SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Spirit Realty Capital, Inc.

(Name of issuer)

Common Stock, par value $0.01 per share

(Title of class of securities)

48568309

(CUSIP number)

Heidi Mortensen

Macquarie Holding (USA) Inc.

125 West 55th Street, Level 22

New York, New York 10019

(212) 321-1000

(Name, address and telephone number of person authorized to receive notices and communications)

Copy to:

Charlie Baynes-Reid

Macquarie Capital (USA) Inc.

125 W. 55th Street

New York, NY 10019

Telephone No. 212-231-1000

September 25, 2012

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or 13d-1(g), check the following box:  ¨

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP NO. 48568309 SCHEDULE 13D

1.	Name of Reporting Person; S.S. or IRS Identification     Macquarie Group Limited
2.	Check the appropriate box if a member of a group (a)  x        (b)  ¨
3.	SEC use only
4.	Source of funds     WC, OO
5.	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6.	Citizenship or place of organization     Australia
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     6,568,255
		8.	Shared voting power     0
		9.	Sole dispositive power     6,568,255
		10.	Shared dispositive power     0
11.	Aggregate amount beneficially owned by each reporting person     6,568,255 deemed beneficially owned as a result of Macquarie Group Limited being the ultimate parent company of Macquarie Group (US) Holdings No. 1 Pty, Limited
12.	Check box if the aggregate amount in Row 11 excludes certain shares  ¨
13.	Percent of class represented by amount in Row 11     8.2%1
14.	Type of reporting person     HC

¹  Based on 80,501,515 shares of Common Stock outstanding on September 25, 2012

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CUSIP NO. 48568309 SCHEDULE 13D

1.	Name of Reporting Person; S.S. or IRS Identification     Macquarie Group (US) Holdings No. 1 Pty, Limited
2.	Check the appropriate box if a member of a group (a)  x        (b)  ¨
3.	SEC use only
4.	Source of funds     WC, OO
5.	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6.	Citizenship or place of organization     Australia
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     6,568,255
		8.	Shared voting power     0
		9.	Sole dispositive power     6,568,255
		10.	Shared dispositive power     0
11.	Aggregate amount beneficially owned by each reporting person     6,568,255
12.	Check box if the aggregate amount in Row 11 excludes certain shares  ¨
13.	Percent of class represented by amount in Row 11     8.2%2
14.	Type of reporting person     CO

²  Based on 80,501,515 shares of Common Stock outstanding on September 25, 2012

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Preliminary Note

Spirit Realty Capital, Inc. (the “Company”) is a Maryland corporation formed principally to own, operate, acquire and develop single-tenant, operationally essential real estate in select markets. The Company intends to be taxed and to operate in a manner allowing it to qualify as a real estate investment trust, or REIT, for federal income tax purposes. The Company is the sole general partner of Spirit Realty Finance, L.P., a Delaware limited partnership (the “Operating Partnership”). On September 25, 2012, the Company consummated its initial public offering (the “IPO”) upon completion of which it had an aggregate of 80,501,515 Shares (as defined in Item 1 below).

For purposes of this statement:

“Closing Date” means September 25, 2012;

“Prospectus” means the Company’s prospectus relating to the IPO, dated September 20, 2012, as filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”);

“Registration Statement” means the Company’s registration statement on Form S-11 (Registration No. 333-177904) relating to the IPO, filed by the Company with the SEC on November 10, 2011, as subsequently amended by Amendments 1 through 7 thereto and declared effective by the SEC on September 19, 2012; and

“SEC” means the Securities and Exchange Commission.

Item 1. Security and Issuer.

This statement relates to shares of Common Stock, par value $0.01 per share (“Shares”), of the Company. The Company’s principal offices are located at 14631 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85254.

Item 2. Identity and Background.

This statement on Schedule 13D is being filed by Macquarie Group (US) Holding No. 1 Pty, Limited, a company formed under the laws of Australia (“MGHL”). MGHL is a private holding company engaging in the purchase and sale of investments for its own account.

