SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

AMENDMENT NO. 5
TO
SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

___________________________________________

SILA REALTY TRUST, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $0.01 par value per share(Title of Class of Securities)

146280508
(CUSIP Number of Class of Securities)

Michael A. Seton
President and Chief Executive Officer
Sila Realty Trust, Inc.
1001 Water Street, Suite 800
Tampa, Florida 33602
813-287-0101
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Michael M. Mills, Jr.

Holland & Knight LLP

100 North Tampa Street

Suite 4100

Tampa, Florida 33602

(813) 227-6324

___________________________________________

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐	third-party tender offer subject to Rule 14d-1.
☒	issuer tender offer subject to Rule 13e-4.
☐	going-private transaction subject to Rule 13e-3.
☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed by Sila Realty Trust, Inc., a Maryland corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on June 13, 2024 (together with any amendments or supplements thereto, including this Amendment, the “Schedule TO”), which relates to the offer by the Company to purchase for cash up to $50 million in value of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a price specified by the tendering stockholders of not greater than $24.00 nor less than $22.60 per Share, net to the seller in cash, less any applicable withholding taxes and without interest.

The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 13, 2024, as amended (the “Offer to Purchase”), and in the related Letter of Transmittal and Important Instructions and Information, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively (which together, as amended or supplemented from time to time, constitute the “Offer”).

This Amendment is being filed to amend and supplement the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Item 11. Additional Information.

Item 11(c) of the Schedule TO is hereby amended and supplemented by adding the following:

“On July 22, 2024, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m., New York City Time, on July 19, 2024. A copy of such press release is filed as Exhibit (a)(5)(F) hereto and is incorporated by reference herein.”

Item 12.     Exhibits.

Item 12 and the Exhibit List of the Schedule TO are hereby amended and supplemented by adding the following exhibit:

“(a)(5)(F) Press release issued July 22, 2024”

SIGNATURE

After due 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: July 22, 2024	Sila Realty Trust, Inc.
	By:	/s/ MICHAEL A. SETON
		Michael A. Seton
		President and Chief Executive Officer

	EXHIBIT INDEX
(a)(1)(A)+	Offer to Purchase, dated June 13, 2024, as amended
(a)(1)(B)*	Letter of Transmittal
(a)(1)(C)*	Important Instructions and Information, dated June 13, 2024
(a)(1)(D)*	Odd Lot Certification Form
(a)(1)(E)*	Form of Withdrawal Letter
(a)(1)(F)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated June 13, 2024
(a)(5)(A)*	Press Release issued June 13, 2024
(a)(5)(B)**	Shareholder Letter, dated June 13, 2024
(a)(5)(C)**	Frequently Asked Questions, dated June 13, 2024
(a)(5)(D)***	Excerpt from "Sila Realty Trust Goes to the NYSE", published in GlobeSt on June 20, 2024
(a)(5)(E)+	Press Release issued July 15, 2024
(a)(5)(F)++	Press Release issued July 22, 2024
(d)(1)	Employment Agreement, by and among Carter Validus Mission Critical REIT II, Inc., Carter Validus Operating Partnership II, LP, CV Manager, LLC and Michael A. Seton, dated as of July 28, 2020 (included as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on July 29, 2020, and incorporated herein by reference).
(d)(2)	Amendment to Employment Agreement made and entered into on June 21, 2022, by and between Sila Realty Trust, Inc., Sila Realty Operating Partnership, LP, Sila Realty Management Company, LLC and Michael A. Seton (included as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-55435) filed on June 21, 2022, and incorporated herein by reference).
(d)(3)	Employment Agreement, by and among Carter Validus Mission Critical REIT II, Inc., Carter Validus Operating Partnership II, LP, CV Manager, LLC and Kay C. Neely, dated as of July 28, 2020 (included as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on July 29, 2020, and incorporated herein by reference).
(d)(4)	Amendment to Employment Agreement made and entered into on June 21, 2022, by and between Sila Realty Trust, Inc., Sila Realty Operating Partnership, LP, Sila Realty Management Company, LLC and Mary (“Kay”) C. Neely (included as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 000-55435) filed on June 21, 2022, and incorporated herein by reference).
(d)(5)	Form of Deferred Stock Award Agreement (included as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on January 8, 2021, and incorporated herein by reference).
(d)(6)	Form of First Amendment to Deferred Stock Award Agreement (included as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on September 10, 2021, and incorporated herein by reference).
(d)(7)	Carter Validus Mission Critical REIT II, Inc. Amended and Restated 2014 Restricted Share Plan, dated March 6, 2020 (included as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-55435) filed on March 10, 2020, and incorporated herein by reference).
(107)*	Filing Fee Table

*    Previously filed on Schedule TO, as amended, dated June 13, 2024.

