Organization	9 Months Ended
Sep. 30, 2022
Organization
Organization	1. Organization STORE Capital Corporation (“STORE Capital” or “the Company”) was incorporated under the laws of Maryland on May 17, 2011 to acquire single-tenant operational real estate to be leased on a long-term, net basis to companies that operate across a wide variety of industries within the service, retail and manufacturing sectors of the United States economy. From time to time, it also provides mortgage financing to its customers. On November 21, 2014, the Company completed the initial public offering of its common stock. The shares began trading on the New York Stock Exchange on November 18, 2014 under the ticker symbol “STOR”. STORE Capital has made an election to qualify, and believes it is operating in a manner to continue to qualify, as a real estate investment trust (“REIT”) for federal income tax purposes beginning with its initial taxable year ended December 31, 2011. As a REIT, it will generally not be subject to federal income taxes to the extent that it distributes all of its taxable income to its stockholders and meets other specific requirements. Pending Merger Transaction with Affiliates of GIC and Oak Street, a Division of Blue Owl As previously announced, on September 15, 2022, the Company, Ivory Parent, LLC, a Delaware limited liability company (“Parent”), and Ivory REIT, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Merger Sub (the “Merger”). Upon completion of the Merger, Merger Sub will survive and the separate existence of the Company will cease. The Merger and the other transactions contemplated by the Merger Agreement were unanimously approved and declared advisable by the board of directors of the Company (the “Company Board”). The Parent Parties are, as of the date hereof, affiliates of GIC, a global institutional investor, and will be, as of the date on which the closing of the Merger occurs, affiliates of GIC and funds managed or advised by Oak Street Real Estate Capital, a division of Blue Owl Capital, Inc. (collectively, the “Sponsors”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each outstanding share of Company common stock will be automatically cancelled and converted into the right to receive an amount in cash equal to $32.25 (the “Merger Consideration”), without interest. Except for the payment of its regular quarterly dividend per share of Company common stock for the fiscal quarter ended September 30, 2022 in an amount of $0.41 per share, which was paid on October 17, 2022 to stockholders of record as of September 30, 2022, during the term of the Merger Agreement, the Company may not pay dividends, except as necessary to preserve its tax status as a real estate investment trust; provided that any such dividends would result in an offsetting decrease to the Merger Consideration. The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct business in the ordinary course consistent with past practice in all material respects, subject to certain exceptions, during the period between the execution of the Merger Agreement and the consummation of the transaction. The Merger Agreement is subject to certain closing conditions, including the approval of the transaction by an affirmative vote of the holders of at least a majority of the outstanding shares of the Company’s common stock entitled to vote thereon and, with respect to the Parent’s obligation to consummate the Merger, the clearance by the Committee on Foreign Investment in the United States of the Merger and the transactions contemplated by the Merger Agreement. The obligations of the parties to consummate the Merger are not subject to any financing condition. Subject to the satisfaction or waiver of such closing conditions, the transaction is expected to close during the first quarter of 2023.

Organization

9 Months Ended

Sep. 30, 2022

1. Organization

STORE Capital Corporation (“STORE Capital” or “the Company”) was incorporated under the laws of Maryland on May 17, 2011 to acquire single-tenant operational real estate to be leased on a long-term, net basis to companies that operate across a wide variety of industries within the service, retail and manufacturing sectors of the United States economy. From time to time, it also provides mortgage financing to its customers.

On November 21, 2014, the Company completed the initial public offering of its common stock. The shares began trading on the New York Stock Exchange on November 18, 2014 under the ticker symbol “STOR”.

STORE Capital has made an election to qualify, and believes it is operating in a manner to continue to qualify, as a real estate investment trust (“REIT”) for federal income tax purposes beginning with its initial taxable year ended December 31, 2011. As a REIT, it will generally not be subject to federal income taxes to the extent that it distributes all of its taxable income to its stockholders and meets other specific requirements.

Pending Merger Transaction with Affiliates of GIC and Oak Street, a Division of Blue Owl

As previously announced, on September 15, 2022, the Company, Ivory Parent, LLC, a Delaware limited liability company (“Parent”), and Ivory REIT, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Merger Sub (the “Merger”). Upon completion of the Merger, Merger Sub will survive and the separate existence of the Company will cease. The Merger and the other transactions contemplated by the Merger Agreement were unanimously approved and declared advisable by the board of directors of the Company (the “Company Board”). The Parent Parties are, as of the date hereof, affiliates of GIC, a global institutional investor, and will be, as of the date on which the closing of the Merger occurs, affiliates of GIC and funds managed or advised by Oak Street Real Estate Capital, a division of Blue Owl Capital, Inc. (collectively, the “Sponsors”).

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each outstanding share of Company common stock will be automatically cancelled and converted into the right to receive an amount in cash equal to $32.25 (the “Merger Consideration”), without interest. Except for the payment of its regular quarterly dividend per share of Company common stock for the fiscal quarter ended September 30, 2022 in an amount of $0.41 per share, which was paid on October 17, 2022 to stockholders of record as of September 30, 2022, during the term of the Merger Agreement, the Company may not pay dividends, except as necessary to preserve its tax status as a real estate investment trust; provided that any such dividends would result in an offsetting decrease to the Merger Consideration.

The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct business in the ordinary course consistent with past practice in all material respects, subject to certain exceptions, during the period between the execution of the Merger Agreement and the consummation of the transaction. The Merger Agreement is subject to certain closing conditions, including the approval of the transaction by an affirmative vote of the holders of at least a majority of the outstanding shares of the Company’s common stock entitled to vote thereon and, with respect to the Parent’s obligation to consummate the Merger, the clearance by the Committee on Foreign Investment in the United States of the Merger and the transactions contemplated by the Merger Agreement. The obligations of the parties to consummate the Merger are not subject to any financing condition. Subject to the satisfaction or waiver of such closing conditions, the transaction is expected to close during the first quarter of 2023.