Spirit Realty Capital Prices Initial Public Offering

By Gail Kalinoski, Contributing Editor

Spirit Realty Capital, a Scottsdale, Ariz.-based triple-net sector REIT, launched an initial public offering Thursday raising approximately $435 million that will be used primarily to pay off $399 million in debt.

The company priced 29 million shares of common stock at $15, lower than the $16 to $18 per share the REIT had projected in its prospectus filed Sept. 10 with the U.S. Securities and Exchange Commission. At that time, Spirit Realty had also planned to issue about 27 million shares.

Trading on the New York Stock Exchange under the SRC symbol, the stock dropped to $14.76 at one point and hit a high of $15.47. By the closing bell Thursday, it ended the day where it began at $15.

Underwriters have a 30-day option to purchase up to 4.35 million additional shares at the IPO price to cover over-allotments. The offering is expected to close on Sept. 25.

Morgan Stanley, Macquarie Capital, UBS Investment Bank, Deutsche Bank Securities and RBC Capital acted as joint book-running managers of the offering and Raymond James, Sandler & O’Neill and Partners L.P. and Stifel Nicolaus Weisel acted as co-managers.

Macquarie Capital USA Inc. and TPG-Axon, a hedge fund, are among the owners of Spirit Realty Capital. In 2007, a consortium led by the Macquarie affiliate bought Spirit Realty for $1.6 billion. The company, which had been trading publicly for a short time, then became private. Two of its co-founders, Morton Fleischer and Christopher Yolk, left several years later and in May 2011, began STORE Capital, a REIT which also invests in single-tenant properties.

Originally known as Spirit Finance, the REIT was formed in 2003 mainly to acquire single-tenant, triple-net real estate.  As of June 30, the REIT’s gross investment in real estate and loans totaled about $3.6 billion, representing investment in 1,183 properties, including properties securing mortgage loans.  Of that amount, 98.3 percent was real estate investment, including ownership of 1,096 properties. The remaining 1.7 percent was commercial mortgage and equipment loans secured by 87 properties or related assets, according to the REIT’s SEC filing.  Spirit Realty said its leases had on average 11.4 years remaining on them.  Nearly all the company’s leases, which run from 15 to 20 years, provided for increases in future annual rent.

Spirit Realty currently has 165 tenants in a variety of retail, service and distribution industries. The largest tenant is Shopko/Pamida stores, representing 30.2 percent of Spirit Realty’s annual rent base. No other tenant contributed more than 10 percent of the annual rent for the REIT. Spirit Realty said its occupancy has never gone below 96.1 percent and is currently at 98.2 percent.

From Jan. 1, 2008, to June 30, 2012, Spirit Realty focused mainly on managing its portfolio and reducing indebtedness. However, in the last year, the REIT began acquiring properties, spending about $111.5 million, according to the SEC filing. The REIT says its competitive strengths come from having a diversified tenant base and focusing on small and middle-market companies.