Sila Realty Trust Files 8-K for Corporate Updates

TL;DR

Sila Realty Trust filed an 8-K on 4/8 for corporate changes as of 4/5.

AI Summary

Sila Realty Trust, Inc. (formerly Carter Validus Mission Critical REIT II, Inc.) filed an 8-K on April 8, 2024, reporting events as of April 5, 2024. The filing indicates material modifications to security holder rights, amendments to its articles of incorporation or bylaws, and other events, including Regulation FD disclosures. The company is a real estate investment trust incorporated in Maryland.

Why It Matters

This filing signals potential changes in Sila Realty Trust's corporate structure or security holder rights, which could impact investors' holdings and the company's operational framework.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not immediately indicate significant financial distress or major negative events.

Key Players & Entities

• Sila Realty Trust, Inc. (company) — Registrant
• Carter Validus Mission Critical REIT II, Inc. (company) — Former Company Name
• Maryland (jurisdiction) — State of Incorporation
• April 5, 2024 (date) — Date of earliest event reported
• April 8, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — f each class of common stock, par value $0.01 per share (the "Common Stock") of the C
• $0.04 — outstanding share of Common Stock from $0.04 par value per share to $0.01 par value

Filing Documents

• cik0001567925-20240405.htm (8-K) — 38KB
• ex31-articlesofamendmentef.htm (EX-3.1) — 11KB
• ex32-articlesofamendmentad.htm (EX-3.2) — 11KB
• ex991-pressreleasepotentia.htm (EX-99.1) — 11KB
• srtlogo_fullcolor.jpg (GRAPHIC) — 646KB
• 0001567925-24-000018.txt ( ) — 1022KB
• cik0001567925-20240405.xsd (EX-101.SCH) — 2KB
• cik0001567925-20240405_lab.xml (EX-101.LAB) — 22KB
• cik0001567925-20240405_pre.xml (EX-101.PRE) — 13KB
• cik0001567925-20240405_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

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.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

01 Regulation FD Disclosure

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.

01 Other Events

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

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Articles of Amendment effecting Reverse Stock Split. 3.2 Articles of Amendment adjusting Par Value. 99.1 Sila Realty Trust, Inc. Press Release, dated April 8 , 2024. 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. SILA REALTY TRUST, INC. Dated: April 8, 2024 By: /s/ Kay C. Neely Name: Kay C. Neely Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR