ITEM 8.01 OTHER EVENTS.




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.
In connection with the Second Amendment, the Company filed with the Securities
and Exchange Commission (the "SEC") a prospectus supplement, dated November 3,
2020, to its shelf registration statement on
Form S-3
(Registration No. 333-249459), which was filed with the SEC and became effective
on October 13, 2020, 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.
This Current Report shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.



 1.1      Amendment No. 2 to Amended and Restated Equity Distribution Agreement,
        dated November 3, 2020, by and among Spirit Realty Capital, Inc., Spirit
        Realty, L.P., Truist Securities, Inc., 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 and Wells Fargo Securities, LLC,
        as sales 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, as forward purchasers

 5.1      Opinion of Ballard Spahr LLP

23.1      Consent of Ballard Spahr LLP (contained in the opinion filed as Exhibit
        5.1 hereto)

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses