8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2017

SPIRIT REALTY CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-36004	20-1676382
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2727 North Harwood Drive, Suite 300

Dallas, Texas 75201

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 476-1900

Not Applicable

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

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.  ☐

ITEM 7.01 REGULATION FD DISCLOSURE.

On October 27, 2017, Spirit Realty Capital, Inc. (the “Company”) announced that it received a letter from Specialty Retail Shops Holding Corp. (“Shopko”) providing an update on Shopko’s select financial results. The Company takes no responsibility for the content or accuracy of the letter, which is attached hereto as Exhibit 99.1.

The information set forth in this Item 7.01 and in the attached Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

99.1 Letter from Specialty Retail Shops Holding Corp.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Letter from Specialty Retail Shops Holding Corp.

SIGNATURES

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.

SPIRIT REALTY CAPITAL, INC.
By:	/s/ Phillip D. Joseph, Jr.
	Phillip D. Joseph, Jr. Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)

Date: October 27, 2017

EX-99.1

Exhibit 99.1

October 15, 2017

Dear Valued Vendor Partner:

As we head into the holiday season, I am writing to share with you an update on the progress we are making at Shopko. As you know, this has been a particularly difficult year for many retailers and there has been unfavorable media coverage of the retail industry, some of which has mentioned Shopko. I want to ensure you have an accurate understanding of our current status and provide some data on our performance and finances.

Our efforts are clearly having positive effects and, year to date, Shopko has made significant year-over-year improvements:

• Total company comp store sales through the second quarter were comp down (3.0%). Main Store comp store sales for the same period were comp down (2.2%). In fact, the second quarter was the third sequential quarter of Main Stores comp sales performance improvement, with a decline of (1.9%).

• Gross Margin rate through the second quarter improved +90 basis points vs. last year, with a +140 basis point improvement in the second quarter.

• Total Operating Expenses through the second quarter were lower (better) than last year by ($4.9) million.

• In the second quarter, we generated Income from Operations of $6.9 million versus last year’s ($4.8) million Loss from Operations.

• Year to date EBITDA has nearly tripled, exceeding last year by $8.7 million.

In summary, our business has improved markedly over 2016, but there is still work to be done. Thus far, we have managed to recapture about half of the EBITDA decline we saw in 2016 and expect to continue making excellent progress. Liquidity remains more than adequate to fund our ongoing operations and we are, and expect to remain, in compliance with all of the financial covenants contained in our debt instruments.

As you may have seen in press reports, we have taken the prudent step of working with financial advisors to evaluate strategic options available to us, including operational improvements and refinancing or raising new capital. We have obtained proposals from several lenders to further increase liquidity so we can continue to invest in the business. We are under no undue pressure to exercise these options.

700 Pilgrim Way | PO Box 19060 | Green Bay, WI 54307-9060 | 920-429-2211

As a valued partner, ShopKo strives to keep you informed about our business to ensure a productive relationship with you. We hope these additional details provide reassurance regarding our financials. Feel free to visit our vendor portal to view up to date financial information on a confidential, secure basis and please email vendorrelations@shopko.com if you have any additional questions you would like answered.

Thank you for your continued support.

Sincerely,

Russ Steinhorst, EVP Chief Financial
Officer & Interim Chief Executive Officer

This letter has been provided for illustrative purposes. Any views or terms contained herein are preliminary, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are subject to change. We undertake no obligations or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.