Item 8.01. Other Events.
OnFebruary 17, 2021 , pursuant to Section 15(d)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 12h-3 thereunder, the operating partnership filed a Form 15 to provide notice to theU.S. Securities and Exchange Commission (the "SEC") that its duty to file reports under Section 13 and 15(d) of the Exchange Act with respect to its senior notes registered pursuant to the registration statements on Form S-4 (Registration Nos. 333-216815 and 333-216815-01) initially filed with theSEC onMarch 20, 2017 and Form S-3 (Registration Nos. 333-220618 and 333-220618-01) initially filed with theSEC onSeptember 25, 2017 has been suspended. InMarch 2020 , theSEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered guaranteed securities. As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are no longer required to provide separate financial statements, provided that the parent guarantee is "full and unconditional," the subsidiary obligor is consolidated into the parent company's consolidated financial statements and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Prior to the amendment, a parent company was required to provide certain financial information about the subsidiary on an ongoing basis until the guaranteed debt was no longer outstanding. Spirit may guarantee the registered debt securities that the operating partnership offers and sells from time to time pursuant to a registration statement, including our and the operating partnership's effective registration
statement on Form S-3 (File Nos. 333-249459 and 333-249459-01) initially filed with theSEC onOctober 13, 2020 . Such registered debt securities will be fully and unconditionally guaranteed by Spirit. In accordance with theSEC rules, separate consolidated financial statements of the operating partnership are not expected to be presented or incorporated by reference into the applicable prospectus supplement and accompanying prospectus or the registration statements of which they form a part for periods following the filing of Spirit's and the operating partnership's Annual Report on Form 10-K for the year endedDecember 31, 2020 . Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we do not expect to present or incorporate by reference into the applicable prospectus supplement and accompanying prospectus or the registration statements of which they form a part summarized financial information for the operating partnership following the filing of Spirit's and the operating partnership's Annual Report on Form 10-K for the year endedDecember 31, 2020 because the assets, liabilities and results of operations of the operating partnership are not materially different than the corresponding amounts in Spirit's consolidated financial statements that have been and will be incorporated by reference into the applicable prospectus supplement and accompanying prospectus and the registration statements of which they form a part, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. --------------------------------------------------------------------------------
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