8-K 1 d771516d8k.htm FORM 8-K Form 8-K

 

 

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): June 20, 2019

 

 

SPIRIT REALTY CAPITAL, INC.

SPIRIT REALTY, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland

(Spirit Realty Capital, Inc.)

   001-36004  

20-1676382

(Spirit Realty Capital, Inc.)

Delaware

(Spirit Realty, L.P.)

   333-216815-01  

20-1127940

(Spirit Realty, L.P.)

(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

Symbol(s)

  

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).

 

Spirit Realty Capital, Inc.:    Emerging growth company  ☐   
Spirit Realty, L.P.:    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.

 

Spirit Realty Capital, Inc.:  ☐    Spirit Realty, L.P.:  ☐   

 

 

 

Item 8.01

Other Events.

On June 20, 2019, Spirit Realty Capital, Inc. (the “Company”) and Spirit Realty, L.P. (the “Operating Partnership”) entered into an underwriting agreement with Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in the underwriting agreement with respect to an underwritten public offering of $400,000,000 aggregate principal amount of the Operating Partnership’s 4.000% Senior Notes due 2029 (the “Notes”), which are to be fully and unconditionally guaranteed by the Company.

The closing of the sale of the Notes is expected to occur on June 27, 2019, subject to the satisfaction of customary closing conditions. The Notes will be issued pursuant to a base indenture, dated as of August 18, 2016, by and among the Operating Partnership, as issuer, and U.S. Bank National Association, as trustee, to be supplemented by a second supplemental indenture, by and among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee, to be dated as of the closing date, which will be filed with the Securities and Exchange Commission on a subsequent Current Report on Form 8-K.

The Notes are being offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on September 25, 2017 (Registration Nos. 333-220618 and 333-220618-01), a base prospectus, dated September 25, 2017, and a prospectus supplement, dated June 20, 2019, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The foregoing description of the underwriting agreement is qualified in its entirety by the underwriting agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
Number		   

Exhibit Title

1.1    Underwriting Agreement, dated June  20, 2019, between Spirit Realty Capital, Inc., Spirit Realty, L.P. and Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: June 26, 2019

 

  SPIRIT REALTY CAPITAL, INC.
By:  

/s/ Michael Hughes

  Michael Hughes
  Executive Vice President and Chief Financial Officer
  SPIRIT REALTY, L.P.
By:   Spirit General OP Holdings, LLC, as general partner of Spirit Realty, L.P.
By:  

/s/ Michael Hughes

  Michael Hughes
  Executive Vice President and Chief Financial Officer