STORE CAPITAL CORPORATION
8501 East Princess Drive, Suite 190
Scottsdale, AZ 85255
November 13, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, DC 20549
Attn: Jennifer Gowetski
Re: STORE Capital Corporation
Registration Statement on Form S-11
File No. 333-198486
Dear Ms. Gowetski:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, STORE Capital Corporation (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-11 (File No. 333-198486), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Time on November 17, 2014, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”).
In connection with the acceleration request, the Company hereby acknowledges that:
(i) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(iii) the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Kutak Rock LLP, by calling Brian V. Caid at (303) 292-7793.
| Very truly yours, | |
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| STORE CAPITAL CORPORATION | |
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| By: | /s/ Michael T. Bennett |
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| Michael T. Bennett |
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| Executive Vice President – General Counsel |
November 13, 2014
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Attn: Jennifer Gowetski
Re: STORE Capital Corporation
Registration Statement on Form S-11 (File No. 333-198486)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters, hereby join the request of STORE Capital Corporation (the “Company”) that the effectiveness of the above-referenced Registration Statement be accelerated so that the Registration Statement will become effective at 4:00 P.M., Eastern Time, on November 17, 2014, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Securities and Exchange Commission.
Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated November 5, 2014, through the date hereof: 10,244 copies to prospective underwriters, institutional investors, dealers and others.
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| GOLDMAN, SACHS & CO. | |||
| CREDIT SUISSE SECURITIES (USA) LLC | |||
| MORGAN STANLEY & CO. LLC | |||
| As Representatives of the Several Underwriters | |||
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| GOLDMAN, SACHS & CO. | ||
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| By: | /s/ Benjamin T. Leahy | |
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| Name: | Benjamin T. Leahy |
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| Title: | Managing Director |
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| CREDIT SUISSE SECURITIES (USA) LLC | ||
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| By: | /s/ Stephanie M. Ruiz | |
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| Name: | Stephanie M. Ruiz |
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| Title: | Managing Director |
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| MORGAN STANLEY & CO. LLC | ||
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| By: | /s/ Tom Boyle | |
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| Name: | Tom Boyle |
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| Title: | Executive Director |