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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 8-K
___________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 13, 2024
___________________________________________
SILA REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
___________________________________________
Maryland 001-42129 46-1854011
(State or other jurisdiction of
incorporation or organization)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
1001 Water St.
Suite 800
Tampa, Florida 33602
(Address of principal executive offices)
(813) 287-0101
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
___________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per shareSILANew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01    Regulation FD Disclosure.
On June 13, 2024, Sila Realty Trust, Inc. (the “Company”) issued a press release announcing the listing and trading of its common stock, par value $0.01 per share (the “Common Stock”) on the New York Stock Exchange (the “Listing”). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
The information furnished under Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. The furnishing of these materials is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the presentation materials include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
Item 8.01    Other Events.
Additionally, on June 13, 2024, the Company sent a letter to its stockholders (the “Shareholder Letter”) and a frequently asked questions sheet (“FAQ”) relating to the Listing and the Company’s commencement of a modified “Dutch Auction” tender offer (the “Tender Offer”) and posted the Shareholder Letter and FAQ to its website (www.silarealtytrust.com). A copy of the Shareholder Letter and FAQ are attached to this Current Report on Form 8-K as Exhibit 99.2 and 99.3, respectively, and incorporated by reference herein.
The information in this Current Report on Form 8-K and Exhibits 99.2 and 99.3 are for informational purposes only and are neither an offer to buy nor the solicitation of an offer to sell any securities of the Company. The Tender Offer is being made exclusively pursuant to an Offer to Purchase, dated June 13, 2024, the related Letter of Transmittal and other related materials filed as part of the Tender Offer Statement on Schedule TO-I (the “Schedule TO”) the Company filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2024. The Tender Offer materials are being sent to the Company’s stockholders. Stockholders may also obtain free copies of the Tender Offer materials online at the website of the SEC at www.sec.gov as exhibits to the Schedule TO or from the Company’s information agent in connection with the Tender Offer.
Item 9.01    Financial Statements and Exhibits.

(d) Exhibits
Exhibit No. Description
99.1
99.2
99.3
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SILA REALTY TRUST, INC.
Dated: June 13, 2024By:/s/ Kay C. Neely
Name:Kay C. Neely
Title:Chief Financial Officer

EXHIBIT 99.1

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Sila Realty Trust, Inc. Begins Trading on the New York Stock Exchange

Enters Public Markets as a Net Lease REIT Focused Solely on High-Quality Healthcare Properties

TAMPA, Fla., June 13, 2024 (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 that its shares of common stock have been listed and commenced trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “SILA.” The Company celebrated its direct listing by ringing The Opening Bell at the NYSE.

“Becoming a publicly traded company listed on the New York Stock Exchange marks a great milestone for Sila Realty Trust,” stated Michael A. Seton, President and Chief Executive Officer of the Company. “This achievement would not be possible without the diligent work of our outstanding team, our tenants, and our longtime stockholders who have supported us through the years.

“We strongly believe that our existing institutional quality and diverse portfolio of healthcare properties, along with our strategy of investing in net leased assets to leading operators along the continuum of the healthcare delivery system, provides investors with a differentiated opportunity in the REIT space. Becoming publicly traded on the NYSE will provide the Company with future access to scale capital through the public equity markets, which, we believe, will allow the Company to further grow its robust and diverse portfolio of healthcare assets, and, consequently, enhance value to our stockholders.”

We believe Sila is public company-ready with an experienced, cycle-tested management team. Together, the Company has amassed a diversified portfolio consisting of over $2.1 billion of high-quality properties associated with some of the largest and most reputable healthcare operators in the country, including Post Acute Medical, LLC; Baylor, Scott and White Health; Tenet Healthcare Corporation; and Cleveland Clinic Foundation.

Sila maintains a strong balance sheet with approximately $590 million in liquidity and a net debt leverage ratio of approximately 20.5%, as of March 31, 2024. With a disciplined and accretive approach to capital allocation and $500 million available under its revolving credit facility, Sila has the financial flexibility to pursue a direct listing on the NYSE rather than raising capital through a traditional initial public offering. We believe Sila’s strong financial position is a competitive advantage in executing its growth strategy in the current capital-constrained economic environment.



