Item 1.01 Entry into a Material Definitive Agreement.

On November 17, 2021, STORE Capital Corporation (the "Company") completed its public offering of $375.0 million aggregate principal amount of 2.700% Senior Notes due 2031 (the "Notes"). The terms of the Notes are governed by an indenture, dated as of March 15, 2018, between the Company and Wilmington Trust Company, as trustee (the "Trustee"), as supplemented by the Supplemental Indenture No. 4, dated as of November 17, 2021, between the Company and the Trustee (the base indenture, as so supplemented, the "Indenture").

The Notes will bear interest at the rate of 2.700% per year and will mature on December 1, 2031. Interest on the Notes will accrue from and including November 17, 2021 and will be paid semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2022. The Indenture also contains various restrictive covenants, including limitations on the Company's ability to incur additional secured and unsecured indebtedness.

The Notes were issued pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333- 253628), which became effective upon filing with the Securities and Exchange Commission on February 26, 2021, and a prospectus supplement dated November 9, 2021, as the same may be amended or supplemented.

The summary of the Notes set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the text of the supplemental indenture, including the form of the Notes, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated herein by reference.

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

Off-Balance Sheet Arrangement of a Registrant.

On November 17, 2021, the Company completed the public offering of the Notes. The Notes are senior unsecured obligations of the Company. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit     Description

 4.1          Supplemental Indenture No. 4, dated as of November 17, 2021, between
            STORE Capital Corporation and Wilmington Trust Company

 5.1          Opinion of DLA Piper LLP (US) regarding legality of the Notes

 8.1          Opinion of DLA Piper LLP (US) regarding certain tax matters

23.1        Consent of DLA Piper LLP (US) (included in
            Exhibits   5.1   and   8.1  )

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

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