0001193125-13-060537.txt : 20130214 0001193125-13-060537.hdr.sgml : 20130214 20130214165301 ACCESSION NUMBER: 0001193125-13-060537 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: GRANITE BAY ADVISORS GP, LLC GROUP MEMBERS: GRANITE BAY ADVISORS, L.P. GROUP MEMBERS: JAMES D. DONDERO GROUP MEMBERS: NEXPOINT ADVISORS GP, LLC GROUP MEMBERS: NEXPOINT ADVISORS, L.P. GROUP MEMBERS: NEXPOINT CREDIT STRATEGIES FUND GROUP MEMBERS: PYXIS CAPITAL, L.P. GROUP MEMBERS: PYXIS FLOATING RATE OPPORTUNITIES FUND GROUP MEMBERS: STRAND ADVISORS XVI, INC. GROUP MEMBERS: STRAND ADVISORS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPIRIT REALTY CAPITAL, INC. CENTRAL INDEX KEY: 0001277406 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 200175773 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80245 FILM NUMBER: 13615354 BUSINESS ADDRESS: STREET 1: 16767 NORTH PERIMETER DRIVE STREET 2: SUITE 210 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4806060820 MAIL ADDRESS: STREET 1: 16767 NORTH PERIMETER DRIVE STREET 2: SUITE 210 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: SPIRIT FINANCE CORP DATE OF NAME CHANGE: 20040123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001167365 IRS NUMBER: 752716725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9726284100 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 SC 13G 1 d486930dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)

AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

Spirit Realty Capital, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

84860F109

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 


CUSIP No. 84860F109      13G       Page 2 of 19

 

  1   

NAME OF REPORTING PERSONS

 

Granite Bay Advisors, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

110,200**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

110,200**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

110,200**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%**

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

2


CUSIP No. 84860F109      13G       Page 3 of 19

 

  1   

NAME OF REPORTING PERSONS

 

Granite Bay Advisors GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

110,200**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

110,200**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

110,200**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%**

12  

TYPE OF REPORTING PERSON*

 

HC, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

3


CUSIP No. 84860F109      13G       Page 4 of 19

 

  1   

NAME OF REPORTING PERSONS

 

NexPoint Credit Strategies Fund

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

260,625**

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

260,625**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

260,625**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3%**

12  

TYPE OF REPORTING PERSON*

 

IV, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

4


CUSIP No. 84860F109      13G       Page 5 of 19

 

  1   

NAME OF REPORTING PERSONS

 

NexPoint Advisors, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

260,625**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

260,625**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

260,625**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3%**

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

5


CUSIP No. 84860F109      13G       Page 6 of 19

 

  1   

NAME OF REPORTING PERSONS

 

NexPoint Advisors GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

260,625**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

260,625**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

260,625**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3%**

12  

TYPE OF REPORTING PERSON*

 

HC, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

6


CUSIP No. 84860F109      13G       Page 7 of 19

 

  1   

NAME OF REPORTING PERSONS

 

Pyxis Floating Rate Opportunities Fund

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

578,225**

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

578,225**

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

578,225**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.7%**

12  

TYPE OF REPORTING PERSON*

 

IV, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

7


CUSIP No. 84860F109      13G       Page 8 of 19

 

  1   

NAME OF REPORTING PERSONS

 

Pyxis Capital, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

578,225**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

578,225**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

578,225**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.7%**

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

8


CUSIP No. 84860F109      13G       Page 9 of 19

 

  1   

NAME OF REPORTING PERSONS

 

Strand Advisors XVI, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

578,225**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

578,225**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

578,225**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.7%**

12  

TYPE OF REPORTING PERSON*

 

HC, CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

9


CUSIP No. 84860F109      13G       Page 10 of 19

 

  1   

NAME OF REPORTING PERSONS

 

Highland Capital Management, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

3,436,534**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

3,436,534**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,436,534**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.1%**

