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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): June 21, 2022
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SILA REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland | | 000-55435 | | 46-1854011 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
1001 Water St.
Suite 800
Tampa, Florida 33602
(Address of principal executive offices)
(813) 287-0101
(Registrant’s telephone number, including area code)
N/A
(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:
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☐ | 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: None
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
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 (§240.12b-2 of this chapter).
| | | | | | | | |
| 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. | | ☐ |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
Employment Agreement Amendments with Michael A. Seton and Kay C. Neely
On June 21, 2022, Sila Realty Trust, Inc. (the "REIT"), Sila Realty Operating Partnership, LP, the operating company subsidiary of the REIT (the "Operating Partnership"), and the Operating Partnership's subsidiary, Sila Realty Management Company, LLC (the "REIT Operator" and, together with the REIT and the Operating Partnership, the "Company"), entered into employment agreement amendments (collectively, the "Employment Agreement Amendments") with Michael A. Seton, the Company's Chief Executive Officer and President, and Mary ("Kay") C. Neely, the Company's Chief Financial Officer, Executive Vice President, Treasurer and Secretary. Under each of the Employment Agreement Amendments: (a) the employment term was revised such that it automatically renews for successive one year terms unless either the executive or the REIT Operator provides a written notice of non-renewal at least 60 days prior to the expiration of the employment term and (b) a non-renewal by the REIT Operator was added to the list of events that results in the executive receiving a certain severance amount as set forth in the employment agreement. In addition, under the Employment Agreement Amendment for Mr. Seton, his severance multiple for termination during the change in control period was revised from 2.5 to 3.0.
The above description of the material terms of the Employment Agreement Amendments is qualified in its entirety by the Employment Agreement Amendments attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| 10.1 | | |
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| 10.2 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
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| | SILA REALTY TRUST, INC. |
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| Dated: June 21, 2022 | | By: | /s/ Kay C. Neely |
| | Name: | Kay C. Neely |
| | Title: | Chief Financial Officer |
EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made and entered into on June 21, 2022 (“Effective Date”), by and between Sila Realty Trust, Inc. (the “REIT”), Sila Realty Operating Partnership, LP, the operating company subsidiary of the REIT (the “Operating Company”), and the Operating Company’s subsidiary, Sila Realty Management Company, LLC (the “REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and Michael A. Seton (“Executive”). Company and Executive shall be collectively referred to as the “Parties.”
WHEREAS, Company and Executive are parties to an Employment Agreement dated as of July 28, 2020 (the “Employment Agreement”); and
WHEREAS, the Parties wish to amend the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, including the covenants contained herein, the receipt and the sufficiency of which is acknowledged by each party hereto, the Parties hereby agree as follows:
1.Amendments. The Parties hereby acknowledge and agree that as of the Effective Date, the Employment Agreement is amended as follows:
a.Section 1(b) of the Employment Agreement is deleted in its entirety and replaced with the following: “(b) The term of employment under this Agreement commenced on September 30, 2020 (the date of the Closing (as defined in that certain Membership Interest Purchase Agreement by and among the REIT, the Operating Company, Carter Validus Advisors II, LLC and the other parties thereto, dated as of July 28, 2020) and continues through December 31, 2025 (the “Initial Term”). Thereafter, the term of employment under this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term collectively, the “Term of Employment”) unless either Executive or REIT Operator provides a written notice of non-renewal at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term. If a notice of non-renewal is provided in accordance with this Section, Executive’s employment under this Agreement shall terminate upon the expiration of the then-current term. Notwithstanding the foregoing, Executive’s employment under this Agreement may be terminated earlier than the scheduled expiration of a Term, in accordance with Section 4 below.”; and
b.The phrase “Upon any such termination of Executive’s employment without Cause or for Good Reason during the Term of Employment, Executive shall be entitled to receive the following:” in Section 4(c) of the Employment Agreement is replaced with, “Upon any such termination of Executive’s employment without Cause or for Good Reason during the Term of Employment, or upon a termination of Executive’s employment because of a non-renewal by the REIT Operator pursuant to Section 1(b), Executive shall be entitled to receive the following:”.
c.The number “2.5” in Section 6(i)(ii) (“Severance Multiple”) is replaced with “3.0.”
2. Conflict; Ratification. In the event of a conflict or inconsistency between the provisions of this Amendment and the Employment Agreement, the provisions of this Amendment shall control and govern. As modified by this Amendment, the Employment Agreement is ratified and remains in full force and effect in accordance with its terms. The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties under the Employment Agreement.
