Spirit Finance (NYSE:SFC)
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Spirit Finance Corporation (NYSE: SFC) (“Spirit
Finance”), a real estate investment trust
focused on single tenant, operationally essential real estate, today
announced that it has entered into a definitive merger agreement under
which a consortium including Macquarie Bank Limited, Kaupthing Bank hf.
and other independent equity participants (collectively, “the
Consortium”) will acquire Spirit Finance in a
transaction valued at approximately $3.5 billion, including
approximately $1.9 billion of assumed debt.
Under the terms of the agreement, the Consortium will acquire all of the
outstanding shares of Spirit Finance common stock for $14.50 per share
in cash. This represents a premium of approximately 15% over Spirit
Finance’s 90 day average closing share price
and an 11% premium over Spirit Finance’s
closing price on March 12, 2007.
Spirit Finance intends to pay its regular quarterly common share
dividend for the quarter ending March 31, 2007 and under the terms of
the agreement, Spirit Finance will continue to pay quarterly dividends
to shareholders on a pro-rata basis until completion of the transaction.
Simultaneous with the execution of the agreement, the Consortium has
also agreed to purchase 6,150,000 newly issued shares of Spirit Finance
common stock at $12.99 per share. Spirit Finance will use the proceeds
of this private placement of common stock to fund real estate-related
activities in the ordinary course of its business.
Morton H. Fleischer, Chairman of the Board of Directors of Spirit
Finance, said, “After careful and thorough
analysis, our Board has endorsed this transaction with the Macquarie-led
Consortium as being in the best interests of the company and our
stockholders. Our Board of Directors has unanimously approved the
agreement and recommends that Spirit Finance’s
stockholders approve the merger. We are pleased that the offer provides
immediate, certain and compelling value and we look forward to working
with the Consortium to quickly complete the transaction.”
Christopher H. Volk, President and Chief Executive Officer of Spirit
Finance, stated “Macquarie has a proven track
record of investing for the long term and has earned a reputation for
securing efficient capital access around the world. We look forward to
working with the Consortium to build upon our leadership position as a
real estate net lease capital provider. We are also pleased that the
Consortium has committed to making an equity investment in Spirit at
this time by purchasing newly issued shares in the company. This
investment will fund our continued growth and is a significant vote of
confidence in our strategic plan.”
The transaction is subject to certain closing conditions, including the
approval of Spirit Finance's stockholders and the satisfaction of other
customary closing conditions. There is no financing condition to
consummate the transaction. Spirit Finance expects to hold a Special
Meeting of Stockholders to consider and vote on the proposed merger and
the transactions contemplated by the merger agreement. The transaction
is expected to close promptly following the satisfaction of all closing
conditions, which is anticipated to occur by the end of the third
quarter of 2007.
Under the merger agreement, Spirit Finance may solicit superior
proposals from third parties through April 9, 2007. The Board of
Directors of Spirit Finance, with the assistance of its financial
advisors, intends to solicit superior proposals during this period.
There can be no assurances that the solicitation of superior proposals
will result in an alternative transaction.
Citigroup Corporate & Investment Banking and Wachovia Securities are
serving as financial advisors to Spirit Finance and Kutak Rock LLP is
serving as the company’s legal counsel.
Venable LLP is serving as the company’s
Maryland counsel. For the Consortium, Macquarie Securities (USA) Inc.
and Kaupthing Securities Inc. are acting or are engaged to act as
financial advisors and Latham & Watkins LLP is acting as legal advisor.
The Consortium’s debt financing in relation
to the transaction is being provided by Credit Suisse.
About Spirit Finance Corporation
Spirit Finance Corporation provides customized, flexible sale/leaseback
financing solutions for single tenant, operationally essential real
estate assets that are vital to the operations of retail, service and
distribution companies. The company’s core
markets include free-standing automotive dealers, parts and service
facilities, drugstores, educational facilities, movie theaters,
restaurants, supermarkets, and other retail, distribution and service
businesses. Additional information about Spirit Finance Corporation is
available on its website at www.spiritfinance.com.
About Macquarie
The Macquarie Group (Macquarie) is a diversified international provider
of specialist financial and investment banking services around the world
with total assets under management of US$140 billion (as of December 31,
2006). The Macquarie Group comprises Macquarie Bank Limited as well as
its subsidiaries and affiliates worldwide and the funds or companies
that it manages. Macquarie employs 9,800 people in 24 countries.
About Kaupthing
Kaupthing Bank is a northern European bank offering integrated financial
services to companies, institutional investors and individuals. These
services include corporate banking, investment banking, capital markets
services, asset management and comprehensive wealth management for
private banking clients. The Bank operates in ten countries, including
all the Nordic countries, Luxembourg, Switzerland, the UK and the US. In
addition the Bank operates a retail franchise in Iceland, where it is
headquartered.
Forward-Looking and Cautionary Statements
Statements contained in this press release which are not historical
facts are forward-looking statements as the term is defined in the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by the use of words such as “expects,”
“plans,” “estimates,”
“projects,” “intends,”
“believes,” “guidance,”
and similar expressions that do not relate to historical matters. These
forward-looking statements are subject to risks and uncertainties which
can cause actual results to differ materially from those currently
anticipated, due to a number of factors which include, but are not
limited to, continued ability to source new investments, changes in
interest rates and/or credit spreads, changes in the real estate
markets, and other risk factors discussed in Spirit Finance Corporation’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed by the Company with the Securities and Exchange
Commission from time to time. All forward-looking statements in
this press release are made as of today, based upon information known to
management as of the date hereof, and the Company assumes no obligations
to update or revise any of its forward-looking statements even if
experience or future changes show that indicated results or events will
not be realized.
Important Information
Spirit Finance will file with the Securities and Exchange Commission
a current report on Form 8-K, which will include the merger agreement.
The proxy statement that Spirit Finance plans to file with the
Securities and Exchange Commission and mail to stockholders will contain
information about Spirit Finance, the proposed merger and related
matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY
WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER.
In addition to receiving the proxy statement from Spirit Finance by
mail, stockholders will be able to obtain the proxy statement, as well
as other filings containing information about Spirit Finance, without
charge, from the Securities and Exchange Commission's website (http://www.sec.gov)
or, without charge, from Spirit Finance at www.spiritfinance.com
or by directing such request to Spirit Finance, 14631 N. Scottsdale
Road, Suite 200, Scottsdale, Arizona 85254, Attention: Investor
Relations.
Spirit Finance and its directors and executive officers and other
members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the merger. Information
concerning these participants in the solicitation will be set forth in
the proxy statement relating to the merger when it becomes available.