8-K

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):

August 11, 2016

Spirit Realty Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland	0001-36004	20-1676382
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2727 North Harwood Drive, Suite 300, Dallas, TX 75201

(Address of principal executive offices) (Zip Code)

(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 Instructions A.2.):

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

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

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

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

ITEM 8.01 Other Events.

On August 11, 2016, Spirit Realty Capital, Inc., a Maryland corporation (the “Company”), issued a press release announcing that its operating partnership, Spirit Realty L.P., a Delaware limited partnership (the “Operating Partnership”), had commenced a private offering of senior notes. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On August 11, 2016, the Company issued a press release announcing that that the Operating Partnership had priced the previously announced private offering of $300.0 million aggregate principal amount of its 4.450% senior notes due 2026 (the “Notes”). The Notes priced at 99.378% of the principal amount, and the offering is expected to close on August 18, 2016. The Notes will be fully and unconditionally guaranteed by the Company. A copy of such press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The Operating Partnership intends to use the net proceeds from the offering to initially repay amounts outstanding under its term loan facility and to use the remaining net proceeds, if any, to reduce amounts outstanding under its revolving credit facility and for general corporate purposes. The Operating Partnership expects to redraw on its term loan facility and revolving credit facility from time to time to repay approximately $297.4 million of commercial mortgage backed securities over the next 45 days, to fund identified and potential future acquisitions and for general corporate purposes.

The Notes and the related guarantee will be offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes and the related guarantee will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

The information contained in this Current Report on Form 8-K, including exhibits hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the Notes or any other securities.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

Exhibit No.	Description
99.1	Offering Press Release dated August 11, 2016.
99.2	Pricing Press Release dated August 11, 2016.

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: August 11, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Offering Press Release dated August 11, 2016.
99.2	Pricing Press Release dated August 11, 2016.

EX-99.1

Exhibit 99.1

Spirit Realty Capital Commences Private Offering of Senior Unsecured Notes

Dallas, TX—August 11, 2016— Spirit Realty Capital, Inc. (NYSE:SRC) (“Spirit” or the “Company”), a net lease real estate investment trust (REIT) that invests in single-tenant, operationally essential real estate, today announced that its operating partnership, Spirit Realty, L.P. (the “operating partnership”), intends to offer its senior notes in a private offering (the “Notes”).  The Notes will be fully and unconditionally guaranteed by the Company.

The operating partnership intends to use the net proceeds from this offering to initially repay amounts outstanding under its term loan facility and to use the remaining net proceeds, if any, to reduce amounts outstanding under its revolving credit facility and for general corporate purposes. The operating partnership expects to redraw on its term loan facility and revolving credit facility from time to time to repay approximately $297.4 million of commercial mortgage backed securities over the next 45 days, to fund identified and potential future acquisitions and for general corporate purposes.

The Notes and the related guarantee will be offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes and the related guarantee will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Spirit Realty Capital

Spirit Realty Capital, Inc. (NYSE: SRC) is a net lease real estate investment trust (REIT) that invests in and manages a portfolio primarily of single-tenant, operationally essential real estate assets throughout the United States.  Single-tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where Spirit’s tenants conduct business activities that are essential to the generation of their sales and profits.

As of June 30, 2016, Spirit’s undepreciated gross real estate investment portfolio was approximately $8.27 billion, representing investments in 2,654 properties, including 109 properties securing mortgage loans made by Spirit. Spirit’s properties are leased to approximately 443 tenants that represent 28 diverse industries across 49 states.

