DALLAS–(BUSINESS WIRE)–Spirit Realty Capital, Inc. (NYSE:SRC) (“Spirit” or the “Company”)
announced today that it has priced an underwritten public offering of
10,000,000 shares of its common stock, all of which are being offered in
connection with the forward sale agreements described below, at a public
offering price of $41.00 per share.
J.P. Morgan and BofA Merrill Lynch are acting as the joint lead
book-running managers for the offering. Mizuho Securities and BTIG are
also book-running managers for the offering and Capital One Securities,
Fifth Third Securities, Morgan Stanley, RBC Capital Markets, Regions
Securities LLC, Scotiabank, Stifel, SunTrust Robinson Humphrey, Wells
Fargo Securities and Ramirez & Co., Inc. are co-managers for the
offering.
In connection with the offering of shares of common stock, the Company
has entered 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 10,000,000 shares of the
Company’s common stock. In connection with the forward sale agreements,
the forward purchasers or their affiliates are expected to borrow from
third parties and sell to the underwriters an aggregate of 10,000,000
shares of the Company’s common stock. 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 Company’s 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 10,000,000 shares of common stock 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 November 2, 2020.
The underwriters of the offering have been granted a 30-day option to
purchase up to 1,500,000 additional shares of the Company’s common stock
solely to cover overallotments, if any. If the option to purchase
additional shares of the Company’s 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
Company’s 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 Company’s
effective shelf registration statement filed with the Securities and
Exchange Commission (“SEC”). A final 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 final 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, Spirit’s diversified portfolio was comprised of
1,528 properties, including properties securing mortgage loans made by
Spirit. Spirit’s 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.
FORWARD-LOOKING STATEMENTS
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; Spirit’s 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 Spirit’s
business activities (including refinancing and interest rate risks,
changes in interest rates and/or credit spreads, changes in the price of
Spirit’s common stock, and conditions of the equity and debt capital
markets, and ability to access debt and equity capital markets
generally); Spirit’s ability to pay down, refinance, restructure and/or
extend its indebtedness as it becomes due; Spirit’s ability to identify,
underwrite, finance, consummate, integrate and manage diversifying
acquisitions or investments; completion of the offering; Spirit’s
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
Spirit’s properties, the inability to enter into or renew leases at
favorable rates, portfolio occupancy varying from Spirit’s 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); Spirit’s 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
Spirit’s tenants and the demand for retail and restaurant space,
particularly with respect to challenges being experienced by general
merchandise retailers Spirit’s ability or willingness to maintain our
qualification as a REIT under the Internal Revenue Code of 1986, as
amended; Spirit’s 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; Spirit’s 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
REIT’s board of trustees’ decision to accelerate its strategic plan,
including Spirit’s ability to collect amounts to which Spirit is
contractually entitled under the asset management agreement between
Spirit’s operating partnership and Spirit MTA REIT or Spirit MTA REIT’s
10% series A preferred shares of beneficial interest upon a resolution
of Spirit MTA REIT and/or a termination of the asset management
agreement; Spirit’s ability to perform as an external manager for Spirit
MTA REIT; and other additional risks discussed in Spirit’s 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.
Contacts
Pierre Revol
(972) 476-1403
[email protected]
