8-K

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

Date of Report (Date of earliest event reported) : May 24, 2023

FOUR CORNERS PROPERTY TRUST, INC.

(Exact name of registrant as specified in its charter)

591 Redwood Highway, Suite 3215, Mill Valley, California 94941

(Address of principal executive offices, including zip code)

(415) 965-8030

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On May 24, 2023, Four Corners Property Trust, Inc. (the "Company") issued a press release announcing the transaction as described under Item 8.01 below. A copy of the press release is furnished hereto as Exhibit 99.1.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

On May 18, 2023, FCPT Acquisitions, LLC, a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the "PSA") with certain third-party sellers (each a "Seller", and collectively the "Sellers") for the purchase of up to 14 Darden Restaurant, Inc. ("Darden") properties comprised of 13 Cheddar's Scratch Kitchen properties and one Olive Garden property (collectively the "Properties") for a purchase price of up to $85.0 million on initial cash rent of up to approximately $5.35 million. All of the Properties are currently operated by Darden or its subsidiaries. Each property is subject to an individual triple net lease with a Darden corporate guaranty and annual rent increases of 1.5%. The portfolio has a weighted average term of 13 years remaining.

The Company made an initial deposit under the PSA in the amount of approximately $500,000. Closing of the purchase of the Properties is subject to customary diligence and closing conditions. If the Company terminates the PSA before closing, and the termination is not based on the Sellers failure to satisfy a required condition, the escrow agent will release the deposit to the Sellers. If any of the closing conditions under the PSA are not satisfied by the Sellers, the Company may terminate the PSA and receive a refund of the deposit. If a closing occurs under the PSA, the deposit will be credited toward the purchase price. The Company will continue to examine, inspect and investigate the Properties as well as all records and other documentation provided by the Sellers. The Company may become aware of facts or conditions pertaining to the Properties as a result of its review that will cause the Company to terminate the agreement to purchase the Properties or exclude certain Properties from the transaction.

Accordingly, there can be no assurance that the Company will acquire any or all of the Properties on the terms set forth above or at all.

(d) Exhibits

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.

Date: May 24, 2023

darden14-packannouncemen

FCPT Announces Agreement to Acquire Up to 14 Darden Restaurant Properties for $85 Million Mill Valley, Calif. —(BUSINESS WIRE)— Four Corners Property Trust (NYSE:FCPT), a real estate investment trust primarily engaged in the ownership and acquisition of high-quality, net-leased restaurant and retail properties (“FCPT” or the “Company”), is pleased to announce the signing of a definitive agreement to acquire up to 14 Darden restaurant properties (13 Cheddar’s Scratch Kitchen properties and 1 Olive Garden property) for a purchase price of up to $85.0 million on initial cash rent of up to approximately $5.35 million. The transaction is expected to close in in the third quarter of 2023, subject to due diligence and customary closing conditions. The properties are located in strong retail corridors with high traffic counts and attractive demographics. The geography is spread across Tennessee (7), Indiana (3), Kentucky (3), and Ohio (1). Each property is subject to an individual triple net lease with a Darden corporate guaranty and annual rent increases of 1.5%. The portfolio has a weighted average term of 13 years remaining. Bill Lenehan, CEO of FCPT stated: “This transaction represents an opportunity for FCPT to build out our portfolio at scale with the acquisition of very high-quality real estate subject to strong long-term triple net leases. Darden is an investment grade tenant with whom we are very familiar, and Cheddar’s as a brand will add to our ongoing retail brand diversification efforts. This portfolio reflects our commitment to sourcing opportunities that match our high-quality underwriting thresholds.” About FCPT FCPT, headquartered in Mill Valley, CA, is a real estate investment trust primarily engaged in the ownership, acquisition and leasing of restaurant and retail properties. The Company seeks to grow its portfolio by acquiring additional real estate to lease, on a net basis, for use in the restaurant and retail industries. Additional information about FCPT can be found on the website at www.fcpt.com.  Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding FCPT’s intent, belief or expectations, including, but not limited to, statements regarding the anticipated consequences and benefits of the transaction and other future events and their potential effects on FCPT, including, but not limited to, statements relating to anticipated financial and operating results, the Company’s plans, objectives, expectations and intentions, cost savings and other statements. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made and, except in the normal course of FCPT’s public disclosure obligations, FCPT expressly disclaims any obligation to publicly release any updates or revisions to any forward-looking statements to reflect any change in FCPT’s expectations or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are based

on management’s current expectations and beliefs and FCPT can give no assurance that its expectations or the events described will occur as described. For a further discussion of these and other factors that could cause FCPT’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in FCPT’s most recent annual report on Form 10- K, and other risks described in documents subsequently filed by FCPT from time to time with the Securities and Exchange Commission. Four Corners Property Trust: Bill Lenehan, 415-965-8031 CEO Gerry Morgan, 415-965-8032 CFO