Forward-Looking and Cautionary Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words such as “expects,” “plans,” “targets,” “estimates,” “projects,” “intends,” “believes,” “guidance,” and other similar expressions that do not relate to historical matters. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, Spirit’s continued ability to source new investments, risks associated with using debt and equity financing to fund Spirit’s business activities (including refinancing and interest rate risks, changes in interest rates and/

Exhibit 99.1

or credit spreads, changes in the price of Spirit’s common stock, and conditions of the debt and equity capital markets, generally, and changes in the real estate markets), unknown liabilities acquired in connection with acquired properties, portfolios of properties, or interests in real-estate related entities, risks related to the relocation of Spirit’s corporate headquarters to Dallas, Texas, general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of Spirit’s properties, the inability to enter into or renew leases at favorable rates, portfolio occupancy varying from Spirit’s expectations, dependence on tenants' financial condition and operating performance, and competition from other developers, owners and operators of real estate), potential fluctuations in the consumer price index, risks associated with Spirit’s failure to maintain its status as a REIT under the Internal Revenue Code of 1986, as amended, and additional risks discussed in Spirit’s most recent filings with the Securities and Exchange Commission from time to time, including its Annual Report on Form 10-K. Spirit expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:

(480) 315-6634

InvestorRelations@spiritrealty.com

EX-99.2

Exhibit 99.2

Spirit Realty Capital Prices Private Offering of Senior Unsecured Notes

Dallas, TX—August 11, 2016— Spirit Realty Capital, Inc. (NYSE: SRC) (“Spirit” or the “Company”), a net lease real estate investment trust (REIT) that invests in single-tenant, operationally essential real estate, today announced that its operating partnership, Spirit Realty, L.P. (the “operating partnership”), has priced its previously announced private offering of $300.0 million aggregate principal amount of its 4.450% senior notes due 2026 (the “Notes”). The Notes priced at 99.378% of the principal amount, and the offering is expected to close on August 18, 2016. The Notes will be fully and unconditionally guaranteed by the Company.

The operating partnership intends to use the net proceeds from this offering to initially repay amounts outstanding under its term loan facility and to use the remaining net proceeds, if any, to reduce amounts outstanding under its revolving credit facility and for general corporate purposes. The operating partnership expects to redraw on its term loan facility and revolving credit facility from time to time to repay approximately $297.4 million of commercial mortgage backed securities over the next 45 days, to fund identified and potential future acquisitions and for general corporate purposes.

The Notes and the related guarantee will be offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes and the related guarantee will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Spirit Realty Capital

Spirit Realty Capital, Inc. (NYSE: SRC) is a net lease real estate investment trust (REIT) that invests in and manages a portfolio primarily of single-tenant, operationally essential real estate assets throughout the United States. Single-tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where Spirit’s tenants conduct business activities that are essential to the generation of their sales and profits.

As of June 30, 2016, Spirit’s undepreciated gross real estate investment portfolio was approximately $8.27 billion, representing investments in 2,654 properties, including 109 properties securing mortgage loans made by Spirit. Spirit’s properties are leased to approximately 443 tenants that represent 28 diverse industries across 49 states.

Forward-Looking and Cautionary Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words such as “expects,” “plans,” “targets,” “estimates,” “projects,” “intends,” “believes,” “guidance,” and other similar expressions that do not relate to historical matters. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated due to a number of factors which include, but are not limited to, Spirit’s continued ability to source new investments, risks associated with using debt and equity financing to fund Spirit’s business activities (including refinancing and interest rate risks, changes in interest rates and/or credit spreads, changes in the price of Spirit’s common stock, and conditions of the debt and equity capital markets, generally, and changes in the real estate markets), unknown liabilities acquired in connection with acquired properties, portfolios of properties, or interests in real-estate related entities, risks related to the relocation of Spirit’s corporate headquarters to Dallas, Texas, general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of Spirit’s properties, the inability to enter into or renew leases at favorable rates, portfolio occupancy varying from Spirit’s expectations, dependence on tenants' financial condition and operating performance, and competition from other developers, owners and operators of real estate), potential fluctuations in the consumer price index, risks associated with Spirit’s failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended, and additional risks discussed in Spirit’s most recent filings with the Securities and Exchange Commission from time to time, including its Annual Report on Form 10-K. Spirit expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:

(480) 315-6634

InvestorRelations@spiritrealty.com