Spirit Realty Capital, Inc. Announces Public Offering of 8,500,000 Shares of Common Stock

DALLAS–(BUSINESS WIRE)–Spirit Realty Capital, Inc. (NYSE:SRC) (“Spirit” or the “Company”)
announced today the commencement of an underwritten public offering of
8,500,000 shares of its common stock on a forward basis in connection
with the forward sale agreements described below.

J.P. Morgan and BofA Merrill Lynch are acting as the joint lead
book-running managers for the offering.

In connection with the offering of shares of common stock, the Company
expects to enter into forward sale agreements with J.P. Morgan and BofA
Merrill Lynch (or affiliates thereof) (which the Company refers to as
the “forward purchasers”), with respect to 8,500,000 shares of the
Company’s common stock (or an aggregate of 9,775,000 shares of the
Company’s common stock if the underwriters exercise their option to
purchase additional shares in full as described below). In connection
with the forward sale agreements, the forward purchasers are expected to
borrow from third parties and sell to the underwriters an aggregate of
8,500,000 shares of the Company’s common stock (or an aggregate of
9,775,000 shares of the Company’s common stock if the underwriters
exercise their option to purchase additional shares in full as described
below). However, a forward purchaser is not required to borrow such
shares if, after using commercially reasonable efforts, it is unable to
borrow such shares, or if borrowing costs exceed a specified threshold
or if certain specified conditions have not been satisfied. If any
forward purchaser does not deliver and sell all of the shares of the
Company’s common stock to be sold by it to the underwriters, the Company
will issue and sell to the underwriters a number of shares of its common
stock equal to the number of shares that such forward purchaser does not
deliver and sell, and the number of shares underlying the relevant
forward sale agreement will be decreased by the number of shares that
the Company issues and sells.

Pursuant to the terms of the forward sale agreements, and subject to its
right to elect cash or net share settlement, the Company intends to
issue and sell, upon physical settlement of such forward sale agreements
up to an aggregate of 8,500,000 shares of common stock (or an aggregate
of up to 9,775,000 shares of common stock if the underwriters exercise
their option to purchase additional shares in full as described below)
to the forward purchasers. The Company expects to physically settle the
forward sale agreements in full, which is expected to occur on one or
more dates no later than approximately 18 months after the date of the
prospectus supplement relating to the offering.

The underwriters of the offering also expect to be granted a 30-day
option to purchase up to 1,275,000 additional shares of the Company’s
common stock solely to cover overallotments, if any. If the option to
purchase additional shares of the Company’s common stock is exercised,
the Company will enter into one or more additional forward sale
agreements with the forward purchasers in respect of the number of
shares of the Company’s common stock that are subject to exercise of the
option to purchase additional shares.

The Company will not initially receive any proceeds from the sale of
shares of its common stock by the forward purchasers. The Company
intends to contribute any cash proceeds that it receives upon settlement
of the forward sale agreements described above to its operating
partnership, which intends to use such proceeds to fund potential
property acquisitions and for general corporate purposes, which may
include repaying or repurchasing indebtedness (including amounts
outstanding from time to time under its revolving credit facility, term
loan facility and/or delayed draw term loan facility), working capital
and capital expenditures.

All of the shares of common stock will be offered under the Company’s
effective shelf registration statement filed with the Securities and
Exchange Commission (“SEC”). A preliminary prospectus supplement and
accompanying prospectus relating to the offering will be filed with the
SEC and will be available on the SEC’s website. When available, a copy
of the preliminary prospectus supplement and accompanying prospectus
relating to the offering may be obtained from J.P. Morgan Securities
LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, Telephone: (866) 803-9204; BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC
28255-0001, Attn: Prospectus Department, E-mail: dg.prospectus_requests@baml.com;
or by visiting the EDGAR database on the SEC’s web site at www.sec.gov.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy nor will there be any sale of these
securities in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.

ABOUT SPIRIT REALTY

Spirit Realty Capital, Inc. (NYSE: SRC) is a net-lease real estate
investment trust (“REIT”) that primarily invests in single-tenant,
operationally essential real estate assets, subject to long-term, net
leases.

