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Spirit Realty Capital, Inc. (NYSE: SRC) ("Spirit" or the "Company") announced today that its operating partnership, Spirit Realty, L.P. (the "operating partnership"), has priced a public offering of $450 million aggregate principal amount of 2.100% senior notes due 2028 (the "2028 Notes") and $350 million aggregate principal amount of 2.700% senior notes due 2032 (the "2032 Notes" and, together with the 2028 Notes, the "Notes"). The 2028 Notes priced at 99.364% of the principal amount and will mature on March 15, 2028. The 2032 Notes priced at 99.344% of the principal amount and will mature on February 15, 2032. The offering is expected to settle on March 3, 2021, subject to the satisfaction of customary closing conditions. The Notes will be fully and unconditionally guaranteed by the Company.
BofA Securities, Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Capital One Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc. acted as joint book-running managers for the offering.
The operating partnership intends to use the net proceeds from the offering to repay or repurchase indebtedness, including repaying the Company’s 3.75% convertible notes due 2021 at maturity, repaying certain CMBS loans (plus the yield maintenance amounts) and temporarily repaying borrowings outstanding under the operating partnership’s revolving credit facility, and for general corporate purposes, which may include repaying or repurchasing other indebtedness, working capital, acquisitions 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 BofA Securities, Inc., 200 North College Street, NC1-004-03-43, Charlotte, NC 28255-0001, Attention: Prospectus Department, email: firstname.lastname@example.org, 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; from Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service, by telephone at 1-800-645-3751 or by email at email@example.com; 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. (NYSE: 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 leases.
As of December 31, 2020, Spirit’s diversified portfolio was comprised of 1,860 owned properties, with an aggregate gross leasable area of 40.7 million square feet, and was leased to 301 tenants across 48 states and 28 retail industries.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words and phrases such as "expect," "plan," "will," "estimate," "project," "intend," "believe," "guidance," "approximately," "anticipate," "may," "should," "seek" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate to historical matters but are meant to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect or imprecise and Spirit may not be able to realize them. Spirit does not guarantee that the 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 impact on Spirit’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); 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 for the year ended December 31, 2020. You are cautioned not to place undue reliance on forward-looking statements which are based on information that was available, and speak only, as of the date on which they were made. While forward-looking statements reflect Spirit’s good faith beliefs, they are not guarantees of future performance. Spirit expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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