Sila enters the public markets as the only net lease REIT focused solely on high-demand healthcare properties. This is an important distinction that, we believe, allows Sila to benefit from tailwinds of the growing healthcare sector while delivering the portfolio metrics of net-lease REITs, including longer lease terms, lower leverage profiles, and higher portfolio occupancy. Sila focuses on properties in markets across the U.S. where favorable demographics, strong economies and healthcare demand are growing rapidly. Including our latest acquisition in May, Sila’s current portfolio consists of 137 high-quality properties, including medical outpatient buildings, inpatient rehabilitation facilities, and surgical and specialty facilities, that are critical to their operators and the communities which they serve. These relationships support a secure and diversified tenancy. As of March 31, 2024, the Company had an attractive weighted average lease rate of 99.2%, with 64.3% of its tenants, guarantors or affiliates having rated or investment grade rated credit. As a net lease REIT, Sila has longer lease terms with a weighted average remaining lease term of 8.4 years.

With a robust platform of dedicated in-house acquisition, credit and research underwriting, and investment management teams, we believe Sila has ample capacity to scale and grow to over $3 billion in enterprise value with its existing staff and platform.

The Company has long maintained a stockholder-first mentality and has a track record of stockholder-friendly initiatives, contracted rent escalators, attractive returns, and a commitment to strong corporate governance with a highly credentialed and diverse board of directors. Sila maintains an appropriate payout ratio for ample dividend coverage and opportunistic growth.

Mr. Seton concluded in describing the Company’s name and values, “The name Sila (pronounced See’-lah) translates from many languages into inspiring words such as strength, permanence, reflection, and unity – words that we strive to live up to each day for the benefit of our stockholders and our tenants.”

Wells Fargo Securities acted as financial advisor to the Company. Holland & Knight LLP served as general counsel to the Company. Venable LLP served as Maryland counsel and tax counsel to 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.

Forward-Looking Statements
Certain statements contained herein, other than historical fact, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided by the same. The forward-looking statements contained herein, including statements
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relating to the Company’s future access to capital, portfolio growth, enhanced stockholder value, and capacity and growth of its enterprise value, 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


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EXHIBIT 99.2
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June 13, 2024

Dear Fellow Shareholder,

I have exciting news to share about Sila Realty Trust (“Sila”, the “Company”, “we” or “us”). Today, June 13th, 2024, the Company’s shares will be available to be publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “SILA.” I could not be prouder of our team who worked tirelessly to get us to this milestone or more appreciative of our stockholders who have patiently supported us on this journey.

Since our founding 10 years ago, our primary goal has been to be a responsible fiduciary to our stockholders and a thoughtful steward of your capital. More than 60,000 investors have put their trust in our management and board of directors to make Sila a leader in the REIT space. We have successfully curated a portfolio of $2.1 billion of institutional quality, best-in-class healthcare properties, focused on the growing and undeniable trends in the ever-increasing U.S. healthcare market. We have focused our investing on lower cost patient settings by investing in medical outpatient buildings, rehabilitation and surgical facilities, and other state-of-the-art facilities essential to the healthcare delivery model. Importantly, we believe our properties are critical to the operations of our tenants and to the communities they serve.

By investing in longer duration net leased assets with well established, credit-worthy operators, we are able to provide investors with a unique investment opportunity to participate in the growing, defensible healthcare sector while limiting exposure to the increase in expenses associated with real estate properties as these costs are borne by our tenants.
Through careful and deliberate management of our balance sheet over the Company’s history, we believe that Sila is entering the publicly traded market with substantial investment capability – a high distinction in the currently dislocated and capital-constrained real estate and capital markets environment. We did not seek to become a publicly traded company because we have an immediate need for capital or to pay down debt. We have become a publicly traded company as we see a significant opportunity ahead to accretively grow our portfolio of high-quality healthcare assets to the benefit of Company and stockholder value. We expect to achieve this over time by using our current available capital discriminately and accessing scale capital through the public equity markets to deliver strong risk-adjusted returns. Thus far in 2024, we have successfully acquired seven high-quality properties for an aggregate purchase price of approximately $135 million. With our discerning acquisition strategy focused on markets demonstrating robust demographics and economies, we believe we have a clear pathway for long-term growth and value creation.
Prior to the listing, we effected a one-for-four reverse stock split for all of our outstanding shares of common stock on May 1, 2024 to align our common share price with a share price that is more typical

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for a publicly traded company. In connection with the listing, Sila commenced a modified “Dutch Auction” tender offer (the “Offer”) to purchase up to $50 million of the Company’s outstanding common stock. For more details on the Offer, or to participate, please refer to the Offer materials that we filed with the Securities and Exchange Commission (“SEC”) on June 13, 2024. The Offer materials are also being mailed to holders of record as of the close of business on June 12, 2024.

