Blue Owl to acquire Sila Realty (NYSE: SILA) in $2.4B all-cash deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sila Realty Trust has agreed to be acquired in an all-cash merger by affiliates of Blue Owl for $30.38 per share, valuing the company at about $2.4 billion. Each outstanding share of common stock will be converted into this cash amount at closing.
The price represents a 19.0% premium to Sila’s $25.53 closing share price on April 17, 2026 and a 25.6% premium to the 30‑day volume-weighted average price. The board unanimously approved the deal. If completed, Sila’s stock will be delisted from the NYSE and the company will become private. Closing requires shareholder approval and other customary conditions, with an outside date of January 19, 2027.
Positive
- Value realization at premium: Shareholders are offered $30.38 per share in cash, a 19.0% premium to the April 17, 2026 closing price and a 25.6% premium to the 30‑day volume‑weighted average price, representing an immediate and definitive value realization.
- Financing backstopped by equity commitments: Affiliates of the buyer delivered an equity funding letter and limited guarantee to support Parent’s obligations, including the reverse termination fee, reducing financing completion risk relative to many leveraged buyouts.
Negative
- Deal risk and capped upside: The transaction eliminates future stock-price upside if Sila’s healthcare portfolio performs strongly as a private company, while shareholders bear execution risk that conditions (including approval and no material adverse effect) are satisfied before the January 19, 2027 outside date.
Insights
All-cash $2.4B sale at a premium meaningfully changes Sila’s outlook.
Sila Realty Trust agreed to be acquired by affiliates of Blue Owl for $30.38 per share in cash, valuing the company at about $2.4 billion. The board approved the merger unanimously, and each share will be converted into cash at closing, subject to conditions.
The consideration implies a 19.0% premium to the April 17, 2026 closing price of $25.53 and a 25.6% premium to the 30‑day volume‑weighted average price. For existing shareholders, this crystallizes value and ends public-market participation in the portfolio.
The agreement includes customary protections: a company termination fee of $55,746,219 in specified circumstances and a reverse termination fee of $152,035,142 payable by Parent if it fails to close under certain conditions. Closing depends on shareholder approval, absence of injunctions, and no Company or Parent material adverse effect, with an outside date of January 19, 2027.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Per-share merger price: $30.38 per share
Equity value: approximately $2.4 billion
Premium to last close: 19.0%
+5 more
8 metrics
Per-share merger price
$30.38 per share
Cash consideration for each Sila common share at closing
Equity value
approximately $2.4 billion
Total transaction value for Sila in all-cash merger
Premium to last close
19.0%
Premium vs $25.53 closing price on April 17, 2026
Premium to 30-day VWAP
25.6%
Premium vs 30-trading day volume-weighted average price
Company termination fee
$55,746,219
Payable by Sila to Parent in specified termination scenarios
Reverse termination fee
$152,035,142
Payable by Parent to Sila if Parent fails to close in certain cases
Allowed regular dividend rate
$0.40 per share per quarter
Cap on up to two regular dividends during merger pendency
Outside date
January 19, 2027
Latest date before which closing must occur or parties may terminate
Key Terms
Merger Agreement, Per Share Merger Consideration, Acquisition Proposal, Superior Proposal, +2 more
6 terms
Merger Agreement regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Acquisition Proposal regulatory
"not to solicit or enter into an agreement regarding an Acquisition Proposal"
A written offer from one company or investor to buy another company or its assets, outlining price, how the purchase would be funded, and key terms; think of it like a formal offer to buy a house. It matters to investors because the proposal can change share prices, alter ownership, affect future profits or debt levels, and may trigger votes, regulatory reviews, or competing bids that reshape the company’s value and strategy.
Superior Proposal regulatory
"that such Acquisition Proposal constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal"
A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.
reverse termination fee financial
"Parent’s payment obligations with respect to the reverse termination fee"
A reverse termination fee is a cash payment the would-be buyer agrees to pay the target if the buyer fails to close a merger or acquisition for specified reasons, such as losing financing or failing to obtain approvals. Think of it like a breakup fee the buyer agrees to pay as compensation for the seller’s lost time and missed opportunities; investors watch it because it signals deal certainty, potential cash recovery if a deal collapses, and shifts financial risk between the parties.
forward-looking statements regulatory
"may be considered “forward-looking statements” within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): April 19, 2026
(Exact Name of Registrant as Specified in its Charter)
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(Commission File Number)
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(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))
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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On April 19, 2026, Sila Realty Trust, Inc. (the “Company”), Sunshine Ultimate Parent LLC, a Delaware limited liability company (“Parent”), and Sunshine
Holding REIT LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).
