SPIRIT REALTY CAPITAL, INC. : Other events, financial statements and exposures (form 8-K)
ITEM 8.01 OTHER EVENTS
Sales of shares of its ordinary shares, if any, made through agents, as sales agents of the Company or, if applicable, as forward sellers in accordance with the agreement of distribution of shares, may be effected in connection with sales deemed to be “to market offers” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including (1) by means of of ordinary brokerage transactions on the
Agents are not required to sell a specific number or amount of common shares of the Company, but will use their commercially reasonable efforts in accordance with the normal business and selling practices of the Company as sales agents or futures sellers. and subject to the terms of the share distribution agreement and, in the case of shares offered through such agents as forward sellers, the relevant forward sale agreement to sell the common shares of the Company, in accordance with the instructions of the Company and, in the case of shares offered through such agents as forward sellers, the relevant forward buyer. The common shares of the Company offered and sold through the agents, as selling agents or forward sellers, in accordance with the share distribution agreement will be offered and sold through a single agent on a given day.
Each agent will receive from the Company a commission which will not exceed, but may be less than 2.0% of the gross selling price of the common shares of the Company sold through it as a commercial agent. Under the terms of the share distribution agreement, the Company may also sell shares of its common stock to each of the agents, as principal, at a price agreed upon at the time of sale. If the Company sells shares of its common stock to an agent as principal, the Company will enter into a separate terms agreement with the agent, setting out the terms of that transaction, and the Company will describe the arrangement in a prospectus supplement. or separate pricing. extra charge. In connection with each forward sale contract, the Company will pay the relevant agent, acting as a forward seller, a commission, in the form of a reduction of the original forward price under the forward sale contract. related term, at a mutually agreed upon rate which will not (except as provided below) exceed, but may be less than, 2.0% of the gross selling price per share of the borrowed shares of its common shares sold by the ” intermediary of such an agent, as a forward seller, during the applicable forward selling period for those shares (subject to certain possible adjustments to this gross selling price for daily accruals and any quarterly dividends having a date “Ex-dividend” during this forward sale period).
The share distribution agreement provides that in addition to the issuance and sale by the Company of shares of its ordinary shares to or through the agents, the Company may enter into forward sale agreements. distinct, with each of the
attempt to borrow from third parties and sell, through the relevant agent, acting as the selling agent for that forward buyer, shares of its common stock to hedge the exposure of that forward buyer under this forward sales contract. The Company will not initially receive any proceeds from the sale of shares of its common shares borrowed by a forward buyer (or its subsidiary) and sold through a forward seller.
The Company currently expects to physically settle each forward sale contract, if any, with the relevant forward buyer on one or more dates specified by the Company on the expiration date of such forward sale contract. or earlier, although, as set out below, the Company will generally have the right, subject to certain exceptions, to elect cash settlement or net stock settlement instead of physical settlement for any share that the Company has agreed to sell under this forward sales contract. If the Company elects or is deemed to have chosen to physically settle any forward sales contract by delivering shares of its common stock, the Company will receive a cash amount from the relevant forward buyer equal to the proceeds (1) of the price at term per share under this forward sales contract and (2) the number of ordinary shares for which the Company has chosen or is deemed to have chosen physical settlement, subject to price adjustment and other provisions of this forward sales contract. Each forward sales contract will provide that the forward price will be subject to a daily adjustment based on a variable interest rate factor equal to a specified daily rate less a spread. In addition, the forward price will be subject to a decrease on certain dates specified in the relevant forward sales contract in the amount per share of quarterly dividends that the Company expects to declare on its common shares during the term of such contract. forward sale. If the specified daily rate is less than the applicable spread on a given day, the interest rate factor will result in a daily reduction in the forward price.
The Company intends to pay the net proceeds it receives from the issuance and sale by the Company of any shares of its common stock to or through the agents and any net proceeds it receives in under any forward sales contract with the relevant forward buyers in the
All Common Shares which may be offered and sold pursuant to the Share Distribution Agreement will be offered and sold pursuant to a valid registration statement filed with the
This current report does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of such securities in any State in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under securities laws. of such a state.
The share distribution agreement (which includes, as an attachment, the form of the forward sales contract) is filed as Exhibit 1.1 to this report. The description of certain provisions of the Share Distribution Agreement and the Forward Sale Agreement appearing in this current report is not complete and is subject to, and qualified in its entirety by reference to, the Agreement of distribution of shares (including that form of forward sales contract included therein) filed herewith as an attachment to this report and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND DOCUMENTS
(d) Exhibits. 1.1 Equity Distribution Agreement, dated as of
November 19, 2021, by and among Spirit Realty Capital, Inc., Spirit Realty, L.P.and BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc.and Wells Fargo Securities, LLC, as sales agents, principals and/or (except in the case of BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc.and Stifel, Nicolaus & Company, Incorporated) forward sellers, and Bank of America, N.A., The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Regions Bank, Royal Bank of Canada, Truist Bankand Wells Fargo Bank, National Association, as forward purchasers. 5.1 Opinion of Ballard Spahr LLP. 23.1 Consent of Ballard Spahr LLP(contained in the opinion filed as Exhibit 5.1 hereto). 99.1 Form of forward sale agreement, between the Company and a forward purchaser (included in Exhibit 1.1 hereto). 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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