UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 18, 2024, STORE Capital LLC, a Delaware limited liability company (the “Company”), completed the issuance of $450,000,000 aggregate principal amount of STORE Master Funding Net-Lease Mortgage Notes, Series 2024-1 (the “Notes”) by STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC, STORE Master Funding XXII, LLC and STORE Master Funding XXIV, LLC (together, the “Issuers”). Each of the Issuers is a Delaware limited liability company and a wholly owned, special purpose, bankruptcy-remote, indirect subsidiary of the Company.
The Notes were issued to qualified institutional investors pursuant to a Note Purchase Agreement, entered into on April 5, 2024 (the “Note Purchase Agreement”), among the Company and the Issuers, and ATLAS SP Securities, a division of Apollo Global Securities, LLC, Citigroup Global Markets Inc., BofA Securities, Inc., Truist Securities, Inc., Capital One Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Scotia Capital (USA) Inc (together, the “Initial Purchasers”). Pursuant to the Note Purchase Agreement, the Issuers sold the Notes to the Initial Purchasers in reliance on certain exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and upon certain representations and warranties made by the Initial Purchasers in the Note Purchase Agreement. The Note Purchase Agreement also contained customary representations, warranties and agreements by the Company and the Issuers.
The Notes
The Notes were issued in four classes: (i) Class A-1 (AAA), (ii) Class A-2 (AAA), (iii) Class A-3 (AA) and (iv) Class A-4 (AA), with such classes bearing the following initial principal balances, annual interest rates, anticipated repayment dates and the ratings assigned by S&P Global Ratings, respectively:
| Class |
Initial Principal Balance |
Note Rate |
Anticipated Repayment Date |
Rating (S&P) | ||||
| A-1 (AAA) |
$74,400,000 | 5.69% | April 2029 | AAA(sf) | ||||
| A-2 (AAA) |
$260,600,000 | 5.70% | April 2031 | AAA(sf) | ||||
| A-3 (AA) |
$25,600,000 | 5.93% | April 2029 | AA(sf) | ||||
| A-4 (AA) |
$89,400,000 | 5.94% | April 2031 | AA(sf) |
The weighted average coupon rate of the Notes was 5.76%. The Company and the Issuers used the net proceeds from the sale of the Notes to repay certain indebtedness, including to redeem the outstanding principal balance of the Series 2018-1 Class A-1 and Class A-3 notes, to pay fees and expenses related to the issuance, and fund other general corporate purposes.
The Notes have not been and will not be registered under the Securities Act and may not be offered and sold absent registration or an applicable exemption from registration.
Indenture and Indenture Supplement
The Notes were issued pursuant to the Tenth Amended and Restated Master Indenture, dated as of April 18, 2024 (the “Indenture”), among the Issuers and Citibank, N.A. (the “Indenture Trustee”) and are governed by the Series 2024-1 Supplement to the Indenture entered into by the Issuers and the Indenture Trustee on April 18, 2024 (the “Indenture Supplement”). From time to time and subject to certain conditions, the Issuers and/or any special purpose, bankruptcy-remote affiliate of the Issuers (each, a “Co-Issuer”) may issue additional series of notes pursuant to the Indenture and any applicable series supplement thereto. The Notes and any additional series of notes will be payable solely from and secured by a security interest in the assets of the Issuers and any Co-Issuer.
Under the Indenture, the Notes are subject to events of default that generally are customary in nature for rated net-lease mortgage securitizations of this type, including (a) the non-payment of interest or principal, (b) material violations of covenants, (c) material breaches of representations and warranties and (d) certain bankruptcy events. The Notes are subject to early amortization events that generally are customary in nature for rated net-lease mortgage securitizations of this type, including (i) the average cash flow coverage ratio falling below certain levels, (ii) the occurrence of an event of default and (iii) the failure by the Issuers to repay any class of notes in full prior to the anticipated repayment date for such class of notes. The occurrence of an early amortization event or an event of default could result in the early amortization of the Notes and the occurrence of an event of default could, in certain instances, result in the liquidation of the collateral securing the Notes.
Property Management and Servicing Agreement
In connection with the issuance of the Notes, the Company also entered into the Ninth Amended and Restated Property Management and Servicing Agreement, dated as of April 18, 2024 (the “Property Management Agreement”), among the Issuers, the Company, KeyBank National Association (“KeyBank”) and the Indenture Trustee. Under the Property Management Agreement, the Company serves as the property manager and special servicer and is responsible for servicing and administering the assets securing the Notes. KeyBank acts as the back-up manager and sub-manager and, among other things, is responsible for collecting and remitting monthly lease and mortgage payments and other amounts to the Indenture Trustee on behalf of the Company.
The Issuers are subject to certain restrictive covenants under the Property Management Agreement and the Indenture including with respect to the types of business they may conduct and other customary covenants for a bankruptcy-remote special purpose entity.
The foregoing description in this Item 1.01 is only a summary of certain provisions of the transaction described above and is qualified in its entirety by the terms of the Indenture, the Indenture Supplement and the Property Management Agreement, which are attached to this Report as Exhibits 4.1, 4.2 and 10.1, respectively, and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03 as if fully set forth herein.
| Item 7.01 | Regulation FD Disclosure. |
On April 24, 2024, the Company issued a press release announcing the Company’s offering of the Notes. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and 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, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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.
| STORE Capital LLC | ||||||
| Dated: April 24, 2024 | ||||||
| By: | /s/ Chad A. Freed | |||||
| Chad A. Freed | ||||||
| Executive Vice President – General Counsel | ||||||