8-K
filed January 24, 2024, 6:59 PM ET
CIK 0001308606
M&A
confidence high
sentiment neutral
materiality 0.90
SPIRIT REALTY CAPITAL, INC.: M&A transaction — Spirit Realty Capital completes merger with Realty Income; common converted at 0.762 ratio
SPIRIT REALTY CAPITAL, INC.
- Merger effective Jan 23, 2024; each Spirit common share converted into 0.762 Realty Income shares; ~108M Realty Income common shares issued.
- Spirit Series A preferred converted 1:1 into Realty Income Series A preferred; 6.9M preferred shares issued.
- Spirit common and preferred stock delisted from NYSE; Spirit to deregister with SEC.
- Spirit OP exchanged ~$2.7B of notes for Realty Income notes; $52.94M Spirit notes remain outstanding.
- All Spirit directors and officers replaced by Merger Sub directors/officers.
Key facts
Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SPIRIT REALTY CAPITAL, INC. underwent a change of control involving Realty Income Corporation (closed 2024-01-23).
- Action
- change of control
- Counterparty
- Realty Income Corporation
- Closing
- 2024-01-23
Exact text from the filing
☐ Introductory Note This Current Report on Form 8-K is being filed in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated October 29, 2023 (the “Merger Agreement”), by and among Realty Income Corporation (“Realty Income”), Saints MD Subsidiary, Inc., a Maryland corporation (“Merger Sub”) and Spirit Realty Capital, Inc., a Maryland corporation (“Spirit”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SPIRIT REALTY CAPITAL, INC. terminated $800 Million Term Loan Agreement with Wells Fargo Bank, National Association valued at $800 million (effective 2023-01-23).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, National Association
- Value
- $800 million
- Effective
- 2023-01-23
Exact text from the filing
On January 22, 2023, Realty Income entered into (i) an Amended and Restated Term Loan Agreement (the “$800 Million Term Loan Agreement”), among Realty Income, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SPIRIT REALTY CAPITAL, INC. terminated $500 Million Term Loan Agreement with Wells Fargo Bank, National Association valued at $500 million (effective 2023-01-23).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, National Association
- Value
- $500 million
- Effective
- 2023-01-23
Exact text from the filing
(ii) an Amended and Restated Term Loan Agreement (the “$500 Million Term Loan Agreement” and, together with the $800 Million Term Loan Agreement, the “Term Loan Agreements”), among Realty Income, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SPIRIT REALTY CAPITAL, INC. entered into Spirit Eighth Supplemental Indenture with U.S. Bank Trust Company, National Association (effective 2024-01-23).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association
- Effective
- 2024-01-23
Exact text from the filing
Spirit OP entered into the eighth supplemental indenture, dated as of January 23, 2024 (the “Spirit Eighth Supplemental Indenture”), by and among Spirit OP, Merger Sub, as guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to the indenture, dated as of August 18, 2016
View on SEC.gov
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