Item 2.02 Results of Operations and Financial Condition.




On October 12, 2021, Capstead Mortgage Corporation, a Maryland corporation
("Capstead"), and Franklin BSP Realty Trust, Inc. (f/k/a Benefit Street Partners
Realty Trust, Inc.), a Maryland corporation ("FBRT"), issued the Press Release
(as defined below) announcing that they have determined the final exchange ratio
and cash consideration in accordance with the terms of the Merger Agreement (as
defined below). In the Press Release, Capstead announced that its total
stockholders' equity at September 30, 2021, was approximately $842,255,000. The
Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.




On October 12, 2021, Capstead and FBRT issued a joint press release (the "Press
Release") to announce that they have determined the final exchange ratio and
cash consideration in accordance with the terms of the 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 FBRT, Rodeo Sub I, LLC, a
Maryland limited liability company and a wholly owned subsidiary of FBRT
("Merger Sub"), Capstead and, solely for the purposes set forth therein, Benefit
Street Partners L.L.C., a Delaware limited liability company ("FBRT Advisor"),
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").

Pursuant to the final exchange ratio determined in accordance with the Merger
Agreement, at the effective time of the Merger, each share of common stock of
Capstead outstanding immediately prior to the effective time of the Merger will
be converted into the right to receive (i) from FBRT, 0.3288 newly-issued shares
of common stock, par value $0.01 per share, of FBRT ("FBRT Common Stock"), (ii)
from FBRT, cash consideration of $0.21 per share and (iii) from FBRT Advisor,
cash consideration of $0.73 per share, as specified in the Merger Agreement.

The final exchange ratio based on the actual determination date of September 30,
2021, is different than the assumed exchange ratio of 0.3521 that was set out
for illustrative purposes (based on the adjusted book value per share of
Capstead and FBRT common stock as of June 30, 2021) in the proxy
statement/prospectus, dated September 7, 2021, that was filed by FBRT with the
Securities and Exchange Commission ("SEC") and previously distributed to
Capstead's common stockholders.

The Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.



The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information,
including Exhibit 99.1, be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, regardless of the general incorporation language of such filing,
except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.






  (a) Not Applicable.


  (b) Not Applicable.


  (c) Not Applicable.


  (d) Exhibits.

Exhibit 99.1 Joint Press Release, dated October 12, 2021, issued by Capstead Mortgage Corporation and

Franklin BSP Realty Trust, Inc.

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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Important Additional Information About the Merger and Where to Find It



In connection with the proposed Merger contemplated by the Merger Agreement,
FBRT has filed with 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 FBRT and a proxy statement
of Capstead. On September 23, 2021, Capstead and FBRT 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 FBRT also
expect to file with the SEC other documents regarding the Merger.

STOCKHOLDERS OF CAPSTEAD AND FBRT 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, FBRT, THE PROPOSED MERGER AND
RELATED MATTERS. Stockholders of Capstead and FBRT 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 FBRT 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 FBRT are available free of charge on FBRT's
website at
https://benefitstreetpartners.com/our-business/funds/bsprt/bsprt-investor-relations/.

Participants in the Solicitation Relating to the Merger



Capstead, FBRT 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 FBRT
and its directors and executive officers and their ownership of common stock of
FBRT can be found in FBRT'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, as supplemented on September 23, 2021, and October 6,
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.

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

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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
FBRT, 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 FBRT; 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 FBRT 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 FBRT; and other factors,
including those set forth in the section entitled "Risk Factors" in the proxy
statement/prospectus, Capstead's and FBRT'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 FBRT 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 FBRT
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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