Item 8.01 Other Events.

On November 9, 2021, STORE Capital Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule I thereto, in connection with the public offering by the Company of $375 million aggregate principal amount of 2.700% Senior Notes due 2031 (the "Notes"). The Company intends to use the net proceeds from the offering to repay indebtedness, including amounts outstanding under its unsecured revolving credit facility and its STORE Master Funding Series 2013-3, Class A-2 notes, to fund property acquisitions, for working capital and other general corporate purposes, or a combination of the foregoing.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the underwriters against certain liabilities. The offering of the Notes is expected to close on November 17, 2021.

The Notes are being 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 Underwriting Agreement set forth in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is being filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits



Exhibit     Description

1.1           Underwriting Agreement, dated November 9, 2021, by and among STORE
            Capital Corporation and Goldman Sachs & Co. LLC, Wells Fargo
            Securities, LLC, Citigroup Global Markets Inc. and J.P. Morgan
            Securities LLC, as representatives of the several underwriters listed
            on Schedule I thereto.

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

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