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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): December 14, 2023
___________________________________________
SILA REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
___________________________________________
Maryland 000-55435 46-1854011
(State or other jurisdiction of
incorporation or organization)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
1001 Water St.
Suite 800
Tampa, Florida 33602
(Address of principal executive offices)
(813) 287-0101
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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: None
Title of each classTrading SymbolName of each exchange on which registered
N/AN/AN/A
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
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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.
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Item 1.01    Entry into a Material Definitive Agreement.
The information set forth below in Item 2.01 is incorporated herein by reference.
Item 1.02    Termination of a Material Definitive Agreement.
The information set forth below in Item 2.01 is incorporated herein by reference.
Item 2.01    Completion of Acquisition or Disposition of Assets.
On December 14, 2023, Sila Realty Trust, Inc. (the “Company”), through a wholly-owned subsidiary of its operating partnership, Sila Realty Operating Partnership, LP ("SROP"), completed the sale of the Webster Healthcare Facility II (the "Property") located in Webster, Texas, to the Board of Regents of the University of Texas System (the "Buyer"). Until the sale, the Buyer was the tenant at the Property pursuant to that certain Lease Agreement (the “Lease Agreement”) with the Company dated October 24, 2018, and the sale was a result of the Buyer’s exercise of its option to purchase the Property provided in the Lease Agreement.
The contractual sales price of the Property was $258.4 million. The Company's net proceeds from the disposition of the Property were approximately $256.8 million, after transaction costs and other pro-rations, subject to additional transaction costs that will be paid subsequent to the closing date.
Item 7.01    Regulation FD Disclosure.
On December 15, 2023, the Company announced in a press release the events described in Item 2.01 to this Current Report. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01    Other Events.
Determination of the Estimated Per Share Net Asset Value
On December 18, 2023, the board of directors (the "Board") of the Company, at the recommendation of the Audit Committee of the Board (the “Committee”), composed solely of independent directors, unanimously approved and established a new estimated per share net asset value ("NAV") of $7.48 for each of the Company’s Class A common stock, Class I common stock and Class T common stock (collectively, the “Estimated Per Share NAV”). The Estimated Per Share NAV is based on the estimated value of the Company’s assets less the estimated value of the Company’s liabilities, divided by the approximate number of shares outstanding on a diluted basis, calculated as of October 31, 2023 (the “Valuation Date”). The Company is providing the Estimated Per Share NAV to assist broker-dealers that participated in the Company's offering in connection with their obligations under the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 2231 with respect to customer account statements. This valuation was performed in accordance with the provisions of Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Institute for Portfolio Alternatives (the “IPA”) in April 2013 (the “IPA Valuation Guidelines”), in addition to guidance from the U.S. Securities and Exchange Commission. The Company believes that there were no material changes between the Valuation Date and the date of this filing that would impact the Estimated Per Share NAV. The Company intends to publish an updated Estimated Per Share NAV on an annual basis, unless there are material changes to the Company's business, tenants or operating partners that require the Company to reevaluate the Estimated Per Share NAV sooner.
The Committee, pursuant to authority delegated by the Board, was responsible for the oversight of the valuation process, including the review and approval of the valuation process and methodology used to determine the Company’s Estimated Per Share NAV, the consistency of the valuation and appraisal methodologies with real estate industry standards and practices and the reasonableness of the assumptions used in the valuations and appraisals.
The Estimated Per Share NAV was determined after consultation with Cushman & Wakefield of Pennsylvania, LLC ("Cushman & Wakefield"), an independent third-party valuation firm. The engagement of Cushman & Wakefield was approved by the Committee. Cushman & Wakefield prepared an appraisal report (the “Appraisal Report”) summarizing key information and assumptions and providing an appraised value of 132 real estate properties and two undeveloped land parcels (the “Cushman & Wakefield Appraised Properties”) in the Company’s portfolio as of October 31, 2023. Cushman & Wakefield also