At the time of listing, all outstanding shares of Class I common stock and Class T common stock were automatically converted to Class A common stock on a one-for-one basis. Class A common stock was then immediately renamed “Common Stock,” and it is the sole class of stock trading on the NYSE.

I am incredibly proud of our company, management team, employees, and board of directors, who strive each day to put the Company’s shareholders first. I believe great opportunities lie ahead and we all look forward to continuing this journey with as many of you as we can as we gain market recognition for being the only net lease REIT focused exclusively on investing in healthcare real estate.

Please refer to the “Frequently Asked Questions” document, which addresses questions you may have related to recent events. We also encourage shareholders to register for real-time alerts on our investor relations website at https://investors.silarealtytrust.com to receive the most up-to-date Sila news and financial information.

Thank you to each of you for support in the past and going forward.


Sincerely,

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Michael A. Seton
President and Chief Executive Officer
Sila Realty Trust, Inc.

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Important Notice
This letter is a summary provided for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company. The full details of the modified “Dutch Auction” tender offer, including complete instructions on how to tender shares, are included in the offer to purchase, the letter of transmittal and other related materials, which were filed with the SEC on June 13, 2024. Stockholders are urged to read carefully the offer to purchase, the letter of transmittal and other related materials, including the terms and conditions of the Offer. The offer to purchase, the letter of transmittal and other related materials are being sent to stockholders and copies of these documents are available for free at the SEC’s website at www.sec.gov. Each stockholder should consult with its tax advisor, broker, dealer, commercial bank, trust company, custodian or other nominee to evaluate the consequences of tendering or selling shares in the Offer.

Forward-Looking Statements
Certain statements contained herein, other than historical fact, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided by the same (the “Safe Harbor”). However, for the avoidance of doubt, any forward-looking statements relating to the Offer are not covered by the Safe Harbor. The forward-looking statements contained herein, including statements relating to the growth of our portfolio, our expectations relating to enhancement of stockholder value, and planned use and access to capital, 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.

EXHIBIT 99.3
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Frequently Asked Questions (FAQ)
June 13, 2024

Sila Realty Trust, Inc. (the “Company” or “Sila”) has prepared these questions and answers on various matters in connection with the listing of the Company’s common stock on the New York Stock Exchange (the “NYSE”) on June 13, 2024 (the “Listing”).

General Listing Information

1.    When did Sila list its common stock on the NYSE?

June 13, 2024

2.    What is Sila’s ticker symbol on the NYSE?

SILA

3.    Do current stockholders need to take any action to list their shares on the NYSE?

No. Effective June 13, 2024, all existing classes of common stock were consolidated into a single class of common stock, which is now listed on the NYSE under CUSIP 146280508. The shares were automatically listed without stockholders having to take any action.

Company Actions Taken Prior to the Listing

4.    What is a reverse share split and why did it take place?

On May 1, 2024, the Company effected a one-for-four reverse share split where stockholders received one share for every four shares previously owned. The reverse share split did not affect the stockholders’ value, stockholders’ percentage ownership interest, or the Company’s value, as the aggregate equity value remained the same after it was executed. The reverse share split merely allowed the Company to establish a share price that is more typical of publicly traded companies.

5.    What is the status of the Share Repurchase Program?

As the Company previously announced in a press release and Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2024, effective April 8, 2024, the Company’s Share Repurchase Program (“SRP”) was suspended. All previously submitted repurchase requests, including submissions that were not fully repurchased in prior quarters, are therefore void. Upon consummation of the Listing, the SRP was effectively terminated. Shares can now be sold through the NYSE. For more information, refer below to “#21. How do I sell my shares?”.

6.    Is Sila still allowing shares to be reinvested through the Distribution Reinvestment Plan?

In a press release and Current Report on Form 8-K filed with the SEC on April 8, 2024, the Company announced the termination of the Company’s Amended and Restated Distribution Reinvestment Plan (the “DRIP”), effective May 1, 2024. All stockholders participating in the DRIP were automatically converted to cash distribution payments going forward.


