DALLAS – (COMMERCIAL THREAD) – Capstead Mortgage Corporation (NYSE: Marketing director) (âCapsteadâ or the âCompanyâ) 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 shareholders of record on October 13, 2021.
Interim dividend requirement
The interim dividend for the fourth quarter is paid in accordance with the terms of the agreement and the merger plan announced previously, dated July 25, 2021, as modified in accordance with this first amendment to the agreement and the merger plan, dated September 22. , 2021 (as amended, the âMerger Agreementâ), by and between Benefit Street Partners Realty Trust, Inc. (âBSPRTâ), Rodeo Sub I, LLC (âMerger Subâ), Capstead and, solely for the purposes of defined below, Benefit Street Partners LLC, pursuant to which, subject to the terms and conditions set forth therein, Capstead will merge with and into Merger Sub, Merger Sub continuing as a surviving company (this transaction, the “Merger” ). Under the Merger Agreement, ordinary shareholders of Capstead are entitled to receive a partial payment of the dividend for the current quarter prior to the expected closing date of the Merger. This interim dividend was calculated on the basis (a) of the amount per share of Capstead’s last quarterly dividend, multiplied by (b) the quotient of (i) the number of days elapsed since the last recording date of the dividend of Capstead. Capstead until the previous day until the expected closing date of the Merger, October 19, 2021, 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 registered common shareholders.
Important additional information about the merger and where to find it
In connection with the proposed merger, BSPRT has filed with the United States Securities and Exchange Commission (the âSECâ) a registration statement on Form S-4 (File No. 333-258947), which has was declared effective by the SEC on September 3. , 2021. The registration statement includes a prospectus from BSPRT and a proxy from Capstead. On September 23, 2021, Capstead and BSPRT respectively filed with the SEC a supplement to the Proxy Circular / Prospectus relating to the First Amendment to the Agreement and the Merger Plan. On October 6, 2021, Capstead filed with the SEC a Proxy Circular / Prospectus Supplement regarding disclosure requests from purported shareholders of Capstead. Capstead and BSPRT also plan to file with the SEC other documents relating to the Merger.
PLEASE NOTE THAT CAPSTEAD AND BSPRT SHAREHOLDERS READ THE STATEMENT OF REGISTRATION AND THE STATEMENT OF PROXY / PROSPECTUS (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SECENTS, AS WELL AS ANY MODIFICATIONS AND COMMENTS TO THE SECENTS ) CAREFULLY AND IN COMPLETE AS THEY CONTAIN IMPORTANT INFORMATION ABOUT CAPSTEAD, BSPRT, THE PROPOSED MERGER, AND RELATED ISSUES. Shareholders of Capstead and BSPRT may obtain free copies of the registration statement, proxy circular / prospectus and all other documents filed or which will be filed with the SEC by Capstead or BSPRT on the website of the SEC at http://www.sec.gov. Copies of the 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 the documents filed with the SEC by BSPRT are available free of charge on the BSPRT website at https://benefitstreetpartners.com/our-business/funds/bsprt/bsprt-investor-relations/.
Participants in the merger call for tenders
Capstead, BSPRT and their respective directors, officers and other officers and employees may be considered âparticipantsâ in the solicitation of proxies from the shareholders of Capstead in connection with the proposed merger. Information regarding Capstead and its directors and officers and their ownership of Capstead common shares can be found in Capstead’s annual report on Form 10-K for the year ended December 31, 2020, and in its related definitive proxy statement. to its annual report 2021. Shareholder meeting filed with the SEC on April 1, 2021. Information regarding BSPRT and its directors and officers and their ownership of BSPRT common stock can be found in BSPRT’s annual report on Form 10 -K for the year ended December 31. 2020, and in its final proxy circular for its 2021 annual meeting of shareholders filed with the SEC on April 8, 2021. Additional information regarding the interests of such persons in the merger is included in the proxy circular / the merger prospectus 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 it contains do not constitute an offer to sell or the solicitation of an offer to buy or sell securities or a solicitation of proxy or vote or approval, and there will be no no sale of securities in any jurisdiction. in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities will 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 regarded as a solicitation document with respect to the proposed merger.
Founded in 1985 and headquartered in Dallas, Texas, Capstead is a self-directed real estate investment trust, or REIT, for federal income tax purposes. The Company earns income from investments in a leveraged portfolio consisting primarily of variable rate residential mortgage securities, referred to as ARM securities, issued and guaranteed by government sponsored companies, either Fannie Mae or Freddie Mac, or by a federal government agency, Ginnie Mae.
About Benefit Street Partners Realty Trust
Benefit Street Partners Realty Trust, Inc. (âBSPRTâ) is a private, publicly registered real estate investment trust that creates, 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 more than $ 3 billion in assets. BSPRT is managed externally by Benefit Street Partners LLC For more information, please visit www.bsprealtytrust.com.
Caution Regarding 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 with similar meanings. These forward-looking statements include or may relate to statements about the benefits of the proposed merger and statements that address operational performance, events or developments that Capstead expects or anticipates to occur in the future, including, but not limited to without limitation, statements regarding future financial and operating results. results, plans, objectives, expectations and intentions, expected sources of funding, anticipated asset disposals, anticipated changes in leadership and governance, changes to the outstanding structure of Capstead’s share capital, creation of shareholder value, operations and implementation of share buyback programs, benefits of the Merger offered to customers, shareholders and other constituents of the combined company, integration of Capstead and BSPRT, expected GAAP book value per share of Capstead, savings costs and the expected timeframe for the completion of the Proposed Merger, and other non-historical statements. These statements are based on the current expectations and beliefs of the companies 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 cannot guarantee that its expectations will be met. 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 completed on time or not at all; the occurrence of any event, change or other circumstance that may result in the termination of the Merger Agreement; failure to comply with the conditions for the completion of the Merger Project, including the approval of Capstead shareholders; fluctuations in the adjusted book value per share of Capstead and BSPRT; risks associated with disruption of management’s attention to ongoing business operations as a result of the proposed merger; the availability of suitable investment or disposition opportunities; changes in interest rates; the availability and modalities of funding; 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 activities of Capstead and BSPRT; and other factors, including those set out in the section titled âRisk Factorsâ in the Proxy Circular / Prospectus, Capstead and BSPRT’s most recent annual reports on Form 10-K, such as amended, and the 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 website, www.sec.gov. Forward-looking statements are not guarantees of performance or results and speak only as of the date on which such statements are made. Except as required by law, neither Capstead nor BSPRT undertakes to update or revise any forward-looking statement contained in this communication, whether to reflect new information, future events, changes in assumptions or circumstances or otherwise.