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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2020
 
 
SPIRIT REALTY CAPITAL, INC.
SPIRIT REALTY, L.P.
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
    
20-1676382
(Spirit Realty Capital, Inc.)
  
001-36004
  
(Spirit Realty Capital, Inc.)
 
Delaware
(Spirit Realty, L.P.)
  
333-216815-01
  
20-1127940
(Spirit Realty, L.P.)
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
2727 North Harwood Street, Suite 300
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972)
476-1900
Not Applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (s
ee
General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Registrant
  
Title of each class
  
Trading
Symbol(s)
   
Name of each exchange
on which registered
Spirit Realty Capital, Inc.
  
Common stock, par value $0.05 per share
  
SRC
   
New York Stock Exchange
Spirit Realty Capital, Inc.
  
6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
  
SRC-A
   
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
Spirit Realty Capital, Inc.
    Emerging growth company  ☐
Spirit Realty, L.P.
    Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Spirit Realty Capital, Inc.
  
☐
    
Spirit Realty, L.P.
  
☐
 
 
 
ITEM 8.01
OTHER EVENTS.
On November 3, 2020, Spirit Realty Capital, Inc. (the “Company”) and Spirit Realty, L.P. (the “Operating Partnership”) entered into an amendment no. 2 (the “Second Amendment”) to their existing amended and restated equity distribution agreement, as amended on February 27, 2020 (as amended, the “equity distribution agreement”) with BTIG, LLC, BofA Securities, Inc., Capital One Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, an “agent” and, collectively, the “agents”) and Bank of America, N.A., The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada and Wells Fargo Bank, National Association (in such capacity, each, a “forward purchaser and, collectively, the “forward purchasers”). The purpose of the Second Amendment was to contemplate the sales of the remaining shares of the Company’s common stock pursuant to the equity distribution agreement pursuant to the Company’s new Registration Statement on Form
S-3
(Registration
No. 333-249459)
filed with the SEC on October 13, 2020. Under the existing equity distribution agreement, an aggregate gross sales price of $265,249,267 of the Company’s common stock has been offered and sold through November 3, 2020. As a result of such prior sales, as of November 3, 2020, shares of the Company’s common stock having an aggregate gross sales price of up to $234,750,733 remain available for offer and sale under the equity distribution agreement. The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment filed as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated herein by reference.
In connection with the Second Amendment, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated November 3, 2020, to its shelf registration statement on
Form S-3
(Registration No. 333-249459), which was filed with the SEC and became effective on October 13, 2020, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. An opinion of Ballard Spahr LLP with respect to the validity of shares of the Company’s common stock that may be offered and sold pursuant to this prospectus supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
 
  1.1
  
   
  5.1
  
   
23.1
  
   
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 3, 2020
 
 
 
SPIRIT REALTY CAPITAL, INC.
   
By:
 
/s/ Michael Hughes
 
 
Michael Hughes
 
 
Executive Vice President and Chief Financial Officer
   
 
 
SPIRIT REALTY, L.P.
   
By:
 
Spirit General OP Holdings, LLC, as general partner of Spirit Realty, L.P.
   
By:
 
/s/ Michael Hughes
 
 
Michael Hughes
 
 
Executive Vice President and Chief Financial Officer