Spirit Realty Capital, Inc. Announces Public Offering of 8,000,000 Shares of Common Stock

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 the commencement of an underwritten public offering of 8,000,000 shares of its common stock on a forward basis in connection with the forward sale agreement described below.

J.P. Morgan and SunTrust Robinson Humphrey are acting as the joint lead book-running managers for the offering.

In connection with the offering of shares of common stock, the Company expects to enter 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.

The underwriters of the offering also expect to be 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.

In connection with the forward sale agreement and any additional 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 (or an aggregate of 9,200,000 shares of the Company’s common stock if the underwriters exercise their option to purchase additional shares in full). 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 or such additional forward sale agreement will be decreased by the number of shares that the Company issues and sells.