September 17, 2012
VIA EDGAR, FACSIMILE AND OVERNIGHT DELIVERY
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Attention: | Michael McTiernan, Assistant Director |
| Sandra B. Hunter, Staff Attorney |
| Howard Efron, Staff Accountant |
| Jessica Barberich, Assistant Chief Accountant |
| Re: | Spirit Realty Capital, Inc. |
| Registration Statement on Form S-11, File No. 333-177904 |
| Filed November 10, 2011, as amended |
| Acceleration Request |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Spirit Realty Capital, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced Registration Statement (the “Registration Statement”) and declare the Registration Statement, as then amended, effective as of 2:00 p.m., New York City time, on Wednesday, September 19, 2012, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Julian Kleindorfer at (213) 891-8371.
In connection with the foregoing request, the Company acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Securities and Exchange Commission
September 17, 2012
The acceleration request of Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc., UBS Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as representatives of the several Underwriters (the “Representatives”), together with supplemental information concerning the distribution of the preliminary prospectus, will be provided to you today by the Representatives.
(Signature page follows)
Page 2
Securities and Exchange Commission
September 17, 2012
| Sincerely, | ||
| Spirit Realty Capital, Inc. | ||
| By: | /s/ Michael A. Bender | |
| Michael A. Bender | ||
| Chief Financial Officer and Senior Vice President | ||
| cc: | Thomas H. Nolan, Jr., Spirit Realty Capital, Inc. |
| Peter M. Mavoides, Spirit Realty Capital, Inc. |
| Edward Sonnenschein, Latham & Watkins LLP |
| Julian T.H. Kleindorfer, Latham & Watkins LLP |
| Craig E. Chapman, Sidley Austin LLP |
| James O’Connor, Sidley Austin LLP |
| Bartholomew A. Sheehan, Sidley Austin LLP |
Page 3