Item 8.01 Other Events.
On
The 2028 Notes will be issued pursuant to a base indenture (the "Base
Indenture"), dated as of
The 2032 Notes will be issued pursuant to the Base Indenture, to be supplemented
by a seventh supplemental indenture (together with the Base Indenture, the "2032
Notes Indenture"), by and among the
The Notes are being offered pursuant to an effective shelf registration
statement filed with the
The Company intends to use the proceeds from the offering of the Notes to repay
or repurchase indebtedness, including repaying the Company's 3.75% convertible
notes due 2021 at maturity, repaying
The foregoing description of the underwriting agreement is qualified in its entirety by the underwriting agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Current Report on Form 8-K, the words "estimate," "anticipate," "expect," "believe," "intend," "may," "will," "should," "seek," "approximately" or "plan," or the negative of these words or similar words or phrases that are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and the Company may not be able to realize them. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following risks and uncertainties, among others, could cause actual results and future events to differ materially
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from those set forth or contemplated in the forward-looking statements: industry
and economic conditions; volatility and uncertainty in the financial markets,
including potential fluctuations in the consumer price index; the Company's
success in implementing its business strategy and its ability to identify,
underwrite, finance, consummate, integrate and manage diversifying acquisitions
or investments; the financial performance of the Company's retail tenants and
the demand for retail space, particularly with respect to challenges being
experienced by general merchandise retailers; the Company's ability to diversify
its tenant base; the nature and extent of future competition; increases in the
Company's costs of borrowing as a result of changes in interest rates and other
factors; the Company's ability to access debt and equity capital markets; the
Company's ability to pay down, refinance, restructure and/or extend its
indebtedness as it becomes due; the Company's ability and willingness to renew
its leases upon expiration and to reposition its properties on the same or
better terms upon expiration in the event such properties are not renewed by
tenants or the Company exercises its rights to replace existing tenants upon
default; the impact of any financial, accounting, legal or regulatory issues or
litigation that may affect the Company or its major tenants; the Company's
ability to manage its expanded operations; the Company's ability and willingness
to maintain its qualification as a real estate investment trust under the
Internal Revenue Code of 1986, as amended; the Company's use of proceeds from
the Notes offering; the impact on the Company's business and those of its
tenants from epidemics, pandemics or other outbreaks of illness, disease or
virus (such as the strain of coronavirus known as COVID-19); and other risks
inherent in the real estate business, including tenant defaults, potential
liability relating to environmental matters, illiquidity of real estate
investments and potential damages from natural disasters discussed in the
Company's most recent filings with the
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Exhibit Title 1.1 Underwriting Agreement, datedFebruary 22, 2021 , betweenSpirit Realty Capital, Inc. ,Spirit Realty, L.P. andBofA Securities, Inc. ,RBC Capital Markets, LLC andWells Fargo Securities, LLC , as representatives of the several underwriters named therein. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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