Sila Realty Trust Files 8-K on Security Holder Rights

Ticker: SILA · Form: 8-K · Filed: May 29, 2024 · CIK: 1567925

Sentiment: neutral

Topics: corporate-action, filing, legal

TL;DR

Sila Realty Trust filed an 8-K, expect changes to security holder rights.

AI Summary

Sila Realty Trust, Inc. filed an 8-K on May 29, 2024, reporting material modifications to the rights of security holders and other events as of May 23, 2024. The filing also includes amendments to its articles of incorporation or bylaws and financial statements. The company was formerly known as Carter Validus Mission Critical REIT II, Inc. and changed its name on January 25, 2013.

Why It Matters

This 8-K filing indicates potential changes affecting Sila Realty Trust's security holders, which could impact their rights and the company's governance structure.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate actions and does not immediately suggest significant financial distress or operational risk.

Key Players & Entities

FAQ

What specific modifications were made to the rights of Sila Realty Trust's security holders?

The filing indicates 'Material Modifications to Rights of Security Holders' as an item information, but the specific details of these modifications are not provided in the provided text snippet.

Were there any amendments to Sila Realty Trust's articles of incorporation or bylaws?

Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item information, suggesting such amendments were made.

What is the primary business of Sila Realty Trust, Inc.?

Sila Realty Trust, Inc. is classified under 'REAL ESTATE INVESTMENT TRUSTS [6798]' according to its Standard Industrial Classification.

When did Sila Realty Trust, Inc. change its name from Carter Validus Mission Critical REIT II, Inc.?

The company changed its name from Carter Validus Mission Critical REIT II, Inc. on January 25, 2013.

What is the fiscal year end for Sila Realty Trust, Inc.?

The fiscal year end for Sila Realty Trust, Inc. is December 31 (1231).

Filing Stats: 2,007 words · 8 min read · ~7 pages · Grade level 12.7 · Accepted 2024-05-29 08:50:16

Key Financial Figures

Filing Documents

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 May 23, 2024, the Board of Directors of the Company (the "Board") approved of Articles Supplementary (the "Articles Supplementary") to reclassify authorized but unissued shares of the Company's Class T common stock, $0.01 par value per share, Class I common stock, $0.01 par value per share, and Class T2 common stock, $0.01 par value per share, into Class A common stock, $0.01 par value per share ("Class A Common Stock"), to be effective at 9:31 a.m. on June 13, 2024. Also on May 23, 2024, the Board approved of Articles of Amendment (the "Articles of Amendment") to rename and designate Class A Common Stock as "Common Stock", to be effective at 9:32 a.m. on June 13, 2024. The Articles of Amendment change all references to Class A Common Stock in the Company's Third Articles of Amendment and Restatement to "Common Stock." The Articles Supplementary and Articles of Amendment will be filed with the State Department of Assessments and Taxation of Maryland prior to each of their respective effective dates. If the Board determines after the date of this Current Report on Form 8-K to delay or cancel the NYSE Listing (as defined below), the Articles Supplementary and/or Articles of Amendment may be withdrawn prior to effectiveness. The foregoing description of the Articles Supplementary and Articles of Amendment is qualified in its entirety by reference to the Articles Supplementary and Articles of Amendment, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. As previously disclosed on April 8, 2024, the Board previously authorized the Company to pursue a listing of the Company's common stock, par value $0.01 per share (the "Common Stock"), on the New York Stock Exchange (the "NYSE") under the symbol "SILA" (the "NYSE Listing"). In conjunction with the anticipated NYSE Listing and in order to provide liquidity to the stockholders of the Company and help stabilize the share price of the Company's Common Stock after the NYSE Listing, the Company also expects to commence a modified "Dutch Auction" tender offer (the "Tender Offer") to purchase up to $50 million in value of shares of its outstanding Common Stock, at a price specified by tendering stockholders within a to-be-determined specified price range. In connection with the commencement of the Tender Offer, the Company expects to allow stockholders to tender all or a portion of their shares of Common Stock, but if the Tender Offer is oversubscribed, shares of Common Stock would be accepted on a pro rata basis. The Company anticipates funding the Tender Offer and all related fees and expenses with cash on the Company's balance sheet and/or availability under the Company's revolving credit facility. If the Company commences the Tender Offer, the full details will be included in an offer to purchase, letter of transmittal and related materials which will become available to stockholders promptly following commencement of the Tender Offer and filed with the Securities and Exchange Commission (the "SEC") in accordance with applicable securities laws. Until such time as the Company commences the Tender Offer, there can be no assurances that the Company will in fact commence the Tender Offer or any other tender offer for the Company's shares of Common Stock. The potential NYSE Listing and launch of the Tender Offer is expected to occur on June 13, 2024. The price at which the Common Stock may list on the NYSE may be different and could be significan

Forward Looking Statements

Forward Looking Statements Certain statements contained in this Current Report on Form 8-K, other than historical facts, 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 Company's intention to pursue and consummate, and the expected timing and authorization of, the NYSE Listing and related Tender Offer, the price at which the Common Stock may list and trade for on the NYSE, the size of, and source of funds for, the Tender Offer, the expected filing dates of the Articles Supplementary and Articles of Amendment, and the expected payment of the New Distribution. 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 the NYSE and any material market changes and trends that could affect (i) the Company's decision or ability to consummate the NYSE Listing and related Tender Offer, (ii) the size or pricing of the Tender Offer or (iii) the price at which the Common Stock may list and trade for on the NYSE, and you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other fa

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Articles Supplementary 3.2 Articles of Amendment 99.1 Press Release, dated May 29 , 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: May 29, 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

View on Read The Filing