SPIRIT REALTY CAPITAL, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On August 22, 2022the Operational partnership has entered into an unsecured term loan agreement with the parties named therein (the “Term Loan Agreement”). The term loan agreement provides for an initial aggregate amount of $800.0 million
composed of a $300.0 million three-year tranche with a maturity of
August 22, 2025 and one $500.0 million five-year tranche with a maturity of
August 20, 2027. The term loan agreement also includes an accordion function to increase the term loans available in the total amount of $200.0 million
(so that term loans do not exceed $1.0 billion), subject to obtaining commitments from the lender and satisfying certain customary conditions. The term loan agreement provides that the term loans will bear interest at the
Operating partnership option, at the rate of either (x) a reference forward rate plus an applicable margin ranging from 80 to 160 basis points depending on the
Operating partnership credit rating, or (y) base rate plus an applicable margin ranging from 0 to 60 basis points depending on the Operating partnership credit rating; provided that upon reaching a certain leverage ratio, as long as the credit rating is not lower than BBB/Baa2, the applicable margins will be based on the credit rating of BBB+/Baa1/BBB+.

The operating partnership is bound by the following financial covenants under the term loan agreement:

  •   Maximum total debt to total asset value ratio not to exceed 0.60:1.00;



  •   Ratio of Adjusted EBITDA to fixed charges ratio not less than 1.50:1.00;



  •   Maximum secured debt to total asset value ratio not to exceed 0.40:1.00;



     •    Ratio of unencumbered NOI to unsecured interest expense not less than
          1.75:1.00; and



     •    Maximum unsecured debt to unencumbered asset value ratio not to exceed
          0.60:1.00.

The Term Loan Agreement contains customary affirmative and negative covenants which, among other things, limit the Company’s ability to pay dividends and enter into certain transactions. Failure to comply with these covenants or any other event of default shall entitle the Administrative Agent to accelerate the Operating partnership debt securities.

As part of the Term Loan Agreement, the Company has entered into a guarantee (the “Guarantee”) under which it absolutely, irrevocably and unconditionally guarantees to the administrative agent for the benefit of the lenders parties to the Loan Agreement Term, the payment and performance of the obligations of the Operational partnership under the Term Loan Agreement as they become due and payable.

The foregoing descriptions of the Term Loan Agreement and Security are summaries only and are qualified in their entirety by reference to the full text of the Term Loan Agreement and Security, copies of which are attached to present as exhibits 10.1 and 10.2, respectively, each of which is incorporated herein by reference.

Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.


The information set forth in Section 1.01 is incorporated herein by reference.

Section 7.01. FD Regulation Disclosure.

On August 22, 2022, the Company issued a press release announcing its conclusion of the Term Loan Agreement. A copy of the press release is provided as Exhibit 99.1 to this Current Report on Form 8-K.

————————————————– ——————————

Information included in this current report on Form 8-K under this Section 7.01 (including Exhibit 99.1) 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 obligations of this section, and shall not be deemed incorporated by reference in any filing made by the company or the operating partnership under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly provided otherwise by specific reference in such filing.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit
  No.      Exhibit Description

10.1†        Term Loan Agreement dated as of August 22, 2022

10.2         Guaranty dated as of August 22, 2022

99.1         Press Release Dated August 22, 2022

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)


† Some of the exhibits and appendices to this exhibit have been omitted from

in accordance with SK Rule 601(a)(5). The holder agrees to provide

a copy of all documents and annexes omitted from the SECOND at his request.

————————————————– ——————————

© Edgar Online, source Previews

About Pamela Boon

Check Also

Non-Bank fintech Lender Funding.com.au sees record growth and need for bridging loans continues to grow

Brokers’ continued need for new bridge loan options for clients is helping lender relayfunding.com.au achieve …