Item 1.01. Entry Into a Material Definitive Agreement.
On September 18, 2019, we issued $825,000,000
aggregate principal amount of our 4.350% Senior Notes due 2024, or the 2024 Notes, $450,000,000 aggregate principal amount of our
4.750% Senior Notes due 2026, or the 2026 Notes, and $425,000,000 aggregate principal amount of our 4.950% Senior Notes due 2029,
or the 2029 Notes, and, together with the 2024 Notes and the 2026 Notes, the Notes, in underwritten public offerings. Each series
of Notes was issued under a separate supplemental indenture, each dated as of September 18, 2019, or, collectively, the Supplemental
Indentures, to an indenture dated as of February 3, 2016, or the Base Indenture, and, together with the Supplemental Indentures,
the Indenture, between us and U.S. Bank National Association. The Notes are our senior unsecured obligations and are not guaranteed
by any of our subsidiaries. Each series of Notes has certain restrictive financial and operating covenants, including covenants
that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts,
and requires us to maintain various financial ratios.
The 2024 Notes, the 2026 Notes and the 2029
Notes bear interest at the rate of 4.350%, 4.750% and 4.950% per annum on the principal amount of the 2024 Notes, the 2026 Notes
and the 2029 Notes, respectively, payable semi-annually in arrears on April 1 and October 1 of each year. Interest will accrue
on the Notes from September 18, 2019, and the first interest payment date will be April 1, 2020. The 2024 Notes, the 2026 Notes
and the 2029 Notes will mature on October 1, 2024, October 1, 2026 and October 1, 2029, respectively, unless previously redeemed.
We intend to use the $1.68 billion of net
proceeds from the offerings of the Notes, after payment of the underwriting discounts and other estimated offering expenses payable
by us, to finance, in part, our purchase of a net lease portfolio from Spirit MTA REIT, or SMTA, for $2.4 billion in cash,
excluding transaction costs and subject to customary adjustments and prorations, or the SMTA Transaction. Pending the consummation
of the SMTA Transaction and the use of proceeds described above, we may repay amounts outstanding under our existing revolving
credit facility or use the net proceeds for general business purposes, or we may invest the net proceeds from these offerings in
short term investments, some or all of which may not be investment grade rated. We currently expect the SMTA Transaction to be
completed prior to December 31, 2019; however, in the event the SMTA Transaction is not completed on or prior to December 31,
2019 or the related purchase agreement is terminated on or at any time prior to that date, we will be required to redeem all of
the Notes then outstanding at a price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest from
September 18, 2019, or the most recent date that interest has been paid or provided for, whichever is later, to, but excluding,
the redemption date.
In addition, we may redeem, at
our option, the Notes in whole at any time or in part from time to time before they mature. In such case, the redemption
price for the Notes will equal the outstanding principal amount of the Notes being redeemed, plus accrued and unpaid
interest, if any, from September 18, 2019, or the most recent date that interest has been paid or provided for, whichever is
later, to, but excluding, the redemption date, plus the Make-Whole Amount (as defined in the Supplemental Indentures), if
any. If the 2024 Notes are redeemed on or after September 1, 2024 (one month prior to their stated maturity date), the 2026
Notes are redeemed on or after August 1, 2026 (two months prior to their stated maturity date) or the 2029 Notes are redeemed
on or after July 1, 2029 (three months prior to their stated maturity date), as the case may be, the Make-Whole Amount for
such series will equal zero. In connection with the completion of these offerings, we terminated the commitments we
previously announced from Bank of America, N.A., BofA Securities, Inc., Citigroup, Morgan Stanley Senior Funding, Inc., RBC
Capital Markets and Wells Fargo Securities LLC to make available to us a senior unsecured term loan facility, under which we
would be able to borrow up to $2.0 billion.
The foregoing descriptions of the Base Indenture,
the Supplemental Indentures and of the covenants applicable to the Notes are not complete and are subject to and qualified in their
entireties by reference to the Supplemental Indentures, which are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on
Form 8-K and the Base Indenture, which is filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on February 4, 2016, each of which is incorporated herein by reference.