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
Date of Report (Date of earliest event reported): November 17, 2022
SPIRIT REALTY CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-36004 | 20-1676382 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2727 North Harwood Street, Suite 300
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 476-1900
Not Applicable
(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 (see General Instruction A.2. below):
☐ | 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:
Registrant | Title of each class | Trading | Name of each exchange on which registered | |||
Spirit Realty Capital, Inc. | Common Stock, $0.05 par value per share | SRC | New York Stock Exchange | |||
Spirit Realty Capital, Inc. | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. | Entry into a Material Definitive Agreement. |
On November 17, 2022, the Operating Partnership entered into an unsecured term loan agreement with the parties named therein (the “Term Loan Agreement”). The Term Loan Agreement provides for an initial aggregate amount of $500.0 million with a maturity date of June 16, 2025. The Term Loan Agreement also includes an accordion feature to increase the available term loan in the aggregate amount of $100.0 million (such that the term loan shall not exceed $600.0 million), subject to obtaining lender commitments and the satisfaction of certain customary conditions. The Term Loan Agreement provides that the term loan will bear interest, at the Operating Partnership’s option, at the rate of either (x) a term rate benchmark plus an applicable margin ranging from 80 to 160 basis points depending on the Operating Partnership’s credit rating, or (y) base rate plus an applicable margin ranging from 0 to 60 basis points depending on the Operating Partnership’s credit rating.
The Operating Partnership is required to comply with the following financial covenants under the Term Loan Agreement:
• | Maximum total debt to total asset value ratio not to exceed 0.60:1.00; |
• | Ratio of Adjusted EBITDA to fixed charges ratio not less than 1.50:1.00; |
• | Maximum secured debt to total asset value ratio not to exceed 0.40:1.00; |
• | Ratio of unencumbered NOI to unsecured interest expense not less than 1.75:1.00; and |
• | Maximum unsecured debt to unencumbered asset value ratio not to exceed 0.60:1.00. |
The Term Loan Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of the Company to pay dividends and enter into certain transactions. A breach of such covenants or any other event of default would entitle the administrative agent to accelerate the Operating Partnership’s debt obligations.
In connection with the Term Loan Agreement, the Company entered into a guaranty (the “Guaranty”) pursuant to which it has absolutely, irrevocably and unconditionally guaranteed to the administrative agent for the benefit of the lenders party to the Term Loan Agreement, the payment and performance of the obligations of the Operating Partnership under the Term Loan Agreement as and when due and payable.
The foregoing descriptions of the Term Loan Agreement and the Guaranty are only summaries and are qualified in their entirety by reference to the full text of the Term Loan Agreement and the Guaranty, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, each of which is incorporated herein by reference.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated herein by reference.
Item 7.01. | Regulation FD Disclosure. |
On November 17, 2022, the Company issued a press release announcing its entry into the Term Loan Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the company or the operating partnership under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Exhibit Description | |
10.1† | Term Loan Agreement dated as of November 17, 2022 | |
10.2 | Guaranty dated as of November 17, 2022 | |
99.1 | Press Release Dated November 17, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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.
Date: November 17, 2022
SPIRIT REALTY CAPITAL, INC. | ||
By: | /s/ Michael Hughes | |
Michael Hughes | ||
Executive Vice President and Chief Financial Officer |