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Type and Mechanics of Listing

7.    Why did Sila choose to list on the NYSE?

The Company wanted to provide existing stockholders with liquidity optionality. Each stockholder now has the ability to sell their shares in the open market or retain their respective shares and benefit from anticipated future value in the Company. We also believe the Listing will introduce the Company to a large and diverse group of investors and offer access to scale capital, while allowing an attractive investment opportunity to new investors.

8.    Why did Sila choose to do a direct listing and not an initial public offering?

With a disciplined and accretive approach to capital allocation and ample available liquidity, the Company has the financial flexibility to pursue a direct listing rather than raising capital through a typical initial public offering, or IPO. In a direct listing, there is no primary issuance of shares by the Company and, therefore, no dilution of ownership at the time of listing. The initial trading price is established in a fully transparent process providing existing stockholders the option to sell their shares directly and immediately to other public investors through the NYSE, if they so choose.

9.    What happened to my Class A, Class I, and Class T shares, and what is my current share class?

Upon listing on the NYSE on June 13, 2024, all outstanding shares of Class I common stock and Class T common stock were automatically converted into Class A common stock on a one-for-one basis. Class A common stock was then immediately renamed “common stock” and will be the sole class of stock traded on the NYSE. The conversion has no effect on the economic rights of holders of outstanding shares of Class I common stock or Class T common stock. The conversion occurred automatically and without any action on the part of stockholders pursuant to the Company’s charter, as amended or supplemented. The conversion will not impact the preferences, rights, voting powers (one vote per share), restrictions, qualifications, and terms and conditions that currently exist with respect to the Class I common stock and Class T common stock. Immediately upon and concurrent with such conversion, no shares of Class I common stock or Class T common stock remain issued or outstanding. The only current class is “common stock.”

10.    What will happen to fractional shares?

Fractional shares that were owned prior to the Listing or that were received in connection with the conversion of shares will be paid in cash to the holder following the sale of those fractional shares to the public market by Computershare, the Company’s transfer agent.

Shortly after the Listing date, registered stockholders with shares held at Computershare will receive the cash payment by check to the address on record with Computershare. Stockholders with shares held by their custodian will receive the cash payment from their custodian.

No action is required by stockholders to receive these fractional share cash payments. Queries can be directed to Computershare at (833) 404-4107, Monday through Friday from 8:30 a.m. to 6:00 p.m. Eastern Time.



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Modified Dutch Auction Tender Offer

11.    What is a modified Dutch Auction tender offer and how does it work?

A modified “Dutch Auction” tender offer is an auction structure in which each stockholder may indicate the price (within a range established by the Company) that the stockholder would be willing to sell shares back to Sila. Beginning June 13, 2024, Sila is offering to purchase up to $50 million in value of shares of its outstanding common stock at a price not greater than $24.00 per share nor less than $22.60 per share, subject to the terms and conditions of the offer. The Company will set the purchase price at the lowest price per share (in increments of $0.20) that will allow it to purchase up to $50 million in value of tendered shares. The same price will be paid for all tendered shares accepted for purchase. Stockholders can tender all or a portion of their shares, but if the tender offer is oversubscribed, shares will be accepted on a pro rata basis. The Company anticipates funding the tender offer and all related fees and expenses with cash on the Company’s balance sheet and/or availability under the Company’s revolving credit facility. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on July 19, 2024, unless the tender offer is otherwise extended or withdrawn. For complete tender offer details and instructions please review the tender offer materials that were filed with the SEC on June 13, 2024, and that will also be mailed to each stockholder.

12.    Why did Sila choose to do a modified Dutch Auction tender offer?

We understand that our stockholders may have different desires with respect to the liquidity of their shares. The tender offer is part of our overall goal to enhance stockholder value while addressing the desires of certain stockholders who seek liquidity for all or a portion of their shares. Accordingly, the Company chose to commence a tender offer to provide those stockholders who wish to obtain liquidity in the short term for their shares an option to do so, while at the same time balancing the best interests of the Company and of those stockholders who wish to remain invested in the Company.

We believe the tender offer represents an efficient mechanism to provide our stockholders who desire liquidity with the opportunity to tender shares, while also providing a benefit to those stockholders who do not participate in the tender offer. None of the Company, its board of directors, Computershare in its capacity as Depositary and Paying Agent, Georgeson LLC in its capacity as Information Agent, nor Wells Fargo Securities, LLC in its capacity as Dealer Manager for the tender offer, or any of their respective affiliates has made or is making any recommendation to any stockholder as to whether to tender or refrain from tendering his, her or its shares or as to price or prices at which any stockholder may choose to tender his, her or its shares. The final decision on whether to hold or tender shares and at what price needs to be made by each individual stockholder.

