0000899243-21-041089.txt : 20211021 0000899243-21-041089.hdr.sgml : 20211021 20211021205332 ACCESSION NUMBER: 0000899243-21-041089 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211019 FILED AS OF DATE: 20211021 DATE AS OF CHANGE: 20211021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REINSCH PHILLIP A CENTRAL INDEX KEY: 0001227321 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08896 FILM NUMBER: 211338469 MAIL ADDRESS: STREET 1: 8401 N CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTEAD MORTGAGE CORP CENTRAL INDEX KEY: 0000766701 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752027937 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8401 NORTH CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148742323 MAIL ADDRESS: STREET 1: 8401 NORTH CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75225 FORMER COMPANY: FORMER CONFORMED NAME: LOMAS MORTGAGE CORP DATE OF NAME CHANGE: 19891105 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-19 1 0000766701 CAPSTEAD MORTGAGE CORP CMO 0001227321 REINSCH PHILLIP A 8401 N CENTRAL EXPRESSWAY, SUITE 800 DALLAS TX 75225 1 1 0 0 President and Chief Executive Common Stock 2021-10-19 4 M 0 211359 A 743593 D Common Stock 2021-10-19 4 D 0 743593 D 0 D 7.50% Series E Cumulative Redeemable Preferred Stock 2021-10-19 4 D 0 3500 D 0 D Restricted Stock Units 2021-10-19 4 M 0 211359 D Common Stock 211359 0 D On October 19, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of July 25, 2021, and as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of September 22, 2021 (as amended, the "Merger Agreement"), by and among Franklin BSP Realty Trust, Inc. ("FBRT"), Rodeo Sub I, LLC, a wholly owned subsidiary of FBRT ("Merger Sub"), the Issuer and Benefit Street Partners L.L.C., FBRT's external manager ("BSP"), the Issuer merged with and into Merger Sub with Merger Sub surviving as the continuing company (the "Merger"). At the effective time of the Merger, each share of common stock of the Issuer was 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, (ii) from FBRT, $0.21 in cash and (iii) from BSP, $0.73 in cash (the "Per Common Share Merger Consideration"). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding performance unit held by the reporting person became earned and vested and was converted into one share of common stock of the Issuer that would be entitled to receive the Per Common Share Merger Consideration. Pursuant to the Merger Agreement, at the effective time of the Merger, each such share of Issuer 7.50% Series E Cumulative Redeemable Preferred Stock, $0.10 par value per share, was converted into the right to receive one newly issued share of FBRT 7.50% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share. /s/ Lindsey Crabbe for Phillip A. Reinsch 2021-10-21 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints
Lindsey Crabbe, signing singly, as the undersigned's true and lawful attorney-
in-fact to:

     (1)    execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer and/or director of Capstead Mortgage
            Corporation (the "Company"), Forms 3, 4 and 5 in accordance with
            Section 16(a) of the Securities Exchange Act of 1934 and the rules
            thereunder;

     (2)    do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, and 5, complete and execute any amendment or amendments
            thereto, and timely file such form with the United States Securities
            and Exchange Commission (the "SEC") and any stock exchange or
            similar authority, including the preparation and filing of a Form
            ID, including amendments thereto, and any other documents necessary
            or appropriate to obtain a CIK number, access codes and passwords as
            are required in order to enable the undersigned to file the Form 3,
            4, and 5 electronically with the SEC;

     (3)    seek or obtain, as the undersigned's representative and on the
            undersigned's behalf, information on transactions in the Company's
            securities from any third party, including brokers, employee benefit
            plan administrators and trustees, and the undersigned hereby
            authorizes any such person to release any such information to each
            of the undersigned's attorneys-in-fact appointed by this Power of
            Attorney and approves and ratifies any such release of information;
            and

     (4)    take any and other action of any type whatsoever in connection with
            the foregoing which, in the opinion of such attorney-in-fact, may be
            of benefit to, in the best interest of, or legally required by or
            for, the undersigned, it being understood that the documents
            executed by such attorney-in-fact on behalf of the undersigned
            pursuant to this Power of Attorney shall be in such form and shall
            contain such information and disclosure as such attorney-in-fact, in
            his or her discretion, determines to be reasonable.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of October, 2021.


                                          /s/ Phillip A. Reinsch
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                                          Signature


                                          Phillip A. Reinsch
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                                          Print Name