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

10


CUSIP No. 84860F109      13G       Page 11 of 19

 

  1   

NAME OF REPORTING PERSONS

 

Strand Advisors, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

3,436,534**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

3,436,534**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,436,534**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.1%**

12  

TYPE OF REPORTING PERSON*

 

HC, CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

11


CUSIP No. 84860F109      13G       Page 12 of 19

 

  1   

NAME OF REPORTING PERSONS

 

James D. Dondero

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,385,584**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,385,584**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,385,584**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2%**

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

12


SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Granite Bay Advisors, L.P., a Delaware limited partnership (“Granite Bay”), Granite Bay Advisors GP, LLC, a Delaware limited liability company (“Granite Bay GP”), NexPoint Credit Strategies Fund, a Delaware statutory trust (the “Credit Fund”), NexPoint Advisors, L.P., a Delaware limited partnership (“NexPoint”), NexPoint Advisors GP, LLC, a Delaware limited liability company (“NexPoint GP”), Pyxis Floating Rate Opportunities Fund, a series of Pyxis Funds I, a Delaware statutory trust (the “Floating Rate Fund”), Pyxis Capital, L.P., a Delaware limited partnership (“Pyxis”), Strand XVI, Inc., a Delaware corporation (“Strand XVI”), Highland Capital Management, L.P., a Delaware limited partnership (“Highland Capital”), Strand Advisors, Inc., a Delaware corporation (“Strand”), and James D. Dondero (collectively, the “Reporting Persons”).

Mark Okada is the President of Granite Bay GP, Brad Ross is the President of Strand XVI and James D. Dondero is the President of NexPoint GP and Strand. Granite Bay GP is the general partner of Granite Bay. Granite Bay serves as the investment advisor to certain private funds (the “Granite Bay Funds”). NexPoint GP is the general partner of NexPoint. NexPoint serves as the investment advisor to the Credit Fund. Strand XVI is the general partner of Pyxis. Pyxis is the investment advisor to the Floating Rate Fund. Strand is the general partner of Highland Capital. Highland Capital serves as the advisor to certain private funds and managed accounts (the “Private Funds” and collectively with the Granite Bay Funds, the Credit Fund and the Floating Rate Fund, the “Funds”). This Schedule 13G relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Spirit Realty Capital, Inc., a Maryland corporation (the “Issuer”), held by the Funds.

 

Item 1(a) Name of Issuer.

Spirit Realty Capital, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

16767 North Perimeter Drive

Suite 210

Scottsdale, Arizona 85260

 

Item 2(a) Name of Person Filing.

(1) Granite Bay Advisors, L.P.

(2) Granite Bay Advisors GP, LLC

(3) NexPoint Credit Strategies Fund

(4) NexPoint Advisors, L.P.

(5) NexPoint Advisors GP, LLC

(6) Pyxis Floating Rate Opportunities Fund

(7) Pyxis Capital, L.P.

(8) Strand XVI, Inc.

(9) Highland Capital Management, L.P.

(10) Strand Advisors, Inc.

(11) James D. Dondero

 

13


Item 2(b) Address of Principal Business Office, or, if none, Residence.

For all Filers:

300 Crescent Court, Suite 700

Dallas, Texas 75201

 

Item 2(c) Citizenship or Place of Organization.

(1) Granite Bay Advisors, L.P. is a Delaware limited partnership

(2) Granite Bay Advisors GP, LLC is a Delaware limited liability company

(3) NexPoint Credit Strategies Fund is a Delaware statutory trust

(4) NexPoint Advisors, L.P. is a Delaware limited partnership

(5) NexPoint Advisors GP, LLC is a Delaware limited liability company

(6) Pyxis Floating Rate Opportunities Fund is a series of a Delaware statutory trust

(7) Pyxis Capital, L.P. is a Delaware limited partnership

(8) Strand XVI, Inc. is a Delaware corporation

(9) Highland Capital Management, L.P. is a Delaware limited partnership

(10) Strand Advisors, Inc. is a Delaware corporation

(11) James D. Dondero is a United States citizen

 

Item 2(d) Title of Class of Securities.

