Colony Credit Real Estate, Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Real Estate Investment Trusts
Consumer Services
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2021
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Item 1.01. Entry into a Material Definitive Agreement.
On June 24, 2021, BrightSpire Capital, Inc., a Maryland corporation, formerly known as Colony Credit Real Estate, Inc. (the “Company”), entered into a Second Amended and Restated Limited Liability Company Agreement of BrightSpire Capital Operating Company, LLC, formerly known as Credit RE Operating Company, LLC (the “OP”), a Delaware limited liability company and operating partnership of the Company, to reflect the name change of the Company and the OP, a new principal address for the Company, and the name change of certain other parties referenced in the agreement.
The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the Second Amended and Restated Limited Liability Company Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 24, 2021, the Company filed Articles of Amendment to its charter (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland, to change its name to “BrightSpire Capital, Inc.,” as previously announced. The Articles of Amendment became effective as of 12:01 a.m. Eastern Time on June 24, 2021. In addition, the Company amended and restated its bylaws (the “Fourth Amended and Restated Bylaws”), effective June 24, 2021, solely to reflect the name change.
The foregoing description of the Articles of Amendment and Fourth Amended and Restated Bylaws is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by, the Articles of Amendment and Fourth Amended and Restated Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on June 24, 2021 announcing the completion of its name change to BrightSpire Capital, Inc. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 24, 2021 | BRIGHTSPIRE CAPITAL, INC. | |||||||
| By: | /s/ David A. Palamé | |||||||
| Name: | David A. Palamé | |||||||
| Title: | General Counsel & Secretary | |||||||