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Sila Realty Trust, Inc. Announces Preliminary Results of Modified “Dutch Auction” Tender Offer

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Sila Realty Trust (NYSE: SILA) announced preliminary results of its modified 'Dutch Auction' tender offer to purchase up to $50 million in common stock. Based on initial reports, approximately 4.7 million shares were validly tendered at the final purchase price of $22.60 per share. The company expects to purchase about 2.2 million shares, representing 3.9% of outstanding shares, for an aggregate cost of approximately $50 million. Due to oversubscription, Sila will accept for purchase on a pro rata basis about 42% of tendered shares. Post-offer, Sila anticipates having approximately 55.0 million shares outstanding. Final results are pending confirmation by the depositary.

Sila Realty Trust (NYSE: SILA) ha annunciato i risultati preliminari della sua offerta di acquisto 'Dutch Auction' modificata per acquistare fino a 50 milioni di dollari in azioni comuni. Sulla base dei rapporti iniziali, circa 4,7 milioni di azioni sono state validamente offerte al prezzo di acquisto finale di 22,60 dollari per azione. La società prevede di acquistare circa 2,2 milioni di azioni, che rappresentano 3,9% delle azioni in circolazione, per un costo totale di circa 50 milioni di dollari. A causa della sovrascrizione, Sila accetterà per l'acquisto su base pro rata circa 42% delle azioni offerte. Dopo l'offerta, Sila prevede di avere circa 55,0 milioni di azioni in circolazione. I risultati finali sono in attesa di conferma da parte del deposito.

Sila Realty Trust (NYSE: SILA) anunció los resultados preliminares de su oferta de recompra 'Dutch Auction' modificada para adquirir hasta 50 millones de dólares en acciones comunes. Según los informes iniciales, aproximadamente 4,7 millones de acciones fueron válidamente ofrecidas al precio de compra final de 22,60 dólares por acción. La compañía espera comprar alrededor de 2,2 millones de acciones, lo que representa 3,9% de las acciones en circulación, por un coste total de aproximadamente 50 millones de dólares. Debido a la sobrereacción, Sila aceptará para compra de forma prorrata aproximadamente 42% de las acciones ofrecidas. Después de la oferta, Sila anticipa tener aproximadamente 55,0 millones de acciones en circulación. Los resultados finales están pendientes de confirmación por parte del depositario.

Sila Realty Trust (NYSE: SILA)는 수정된 '더치 옥션' 공개매수 제안의 예비 결과를 발표했습니다. 이는 최대 5천만 달러의 보통주를 매입하기 위한 것입니다. 초기 보고서에 따르면, 약 470만 주가 최종 매입 가격인 주당 22.60달러로 유효하게 제출되었습니다. 회사는 약 220만 주를 구매할 것으로 예상하며, 이는 3.9%에 해당하는 주식입니다. 총 비용은 약 5천만 달러입니다. 초과 신청으로 인해, Sila는 제출된 주식의 42%를 비례 배분하여 매입할 예정입니다. 제안 후 Sila는 약 5,500만 주의 유통 주식이 있을 것으로 예상하고 있습니다. 최종 결과는 예치기관의 확인을 기다리고 있습니다.

Sila Realty Trust (NYSE: SILA) a annoncé les résultats préliminaires de son offre de rachat 'Dutch Auction' modifiée pour acheter jusqu'à 50 millions de dollars d'actions ordinaires. D'après les premiers rapports, environ 4,7 millions d'actions ont été valablement soumises au prix d'achat final de 22,60 dollars par action. L'entreprise s'attend à acquérir environ 2,2 millions d'actions, représentant 3,9% des actions en circulation, pour un coût total d'environ 50 millions de dollars. En raison de la sursouscription, Sila acceptera à l'achat sur une base pro rata environ 42% des actions soumises. Après l'offre, Sila prévoit d'avoir environ 55,0 millions d'actions en circulation. Les résultats finaux sont en attente de confirmation par le dépositaire.

Sila Realty Trust (NYSE: SILA) gab die vorläufigen Ergebnisse seines modifizierten 'Dutch Auction'-Angebots bekannt, um bis zu 50 Millionen Dollar an Stammaktien zu kaufen. Nach ersten Berichten wurden ungefähr 4,7 Millionen Aktien zum endgültigen Kaufpreis von 22,60 Dollar pro Aktie gültig angeboten. Das Unternehmen erwartet, etwa 2,2 Millionen Aktien zu kaufen, was 3,9% der ausstehenden Aktien entspricht, zu Gesamtkosten von etwa 50 Millionen Dollar. Aufgrund der Überzeichnung wird Sila voraussichtlich 42% der angebotenen Aktien anteilig zum Kauf annehmen. Nach dem Angebot erwartet Sila, etwa 55,0 Millionen Aktien ausstehend zu haben. Die endgültigen Ergebnisse stehen noch aus, bis sie vom Depot bestätigt werden.

Positive
  • Successful completion of $50 million share repurchase program
  • Strong shareholder participation with 4.7 million shares tendered
  • Reduction of outstanding shares by 3.9%, potentially increasing earnings per share
Negative
  • Oversubscription of the offer may disappoint some shareholders unable to sell all tendered shares

The completion of a modified Dutch Auction tender offer by Sila Realty Trust, Inc. holds significant implications for both the company's financials and its investors. The company plans to purchase approximately 2.2 million shares at $22.60 per share, totaling around $50 million. This transaction will reduce the number of shares outstanding by about 3.9%, which is likely to have a positive impact on the earnings per share (EPS) due to the reduction in the share count. Additionally, the purchase price of $22.60 per share is a critical detail that indicates the company's valuation and its willingness to return capital to shareholders.

