Spirit Realty Announces Closing of Series A Preferred Stock Offering and Exercise of Over-Allotment Option in Full

DALLAS, Oct. 3, 2017 /PRNewswire/ — Spirit Realty Capital, Inc. (NYSE: SRC) (“Spirit” or the “Company”) announced today that it has closed its previously announced offering of 6,900,000 shares of 6.000% Series A Cumulative Redeemable Preferred Stock with a liquidation preference of $25.00 per share, inclusive of 900,000 shares of 6.000% Series A Cumulative Redeemable Preferred Stock issued in connection with the underwriters’ exercise of their over-allotment option, for aggregate net proceeds of $166.6 million after deducting the underwriting discount and the Company’s estimated expenses.

The Company intends to file an application to list the shares of 6.000% Series A Cumulative Redeemable Preferred Stock on the New York Stock Exchange under the symbol “SRC Pr A”. If the application is approved, trading is expected to commence within 30 days.

The Company will contribute the net proceeds from the offering to Spirit Realty, L.P., its operating partnership (the “Operating Partnership”), in exchange for preferred units of the Operating Partnership. The Operating Partnership intends to use the net proceeds from the offering to repay amounts outstanding under its revolving credit facility and for general corporate purposes.

Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC served as joint book-running managers for the preferred stock offering.

The preferred stock offering was made under an effective shelf registration statement filed with the Securities and Exchange Commission. A copy of the prospectus supplement and the accompanying prospectus relating to the preferred stock offering may be obtained by contacting: (a) Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; (b) Merrill Lynch, Pierce, Fenner & Smith Incorporated, 200 North College Street, NC1-004-03-43, Charlotte, NC 28255-0001, Attention: Prospectus Department (telephone: 1-800-294-1322 or email: dg.prospectus_requests@baml.com); or (c) Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service (telephone: 1-800-645- 3751 or email: wfscustomerservice@wellsfargo.com).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the preferred stock or any other securities, nor shall there be any offer, solicitation or sale of the preferred stock or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT SPIRIT REALTY

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

As of June 30, 2017, our diversified portfolio was comprised of 2,549 properties, including properties securing mortgage loans made by the Company. The Company’s properties comprise an aggregate gross leasable area of approximately 51 million square feet, are leased to approximately 432 tenants across 49 states and 30 industries.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This press release contains 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 such as “expect,” “plan,” “will,” “estimate,” “project,” “intend,” “believe,” “guidance,” and other similar expressions that do not relate to historical matters. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, Spirit’s continued ability to source new investments, 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 our common stock, and conditions of the equity and debt capital markets, generally), 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 our properties, the inability to enter into or renew leases at favorable rates, portfolio occupancy varying from our expectations, dependence on tenants’ financial condition and operating performance, and competition from other developers, owners and operators of real estate), the financial performance of our retail tenants and the demand for retail space, particularly with respect to challenges being experienced by general merchandise retailers, potential fluctuations in the consumer price index, risks associated with our failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended, risks and uncertainties related to the completion and timing of Spirit’s proposed spin-off of properties leased to Shopko Retail Shops Holding Corp. and certain of its affiliates and assets that collateralize Master Trust 2014 and the impact of the spin-off on Spirit’s business, and other additional risks discussed in Spirit’s most recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K. 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.