MGHL is indirectly wholly-owned by Macquarie Group Limited (“MGL”), which is listed on the Australian Securities Exchange (ASX). MGL is a leading provider of banking, financial, advisory, investment and funds management services. MGL’s ownership of MGHL is held through a number of intermediary holding companies, which are Macquarie Financial Holdings Limited, Macquarie Capital Group Limited, Macquarie Capital International Holdings Pty Limited (collectively with MGL and MGHL, “Macquarie”) .

Macquarie has its principal office at Level 7, 1 Martin Place, Sydney, NSW 2000, Australia.

The directors and executive officers of MGHL are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person:

(i) name;

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(ii) business address;

(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv) citizenship.

During the last five years, neither Macquarie nor any person named in Schedule I (collectively “Reporting Persons”), has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Macquarie is a citizen of Australia. Each of the Macquarie Individual Reporting Persons, other than Charlton, is a citizen of Australia. Charlton is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Macquarie became the beneficial owner of 50.79 Shares on August 1, 2007, when it, together with a group of other private investors, acquired the then outstanding Shares (the “Privatization”) through Redford Holdco, LLC, a Delaware limited liability company (“Holdco”). The source of funding for the Privatization was obtained pursuant to certain subscription agreements, dated as of March 12, 2007, under which each member of Holdco (including Redford Australian Investment Trust, an Australian unit trust (the “Trust”)), subscribed for equity of Holdco denominated in units for the purpose of funding the Privatization (including certain transaction costs). The source of funding for the Trust’s obligations under its subscription agreement described in the immediately preceding sentence was obtained pursuant to subscription agreements, dated as of March 13, 2007, under which each unitholder of the Trust, including Macquarie, agreed to subscribe for equity of the Trust denominated in units for the purpose of funding the subscription of the Holdco units by the Trust (including certain transaction costs). The aggregate dollar amount of Macquarie’s subscription was $25,112,283. After giving effect to a 129,318.88 to 1 stock split consummated on September 10, 2012, Macquarie became the owner of record of 6,568,255 Shares upon liquidation of the Trust on the Closing Date.

Item 4. Purpose of Transaction.

The purpose of the acquisition of the Shares is for investment. Kevin Charlton is a member of the Company’s board of directors.

Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of Shares, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or other securities of the Company and (subject to the terms of the Lock-Up Agreement (as defined in Item 6 below and the description of which therein is incorporated herein by reference) in the case of Macquarie and Charlton only) transfer or dispose of any or all of its Shares, depending in any case upon an ongoing evaluation of the Reporting Persons’ investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.

None of the Reporting Persons has made a determination regarding a maximum or minimum number of Shares or other securities of the Company that it may hold at any point in time.

Also, consistent with their investment intent, a Reporting Person may engage in communications with, without limitation, one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company regarding the Company, including but not limited to its operations. During the course of such communications, the Reporting Person may advocate or oppose one or more courses of action.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

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Item 5. Interest in Securities of the Issuer.

(a), (b)	The information set forth in Rows 7 through 13 of the cover page hereto for MGHL is incorporated herein by reference. The percentage amount set forth in Row 13 of the cover page filed herewith is calculated based upon 80,501,515 Shares outstanding as of September 25, 2012.
(c)	None.
(d)	MGHL and each officer and director thereof named in Schedule I has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by MGHL as reported herein.
(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Registration Rights Agreement

MGHL entered into a Registration Rights Agreement, dated September 25, 2012, as amended (the “Registration Rights Agreement”), between the Company and the other parties named therein that provides for rights relating to the registration of such parties’ registrable Shares. Pursuant to the Registration Rights Agreement, subject to certain limitations, following the earliest to occur of (1) September 25, 2014, (2) the date the holders of “Registrable Securities” (as defined in the Registration Agreement, dated July 8, 2011, among the Company and the persons named therein (the “Registration Agreement”)) under the Registration Agreement have completed two “Underwritten Take-Downs” (as defined in the Registration Agreement) and (3) the date there are no such Registrable Securities, the holder or holders of at least fifty percent of the registrable Shares held by MGHL and certain other investors demand the Company register all or a portion of such investors’ registrable Shares under the Securities Act. No demand may be made unless the registrable Shares requested to be registered have a market value of at least $60 million on the date the request is made. The Company is are not obligated to register such registrable Shares pursuant to a “shelf registration” unless the Company is eligible to file such registration on Form S-3.

