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As Of Filer Filing For·On·As Docs:Size 8/19/16 Spirit Realty Capital, Inc. 8-K:1,2,9 8/18/16 4:935K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 33K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 204K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 254K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 85K
Document |
Maryland | 0001-36004 | 20-1676382 |
(State
or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
• | an amount equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and |
• | a
make-whole premium calculated in accordance with the Indenture. |
• | default for 30 days in the payment of any installment of interest under the Notes;
|
• | default in payment of the principal amount or redemption price due with respect tot he Notes, when the same becomes due and payable; |
• | the guarantee of the Guarantor is not (or is claimed by the Guarantor in writing to the trustee not to be) in full force and effect (other than in accordance with the terms of the Indenture) with respect to the Notes; |
• | failure
to comply with any of the agreements contained in the Notes or the Indenture with respect to the Notes upon receipt of notice of such default by the trustee or by holders of not less than 25% in aggregate principal |
• | failure to pay any indebtedness that is (a) of the Issuer or the Guarantor, any subsidiary in which
the Issuer or Guarantor has invested at least $50,000,000 in capital or any entity in which the Issuer is the general partner of managing member, and (b) in an outstanding principal amount in excess of $50,000,000 at final maturity or upon acceleration after the expiration of any applicable grace period, which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to the Issuer from the trustee (or to the Issuer and the trustee from holders of at least 25% in principal amount of the outstanding Notes); and |
• | certain events in bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Issuer, Guarantor, or any significant
subsidiary (as defined in the indenture) or all or substantially all of their respective property. |
• | use commercially reasonable efforts to file a registration statement with the United States Securities and Exchange Commission ("SEC") registering exchange notes with nearly identical terms to the Notes: |
• | use commercially reasonable efforts to cause the registration statement to be declared effective; |
• | use
commercially reasonable efforts to consummate the exchange offer within 90 business days after the registration statement is declared effective; and |
• | in the event that the Issuer and the Guarantor determine that a registered exchange offer is not available or may not be completed because it would violate any applicable law or applicable interpretations of the staff of the SEC or, if for any reasons the exchange offer is not for any other reason completed within 300 days after August 18, 2016, or, in certain other circumstances, use commercially reasonable efforts to file and have become effective a "shelf registration statement' relating to resales of the Notes and to keep that shelf registration
effective until the date that the Notes cease to be "registrable securities" (as defined in the Registration Rights Agreement) or such shorter period that will terminate when all Notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement. |
Item
9.01 | Financial Statements and Exhibits. |
Exhibit Number | Description | |
4.1 | Indenture,
dated as of August 18, 2016, among Spirit Realty, L.P., as issuer, and U.S. Bank, National Association, as trustee. | |
4.2 | First Supplemental Indenture, dated as of August 18, 2016, among Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as guarantor, and U.S. Bank, National Association, as trustee, including the form of the Notes and the guarantee. | |
4.3 | Registration
Rights Agreement, dated August 18, 2016, among the Issuer, the Guarantor and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC. |
Spirit Realty Capital, Inc. | ||
By: | ||
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer) |
Exhibit Number | Description | |
4.1 | Indenture,
dated as of August 18, 2016, among Spirit Realty, L.P., as issuer, and U.S. Bank, National Association, as trustee. | |
4.2 | Indenture, dated as of August 18, 2016, among Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as guarantor, and U.S. Bank, National Association, as trustee, including the form of the Notes and the guarantee. | |
4.3 | Registration
Rights Agreement, dated August 18, 2016, among the Issuer, the Guarantor and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC. |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
9/15/26 | None on these Dates | |||
6/15/26 | ||||
3/15/17 | ||||
Filed as of: | 8/19/16 | |||
Filed on / For Period End: | 8/18/16 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 Realty Income Corp. 10-K 12/31/23 133:19M 1/24/24 Realty Income Corp. 8-K:1,2,3,5 1/22/24 16:3.2M Toppan Merrill/FA 2/28/23 Spirit Realty Capital, Inc. 10-K 12/31/22 105:47M Donnelley … Solutions/FA 2/14/22 Spirit Realty Capital, Inc. 10-K 12/31/21 107:41M ActiveDisclosure/FA 3/03/21 Spirit Realty Capital, Inc. 8-K:1,2,9 3/03/21 16:906K Donnelley … Solutions/FA 2/19/21 Spirit Realty Capital, Inc. 10-K 12/31/20 162:75M Donnelley … Solutions/FA 10/13/20 Spirit Realty Capital, Inc. S-3ASR 10/13/20 7:896K Donnelley … Solutions/FA 8/06/20 Spirit Realty Capital, Inc. 8-K:1,2,8,9 8/03/20 17:873K Donnelley … Solutions/FA |