BrightSpire Capital, Inc. 8-K

What Happened

• BrightSpire Capital, through its Sub‑REIT, closed a collateralized loan obligation (BRSP 2026‑FL3 CLO) on February 17, 2026. The Issuer and Co‑Issuer issued multiple classes of securitized notes (Classes A, A‑S, B, C, D, E, F and G) and 71,625 preferred shares (liquidation preference $1,000 per share, aggregate $71,625,000). Senior classes (Class A and A‑S) received top ratings from Moody’s/KBRA. The notes generally mature at par in August 2043 and are payable only from the CLO collateral. BrightSpire Capital Advisors, LLC will act as collateral manager (and has agreed to waive its management fee while it is both collateral manager and an affiliate).
• Separately, on or prior to February 19, 2026, BrightSpire deposited cash with the trustee to fully redeem the outstanding notes and preferred shares of its prior BRSP 2021‑FL1 securitization; the 2021‑FL1 notes and preferred shares were redeemed in full and the pledged collateral was released.

Key Details

• Closing date: February 17, 2026; Placement Agreement dated January 30, 2026; redemption activity completed on or prior to February 19, 2026 using cash on hand.
• Note principal amounts (examples): Class A $544,350,005; Class A‑S $102,662,001; Class B $60,881,006; Class C $59,688,006; Class D $47,750,005; Class E $17,906,001; Class F $27,456,002; Class G $22,682,002. Preferred shares: 71,625 shares ($1,000 liquidation preference each).
• Interest structure: senior classes pay Benchmark (initially Term SOFR) plus spreads (e.g., Class A = Benchmark +1.45% (plus 0.25% after Dec 2031)); junior classes have higher spreads (Class F/G initially 0% for first accrual then Benchmark +4.5% / +5.5%). Notes mature Aug 2043.
• Use of proceeds: to purchase an initial collateral portfolio, fund an unused‑proceeds account for ramp‑up purchases, repay pre‑closing financings (including repurchase facilities), and related activities. BRSP 2026‑FL3 DRE, LLC (an indirect subsidiary) acquired 100% of Class F, Class G and the Preferred Shares.
• Credit/support details: Offered Notes are limited‑recourse (payable only from collateral); Note Protection Tests (par value and interest coverage) govern redemptions if tests fail; Issuer treated as a taxable mortgage pool (TMP) with potential “excess inclusion income” (EII) tax considerations.

Why It Matters

• For investors, BrightSpire has securitized a portfolio of commercial real‑estate loan interests into a new CLO, creating new rated debt tranches and preferred equity whose payments depend on the CLO collateral performance. Senior tranches carry high ratings, while junior tranches and preferred shares are riskier and held in full by a company subsidiary.
• The issuance replaces prior securitization (2021‑FL1) that was fully redeemed, releasing that collateral. The Issuer’s TMP status and potential EII rules are noted — BrightSpire does not intend to pass EII through to its shareholders but may pay corporate tax on such income, and uncertainties in EII calculation could affect tax outcomes.
• The notes are limited‑recourse to collateral (no further company guarantee), and certain transfer restrictions intended to preserve tax treatment may limit liquidity of the issuer equity and the most junior notes (Class F/G and related MASCOT notes).