0000899243-21-041090.txt : 20211021 0000899243-21-041090.hdr.sgml : 20211021 20211021205337 ACCESSION NUMBER: 0000899243-21-041090 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: Kim Roy CENTRAL INDEX KEY: 0001654522 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08896 FILM NUMBER: 211338470 MAIL ADDRESS: STREET 1: 5929 GLENDORA AVE CITY: DALLAS STATE: TX ZIP: 75230 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 0001654522 Kim Roy 8401 N CENTRAL EXPRESSWAY, SUITE 800 DALLAS TX 75225 0 1 0 0 Senior Vice President Common Stock 2021-10-19 4 M 0 144305 A 391644 D Common Stock 2021-10-19 4 D 0 391644 D 0 D Restricted Stock Units 2021-10-19 4 M 0 144305 D Common Stock 144305 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"). 2. 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. /s/ Lindsey Crabbe for Roy Kim 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/ Roy Kim
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                                                    Signature

                                                    Roy Kim
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                                                    Print Name