SPIRIT REALTY CAPITAL, INC. (NYSE:SRC) Files An 8-K Material Modification to Rights of Security Holders
ITEM 3.03MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
In connection with Spirit Realty Capital, Inc.’s (the “Company’s”) previously announced one-for-five reverse stock split (the “Reverse Stock Split”) of its shares of common stock, the Company has filed Articles of Amendment to its charter (the “Amendment”) with the Maryland State Department of Assessments and Taxation. The Amendment, effective as of 5:01 p.m. Eastern Time on December 12, 2018 (the “Effective Time”), converted every five shares of the Company’s issued and outstanding common stock, $0.01 par value per share, into one share of the Company’s stock, $0.05 par value per share. to the Amendment, any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split shall be settled by cash payment, calculated according to the per share closing price of the Company’s common stock as reported on the New York Stock Exchange (the “NYSE”) on December 12, 2018. The Reverse Stock Split affected all record holders of the Company’s common stock uniformly and did not affect any record holder’s percentage ownership interest in the Company, except for de minimus changes as a result of the elimination of fractional shares. The Reverse Stock Split reduced the number of shares of common stock outstanding from approximately 428,941,318 shares to approximately 85,788,263 shares. The Reverse Stock Split did not affect the number of the Company’s authorized shares of common stock.
The Company’s common stock will begin trading on a reverse split-adjusted basis on the NYSE at the opening of trading on December 13, 2018. The Company’s common stock will continue trading on the NYSE under the symbol “SRC” with a new CUSIP number (84860W 300).
Holders of common stock who hold in “street name” in their brokerage accounts do not have to take any action as a result of the Reverse Stock Split. Their accounts will be automatically adjusted to reflect the number of shares owned. A letter of transmittal relating to the Reverse Stock Split will be sent to record holders of certificates of common stock within twenty days of the Effective Time. Stockholders who receive this letter of transmittal should follow the instructions in that letter.
The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 3.1 to this current Report on Form 8-K and incorporated herein by reference.
ITEM 5.03AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
The disclosure in Item 3.03 above is incorporated herein by reference.
ITEM 8.01OTHER EVENTS.
The Company issued a press release in connection with the Reverse Stock Split, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the Reverse Stock Split, the total number of shares of Common Stock authorized for issuance under the Company’s Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty L.P. 2012 Incentive Award Plan (the “2012 Plan”) was proportionately adjusted to reflect the Reverse Stock Split from the share limit prior to the Reverse Stock Split of 11,438,497 shares to a new total of 2,287,699 shares. Any other affected terms of the 2012 Plan and any awards thereunder were adjusted to the extent necessary to reflect proportionately the Reverse Stock Split.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits.
SPIRIT REALTY CAPITAL, INC. Exhibit
EX-3.1 2 reversestocksplitarticle.htm EXHIBIT 3.1 reversestocksplitarticle SPIRIT REALTY CAPITAL,…
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