UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 8.01 | Other Events. |
On April 15, 2021, Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), closed an underwritten public offering of 8,222,500 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), including 1,072,500 shares of Common Stock purchased by the underwriters pursuant to an option to purchase additional shares.
In connection with the offering, on April 12, 2021, 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 Citigroup Global Markets Inc., BofA Securities, Inc. and Barclays Capital Inc., as representatives of the several underwriters named therein (the “Underwriting Agreement”), to issue and sell 7,150,000 shares of Common Stock, plus an additional 1,072,500 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 No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of April 12, 2021, among the Company and the Operating Partnership, on the one hand, and Citigroup Global Markets Inc., BofA Securities, Inc. and Barclays Capital 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: April 15, 2021 | By: | /s/ Mark E. Patten | ||||
| Mark E. Patten | ||||||
| Chief Financial Officer, Treasurer and Executive Vice President | ||||||