prepared a net asset value report (the “NAV Report”, and, together with the Appraisal Report, the “Reports”), which estimates the NAV for each of the Company’s Class A common stock, Class I common stock and Class T common stock as of October 31, 2023. The NAV Report relied upon the Appraisal Report for the Cushman & Wakefield Appraised Properties and Cushman & Wakefield's estimate of the Company's other assets and other liabilities, to calculate the Estimated Per Share NAV. The valuation was prepared in conformity with the standard industry practice consistent with the "appraised value methodology" as defined in FINRA Regulatory Notice 15-02 as well as the IPA Valuation Guideline.
Upon the Committee’s receipt and review of the Reports, the Committee recommended $7.48 as the Estimated Per Share NAV to the Board for the Board's approval. Upon the Board’s receipt and review of the Reports and recommendation of the Committee, on December 18, 2023, the Board approved $7.48 as the Estimated Per Share NAV as of the Valuation Date.
The Company made available a letter to its Class A, Class I and Class T stockholders, furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference, that sets forth the change in the Company's Estimated Per Share NAV. The letter is accessible through the investor relations section of the Company's website at investors.silarealtytrust.com.
The table below sets forth the calculation of the Company’s Estimated Per Share NAV as of the Valuation Date, as well as the comparable calculation as of March 31, 2023.
Estimated Per Share NAV
(In Thousands, Except Share and Per Share Data)
As of October 31, 2023As of March 31, 2023
ValuePer ShareValuePer Share
Assets
Total Real Estate at Fair Value$2,273,232 $9.91 $2,383,500 $10.43 
Cash and Cash Equivalents17,271 0.07 22,230 0.10 
Other Assets35,805 0.16 31,832 0.14 
Goodwill20,128 0.09 21,366 0.09 
Total Assets2,346,436 10.23 2,458,928 10.76 
Liabilities & Stockholders' Equity
Liabilities:
Credit Facility605,000 2.64 575,000 2.52 
Accounts Payable and Other Liabilities26,001 0.11 25,117 0.11 
Total Liabilities631,001 2.75 600,117 2.63 
Stockholders' Equity at Fair Value$1,715,435 $7.48 $1,858,811 $8.13 
Diluted Shares Outstanding229,274,251 228,537,660 
Methodology and Key Assumptions
The Company’s goal in calculating the Estimated Per Share NAV is to arrive at a value that is reasonable and supportable using methodologies and assumptions that it deems to be appropriate.
FINRA’s current rules provide no guidance on the methodology a company must use to determine its Estimated Per Share NAV. As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different Estimated Per Share NAV, and these differences could be significant.


