Item 8.01 Other Events.

On January 14, 2020, Essential Properties Realty Trust, Inc., a Maryland corporation (the "Company"), closed an underwritten public offering of 7,935,000 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), including 1,035,000 shares of Common Stock purchased by the underwriters pursuant to an option to purchase additional shares.

In connection with the offering, on January 9, 2020, 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 Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the "Underwriting Agreement"), to issue and sell 6,900,000 shares of Common Stock, plus an additional 1,035,000 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.

On January 14, 2020, the Company issued a press release announcing the closing of the public offering of 7,935,000 shares of Common Stock. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 - Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.       Description
 1.1                Underwriting Agreement, dated as of January  9, 2020, among
                  Essential Properties Realty Trust, Inc. and Essential Properties,
                  L.P., on the one hand, and Barclays Capital 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)

99.1                Press Release dated January 14, 2020

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