UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 14, 2023, FS Credit Real Estate Income Trust, Inc. (the “Company”) entered into six separate amendments to six separate guaranties pertaining to six different master repurchase agreements (repos). Each amendment makes an identical modification to the required ratio level for the relevant guaranty’s interest expense coverage financial covenant given by the Company as guarantor. The coverage level has been reduced from 1.5x to 1.3x for the period from January 1, 2024 to June 30, 2024, and from 1.5x to 1.4x thereafter.
MS-1 Repo Guaranty Amendment
The Company entered into the First Amendment to Guaranty among Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”), Morgan Stanley Bank, N.A (“MSBNA”), and the Company, amending the Guaranty dated as of October 13, 2022 by the Company, as guarantor, in favor of MSMCH, as administrative agent. The Guaranty was made pursuant to the Master Repurchase Agreement dated as of October 13, 2022, among MSMCH, MSBNA, and FS CREIT Finance MS-1 LLC, as seller. The material terms of the First Amendment to Guaranty described here are qualified in their entirety by the agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
BMO-1 Repo Guaranty Amendment
The Company entered into Amendment No. 1 to Guaranty between Bank of Montreal and the Company, amending the Limited Guaranty dated as of March 3, 2023 by the Company, as guarantor, in favor of Bank of Montreal. The Limited Guaranty was made pursuant to the Master Repurchase Agreement dated as of March 3, 2023, between FS CREIT Finance BMO-1 LLC, as seller, and Bank of Montreal, as buyer. The material terms of Amendment No. 1 to Guaranty described here are qualified in their entirety by the agreement attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
NTX-1 Repo Guaranty Amendment
The Company entered into the First Amendment to Guaranty between Natixis, New York Branch and the Company, amending the Guaranty dated as of November 10, 2022 by the Company, as guarantor, in favor of Natixis. The Guaranty was made pursuant to the Master Repurchase Agreement and Securities Contract dated as of November 10, 2022, between FS CREIT Finance NTX-1 LLC, as seller, and Natixis, as buyer. The material terms of the First Amendment to Guaranty described here are qualified in their entirety by the agreement attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
BB-1 Repo Guaranty Amendment
The Company entered into the Fourth Amendment to Guaranty between Barclays Bank PLC and the Company, amending the Guaranty dated as of February 22, 2021, by the Company, as guarantor, in favor of Barclays. The Guaranty was made pursuant to the Master Repurchase Agreement dated as of February 22, 2021, between FS CREIT Finance BB-1 LLC, as seller, and Barclays, as purchaser. The material terms of the Fourth Amendment to Guaranty described here are qualified in their entirety by the agreement attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
WF-1 Repo Guarantee Amendment
The Company entered into Amendment No. 6 to Guarantee Agreement between Wells Fargo Bank, National Association and the Company, amending the Guaranty dated as of August 30, 2017, by the Company, as guarantor, in favor of Wells Fargo. The Guaranty was made pursuant to the Master Repurchase and Securities Contract dated as of August 30, 2017, between FS CREIT Finance WF-1 LLC, as seller, and Wells Fargo, as buyer. The material terms of the Amendment No. 6 to Guarantee Agreement described here are qualified in their entirety by the agreement attached as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.
GS-1 Repo Guarantee Amendment
The Company entered into the Seventh Amendment to Guarantee Agreement between Goldman Sachs Bank USA and the Company, amending the Guarantee Agreement dated as of January 26, 2018 by the Company, as guarantor in favor of Goldman Sachs. The Guarantee was made pursuant to the Uncommitted Master Repurchase and Securities Contract Agreement dated as of January 26, 2018 between FS CREIT Finance GS-1 LLC, as seller, and Goldman Sachs, as buyer. The material terms of the Seventh Amendment to Guarantee Agreement described here are qualified in their entirety by the agreement attached as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FS Credit Real Estate Income Trust, Inc. | ||||||
| Date: December 20, 2023 | By: | /s/ Stephen S. Sypherd | ||||
| Stephen S. Sypherd | ||||||
| Vice President, Treasurer and Secretary | ||||||