On the terms and subject to the conditions of the Merger Agreement, upon the consummation of the Merger (the “Closing”), the Company will merge with and into Merger Sub (the “Merger”) and the separate existence of the Company will
cease and Merger Sub will survive as a wholly owned subsidiary of Parent.
The board of directors of the Company (the “Company Board”) unanimously adopted the Merger Agreement and approved the consummation of the transactions
contemplated thereby, including the Merger. Capitalized terms used but not otherwise defined in Item 1.01 of this Current Report on Form 8-K (the “Report”) have the meanings set forth in the Merger Agreement.
Merger Consideration
Pursuant to the terms and subject to the conditions in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common
stock, $0.01 par value, of the Company (“Company Common Stock”) that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $30.38
(the “Per Share Merger Consideration”), without interest.
During the term of the Merger Agreement, the Company may not pay dividends, except for (A) the declaration and payment by the Company of two regular dividends in
accordance with past practice at a rate not to exceed $0.40 per share per quarter, (B) the declaration and payment of dividends or other distributions by any directly or indirectly wholly owned Company Subsidiary to its parent entity, (C) with
respect to dividends otherwise permitted under the Merger Agreement, the payment and crediting of accrued dividends and dividend equivalent rights with respect to Company Restricted Stock or Company Deferred Stock Units pursuant to the terms of
such equity awards, and (D) payments to its stockholders distributing cash in such amounts determined by the Company, in the reasonable discretion of the Company Board exercised in good faith, on advice of counsel to the Company (in consultation
with the Parent) reasonably necessary for the Company to maintain its status as a REIT under the Code and avoid or reduce the imposition of any entity-level income or excise tax under the Code, and any such dividends referenced by this paragraph
(D) would result in an offsetting decrease to the Per Share Merger Consideration.
If the Merger is consummated, the shares of Company Common Stock will be delisted from the New York Stock Exchange (the “NYSE”) and will subsequently be
deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Treatment of Company Equity Awards
Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Effective Time, all shares of Company Restricted Stock that are issued and
outstanding immediately prior to the Effective Time (whether or not then vested) shall (A) automatically become fully vested and all restrictions with respect thereto shall lapse as of immediately prior to the Effective Time and (B) as of the
Effective Time shall be considered (to the extent that such share of Company Restricted Stock are not otherwise considered to be outstanding) an outstanding share of Company Common Stock for all purposes of the Merger Agreement, including the right
to receive an amount per share of Company Restricted Stock equal to the Per Share Merger Consideration (subject to any applicable withholding or other Taxes, or other amounts required by applicable Law to be withheld).
Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Effective Time, all Company Deferred Stock Units that are outstanding and
unvested immediately prior to the Effective Time, shall (A) vest at the greater of (1) the target number of Company Common Stock subject to each such Company Deferred Stock Unit and (2) the number of Company Common Stock earned based on the actual
achievement of the applicable performance goals as of the Effective Time (or over the first two years of the 2024-2026 performance period with respect to Company Deferred Stock Units granted in 2024 (the “2024 Deferred Stock Units”)) (as
determined by the Company Board in its reasonable discretion) in connection with the Merger and (B) as of the Effective Time, be canceled and extinguished, and the holder thereof shall be entitled to receive (subject
to any applicable withholding or other Taxes, or other amounts required by applicable law to be withheld) an amount in cash equal to the product of (1) the Per Share Merger Consideration, multiplied by (2) the total number of vested shares of
Company Common Stock subject to such Company Deferred Stock Unit as determined in accordance with the immediately preceding clause (A), rounded up to the nearest whole cent.
Representations, Warranties and Covenants
The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct its business in all
material respects in the ordinary course of business, subject to certain exceptions, during the period between the execution of the Merger Agreement and the Closing.
