---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-024224"
form_type: "8-K"
ticker: null
cik: "0001538990"
company_name: "STORE CAPITAL LLC"
filed_at: "2023-02-03T23:59:59+00:00"
generated_at: "2026-06-20T01:01:06.383233+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# STORE Capital completes $32.25/share going-private merger with GIC and Oak Street

## Summary
- All outstanding common stock acquired for $32.25 per share cash; NYSE listing suspended and deregistration initiated.
- Entered $2.0B secured term loan (SOFR+2.75%), $500M unsecured revolver and $600M unsecured term loan.
- All directors and officers resigned; new board appointed, led by CEO Mary Fedewa.
- Issued 125 Series A Preferred Units at $1,000/unit with 12% cumulative distribution.
- Commences change of control offer to repurchase $100M Series B and $200M Series C senior notes at par plus interest.

## SEC filing metadata
- accession: 0001193125-23-024224
- form_type: 8-K
- cik: 0001538990
- company_name: STORE CAPITAL LLC
- filed_at: 2023-02-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 1.02, 2.03, 3.01, 3.02, 5.03, 3.03, 5.01, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/d404467d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-024224
- JSON: https://secwatch.observer/filing/0001193125-23-024224.json
- Plain text: https://secwatch.observer/filing/0001193125-23-024224.txt

## Key facts
- Executive change
  Jesse Hom was appointed as Director at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Director
  source text: Mary B. Fedewa, Adam Gallistel, Jesse Hom, Michael Reiter, Daniel Santiago and Marc Zahr were appointed to the Board of Directors of Merger Sub
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  David Alexander McElyea was appointed as Executive Vice President - Data Analytics & Business Strategy at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Executive Vice President - Data Analytics & Business Strategy
  source text: David Alexander McElyea – Executive Vice President - Data Analytics & Business Strategy
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Marc Zahr was appointed as Director at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Director
  source text: Mary B. Fedewa, Adam Gallistel, Jesse Hom, Michael Reiter, Daniel Santiago and Marc Zahr were appointed to the Board of Directors of Merger Sub
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Mary B. Fedewa was appointed as Director at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Director
  source text: Mary B. Fedewa, Adam Gallistel, Jesse Hom, Michael Reiter, Daniel Santiago and Marc Zahr were appointed to the Board of Directors of Merger Sub
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Adam Gallistel was appointed as Director at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Director
  source text: Mary B. Fedewa, Adam Gallistel, Jesse Hom, Michael Reiter, Daniel Santiago and Marc Zahr were appointed to the Board of Directors of Merger Sub
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Catherine D. Rice resigned as Director at STORE CAPITAL LLC.
  - Action: resigned
  - Role: Director
  source text: each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Craig A. Barnett was appointed as Executive Vice President – Underwriting & Portfolio Management at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Executive Vice President – Underwriting & Portfolio Management
  source text: Craig A. Barnett – Executive Vice President – Underwriting & Portfolio Management
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Lori Markson was appointed as Executive Vice President – Portfolio Operations at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Executive Vice President – Portfolio Operations
  source text: Lori Markson – Executive Vice President – Portfolio Operations
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Jawad Ahsan resigned as Director at STORE CAPITAL LLC.
  - Action: resigned
  - Role: Director
  source text: each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  William F. Hipp resigned as Director at STORE CAPITAL LLC.
  - Action: resigned
  - Role: Director
  source text: each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Michael Reiter was appointed as Director at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Director
  source text: Mary B. Fedewa, Adam Gallistel, Jesse Hom, Michael Reiter, Daniel Santiago and Marc Zahr were appointed to the Board of Directors of Merger Sub
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Morton H. Fleischer resigned as Director at STORE CAPITAL LLC.
  - Action: resigned
  - Role: Director
  source text: each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  David Alexander McElyea departed as other_named_officer at STORE CAPITAL LLC.
  - Action: ceased
  source text: At the Merger Effective Time, Mary B. Fedewa, Craig A. Barnett, Chad A. Freed, Lori Markson, Tyler S. Maertz, David Alexander McElyea and Ashley A. Dembowski ceased to be officers of STORE by operation of the Merger.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Daniel Santiago was appointed as Director at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Director
  source text: Mary B. Fedewa, Adam Gallistel, Jesse Hom, Michael Reiter, Daniel Santiago and Marc Zahr were appointed to the Board of Directors of Merger Sub
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Joseph M. Donovan resigned as Director at STORE CAPITAL LLC.
