--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-22-025684" form_type: "8-K" ticker: "BRST" cik: "0000764897" company_name: "Broad Street Realty, Inc." filed_at: "2022-11-25T23:59:59+00:00" generated_at: "2026-06-21T13:10:30.624440+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Broad Street Realty closes $80M Fortress preferred equity, acquires Midtown Row for $118.7M ## Summary - Fortress invested $80M in exchange for preferred interest with 12% annual return (5% cash, 7% capitalized). - Midtown Row (240 student housing units, 63,573 sq ft retail) acquired for $118.7M using cash, Common and Preferred OP Units. - Fortress received a warrant to buy 2.56M shares at $0.01/share and appointed Noah Shore to the board. - Proceeds redeemed $8.5M Basis preferred, paid off MVB loans, extended Basis term loan to Jan 2024. - Fortress gets board nomination rights; trigger events include yield targets, CEO departure, or no QPO by Nov 2025. ## SEC filing metadata - accession: 0000950170-22-025684 - form_type: 8-K - ticker: BRST - cik: 0000764897 - company_name: Broad Street Realty, Inc. - filed_at: 2022-11-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 5.02, 2.03, 2.01, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/764897/000095017022025684/0000950170-22-025684-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/764897/000095017022025684/brst-20221122.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-22-025684 - JSON: https://secwatch.observer/filing/0000950170-22-025684.json - Plain text: https://secwatch.observer/filing/0000950170-22-025684.txt ## Key facts - Debt Financings Broad Street Realty, Inc. incurred term loan of $76.0 million with American General Life Insurance Company and The Variable Annuity Life Insurance Company at 6.48% per annum maturing December 1, 2027. - Instrument: term loan - Principal: $76.0 million - Counterparty: American General Life Insurance Company and The Variable Annuity Life Insurance Company - Rate: 6.48% per annum - Maturity: December 1, 2027 - Event: incurrence source text: On November 22, 2022, in connection with the Midtown Row Acquisition, BSR Midtown Current LLC, an indirect subsidiary of the Eagles Sub-OP (“Midtown Current”), and American General Life Insurance Company and The Variable Annuity Life Insurance Company (collectively, the “Mortgage Lender”) entered into a loan agreement (the “MTR Loan Agreement”) pursuant to which the Mortgage Lender made a senior secured term loan of $76.0 million (the “MTR Loan”) to Midtown Current. evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017022025684/0000950170-22-025684-index.htm - Debt Financings Broad Street Realty, Inc. incurred loan of $15.0 million with CF Flyer Mezz Lender LLC, an affiliate of Fortress at 12% per annum, comprised of a 5% Current Interest rate and a 7% Capitalized Inte maturing December 1, 2027. - Instrument: loan - Principal: $15.0 million - Counterparty: CF Flyer Mezz Lender LLC, an affiliate of Fortress - Rate: 12% per annum, comprised of a 5% Current Interest rate and a 7% Capitalized Inte - Maturity: December 1, 2027 - Event: incurrence source text: On November 22, 2022, in connection with the Midtown Row Acquisition, Midtown Parent and CF Flyer Mezz Lender LLC, an affiliate of Fortress (the “Mezzanine Lender”), entered into a mezzanine loan agreement (the “Fortress Mezzanine Loan Agreement”) pursuant to which the Mezzanine Lender made a $15.0 million mezzanine loan (the “Fortress Mezzanine Loan”) to Midtown Parent. evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017022025684/0000950170-22-025684-index.htm - Executive change Noah Shore was appointed as Director at Broad Street Realty, Inc.. - Action: appointed - Role: Director source text: on November 22, 2022, the Board increased the size of the board to eight directors and appointed Noah Shore as a member of the Board, effective upon the closing. evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017022025684/0000950170-22-025684-index.htm - M&A Transactions Broad Street Realty, Inc. completed an acquisition involving BBL Current Owner, LLC for $118.7 million in cash, 448,180 Common OP Units and 1,851,820 Preferred OP Units (closed 2022-11-23). - Action: acquisition - Counterparty: BBL Current Owner, LLC - Consideration: $118.7 million in cash, 448,180 Common OP Units and 1,851,820 Preferred OP Units - Closing: 2022-11-23 source text: On November 23, 2022, a wholly owned subsidiary of the Eagles Sub-OP completed the previously announced acquisition of the mixed-use property in Williamsburg, Virginia known as Midtown Row (such property, “Midtown Row” and such acquisition, the “Midtown Row Acquisition”), for $118.7 million in cash, 448,180 Common OP Units and 1,851,820 Preferred OP Units. evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017022025684/0000950170-22-025684-index.htm - M&A Transactions Broad Street Realty, Inc. completed an acquisition involving BSV Lamont Investors LLC (closed 2022-11-23). - Action: acquisition - Counterparty: BSV Lamont Investors LLC - Closing: 2022-11-23 source text: On November 23, 2022, a wholly owned subsidiary (“LSP Merger Sub”) of the Eagles Sub-OP merged with and into BSV Lamont Investors LLC (“BSV Lamont”) with BSV Lamont surviving as a subsidiary of the Eagles Sub-OP (the “LSP Merger”). evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017022025684/0000950170-22-025684-index.htm - Material Agreements Broad Street Realty, Inc. entered into Preferred Equity Investment Agreement with CF Flyer PE Investor LLC, an affiliate of Fortress Investment Group LLC valued at $80.0 million (effective 2022-11-22). - Action: entry - Agreement: equity purchase - Counterparty: CF Flyer PE Investor LLC, an affiliate of Fortress Investment Group LLC - Value: $80.0 million - Effective: 2022-11-22 source text: On November 22, 2022, Broad Street Operating Partnership, LP (the “Operating Partnership”), the operating partnership of Broad Street Realty, Inc. (the “Company”), and Broad Street Eagles JV LLC, a newly formed subsidiary of the Operating Partnership (the “Eagles Sub-OP”), entered into a Preferred Equity Investment Agreement (the “Investment Agreement”) with CF Flyer PE Investor LLC (the “Fortress Member”), an affiliate of Fortress Investment Group LLC (“Fortress”), pursuant to which the Fortress Member invested $80.0 million in the Eagles Sub-OP in exchange for a preferred membership interest (such interest, the “Preferred Interest” and such investment, the “Preferred Equity Investment”). evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017022025684/0000950170-22-025684-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.