Sila Realty Trust (SILA) SC TO-I/A Issuer tender offer statement (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

AMENDMENT NO. 4
TO
SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

___________________________________________

SILA REALTY TRUST, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $0.01 par value per share(Title of Class of Securities)

146280508
(CUSIP Number of Class of Securities)

Michael A. Seton
President and Chief Executive Officer
Sila Realty Trust, Inc.
1001 Water Street, Suite 800
Tampa, Florida 33602
813-287-0101
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Michael M. Mills, Jr.

Holland & Knight LLP

100 North Tampa Street

Suite 4100

Tampa, Florida 33602

(813) 227-6324

___________________________________________

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐	third-party tender offer subject to Rule 14d-1.
☒	issuer tender offer subject to Rule 13e-4.
☐	going-private transaction subject to Rule 13e-3.
☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed by Sila Realty Trust, Inc., a Maryland corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on June 13, 2024 (together with any amendments or supplements thereto, including this Amendment, the “Schedule TO”), which relates to the offer by the Company to purchase for cash up to $50 million in value of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a price specified by the tendering stockholders of not greater than $24.00 nor less than $22.60 per Share, net to the seller in cash, less any applicable withholding taxes and without interest.

The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 13, 2024 (the “Offer to Purchase”), and in the related Letter of Transmittal and Important Instructions and Information, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively (which together, as amended or supplemented from time to time, constitute the “Offer”).

This Amendment is being filed to amend and supplement the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Items 1 through 11.

The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

Summary Term Sheet

On page 6, the following text in the second paragraph under the subsection “What is the effect of the Offer?” in the Summary Term Sheet is deleted in its entirety:

“In addition, there is a risk that tenders by other stockholders could potentially result in non-tendering or other stockholders losing custody of their Shares due to the Company’s ownership restrictions set forth in its charter. See Summary Term Sheet – What if purchasers of Shares held by other stockholders cause me to beneficially or constructively own Shares in excess of the ownership limits in the Company’s charter?”

On pages 13 – 14, the subsection “What if purchasers of Shares held by other stockholders cause me to beneficially or constructively own Shares in excess of the ownership limits in the Company’s charter?” in the Summary Term sheet is deleted in its entirety.

8. Certain Effects of the Offer

On page 26, the fourth paragraph under the heading “8 Certain Effects of the Offer” is deleted in its entirety.

ITEM 12.     EXHIBITS.

Item 12 and the Exhibit Index of the Schedule TO are hereby amended and supplemented by replacing Exhibit (a)(1)(A) with the following exhibit, which incorporates the aforementioned changes into the Offer to Purchase:

“(a)(1)(A) Offer to Purchase, dated June 13, 2024, as amended.”

Item 12 and the Exhibit Index of the Schedule TO are hereby amended and supplemented by adding the following exhibit:

“(a)(5)(E) Press release issued July 15, 2024”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 15, 2024	Sila Realty Trust, Inc.
	By:	/s/ MICHAEL A. SETON
		Michael A. Seton
		President and Chief Executive Officer

	EXHIBIT INDEX
(a)(1)(A)+	Offer to Purchase, dated June 13, 2024, as amended
(a)(1)(B)*	Letter of Transmittal
(a)(1)(C)*	Important Instructions and Information, dated June 13, 2024
(a)(1)(D)*	Odd Lot Certification Form
(a)(1)(E)*	Form of Withdrawal Letter
(a)(1)(F)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated June 13, 2024
(a)(5)(A)*	Press Release issued June 13, 2024
(a)(5)(B)**	Shareholder Letter, dated June 13, 2024
(a)(5)(C)**	Frequently Asked Questions, dated June 13, 2024
(a)(5)(D)***	Excerpt from "Sila Realty Trust Goes to the NYSE", published in GlobeSt on June 20, 2024
(a)(5)(E)+	Press Release issued July 15, 2024
(d)(1)	Employment Agreement, by and among Carter Validus Mission Critical REIT II, Inc., Carter Validus Operating Partnership II, LP, CV Manager, LLC and Michael A. Seton, dated as of July 28, 2020 (included as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on July 29, 2020, and incorporated herein by reference).
(d)(2)	Amendment to Employment Agreement made and entered into on June 21, 2022, by and between Sila Realty Trust, Inc., Sila Realty Operating Partnership, LP, Sila Realty Management Company, LLC and Michael A. Seton (included as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-55435) filed on June 21, 2022, and incorporated herein by reference).
(d)(3)	Employment Agreement, by and among Carter Validus Mission Critical REIT II, Inc., Carter Validus Operating Partnership II, LP, CV Manager, LLC and Kay C. Neely, dated as of July 28, 2020 (included as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on July 29, 2020, and incorporated herein by reference).
(d)(4)	Amendment to Employment Agreement made and entered into on June 21, 2022, by and between Sila Realty Trust, Inc., Sila Realty Operating Partnership, LP, Sila Realty Management Company, LLC and Mary (“Kay”) C. Neely (included as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 000-55435) filed on June 21, 2022, and incorporated herein by reference).
(d)(5)	Form of Deferred Stock Award Agreement (included as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on January 8, 2021, and incorporated herein by reference).
(d)(6)	Form of First Amendment to Deferred Stock Award Agreement (included as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on September 10, 2021, and incorporated herein by reference).
(d)(7)	Carter Validus Mission Critical REIT II, Inc. Amended and Restated 2014 Restricted Share Plan, dated March 6, 2020 (included as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-55435) filed on March 10, 2020, and incorporated herein by reference).
(107)*	Filing Fee Table

*    Previously filed on Schedule TO, as amended, dated June 13, 2024.

**    Previously filed on Schedule TO-I/A, dated June 13, 2024.

***    Previously filed on Schedule TO-I/A, dated June 20, 2024.

+    Filed herewith.