Closing Conditions
The consummation of the Merger is subject to certain customary closing conditions, including, among others, (A) approval of the Merger Agreement by the affirmative
vote of the holders of the Company Common Stock entitled to cast a majority of all of the votes entitled to be cast on the Merger Agreement (the “Required Company Stockholder Approval”), (B) the absence of any temporary restraining order,
preliminary or permanent injunction or other judgement, order or decree issued by any Governmental Authority of competent jurisdiction prohibiting the consummation of the Merger or any other transaction contemplated in the Merger Agreement and the
absence of a law which shall have been enacted, entered, promulgated or enforced by any governmental authority after the date of the Merger Agreement that, in any case, makes illegal the consummation of the Merger, (C) the absence of a Company
Material Adverse Effect and (D) the absence of a Parent Material Adverse Effect. The Merger Agreement requires the Company to convene a stockholder meeting for the purpose of obtaining the Required Company Stockholder Approval. The obligations of
the parties to consummate the Merger are not subject to any financing condition or the receipt of any financing by the Parent Parties.
Prohibitions on Solicitations of Transactions
The Company has agreed not to solicit or enter into an agreement regarding an Acquisition Proposal or inquiry, discussion, offer or request that
constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (each, an “Inquiry”), and, subject to certain exceptions, is not permitted to enter into discussions or negotiations concerning, or provide
non-public information to a third party in connection with, any Acquisition Proposal or Inquiry or knowingly facilitate in any way any effort by any third party in furtherance of any Acquisition Proposal or Inquiry. However, the Company may, prior
to obtaining the Required Company Stockholder Approval, engage in discussions or negotiations and provide non-public information to a third party that has made an unsolicited bona fide written Acquisition Proposal that did not result from a breach
of the non-solicit provisions of the Merger Agreement if the Company Board determines in good faith, after consultation with the Company’s financial and outside legal advisors, that such Acquisition Proposal constitutes a Superior Proposal or could
reasonably be expected to lead to a Superior Proposal.
Prior to obtaining the Required Company Stockholder Approval, the Company Board may, in certain circumstances, effect an Adverse Recommendation Change, subject to
complying in all material respects with specified notice and other conditions set forth in the Merger Agreement.
Termination of the Merger Agreement; Termination Fees
The Merger Agreement contains customary termination rights, including that either the Company or Parent may, subject to specified limitations, terminate the Merger
Agreement if the Closing Date has not occurred on or before January 19, 2027 (the “Outside Date”), if the transactions contemplated by the Merger Agreement are permanently enjoined or otherwise prohibited by an Order that is final and
non-appealable or if the Required Company Stockholder Approval is not received.
The Merger Agreement may be terminated under certain circumstances by the Company after following certain procedures and adhering to certain restrictions, including
prior to obtaining the Required Company Stockholder Approval, in order to enter into a definitive agreement providing for the implementation of a Superior Proposal. In addition, Parent may terminate the Merger Agreement under certain circumstances
and subject to certain restrictions, including if the Company Board effects an Adverse Recommendation Change.
The Merger Agreement provides that, upon termination of the Merger Agreement by the Company or Parent in certain customary circumstances, including (A) (i) the Merger
Agreement is terminated by Parent due to a breach by the Company or by either party due to the failure to obtain the Required Company Stockholder Approval, (ii) at the time of such termination, a competing Acquisition Proposal had been publicly
announced or communicated and not withdrawn, and (iii) within 12 months following such termination, the Company consummates a transaction in respect of an Acquisition Proposal or enters into a definitive agreement for an alternative transaction
that is subsequently consummated, (B) termination by Parent following a Company Adverse Recommendation Change, and (C) termination by the Company in order to enter into an Alternative Acquisition Agreement for a Superior Proposal in accordance
with, and subject to compliance in all material respects with the non-solicit provisions set forth in the Merger Agreement, a fee of $55,746,219 will be payable by the Company to Parent.
The Merger Agreement also provides that, in certain customary circumstances, including (A) termination by the Company due to a breach by Parent or failure to
consummate the closing at a time when the closing conditions were satisfied or (B) termination by either party due to the expiration of the Outside Date at a time when the Company was entitled to terminate due to Parent’s breach or failure to
consummate the closing at a time when the conditions were satisfied, Parent would be required to pay the Company a termination fee of $152,035,142.
Equity Commitment Letter and Limited Guarantee
Also on April 19, 2026, in connection with the execution of the Merger Agreement, certain affiliates of Parent (each, a “Guarantor” and, together, the “Guarantors”)
delivered (A) to the Company, an Equity Funding Letter, by and between Guarantors and Parent, pursuant to which Guarantors will contribute to Parent, subject to the terms and conditions thereof, equity financing sufficient to consummate the
transactions and (B) to the Company, a Limited Guarantee in favor of the Company to guarantee, subject to the terms and limitations contained therein, Parent’s payment obligations with respect to the reverse termination fee, damages payable to the
Company by Parent not to exceed the amount of the reverse termination fee and certain expenses under the Merger Agreement.