13.    How do I participate in the Dutch Auction?

The tender offer materials, including the Offer to Purchase, the Letter of Transmittal, and other related materials, have been mailed to all stockholders. Copies of these materials are also available for free at the SEC’s website (www.sec.gov). Stockholders are urged to carefully read all of these materials in their entirety. We recommend that you consult your professional financial advisor to determine the status of your account and the best way to tender your shares.


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To tender your shares, stockholders will need to complete the tender offer materials mailed to them and return the completed materials to Computershare by physical mail at the addresses listed on the offer materials, or you may complete the online application through the online portal at https://silarealtytrustdutchauction.computersharecas.com.

If a stockholder’s shares are held through a broker, dealer, commercial bank, trust company or other nominee, you must make a request to your broker, dealer, commercial bank, trust company or other nominee to tender your shares through The Depository Trust Company’s Automated Tender Offer Program.

If you do not wish to sell your shares at this time, no action is required.

14.    What if stockholders tender more than $50 million?

If stockholders tender more than $50 million, the Company will first purchase all shares tendered by odd lot holders (i.e., stockholders who tender all of their shares and owning fewer than 100 shares). The Company will then purchase all other shares properly tendered and not properly withdrawn shares at or below the price that is ultimately determined to be the purchase price, on a pro rata basis with appropriate adjustments, to avoid the purchase of fractional shares. If stockholders tender more than $50 million worth of shares, each stockholder, other than odd lot holders, will be prorated, and only a portion of their shares will be purchased.

15.    How was the price range determined?

The Company determined the price range for the tender offer based on discussions and advice from its financial advisors and the range was approved by the Company’s Board of Directors.

16.    Will I know if my shares have been properly tendered?

To the extent practicable, the Company and Computershare, as the Company’s Depositary and Paying Agent, will attempt to give notice of any defects or irregularities in the tender of shares, provided, however, that none of the Company nor Computershare will be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give such notice.

Dividend Distributions

17.    Does the Company plan to continue paying dividends?

On May 28, 2024, the Company’s Board of Directors approved a distribution for the month ended June 30, 2024 in the amount of $0.1333 per share, payable on July 15, 2024 to holders of record of the Company’s common stock on July 1, 2024. While the Company expects to continue paying regular dividends, all dividend decisions (including amounts and frequency) will be made by the Board of Directors.


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Computershare / Transfer Agent Information

18.    How can I access statements and historical account information?

Stockholders can access account information through the Computershare Investor Center Portal (www.computershare.com/Sila). Financial advisors can access their client information through the Computershare Advisor Portal (www.computershare.com/advisorportal).

Through the Investor Center, stockholders can check balances, manage their mailing address and contact information, receive statements and tax forms electronically, and review distribution/dividend history. For additional Investor Center support, stockholders can email web.queries@computershare.com. For additional Advisor Portal support, advisors can email advisorportalsupport@computershare.com.

To update the financial advisor on record, please complete the Financial Advisor/Financial Institution Account Maintenance Form located at www.computershare.com/Sila.

19.    How do I contact Computershare for help with my Sila account?

Telephone inquiries can be directed to (833) 404-4107. A representative will be available to help Monday through Friday from 8:30 a.m. to 6:00 p.m. Eastern Time. Computershare can answer questions regarding account balances and history, account statements, changing beneficiary designation, requesting tax forms, etc.

Buying and Selling Shares

20.    How do I buy shares?

Shares can be purchased by placing a buy order through a brokerage account.

21.    How do I sell my shares?

From June 13, 2024 through July 19, 2024, stockholders who wish to sell their shares may do so through the modified Dutch Auction tender offer. For more information, refer to “#13. How do I participate in the Dutch Auction?”.

For those stockholders who wish to sell their shares outside of the tender offer or after July 19, 2024, you may do so by following the below instructions.

Most shares that were registered with a custodian were moved to the Depository Trust Company (DTC) to be held by your custodian. Stockholders whose shares are registered with a custodian should contact their custodian for instructions. For accounts held with Computershare, shares can be sold the following ways:
•Login to Computershare’s Investor Center Portal at www.computershare.com/Sila. First time users should click the “Register Now” link and follow the steps for creating a unique user ID. From your portfolio, click on the holdings you wish to sell by going to the “Actions” drop-down menu on the right and click “Sell” and follow the online prompts.
•Call Computershare at (833) 404-4107.

