Spirit Realty Capital (SRC) Prices 8M Share Common Offering at $37.75/Sh

Spirit Realty Capital, Inc. (NYSE: SRC) today announced that it has priced an underwritten public offering of 8,000,000 shares of its common stock, all of which are being offered in connection with the forward sale agreement described below, at a public offering price of $37.35 per share.

J.P. Morgan and SunTrust Robinson Humphrey are acting as the joint lead book-running managers for the offering. Regions Securities LLC, Fifth Third Securities, Morgan Stanley, and Wells Fargo Securities are also book-running managers for the offering and BofA Securities, BTIG, Capital One Securities, Deutsche Bank Securities, Ladenburg Thalmann, Mizuho Securities, RBC Capital Markets, Scotiabank, Stifel and Ramirez & Co., Inc. are co-managers for the offering.

In connection with the offering of shares of common stock, the Company has entered into a forward sale agreement with J.P. Morgan (or an affiliate thereof) (which the Company refers to as the “forward purchaser”), with respect to 8,000,000 shares of the Company’s common stock. In connection with the forward sale agreement, the forward purchaser (or its affiliate) is expected to borrow from third parties and sell to the underwriters an aggregate of 8,000,000 shares of the Company’s common stock. However, the forward purchaser (or its affiliate) is not required to borrow such shares if, after using commercially reasonable efforts, it is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified conditions have not been satisfied. If the forward purchaser (or its affiliate) does not deliver and sell all of the shares of the Company’s common stock to be sold by it to the underwriters, the Company will issue and sell to the underwriters a number of shares of its common stock equal to the number of shares that the forward purchaser (or its affiliate) does not deliver and sell, and the number of shares underlying the forward sale agreement will be decreased by the number of shares that the Company issues and sells.

Pursuant to the terms of the forward sale agreement, and subject to its right to elect cash or net share settlement, the Company intends to issue and sell, upon physical settlement of the forward sale agreement up to an aggregate of 8,000,000 shares of common stock to the forward purchasers.

The underwriters of the offering have been granted a 30-day option to purchase up to 1,200,000 additional shares of the Company’s common stock. If the option to purchase additional shares of the Company’s common stock is exercised, the Company will enter into one or more additional forward sale agreements with the forward purchaser in respect of the number of shares of the Company’s common stock that are subject to exercise of the option to purchase additional shares.

The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchaser. The Company intends to contribute any cash proceeds that it receives upon settlement of the forward sale agreement and any additional forward sale agreement to its operating partnership, which intends to use such proceeds to fund potential property acquisitions and for general corporate purposes, which may include repaying or repurchasing indebtedness (including amounts outstanding from time to time under its revolving credit facility and term loan facility), working capital and capital expenditures.

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