Capstead Mortgage Corporation (NYSE: CMO) (“Capstead” or the
“Company”) announced today that its Board of Directors has declared
an interim dividend of $0.014 per common share. The dividend is
payable on October 18, 2021 to common stockholders of record as of
October 13, 2021.
Interim Dividend Requirement
The interim fourth quarter dividend is being made pursuant to
the terms of the previously announced Agreement and Plan of Merger,
dated as of July 25, 2021, as amended pursuant to that certain
First Amendment to Agreement and Plan of Merger, dated as of
September 22, 2021 (as amended, the “Merger Agreement”), by and
among Benefit Street Partners Realty Trust, Inc. (“BSPRT”), Rodeo
Sub I, LLC (“Merger Sub”), Capstead and, solely for the purposes
set forth therein, Benefit Street Partners L.L.C., pursuant to
which, subject to the terms and conditions therein, Capstead will
be merged with and into Merger Sub, with Merger Sub continuing as
the surviving company (such transaction, the “Merger”). Under the
Merger Agreement, the common stockholders of Capstead are entitled
to receive a partial payment of the current quarter’s dividend
prior to the anticipated closing date of the Merger. This interim
dividend payment was calculated based on (a) the per share amount
of Capstead’s most recent quarterly dividend, multiplied by (b) the
quotient of (i) the number of days elapsed since Capstead’s last
dividend record date through and including the day prior to the
expected October 19, 2021 closing date of the Merger, divided by
(ii) the actual number of days in the calendar quarter in which the
interim dividend is declared. Under the Merger Agreement, BSPRT is
also required to distribute a similar partial payment dividend to
its common stockholders of record.
Important Additional Information About the
Merger and Where to Find It
In connection with the proposed Merger, BSPRT has filed with the
U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (File No. 333-258947), which was declared
effective by the SEC on September 3, 2021. The registration
statement includes a prospectus of BSPRT and a proxy statement of
Capstead. On September 23, 2021, Capstead and BSPRT respectively
filed with the SEC a supplement to the proxy statement/prospectus
with respect to the First Amendment to Agreement and Plan of
Merger. On October 6, 2021, Capstead filed with the SEC a
supplement to the proxy statement/prospectus with respect to
disclosure claims by purported stockholders of Capstead. Capstead
and BSPRT also expect to file with the SEC other documents
regarding the Merger.
STOCKHOLDERS OF CAPSTEAD AND BSPRT ARE ADVISED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO
THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT CAPSTEAD, BSPRT, THE PROPOSED
MERGER AND RELATED MATTERS. Stockholders of Capstead and BSPRT may
obtain free copies of the registration statement, the proxy
statement/prospectus and all other documents filed or that will be
filed with the SEC by Capstead or BSPRT at the SEC’s website at
http://www.sec.gov. Copies of documents filed with the SEC by
Capstead are available free of charge on Capstead’s website at
http://www.capstead.com/investor-relations/financial-reports/sec-filings.
Copies of documents filed with the SEC by BSPRT are available free
of charge on BSPRT’s website at
https://benefitstreetpartners.com/our-business/funds/bsprt/bsprt-investor-relations/.
Participants in the Solicitation Relating to
the Merger
Capstead, BSPRT and their respective directors, executive
officers and other members of management and employees may be
deemed to be “participants” in the solicitation of proxies from the
stockholders of Capstead in connection with the proposed Merger.
Information regarding Capstead and its directors and executive
officers and their ownership of common stock of Capstead can be
found in Capstead’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, and in its definitive proxy statement
relating to its 2021 annual meeting of stockholders filed with the
SEC on April 1, 2021. Information regarding BSPRT and its directors
and executive officers and their ownership of common stock of BSPRT
can be found in BSPRT’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, and in its definitive proxy statement
relating to its 2021 annual meeting of stockholders filed with the
SEC on April 8, 2021. Additional information regarding the
interests of such individuals in the Merger is included in the
proxy statement/prospectus relating to the Merger filed with the
SEC on September 7, 2021. Free copies of these documents may be
obtained as described in the preceding paragraph.