Independent Valuation Firm
Cushman & Wakefield was selected by the Committee to appraise and provide a value on the Cushman & Wakefield Appraised Properties. Cushman & Wakefield is engaged in the business of appraising commercial real estate properties and is not affiliated with the Company. The compensation the Company paid to Cushman & Wakefield related to the valuation is based on the scope of work and not on the appraised values of the Company’s real estate properties. The appraisals were performed in accordance with the Code of Ethics and the Uniform Standards of Professional Appraisal Practice, the real estate appraisal industry standards created by The Appraisal Foundation. The Appraisal Report was reviewed, approved and signed by an individual with the professional designation of Member of the Appraisal Institute licensed in the state where each real property is located. In preparing its Reports, Cushman & Wakefield did not, and was not requested to, solicit third-party indications of interest for the Company’s common stock in connection with possible purchases thereof or the acquisition of all or any part of the Company.
Cushman & Wakefield collected reasonably available material information that it deemed relevant in appraising the Company’s real estate properties. Cushman & Wakefield relied, in part, on property-level information provided by the Company, including, but not limited to: historical financial statements of the Company, property historical and projected operating revenues and expenses, property leasing activity, lease agreements and/or lease abstracts and information regarding recent or planned capital expenditures.
In conducting its analyses, Cushman & Wakefield took into account customary and accepted financial and commercial procedures and considerations as they deemed relevant. Although Cushman & Wakefield reviewed information supplied or otherwise made available by the Company for reasonableness, it assumed and relied upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to them by any other party and did not independently verify any such information. Cushman & Wakefield has assumed that any operating or financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Cushman & Wakefield were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the Company’s management and the Board. Cushman & Wakefield relied on the Company to advise it promptly if any information previously provided became inaccurate or was required to be updated during the period of its review.
In performing its analyses, Cushman & Wakefield made numerous other assumptions as of various points in time with respect to industry performance, general business, economic and regulatory conditions, and other matters, many of which are beyond its control and the Company’s control. Cushman & Wakefield also made assumptions with respect to certain factual matters. For example, unless specifically informed to the contrary, Cushman & Wakefield assumed that the Company has clear and marketable title to each real estate property appraised, that no title defects exist, that any improvements were made in accordance with the law, that no hazardous materials are present or were present previously, that no significant deed restrictions exist, and that no changes to zoning ordinances or regulations governing use, density or shape are pending or being considered. Furthermore, Cushman & Wakefield’s analyses, opinions and conclusions were based upon market, economic, financial and other circumstances and conditions existing as of or prior to the date of the Appraisal Report, and any material change in such circumstances and conditions may affect Cushman & Wakefield’s analyses and conclusions. The Appraisal Report contains other assumptions, qualifications and limitations that qualify the analyses, opinions and conclusions set forth therein. Furthermore, the prices at which the Company’s real estate properties may actually be sold could differ from Cushman & Wakefield’s analyses.
The Company has agreed to indemnify Cushman & Wakefield against certain liabilities arising out of this engagement. In the two years prior to the date of this filing, Cushman & Wakefield was engaged by the Company to prepare the Reports in connection with the March 31, 2023 and June 30, 2022 net asset value calculations. Cushman & Wakefield may from time to time in the future perform other services for the Company, so long as such other services do not adversely affect the independence of Cushman & Wakefield as certified in the applicable Appraisal Report.
Although Cushman & Wakefield considered comments received from the Company relating to its Reports, the final appraised values of the Company’s real estate properties were determined by Cushman & Wakefield. The Reports are addressed solely to the Committee to assist it in calculating and recommending to the Board an Estimated Per Share NAV of the Company’s common stock. The Reports are not addressed to the public, may not be relied upon by any other person to establish an Estimated Per Share NAV of the Company’s common stock, and do not constitute a recommendation to any person to purchase or sell any shares of the Company’s common stock.
The foregoing is a summary of the standard assumptions, qualifications and limitations that generally apply to the Reports. The Reports, including the analyses, opinions and conclusions are qualified by the assumptions, qualifications and limitations set forth in the respective reports.


