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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