Under the merger agreement, each outstanding share of Sila common stock was converted into the right to receive $30.38 in cash, without interest. The per-share price represented a 19.0% premium to Sila's closing stock price of $25.53 on April 17, 2026 (the last full trading day before announcement) and a 25.6% premium to the 30-trading-day volume-weighted average price. Sila's financial advisor, BofA Securities, valued the deal using a selected publicly traded companies analysis (applying 2026E Adjusted EBITDA multiples of 13.0x-17.0x and 2026E AFFO multiples of 10.5x-14.5x to comparable healthcare and net lease REITs, including Healthpeak Properties, Healthcare Realty Trust, Universal Health Realty Income Trust, Community Healthcare Trust, NNN REIT, Essential Properties Realty Trust, Broadstone Net Lease, Four Corners Property Trust and Netstreit), a selected precedent transactions analysis (using one-year-forward Adjusted EBITDA multiples of 11.5x-15.5x and AFFO multiples of 10.5x-14.5x from deals such as Healthpeak/Physicians Realty Trust, Omega Healthcare/MedEquities, Sabra/Care Capital Properties, Blackstone/BioMed Realty, Brookfield/Peakstone Realty, Realty Income/Spirit Realty, Global Net Lease/Necessity Retail, GIC-Oak Street/STORE Capital, Government Properties Income Trust/Select Income REIT, and Blackstone/Gramercy Property Trust and Chambers Street/Gramercy), and a discounted cash flow analysis (7.8%-8.7% discount rates, a 12.0x-15.0x terminal Adjusted EBITDA exit multiple applied to an estimated FY2030 Adjusted EBITDA of $168 million) that together implied per-share equity values ranging roughly from $21.80 to $37.92, bracketing the $30.38 merger price. BofA Securities also cited third-party analyst net asset value estimates of $28.39-$30.74 per share and the company's own estimated NAV range of $25.66-$30.70 per share (based on nominal cap rates of 7.6%-8.6%).
The transaction will be funded through equity financing: affiliates of Parent delivered an Equity Funding Letter under which Blue Owl-affiliated guarantors agreed to contribute equity sufficient to consummate the merger, together with a Limited Guarantee backing Parent's payment obligations; the merger agreement and 8-K state the closing is not subject to any financing condition.
Per the DEFM14A's "Background of the Merger" disclosure, Sila's board engaged BofA Securities in December 2025 after CEO Michael Seton recommended exploring strategic alternatives given the company's small public float and persistent trading discount to peers. BofA Securities contacted 81 prospective buyers beginning January 20, 2026 and ultimately brought six bidders into a second round: Blue Owl, a two-party "Consortium A," a two-party "Consortium B" (Party C/Party D), and Parties E and G, alongside parties F and H and others that were not advanced. Initial first-round cash bids on March 11-13, 2026 ranged from Party F's $25.50-$26.50 per share up to Consortium A's $30.25 per share, with Blue Owl's opening bid the lowest of those advanced to round two at $28.50 per share. In the final round, Consortium B's last bid came in at $26.00 per share while Blue Owl raised its offer to $30.38 per share in cash on the night of April 15, 2026 after BofA Securities repeatedly pushed Blue Owl to improve on its low initial bid; Consortium A never submitted a final binding proposal before the board's meeting, citing the need for more time, and was effectively eliminated from contention. The board unanimously approved the Blue Owl agreement on April 19, 2026.
The merger agreement provides for a company termination fee of $55,746,219, payable by Sila to Parent in specified circumstances including a change of board recommendation or termination to accept a superior proposal, and a reverse/parent termination fee of $152,035,142, payable by Parent in specified circumstances including a financing-related breach or failure to close. The agreement contains no financing closing condition; closing conditions include approval by holders of a majority of Sila's outstanding common stock, absence of any injunction or law prohibiting the merger, and the absence of a company or parent material adverse effect. The outside date for termination was set at January 19, 2027. During the pendency of the deal, Sila was permitted to pay up to two regular quarterly dividends not exceeding $0.40 per share per quarter, with any additional REIT-related distributions offsetting the per-share merger consideration.
Sila's board unanimously approved the merger. At a June 26, 2026 special meeting, 64.5% of outstanding shares voted (quorum of 35,654,676 of 55,241,098 shares eligible), and the merger proposal was approved with 34,955,162 votes for, 325,441 against, and 374,073 abstentions, as reported in an 8-K filed under Item 5.07. The merger closed on July 1, 2026: Sila merged with and into Merger Sub, which survived and was renamed Sunshine Realty Holdings LLC, with Sila shares delisted from the NYSE and deregistered under the Exchange Act, per a closing Form 8-K reporting Items 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01 and 9.01.
As of March 31, 2026, Sila owned 137 real estate properties and three undeveloped land parcels across 65 markets in the United States, described in the companies' joint press release as "one of the best-in-class healthcare net lease portfolios in the market," with Blue Owl's Marc Zahr, Co-President and Global Head of Real Assets, citing the portfolio's "strong tenant fundamentals, long-term triple-net leases, and robust rent coverage." CEO Michael Seton stated the transaction "will provide significant and immediate realized benefit to our shareholders."
On financial and legal advisors: BofA Securities served as Sila's exclusive financial advisor (with an aggregate fee currently estimated at approximately $24.9 million, $2.5 million of which was payable on delivery of its fairness opinion), and Hogan Lovells US LLP served as Sila's legal counsel (Venable LLP served as the company's outside tax counsel during negotiations per the proxy). Citigroup Global Markets Inc. acted as lead financial advisor to Blue Owl, with Truist Securities, Inc. also serving as financial advisor to Blue Owl and Newmark Group, Inc. serving as Blue Owl's real estate advisor. Kirkland & Ellis LLP served as legal advisor to Blue Owl, and Dechert LLP served as legal advisor to Citigroup Global Markets Inc. and Truist Securities, Inc.