On November 3, 2020, Spirit Realty Capital, Inc. (the “Company”) and Spirit Realty, L.P. (the “Operating Partnership”) entered into an amendment no. 2 (the “Second Amendment”) to their existing amended and restated equity distribution agreement, as amended on February 27, 2020 (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, Truist Securities, 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 Second Amendment was to contemplate the sales of the remaining shares of the Company’s common stock pursuant to the equity distribution agreement pursuant to the Company’s new Registration Statement on Form
S-3
(Registration
No. 333-249459)
filed with the SEC on October 13, 2020. Under the existing equity distribution agreement, an aggregate gross sales price of $265,249,267 of the Company’s common stock has been offered and sold through November 3, 2020. As a result of such prior sales, as of November 3, 2020, shares of the Company’s common stock having an aggregate gross sales price of up to $234,750,733 remain available for offer and sale under the equity distribution agreement. The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment filed as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated herein by reference.
