STORE Capital Corporation (NYSE:STOR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On June23, 2017, STORE Capital Corporation (the Company) issued
and sold 18,621,674 shares of the Companys common stock, par
value $0.01 per share (the Shares), to National Indemnity Company
(the Investor), at a price of $20.25 per share, for an aggregate
purchase price of approximately $377.1 million. The issuance and
sale of the Shares were made to a Stock Purchase Agreement (the
Purchase Agreement) entered into with the Investor on June23,
2017. There were no underwriter discounts or commissions on the
Shares.

The Company intends to use the net proceeds from this offering to
repay indebtedness, to fund property acquisitions in the ordinary
course of business, for working capital and other general
corporate purposes, or a combination of the foregoing.

The Shares have not been registered under the Securities Act of
1933, as amended (the Securities Act) or the securities laws of
any state and were offered and sold to the Investor in reliance
upon the exemption from registration afforded by Section4(a)(2)
and Regulation D (Rule 506) under the Securities Act. The
Investor has represented to the Company that it is an accredited
investor as defined in Regulation D promulgated under the
Securities Act and that the Shares were being acquired for its
own account for investment and not with a view toward, or for
resale in connection with, any public sale or distribution. to
the Purchase Agreement, the Investor will be contractually
restricted from selling or otherwise disposing of the purchased
shares for a period of six months after the date of issuance.

The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text thereof, a copy of which is attached
hereto as Exhibit 1.1 and is incorporated herein by reference.

The information set forth in Item1.01 above is incorporated
herein by reference.

A copy of the press release of the Company announcing the
Purchase Agreement and issuance and sale of the Shares, dated
June26, 2017, is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.

The information disclosed under this Item7.01, including Exhibit
99.1 hereto, shall not be deemed filed for the purposes of
Section18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section.
Furthermore, the information disclosed under this Item7.01,
including Exhibit 99.1 hereto, shall not be deemed to be
incorporated by reference in the filings of the registrant under
the Securities Act.

(d) Exhibits.

The information set forth in the Exhibit Index immediately
following the page to this Current Report on Form8-K is incorporated by
reference into this Item9.01.