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Blue Owl (NYSE: OWL) closes Sila Realty (SILA) cash deal at $30.38 per share

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sila Realty Trust has been acquired by funds managed by Blue Owl Capital and taken private. On July 1, 2026, Sila merged with Sunshine Holding REIT LLC, with the surviving entity renamed Sunshine Realty Holdings LLC.

At the merger’s effective time, each share of Sila common stock was cancelled and converted into the right to receive $30.38 in cash per share, except shares already owned by the buyer group. Restricted stock vested and was cashed out at the same price, and deferred stock units vested and were paid in cash based on the $30.38 consideration plus accrued dividend equivalents. More than 98% of votes at Sila’s June 26, 2026 special meeting approved the merger. Following closing, Sila’s common stock ceased trading, will be delisted from the NYSE, and the company plans to deregister and suspend its SEC reporting obligations. All pre‑merger directors and the principal executive and financial officers departed in connection with the transaction.

Positive

  • All-cash premium payout for shareholders: Common stockholders receive $30.38 per share in cash, which the company states is an approximately 19% premium to the April 17, 2026 closing price before the merger was announced.
  • Strong shareholder support for transaction: At Sila’s June 26, 2026 special meeting, more than 98% of votes were cast in favor of approving the merger agreement, indicating broad investor alignment with the deal.

Negative

  • Loss of public-market liquidity and disclosure: Sila’s common stock ceased trading and will be delisted from the NYSE, and the surviving entity intends to deregister and suspend ongoing SEC reporting obligations.
  • Board and senior leadership turnover: All six pre-merger directors, along with the principal executive and principal financial officers, ceased their roles at the effective time in connection with the change in control.

Insights

Cash take-private delivers a premium but ends SILA’s public listing.

The transaction gives Sila stockholders an all-cash exit at $30.38 per share. The press release states this represents an approximately 19% premium to the April 17, 2026 closing price, which is a favorable outcome versus the pre-deal trading level.

Operationally, the company is now privately held under Blue Owl’s real assets platform, and its NYSE listing and SEC reporting will be terminated via Form 25 and Form 15. Existing public investors receive liquidity at a premium, but no longer participate in future upside from the 137 healthcare properties and three land parcels disclosed as of March 31, 2026.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Per Share Merger Consideration $30.38 per share Cash paid for each share of Sila common stock at closing
Deal premium 19% premium Premium to April 17, 2026 closing share price
Shareholder approval rate More than 98% of votes Votes cast in favor of the merger at June 26, 2026 special meeting
Blue Owl AUM $315 billion Assets under management as of March 31, 2026
Sila properties owned 137 properties Healthcare real estate assets owned as of March 31, 2026
Undeveloped land parcels 3 parcels Additional land holdings as of March 31, 2026
Geographic footprint 65 markets U.S. markets where Sila owned properties as of March 31, 2026
Per Share Merger Consideration financial
"was cancelled, retired and automatically converted into the right to receive an amount in cash equal to $30.38 per share (the “Per Share Merger Consideration”)"
Form 25 regulatory
"requested that the NYSE file with the Securities and Exchange Commission a notification of removal from listing on Form 25 in order to delist"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"The Surviving Entity intends to file with the SEC a certification on Form 15 to cause the Company’s reporting obligations under Sections 13 and 15(d)"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
net lease real estate investment trust financial
"Sila Realty Trust, Inc. (“Sila” or “the Company”), a net lease real estate investment trust with a strategic focus on investing in the growing and resilient healthcare sector"
A net lease real estate investment trust (REIT) is a company that owns and manages properties, such as retail stores, office buildings, or warehouses, which are leased out to tenants under agreements where the tenants pay most or all of the property's expenses, like taxes and maintenance. For investors, it offers a way to earn regular income from real estate investments with less direct involvement, as the lease structure reduces the REIT’s ongoing management costs and risks.
deferred stock units financial
"all deferred stock units with respect to a share of Company Common Stock, whether granted under a Company Equity Incentive Plan"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
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Understanding 8-K Material Events →

FAQ

What did Sila Realty Trust (SILA) shareholders receive in the Blue Owl acquisition?
Sila stockholders receive an all-cash payment of $30.38 per share for each share of common stock. Restricted shares and vested deferred stock units are also cashed out at this per-share price, plus accrued dividend equivalents on applicable deferred stock units.

How large was the premium paid in the Sila Realty Trust (SILA) buyout?
The deal values Sila at $30.38 per share, an approximately 19% premium to the closing share price on April 17, 2026. That date was the last full trading day before the merger was announced, as highlighted in the transaction press release.

