Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance

Sheet Arrangement of a Registrant.




On August 6, 2020, Spirit Realty, L.P. (the "Issuer"), a Delaware limited
partnership and subsidiary of Spirit Realty Capital, Inc. (the "Guarantor"),
completed an underwritten public offering of $450,000,000 aggregate principal
amount of its 3.200% Senior Notes due 2031 (the "Notes").
The Notes are fully and unconditionally guaranteed by the Guarantor (the
"Guarantee"). The terms of the Notes are governed by an indenture, dated as of
August 18, 2016 (the "Base Indenture"), by and between the Issuer and U.S. Bank
National Association, as trustee (the "Trustee"), as supplemented by a fifth
supplemental indenture, dated as of August 6, 2020 (the "Fifth Supplemental
Indenture" and, together with the Base Indenture, the "Indenture"), by and among
the Issuer, the Guarantor and the Trustee. The Indenture contains various
restrictive covenants, including limitations on the ability of the Guarantor and
its subsidiaries, including the Issuer, to incur additional indebtedness and
requirements to maintain a pool of unencumbered assets. Copies of the Base
Indenture and the Fifth Supplemental Indenture, including the form of Notes and
the Guarantee, the terms of which are incorporated herein by reference, are
attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form
8-K.
The purchase price paid by the underwriters for the Notes was 98.352% of the
principal amount thereof. The Notes are the Issuer's senior unsecured
obligations and rank equally in right of payment with all of the Issuer's other
existing and future senior unsecured indebtedness. However, the Notes are
effectively subordinated in right of payment to all of the Issuer's existing and
future mortgage indebtedness and other secured indebtedness (to the extent of
the collateral securing the same) and to all existing and future indebtedness
and other liabilities, whether secured or unsecured, of the Issuer's
subsidiaries and of any entity the Issuer accounts for using the equity method
of accounting and to all preferred equity not owned by the Issuer, if any, in
its subsidiaries and of any entity the Issuer accounts for using the equity
method of accounting. The Notes bear interest at 3.200% per annum. Interest is
payable on February 15 and August 15 of each year, beginning February 15, 2021,
until the maturity date of February 15, 2031.
The Notes will be redeemable in whole at any time or in part from time to time,
at the Issuer's option, at a redemption price equal to the sum of:

     •    an amount equal to 100% of the principal amount of the Notes to be
          redeemed plus accrued and unpaid interest and liquidated damages, if any,
          up to, but not including, the redemption date; and



  •   a make-whole premium calculated in accordance with the Indenture.

Notwithstanding the foregoing, if any of the Notes are redeemed on or after November 15, 2030 (three months prior to the maturity date of the Notes), the redemption price will not include a make-whole premium. Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:



     •    default for 30 days in the payment of any installment of interest under
          the Notes;



     •    default in payment of the principal amount or redemption price due with
          respect to the Notes, when the same becomes due and payable;



     •    the Guarantee is not (or is claimed by the Guarantor in writing to the
          trustee not to be) in full force and effect (other than in accordance
          with the terms of the Indenture) with respect to the Notes;



     •    failure by the Issuer or the Guarantor to comply with any of the
          agreements contained in the Notes or the Indenture with respect to the
          Notes upon receipt of notice of such default by the trustee or by holders
          of not less than 25% in aggregate principal amount of the Notes then
          outstanding and failure to cure (or obtain a waiver of) such default
          within 60 days after receipt of such notice;

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     •    failure to pay any indebtedness that is (a) of the Issuer or the
          Guarantor, any subsidiary in which the Issuer or Guarantor has invested
          at least $50,000,000 in capital or any entity in which the Issuer is the
          general partner of managing member, and (b) in an outstanding principal
          amount in excess of $50,000,000 at final maturity or upon acceleration
          after the expiration of any applicable grace period, which indebtedness
          is not discharged, or such default in payment or acceleration is not
          cured or rescinded, within 60 days after written notice to the Issuer
          from the trustee (or to the Issuer and the trustee from holders of at
          least 25% in principal amount of the outstanding Notes); and



     •    certain events in bankruptcy, insolvency or reorganization, or court
          appointment of a receiver, liquidator or trustee of the Issuer,
          Guarantor, or any significant subsidiary (as defined in the Indenture) or
          all or substantially all of their respective property.


The descriptions of the Indenture and the Fifth Supplemental Indenture in this
Current Report on Form
8-K
are summaries and are qualified in their entirety by the terms of the Indenture
and the Fifth Supplemental Indenture, respectively.

Item 8.01 Other Events.




On August 3, 2020, the Issuer and the Guarantor entered into an underwriting
agreement (the "Underwriting Agreement") with Truist Securities, Inc., J.P.
Morgan Securities LLC, Fifth Third Securities, Inc., Regions Securities LLC and
Wells Fargo Securities, LLC, with respect to an underwritten public offering of
$450,000,000 aggregate principal amount of the Notes. A copy of the underwriting
agreement is attached as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference. The description of the Underwriting
Agreement in this Current Report on Form
8-K
is a summary and is qualified in its entirety by reference.
On August 6, 2020, the Issuer completed such underwritten public offering of
$450,000,000 aggregate principal amount of the Notes, which are fully and
unconditionally guaranteed by the Guarantor. The Notes were offered pursuant to
an effective shelf registration statement filed with the Securities and Exchange
Commission on September 25, 2017 (Registration Nos.
333-220618
and
333-220618-01),
a base prospectus, dated September 25, 2017, and a prospectus supplement, dated
August 3, 2020, filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended. In connection with the
filing of the prospectus supplement, we are filing as Exhibit 5.1 to this
Current Report on Form
8-K
an opinion of the Issuer's counsel, Latham & Watkins LLP, regarding the validity
of the Notes and related Guarantee, as Exhibit 5.2 to this Current Report on
Form
8-K
an opinion of the Guarantor's counsel, Ballard Spahr LLP, regarding certain
Maryland law issues, and as Exhibit 5.3 to this Current Report on Form
8-K
an opinion of the Operating Partnership's counsel, Richards, Layton & Finger,
P.A., regarding the validity of the Notes.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated August 3, 2020, between Spirit Realty
             Capital, Inc., Spirit Realty, L.P. and Truist Securities, Inc., J.P.
             Morgan Securities LLC, Fifth Third Securities, Inc., Regions
             Securities LLC and Wells Fargo Securities, LLC, as representatives of
             the several underwriters named therein.

 4.1           Indenture, dated as of August 18, 2016, among Spirit Realty, L.P.,
             as issuer, and U.S. Bank, National Association, as trustee
             (incorporated by reference to Exhibit 4.1 to the Current Report on
             Form 8-K of Spirit Realty Capital, Inc. filed on August 19, 2016).

 4.2           Fifth Supplemental Indenture, dated as of August 6, 2020, among
             Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as
             guarantor, and U.S. Bank National Association, as trustee, including
             the form of the Notes and the Guarantee.

 5.1           Opinion of Latham and Watkins LLP.

 5.2           Opinion of Ballard Spahr LLP.

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 5.3        Opinion of Richards, Layton & Finger, P.A.

23.1        Consent of Latham & Watkins LLP (included in Exhibit 5.1).

23.2        Consent of Ballard Spahr LLP (included in Exhibit 5.2).

23.3        Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3).

104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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