For retail investors, this tender offer could be seen as a sign of the company's strong cash position and confidence in its own valuation. However, investors should also consider the opportunity cost of deploying $50 million in this manner rather than investing in growth opportunities.

This move might lead to a short-term boost in the stock price due to the reduced supply of shares, but investors should carefully evaluate the company's longer-term strategic goals and financial health.

The healthcare-focused REIT sector is known for its stability and growth potential, largely driven by demographic trends such as an aging population. Sila Realty Trust's decision to execute a modified Dutch Auction tender offer suggests confidence in the underlying value of its assets. Historically, tender offers can often lead to not only immediate but also sustained increases in stock prices as they signal management's belief that the stock is undervalued.

However, the oversubscription of the offer indicates strong demand from shareholders wanting to sell at the tender price. This could imply that some investors may have been looking to liquidate their positions, possibly due to uncertainty about future growth or other market conditions.

Retail investors should take note of the healthcare sector's inherent resilience but also be mindful of broader market trends that could affect the REIT's performance.

The legal framework surrounding a modified Dutch Auction tender offer involves strict compliance with SEC regulations to ensure transparency and fairness. By choosing this method, Sila Realty Trust is adhering to a well-established process that offers shareholders an equal opportunity to sell their shares back to the company at a market-driven price. This method also includes protections for smaller investors through the 'odd lot' provision, ensuring that their shares are purchased in full on a priority basis.

For retail investors, understanding the regulatory protections and the structure of such offers can provide reassurance about the fairness and legality of the process. However, it's important to stay updated on the final confirmation of the tender results, as the preliminary numbers are subject to change.

Investors should also consider the potential legal and regulatory implications of the company's future actions and how they align with shareholder interests.

TAMPA, Fla.--(BUSINESS WIRE)-- Sila Realty Trust, Inc. (NYSE: SILA) (“Sila”, the “Company”, “we” or “us”), a net lease real estate investment trust (“REIT”) with a strategic investment focus on the significant, growing, and resilient healthcare sector, today announced the preliminary results of its modified “Dutch Auction” tender offer (the “Offer”) to purchase for cash up to $50 million in value of shares of the Company’s common stock, which expired at 5:00 p.m., New York City time, on July 19, 2024.

Based on the preliminary results by Computershare Trust Company, N.A., the depositary and paying agent for the Offer (the “Depositary”), approximately 4.7 million shares of common stock were validly tendered at the final purchase price of $22.60 per share and not properly withdrawn.

In accordance with the terms and conditions of the Offer, and based on the preliminary results reported by the Depositary, the Company expects to purchase approximately 2.2 million shares of common stock at a purchase price of $22.60 per share, for an aggregate cost of approximately $50 million, excluding fees and expenses relating to the Offer.

Based on these preliminary results, the number of shares of common stock that the Company expects to purchase in the Offer represents approximately 3.9% of the total number of shares of common stock outstanding as of July 19, 2024. Immediately following payment for the shares of common stock purchased in the Offer, the Company expects to have approximately 55.0 million shares of common stock outstanding.

Due to the oversubscription of the Offer, based on the preliminary results described above, the Company will accept for purchase on a pro rata basis approximately 42% of the shares of common stock properly tendered and not properly withdrawn at the purchase price of $22.60 per share (other than “odd lot” holders, whose shares of common stock will be purchased in full on a priority basis).

The number of shares of common stock expected to be purchased by the Company, the purchase price information and the proration information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary. The final number of shares of common stock to be purchased by the Company, the final purchase price information and the final proration information will be announced following the completion by the Depositary of the confirmation process. Payment for the shares of common stock accepted for purchase under the Offer will occur promptly thereafter.

Shareholders who have questions or would like additional information about the Offer may contact the information agent for the Offer, Georgeson LLC at (866) 643-7359, or the dealer manager for the Offer, Wells Fargo Securities, LLC at (800) 645-3751.

Important Notice

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company.

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. For more information, please visit the Company’s website at www.silarealtytrust.com.

Forward-Looking Statements

Certain statements contained herein, other than historical fact, may be considered “forward-looking statements.” 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. 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, 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.

Investor Contact:

Miles Callahan, Senior Vice President of Capital Markets and Investor Relations

833-404-4107

IR@silarealtytrust.com

Source: Sila Realty Trust, Inc.

FAQ

What was the final purchase price per share in Sila Realty Trust's (SILA) tender offer?

The final purchase price in Sila Realty Trust's (SILA) tender offer was $22.60 per share.

How many shares does Sila Realty Trust (SILA) expect to purchase in the tender offer?

Sila Realty Trust (SILA) expects to purchase approximately 2.2 million shares in the tender offer.

What percentage of Sila Realty Trust's (SILA) outstanding shares will be repurchased in the tender offer?

Based on preliminary results, Sila Realty Trust (SILA) expects to repurchase approximately 3.9% of its outstanding shares in the tender offer.

What is the pro rata acceptance rate for shares tendered in Sila Realty Trust's (SILA) offer?

Due to oversubscription, Sila Realty Trust (SILA) will accept approximately 42% of the shares properly tendered on a pro rata basis.

Sila Realty Trust, Inc.

NYSE:SILA

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REIT - Healthcare Facilities
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United States of America
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