SEC Info - Spirit Realty Capital, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 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): i August 22, 2022

i SPIRIT REALTY CAPITAL, INC.

(Exact name of registrant as specified in its charter)

i Maryland

i 001-36004

i 20-1676382

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

i 2727 North Harwood Street, i Suite 300

i Dallas, i Texas i 75201

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: i (972) i 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):

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	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.	i Common Stock, $0.05 par value per share	i SRC	i New York Stock Exchange
Spirit Realty Capital, Inc.	i 6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	i SRC-A	i 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).

Emerging growth company i ☐

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. ☐

Introductory Note

Unless otherwise indicated or unless the context requires otherwise, all references in this report to the “Company” refer to Spirit Realty Capital, Inc., together with its consolidated subsidiaries, including Spirit Realty, L.P., its “Operating Partnership.”

Item 1.01.

Entry into a Material Definitive Agreement.

On August 22, 2022, the Operating Partnership entered into an unsecured term loan agreement with the parties named therein (the “Term Loan Agreement”). The Term Loan Agreement provides for an initial aggregate amount of $800.0 million comprised of a $300.0 million three-year tranche with a maturity date of August 22, 2025 and a $500.0 million five-year tranche with a maturity date of August 20, 2027. The Term Loan Agreement also includes an accordion feature to increase the available term loans in the aggregate amount of $200.0 million (such that the term loans shall not exceed $1.0 billion), subject to obtaining lender commitments and the satisfaction of certain customary conditions. The Term Loan Agreement provides that the term loans will bear interest, at the Operating Partnership’s option, at the rate of either (x) a term rate benchmark plus an applicable margin ranging from 80 to 160 basis points depending on the Operating Partnership’s credit rating, or (y) base rate plus an applicable margin ranging from 0 to 60 basis points depending on the Operating Partnership’s credit rating; provided that upon the achievement of a certain leverage ratio, so long as the credit rating is not lower than BBB/Baa2, the applicable margins will be based on the credit rating of BBB+/Baa1/BBB+.

The Operating Partnership is required to comply with the following financial covenants under the Term Loan Agreement:

•

Maximum total debt to total asset value ratio not to exceed 0.60:1.00;

•

Ratio of Adjusted EBITDA to fixed charges ratio not less than 1.50:1.00;

•

Maximum secured debt to total asset value ratio not to exceed 0.40:1.00;

•

Ratio of unencumbered NOI to unsecured interest expense not less than 1.75:1.00; and

•

Maximum unsecured debt to unencumbered asset value ratio not to exceed 0.60:1.00.

The Term Loan Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of the Company to pay dividends and enter into certain transactions. A breach of such covenants or any other event of default would entitle the administrative agent to accelerate the Operating Partnership’s debt obligations.

In connection with the Term Loan Agreement, the Company entered into a guaranty (the “Guaranty”) pursuant to which it has absolutely, irrevocably and unconditionally guaranteed to the administrative agent for the benefit of the lenders party to the Term Loan Agreement, the payment and performance of the obligations of the Operating Partnership under the Term Loan Agreement as and when due and payable.

The foregoing descriptions of the Term Loan Agreement and the Guaranty are only summaries and are qualified in their entirety by reference to the full text of the Term Loan Agreement and the Guaranty, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, each of which is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On August 22, 2022, the Company issued a press release announcing its entry into the Term Loan Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the company or the operating partnership under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Exhibit Description

10.1†		Term Loan Agreement dated as of August 22, 2022

10.2		Guaranty dated as of August 22, 2022

99.1		Press Release Dated August 22, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

†	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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.

Date: August 22, 2022


SPIRIT REALTY CAPITAL, INC.

By:		/s/ *Michael Hughes*
		Michael Hughes
		Executive Vice President and Chief Financial Officer

This ‘8-K’ Filing	Date	Other Filings

	8/20/27	None on these Dates
	8/22/25
Filed on / For Period end:	8/22/22
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Spirit Realty Capital, Inc. – ‘8-K’ for 8/22/22

On: Monday, 8/22/22, at 4:18pm ET · For: 8/22/22 · Accession #: 1193125-22-226473 · File #: 1-36004

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