UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 1, 2022
Date of Report (Date of earliest event reported)
Essential Properties Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 001-38530 | 82-4005693 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
902 Carnegie Center Boulevard, Suite 520 Princeton, New Jersey | 08540 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (609) 436-0619
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading | Name of Each Exchange on Which Registered | ||
Common Stock, $0.01 par value per share | EPRT | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
On August 4, 2022, Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), closed an underwritten public offering of 8,740,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), including 1,140,000 shares of Common Stock purchased by the underwriters pursuant to an option to purchase additional shares.
In connection with the offering, on August 1, 2022, the Company and Essential Properties, L.P., a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), entered into an underwriting agreement with Wells Fargo Securities, LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriting Agreement”), to issue and sell 7,600,000 shares of Common Stock, plus an additional 1,140,000 shares issuable upon the exercise in full of the underwriters’ option to purchase additional shares. The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about the Company, the Operating Partnership or their respective subsidiaries, and the sale of Common Stock pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Company or the Operating Partnership.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description | |
1.1 | Underwriting Agreement, dated as of August 1, 2022, among the Company and the Operating Partnership, on the one hand, and, Wells Fargo Securities, Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, on the other hand | |
5.1 | Opinion of Venable LLP as to the legality of the Common Stock | |
23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ESSENTIAL PROPERTIES REALTY TRUST, INC. | ||||||
Date: August 4, 2022 | By: | /s/ Mark E. Patten | ||||
Mark E. Patten | ||||||
Executive Vice President, Chief Financial Officer, Treasurer, and Secretary |