Common Stock, par value $0.01 per share.

 

Item 2(e) CUSIP Number.

84860F109

 

Item 3 Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)     ¨      Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)     ¨      Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)     ¨      Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)     x      Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)     x      An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

 

14


(f)     ¨      An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)     x      A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)     ¨      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)     ¨      A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)     ¨      Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4 Ownership.

 

  (a) Granite Bay, as the investment advisor to the Granite Bay Funds, and Granite Bay GP, as the general partner of Granite Bay, may be deemed the beneficial owner of the 110,200 shares of Common Stock held by the Granite Bay Funds.

The Credit Fund is the beneficial owner of 260,625 shares of Common Stock that it holds directly. NexPoint, as the investment advisor to the Credit Fund, and NexPoint GP, as the general partner of NexPoint, may be deemed the beneficial owners of the 260,625 shares of Common Stock held by the Credit Fund.

The Floating Rate Fund is the beneficial owner of 578,225 shares of Common Stock that it holds directly. Pyxis, as the investment advisor to the Floating Rate Fund, and Pyxis GP, as the general partner of Pyxis, may be deemed the beneficial owners of the 578,225 shares of Common Stock held by the Floating Rate Fund.

Highland Capital, as the investment advisor to the Private Funds, and Strand, as the general partner of Highland Capital, may be deemed the beneficial owners of the 3,436,534 Common Shares held by the Private Funds.

Mr. Dondero may be deemed the beneficial owner of the 4,385,584 Common Shares held by the Funds.

 

  (b) Granite Bay and Granite Bay GP may be deemed the beneficial owners of 0.1% of the outstanding shares of Common Stock held by the Granite Bay Funds.

The Credit Fund, NexPoint and NexPoint GP may be deemed the beneficial owners of 0.3% of the outstanding shares of Common Stock held by the Credit Fund.

 

15


The Floating Rate Fund, Pyxis and Pyxis GP may be deemed the beneficial owners of 0.7% of the outstanding shares of Common Stock held by the Floating Rate Fund.

Highland Capital and Strand may be deemed the beneficial owners of 4.1% of the outstanding shares of Common Stock held by the Private Funds.

Mr. Dondero may be deemed the beneficial owner of 5.2% of the outstanding shares of Common Stock held by the Funds.

The above percentages were determined by dividing the number of shares of Common Stock held by each of the Reporting Persons, respectively, by 84,851,515, which is the number of Common Shares outstanding as of November 6, 2012 according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012.

 

  (c) Granite Bay and Granite Bay GP have the shared power to vote and dispose of the 110,200 shares of Common Stock held by the Granite Bay Funds.

The Credit Fund has the sole power to vote and dispose of the 260,625 shares of Common Stock that it holds directly. NexPoint and NexPoint GP have the shared power to vote and dispose of the 260,625 shares of Common Stock held by the Credit Fund.

The Floating Rate Fund has the sole power to vote and dispose of the 578,225 shares of Common Stock that it holds directly. Pyxis and Pyxis GP have the shared power to vote and dispose of the 578,225 shares of Common Stock held by the Credit Fund.

Highland Capital and Strand have the shared power to vote and dispose of the 3,436,534 shares of Common Stock held by the Private Funds.

Mr. Dondero has the shared power to vote and dispose of the 4,385,584 shares of Common Stock held by the Funds.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

As discussed above, Highland Capital may be deemed the beneficial owner of shares of Common Stock held by certain managed accounts that are not Reporting Persons for purposes of this Schedule 13G.

 

16


Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits Exhibit 99-1

Joint Filing Agreement, dated February 13, 2013, by and among Granite Bay Advisors, L.P., Granite Bay Advisors GP, LLC, NexPoint Credit Strategies Fund, NexPoint Advisors, L.P., NexPoint Advisors GP, LLC, Pyxis Floating Rate Opportunities Fund, Pyxis Capital, L.P., Strand XVI, Inc., Highland Capital Management, L.P., Strand Advisors, Inc. and James D. Dondero.