Important Statement Regarding the Merger Agreement
The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the copy of the
Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to provide stockholders with information regarding its terms. It is not intended to provide any
other factual or financial information about the Company, Parent or any of their respective affiliates or businesses. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for the purposes of
such Merger Agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties have been qualified by
confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Stockholders should not rely on the representations, warranties, covenants and agreements contained in the Merger Agreement or any descriptions thereof as characterizations of the actual state
of facts or condition of the Company, Parent and Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the
Company, Parent and Merger Sub and their respective affiliates and the transactions contemplated by the Merger Agreement that will be contained in or attached as an annex to the proxy statement that the Company intends to file in connection with
the transactions contemplated by the Merger Agreement, as well as in the other filings that the Company has filed or may file with the U.S. Securities and Exchange Commission (the “SEC”).
| Item 7.01 |
Regulation FD Disclosure.
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On April 20, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is hereby furnished as Exhibit 99.1
to this Report.
The information contained in this Item 7.01 and in Exhibit 99.1 of this Report shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company intends to file with the SEC a proxy statement on Schedule 14A. Promptly after filing its definitive proxy
statement with the SEC (if and when it becomes available), the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. This Report is not a
substitute for the proxy statement or any other document which the Company may file with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proposals for consideration by the
Company’s stockholders regarding the proposed transaction will be made solely through the proxy statement. The definitive proxy statement, the preliminary proxy statement and any other documents filed by the Company with the SEC (when available)
may be obtained free of charge at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://investors.silarealtytrust.com or by contacting the Company’s Investor Relations by email at
IR@silarealtytrust.com.
Participants in the Solicitation
This Report does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company and certain of its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Information about the Company’s directors and executive officers and their
ownership of the Company’s securities is set forth in the Company’s definitive proxy statement on Schedule 14A for its 2025 annual meeting of stockholders, filed with the SEC on April 4, 2025, and subsequent documents filed with the SEC. Additional
information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the definitive proxy
statement and other materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained herein, other than historical fact, regarding the proposed transaction, including any statements regarding the expected timetable for
completing the proposed transaction and benefits of the proposed transaction, and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that
are not historical, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provided by the same. 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 “may,” “will,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” "seek," "endeavor," 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. Some of
the factors that may affect outcomes and results include, but are not limited to: (i) risks associated with the Company’s ability to obtain the stockholder approval required to consummate the proposed transaction and the timing of the closing of
the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction would not occur, (ii) the outcome of any legal proceedings that
may be instituted against the parties and others related to the merger agreement and the costs related to such proceedings, (iii) the risk that stockholder litigation or other proceedings in connection with the proposed transaction may affect the
timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability, (iv) unanticipated difficulties or expenditures relating to the proposed transaction, the response of the Company’s tenants
and business partners to the announcement of the proposed transaction, potential difficulties with the Company’s ability to retain and hire key personnel and maintain its business relationships, including those with tenants and other third parties,
as a result of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction, (v) changes affecting the real estate industry and changes in market and economic
conditions, including tariffs, geopolitical tensions and elevated inflation and interest rates that may adversely impact the Company or its tenants, (vi) fluctuations in interest rates and the costs and availability of financing, (vii) the
occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, (viii) the ability to recognize the anticipated benefits of the proposed transaction and (ix) the risk that the
Company’s stock price may decline significantly if the proposed transaction is not consummated. Additional factors include those described under the section entitled Item 1A. “Risk Factors” of Part I of the Company’s 2025 Annual Report on Form
10-K, as filed with the SEC on February 25, 2026, a copy of which is 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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2.1*
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Agreement and Plan of Merger, dated as of April 19, 2026, by and among Sila Realty Trust,
Inc., Sunshine Ultimate Parent LLC and Sunshine Holding REIT LLC.
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99.1
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Press Release issued on April 20, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish
supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.
SIGNATURES
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.
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Sila Realty Trust, Inc.
