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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): April 5, 2024
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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).
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| 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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 8, 2024, Sila Realty Trust Inc. (the “Company”) filed Articles of Amendment previously approved by the Board of Directors of the Company (the “Board”) on April 5, 2024 to effect a one-for-four reverse stock split (the “Reverse Stock Split”) of each issued and outstanding share of each class of common stock, par value $0.01 per share (the “Common Stock”) of the Company, effective May 1, 2024 (the “Split Charter Amendment”), and the Company filed Articles of Amendment to, immediately after the Reverse Stock Split, decrease the par value of each issued and outstanding share of Common Stock from $0.04 par value per share to $0.01 par value per share (the “Par Value Charter Amendment” and together with the Split Charter Amendment, the “Charter Amendments”).
In addition, equitable adjustments will be made to the maximum number of shares of Common Stock that may be issued pursuant to the Company’s Amended and Restated 2014 Restricted Share Plan (the “Plan”) and the maximum number of shares of Common Stock that may be granted under incentive stock awards under the Plan, in each case, to reflect the Reverse Stock Split. The number of shares of Common Stock subject to outstanding awards under the Plan will also be equitably adjusted to reflect the Reverse Stock Split.
The Reverse Stock Split will affect all record holders of the Company’s Common Stock uniformly and will not affect any record holder’s percentage ownership interest. The Reverse Stock Split will not affect the number of the Company’s authorized shares of Common Stock.
The foregoing description of the Charter Amendments is qualified in its entirety by reference to the Split Charter Amendment and the Par Value Charter Amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 8, 2024, the Company issued a press release announcing: (a) the Board’s intention to pursue a listing of a class of the Company’s Common Stock on the New York Stock Exchange (the “Listing”); (b) the Reverse Stock Split; (c) the suspension of the Company’s Amended and Restated Share Repurchase Program (as amended, the “SRP”), effective immediately, and the termination of the SRP, effective upon the Listing; and (d) the termination of the Company’s Amended and Restated Distribution Reinvestment Plan (the “DRP”), effective May 1, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
In light of the Company’s intention to pursue the Listing, on April 5, 2024, the Board voted to suspend the SRP, effective immediately, and to terminate the SRP, effective upon the Listing. Pursuant to the terms of the SRP, the Company must provide 30 days’ notice of such termination to its stockholders (which notice is hereby provided pursuant to the filing of this Current Report on Form 8-K with the Securities and Exchange Commission). On April 5, 2024, the Board also voted to terminate the DRP, effective May 1, 2024.
Forward Looking Statements
Certain statements contained in this Current Report on Form 8-K, other than historical fact, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. No forward-looking statement is intended to, nor shall it, serve as a guarantee of, future performance. You can identify the forward-looking statements by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will” and other similar terms and phrases, including statements about the Board’s intention to pursue the Listing. Forward-looking statements are subject to various risks and uncertainties and factors that could cause actual results to differ materially from the Company's expectations, including the Company’s ability to meet and then maintain the listing requirements of a national securities exchange, and you
should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company's control and could materially affect the Company's results of operations, financial condition, cash flows, performance or future achievements or events. Additional factors include those described under the section entitled Item 1A. "Risk Factors" of Part I of the Company's 2023 Annual Report on Form 10-K with the SEC, copies of which are available at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| 3.2 | | |
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| 99.1 | | |
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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: April 8, 2024 | | By: | /s/ Kay C. Neely |
| | Name: | Kay C. Neely |
| | Title: | Chief Financial Officer |
SILA REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Sila Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that upon the Effective Time (as defined below), every four shares of Class A Common Stock, $0.01 par value per share, Class I Common Stock, $0.01 par value per share, and Class T Common Stock, $0.01 par value per share, of the Corporation, that are issued and outstanding immediately prior to the Effective Time, shall automatically be changed into one share of the same class, $0.04 par value per share, without any further action by the Corporation or the holder thereof.
SECOND: The amendment to the Charter as set forth above has been approved by at least a majority of the entire Board of Directors as required by law and the amendment is limited to a reverse stock split authorized by the Maryland General Corporation Law (the “MGCL”), to be effected without action by the stockholders pursuant to Section 2-309(e) of the MGCL.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 9:00 a.m. Eastern Time, on May 1, 2024 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Chief Financial Officer, Executive Vice President, Treasurer and Secretary on this 8th day of April, 2024.
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| ATTEST: | | | | SILA REALTY TRUST, INC. |
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| By: | | /s/ Kay C. Neely | | | | By: | | /s/ Michael A. Seton |
| Name: | | Kay C. Neely | | | | Name: | | Michael A. Seton |
| Title: | | Chief Financial Officer, Executive Vice President, Treasurer and Secretary | | | | Title: | | Chief Executive Officer and President |
SILA REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Sila Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to decrease the par value of shares of each class of common stock of the Corporation (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (as defined below), from $0.04 par value per share to $0.01 par value per share.
SECOND: The amendment to the Charter as set forth above has been approved by at least a majority of the entire Board of Directors as required by law and the amendment is limited to a change in par value authorized by the Maryland General Corporation Law (“MGCL”), to be effected without action by the stockholders pursuant to Section 2-605(a)(2) of the MGCL.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 9:01 a.m. Eastern Time on May 1, 2024 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[The remainder of this page has been left blank intentionally.]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Chief Financial Officer, Executive Vice President, Treasurer and Secretary on this 8th day of April, 2024.
