ITEM 8.01 OTHER EVENTS




On November 24, 2020, Spirit Realty Capital, Inc. (the "Company") and Spirit
Realty, L.P. (the "Operating Partnership") entered into an equity distribution
agreement (the "equity distribution agreement") with BofA Securities, Inc.,
BTIG, LLC, 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 the
forward purchasers (as defined below), providing for the offer and sale of
shares of the Company's common stock, $0.05 par value per share (the "common
stock"), having an aggregate gross sales price of up to $500.0 million through
the agents, as its sales agents or, if applicable, as forward sellers (as
defined below), or directly to the agents acting as principals. Upon entry into
the equity distribution agreement, the Company terminated its prior
at-the-market
offering program pursuant to the amended and restated equity distribution
agreement dated as of February 22, 2019 (as amended, the "prior equity
distribution agreement"), entered into with the agents and forward purchasers.
At the time of the termination of the prior equity distribution agreement, an
aggregate gross sales price of $130,003,473 of the common stock remained unsold
under the prior equity distribution agreement.
Sales of shares of its common stock, if any, made through the agents, as the
Company's sales agents or, if applicable, as forward sellers pursuant to the
equity distribution agreement, may be made in sales deemed to be
"at-the-market
offerings" as defined in Rule 415 under the Securities Act of 1933, as amended
(the "Securities Act"), including (1) by means of ordinary brokers' transactions
on the New York Stock Exchange at market prices prevailing at the time of sale,
in negotiated transactions or as otherwise agreed by the Company, the applicable
agent and the applicable investor, (2) to or through any market maker or (3) on
or through any other national securities exchange or facility thereof, trading
facility of a securities association or national securities exchange,
alternative trading system, electronic communication network or other similar
market venue.
The agents are not required to sell any specific number or dollar amount of
shares of its common stock but will use their commercially reasonable efforts
consistent with its normal trading and sales practices as its sales agents or as
forward sellers and subject to the terms of the equity distribution agreement
and, in the case of shares offered through such agents as forward sellers, the
relevant forward sale agreement to sell the shares of the Company's common
stock, as instructed by the Company and, in the case of shares offered through
such agents as forward sellers, the relevant forward purchaser. The shares of
the Company's common stock offered and sold through the agents, as its sales
agents or as forward sellers, pursuant to the equity distribution agreement will
be offered and sold through only one agent on any given day.
Each agent will receive from the Company a commission that will not exceed, but
may be lower than, 2.0% of the gross sales price of shares of its common stock
sold through it as its sales agent. Under the terms of the equity distribution
agreement, the Company may also sell shares of its common stock to each of the
agents, as principal, at a price agreed upon at the time of sale. If the Company
sells shares of its common stock to any agent as principal, the Company will
enter into a separate terms agreement with the agent, setting forth the terms of
such transaction, and the Company will describe the agreement in a separate
prospectus supplement or pricing supplement. In connection with each forward
sale agreement, the Company will pay the applicable agent, acting as forward
seller in connection with such forward sale agreement, a commission, in the form
of a reduction to the initial forward price under the related forward sale
agreement, at a mutually agreed rate that will not (except as provided below)
exceed, but may be lower than, 2.0% of the gross sales price per share of the
borrowed shares of its common stock sold through such agent, as forward seller,
during the applicable forward selling period for such shares (subject to certain
possible adjustments to such gross sales price for daily accruals and any
quarterly dividends having an
"ex-dividend"
date during such forward selling period).
The equity distribution agreement contemplates that, in addition to the issuance
and sale by the Company of shares of its common stock to or through the agents,
the Company may enter into separate forward sale agreements, with each of BofA
Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan
Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Wells
Fargo Securities, LLC, or one of their respective affiliates (in such capacity,
each, a "forward purchaser" and, collectively, the "forward purchasers"). If the
Company enters into a forward sale agreement with any forward purchaser, the
Company expects that such forward purchaser (or its affiliate) will attempt to
borrow from third parties and sell, through the relevant agent, acting as sales
agent
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for such forward purchaser, shares of its common stock to hedge such forward
purchaser's exposure under such forward sale agreement. The Company will not
initially receive any proceeds from any sale of shares of its common stock
borrowed by a forward purchaser (or its affiliate) and sold through a forward
seller.
The Company currently expects to fully physically settle each forward sale
agreement, if any, with the relevant forward purchaser on one or more dates
specified by the Company on or prior to the maturity date of such forward sale
agreement, although, as discussed below, the Company will generally have the
right, subject to certain exceptions, to elect cash settlement or net share
settlement instead of physical settlement for any of the shares the Company has
agreed to sell under such forward sale agreement. If the Company elects or is
deemed to have elected to physically settle any forward sale agreement by
delivering shares of its common stock, the Company will receive an amount of
cash from the relevant forward purchaser equal to the product of (1) the forward
price per share under such forward sale agreement and (2) the number of shares
of common stock as to which the Company has elected or is deemed to have elected
physical settlement, subject to the price adjustment and other provisions of
such forward sale agreement. Each forward sale agreement will provide that the
forward price will be subject to adjustment on a daily basis based on a floating
interest rate factor equal to a specified daily rate less a spread. In addition,
the forward price will be subject to decrease on certain dates specified in the
relevant forward sale agreement by the amount per share of quarterly dividends
the Company expects to declare on its common stock during the term of such
forward sale agreement. If the specified daily rate is less than the applicable
spread on any day, the interest rate factor will result in a daily reduction of
the forward price.
The Company intends to contribute the net proceeds it receives from the issuance
and sale by the Company of any shares of its common stock to or through the
agents and any net proceeds it receives pursuant to any forward sale agreements
with the relevant forward purchasers to the Operating Partnership in exchange
for common units of the Operating Partnership. The Operating Partnership intends
to use such net proceeds for general corporate purposes, which may include
repaying or repurchasing indebtedness (including amounts outstanding from time
to time under its revolving credit facility and 2020 term loans), working
capital and capital expenditures, and potential future acquisitions.
Any shares of common stock that the Company may offer, issue and sell, and any
shares of borrowed common stock that the forward purchasers may offer and sell,
pursuant to the equity distribution agreement will be offered and sold pursuant
to an effective shelf registration statement filed with the Securities and
Exchange Commission on October 13, 2020 (File Nos.
333-249459
and
333-249459-01)
and a prospectus supplement dated November 24, 2020 and an accompanying
prospectus dated October 13, 2020 filed with the Securities and Exchange
Commission 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 issued 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.
The equity distribution agreement (which includes, as an exhibit thereto, the
form of the forward sale agreement) is filed as Exhibit 1.1 to this Current
Report. The description of certain provisions of the equity distribution
agreement and the forward sale agreement appearing in this Current Report is not
complete and is subject to, and qualified in its entirety by reference to, the
equity distribution agreement (including such form of forward sale agreement
included therein) filed herewith as an exhibit to this Current Report and
incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS




(d) Exhibits.
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 1.1      Equity Distribution Agreement, dated as of November 24, 2020, by and
        among Spirit Realty Capital, Inc., Spirit Realty, L.P. and BofA
        Securities, Inc., BTIG, LLC, 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, as sales agents,
        principals and/or (except in the case of BTIG, LLC, Capital One
        Securities, Inc., Fifth Third Securities, Inc., Regions Securities LLC,
        Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc.)
        forward sellers, 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).

99.1      Form of forward sale agreement, between the Company and a forward
        purchaser (included in Exhibit 1.1 hereto).

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

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