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Date:
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April 20, 2026
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By:
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/s/ Kay C. Neely |
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Kay C. Neely
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Chief Financial Officer
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Exhibit 99.1
Sila Realty Trust to be Acquired by Affiliates of Blue Owl for $2.4 Billion
TAMPA and New York, April 20, 2026 – Sila Realty Trust, Inc. (NYSE: SILA) (“Sila”, the “Company”) and certain
affiliates of Blue Owl Capital Inc. (NYSE: OWL) (“Blue Owl”) today announced that Sila has entered into a definitive merger agreement pursuant to which certain affiliates of Blue Owl Real Estate Capital LLC will acquire all outstanding shares of
common stock of Sila Realty Trust, Inc. for $30.38 per share in an all-cash transaction valued at approximately $2.4 billion.
The purchase price represents a 19.0% premium to Sila’s closing stock price of $25.53 on April 17, 2026, the last full trading day prior to the transaction announcement
and a 25.6% premium to the 30-trading day volume-weighted average price.
“I am extremely proud of the company that we have built at Sila Realty Trust,” stated Michael A. Seton, President and Chief Executive Officer of the Company. “Our success
in curating a portfolio of high-quality net lease healthcare properties is a testament to the vision, skill, dedication, and culture to which all my colleagues have contributed. Sila’s management team’s unwavering commitment to put our shareholders
as our top priority is evidenced by the undertaking of a strategic process and execution of this transaction with Blue Owl managed funds, the leading global investor in net lease assets and sale-leasebacks. The consummation of this transaction will
provide significant and immediate realized benefit to our shareholders. I am grateful for the unwavering support of my colleagues and their collective commitment to putting our shareholders first.”
“We are extremely excited to acquire one of the best‑in‑class
healthcare net lease portfolios in the market,” said Marc Zahr, Co-President and Global Head of Real Assets at Blue Owl. “Michael and the Sila team have curated a highly diversified collection of critically important healthcare assets across the
continuum of care, underpinned by strong tenant fundamentals, long‑term triple‑net leases, and robust rent coverage. This transaction provides
us with a compelling opportunity to acquire a scaled portfolio with durable cash flows and attractive long‑term growth characteristics, while further expanding Blue Owl managed funds’ exposure to
an asset class and sector we view as both resilient and essential given its critical role in both society and the economy.”
Transaction Details
The transaction, which has been unanimously approved by Sila’s Board of Directors, is expected to close in the second or third quarter of 2026, subject to approval by
Sila’s shareholders and other customary closing conditions. During the pendency of the transaction, Sila intends, and is permitted to under the merger agreement, to pay up to two regular quarterly dividends. Subject to and upon completion of the
transaction, Sila will become a private company, and shares of Sila’s common stock will be de-registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will no longer trade on the New York Stock Exchange.
Sila First Quarter 2026 Results
As a result of today’s announcement, Sila does not expect to host a conference call and webcast to discuss its financial results for the quarter ended March 31, 2026.
Sila intends to file a Form 10-Q for the quarter ended March 31, 2026 within applicable U.S. Securities and Exchange Commission (“SEC”) deadlines.
Advisors
BofA Securities is serving as Sila’s exclusive financial advisor. Hogan Lovells US LLP is serving as the Company’s legal counsel.
Citigroup Global Markets Inc. is acting as lead financial advisor to Blue Owl with Truist Securities, Inc. also acting as financial advisor and Newmark Group, Inc.
serving as real estate advisor. Kirkland & Ellis LLP is serving as legal advisor to Blue Owl. Dechert LLP is serving as legal advisor to Citigroup Global Markets Inc. and Truist Securities, Inc.
About Sila Realty Trust, Inc.
Sila Realty Trust, Inc., headquartered in Tampa, Florida, is a net lease real
estate investment trust with a strategic focus on investing in the growing and resilient healthcare sector. The Company invests in high quality healthcare facilities along the continuum of care in the pursuit of generating predictable, durable,
and growing income streams. Sila’s 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, 2026, the Company owned 137
real estate properties and three undeveloped land parcels, located in 65 markets across the United States. For more information, please visit the Company’s website at www.silarealtytrust.com.
About Blue Owl Capital Inc.
Blue Owl (NYSE: OWL) is a leading asset manager that is redefining alternatives®.
