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

June 3, 2015

Date of Report (Date of earliest event reported)

STORE Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland	001-36739	45-2280254
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

8501 East Princess Drive, Suite 190 Scottsdale, AZ	85255
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (480) 256-1100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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 7.01   Regulation FD Disclosure.

On June 3, 2015, STORE Capital Corporation, a Maryland corporation (the “Company”), issued a press release announcing the pricing of its follow-on public offering of 11,562,500 shares of common stock to be sold by the Company, and 6,937,500 shares of common stock to be sold by the selling stockholder, at a public offering price of $20.25 per share.  In connection with the offering, the selling stockholder has also granted the underwriters a 30-day option to purchase up to 2,775,000 additional shares of common stock.  The offering is expected to close on June 9, 2015, subject to customary closing conditions. A copy of the press release announcing the pricing of the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.	Description
99.1	Press Release dated June 3, 2015.

2

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.

	STORE Capital Corporation
Dated: June 3, 2015
	By:	/s/ Michael T. Bennett
		Michael T. Bennett
		Executive Vice President-General Counsel

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated June 3, 2015.

4

EX-99.1

Exhibit 99.1

STORE Capital Announces Pricing of Follow-on Offering

SCOTTSDALE, Ariz., June 3, 2015 - STORE Capital Corporation (NYSE: STOR), an internally managed net-lease real estate investment trust (REIT) that invests in Single Tenant Operational Real Estate, today announced the pricing of its follow-on public offering of 11,562,500 shares of common stock to be sold by the Company and 6,937,500 shares of common stock to be sold by the selling stockholder, at a public offering price of $20.25 per share.  In connection with the offering, the selling stockholder has also granted the underwriters a 30-day option to purchase up to 2,775,000 additional shares of common stock.  The offering is expected to close on June 9, 2015, subject to customary closing conditions.

STORE Capital intends to use the net proceeds from the primary portion of the offering to repay amounts outstanding on its revolving credit facilities and to fund property acquisitions subject to purchase contracts in the ordinary course of business. The Company will not receive any proceeds from shares of common stock to be sold by the selling stockholder.

Goldman, Sachs & Co., Credit Suisse and Morgan Stanley are joint book-running managers for the offering.  BMO Capital Markets, Citigroup, KeyBanc Capital Markets and Wells Fargo Securities are joint lead managers for the offering; and Baird, Cowen and Company, Ladenburg Thalmann & Co. Inc., Raymond James, Stifel and SunTrust Robinson Humphrey are co-managers for the offering.  The offering of these securities is being made only by means of a prospectus, copies of which may be obtained from:  Goldman, Sachs & Co., via telephone: (866) 471-2526, email: prospectus-ny@ny.email.gs.com, or standard mail: Goldman, Sachs & Co., 200 West Street, New York, NY 10282, Attention: Prospectus Department; Credit Suisse Securities (USA) LLC, via telephone: (866) 221-1037, email: newyork.prospectus@credit-suisse.com, or standard mail: Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, NY 10010, Attention: Prospectus Department; and Morgan Stanley & Co. LLC, via standard mail: Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department.

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission and has become effective under the Securities Act of 1933, as amended. This press release does not constitute an offer to sell or the solicitation of an offer to buy, 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 STORE Capital

STORE Capital Corporation is an internally managed net-lease real estate investment trust, or REIT, that is a leader in the acquisition, investment and management of Single Tenant Operational Real Estate, which is its target market and the inspiration for its name.  STORE Capital is one of the largest and fastest growing net-lease REITs and owns a large, well-diversified portfolio that consists of investments in over 1,100 property locations, substantially all of which are profit centers, in 46 states.

Contacts:

Financial Profiles

Moira Conlon, (310) 622-8220

Beth Sackovich, (310) 622-8237

STORECapital@finprofiles.com

# # #

2