**    Previously filed on Schedule TO-I/A, dated June 13, 2024.

***    Previously filed on Schedule TO-I/A, dated June 20, 2024.

+    Previously filed on Schedule TO-I/A, dated July 15, 2024.

++    Filed herewith.

EX-99.(A)(5)(F)

Exhibit (a)(5)(F)

Sila Realty Trust, Inc. Announces Preliminary Results of Modified “Dutch Auction” Tender Offer

TAMPA, Fla., July 22, 2024 (BUSINESS WIRE) – Sila Realty Trust, Inc. (NYSE: SILA) (“Sila”, the “Company”, “we” or “us”), a net lease real estate investment trust (“REIT”) with a strategic investment focus on the significant, growing, and resilient healthcare sector, today announced the preliminary results of its modified “Dutch Auction” tender offer (the “Offer”) to purchase for cash up to $50 million in value of shares of the Company’s common stock, which expired at 5:00 p.m., New York City time, on July 19, 2024.

Based on the preliminary results by Computershare Trust Company, N.A., the depositary and paying agent for the Offer (the “Depositary”), approximately 4.7 million shares of common stock were validly tendered at the final purchase price of $22.60 per share and not properly withdrawn.

In accordance with the terms and conditions of the Offer, and based on the preliminary results reported by the Depositary, the Company expects to purchase approximately 2.2 million shares of common stock at a purchase price of $22.60 per share, for an aggregate cost of approximately $50 million, excluding fees and expenses relating to the Offer.

Based on these preliminary results, the number of shares of common stock that the Company expects to purchase in the Offer represents approximately 3.9% of the total number of shares of common stock outstanding as of July 19, 2024. Immediately following payment for the shares of common stock purchased in the Offer, the Company expects to have approximately 55.0 million shares of common stock outstanding.

Due to the oversubscription of the Offer, based on the preliminary results described above, the Company will accept for purchase on a pro rata basis approximately 42% of the shares of common stock properly tendered and not properly withdrawn at the purchase price of $22.60 per share (other than “odd lot” holders, whose shares of common stock will be purchased in full on a priority basis).

The number of shares of common stock expected to be purchased by the Company, the purchase price information and the proration information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary. The final number of shares of common stock to be purchased by the Company, the final purchase price information and the final proration information will be announced following the completion by the

Depositary of the confirmation process. Payment for the shares of common stock accepted for purchase under the Offer will occur promptly thereafter.

Shareholders who have questions or would like additional information about the Offer may contact the information agent for the Offer, Georgeson LLC at (866) 643-7359, or the dealer manager for the Offer, Wells Fargo Securities, LLC at (800) 645-3751.

Important Notice

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company.

About Sila Realty Trust, Inc.

Sila Realty Trust, Inc. is a net lease real estate investment trust headquartered in Tampa, Florida, with a strategic focus on investing in the significant, growing, and resilient healthcare sector of the U.S. economy. The Company invests in high quality healthcare facilities along the continuum of care, which, we believe, generate predictable, durable, and growing income streams. Our 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, 2024, the Company owned 136 real estate properties and two undeveloped land parcels located in 64 markets across the U.S. For more information, please visit the Company’s website at www.silarealtytrust.com.

Forward-Looking Statements

Certain statements contained herein, other than historical fact, may be considered “forward-looking statements.” 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 “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will” 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. Additional factors include those described under the section entitled Item 1A. "Risk Factors" of Part I of the Company's 2023 Annual Report on Form 10-K with the SEC, copies of which are 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 Contact:

Miles Callahan, Senior Vice President of Capital Markets and Investor Relations833-404-4107IR@silarealtytrust.com