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| ATTEST: | | | | SILA REALTY TRUST, INC. |
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| By: | | /s/ Kay C. Neely | | | | By: | | /s/ Michael A. Seton |
| Name: | | Kay C. Neely | | | | Name: | | Michael A. Seton |
| Title: | | Chief Financial Officer, Executive Vice President, Treasurer and Secretary | | | | Title: | | Chief Executive Officer and President |
Sila Realty Trust, Inc. to Pursue a Listing on the New York Stock Exchange
TAMPA, FL, April 8, 2024, Sila Realty Trust, Inc. (the “Company” or “Sila”), a net lease real estate investment trust (“REIT”) with a strategic focus on investing in the significant, growing, and resilient healthcare sector of the U.S. economy, is pleased to announce that management and the Board of Directors has determined that it intends to pursue a listing on the New York Stock Exchange (“NYSE”) in the late second quarter or early third quarter of 2024. The Company intends to list its common stock on the NYSE under the ticker symbol “SILA”. The listing is subject to, among other things, the Company meeting the NYSE listing requirements and receiving NYSE listing authorization, as well as market conditions. There can be no assurance as to whether, or when, the listing may be completed.
“We are excited to announce our intention to list the Company on the New York Stock Exchange, as we believe our existing institutional quality and diverse portfolio, along with our strategy of investing in real estate net leased to leading operators along the continuum of healthcare delivery provides a differentiated opportunity for investors in the REIT space,” stated Michael A. Seton, President and Chief Executive Officer of the Company. “Listing on the New York Stock Exchange will provide our shareholders with liquidity optionality and should allow us to further grow the Company, and, we believe, consequently enhance value to our shareholders, as we gain access to the public equity markets.”
In anticipation of a listing event, the Company’s Amended and Restated Share Repurchase Program (“SRP”) and Amended and Restated Distribution Reinvestment Plan (“DRIP”) are suspended and terminated, respectively.
The Company’s SRP is suspended, effective immediately, though the Company will honor those SRP submissions that meet the eligibility requirements through the end of the first quarter ended March 31, 2024. If the submissions are deemed to be in good order, the Company will honor those submissions approximately 30 days after the end of the first quarter. Any share repurchase requests received after March 31, 2024, or those deemed to be not in good order, shall not be processed and shall be considered canceled in full. Pursuant to the terms of the SRP, the SRP will immediately terminate upon consummation of a listing event.
The Company’s DRIP will be terminated effective May 1, 2024. All participating DRIP stockholders will continue to receive their full declared distributions, which will be payable in cash as opposed to additional shares of common stock.
Prior to listing the Company on the NYSE, on May 1, 2024, the Company will effectuate a 1-for-4 reverse stock split of all classes of common stock. As a result of the reverse stock split, our stockholders will receive one share of the Company’s common stock for every four shares of the Company’s issued and outstanding common stock. The Company expects to arrange for the disposition of fractional shares, or to pay cash for the fair value of fractional shares, that were owned prior to, or are the result of, the reverse stock split. Although the reverse stock split will reduce the total shares of common stock
outstanding, it will have no material impact on our stockholders as voting rights per share, percentage ownership interest in the Company, and the dividend yield will remain the same.
Wells Fargo Securities is acting as financial advisor to the Company.
About Sila Realty Trust, Inc.
Sila Realty Trust, Inc. is a net lease real estate investment trust headquartered in Tampa, Florida, with a strategic focus on investing in the significant, growing, and resilient healthcare sector of the U.S. economy. The Company invests in high quality healthcare facilities along the continuum of care, which, we believe, generate predictable, durable, and growing income streams. Our portfolio is comprised of high quality tenants in geographically diverse facilities which are positioned to capitalize on the dynamic delivery of healthcare to patients. As of December 31, 2023, the Company owned 131 real estate properties and two undeveloped land parcels located in 62 markets across the U.S.
Forward-Looking Statements
Certain statements contained herein, other than historical fact, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided by the same. These statements, including those relating to listing the Company’s stock on the NYSE, the liquidity, growth and enhancement of shareholder value resulting from such a listing, and the treatment of fractional shares, are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. No forward-looking statement is intended to, nor shall it, serve as a guarantee of future performance. You can identify the forward-looking statements by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will” and other similar terms and phrases. Forward-looking statements are subject to various risks and uncertainties and factors that could cause actual results to differ materially from the Company's expectations, including market conditions, the Company’s ability to meet and then maintain the listing requirements on the NYSE and the Company’s ability to successfully effectuate the reverse stock split and terminate and suspend, as applicable, the SRP and DRIP, and you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company's control and could materially affect the Company's results of operations, financial condition, cash flows, performance or future achievements or events. Additional factors include those described under the section entitled Item 1A. "Risk Factors" of Part I of the Company's 2023 Annual Report on Form 10-K with the SEC, copies of which are available at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
Contact
Miles Callahan
Senior Vice President of Capital Markets and Investor Relations
833-404-4107
IR@silarealtytrust.com