If the Company proposes to file a registration statement to register any of its securities under the Securities Act, either for its own account or for the account of any of its stockholders, the holders of its registrable shares, including MGHL, are entitled to notice of such proposed registration and are entitled to include their Shares in the registration under certain circumstances. In the event that any registration in which the holders of registrable Shares participate pursuant to the Registration Rights Agreement is an underwritten offering, the number of registrable Shares to be included may, in specified circumstances, be limited due to market conditions. The Company is required to pay all registration expenses, including the fees and expenses of one counsel to represent the selling holders, other than any underwriting discounts, selling commissions and similar discounts relating to underwriters or commissions related to sales, related to any demand or piggyback registration. The Company is also required to indemnify each participating holder with respect to each registration of registrable Shares that is effected. The foregoing summary of the Registration Rights Agreement is qualified in its entirety by the full terms and conditions of such agreement. The Registration Rights Agreement is filed as Exhibit 10.5 to the Registration Statement, which exhibit is incorporated herein by reference.

Lock-Up Agreements

MGHL entered into a lock-up agreement, dated November 8, 2012, with the Underwriter Representatives, and Kevin Charlton entered into a lock-up agreement, dated November 8, 2011, with the Underwriter Representatives (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreements, Macquarie and Kevin Charlton have agreed not to:

(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase lend or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares;

(ii) file any registration statement with the SEC relating to the offering of any Shares or any securities convertible into or exercisable or exchangeable for Shares; or

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(iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares;

whether any such transaction described above is to be settled by delivery of Shares or such other securities, in cash or otherwise, for a period of 270 days after the completion of the IPO without the prior consent of (a) Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc., UBS Securities LLC, Deutsche Bank Securities, Inc. and RBC Capital Markets LLC, as the representatives of the underwriters of the IPO (the “Underwriter Representatives”) and (b) for so long as any Lenders hold Shares, the Majority Lenders. The terms “Lenders” and “Majority Lenders” shall have the meanings provided in the Conversion Agreement, dated July 8, 2011, between the Company and the lenders party thereto (the “Conversion Agreement”). The Conversion Agreement is filed as Exhibit 10.21 to the Registration Statement, which exhibit is incorporated herein by reference. The restrictions described above do not apply to the sale of Shares to the underwriters or transactions by any person other than the Company relating to Shares or other securities acquired in open market transactions after the completion of the IPO.

The foregoing summary of the Lock-Up Agreement is qualified in its entirety by the full terms and conditions of such agreement. A form of the Lock-Up Agreement is attached as Exhibit 3 hereto, which exhibit is incorporated herein by reference.

Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) under the Securities Exchange Act of 1934, as amended.

The Lock-Up Agreement is filed herewith as Exhibit 2.

The Registration Rights Agreement among Spirit Realty Capital, Inc. and the persons named therein was filed by the Company as Exhibit 10.5 to the Registration Statement. Such exhibit is hereby incorporated herein by reference.

The Registration Agreement, dated July 8, 2011, among Spirit Realty Capital, Inc. (f/k/a Spirit Finance Corporation) and the persons named therein was filed by the Company as Exhibit 10.6 to the Registration Statement. Such exhibit is hereby incorporated herein by reference.

The Conversion Agreement among Spirit Realty Capital, Inc. and the lenders party thereto was filed by the Company as Exhibit 10.21 to the Registration Statement. Such exhibit is hereby incorporated herein by reference.

