June 2, 2015
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Attn: Tom Kluck
Re: STORE Capital Corporation
Registration Statement on Form S-11 (File No. 333-204290)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as the representatives of the prospective underwriters, hereby join the request of STORE Capital Corporation (the “Company”) that the effectiveness of the above-referenced Registration Statement be accelerated so that the Registration Statement will become effective at 2:00 P.M., Eastern Time, on June 3, 2015, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Securities and Exchange Commission.
Pursuant to Rule 460 under the Securities Act of 1933, and in connection with the foregoing, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated June 1, 2015, through the date hereof: approximately 6,782 copies to prospective underwriters, institutional investors, dealers and others.
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| Very truly yours, | |||
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| GOLDMAN, SACHS & CO. | |||
| CREDIT SUISSE SECURITIES (USA) LLC | |||
| MORGAN STANLEY & CO. LLC | |||
| As Representatives of the Several Underwriters | |||
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| GOLDMAN, SACHS & CO. | ||
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| By: | /s/ MATT LEAVITT | |
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| Name: | Matt Leavitt |
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| Title: | Managing Director |
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| CREDIT SUISSE SECURITIES (USA) LLC | ||
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| By: | /s/ AUREN KULE | |
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| Name: | Auren Kule |
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| Title: | Director |
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| MORGAN STANLEY & CO. LLC | ||
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| By: | /s/ MIKE CONNOR | |
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| Name: | Mike Connor |
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| Title: | Vice President |