As of March 31, 2019, Spirit’s diversified portfolio was comprised of
1,528 properties, including properties securing mortgage loans made by
Spirit. Spirit’s properties, with an aggregate gross leasable area of
approximately 28.6 million square feet, are leased to approximately 256
tenants across 49 states and 32 industries

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other federal securities laws. These forward-looking statements can be
identified by the use of words and phrases such as “expect,” “plan,”
“will,” “estimate,” “project,” “intend,” “believe,” “guidance,”
“approximately,” “anticipate,” “may,” “should,” “seek” or the negative
of these words and phrases or similar words or phrases that are
predictions of or indicate future events or trends and that do not
relate to historical matters but are meant to identify forward-looking
statements. You can also identify forward-looking statements by
discussions of strategy, plans or intentions of management. These
forward-looking statements are subject to known and unknown risks and
uncertainties that you should not rely on as predictions of future
events. Forward-looking statements depend on assumptions, data and/or
methods which may be incorrect or imprecise and Spirit may not be able
to realize them. Spirit does not guarantee that the events described
will happen as described (or that they will happen at all). The
following risks and uncertainties, among others, could cause actual and
future events or results to differ materially from those currently
anticipated due to a number of factors, which include, but are not
limited to: industry and economic conditions; volatility and uncertainty
in the financial markets, including potential fluctuations in the
Consumer Price Index; Spirit’s continued ability to implement its
business strategy and ability to identify, underwrite, finance,
consummate, integrate and manage diversifying acquisitions or
investments; the nature and extent of future competition; increases in
our costs of borrowing as a result of changes in interest rates and
other factors; risks associated with using debt to fund Spirit’s
business activities (including refinancing and interest rate risks,
changes in interest rates and/or credit spreads, changes in the price of
Spirit’s common stock, and conditions of the equity and debt capital
markets, and ability to access debt and equity capital markets
generally); Spirit’s ability to pay down, refinance, restructure and/or
extend its indebtedness as it becomes due; Spirit’s ability to identify,
underwrite, finance, consummate, integrate and manage diversifying
acquisitions or investments; completion and timing of the offering;
Spirit’s expectation to physically settle any forward sale agreements
and its use of the net proceeds therefrom; unknown liabilities acquired
in connection with acquired properties or interests in real-estate
related entities; general risks affecting the real estate industry and
local real estate markets (including, without limitation, the market
value of Spirit’s properties, the inability to enter into or renew
leases at favorable rates, portfolio occupancy varying from Spirit’s
expectations, dependence on tenants’ financial condition and operating
performance, competition from other developers, owners and operators of
real estate, tenant defaults, potential liability relating to
environmental matters, potential illiquidity of real estate investments,
condemnations, and potential damage from natural disasters); Spirit’s
ability and willingness to renew our leases upon expiration and to
reposition our properties on the same or better terms upon expiration in
the event such properties are not renewed by tenants or we exercise our
rights to replace existing tenants upon default; the financial
performance of Spirit’s tenants and the demand for retail and restaurant
space, particularly with respect to challenges being experienced by
general merchandise retailers; Spirit’s ability or willingness to
maintain our qualification as a REIT under the Internal Revenue Code of
1986, as amended; Spirit’s ability to diversify its tenant base; the
impact of any financial, accounting, legal or regulatory issues or
litigation that may affect Spirit or its major tenants; Spirit’s ability
to manage its expanded operations; the impact of Specialty Retail Shops
Holding Corp.’s bankruptcy filing on Spirit MTA REIT; the impact of
Spirit MTA REIT’s board of trustees’ decision to accelerate its
strategic plan, including Spirit’s ability to collect amounts to which
Spirit is contractually entitled under the asset management agreement
between Spirit’s operating partnership and Spirit MTA REIT or Spirit MTA
REIT’s 10% series A preferred shares of beneficial interest upon a
resolution of Spirit MTA REIT and/or a termination of the asset
management agreement; Spirit’s ability to perform as an external manager
for Spirit MTA REIT; and other additional risks discussed in Spirit’s
most recent filings with the SEC, including its Annual Report on Form
10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking
statements are based on information that was available, and speak only,
as of the date on which they were made. Spirit expressly disclaims any
responsibility to update or revise forward-looking statements, whether
as a result of new information, future events or otherwise, except as
required by law.

Contacts

Investor Contact:
Pierre Revol
(972) 476-1403
InvestorRelations@spiritrealty.com

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