Spirit Realty Capital, Inc. (SRC) (“Spirit” or the “Company”) announced today that its operating partnership, Spirit Realty, L.P. (the “operating partnership”), has priced a public offering of $300 million aggregate principal amount of 3.200% senior notes due 2027 (the “2027 Notes”) and $500 million aggregate principal amount of 3.400% senior notes due 2030 (the “2030 Notes” and, together with the 2027 Notes, the “Notes”). The 2027 Notes priced at 99.906% of the principal amount and will mature on January 15, 2027. The 2030 Notes priced at 99.770% of the principal amount and will mature on January 15, 2030. The offering is expected to settle on September 16, 2019, subject to the satisfaction of customary closing conditions. The Notes will be fully and unconditionally guaranteed by the Company.
J.P. Morgan Securities LLC, BofA Securities, Inc., RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc., Capital One Securities, Inc., Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and Stifel, Nicolaus & Company Incorporated acted as joint book-running managers for the offering. Fifth Third Securities, Inc., Mizuho Securities USA LLC, Regions Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC acted as senior co-managers for the offering. Samuel A. Ramirez & Company, Inc. acted as co-manager for the offering.
The operating partnership intends to use the net proceeds from the offering to repay amounts outstanding under its term loan facility and delayed draw term loan facility and to fund potential property acquisitions and for general corporate purposes, which may include repaying or repurchasing other indebtedness (including amounts outstanding from time to time under its revolving credit facility), working capital and capital expenditures.
The offering is being made under the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website. When available, a copy of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone collect at (212) 834-4533; from BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255, Attention: Prospectus Department, Email: email@example.com, by calling toll-free at (800) 294-1322; from RBC Capital Markets, LLC, 200 Vesey Street, New York, New York 10281, Attention: DCM Transaction Management, by calling toll-free at (866) 375-6829; or SunTrust Robinson Humphrey, Inc., 303 Peachtree Street, Atlanta, Georgia 30308, Attention: Prospectus Department, by calling toll-free at (800) 685-4786; or by visiting the EDGAR database on the SEC's web site at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT SPIRIT REALTY
Spirit Realty Capital, Inc. (SRC) is a net-lease real estate investment trust (“REIT”) that primarily invests in single-tenant, operationally essential real estate assets, subject to long-term, net leases.
As of June 30, 2019, Spirit’s diversified portfolio was comprised of 1,563 properties and 43 properties securing mortgage loans. Spirit’s owned properties, with an aggregate gross leasable area of approximately 29.3 million square feet, are leased to 255 tenants across 48 states and 32 industries.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this press release, 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 Spirit may not be able to realize them. Spirit 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 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; Spirit’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 Spirit’s retail tenants and the demand for retail space, particularly with respect to challenges being experienced by general merchandise retailers; Spirit’s ability to diversify its tenant base; the nature and extent of future competition; increases in Spirit’s costs of borrowing as a result of changes in interest rates and other factors; Spirit’s ability to access debt and equity capital markets; Spirit’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; Spirit’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 Spirit exercises its rights to replace existing tenants upon default; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect Spirit or its major tenants; Spirit’s ability to manage its expanded operations; Spirit’s ability and willingness to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended; the ability of Spirit MTA REIT (“SMTA”) to satisfy the conditions to closing the proposed sale of assets held in Master Trust 2014; the timing of the completion of the sale of the Master Trust 2014 assets; Spirit’s ability to manage and liquidate the remaining SMTA assets; the use of proceeds from the offering of the Notes; 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 Spirit’s most recent filings with the SEC, including its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. While forward-looking statements reflect Spirit’s good faith beliefs, they are not guarantees of future performance. Spirit disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.