Oak Street Net Lease Trust
07/08/2026 | Press release | Distributed by Public on 07/08/2026 14:36
Material Agreement, Asset Transaction (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 1, 2026, Blue Owl NLT Operating Partnership LP, a Delaware limited partnership (the "Operating Partnership") and subsidiary of Blue Owl Real Estate Net Lease Trust, a Maryland statutory trust (the "Trust"), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of April 19, 2026 (the "Merger Agreement"), by and among Sunshine Ultimate Parent LLC, a Delaware limited liability company and wholly owned subsidiary of the Operating Partnership ("Parent"), Sunshine Holding REIT LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), and Sila Realty Trust, Inc., a Maryland corporation ("Sila").
Pursuant to the Merger Agreement, at the Closing (as defined in the Merger Agreement), Sila merged with and into Merger Sub (the "Merger"), with Merger Sub surviving the Merger as the surviving entity (the "Surviving Entity"). As a result of the Merger, Parent became the sole member of the Surviving Entity, and the Surviving Entity became an indirect subsidiary of the Operating Partnership.
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, $0.01 par value per share, of Sila ("Sila Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Sila 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 the Per Share Merger Consideration (as defined below)) was cancelled, retired and automatically converted into the right to receive $30.38 per share in cash (the "Per Share Merger Consideration"), without interest and subject to any required withholding and the adjustment provisions of the Merger Agreement. Based on the number of shares of Sila Common Stock outstanding immediately prior to the Effective Time, the aggregate Merger Consideration (as defined in the Merger Agreement) was approximately $2.4 billion. At the Effective Time, each outstanding unit of limited liability company interests of Merger Sub remained outstanding as limited liability company interests of the Surviving Entity and remained owned by Parent. As a result of the Merger, the separate existence of Sila ceased, and the Surviving Entity succeeded to all of Sila's properties, rights, privileges, powers, franchises, claims, obligations, liabilities, debts and duties.
In addition, at the Effective Time, each share of Sila Restricted Stock and each Sila Deferred Stock Unit (as such terms are defined in the Merger Agreement) outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive cash consideration based on the Per Share Merger Consideration, in each case subject to the terms and conditions of the Merger Agreement.
Certain affiliates of the Trust (the "Equity Investors") committed to fund up to $2.5 billion in equity financing to Parent pursuant to an equity commitment letter (the "Equity Funding Letter") as a source of funding for the aggregate Merger Consideration, subject to the terms and conditions set forth therein. The Equity Investors' obligations to fund under the Equity Funding Letter terminated when Parent paid the aggregate Merger Consideration at Closing. The Merger Agreement also contemplated that Parent may obtain debt financing and/or a change-of-control amendment with respect to Sila's existing credit facilities, but receipt or availability of any such financing was not a condition to Parent's obligations to consummate the Merger.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is included as Exhibit 2.1 and incorporated herein by reference.
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