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•Mail the Direct Registration Transaction Request Form to Computershare at the address listed on the form. Sales requests for partnerships, corporations, corporate custodian/IRAs, LLCs, churches/religious orders, or a person acting as a power of attorney for a stockholder must include a Medallion Signature Guarantee.
The size of the trade, and how the shares are owned, will influence which options are available through Computershare. Please note the following:
•Stockholders can enter a trade up to $2,000,000 through the web portal at Computershare. To create an account online, go to www.computershare.com/Sila.
•Stockholders can enter a trade up to $100,000 through Computershare’s automated Interactive Voice Response Center system.
•Stockholders can place trades up to $25,000 over the phone with a call to a Computershare representative at (833) 404-4107.
•Sell requests exceeding these amounts that are held directly with Computershare can only be executed using Computershare’s Direct Registration Transaction Request Form.
•Sell requests for partnerships or corporations held directly with Computershare cannot be made over the phone or online. They can only be executed using the Direct Registration Transaction Request Form.
Investors also have the option of transferring shares to a brokerage account to facilitate transactions. See below, “#22. How do I transfer my shares to my broker or my brokerage account?”.

22.    How do I transfer my shares to my broker or my brokerage account?

Stockholders must reach out to their broker and request the shares be transferred through the Depository Trust Company’s Direct Registration System, otherwise known as a “DRS Transfer”. The broker will need the following information:
•Computershare registration name and account number (found on the statement). Statements can be accessed at www.computershare.com/Sila.
•Most recent account statement showing the number of shares owned
•Computershare’s DRS number (7807)
•Stockholder’s social security number
•Number of whole shares requesting to be moved from the Computershare account to the brokerage account

23.    What impact does the registration name of the shares have on selling the shares?

The legal form of registration (name of the account at Computershare) will guide and limit how a stockholder may sell their shares.
•Example 1: Shares are registered to a custodian. Selling those shares requires the custodians’ instruction/authorization to sell. Effective June 13, 2024, those shares were moved from Computershare to the custodian’s custody. These stockholders will need to contact their custodian to determine timing of the share movement and custodian-specific instructions to sell shares.
•Example 2: Shares registered to a corporation, company or other non-living entity. These shares will require sale requests to be submitted to Computershare in writing, signed by an authorized signer of the entity and accompanied by a Medallion Signature

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Guarantee (MSG). Obtaining the MSG and mailing the form to Computershare takes time, so impacted stockholders should plan accordingly.
•Example 3: Shares registered to an individual. In preparation to sell these shares, the stockholder will need to log into the web portal at www.computershare.com/Sila to check that all online account information is accurate. Individuals can authorize a trade online or via phone, subject to certain limitations. For more information, refer to “#21. How do I sell my shares?”.

24.    Do accounts registered under a trust need to submit a DRS Transfer form or can the stockholder place an online or phone trade with Computershare to sell their shares?

If the trustee is listed as part of the account registration (name of the account with Computershare) and his or her Social Security Number is on file, then the trustee can execute a sale transaction over the phone or through Computershare’s web portal at www.computershare.com/Sila. If the account is registered with a Tax Identification Number, transactions on the web portal will not be allowed. If the trustee is not listed as part of the account registration, then written instruction is required with the following:
•Letter of Instruction signed by at least one trustee with a notary stamp; or
•Letter of Instruction signed by one of the listed trustees in the trust agreement accompanied by a certified copy (with notary stamp or a photocopy with an original certifying letter from an attorney) of the trust excerpt which names the acting trustee(s), name of trust and date of trust. A power of attorney cannot be accepted on behalf of a living trustee. If the listed trustee is not able to sign, then the successor trustee must be the signer.

Cost Basis Information

25.    Where can stockholders’ cost basis information be found?

A transaction history can be accessed by stockholders through the Investor Center Portal (www.computershare.com/Sila) and by financial advisors through the Alternative Investment Portal at (www.computershare.com/advisorportal). To view share transactions, including the original purchase of shares, review the “Transactions” section and adjust the date range to capture the desired information.

You may also direct your tax professional to the Company’s Forms 8937 (including distribution and return of capital information) at https://investors.silarealtytrust.com/resources/tax-forms/default.aspx. Alternatively, you may go to the Company’s website (www.silarealtytrust.com), click on “Investors”, then “Resources”, then “Tax Forms”. Please note that the Company does not provide and is not providing tax advice to stockholders, and stockholders should consult and rely upon their own tax professional for such advice.

