On February 27, 2020, Spirit Realty Capital, Inc. (the “Company”) and Spirit Realty, L.P. (the “Operating Partnership”) entered into an amendment (the “Amendment”) of their existing amended and restated equity distribution agreement (as amended, the “equity distribution agreement”) with BTIG, LLC, BofA Securities, Inc., Capital One Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (each, an “agent” and, collectively, the “agents”) and Bank of America, N.A., The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada and Wells Fargo Bank, National Association (in such capacity, each, a “forward purchaser and, collectively, the “forward purchasers”). The purpose of the Amendment was to add each of BTIG, LLC, BofA Securities, Inc., Capital One Securities, Inc., Fifth Third Securities, Inc., Morgan Stanley & Co. LLC and Regions Securities LLC as an agent and each of Bank of America, N.A., Mizuho Markets Americas LLC, and Morgan Stanley & Co. LLC as a forward purchaser under the equity distribution agreement. Under the existing equity distribution agreement, the Company had offered and sold shares of its common stock having an aggregate gross sales price of $253,439,017 through February 27, 2020. As a result of such prior sales, as of February 27, 2020, shares of the Company’s common stock having an aggregate gross sales price of up to $246,560,983 remain available for offer and sale under the equity distribution agreement. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated herein by reference.
In connection with the Amendment, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated February 27, 2020, to its shelf registration statement on Form
S-3
(Registration Nos.
333-220618),
which was filed with the SEC and became effective on September 25, 2017, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. An opinion of Ballard Spahr LLP with respect to the validity of shares of the Company’s common stock that may be offered and sold pursuant to this prospectus supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.