Real Estate Valuation
As described above, the Company engaged Cushman & Wakefield to provide an appraisal of the Cushman & Wakefield Appraised Properties consisting of 132 real estate properties and two undeveloped land parcels in the Company’s portfolio as of the Valuation Date. In preparing the Appraisal Report, Cushman & Wakefield, among other things:
•analyzed rental data and considered the input of brokers, property developers, public officials, etc.;
•reviewed and relied upon Company-provided data regarding the size, year built, construction quality and construction type of the properties in order to understand the characteristics of the existing improvements and underlying land;
•reviewed and relied upon Company-provided data regarding leases, real estate taxes and operating expense data for the Cushman & Wakefield Appraised Properties;
•reviewed and relied upon the Company-provided financial information as of October 31, 2023;
•researched the market by means of publications, public and private databases and other resources to measure current market conditions, supply and demand factors, and growth patterns and their effect on the properties; and
•performed other analyses and studies and considered other factors as Cushman & Wakefield deemed appropriate.
Cushman & Wakefield primarily utilized the income approach to estimate the value of the Cushman & Wakefield Appraised Properties. The income approach determines the estimated stabilized annual income-producing capacity of a property by using contractual rents on existing leases and by estimating market rent from rental activity at competing properties for the vacant spaces. Deductions are then made for vacancy and collection loss and estimated operating expenses. The resulting net operating income is divided by an overall capitalization rate to derive an opinion of value. This method is referred to as Direct Capitalization.
The following summarizes the key assumptions that were used in the Direct Capitalization method to arrive at the appraised value of the Cushman & Wakefield Appraised Properties:
Range
Overall Capitalization Rate6.52%—8.75%
The Appraisal Report summarizes key inputs and assumptions and provides a value for each of the Cushman & Wakefield Appraised Properties using financial information provided by the Company. From such review, Cushman & Wakefield selected the appropriate rate in its direct capitalization analysis.
While the Company believes that Cushman & Wakefield’s assumptions and inputs are reasonable, a change in these assumptions and inputs would significantly impact the calculation of the appraised value of the Cushman & Wakefield Appraised Properties and thus, the Estimated Per Share NAV. Assuming the value conclusion for each Cushman & Wakefield Appraised Property is based on the method being sensitized and all other factors remain unchanged, an increase of 25 basis points to the overall capitalization rate for the properties valued via the Direct Capitalization method would decrease the value of the Cushman & Wakefield Appraised Properties to approximately $2,201.0 million. Similarly, a decrease of 25 basis points to the overall capitalization rate for the properties valued via the Direct Capitalization method would increase the value of the Cushman & Wakefield Appraised Properties to approximately $2,350.0 million.
Cash and Cash Equivalents, Goodwill, Other Assets, Accounts Payable and Other Liabilities, and Credit Facility
The fair value of the Company’s cash and cash equivalents, goodwill, other assets, accounts payable and other liabilities, and credit facility were provided by the Company and reviewed by Cushman & Wakefield to approximate carrying value as of the Valuation Date.
The carrying value of a majority of the Company’s other assets and accounts payable and other liabilities are considered to approximate their fair value due to their short-term maturities or liquid nature. The credit facility is considered to be at fair value due to its prepayable nature and based on the pricing terms and conditions offered to similar companies in the current market. Interest rate swaps and hedges (included within other assets) are at their fair value, adjusted monthly using interest rate pricing models. Certain balances, such as straight-line rent receivables, lease intangible assets and liabilities, unamortized lease commissions, right-of-use assets and operating lease liabilities, have been eliminated for the purpose of the valuation due to the fact that the values of those balances were already considered in the valuation of the respective real estate investments.
The Board’s Determination of the Estimated Per Share NAV