  - Action: resigned
  - Role: Director
  source text: each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Mary B. Fedewa was appointed as President, Chief Executive Officer and Assistant Secretary at STORE CAPITAL LLC.
  - Action: appointed
  - Role: President, Chief Executive Officer and Assistant Secretary
  source text: Mary B. Fedewa – President, Chief Executive Officer and Assistant Secretary
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Tyler S. Maertz was appointed as Executive Vice President - Acquisitions at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Executive Vice President - Acquisitions
  source text: Tyler S. Maertz – Executive Vice President - Acquisitions
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  David M. Edwards resigned as Director at STORE CAPITAL LLC.
  - Action: resigned
  - Role: Director
  source text: each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Mary B. Fedewa resigned as Director at STORE CAPITAL LLC.
  - Action: resigned
  - Role: Director
  source text: each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Tyler S. Maertz departed as other_named_officer at STORE CAPITAL LLC.
  - Action: ceased
  source text: At the Merger Effective Time, Mary B. Fedewa, Craig A. Barnett, Chad A. Freed, Lori Markson, Tyler S. Maertz, David Alexander McElyea and Ashley A. Dembowski ceased to be officers of STORE by operation of the Merger.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Craig A. Barnett departed as other_named_officer at STORE CAPITAL LLC.
  - Action: ceased
  source text: At the Merger Effective Time, Mary B. Fedewa, Craig A. Barnett, Chad A. Freed, Lori Markson, Tyler S. Maertz, David Alexander McElyea and Ashley A. Dembowski ceased to be officers of STORE by operation of the Merger.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Ashley A. Dembowski was appointed as Senior Vice President – Corporate Controller & Chief Accounting Officer at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Senior Vice President – Corporate Controller & Chief Accounting Officer
  source text: Ashley A. Dembowski – Senior Vice President – Corporate Controller & Chief Accounting Officer
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Tawn Kelley resigned as Director at STORE CAPITAL LLC.
  - Action: resigned
  - Role: Director
  source text: each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Chad A. Freed departed as other_named_officer at STORE CAPITAL LLC.
  - Action: ceased
  source text: At the Merger Effective Time, Mary B. Fedewa, Craig A. Barnett, Chad A. Freed, Lori Markson, Tyler S. Maertz, David Alexander McElyea and Ashley A. Dembowski ceased to be officers of STORE by operation of the Merger.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Lori Markson departed as other_named_officer at STORE CAPITAL LLC.
  - Action: ceased
  source text: At the Merger Effective Time, Mary B. Fedewa, Craig A. Barnett, Chad A. Freed, Lori Markson, Tyler S. Maertz, David Alexander McElyea and Ashley A. Dembowski ceased to be officers of STORE by operation of the Merger.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Chad A. Freed was appointed as Executive Vice President – General Counsel, Chief Compliance Officer and Secretary at STORE CAPITAL LLC.
  - Action: appointed
  - Role: Executive Vice President – General Counsel, Chief Compliance Officer and Secretary
  source text: Chad A. Freed – Executive Vice President – General Counsel, Chief Compliance Officer and Secretary
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Mary B. Fedewa departed as other_named_officer at STORE CAPITAL LLC.
  - Action: ceased
  source text: At the Merger Effective Time, Mary B. Fedewa, Craig A. Barnett, Chad A. Freed, Lori Markson, Tyler S. Maertz, David Alexander McElyea and Ashley A. Dembowski ceased to be officers of STORE by operation of the Merger.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Quentin P. Smith, Jr. resigned as Director at STORE CAPITAL LLC.
  - Action: resigned
  - Role: Director
  source text: each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Executive change
  Ashley A. Dembowski departed as other_named_officer at STORE CAPITAL LLC.
  - Action: ceased
  source text: At the Merger Effective Time, Mary B. Fedewa, Craig A. Barnett, Chad A. Freed, Lori Markson, Tyler S. Maertz, David Alexander McElyea and Ashley A. Dembowski ceased to be officers of STORE by operation of the Merger.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- M&A Transactions
  STORE CAPITAL LLC underwent a change of control involving Ivory Parent, LLC and Ivory REIT, LLC (affiliates of GIC and Oak Street Real Estate Capital) for Not specified in the provided excerpt. (closed 2023-02-03).
