STORE CAPITAL CORPORATION Item 1.01 Entry Into a Material Definitive Agreement.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Term Loan Facility and Property Management Agreement
In connection with the completion of the Merger, on the Closing Date, the
Company entered into a credit agreement, dated as of
The Credit Agreement provides for a secured term loan of
In connection with entering into the Credit Agreement, the Company also entered
into the Property Management and Servicing Agreement, dated as of
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Merger, on the Closing Date, STORE
repaid in full all indebtedness, liabilities and other obligations outstanding
under, and terminated, (i) the Second Amended and Restated Credit Agreement,
dated
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms and conditions of the Merger Agreement, at or immediately prior to, as applicable, the effective time of the Merger (the "Merger Effective Time"), among other things:
• Common Stock: Each share of common stock of STORE, par value $0.01 per
share ("Common Stock"), other than shares of Common Stock held by
STORE, the Parent Parties or any of their respective wholly-owned
subsidiaries, issued and outstanding immediately prior to the Merger
Effective Time, was automatically cancelled and converted into the
right to receive an amount in cash equal to $32.25 per share (the
"Merger Consideration"), without interest.
• Restricted Stock: Each outstanding award of restricted shares of
Common Stock granted pursuant to the STORE Capital Corporation 2015
Omnibus Equity Incentive Plan (including any amendments, the "Equity
Incentive Plan") automatically became fully vested and all
restrictions and repurchase rights thereon lapsed, and thereafter all
shares of Common Stock represented thereby were considered outstanding
for all purposes under the Merger Agreement and subject to the right
to receive an amount in cash equal to the Merger Consideration, less
required withholding taxes.
• Performance Units: Outstanding awards of performance-based restricted
share units with respect to shares of Common Stock ("Performance
Units") granted pursuant to the Equity Incentive Plan automatically
became earned and vested in accordance with the actual level of
performance of STORE as of the date of execution of the Merger
Agreement, and thereafter were cancelled and, in exchange therefor,
each holder of any such cancelled vested Performance Units ceased to
have any rights with respect thereto, except the right to receive as
of the Merger Effective Time, in consideration for the cancellation of
such vested Performance Units and in settlement therefor, an amount in
cash equal to (i) the product of (a) the Merger Consideration and
(b) the number of so-determined earned performance shares subject to
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
Item 3.02 Unregistered Sales of
The information set forth in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
On
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Merger Effective Time, the holders of shares of Common Stock outstanding immediately before the Merger ceased to have any rights as stockholders of STORE (other than their right to receive the Merger Consideration).
Upon issuance of the Series A Preferred Units referenced in Item 3.02 above and Item 5.03 below, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, the common units or any other membership interests or equity securities issued by the Company ranking junior to or on a parity with the Series A Preferred Units will be subject to certain restrictions in the event that the Company does not declare distributions on the Series A Preferred Units during any distribution period.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Merger, at the Merger Effective Time, a change of control of
STORE occurred, and Merger Sub as successor by merger to STORE, remains a
subsidiary of Parent, an affiliate of
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Board of Directors
As a result of the Merger and pursuant to the Merger Agreement, at the Merger
Effective Time, STORE ceased to exist and Merger Sub continued as the Surviving
Entity. In connection with the completion of the Merger, at the Merger Effective
Time, each of
In connection with the completion of the Merger, as specified in the Second
Amended and Restated Limited Liability Company Agreement of Merger Sub, dated as
of
Executive Officers
As a result of the Merger and pursuant to the Merger Agreement, at the Merger
Effective Time, STORE ceased to exist and Merger Sub continued as the Surviving
Entity. At the Merger Effective Time,
On
•Mary B. Fedewa - President, Chief Executive Officer and Assistant Secretary •Craig A. Barnett - Executive Vice President - Underwriting & Portfolio Management •Chad A. Freed - Executive Vice President - General Counsel, Chief Compliance Officer and Secretary •Lori Markson - Executive Vice President - Portfolio Operations •Tyler S. Maertz - Executive Vice President - Acquisitions •David Alexander McElyea - Executive Vice President - Data Analytics & Business Strategy •Ashley A. Dembowski - Senior Vice President - Corporate Controller & Chief Accounting Officer
Biographical information with respect to each executive officer of the Company is set forth in Exhibit 99.2 attached hereto and is incorporated herein by reference.
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Compensatory Plans
Pursuant to the terms of the Merger Agreement, in connection with the completion
of the Merger, STORE terminated the Equity Incentive Plan, the
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Merger, at the Merger Effective Time,
(i) the Articles of Amendment and Restatement and Fourth Amended and Restated
Bylaws of STORE ceased to be in effect and (ii) the Certificate of Formation of
Merger Sub and the Second Amended and Restated Operating Agreement became the
organizational documents of Surviving Entity. Immediately following the Merger
Effective Time, the Surviving Entity amended and restated the Second Amended and
Restated Operating Agreement (the Third Amended and Restated Limited Liability
Company Agreement, dated as of
Among other things, the Operating Agreement classified and designated 125 Series
A Preferred Units. The Series A Preferred Units will, with respect to
distribution and redemption rights and rights upon liquidation, dissolution or
winding up of the Company, rank senior to the Company's common units and to all
other membership interests and equity securities issued by the Company
(collectively, the "
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The foregoing descriptions of the Operating Agreement and the Certificate of Formation do not purport to be complete and are qualified in their entirety by the full text of the Operating Agreement and the Certificate of Formation, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On
Prior to the consummation of the Merger, STORE was a party to (i) the Note
Purchase Agreement, dated as of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 2.1 Agreement and Plan of Merger, dated as ofSeptember 15, 2022 , by and amongIvory Parent, LLC ,Ivory REIT, LLC , andSTORE Capital Corporation (incorporated by reference to Exhibit 2.1 toSTORE Capital Corporation's Current Report on Form 8-K, filed onSeptember 15, 2022 ). 3.1 Third Amended and Restated Limited Liability Company Agreement ofIvory REIT, LLC , dated as ofFebruary 3, 2023 . 3.2 Certificate of Formation ofIvory REIT, LLC , datedAugust 30, 2022 , as amended effectiveFebruary 3, 2023 . 4.1 Supplemental Indenture No. 5, dated as ofFebruary 3, 2023 , by and betweenIvory REIT, LLC ,STORE Capital Corporation andWilmington Trust Company , as Trustee. 7
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10.1 Credit Agreement, dated as ofFebruary 3, 2023 , among the Borrowers identified therein, Credit Suisse AG,Cayman Islands Branch, as Administrative Agent,Citibank, N.A ., as Payment Agent, and the other lenders identified therein. 10.2 Property Management and Servicing Agreement, dated as ofFebruary 3, 2023 , among the Borrowers identified therein,Ivory REIT, LLC (renamedSTORE Capital LLC following the Merger Effective Time), as Property Manager and Special Servicer,KeyBank National Association , as Back-Up Manager, and Credit Suisse AG,Cayman Islands Branch, as Administrative Agent. 10.3 Credit Agreement, dated as ofFebruary 3, 2023 , by and among IvoryREIT, LLC (renamedSTORE Capital LLC following the Merger Effective Time),KeyBank National Association , as Administrative Agent, and the other lenders and parties identified therein. 99.1 Press Release, issuedFebruary 3, 2023 . 99.2 Biographical Information for Directors and Executive Officers. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 8
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