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SRC > SEC Filings for SRC > Form 8-K on 9-Jun-2014All Recent SEC Filings

Show all filings for SPIRIT REALTY CAPITAL, INC.

Form 8-K for SPIRIT REALTY CAPITAL, INC.


9-Jun-2014

Termination of a Material Definitive Agreement, Financial Statements


ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On and effective June 5, 2014 (the "Defeasance Date"), Spirit SPE Portfolio 2006-1, LLC and Spirit SPE Portfolio 2006-2, LLC, each a Delaware limited liability company (collectively "Borrowers"), indirectly owned subsidiaries of Spirit Realty Capital, Inc. (the "Company") defeased the loans outstanding under that certain Loan Agreement, dated as of May 31, 2006, among the Borrowers and U.S. Bank, National Association, as successor trustee for the registered holders of Citigroup Commercial Mortgage Trust 2006-C4 Commercial Mortgage Pass-Through Certificates, Series 2006-C4 (the "A1 and A2 Noteholders"), U.S. Bank, National Association, as successor trustee for the registered holders of Deutsche Mortgage & Asset Receiving Corporation Commercial Mortgage Pass-Through Certificates, Series CD 2006-CD3 (the "A3, A4 and A6 Noteholders"), and U.S. Bank, National Association, as successor trustee for the registered holders of COBALT CMBS Commercial Mortgage Trust 2006-C1 Commercial Mortgage Pass-Through Certificates, Series 2006-C1 (the "A3 Noteholders", and each of the A1, A2, A3, A4, A5 and A6 Noteholders as successor-in-interest to Barclays Capital Real Estate Inc., a Delaware corporation, and Citigroup Global Markets Realty Corp., a New York corporation), collectively as the "Lender".

Pursuant to a Defeasance, Assignment, Assumption and Release Agreement dated the Defeasance Date by and among the Borrowers, U.S. Bank, National Association as Trustee for the Lender, Midland Loan Servicer, a division of PNC Bank, National Association as servicer and U.S. Bank, National Association as Securities Intermediary and Custodian (the "Defeasance Agreement"), the Borrowers granted to Lender a security interest in certain securities and the proceeds thereof to secure payment and performance under the Loan Agreement and Lender released the existing collateral under the Loan Agreement. Under the Defeasance Agreement, the Borrowers also assigned their obligations under the Loan Agreement from and after the Defeasance Date to an unaffiliated successor borrower and were generally released from Loan Agreement obligations from and after the Defeasance Date. The description of the Defeasance Agreement is a summary and qualified in its entirety by the terms of the agreement, filed wherewith as Exhibit 1.1 and incorporated herein by reference.

The original loan amount under the Loan Agreement was $545.7 million bearing interest at a fixed rate of 6.5875% with a maturity date of June 5, 2016. On the Defeasance Date, the principal balance outstanding under the Loan Agreement was approximately $488.0 million. Prior to the Defeasance Date, the obligations under the Loan Agreement had been secured by 112 properties and rents therefrom leased to Shopko Stores Operating Co., LLC, which had an aggregate gross book value of approximately $922 million as of March 31, 2014. The Borrowers funded the defeasance using a portion of the approximately $726.2 million in aggregate net proceeds contributed to them from the Company's sale of $402.5 million principal amount of 2.875% Convertible Senior Notes due 2019 and $345 million principal amount of 3.75% Convertible Senior Notes due 2021 which was completed on May 20, 2014. In connection with the defeasance, the Borrower incurred approximately $56.5 million in costs and expenses.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
1.1 Defeasance, Assignment, Assumption and Release Agreement dated June 5, 2014 by and among Spirit SPE Portfolio 2006-1, LLC and Spirit SPE Portfolio 2006-2, LLC, U.S. Bank, National Association as Trustee for the Lender, Midland Loan Servicer, a division of PNC Bank, National Association as servicer and U.S. Bank, National Association as Securities Intermediary and Custodian


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