Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The 2028 Notes
The 2028 Notes are fully and unconditionally guaranteed by the Guarantor (the
"2028 Guarantee"). The terms of the 2028 Notes are governed by an indenture,
dated as of
The purchase price paid by the underwriters for the 2028 Notes was 98.739% of
the principal amount thereof. The 2028 Notes are the Issuer's senior unsecured
obligations and rank equally in right of payment with all of the Issuer's other
existing and future senior unsecured indebtedness. However, the 2028 Notes are
effectively subordinated in right of payment to all of the Issuer's existing and
future mortgage indebtedness and other secured indebtedness (to the extent of
the collateral securing the same) and to all existing and future indebtedness
and other liabilities, whether secured or unsecured, of the Issuer's
subsidiaries and of any entity the Issuer accounts for using the equity method
of accounting and to all preferred equity not owned by the Issuer, if any, in
its subsidiaries and of any entity the Issuer accounts for using the equity
method of accounting. The 2028 Notes bear interest at 2.100% per annum. Interest
is payable on
The 2028 Notes will be redeemable in whole at any time or in part from time to time, at the Issuer's option, at a redemption price equal to the sum of:
• an amount equal to 100% of the principal amount of the 2028 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 2028 Notes Indenture.
Notwithstanding the foregoing, if any of the 2028 Notes are redeemed on or after
Certain events are considered events of default, which may result in the accelerated maturity of the 2028 Notes, including:
• default for 30 days in the payment of any installment of interest under the 2028 Notes; • default in payment of the principal amount or redemption price due with respect to the 2028 Notes, when the same becomes due and payable; • the 2028 Guarantee 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 2028 Notes Indenture) with respect to the 2028 Notes;
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• failure by the Issuer or the Guarantor to comply with any of the agreements contained in the 2028 Notes or the 2028 Notes Indenture with respect to the 2028 Notes upon receipt of notice of such default by the trustee or by holders of not less than 25% in aggregate principal amount of the 2028 Notes then outstanding and failure to cure (or obtain a waiver of) such default within 60 days after receipt of such notice; • 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 2028 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 2028 Notes Indenture) or all or substantially all of their respective property.
The 2032 Notes
The 2032 Notes are fully and unconditionally guaranteed by the Guarantor (the
"2032 Guarantee" and, together with the 2028 Guarantee, the "Guarantees"). The
terms of the 2032 Notes are governed by the Base Indenture, as supplemented by a
seventh supplemental indenture, dated as of
The purchase price paid by the underwriters for the 2032 Notes was 98.694% of
the principal amount thereof. The 2032 Notes are the Issuer's senior unsecured
obligations and rank equally in right of payment with all of the Issuer's other
existing and future senior unsecured indebtedness. However, the 2032 Notes are
effectively subordinated in right of payment to all of the Issuer's existing and
future mortgage indebtedness and other secured indebtedness (to the extent of
the collateral securing the same) and to all existing and future indebtedness
and other liabilities, whether secured or unsecured, of the Issuer's
subsidiaries and of any entity the Issuer accounts for using the equity method
of accounting and to all preferred equity not owned by the Issuer, if any, in
its subsidiaries and of any entity the Issuer accounts for using the equity
method of accounting. The 2032 Notes bear interest at 2.700% per annum. Interest
is payable on
The 2032 Notes will be redeemable in whole at any time or in part from time to time, at the Issuer's option, at a redemption price equal to the sum of:
• an amount equal to 100% of the principal amount of the 2032 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 2032 Notes Indenture.
Notwithstanding the foregoing, if any of the 2032 Notes are redeemed on or after
Certain events are considered events of default, which may result in the accelerated maturity of the 2032 Notes, including:
• default for 30 days in the payment of any installment of interest under the 2032 Notes; • default in payment of the principal amount or redemption price due with respect to the 2032 Notes, when the same becomes due and payable;
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• the 2032 Guarantee 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 2032 Notes Indenture) with respect to the 2032 Notes; • failure by the Issuer or the Guarantor to comply with any of the agreements contained in the 2032 Notes or the 2032 Notes Indenture with respect to the 2032 Notes upon receipt of notice of such default by the trustee or by holders of not less than 25% in aggregate principal amount of the 2032 Notes then outstanding and failure to cure (or obtain a waiver of) such default within 60 days after receipt of such notice; • 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 2032 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 2032 Notes Indenture) or all or substantially all of their respective property.
The descriptions of the Base Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Base Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, respectively.
The Notes were offered pursuant to an effective shelf registration statement
filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofAugust 18, 2016 , amongSpirit Realty, L.P. , as issuer, andU.S. Bank, National Association , as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K ofSpirit Realty Capital, Inc. filed onAugust 19, 2016 ). 4.2 Sixth Supplemental Indenture, dated as ofMarch 3, 2021 , amongSpirit Realty, L.P. , as issuer,Spirit Realty Capital, Inc. , as guarantor, andU.S. Bank National Association , as trustee, including the form of the 2028 Notes and the 2028 Guarantee. 4.3 Seventh Supplemental Indenture, dated as ofMarch 3, 2021 , amongSpirit Realty, L.P. , as issuer,Spirit Realty Capital, Inc. , as guarantor, andU.S. Bank National Association , as trustee, including the form of the 2032 Notes and the 2032 Guarantee. 5.1 Opinion ofLatham and Watkins LLP . 5.2 Opinion ofBallard Spahr LLP . 5.3 Opinion ofRichards, Layton & Finger, P.A . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1).
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23.2 Consent ofBallard Spahr LLP (included in Exhibit 5.2). 23.3 Consent ofRichards, Layton & Finger, P.A . (included in Exhibit 5.3). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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