What happens to Sila Realty Trust (SILA) stock after the merger closing?
Upon closing, Sila’s common stock ceased trading and will be delisted from the NYSE following a Form 25 filing. The surviving entity also plans to file Form 15 to suspend Sila’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

How were Sila Realty Trust (SILA) restricted stock and deferred stock units treated?
All outstanding restricted stock vested, had restrictions lapse, and was converted into the right to receive $30.38 per share in cash. Unvested deferred stock units vested at target or achieved performance and are paid in cash based on $30.38 per share plus vested dividend equivalents.

Did Sila Realty Trust (SILA) shareholders approve the merger with Blue Owl funds?
Yes. At Sila’s June 26, 2026 special meeting, more than 98% of votes were cast in favor of approving the merger agreement. This strong approval level supported the transaction’s eventual closing on July 1, 2026.

What happens to Sila Realty Trust’s business after the acquisition by Blue Owl?
Sila becomes part of Blue Owl’s Real Assets platform, with its healthcare-focused net lease portfolio operated privately. The press release notes 137 properties and three land parcels across 65 U.S. markets as of March 31, 2026, now under Blue Owl’s management.
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): July 1, 2026

Sila Realty Trust, Inc.
(Sunshine Holding REIT LLC, as successor by merger to Sila Realty Trust, Inc.)
(Exact name of registrant specified in its charter)

Maryland
  
001-42129
  
46-1854011
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(IRS Employer Identification No.)

1001 Water Street
Suite 800
Tampa, Florida 33601
(Address of Principal Executive Offices, Zip Code)

(813) 287-0101
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changes 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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
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 class
  
Trading
Symbol
  
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
  
SILA
  
New 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. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the consummation on July 1, 2026 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 19, 2026, by and among Sila Realty Trust, Inc., a Maryland corporation (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”) (the “Merger Agreement”).

Pursuant to the Merger Agreement, on July 1, 2026, the Company merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger (the “Surviving Entity”). Concurrently with the closing of the Merger, the Surviving Entity changed its name to Sunshine Realty Holdings LLC.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, on July 1, 2026, at the effective time of the Merger (the “Effective Time”), each share of common stock, $0.01 par value per share, of the Company (“Company Common Stock”) issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock owned by any of Parent, Merger Sub or any of their respective wholly owned subsidiaries, which were cancelled and not entitled to receive Per Share Merger Consideration (as defined below)) was cancelled, retired and automatically converted into the right to receive an amount in cash equal to $30.38 per share (the “Per Share Merger Consideration”), upon the terms and subject to the conditions set forth in the Merger Agreement.

As of immediately prior to the Effective Time, all restricted shares of Company Common Stock granted pursuant to an award under the Company Amended and Restated 2014 Restricted Share Plan (as amended and restated effective as of April 2, 2025) (the “Company Equity Incentive Plan”) (the “Company Restricted Stock”) that were issued and outstanding immediately prior to the Effective Time (whether or not then vested) have (A) automatically fully vested and all restrictions on such Company Restricted Stock have lapsed as of immediately prior to the Effective Time and (B) as of the Effective Time were cancelled, retired and automatically converted into the right to receive the Per Share Merger Consideration (subject to any applicable withholding or other taxes, or other amounts required by applicable law to be withheld).

As of immediately prior to the Effective Time, all deferred stock units with respect to a share of Company Common Stock, whether granted under a Company Equity Incentive Plan (including any dividend equivalent units credited with respect thereto) (the “Company Deferred Stock Units”), that were outstanding and unvested immediately prior to the Effective Time, have (A) vested at the greater of (1) the target number of shares of Company Common Stock subject to each such Company Deferred Stock Unit and (2) the number of shares 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) and (B) as of the Effective Time, were cancelled and extinguished. The holder is 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 the Per Share Merger Consideration, multiplied by the total number of vested shares of Company Common Stock subject to such Company Deferred Stock Unit, rounded up to the nearest whole cent. Any accrued and unpaid cash dividend equivalents with respect to outstanding Company Deferred Stock Units that vest in connection with the Merger will also vest and be paid to holders of Company Deferred Stock Units.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE file with the Securities and Exchange Commission (“SEC”) a notification of removal from listing on Form 25 in order to delist the Company Common Stock from the NYSE and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Surviving Entity intends to file with the SEC a certification on Form 15 to cause the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by any of Parent, Merger Sub or any of their respective wholly owned subsidiaries, which were cancelled and not entitled to receive Per Share Merger Consideration) were automatically cancelled and automatically converted into the right to receive Per Share Merger Consideration.