Additional web portal assistance for stockholders may be obtained by emailing web.queries@computershare.com, and for financial advisors by emailing advisorportalsupport@computershare.com. If additional assistance is still required, stockholders and advisors may call (833) 404-4107.


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Communication

26.    How is the Company educating prospective buyers of its stock?

Leading up to the Listing, the Company arranged and participated in group and one-on-one meetings with potential new investors and research analysts. During many of these meetings, the Company presented and discussed the presentations posted on the Company’s website. The Company intends to continue its efforts to engage with potential new investors and research analysts going forward.

27.     Where can I get more information on the Company’s business plan and investment strategy?

We invite existing and potential investors to review the latest presentation, which can be found on the Company’s website at www.silarealtytrust.com. Within the “Investors” section, there is a section labeled “News” where the most recent Company presentation can be found. In addition, the Company’s disclosures filed with, or furnished to, the SEC (www.sec.gov) provide information that is likely to be helpful to an investment decision.

28.    How does Sila plan to communicate with stockholders?

The Company will continue using its website (www.silarealtytrust.com) as the primary location to communicate updates about the Company as they are made public. The Company will make available through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC (www.sec.gov). The Company will continue to routinely post to its website important information about its business, operating results, and financial condition, including earnings releases, earnings supplements, press releases, and copies of Company presentations.

The Company will also host quarterly earnings calls.

29. How do you sign up to receive Company updates automatically?

You may visit the link below to sign up for email alerts: https://investors.silarealtytrust.com/resources/investor-email-alerts.

Alternatively, you may go to the Company’s website at www.silarealtytrust.com, click on “Investors”, then “Resources”, then “Email Alerts”. From there you will enter your email address and select the desired alert options.

You will receive a confirmation email which will allow you to automatically receive emails of the Company’s various updates.



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30. How can I contact someone at Sila?

There are several options for general inquiries and account-related service assistance, as follows:
•Investor Relations (for issues not related to Transfer Agent matters):
◦IR@silarealtytrust.com

•Registered Stockholders:
◦Computershare (Sila’s Transfer Agent) can answer any questions you may have about your shares, account statements, changing your beneficiary designation, requesting tax forms, etc.
◦(833) 404-4107 (Monday-Friday 8:30 a.m.-6:00 p.m. Eastern Time)
◦www.computershare.com/Sila

PLEASE NOTE COMPUTERSHARE OFFERS ONLINE SELF-SERVICE OPTIONS TO ACCOMPLISH MANY SERVICE REQUESTS. Specifically, Computershare offers robust, easy-to-use online portals for both investors and for financial advisors, and we encourage you to take advantage of those self-service options.


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in these Frequently Asked Questions, other than historical fact, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided by the same (the “Safe Harbor”). However, for the avoidance of doubt, any forward-looking statements relating to the tender offer are not covered by the Safe Harbor. The forward-looking statements contained herein, including statements relating to the expected benefits of the Listing, the Company’s planned efforts to engage with potential investors and research analysts and the Company’s dividend and stockholder communication policies, 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.

Important Notice

This frequently asked questions sheet is a summary provided for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company. The full details of the modified “Dutch Auction” tender offer, including complete instructions on how to tender shares, are included in the offer to purchase, the letter of transmittal and other related materials, which were filed with the SEC on June 13, 2024. Stockholders are urged to read carefully the offer to purchase, the letter of transmittal and other related materials, including the terms and conditions of the tender offer. The offer to purchase, the letter of transmittal and other related materials are being sent to stockholders and copies of these documents are available for free at the SEC’s website at www.sec.gov. Each stockholder should consult with its tax advisor, broker, dealer, commercial bank, trust company, custodian or other nominee to evaluate the consequences of tendering or selling shares in the tender offer.


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v3.24.1.1.u2
Document and Entity Information
Jun. 13, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 13, 2024
Entity Registrant Name SILA REALTY TRUST, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-42129
Entity Tax Identification Number 46-1854011
Entity Address, Address Line One 1001 Water St.
Entity Address, Address Line Two Suite 800
Entity Address, City or Town Tampa
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33602
City Area Code 813
Local Phone Number 287-0101
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol SILA
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001567925
Sila Realty (PK) (USOTC:SLRTI)
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