September 17, 2012
Mr. Michael McTiernan
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | Spirit Realty Capital, Inc. |
Registration Statement on Form S-11 (SEC File No. 333-177904)
Dear Mr. McTiernan:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Spirit Realty Capital, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 2:00 p.m., Eastern Time, on September 19, 2012, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that between September 10, 2012 and September 19, 2012 the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated September 10, 2012 (the “Preliminary Prospectus”):
No. of Copies | ||
Institutions | 4519 | |
Others | 2717 | |
Total | 7236 |
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[SIGNATURE PAGE FOLLOWS]
1
Very truly yours,
MORGAN STANLEY & CO. LLC
MACQUARIE CAPITAL (USA) INC.
UBS SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
RBC CAPITAL MARKETS, LLC
By: MORGAN STANLEY & CO. LLC | By: DEUTSCHE BANK SECURITIES INC. | |||||||
By | /s/ Jim Collins | By | /s/ Brad LaConte | |||||
Name: Jim Collins | Name: Brad LaConte | |||||||
Title: Managing Director | Title: Director | |||||||
By: MACQUARIE CAPITAL (USA) INC. | By | /s/ Francis Windels | ||||||
Name: Francis Windels Title: Managing Director | ||||||||
By | /s/ Timothy B. Gould | |||||||
Name: Timothy B. Gould | ||||||||
Title: Managing Director | ||||||||
By | /s/ Peter Bruce | |||||||
Name: Peter Bruce | ||||||||
Title: Senior Vice President | ||||||||
By: UBS SECURITIES LLC | BY: RBC CAPITAL MARKETS, LLC | |||||||
By | /s/ James Park | By | /s/ Jennifer Caruso | |||||
Name: James Park | Name: Jennifer Caruso | |||||||
Title: Managing Director | Title: Director | |||||||
By | /s/ Mohammad Tabibian | |||||||
Name: Mohammad Tabibian | ||||||||
Title: Associate Director |
For themselves and as Representatives of the
other Underwriters named in Schedule I of the
Underwriting Agreement.
(Spirit Realty Capital, Inc. – Underwriters’ Acceleration Request)