Opening the filing
8-K
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 12, 2026, (the “Effective Date”), CLNC NNN Alberts AZ, LLC, a Delaware limited liability company, and CLNC NNN Alberts CA, LLC, a Delaware limited liability company (together, the “Sellers”, which are subsidiaries of BrightSpire Capital, Inc., the “Company”), entered into an Agreement for Purchase and Sale of Real Estate (the “Purchase and Sale Agreement”), with ALTOAZ001 LLC, a Delaware limited liability company, and ALTRCA001 LLC, a Delaware limited liability company (together, the “Purchasers”), whereby the Sellers agreed to sell two industrial real properties and improvements located in Tolleson, Arizona and Tracy, California (the Company’s “Net Lease 1 Investment”).
On September 14, 2026, the Sellers completed the sale of the Net Lease 1 Investment. The consideration for the sale of the Net Lease 1 Investment totaled $300.0 million, consisting of (i) the Purchasers’ assumption of an existing mortgage loan in the original principal amount of $94.0 million, (ii) the assumption by an affiliate of the Purchasers of an existing mezzanine loan in the original principal amount of $106.0 million, in each case secured by or related to the Net Lease 1 Investment and (iii) $97.9 million of cash, net of closing and other transaction expenses.
The unaudited pro forma condensed consolidated financial statements of the Company, together with the related notes thereto, after giving effect to the sale of the Net Lease 1 Investment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1
For the Six Months Ended June 30, 2026 (A) Represents the removal of the historical revenue and expenses associated with the Net Lease 1 Investment for the six months ended June 30, 2026.
For the Year Ended December 31, 2025 (A) Represents the removal of the historical revenue and expenses for the year ended December 31, 2025.
(B) Represents the approximate pro forma gain on sale of $60.4 million as if the sale of the Net Lease 1 Investment occurred on January 1, 2025.
(C) The calculation of diluted earnings per share for the year ended December 31, 2025 includes the effect of weighted average unvested restricted shares of 2,865,399, as the effect would be dilutive.