  - Action: change of control
  - Counterparty: Ivory Parent, LLC and Ivory REIT, LLC (affiliates of GIC and Oak Street Real Estate Capital)
  - Consideration: Not specified in the provided excerpt.
  - Closing: 2023-02-03
  source text: This Current Report on Form 8-K is being filed in connection with the completion on February 3, 2023 (the “ Closing Date ”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 15, 2022 (the “ Merger Agreement ”), by and among STORE Capital Corporation, a Maryland corporation (“ STORE ”), Ivory Parent, LLC, a Delaware limited liability company (“ Parent ”), and Ivory REIT, LLC, a Delaware limited liability company (“ Merger Sub ” and, together with Parent, the “ Parent Parties ”). The Parent Parties are affiliates of GIC, a global institutional investor, and Oak Street Real Estate Capital, a division of Blue Owl Capital, Inc. Pursuant to the Merger Agreement, on the Closing Date, STORE merged with and into Merger Sub (the “ Merger ”), with Merger Sub surviving (the “ Surviving Entity ”) as a subsidiary of Parent and Ivory SuNNNs LLC, an affiliate of GIC, and the separate existence of STORE ceased.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Material Agreements
  STORE CAPITAL LLC terminated Second Amended and Restated Credit Agreement with KeyBank, as administrative agent valued at Senior unsecured revolving credit facility of up to $600 million with sublimit of $200 million for s (effective 2023-02-03).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: KeyBank, as administrative agent
  - Value: Senior unsecured revolving credit facility of up to $600 million with sublimit of $200 million for s
  - Effective: 2023-02-03
  source text: STORE repaid in full all indebtedness, liabilities and other obligations outstanding under, and terminated, (i) the Second Amended and Restated Credit Agreement, dated June 3, 2021, by and among STORE, as borrower, KeyBank, as administrative agent, and the other lenders and parties identified therein, which provided for a senior unsecured revolving credit facility of up to $600 million, with a sublimit of $200 million for swingline loans and $75 million for letters of credit
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Material Agreements
  STORE CAPITAL LLC entered into Fifth Supplemental Indenture with Wilmington Trust, National Association valued at Assumed obligations under $1.425 billion aggregate principal amount of senior notes: $350M 4.50% due (effective 2023-02-03).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Wilmington Trust, National Association
  - Value: Assumed obligations under $1.425 billion aggregate principal amount of senior notes: $350M 4.50% due
  - Effective: 2023-02-03
  source text: Fifth Supplemental Indenture In connection with the completion of the Merger, on the Closing Date, the Company, STORE and Wilmington Trust, National Association, a national banking association, as trustee (the “ Trustee ”), entered into the Supplemental Indenture No. 5 (the “ Fifth Supplemental Indenture ”) to the Indenture, dated as of March 15, 2018, between STORE and the Trustee, as supplemented by the Supplemental Indenture No. 1, dated as of March 15, 2018, the Supplemental Indenture No. 2, dated as of February 28, 2019, the Supplemental Indenture No. 3, dated as of November 18, 2020, and the Supplemental Indenture No. 4, dated as of November 17, 2021 (the base indenture, as so supplemented, the “ Indenture ”), pursuant to which the Company assumed STORE’s obligations under the Indenture and the following outstanding securities issued thereunder: (i) $350 million aggregate principal amount of 4.50% Senior Notes due 2028; (ii) $350 million aggregate principal amount of 4.625% Senio
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm
- Material Agreements
  STORE CAPITAL LLC terminated Term Loan Agreement with KeyBank, as administrative agent valued at Senior unsecured term loan of $600 million. (effective 2023-02-03).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: KeyBank, as administrative agent
  - Value: Senior unsecured term loan of $600 million.
  - Effective: 2023-02-03
  source text: and (ii) the Term Loan Agreement, dated as of April 28, 2022, by and among STORE, as borrower, KeyBank, as administrative agent, and the other lenders and parties identified therein, which provided for a senior unsecured term loan of $600 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1538990/000119312523024224/0001193125-23-024224-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.