Based upon a review of the Reports provided by Cushman & Wakefield, upon the recommendation of the Committee, the Board estimated the per share NAV for each of the Class A common stock, Class I common stock and Class T common stock to be $7.48.
Limitations of the Estimated Per Share NAV
The various factors considered by the Board in determining the Estimated Per Share NAV were based on a number of assumptions and estimates that may not be accurate or complete. As disclosed above, the Company is providing the Estimated Per Share NAV to assist broker-dealers that participated in the Company’s public offerings in meeting their customer account statement reporting obligations. As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions. Different parties with different assumptions and estimates could derive a different Estimated Per Share NAV. The value of the Company’s shares will fluctuate over time in response to developments related to individual assets in the Company’s portfolio and the management of those assets and in response to the real estate and finance markets. The Estimated Per Share NAV is not audited and is not intended to be the fair value of the Company's assets and liabilities, if they were subjected to the fair value guidance in accordance with U.S. generally accepted accounting principles.
Accordingly, with respect to the Estimated Per Share NAV, the Company can give no assurance that:
•a stockholder would be able to resell his or her Class A shares of common stock, Class I shares of common stock or Class T shares of common stock at the Estimated Per Share NAV;
•a stockholder would ultimately realize distributions per share equal to the Company’s Estimated Per Share NAV upon liquidation of the Company’s assets and settlement of its liabilities or a sale of the Company;
•the Company’s shares of Class A common stock, Class I common stock and Class T common stock would trade at the Estimated Per Share NAV on a national securities exchange;
•a different independent third-party appraiser or other third-party valuation firm would agree with the Company’s Estimated Per Share NAV; or
•the Estimated Per Share NAV, or the methodology used to estimate the Company’s Estimated Per Share NAV, will be found by any regulatory authority to comply with the Employee Retirement Income Security Act of 1974, as amended, the Internal Revenue Code of 1986, as amended, or other regulatory requirements.
Similarly, the amount a stockholder may receive upon repurchase of his or her shares, if he or she participates in the Company’s share repurchase program, may be greater than or less than the amount a stockholder paid for the shares, regardless of any increase in the underlying value of any assets owned by the Company.
The Estimated Per Share NAV is based on the estimated value of the Company’s assets less the estimated value of the Company’s liabilities divided by the approximate number of shares outstanding on a diluted basis, calculated as of October 31, 2023. The Estimated Per Share NAV was based upon 229,274,251 shares of equity interest outstanding as of October 31, 2023, which was comprised of (i) 227,434,927 outstanding shares of the Company’s common stock, plus (ii) 1,114,445 shares of unvested restricted Class A common stock issued to the Company’s independent directors, executive officers and employees, which vest ratably over time, plus (iii) 724,879 shares of performance-based deferred stock unit awards of common stock issued to the Company's executive officers, which vest based on Company performance over a period of time.
The Board intends for the Company to, through a third-party valuation firm, perform a valuation of the Company’s assets and liabilities on an annual basis in order to determine an updated Estimated Per Share NAV for each of the Company’s Class A common stock, Class I common stock and Class T common stock, in accordance with IPA Valuation Guideline, unless there are material changes to the Company's business, tenants or operating partners that require the Company to reevaluate the Estimated Per Share NAV sooner.
Revised Purchase Prices under the Distribution Reinvestment Plan
On December 18, 2023, the Board approved the per share price of $7.48 for the purchase of Class A common stock, Class I common stock and Class T common stock pursuant to the Company's distribution reinvestment plan (the "DRIP"). Therefore, commencing with the issuance of shares to stockholders enrolled in the DRIP that commence on January 1, 2024, distributions for each class of shares will be reinvested at $7.48 per share.
Any Estimated Per Share NAV approved by the Board in the future may be higher or lower than the most recently disclosed Estimated Per Share NAV of $7.48 for each of the Company's Class A shares of common stock, Class I shares of


