Spirit Realty Capital, Inc. (NYSE:SRC) (Spirit or the Company) announced today the commencement of an underwritten public offering of 8,500,000 shares of its common stock on a forward basis in connection with the forward sale agreements described below.
J.P. Morgan and BofA Merrill Lynch are acting as the joint lead book-running managers for the offering.
In connection with the offering of shares of common stock, the Company expects to enter into forward sale agreements with J.P. Morgan and BofA Merrill Lynch (or affiliates thereof) (which the Company refers to as the forward purchasers), with respect to 8,500,000 shares of the Companys common stock (or an aggregate of 9,775,000 shares of the Companys common stock if the underwriters exercise their option to purchase additional shares in full as described below). In connection with the forward sale agreements, the forward purchasers are expected to borrow from third parties and sell to the underwriters an aggregate of 8,500,000 shares of the Companys common stock (or an aggregate of 9,775,000 shares of the Companys common stock if the underwriters exercise their option to purchase additional shares in full as described below). However, a forward purchaser is not required to borrow such shares if, after using commercially reasonable efforts, it is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified conditions have not been satisfied. If any forward purchaser does not deliver and sell all of the shares of the Companys common stock to be sold by it to the underwriters, the Company will issue and sell to the underwriters a number of shares of its common stock equal to the number of shares that such forward purchaser does not deliver and sell, and the number of shares underlying the relevant forward sale agreement will be decreased by the number of shares that the Company issues and sells.
Pursuant to the terms of the forward sale agreements, and subject to its right to elect cash or net share settlement, the Company intends to issue and sell, upon physical settlement of such forward sale agreements up to an aggregate of 8,500,000 shares of common stock (or an aggregate of up to 9,775,000 shares of common stock if the underwriters exercise their option to purchase additional shares in full as described below) to the forward purchasers. The Company expects to physically settle the forward sale agreements in full, which is expected to occur on one or more dates no later than approximately 18 months after the date of the prospectus supplement relating to the offering.
The underwriters of the offering also expect to be granted a 30-day option to purchase up to 1,275,000 additional shares of the Companys common stock solely to cover overallotments, if any. If the option to purchase additional shares of the Companys common stock is exercised, the Company will enter into one or more additional forward sale agreements with the forward purchasers in respect of the number of shares of the Companys common stock that are subject to exercise of the option to purchase additional shares.
The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers. The Company intends to contribute any cash proceeds that it receives upon settlement of the forward sale agreements described above to its operating partnership, which intends to use such proceeds to fund potential property acquisitions and for general corporate purposes, which may include repaying or repurchasing indebtedness (including amounts outstanding from time to time under its revolving credit facility, term loan facility and/or delayed draw term loan facility), working capital and capital expenditures.
All of the shares of common stock will be offered under the Companys effective shelf registration statement filed with the Securities and Exchange Commission (SEC). A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website. When available, a copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (866) 803-9204; BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, E-mail: [email protected]; or by visiting the EDGAR database on the SEC’s web site at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT SPIRIT REALTY
Spirit Realty Capital, Inc. (NYSE: SRC) is a net-lease real estate investment trust (REIT) that primarily invests in single-tenant, operationally essential real estate assets, subject to long-term, net leases.
As of March 31, 2019, Spirits diversified portfolio was comprised of 1,528 properties, including properties securing mortgage loans made by Spirit. Spirits properties, with an aggregate gross leasable area of approximately 28.6 million square feet, are leased to approximately 256 tenants across 49 states and 32 industries
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words and phrases such as expect, plan, will, estimate, project, intend, believe, guidance, approximately, anticipate, may, should, seek or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate to historical matters but are meant to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect or imprecise and Spirit may not be able to realize them. Spirit does not guarantee that the events described will happen as described (or that they will happen at all). The following risks and uncertainties, among others, could cause actual and future events or results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to: industry and economic conditions; volatility and uncertainty in the financial markets, including potential fluctuations in the Consumer Price Index; Spirits continued ability to implement its business strategy and ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; the nature and extent of future competition; increases in our costs of borrowing as a result of changes in interest rates and other factors; risks associated with using debt to fund Spirits business activities (including refinancing and interest rate risks, changes in interest rates and/or credit spreads, changes in the price of Spirits common stock, and conditions of the equity and debt capital markets, and ability to access debt and equity capital markets generally); Spirits ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; Spirits ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; completion and timing of the offering; Spirits expectation to physically settle any forward sale agreements and its use of the net proceeds therefrom; unknown liabilities acquired in connection with acquired properties or interests in real-estate related entities; general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of Spirits properties, the inability to enter into or renew leases at favorable rates, portfolio occupancy varying from Spirits expectations, dependence on tenants’ financial condition and operating performance, competition from other developers, owners and operators of real estate, tenant defaults, potential liability relating to environmental matters, potential illiquidity of real estate investments, condemnations, and potential damage from natural disasters); Spirits ability and willingness to renew our leases upon expiration and to reposition our properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or we exercise our rights to replace existing tenants upon default; the financial performance of Spirits tenants and the demand for retail and restaurant space, particularly with respect to challenges being experienced by general merchandise retailers; Spirits ability or willingness to maintain our qualification as a REIT under the Internal Revenue Code of 1986, as amended; Spirits ability to diversify its tenant base; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect Spirit or its major tenants; Spirits ability to manage its expanded operations; the impact of Specialty Retail Shops Holding Corp.s bankruptcy filing on Spirit MTA REIT; the impact of Spirit MTA REITs board of trustees decision to accelerate its strategic plan, including Spirits ability to collect amounts to which Spirit is contractually entitled under the asset management agreement between Spirits operating partnership and Spirit MTA REIT or Spirit MTA REITs 10% series A preferred shares of beneficial interest upon a resolution of Spirit MTA REIT and/or a termination of the asset management agreement; Spirits ability to perform as an external manager for Spirit MTA REIT; and other additional risks discussed in Spirits most recent filings with the SEC, including its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements are based on information that was available, and speak only, as of the date on which they were made. Spirit expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.