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 25, 2012

Macquarie Group Limited

/s/ Heidi Mortensen

     Heidi Mortensen

     Attorney-in-Fact

/s/ Gus Wong

     Gus Wong

     Attorney-in-Fact

Macquarie Group (US) Holdings PTY, Limited

/s/ Heidi Mortensen

     Heidi Mortensen

     Attorney-in-Fact

/s/ Gus Wong

     Gus Wong

     Attorney-in-Fact

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Schedule I

Macquarie Group Limited

The name and present principal occupation of each of the directors (Board Members) and officers (Executive Committee Members) of Macquarie Group Limited are set forth below. Unless otherwise noted, each of these persons is an Australian citizen and has as his/her business address No. 1 Martin Place, Sydney, New South Wales 2000, Australia.

Name	Principal Occupation	Country of citizenship	Business address
Board of Directors
Diane Grady	Non-Executive Voting Director	Australia
Nicholas W. Moore	Executive Voting Director	Australia
Michael J. Hawker	Non-Executive Voting Director	Australia
Peter M. Kirby	Non-Executive Voting Director	Australia
Catherine B. Livingstone	Non-Executive Voting Director	Australia
H. Kevin McCann	Non-Executive Voting Director	Australia
John R. Niland	Non-Executive Voting Director	Australia
Helen M. Nugent	Non-Executive Voting Director	Australia
Peter H. Warne	Non-Executive Voting Director	Australia
Executive Committee Members		Australia
Nicholas Moore (Chairman)	Managing Director and Chief Executive Officer of MGL	Australia
Greg Ward	Deputy Managing Director	Australia
Andrew Downe	Head of Fixed Income, Currencies and Commodities	Australia

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Peter Maher	Head of Banking and Financial Services Group	New Zealand
Stephen Allen	Head of Risk Management Group	Australia
Garry Farrell	Head of Corporate Asset and Finance Group	Australia
Stevan Vrcelj	Head of Macquarie Securities Group	Australia
Shemara Wikramanayake	Head of Macquarie Funds Group	Australia
Tim Bishop	Head of Macquarie Capital Group	Australia
Michael McLaughlin	US Country Head	United States	125 West 55th Street New York, NY 10019

MGHL

The name and present principal occupation of each of the directors of MGHL are set forth below. The Company has no executive officers. Unless otherwise noted, each of these persons is an Australian citizen and has as his/her business address No. 1 Martin Place, Sydney, New South Wales 2000, Australia.

Directors	Principal Occupation	Country of citizenship	Business address
Kevin M. Charlton	Managing Director, Macquarie	United States	125 West 55th Street New York, NY 10019
Christopher Green	Executive Director, Macquarie
Richard John Hughes	Executive Director, Macquarie
Charles Lynam	Managing Director, Macquarie

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EX-1

Exhibit 1

AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS

AGREEMENT made this 6th day of FEBRUARY, 2012 by and between Delaware Investments Family of Funds listed on Annex A hereto, Delaware Management Business Trust, Delaware Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectively referred to as the “parties”).

WHEREAS, the parties hereto may be deemed to be the direct or indirect beneficial owners of the same equity securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and

WHEREAS, the regulations promulgated under Section 13(d) of the Exchange Act permit the joining of such beneficial owners in the filing of a single Joint Acquisition Statement reporting such ownership to the Securities and Exchange Commission.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:

1. In the event that any two or more parties shall be deemed to be the direct or indirect beneficial owners of the same equity security required to be reported to the Securities and Exchange Commission such parties may join together in the filing of a Joint Acquisition Statement with respect to that security. Additional persons who may after the date hereof be deemed to be the direct or indirect beneficial owners of the same equity security as a party hereto and required to be reported to the Securities and Exchange Commission (a “New Party”) may be added as a party this agreement by signing a counterpart hereof. An amendment to this agreement is deemed effective upon the signature of such new party and the amendment of the applicable Annex which may be affixed to this agreement as amended. Each party hereto agrees that this agreement, as it may be amended from time to time as provided herein, is a valid and binding agreement of each such party.