With over $307 billion in assets under management as of December 31, 2025, we invest across three multi-strategy platforms: Credit, Real Assets, and GP Strategic Capital. Anchored by a strong permanent capital base, Blue Owl provides businesses
with private capital solutions to drive long-term growth and offer institutional investors, individual investors, and insurance companies differentiated alternative investment opportunities that aim to deliver strong performance, risk-adjusted
returns, and capital preservation. Together with approximately 1,365 experienced professionals globally, Blue Owl brings the vision and discipline to create the exceptional. To learn more, visit www.blueowl.com.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company intends to file with the SEC a proxy statement on
Schedule 14A. Promptly after filing its definitive proxy statement with the SEC (if and when it becomes available), the Company will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting
relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document which the Company may file with the SEC. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The proposals for consideration by the Company’s shareholders regarding the transaction will be made solely through the proxy statement. The definitive proxy statement, the preliminary proxy statement and any other documents
filed by the Company with the SEC (when available) may be obtained free of charge at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at www.silarealtytrust.com or by contacting the Company’s Investor Relations by email at IR@silarealtytrust.com
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer
to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended (the “Securities Act”), and otherwise in accordance with applicable law.
Participants in the Solicitation
The Company and its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with
respect to the proposed transaction. Information about the Company’s directors and executive officers and their ownership of the Company’s securities is set forth in the Company’s proxy statement on Schedule 14A for its 2025 annual meeting of
shareholders, filed with the SEC on April 4, 2025, and subsequent documents filed with the SEC.
Additional information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed
transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of these documents may be
obtained as described in the preceding paragraph.
Forward-Looking Statements
Certain statements contained herein, other than historical fact, regarding the proposed transaction, including any statements regarding the expected timetable for
completing the proposed transaction and benefits of the proposed transaction, and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that
are not historical, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act, as amended, and are intended to be covered by the safe harbor provided by the
same. 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 “may,” “will,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” "seek," "endeavor," 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. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks associated with the Company’s ability to obtain the shareholder approval required to consummate the proposed transaction and the timing of
the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction would not occur, (ii) the outcome of any legal
proceedings that may be instituted against the parties and others related to the merger agreement and the costs related to such proceedings, (iii) the risk that shareholder litigation or other proceedings in connection with the proposed transaction
may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability, (iv) unanticipated difficulties or expenditures relating to the proposed transaction, the response of the
Company’s tenants and business partners to the announcement of the proposed transaction, potential difficulties with the Company’s ability to retain and hire key personnel and maintain its business relationships, including those with tenants and
other third parties as a result of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction, (v) changes affecting the real estate industry and changes in
market and economic conditions, including tariffs, geopolitical tensions and elevated inflation and interest rates that may adversely impact the Company or its tenants, (vi) fluctuations in interest rates and the costs and availability of
financing, (vii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (viii) the ability to recognize the anticipated benefits of the transaction and (ix) the risk
that the Company’s stock price may decline significantly if the transaction is not consummated. Additional factors include those described under the section entitled Item 1A. “Risk Factors” of Part I of the Company’s 2025 Annual Report on Form
10-K, as filed with the SEC on February 25, 2026, a copy of which is 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 Contacts:
Sila
Miles Callahan, Senior Vice President of Acquisitions, Capital Markets and Research and Credit
833-404-4107
IR@silarealtytrust.com
Media Contact (Blue Owl)
media@blueowl.com
FAQ
What happens to Sila Realty Trust (SILA) stock after the Blue Owl transaction closes?
Upon closing, all Sila shares will be converted into the $30.38 cash consideration and the stock will be delisted from the NYSE. Sila will become a private company and its shares will be deregistered under the Exchange Act.
What conditions must be met for the Sila Realty Trust (SILA) merger to close?
Closing requires approval by Sila shareholders, absence of prohibitive court orders or new laws, and no Company or Parent material adverse effect. There is an outside date of January 19, 2027 for completing the merger under the agreement.
Are there termination fees in the Sila Realty Trust (SILA) merger agreement?
Yes. In specified circumstances, Sila may owe Parent a $55,746,219 termination fee. In other situations where Parent fails to close as required, Parent must pay Sila a $152,035,142 reverse termination fee under the merger agreement.
Can Sila Realty Trust (SILA) pay dividends before the merger closes?
The agreement allows Sila to pay up to two regular quarterly dividends in line with past practice at a rate not exceeding $0.40 per share per quarter, plus certain additional distributions necessary to maintain REIT status, with adjustments to the merger consideration for some payments.