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): August 16, 2021
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SILA REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland | | 000-55435 | | 46-1854011 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
4890 West Kennedy Blvd.
Suite 650
Tampa, Florida 33609
(Address of principal executive offices)
(813) 287-0101
(Registrant’s telephone number, including area code)
N/A
(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: None
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
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).
| | | | | | | | |
| 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. | | ☐ |
Item 1.01 Entry into a Material Definitive Agreement.
The information reported in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
As previously reported in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on August 13, 2019, Sila Realty Trust, Inc. (the "Company"), Sila Realty Operating Partnership, LP ("SROP"), and certain of the Company’s subsidiaries entered into the Fourth Amended and Restated Credit Agreement, as amended (the "A&R Credit Agreement"), on August 7, 2019, related to the Company's credit facility (the "KeyBank Credit Facility”) with KeyBank National Association (“KeyBank”), as lender and Administrative Agent (as defined in the A&R Credit Agreement), and the other lenders listed as lenders in the A&R Credit Agreement. The maximum commitment available to date under the KeyBank Credit Facility is a $500,000,000 revolving line of credit, with a maturity date of April 27, 2022, subject to the Company’s right to a 12-month extension period.
The actual amount of credit available under the KeyBank Credit Facility is a function of certain loan-to-cost, loan-to-value and debt service coverage ratios contained in the KeyBank Credit Facility.
Simultaneously with the A&R Credit Agreement’s execution, on August 7, 2019, the Company, SROP, and certain of the Company’s subsidiaries entered into the Term Loan Agreement, as amended (the “Term Loan Agreement”), with KeyBank, as lender and Administrative Agent (as defined in the Term Loan Agreement), and the other lenders listed as lenders in the Term Loan Agreement. The maximum commitment available to date under the Term Loan Agreement is $520,000,000, with a maturity date of December 31, 2024 (the "Term Loan"). Subject to certain conditions, the Term Loan can be increased to $600,000,000 any time before December 31, 2023.
The Company refers to the KeyBank Credit Facility and the Term Loan together as the "Unsecured Credit Facility," which have aggregate commitments available of $1,020,000,000.
On August 17, 2021, wholly-owned subsidiaries of SROP entered into joinder agreements with KeyBank, as Administrative Agent (the "Joinder Agreements"), to become subsidiary guarantors under the Unsecured Credit Facility and to add five healthcare properties to the unencumbered pool of the Unsecured Credit Facility, which increased the Company’s total pool availability under the Unsecured Credit Facility by approximately $129,030,000. The material terms of the Joinder Agreements are qualified in their entirety by the terms of the agreements attached hereto as Exhibits 10.1 through Exhibit 10.2 and are incorporated herein by reference.
As of August 17, 2021, the Company had a total pool availability under the Unsecured Credit Facility of $1,020,000,000 and an aggregate outstanding principal balance of $520,000,000; therefore, $500,000,000 was available to be drawn thereunder.
Item 8.01 Other Events.
Change in Transfer Agent
Effective as of August 16, 2021, the Company entered into a Transfer Agency and Service Agreement (the “Transfer Agent Agreement”) appointing Computershare Trust Company, N.A. and Computershare Inc. (together, “Computershare”) as its new stock transfer agent, administrator and registrar. Stockholders, including participants in the distribution reinvestment plan, may contact Computershare by:
Internet: web.queries@computershare.com
Telephone: 833-404-4107 or 781-575-2428
Mail: Computershare
Alternative Investments
P.O. Box 43007
Providence, RI 02940-3007
Overnight Delivery: Computershare
Alternative Investments
150 Royall Street, Suite 101
Canton, MA 02021
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| 10.1 | Joinder Agreement (Master Credit Facility), dated August 17, 2021, by HCII-330 W. BEN WHITE BOULEVARD, LLC, HCPII-HPI 3100 SW 89th STREET, LLC, HCII-555 MIDTOWNE STREET NE, LLC, HCII-92 BRICK ROAD, LLC, HCII HPI-9800 BROADWAY EXTENSION, LLC, HCPII-TEXAS REHAB HOSPITAL PORTFOLIO, LLC and HCII-HPI HEALTHCARE PORTFOLIO, LLC, to KeyBank National Association, as Agent. |
| 10.2 | Joinder Agreement (Term Loan), dated August 17 2021, by HCII-330 W. BEN WHITE BOULEVARD, LLC, HCPII-HPI 3100 SW 89th STREET, LLC, HCII-555 MIDTOWNE STREET NE, LLC, HCII-92 BRICK ROAD, LLC, HCII HPI-9800 BROADWAY EXTENSION, LLC, HCPII-TEXAS REHAB HOSPITAL PORTFOLIO, LLC and HCII-HPI HEALTHCARE PORTFOLIO, LLC, to KeyBank National Association, as Agent. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
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| | SILA REALTY TRUST, INC. |
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| Dated: August 19, 2021 | | By: | /s/ Kay C. Neely |
| | Name: | Kay C. Neely |
| | Title: | Chief Financial Officer |