2. With respect to each Joint Acquisition Statement in which a party joins, each party acknowledges that (a) it will be eligible under applicable regulations of the Securities and Exchange Commission to join in the filing and (b) it will be responsible for the timely filing of such statement and any amendments thereto and the completeness and accuracy of the information concerning such party; but each such party shall not be responsible for the completeness and accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information with respect to such other parties is inaccurate.

3. The parties consent to the inclusion of a copy of this agreement as an exhibit to any Joint Acquisition Statement filed on behalf of any of them.

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IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers as of the date set forth above.

DELAWARE INVESTMENTS FAMILY OF FUNDS (listed on Annex A hereto)

ATTEST BY:

/s/ Brian L. Murray	/s/ David P. O’Connor
Signature	Signature
Brian L. Murray Chief Compliance Officer	David P/ O’Connor General Counsel

DELAWARE MANAGEMENT BUSINESS TRUST

/s/ Brian L. Murray	/s/ David P. O’Connor
Signature	Signature
Brian L. Murray Chief Compliance Officer	David P/ O’Connor General Counsel

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DELAWARE MANAGEMENT HOLDINGS, INC.

/s/ Brian L. Murray	/s/ David P. O’Connor
Signature	Signature
Brian L. Murray Chief Compliance Officer	David P/ O’Connor General Counsel

THE MACQUARIE PARTIES (LISTED ON ANNEX B HERETO)

ATTEST BY:

/s/ Gus Wong	/s/ Heidi Mortensen
Signature	Signature
Gus Wong Attorney-in-Fact	Heidi Mortensen Attorney-in-Fact

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JOINT FILING AGREEMENT AMENDMENT

Macquarie Americas Corp. may be deemed to be a direct or indirect beneficial owner of the same equity securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, as the parties to the Joint Filing Agreement dated February 6^th, 2012 and hereby agree to become a Macquarie party thereto by execution of the below counterpart to such agreement.

IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers on March 2, 2012..

MACQUARIE AMERICAS CORP.

ATTEST BY:

/s/ Paul Beck	/s/ Brian Hughes
Signature	Signature
Paul Beck Executive Director	Brian Hughes Executive Director

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JOINT FILING AGREEMENT AMENDMENT

Macquarie Group (US) Holdings No. 1 Pty Ltd. may be deemed to be a direct or indirect beneficial owner of the same equity securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, as the parties to the Joint Filing Agreement dated February 6^th, 2012 and hereby agree to become a Macquarie party thereto by execution of the below counterpart to such agreement.

IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers on September 20, 2012.

Macquarie Group (US) Holdings No. 1 Pty Ltd

ATTEST BY:

/s/ Heidi Mortensen	/s/ Gus Wong
Signature	Signature
Heidi Mortensen Attorney-in-Fact	Gus Wong Attorney-in-Fact

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Annex A— Delaware Investments Family of Funds

DELAWARE GROUP EQUITY FUNDS I

DELAWARE GROUP EQUITY FUNDS II

DELAWARE GROUP EQUITY FUNDS III

DELAWARE GROUP EQUITY FUNDS IV

DELAWARE GROUP EQUITY FUNDS V

DELAWARE GROUP INCOME FUNDS

DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS

DELAWARE GROUP CASH RESERVE

DELAWARE GROUP GOVERNMENT FUND

DELAWARE GROUP STATE TAX-FREE INCOME TRUST

DELAWARE GROUP TAX-FREE FUND

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS

DELAWARE GROUP TAX-FREE MONEY FUND

DELAWARE GROUP ADVISER FUNDS

DELAWARE VIP TRUST

DELAWARE POOLED TRUST

DELAWARE GROUP FOUNDATION FUNDS

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND

VOYAGEUR INSURED FUNDS

VOYAGEUR INTERMEDIATE TAX FREE FUNDS

VOYAGEUR MUTUAL FUNDS

VOYAGEUR MUTUAL FUNDS II

VOYAGEUR MUTUAL FUNDS III

VOYAGEUR TAX FREE FUNDS

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DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

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Annex B — the Macquarie Parties

Macquarie Group Limited

Macquarie Bank Limited

Macquarie Affiliated Managers (USA) Inc.

