UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 13, 2023 |
SPIRIT REALTY CAPITAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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Maryland | 001-36004 | 20-1676382 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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2727 North Harwood Street Suite 300 | |
Dallas, Texas | | 75201 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (972) 476-1900 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, $0.05 par value per share | | SRC | | New York Stock Exchange |
6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | | SRC-A | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
Unless otherwise indicated or unless the context requires otherwise, all references in this report to the “Company” refer to Spirit Realty Capital, Inc., together with its consolidated subsidiaries, including Spirit Realty, L.P., its “Operating Partnership.”
Item 8.01. Other Events.
On March 13, 2023, the Operating Partnership entered into interest rate swaps pursuant to an International Swaps and Derivatives Association Master Agreement with two banks. One swap has a fixed notional amount of $300.0 million, an effective date of June 15, 2023 and a maturity date of June 15, 2025. The second swap has a fixed notional amount of $200.0 million, an effective date of December 15, 2023 and a maturity date of June 15, 2025. These instruments swap 1-month SOFR for a weighted average fixed rate of approximately 3.70%. These instruments, which are designated as cash flow hedge instruments, were entered into to mitigate the interest rate risk inherent in the Operating Partnership’s variable rate delayed-draw term loans and not for trading purposes.
Special Note Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, 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 “preliminary,” “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 the Company may not be able to realize them. The Company 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 results and future events to differ materially from those set forth or contemplated in the forward-looking statements: industry and economic conditions; volatility and uncertainty in the financial markets, including potential fluctuations in the Consumer Price Index; the Company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate, integrate and manage diversified acquisitions or investments; the financial performance of the Company’s retail tenants and the demand for retail space; the Company’s ability to diversify its tenant base; the nature and extent of future competition; increases in the Company’s costs of borrowing as a result of changes in interest rates and other factors; the Company’s ability to access debt and equity capital markets; the Company’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; the Company’s ability and willingness to renew its leases upon expiration and to reposition its properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or the Company exercises its rights to replace existing tenants upon default; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect the Company or its major tenants; the Company’s ability to manage its expanded operations; Spirit Realty Capital, Inc.’s ability and willingness to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended; the impact on the Company’s business and those of its tenants from epidemics, pandemics or other outbreaks of illness, disease or virus; and other risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments and potential damages from natural disasters discussed in the Company’s most recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2022. You are cautioned not to place undue reliance on forward-looking statements which are based on information that was available, and speak only, as of the date on which they were made. While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 15, 2023
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SPIRIT REALTY CAPITAL, INC. |
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By: | | /s/ Prakash Parag |
| | Prakash Parag |
| | Senior Vice President and Chief Accounting Officer |