No Offer or Solicitation
This communication and the information contained herein does not
constitute an offer to sell or the solicitation of an offer to buy
or sell any securities or a solicitation of a proxy or of any vote
or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. This communication may be deemed to be solicitation
material in respect of the proposed Merger.
About Capstead
Formed in 1985 and based in Dallas, Texas, Capstead is a
self-managed real estate investment trust, or REIT, for federal
income tax purposes. The Company earns income from investing in a
leveraged portfolio of primarily residential adjustable-rate
mortgage pass-through securities, referred to as ARM securities,
issued and guaranteed by government-sponsored enterprises, either
Fannie Mae or Freddie Mac, or by an agency of the federal
government, Ginnie Mae.
About Benefit Street Partners Realty
Trust
Benefit Street Partners Realty Trust, Inc. (“BSPRT”) is a
publicly-registered, private real estate investment trust that
originates, acquires and manages a diversified portfolio of
commercial real estate debt secured by properties located in the
United States. As of June 30, 2021, BSPRT had over $3 billion of
assets. BSPRT is externally managed by Benefit Street Partners
L.L.C. For further information, please visit
www.bsprealtytrust.com.
Cautionary Statement Concerning
Forward-Looking Statements
This communication contains statements that constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements can
generally be identified as forward-looking because they include
words such as “believes,” “anticipates,” “expects,” “would,”
“could,” or words of similar meaning. Such forward-looking
statements include or may relate to statements about the benefits
of the proposed Merger and statements that address operating
performance, events or developments that Capstead expects or
anticipates will occur in the future, including but not limited to
statements regarding future financial and operating results, plans,
objectives, expectations and intentions, expected sources of
financing, anticipated asset dispositions, anticipated leadership
and governance changes, changes to outstanding structure of
Capstead’s capital stock, creation of value for stockholders,
operation and implementation of share repurchase programs, benefits
of the proposed Merger to customers, stockholders and other
constituents of the combined company, the integration of Capstead
and BSPRT, the expected GAAP book value per share of Capstead, cost
savings and the expected timetable for completing the proposed
Merger, and other non-historical statements. These statements are
based on the companies’ current expectations and beliefs and are
subject to a number of trends and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements, including those related to the payment
of future dividends; Capstead can give no assurance that its
expectations will be attained. Factors that could cause actual
results to differ materially from Capstead’s expectations include,
but are not limited to, the risk that the Merger will not be
consummated within the expected time period or at all; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; the failure
to satisfy the conditions to the consummation of the proposed
Merger, including the approval of the stockholders of Capstead;
fluctuations in the adjusted book value per share of both Capstead
and BSPRT; risks related to the disruption of management’s
attention from ongoing business operations due to the proposed
Merger; the availability of suitable investment or disposition
opportunities; changes in interest rates; the availability and
terms of financing; the impact of the COVID-19 pandemic on the
operations and financial condition of each of Capstead and BSPRT
and the industries in which they operate; general financial and
economic conditions, which may be affected by government responses
to the COVID-19 pandemic; market conditions; legislative and
regulatory changes that could adversely affect the business of
Capstead and BSPRT; and other factors, including those set forth in
the section entitled “Risk Factors” in the proxy
statement/prospectus, Capstead’s and BSPRT’s most recent Annual
Reports on Form 10-K, as amended, and Quarterly Reports on Form
10-Q filed with the SEC, and other reports filed by Capstead and
BSPRT with the SEC, copies of which are available on the SEC’s
website, www.sec.gov. Forward-looking statements are not guarantees
of performance or results and speak only as of the date such
statements are made. Except as required by law, neither Capstead
nor BSPRT undertakes any obligation to update or revise any
forward-looking statement in this communication, whether to reflect
new information, future events, changes in assumptions or
circumstances or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20211007005752/en/
Lindsey Crabbe, Investor Relations (214) 874-2339
Capstead Mortgage (NYSE:CMO)
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