common stock and Class T shares of common stock, which may cause the purchase prices under the DRIP to increase or decrease accordingly. The prices under the DRIP are not a representation, warranty or guarantee that: (i) a stockholder would be able to realize such per share amounts if such stockholder attempts to sell his or her shares; (ii) a stockholder would ultimately realize distributions per share equal to such per share amounts upon the liquidation or sale of the Company; (iii) shares of the Company's common stock would trade at such per share amounts on a national securities exchange; or (iv) a third party would offer such per share amounts in an arm’s-length transaction to purchase all or substantially all of the Company's shares of common stock.
Revised Purchase Prices under the Share Repurchase Program
As a result of the Board’s determination of the Estimated Per Share NAV of $7.48 as of the Valuation Date, the Estimated Per Share NAV shall serve as the purchase price of the shares of Class A common stock, Class I common stock and Class T common stock for purposes of the Company's share repurchase program, effective on the first quarter repurchase date of 2024, which is expected to be on or about January 31, 2024 (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like).
Class A Distributions Authorized
On December 18, 2023, the Board of the Company approved and authorized a daily distribution to the Company’s Class A stockholders of record as of the close of business on each day of the period commencing on January 1, 2024 and ending on January 31, 2024. The distributions for January 2024 will be calculated based on 366 days in the calendar year and will be equal to $0.00109290 per share of Class A common stock, which is equal to an annualized distribution of $0.40 per share of Class A common stock. The distributions declared for each record date in January 2024 will be paid in February 2024. The distributions will be payable to stockholders from legally available funds therefor.
Class I Distributions Authorized
On December 18, 2023, the Board approved and authorized a daily distribution to the Company’s Class I stockholders of record as of the close of business on each day of the period commencing on January 1, 2024 and ending on January 31, 2024. The distributions for January 2024 will be calculated based on 366 days in the calendar year and will be equal to $0.00109290 per share of Class I common stock, which is equal to an annualized distribution of $0.40 per share of Class I common stock. The distributions declared for each record date in January 2024 will be paid in February 2024. The distributions will be payable to stockholders from legally available funds therefor.
Class T Distributions Authorized
On December 18, 2023, the Board approved and authorized a daily distribution to the Company’s Class T stockholders of record as of the close of business on each day of the period commencing on January 1, 2024 and ending on January 31, 2024. The distributions for January 2024 will be calculated based on 366 days in the calendar year and will be equal to $0.00109290 per share of Class T common stock, which is equal to an annualized distribution of $0.40 per share of Class T common stock. The distributions declared for each record date in January 2024 will be paid in February 2024. The distributions will be payable to stockholders from legally available funds therefor.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K, other than historical facts may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided by the same. These statements include, but are not limited to: the prices and timing of distributions under the Company's distribution reinvestment plan; the fluctuation of the value of the Company's shares over time; expected timing under the Share Repurchase Program and any updates to (and future valuations of the Company’s assets and liabilities to determine) the Estimated Per Share NAV of the Company’s common stock. Cushman & Wakefield relied on forward-looking information, some of which was provided by or on behalf of the Company, in preparing its valuation materials. Therefore, neither such statements nor Cushman & Wakefield’s valuation materials are intended to, nor shall they, serve as a guarantee of the Company’s performance in future periods. Also, these statements are based on management’s current expectations and beliefs, as well as various risks and uncertainties, regarding operational strategies, anticipated events and trends, the economy, the financial condition of the Company’s tenants, the Company’s ability to continue to collect rent at current levels, the Company’s ability to continue to cover its daily distributions, the availability of suitable investment opportunities, changes in interest rates, the availability and terms of financing, general market conditions, legislative and regulatory changes that could adversely impact the business of the Company, as well as other future conditions and are subject to a number of trends and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended 2022, a copy of which is available at www.sec.gov. 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, including references to assumptions and forecasts of future results. 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. Actual events may cause the value and returns on the Company’s investments to be less than that used for purposes of the Company’s Estimated Per Share NAV.



Item 9.01    Financial Statements and Exhibits.
(d) Exhibits


SIGNATURE
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.
SILA REALTY TRUST, INC.
Dated: December 19, 2023
By:/s/ Kay C. Neely
Name:Kay C. Neely
Title:Chief Financial Officer

EXHIBIT 99.1
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Sila Realty Trust, Inc. Completes Disposition of Webster Healthcare Facility II for $258.4 Million
December 15, 2023
TAMPA, Fla. - Sila Realty Trust, Inc. (the "Company") announced today the disposition of Webster Healthcare Facility II (the “UTMB Health Clear Lake Hospital”) to the Board of Regents of the University of Texas System for a sales price of approximately $258.4 million.
The UTMB Health Clear Lake Hospital, located in Webster, Texas, is an approximately 373,000 square foot short-term acute care hospital with 199 licensed beds. Until the disposition, the facility has been leased to the Board of Regents of the University of Texas and operated as the Clear Lake Campus for the University of Texas Medical Branch. The lease agreement contained a purchase option, in favor of the Board of Regents of the University of Texas, which it elected to exercise and close on the purchase.
The Company used a portion of the net sales proceeds to pay down all of its outstanding variable rate debt, leaving the Company with 100% of its debt fixed through interest rate swaps, with the balance of proceeds to be used for general corporate purposes.
Michael A. Seton, President and Chief Executive Officer, stated, “We are pleased to announce that we have successfully executed on the sale of the UTMB Health Clear Lake Hospital, which was a significant asset within our portfolio and one of our few owned short-term acute care hospitals. We have used the substantial proceeds from this sale to further fortify our already low leveraged balance sheet and we anticipate expanding our high quality, diversified healthcare portfolio into more outpatient and post-acute healthcare assets. We continue to be steadfast on maximizing the value of the Company and seeking liquidity for our stockholders.”
About Sila Realty Trust, Inc.
Sila Realty Trust, Inc. is a public, non-listed net lease real estate investment trust with a strategic focus on investing in the significant, growing, and resilient healthcare sector of the U.S. economy. The Company is primarily focused on investing in healthcare assets across the continuum of care, with an emphasis on lower cost patient settings, which generate predictable, durable, and growing income streams. As of September 30, 2023, the Company owned 132 real estate properties and two undeveloped land parcels located in 58 markets across the country.
Forward-Looking Statements
Certain statements contained herein, other than historical fact, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided by the same. 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, including references to the Company’s use of proceeds from this transaction, the expansion of the Company’s portfolio, and its goal to maximize stockholder value and seek liquidity. 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 2022 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.

