Spirit Realty Capital, Inc. (NYSE:SRC) (“Spirit” or the “Company”), a net lease real estate investment trust (“REIT”) investing primarily in single-tenant, operationally essential real estate, announced today that it has priced its underwritten public offering of 8,200,000 shares. Common stock, all of which are being offered at a public offering price of $47.60 per share pursuant to the forward sale agreement described below.
Morgan Stanley and Bank of America Securities acted as joint lead bookrunners for the offering. JP Morgan, Mizuho Securities, RBC Capital Markets, Stifel and Truist Securities are also bookrunners for the offering, BTIG, Capital One Securities, Fifth Third Securities, Regions Securities LLC, Scotiabank, Ramirez & Co., Inc., Berenberg, Janney Montgomery Scott, Ladenburg Thalmann and Wolfe Capital Markets and Advisory are co-managers of the offering. In connection with the issuance of common stock, the Company entered into a forward sale agreement with Morgan Stanley and Bank of America Securities (or its affiliates) (referred to by the Company as the “Forward Purchaser”) for 8,200,000 shares of the Company’s common stock. share.
The underwriters of the offering were also granted an additional 30-day option to purchase up to 1,230,000 shares of the Company’s common stock. If the option to purchase additional shares of the company’s common stock is exercised, the company expects to enter into one or more additional forward sale agreements with the forward purchaser for the number of shares of the company’s common stock that may be exercised to purchase additional shares.
For the purposes of the forward sale agreement and any additional forward sale agreements, the forward purchaser (or its affiliates) is expected to borrow from a third party and sell to the underwriters an aggregate of 8,200,000 shares of the Company’s common stock (or an aggregate of 9,430,000 if the underwriters exercise its option to purchase additional shares in full, then shares of common stock of the company). However, such shares need not be borrowed if the forward purchaser (or its affiliates) is unable to borrow such shares through commercially reasonable efforts, or if the cost of borrowing exceeds certain thresholds or if certain specific conditions are not met. If If the forward purchaser (or its affiliates) fails to deliver and sell to the underwriters all of its shares of the company’s common stock that it will sell, the company will issue and sell to the underwriters an equal number of its common stock to the forward purchaser. (or its affiliates) the number of shares undelivered and sold, the number of shares underlying the relevant forward sale agreement or such additional forward sale agreement will be reduced…