UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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) | ||
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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. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
On May 19, 2021, STORE Capital Corporation (the “Company”) and STORE Master Funding I, LLC; STORE Master Funding II, LLC; STORE Master Funding III, LLC; STORE Master Funding IV, LLC; STORE Master Funding V, LLC; STORE Master Funding VI, LLC; STORE Master Funding VII, LLC; STORE Master Funding XIV, LLC; STORE Master Funding XIX, LLC; and STORE Master Funding XX, LLC (each, a Delaware limited liability company and a wholly owned, special purpose bankruptcy-remote, indirect subsidiary of the Company, and together, the “Issuers”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC (together, the “Initial Purchasers”), pursuant to which the Issuers agreed to sell $515,000,000 in aggregate principal amount of STORE Master Funding Net-Lease Mortgage Notes, Series 2021-1(the “Class A Notes”) to qualified institutional investors in reliance on certain exemptions from registration under the Securities Act of 1933, as amended, (the “Securities Act”) and upon certain representations and warranties made by the Initial Purchasers in the Note Purchase Agreement. Additional Notes, in the aggregate principal amount of $35,000,000 (the “Class B Notes” and, collectively, with the Class A Notes, the “Notes”), will be issued to an affiliate of the Company. The Note Purchase Agreement contains customary representations, warranties and agreements by the Company and the Issuers.
The Class A Notes will be issued in four classes in a private placement to qualified institutional investors, and the Class B Notes will be retained by the Company. The Notes will bear the following initial principal amounts, annual interest rates, anticipated repayment dates, and expected Standard & Poor’s ratings, respectively:
Class of Notes | Initial Principal Balance | Note Rate | Anticipated Repayment Date | Rated Final Payment Date | Expected Rating (S&P) | |||||
A-1 (AAA) | $168,500,000 | 2.12% | June 2028 | June 2051 | AAA(sf) | |||||
A-2 (AAA) | $168,500,000 | 2.96% | June 2033 | June 2051 | AAA(sf) | |||||
A-3 | $ 89,000,000 | 2.86% | June 2028 | June 2051 | A+(sf) | |||||
A-4 | $ 89,000,000 | 3.70% | June 2033 | June 2051 | A+(sf) | |||||
B | $ 35,000,000 | 4.70% | June 2033 | June 2051 | BBB(sf) |
The Company and the Issuers intend to use the net proceeds from the sale of the Class A Notes to refinance or repay certain indebtedness, pay fees and expenses related to the issuance and fund other general corporate purposes. The Class B Notes will be retained by an affiliate of the Company and may be sold in the future.
The Notes have not been and will not be registered under the Securities Act and may not be offered and sold absent registration or an applicable exemption from registration.
Item 7.01 | Regulation FD Disclosure. |
On May 20, 2021, the Company issued a press release announcing the Company’s pricing of the Notes. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01 and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| STORE Capital Corporation | |
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Dated: May 20, 2021 | ||
| By: | /s/ Chad A. Freed |
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| Chad A. Freed |
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| Executive Vice President – General Counsel |
Exhibit 99.1
STORE Capital Announces Pricing of $515 Million Securitization
SCOTTSDALE, Ariz., May 20, 2021 -- STORE Capital Corporation (NYSE: STOR), an internally managed net-lease real estate investment trust (REIT) that invests in Single Tenant Operational Real Estate, today announced that it priced $515 million of long-term fixed-rate notes designated as STORE Master Funding Net-Lease Mortgage Notes, Series 2021-1. This will be the tenth note issuance under STORE’s Master Funding debt program, its proprietary structured debt financing vehicle.
The notes will be issued in four classes in a private placement to premier institutional buyers. Notes aggregating $337 million are expected to be rated AAA by Standard & Poor’s Ratings Services (S&P) and include $168.5 million of 7-year Class A-1 notes issued at an interest rate of 2.12% and $168.5 million of 12-year Class A-2 notes issued at an interest rate of 2.96%. Two classes are expected to be rated A+ by S&P and include $89 million of 7-year Class A-3 notes issued at an interest rate of 2.86% and $89 million of 12-year Class A-4 notes issued at an interest rate of 3.70%. The weighted average interest cost of the notes was 2.80%, comprised of 2.38% on the 7-year notes and 3.22% on the 12-year notes. The transaction is expected to close on June 29, 2021, subject to satisfaction of customary closing conditions.
This transaction effectively refinances more than $170 million of previously issued Master Funding notes that were prepayable without penalty. This refinancing includes issuances to be prepaid in May and July of 2021, which bear a weighted average interest rate of 4.98%, and will provide STORE with an annual interest savings of approximately $3.8 million. Following the prepayment of both classes, the debt issuance will extend the weighted average life of STORE’s term borrowings from 6.4 to 6.9 years.
“We are thrilled with the execution of this Master Funding transaction. Not only does it substantially reduce our cost of capital, but it also speaks to the resiliency of our portfolio through a global pandemic. I’d like to welcome all the new investors to the program and thank our existing investors who continue to support our Master Funding program, as part of our tenth issuance. I’m also grateful to the entire STORE team for executing such a successful debt transaction at an overall coupon of 2.80%, the lowest since the inception of our Master Funding program,” said Mary Fedewa, STORE Capital’s President and Chief Executive Officer.
The notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The notes were offered and will be sold in the United States in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of any offer to buy the notes described herein nor shall there be any sale of the notes in any jurisdiction in which such offer,
STORE Capital Corporation
Page 2 of 2
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About STORE Capital
STORE Capital Corporation is an internally managed net-lease real estate investment trust, or REIT, that is the leader in the acquisition, investment and management of Single Tenant Operational Real Estate, which is its target market and the inspiration for its name. STORE Capital is one of the largest and fastest growing net-lease REITs and owns a large, well-diversified portfolio that consists of investments in more than 2,600 property locations across the United States, substantially all of which are profit centers. Additional information about STORE Capital can be found on its website at www.storecapital.com.
Forward-Looking Statements
Certain statements contained in this press release that are not historical facts contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to the “safe harbor” created by those sections. Forward-looking statements can be identified by the use of words such as “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximate” or “plan,” or the negative of these words and phrases or similar words or phrases. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. For more information on risk factors for STORE Capital’s business, please refer to the periodic reports the Company files with the Securities and Exchange Commission from time to time. These forward-looking statements herein speak only as of the date of this press release and should not be relied upon as predictions of future events. STORE Capital expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in STORE Capital’s expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except as required by law.
Contacts:
Financial Profiles, Inc.
STORECapital@finprofiles.com
Investors or Media:
Moira Conlon, 310-622-8220
Lisa Mueller, 310-622-8231
# # #
Document and Entity Information |
May 19, 2021 |
---|---|
Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | May 19, 2021 |
Entity Registrant Name | STORE Capital Corporation |
Entity Incorporation, State or Country Code | MD |
Entity File Number | 001-36739 |
Entity Tax Identification Number | 45-2280254 |
Entity Address, Address Line One | 8377 East Hartford Drive, Suite 100 |
Entity Address, City or Town | Scottsdale |
Entity Address, State or Province | AZ |
Entity Address, Postal Zip Code | 85255 |
City Area Code | 480 |
Local Phone Number | 256-1100 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | STOR |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001538990 |
Amendment Flag | false |
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