The information provided in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8‑K is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, at the Effective Time, each of the six directors of the Company prior to consummation of the Merger (Michael A. Seton, Jonathan Kuchin, Z. Jamie Behar, Adrienne Kirby, Verett Mims and Roger Pratt) ceased to be directors of the Company. These resignations were in connection with the Merger and not a result of any disagreements between the Company and the resigning directors on any matter relating to the Company’s operations, policies or practices.

In accordance with the terms of the Merger Agreement, as of the Effective Time, Mr. Seton and Kay C. Neely ceased to serve as principal executive officer and principal financial officer, respectively.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure under the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, as of the Effective Time of the Merger, the Company ceased to exist and the Merger Sub continued as the surviving entity.

Item 7.01. Regulation FD Disclosure.

On July 1, 2026, Parent issued a press release announcing the completion of the Merger. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be incorporated by reference into any filing of the registrants, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.
  
Description
     
2.1*
  
Agreement and Plan of Merger, dated as of April 19, 2026, by and among Sila Realty Trust, Inc., Sunshine Holding REIT LLC, and Sunshine Ultimate Parent LLC, (incorporated by reference to Exhibit 2.1 to Sila Realty Trust, Inc.’s Form 8-K filed on April 19, 2026)
     
99.1
  
Press Release, dated July 1, 2026
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Sila Realty Trust, Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

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.

 
SUNSHINE REALTY HOLDINGS LLC
 
(formerly Sila Realty Trust, Inc.)
   
 
By:
 /s/ Michael Reiter
 
Name:
 Michael Reiter
 
Title:
 Chief Operating Officer

Dated: July 1, 2026


Exhibit 99.1

Funds Managed by Blue Owl Capital Complete Acquisition of Sila Realty Trust
 
New York, NY & Tampa, Fla. – July 1, 2026 – Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL), a leading alternative asset manager, today announced that funds managed by Blue Owl have successfully completed the previously announced acquisition of Sila Realty Trust, Inc. (“Sila” or “the Company”), a net lease real estate investment trust with a strategic focus on investing in the growing and resilient healthcare sector.
 
“The acquisition of Sila and its differentiated, scaled portfolio of high-quality healthcare assets with strong tenants and well-structured long-term leases will further expand Blue Owl’s core net lease strategy,” said Marc Zahr, Co-President and Global Head of Real Assets at Blue Owl. “This transaction builds on the firm’s experience investing across the healthcare landscape and represents an opportunity to capitalize on the strong supply and demand fundamentals in the healthcare real estate sector while delivering compelling value for investors and the communities these facilities serve.”
 
At Sila’s Special Meeting of Stockholders held on June 26, 2026, more than 98% of votes were cast in favor of approving the merger agreement. Upon closing of the transaction, Sila’s common stock ceased trading and will be delisted from the New York Stock Exchange, and Sila’s common stockholders received $30.38 per share in cash, representing an approximately 19% premium over the closing share price on April 17, 2026, the last full trading day prior to the transaction announcement.
 
The completion of the transaction marks an important milestone for Blue Owl’s Real Assets platform and reflects the firm’s continued focus on expanding its presence across essential real estate sectors. As part of Blue Owl’s Real Assets platform, the Sila portfolio will benefit from the firm’s institutional scale, investment expertise and long-standing relationships across the real estate market, creating a strong foundation for continued growth and long-term value creation.
 
Advisors
 
BofA Securities served as Sila’s exclusive financial advisor. Hogan Lovells US LLP served as the Company’s legal counsel.
 
Citigroup Global Markets Inc. acted as lead financial advisor to Blue Owl and Truist Securities, Inc. also acted as financial advisor and Newmark Group, Inc. served as real estate advisor. Kirkland & Ellis LLP served as legal advisor to Blue Owl. Dechert LLP served as legal advisor to Citigroup Global Markets Inc. and Truist Securities, Inc.
 
About Blue Owl
 
Blue Owl (NYSE: OWL) is a leading asset manager that is redefining alternatives®. With $315 billion in assets under management as of March 31, 2026, we invest across three multi-strategy platforms: Credit, Real Assets and GP Strategic Capital. Anchored by a strong permanent capital base, we provide 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 over 1,390 experienced professionals globally, Blue Owl brings the vision and discipline to create the exceptional. To learn more, visit www.blueowl.com or LinkedIn: https://www.linkedin.com/company/blue-owl-capital.
 
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.
 
Investor Contact
Ann Dai
Head of Investor Relations
blueowlir@blueowl.com

Miles Callahan, Senior Vice President – Acquisitions, Capital Markets, Research & Credit
833-404-4107
IR@silarealtytrust.com

Media Contact
media@blueowl.com

Source: View Original Filing on SEC EDGAR

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