3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of executed copies of this Amendment,
or subsequent addendums to this Amendment, by one party to the other using facsimile or any other scanning or imaging technique shall constitute delivery of original signed counterparts for purposes of binding the parties hereto. The parties agree that the electronic signature of a party to this Amendment shall be as valid as an original signature of such party and shall be effective to bind such party to this Amendment. The parties agree that an electronically signed version of this Amendment shall be deemed (a) to be “written” or “in writing”; (b) to have been signed; and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Employment Agreement.
SILA REALTY TRUST, INC.
By: /s/ Kay C. Neely
Name: Kay C. Neely
Title: Executive Vice President and
Chief Financial Officer
SILA REALTY OPERATING PARTNERSHIP, LP
By: SILA REALTY TRUST, INC., its general partner
By: /s/ Kay C. Neely
Name: Kay C. Neely
Title: Executive Vice President and
Chief Financial Officer
SILA REALTY MANAGEMENT COMPANY, LLC
By: SILA REALTY OPERATING PARTNERSHIP, LP, its managing member
By: SILA REALTY TRUST, INC., its general partner
By: /s/ Kay C. Neely
Name: Kay C. Neely
Title: Executive Vice President and
Chief Financial Officer
EXECUTIVE
/s/ Michael A. Seton
MICHAEL A. SETON
EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made and entered into on June 17, 2022 (“Effective Date”), by and between Sila Realty Trust, Inc. (the “REIT”), Sila Realty Operating Partnership, LP, the operating company subsidiary of the REIT (the “Operating Company”), and the Operating Company’s subsidiary, Sila Realty Management Company, LLC (the “REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and Mary (“Kay”) C. Neely (“Executive”). Company and Executive shall be collectively referred to as the “Parties.”
WHEREAS, Company and Executive are parties to an Employment Agreement dated as of July 28, 2020 (the “Employment Agreement”); and
WHEREAS, the Parties wish to amend the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, including the covenants contained herein, the receipt and the sufficiency of which is acknowledged by each party hereto, the Parties hereby agree as follows:
1.Amendments. The Parties hereby acknowledge and agree that as of the Effective Date, the Employment Agreement is amended as follows:
a.Section 1(b) of the Employment Agreement is deleted in its entirety and replaced with the following: “(b) The term of employment under this Agreement commenced on September 30, 2020 (the date of the Closing (as defined in that certain Membership Interest Purchase Agreement by and among the REIT, the Operating Company, Carter Validus Advisors II, LLC and the other parties thereto, dated as of July 28, 2020) and continues through December 31, 2025 (the “Initial Term”). Thereafter, the term of employment under this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term collectively, the “Term of Employment”) unless either Executive or REIT Operator provides a written notice of non-renewal at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term. If a notice of non-renewal is provided in accordance with this Section, Executive’s employment under this Agreement shall terminate upon the expiration of the then-current term. Notwithstanding the foregoing, Executive’s employment under this Agreement may be terminated earlier than the scheduled expiration of a Term, in accordance with Section 4 below.”; and
b.The phrase “Upon any such termination of Executive’s employment without Cause or for Good Reason during the Term of Employment, Executive shall be entitled to receive the following:” in Section 4(c) of the Employment Agreement is replaced with, “Upon any such termination of Executive’s employment without Cause or for Good Reason during the Term of Employment, or upon a termination of Executive’s employment because of a non-renewal by the REIT Operator pursuant to Section 1(b), Executive shall be entitled to receive the following:”.
2. Conflict; Ratification. In the event of a conflict or inconsistency between the provisions of this Amendment and the Employment Agreement, the provisions of this Amendment shall control and govern. As modified by this Amendment, the Employment Agreement is ratified and remains in full force and effect in accordance with its terms. The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties under the Employment Agreement.
3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of executed copies of this Amendment, or subsequent addendums to this Amendment, by one party to the other using facsimile or any other
scanning or imaging technique shall constitute delivery of original signed counterparts for purposes of binding the parties hereto. The parties agree that the electronic signature of a party to this Amendment shall be as valid as an original signature of such party and shall be effective to bind such party to this Amendment. The parties agree that an electronically signed version of this Amendment shall be deemed (a) to be “written” or “in writing”; (b) to have been signed; and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Employment Agreement.
SILA REALTY TRUST, INC.
By: /s/ Michael A. Seton
Name: Michael A. Seton
Title: Chief Executive Officer
SILA REALTY OPERATING PARTNERSHIP, LP
By: SILA REALTY TRUST, INC., its general partner
By: /s/ Michael A. Seton
Name: Michael A. Seton
Title: Chief Executive Officer
SILA REALTY MANAGEMENT COMPANY, LLC
By: SILA REALTY OPERATING PARTNERSHIP, LP, its managing member
By: SILA REALTY TRUST, INC., its general partner
By: /s/ Michael A. Seton
Name: Michael A. Seton
Title: Chief Executive Officer
EXECUTIVE
/s/ Kay C. Neely
MARY “KAY” C. NEELY