Miles Callahan, Senior Vice President of Capital Markets and Investor Relations
833-404-4107
IR@silarealtytrust.com


EXHIBIT 99.2

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December 19, 2023

Dear Stockholder,
Thank you for your continued support in Sila Realty Trust, Inc. (the “Company”). The purpose of this letter is to provide you with an important update regarding your investment.
Estimated Per Share Net Asset Value
On December 18, 2023, the board of directors (the “Board”), upon the recommendation of the Audit Committee, which is comprised solely of independent directors, approved an estimated per share net asset value (or “NAV”) of $7.48 for each of the Company’s Class A common stock, Class I common stock and Class T common stock (collectively, the “Estimated Per Share NAV”). The Board engaged Cushman & Wakefield of Pennsylvania, LLC (“Cushman & Wakefield”), an independent third-party valuation firm, to calculate the Estimated Per Share NAV and provide an appraised value on 132 real estate properties and two undeveloped land parcels as of October 31, 2023 (the “Valuation Date”).
The Estimated Per Share NAV is based on the estimated value of the Company’s assets less the estimated value of the Company’s liabilities, divided by the approximate number of shares outstanding on a diluted basis. The Audit Committee, pursuant to authority delegated by the Board, was responsible for the oversight of the valuation process, including the review and approval of the methodology used to determine the Estimated Per Share NAV, the consistency of the valuation and appraisal methodologies with real estate industry standards and practices, and the reasonableness of the assumptions used in the valuation and appraisals. The Board directed the Audit Committee to review Cushman & Wakefield’s analysis and recommend an Estimated Per Share NAV. The determination of the final Estimated Per Share NAV was at the sole discretion of the Board.
The table below sets forth the change in the Company’s Estimated Per Share NAV from March 31, 2023, at $8.13 to October 31, 2023, at $7.48:
Estimated Per Share NAV, March 31, 2023$8.13 
Change in same store real estate portfolio(0.78)
Acquired real estate0.30 
Disposed real estate (includes note receivable)(0.04)
Change in net debt (includes change in cash)(0.15)
Change in derivatives0.04 
Other(0.02)
Total Change(0.65)
Estimated Per Share NAV, October 31, 2023$7.48 



