Spirit Realty Capital Announces Expiration of Exchange Offer and Details Relating to Anticipated Issuance of Notes
SCOTTSDALE, Ariz., May 15, 2014 /PRNewswire/ -- Spirit Realty Capital, Inc. ("Spirit Realty Capital") today announced that its previously announced offer (the "Exchange Offer") to exchange any and all of the outstanding existing notes listed in the table (the "Existing Notes Table") below (the "Existing Notes") for certain newly issued notes (the "New Notes") expired as of 11:59 p.m., New York City time on May 14, 2014 (the "Offer Expiration Time"). The terms and conditions of the Exchange Offer are set forth in the Confidential Offering Memorandum dated April 9, 2014 (the "Offering Memorandum") and the accompanying Letter of Transmittal (collectively, the "Exchange Offer Documents"). Holders of Existing Notes may no longer tender their Existing Notes in the Exchange Offer.
Existing Notes to be Exchanged |
|||||
CUSIP |
Anticipated Class Principal Amount as of Settlement Date |
Series and Class Designation |
Note Rate |
Expected Final Payment Date |
Legal Final Payment Date |
848601AA8 |
$94,264,000 |
Series 2005-1 Class A-1 |
5.05% |
July 2020 |
July 2023 |
848601AB6 |
$258,300,000 |
Series 2005-1 Class A-2 |
5.37% |
July 2020 |
July 2023 |
84860RAA1 |
$246,915,000 |
Series 2006-1 Class A |
5.76% |
March 2021 |
March 2024 |
84860PAA5 |
$312,944,000 |
Series 2007-1 Class A |
5.74% |
March 2022 |
March 2025 |
According to information provided by Mackenzie Partners, Inc., the Exchange Agent and Information Agent for the Exchange Offer, (i) the aggregate outstanding principal amount (based on the anticipated class principal amounts of each class of Existing Notes as of the Settlement Date) of each class of Existing Notes and the percentages thereof set forth in the table (the "Tendered Notes Table") below were validly tendered (and not validly withdrawn) on or before the Offer Expiration Time, and (ii) $894,468,139 (98.03%) of the aggregate principal amount of the Existing Notes (based on the anticipated class principal amounts of the Existing Notes as of the Settlement Date) were validly tendered (and not validly withdrawn) on or before the Offer Expiration Time.
Existing Notes Tendered |
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CUSIP |
Series and Class Designation |
Outstanding Class Principal Amount Tendered |
Percentage of Outstanding Class Principal Amount Tendered |
Series and Class Designation of Related New Notes |
848601AA8 |
Series 2005-1 Class A-1 |
$81,309,139 |
86.26% |
Series 2014-1 Class A-1 |
848601AB6 |
Series 2005-1 Class A-2 |
$253,300,000 |
98.06% |
Series 2014-1 Class A-2 |
84860RAA1 |
Series 2006-1 Class A |
$246,915,000 |
100.00% |
Series 2014-2 Class A |
84860PAA5 |
Series 2007-1 Class A |
$312,944,000 |
100.00% |
Series 2014-3 Class A |
The Exchange Offer remains subject to certain conditions set forth in the Exchange Offer Documents. Spirit Realty Capital will have no obligation to accept the tender of any Existing Note unless these conditions are satisfied or waived. In the event that these conditions are satisfied or waived, it is expected that the Settlement Date (as defined in the Exchange Offer Documents) will occur on May 20, 2014.
In the event that the Settlement Date occurs, it is expected that (i) New Notes of each class will be issued in an aggregate principal amount (for such class, the "Anticipated Principal Issuance") equal to the principal amount set forth opposite the related class of Existing Notes in the Tendered Notes Table and (ii) the principal amortization schedule for each series of New Notes will be determined by multiplying all of the amounts set forth in the applicable principal amortization schedule in the Offering Memorandum relating to such series of New Notes by a fraction, the numerator of which is the aggregate Anticipated Principal Issuance for all classes of such series of New Notes and the denominator of which is the aggregate principal amount set forth opposite all related classes of Existing Notes in the Existing Notes Table.
Available Documents and Other Details
The Exchange Offer and the issuance of the New Notes have not been and will not be registered with the SEC under the Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws. The Exchange Offer will only be made, and the New Notes are only being offered and will only be issued, to holders of Existing Notes (i) in the United States, that are "qualified institutional buyers" as defined in Rule 144A under the Securities Act (each, a "QIB") and (ii) outside the United States, that are persons other than "U.S. persons" in compliance with Regulation S under the Securities Act.
Holders of Existing Notes who have certified to Spirit Realty Capital that they are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions are referred to as "eligible holders." Only eligible holders are authorized to receive or review the Exchange Offer Documents or to participate in the Exchange Offer. Noteholders who desire to complete an eligibility form should request instructions to do so by calling Mackenzie Partners, Inc., the information agent for the Exchange Offer, at (800) 322-2885 (U.S. Toll-free) or (212) 929-5500 (Collect).
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The Exchange Offer is only being made pursuant to the Exchange Offer Documents, which more fully set forth and govern the terms and conditions of the Exchange Offer. The Exchange Offer Documents contain important information and should be read carefully before any decision is made with respect to the Exchange Offer. The Exchange Offer is not being made to holders of the Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Spirit Realty Capital, Inc.
Michael A. Bender, 480-315-6634
SVP, Chief Financial Officer
[email protected]
SOURCE Spirit Realty Capital, Inc.
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