Macquarie Affiliated Managers Holdings (USA) Inc.

Macquarie Americas Holdings Pty Ltd.

Macquarie B.H. Pty Limited

Macquarie FG Holdings Inc.

Macquarie Funding Holdings Inc.

Macquarie Investment Management Limited

Macquarie Americas Corp.

Macquarie Group (US) Holdings No. 1 Pty Ltd

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EX-2

Exhibit 2

FORM OF LOCKUP AGREEMENT

Morgan Stanley & Co. LLC

Macquarie Capital (USA) Inc.

UBS Securities LLC

Deutsche Bank Securities Inc.

RBC Capital Markets, LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

The undersigned understands that (1) Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc., UBS Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Spirit Finance Corporation, a Maryland corporation (the “Company”), and a wholly-owned subsidiary of the Company that will become a Delaware limited partnership for which a wholly-owned subsidiary of the Company will be the sole general partner (the “Operating Partnership”), providing for the public offering (the “Public Offering”) by the several underwriters, including the Representatives (the “Underwriters”), of shares of the common stock, $0.01 par value per share of the Company (the “Common Stock”) pursuant to a registration statement on Form S-11 (Registration No. 333-177904) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission and (2) the Company intends to issue restricted Common Stock to the TLC Lenders (as defined below) in connection with the conversion of the Term Loan C tranche of the loans made pursuant to the Company’s Amended and Restated Credit Agreement, dated July 8, 2011 in accordance with the Conversion Agreement (the “Conversion Agreement”), dated as of July 8, 2011, among the Company and the lenders party thereto (the “TLC Lenders”). Any lock-up letter between the undersigned and the Representatives executed prior to the date hereof is hereby superseded in its entirety by this letter and shall be of no further force or effect.

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering and in accordance with the terms of the Conversion Agreement, the undersigned hereby agrees that, without the prior written consent of (i) the Representatives on behalf of the Underwriters and (ii) following completion of the Public Offering and for so long as any TLC Lenders hold Common Stock, the Majority Lenders (as defined in and calculated in accordance with the Conversion Agreement), it will not, during the period commencing on the date hereof and ending 270 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Initial Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (including, without limitation, units in the Operating Partnership) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transactions concerning an index or basket of securities in which shares of Common Stock comprise less than ten percent of the total value of such index or basket; provided, however, that in the case of any transaction pursuant to this section (b) of this paragraph, no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Initial Restricted Period referred to in the foregoing sentence, (c) (i) gifts or other dispositions by will or intestacy (including, without limitation, any disposition from a revocable trust, family trust or similar trust arrangement providing for the distribution of assets upon death or intestacy); (ii) transfers or pledges made (w) to limited partners, members, stockholders or affiliates of the undersigned or any investment fund(s) managed by or under common investment management with the undersigned, (x) to any corporation, partnership, limited liability company or other entity all of the equity interests of which are owned, directly or

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indirectly, by the undersigned or affiliates of the undersigned or (y) in connection with restructuring of the undersigned; (iii) bona fide gifts, sales, distributions, contributions or other dispositions, in each case that are made exclusively between and among the undersigned and (w) members of the undersigned’s family, (w) affiliates of the undersigned that are controlled by, or under common control with, the undersigned, (x) any investment fund(s) managed by or under common investment management with the undersigned or (y) a trust the beneficiaries of which are, (A) a limited liability company the membership interest holders of which are, or (B) a partnership the partners of which are, exclusively the undersigned and/or members of the undersigned’s family; or (iv) donations or transfers to charitable organizations; provided, however, that in the case of any disposition pursuant to this section (c) of this paragraph (i) each donee, distributee or transferee, as applicable, shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Initial Restricted Period referred to in the foregoing sentence, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Initial Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company, (e) the transfer of shares of Common Stock pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to holders of the Common Stock involving a change of control of the Company, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this agreement, (f) the forfeiture or transfer of shares of Common Stock pursuant to a letter agreement entered into by the undersigned relating to the Conversion Agreement, or (g) transfers among the parties listed on Schedule D-1 to the Underwriting Agreement made prior to the pricing of the Public Offering; provided, however, that in the case of any disposition pursuant to sections (f) and (g) of this paragraph, (i) each recipient (other than the Company) or transferee of shares of Common Stock shall sign and deliver a lock-up letter substantially in the form of this letter (unless it has previously delivered such a lock-up letter) and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Initial Restricted Period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters and, following completion of the Public Offering and for so long as any TLC Lenders hold Common Stock, the Majority Lenders, it will not, during the Initial Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

