UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

January 27, 2016

Date of Report (Date of earliest event reported)

STORE Capital Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (480) 256-1100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement.

On January 27, 2016, STORE Capital Corporation, a Maryland corporation (the “Company”), entered into an Underwriting Agreement dated January 27, 2016, among the Company, STORE Holding Company, LLC (the “Selling Stockholder”), and Goldman, Sachs & Co. (the “Underwriter”), a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference (the “Underwriting Agreement”).  Pursuant to the Underwriting Agreement, the Selling Stockholder agreed to sell to the Underwriter an aggregate of 12,173,914 shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”).  In addition, the Selling Stockholder agreed to sell to the Underwriter, at the option of the Underwriter, up to an additional 1,826,086 shares of the Company’s Common Stock.  The shares sold by the Selling Stockholder pursuant to the Underwriting Agreement were offered in a public offering at a public offering price per share of $23.00.  The Underwriter exercised its option in full, and the offering closed on February 1, 2016.

In connection with the offering described above, Kutak Rock LLP issued its opinion with respect to certain U.S. federal income tax matters, which opinion is attached hereto and incorporated herein by reference as Exhibit 8.1.

Item 7.01.  Regulation FD Disclosure.

On January 27, 2016, the Company issued a press release announcing the Selling Stockholder’s offering of Common Stock described in Item 1.01 of this Report.  A copy of the press release is attached hereto as Exhibit 99.1.  The Company also issued a press release announcing the pricing of the offering on January 27, 2016.  A copy of the press release is attached hereto as Exhibit 99.2.  On February 1, 2016, the Company issued a press release announcing the closing of the offering.  A copy of the press release is attached hereto as Exhibit 99.3.  The information contained in the press releases shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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