Sila Realty Trust, Inc. amends its Offer to Purchase to clarify disclosures regarding ownership limitations
15 Juli 2024 - 11:11PM
Business Wire
Sila Realty Trust, Inc. (NYSE: SILA) (“Sila” or the “Company”),
in connection with a modified “Dutch auction” tender offer (the
“Offer”), previously filed with the Securities and Exchange
Commission an Offer to Purchase (the “Offer to Purchase”) on June
13, 2024 (which was subsequently amended on June 13, 2024 and July
3, 2024). Today, July 15, 2024, Sila further amended the Offer to
Purchase to delete disclosures relating to the risk that the
constructive and beneficial ownership limitations in the Company’s
charter could impact stockholders. As explained further below,
given the lack of concentrated ownership of any stockholder, it is
mathematically impossible for the beneficial or constructive
ownership limitations in the Company’s charter to apply to any
stockholder as a result of the Offer (assuming (a) the Company’s
stockholders have complied with applicable securities laws and
rules regarding beneficial ownership reporting and (b) the
beneficial ownership determination for securities purposes and the
beneficial or constructive ownership determination for purposes of
the Company’s charter and applicable tax provisions yield
substantially identical results for the purposes of the Company, as
it fully and reasonably believes).
Under Sections 13(d) and 13(g) of the Securities Exchange Act of
1934, as amended, along with Regulation 13D-G, an investor who
beneficially owns more than 5.0% of a covered class of equity
securities of the Company is required to publicly file either a
Schedule 13D or Schedule 13G, as applicable. According to EDGAR
filings, no stockholder has filed either a Schedule 13D or Schedule
13G reporting ownership of over 5.0% of the Company’s common stock.
Thus, assuming stockholders have complied with the required filings
relating to beneficial ownership, no stockholder owns more than
5.0% of the outstanding common stock of the Company. Assuming that
the Offer results in the most shares of common stock being bought
at the lowest purchase price of $22.60, a hypothetical stockholder
owning 5.0% of the shares of common stock before the Offer, and who
did not tender any shares in the Offer or purchase any shares
during such time period, would hold merely 5.2% of shares of common
stock after the Offer.
As a result, assuming stockholders have complied with the
required filings relating to beneficial ownership of the Company’s
common stock, there is no mathematical possibility that any
stockholder would exceed the 9.8% beneficial or constructive
ownership limitations set forth in the Company’s charter as a
result of the Offer.
Important Notice
This press release is provided for informational purposes only
and is not an offer to buy or the solicitation of an offer to sell
any securities of the Company. The full details of the modified
“Dutch Auction” tender offer, including complete instructions on
how to tender shares, are included in the offer to purchase, the
letter of transmittal and other related materials, which were filed
with the SEC on June 13, 2024 and subsequently amended on June 13,
2024, June 20, 2024, July 3, 2024 and July 15, 2024. Stockholders
are urged to read carefully the offer to purchase, the letter of
transmittal and other related materials, including the terms and
conditions of the Offer. The offer to purchase, the letter of
transmittal and other related materials were sent to stockholders
and copies of these documents, including any subsequent amendments
to these documents, are available for free at the SEC’s website at
www.sec.gov. Each stockholder should consult with its tax advisor,
broker, dealer, commercial bank, trust company, custodian or other
nominee to evaluate the consequences of tendering or selling shares
in the Offer.
About Sila Realty Trust, Inc.
Sila Realty Trust, Inc. is a net lease real estate investment
trust headquartered in Tampa, Florida, with a strategic focus on
investing in the significant, growing, and resilient healthcare
sector of the U.S. economy. The Company invests in high quality
healthcare facilities along the continuum of care, which, we
believe, generate predictable, durable, and growing income streams.
Our portfolio comprises high-quality tenants in geographically
diverse facilities which are positioned to capitalize on the
dynamic delivery of healthcare to patients. As of March 31, 2024,
the Company owned 136 real estate properties and two undeveloped
land parcels located in 64 markets across the U.S.
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version on businesswire.com: https://www.businesswire.com/news/home/20240715716547/en/
Investor Contact: Miles Callahan, Senior Vice President
of Capital Markets and Investor Relations 833-404-4107
IR@silarealtytrust.com
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