[Signature Page Follows]

 

17


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2013

 

GRANITE BAY ADVISORS, L.P.
By:   Granite Bay Advisors GP, LLC, its general partner
  By:  

/s/ Trey Parker

  Name: Trey Parker
  Title: Secretary
GRANITE BAY ADVISORS GP, LLC
By:  

/s/ Trey Parker

Name: Trey Parker
Title: Secretary
NEXPOINT CREDIT STRATEGIES FUND
  By:  

/s/ Ethan Powell

  Name: Ethan Powell
  Title: President
NEXPOINT ADVISORS, L.P.
By:   NexPoint Advisors GP, LLC, its general partner
  By:  

/s/ James D. Dondero

    Name: James D. Dondero
    Title: President
NEXPOINT ADVISORS GP, LLC
  By:  

/s/ James D. Dondero

  Name: James D. Dondero
  Title: President

 

18


PYXIS FUNDS I, on behalf of its series Pyxis Floating Rate Opportunity Fund
  By:  

/s/ Ethan Powell

    Name: Ethan Powell
    Title: Executive VP and Secretary
PYXIS CAPITAL, L.P.
By:   Strand Advisors XVI, Inc., its general partner
  By:  

/s/ Ethan Powell

    Name: Ethan Powell
    Title: Secretary
STRAND ADVISORS XVI, INC.
  By:  

/s/ Ethan Powell

  Name: Ethan Powell
  Title: Secretary
HIGHLAND CAPITAL MANAGEMENT, L.P.
By:   Strand Advisors, Inc., its general partner
  By:  

/s/ James D. Dondero

    Name: James D. Dondero
    Title: President
STRAND ADVISORS, INC.
  By:  

/s/ James D. Dondero

  Name: James D. Dondero
  Title: President

/s/ James D. Dondero

James D. Dondero

 

19

EX-99.1 2 d486930dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Spirit Realty Capital, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2013.

 

GRANITE BAY ADVISORS, L.P.
  By:   Granite Bay Advisors GP, LLC, its general partner
    By:  

/s/ Trey Parker

    Name: Trey Parker
    Title: Secretary
  GRANITE BAY ADVISORS GP, LLC
  By:  

/s/ Trey Parker

  Name: Trey Parker
  Title: Secretary
  NEXPOINT CREDIT STRATEGIES FUND
    By:  

/s/ Ethan Powell

    Name: Ethan Powell
    Title: President
  NEXPOINT ADVISORS, L.P.
  By:   NexPoint Advisors GP, LLC, its general partner
    By:  

/s/ James D. Dondero

      Name: James D. Dondero
      Title: President
  NEXPOINT ADVISORS GP, LLC
    By:  

/s/ James D. Dondero

    Name: James D. Dondero
    Title: President
  PYXIS FUNDS I, on behalf of its series Pyxis Floating Rate Opportunity Fund
    By:  

/s/ Ethan Powell

      Name: Ethan Powell
      Title: Executive VP and Secretary


  PYXIS CAPITAL, L.P.
  By:   Strand Advisors XVI, Inc., its general partner
    By:  

/s/ Ethan Powell

      Name: Ethan Powell
      Title: Secretary
  STRAND ADVISORS XVI, INC.
    By:  

/s/ Ethan Powell

    Name: Ethan Powell
    Title: Secretary
  HIGHLAND CAPITAL MANAGEMENT, L.P.
  By:   Strand Advisors, Inc., its general partner
    By:  

/s/ James D. Dondero

      Name: James D. Dondero
      Title: President
  STRAND ADVISORS, INC.
    By:  

/s/ James D. Dondero

    Name: James D. Dondero
    Title: President
 

/s/ James D. Dondero

  James D. Dondero