FS Credit Real Estate Income Trust Inc., a monthly NAV REIT sponsored by FS Investments, has registered a $2.75 billion follow-on offering, according to a preliminary prospectus filed with the Securities and Exchange Commission on Friday. The offering includes up to $2.5 billion in shares of common stock in the primary offering and up to $250 million in distribution reinvestment plan shares.
FS Credit REIT invests in senior loans secured by commercial real estate primarily in the United States.
The company plans to offer five classes of common stock: Class T, Class S, Class D, Class M and Class I. In addition, the company plans to sell Class F and Class Y shares through the distribution reinvestment plan. Class F and Class Y shares were originally offered via private offerings that raised $68.6 million.
The company plans to issue shares equal to the prior month’s NAV per share for each class, plus applicable upfront selling commissions and dealer manager fees.
The price per share in the preliminary prospectus uses the August 1, 2020 transaction price, which is equal the class’s NAV as of June 30, 2020, plus applicable upfront selling commissions and dealer manager fees.
Class T shares are priced to the public at $25.93 each, Class S shares are priced at $26.14, Class D are priced at $25.08, Class M are priced at 25.14, and Class I are priced at $24.56.
Class T shares include selling commissions of up to 3.0 percent of the transaction price, dealer manager fees of 0.5 percent, and an annual stockholder servicing fee of 0.85 percent. The stockholder servicing fee for Class T shares will be comprised of an advisor stockholder servicing fee of 0.65 percent per year, and a dealer stockholder servicing fee of 0.20 percent per year.
For Class S shares sold in the primary offering, investors pay selling commissions of up to 3.5 percent and an annual stockholder servicing fee of 0.85 percent.
Class D shares have a 0.3 percent stockholder servicing fee, but no selling commission or dealer-manager fee.
Class M shares have a 0.3 percent stockholder servicing fee, but no selling commission or dealer-manager fee.
Class I shares have no selling commission, dealer-manager fees, or stock stockholder servicing fees.
The minimum initial investment is $5,000 for Class T, Class S, Class D and Class M shares and $1 million for Class I shares
Class S shares are available through brokerage and transactional-based accounts, while Class D, Class M and Class I shares are generally available through fee-based programs. Class I shares are available for purchase by endowments, foundations, pension funds and other institutional investors.
FS Credit REIT had an investment portfolio of 33 loans with a net book value of $614.2 million, as of March 31, 2020. The REIT is advised by FS Real Estate Advisor LLC and sub-advised by Rialto Capital Management LLC. The REIT’s initial public offering launched in September 2017 and has raised approximately $257.4 million, as of July 1, 2020.