SPIRIT REALTY CAPITAL, INC. (NYSE:SRC) Files An 8-K Regulation FD DisclosureItem 7.01
On November20, 2017, Spirit Realty Capital, Inc. (the “Company”) issued a press release announcing the confidential submission with the U.S. Securities and Exchange Commission (the “SEC”) of a registration statement on Form 10 on behalf of Spirit MTA REIT (“SMTA”) in connection with the previously announced spin-off of certain assets of the Company into SMTA and the subsequent distribution of SMTA’s common shares of beneficial interest to the Company’s common stockholders.
Prior to the distribution, SMTA will hold, directly or indirectly, the assets that collateralize Master Trust 2014 (part of the Company’s asset-backed securitization program), almost all the properties that the Company leases to Specialty Retail Shops Holding Corp. and certain of its affiliates, as well as certain other assets. The spin-off is currently anticipated to be completed in the first half of 2018. The spin-off is subject to certain conditions, including declaration by the SEC that SMTA’s registration statement on Form 10 is effective, customary third-party consents and final approval and declaration of the distribution by the board of directors of the Company. The Company may, at any time and for any reason until the proposed spin-off is complete, abandon the spin-off or modify or change its terms, including the assets contributed to SMTA.
A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth in this Item 7.01 and in the attached Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section18, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking and Cautionary Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” “estimate,” “project,” “intend,” “believe,” “guidance,” and other similar expressions that do not relate to historical matters. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated due to a number of factors, including the risks discussed in the Company’s most recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December31, 2016 and its Quarterly Reports on Form 10-Q for the quarters ended March31, 2017, June30, 2017 and September30, 2017. The Company expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
| Item 7.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d)Exhibits.
| 99.1 | Press Release dated November20, 2017. |
EXHIBIT INDEX
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Exhibit Number |
Description |
| 99.1 | Press Release dated November20, 2017. |
SPIRIT REALTY CAPITAL, INC. ExhibitEX-99.1 2 d484348dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Spirit Realty Capital Confidentially Submits Form 10 Registration Statement in Connection with Planned Spin-off DALLAS,…To view the full exhibit click here