Notwithstanding the foregoing, the Initial Restricted Period shall expire, with respect to a pro rata portion (by number of shares) of the undersigned’s Common Stock that is subject to this agreement, 90 days following the effective date of the waiver or release or other limitation, in whole or in part, of restrictions applicable to any TLC Lender under any lock-up agreement of such TLC Lender with one or more of the Underwriters. In addition, if the restrictions applicable to any holder of Common Stock under any lock-up agreement with one or more of the Underwriters that is subject to the same 270 day restricted term as this agreement are less restrictive than those contained herein or are waived, released or otherwise limited in whole or in part, then the Underwriters shall notify the undersigned as promptly as practicable of such less restrictive terms and/or of such waiver, release or other limitation (and in any event no later than the time the Underwriters agree or otherwise commit to such less restrictive terms and/or to such waiver, release or other limitation) and, concurrently therewith, the undersigned will automatically, without further action or consent required by any party, receive the full benefit of such less restrictive terms and/or such waiver, release or other limitation; provided that, for the avoidance of doubt, following completion of the Public Offering and for so long as any TLC Lenders hold Common Stock, the prior written consent of the Majority Lenders shall be required for any such waiver, release or other limitation.

If:

(1) during the last 17 days of the Initial Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2) prior to the expiration of the Initial Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Initial Restricted Period or provides notification to the Representatives of any earnings release or material news or material event that may give rise to an extension of the Initial Restricted Period;

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the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; unless the Representatives waive, in writing, such extension; provided, however, that in no event shall the Initial Restricted Period be extended beyond 288 days (or, if clause (2) above is applicable, 304 days) after the date of the Prospectus.

If the restrictions imposed by this agreement have been extended pursuant to the immediately preceding paragraph, the undersigned shall not engage in any transaction that may be restricted by this agreement during the 18-day (or, if clause (2) above is applicable, 34-day) period beginning on the last day of the Initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or the Representatives that the restrictions imposed by this agreement have expired, and, upon request of the undersigned, the Representatives will promptly confirm the date on which any extension of the restrictions imposed by this agreement shall end.

The undersigned understands that (i) the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering, (ii) the TLC Lenders are intended as, and hereby are expressly made, third-party beneficiaries of this agreement entitled to enforce the provisions of this agreement against the undersigned following completion of the Public Offering and for so long as any TLC Lenders hold Common Stock and (iii) each Sponsor (as defined in the Conversion Agreement) will sign the same form of agreement as this agreement. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company, the Operating Partnership and the Underwriters.

This agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied

This agreement shall automatically terminate upon the earlier to occur, if any, of (a) the date that the Company, on the one hand, or the Representatives on the other hand, advises the undersigned, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the offering, (b) the Company withdraws the Registration Statement registering the Common Stock or (c) the date that the Company, on the one hand, or the Representatives on the other hand, advises the undersigned, in writing that the Underwriting Agreement has been terminated before the completion of the Public Offering. Notwithstanding the foregoing, in the event that the Public Offering is not consummated on or before the date that is three months from the date of the preliminary prospectus relating to the Public Offering, this agreement shall terminate and its provisions shall be of no further force and effect.

Very truly yours,

/s/

(Name)

(Address)

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