    The aggregate real estate value of the Company’s same store real estate portfolio, defined as properties owned by the Company from March 31, 2023, the calculation date of the last estimated per share NAV, to the Valuation Date, was primarily responsible for the change in the Estimated Per Share NAV. This was driven by many factors, including, but not limited to, (a) an increase in capitalization rates used by Cushman & Wakefield resulting from, among other factors, (i) a rise in comparable capitalization rates in commercial real estate, (ii) an increase in overall interest rates and expectations of returns by investors in varying investment vehicles, (iii) significant increased market volatility in the third quarter of 2023, (iv) an overall decline in economic activity, including property sales and commercial real estate lending activity, and (v) other changes in micro and macro-economic conditions, and (b) reductions in value related to the sponsor of a tenant that filed for bankruptcy.
It is important to understand that this or any estimated per share NAV takes into account, among other factors, the valuation of the Company’s assets and liabilities at a specific point in time (in this case, as of October 31, 2023), and valuations are subject to (and likely to) change at any time, whether they increase or decrease.
The Company also announced through a press release on December 15, 2023, and in a Current Report on Form 8-K filed on December 19, 2023, the disposition of Webster Healthcare Facility II to the Board of Regents of the University of Texas System for a contract sales price of approximately $258.4 million, which amount was considered in the Estimated Per Share NAV by Cushman & Wakefield, and reflected an increase from the prior property specific result in the Company’s estimated per share NAV as of March 31, 2023.
Distribution Reinvestment Plan
If you participate in our distribution reinvestment plan, or the DRIP, under which your distributions are reinvested in additional shares of our common stock, your distributions that accrue from December 1, 2023, through December 31, 2023, will be reinvested at $7.48 per share.
Share Repurchase Plan
In accordance with our share repurchase plan, the per share repurchase price is based on the most recent estimated value of the shares. As a result, the Board’s determination of the Estimated Per Share NAV of $7.48 per share will serve as the repurchase price on the expected first quarter repurchase date of January 31, 2024.
For More Information
I encourage you to visit our website at www.silarealtytrust.com for Company news, financial information and supplemental data.
Should you have any questions or need further information, please feel free to contact the Company's Investor Relations department at IR@silarealtytrust.com or contact our investor support line at 833-404-4107.
We will continue to be steadfast in our priority of maximizing the value of the Company and are focused on seeking liquidity for our stockholders, subject to market conditions. On behalf of the Board and the management team, I would like to sincerely thank you for your ongoing support and confidence in our Company.


Sincerely,
image_1a.jpg

Michael A. Seton
President and Chief Executive Officer
Sila Realty Trust, Inc.


Cautionary Note Regarding Forward-Looking Statements
Certain statements of the Company included in this letter that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as "may," "should," "expect," "could," "intend," "plan," "anticipate," "estimate," "believe," "continue," "predict," "potential" or the negative of such terms and other comparable terminology, including references to potential changes in valuations, the reinvestment in additional shares of the Company’s common stock under its distribution reinvestment plan, the repurchase price under the Company’s share repurchase plan, and the Company’s goal to maximize stockholder value and seek liquidity. The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the above involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results to differ materially from these forward-looking statements are listed from time to time in the Company's SEC reports, including, but not limited to, the risk that our NAV may not reflect the value that our stockholders would receive upon the liquidation of our assets and settlement of our liabilities or a sale of the Company; the risks related to the availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the Company's business; and other factors, including those set forth in the Risk Factors provided in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.



EXHIBIT 99.3
CONSENT OF INDEPENDENT VALUATION EXPERT

We hereby consent to the reference to our name and the description of our role in the valuation process of any properties owned by Sila Realty Trust, Inc. and its subsidiaries (collectively, the “Company”) referred to in the Current Report on Form 8-K filed on December 18, 2023 and incorporated by reference in the Company’s Registration Statement on Form S-3 (SEC File No. 333-275799).

In giving such consent, we do not thereby admit we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
December 18, 2023/s/ James M. Farrer
James M. Farrer
Senior Managing Director
Cushman & Wakefield of Pennsylvania, LLC.

v3.23.4
Document and Entity Information
Dec. 14, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 14, 2023
Entity Registrant Name SILA REALTY TRUST, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 000-55435
Entity Tax Identification Number 46-1854011
Entity Address, Address Line One 1001 Water St.
Entity Address, Address Line Two Suite 800
Entity Address, City or Town Tampa
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33602
City Area Code 813
Local Phone Number 287-0101
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security None
No Trading Symbol Flag true
Entity Emerging Growth Company false
Entity Central Index Key 0001567925
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