Essential Properties Realty Trust, Inc. (NYSE: EPRT; the
“Company”) announced today that it has commenced an underwritten
public offering of 8,700,000 shares of its common stock on a
forward basis in connection with the forward sale agreements
described below.
Wells Fargo Securities, BofA Securities, Citigroup, and Mizuho
are acting as the joint book-running managers for the offering.
In connection with the offering, the Company expects to enter
into forward sale agreements with Wells Fargo Securities, BofA
Securities, Citigroup, and Mizuho (or affiliates thereof) (the
“forward purchasers”), with respect to 8,700,000 shares of the
Company’s common stock.
The underwriters have been granted a 30-day option, exercisable
in whole or in part from time to time, to purchase up to an
additional 1,305,000 shares of the Company’s common stock. If the
option to purchase additional shares of the Company’s common stock
is exercised, the Company expects to enter into one or more
additional forward sale agreements with the forward purchasers in
respect of the number of shares of the Company’s common stock that
are subject to exercise of the option to purchase additional
shares.
In connection with the forward sale agreements and any
additional forward sale agreements, the forward purchasers (or
their affiliates) are expected to borrow from third parties and
sell to the underwriters an aggregate of 8,700,000 shares of the
Company’s common stock (or an aggregate of 10,005,000 shares of the
Company’s common stock if the underwriters’ option to purchase
additional shares is exercised in full). However, a forward
purchaser (or its affiliate) is not required to borrow and sell
such shares if, after using commercially reasonable efforts, such
forward purchaser (or its affiliate) is unable to borrow such
shares, or if borrowing costs exceed a specified threshold or if
certain specified conditions have not been satisfied. If a forward
purchaser (or its affiliate) does not deliver and sell all of the
shares of the Company’s common stock to be sold by it to the
underwriters, the Company will issue and sell to the underwriters a
number of shares of its common stock equal to the number of shares
that such forward purchaser (or its affiliate) did not deliver and
sell, and the number of shares underlying the relevant forward sale
agreement or such additional forward sale agreement will be
decreased by the number of shares that the Company issues and
sells.
Pursuant to the terms of the forward sale agreements and any
additional forward sale agreements, and subject to its right to
elect cash or net share settlement, the Company intends to issue
and sell, upon physical settlement of the forward sale agreements
and any additional forward sale agreements an aggregate of
8,700,000 shares of common stock (or an aggregate of up to
10,005,000 shares of common stock if the underwriters’ option to
purchase additional shares is exercised in full) to the forward
purchasers. The Company expects to physically settle the forward
sale agreements and any additional forward sale agreements within
approximately 12 months from the date of the prospectus supplement
relating to the offering.
The Company will not receive any proceeds from the sale of
shares of its common stock by the forward purchasers (or affiliates
thereof). The Company intends to contribute any net proceeds from
the settlement of the forward sale agreements to the Company’s
operating partnership in exchange for OP Units, and the operating
partnership intends to use such net proceeds for general corporate
purposes, including potential future investments.
All of the shares of common stock will be offered pursuant to
the Company’s effective shelf registration statement filed with the
Securities and Exchange Commission (the “SEC”). A preliminary
prospectus supplement and accompanying prospectus relating to the
offering will be filed with the SEC. When available, a copy of the
preliminary prospectus supplement and accompanying prospectus
relating to the offering may be obtained from Wells Fargo
Securities, LLC, Attention: Equity Syndicate Department, 30 Hudson
Yards, 500 West 33rd Street - 14th Floor, New York, NY 10001, by
telephone at 1-800-645-3751 or by email at
WFScustomerservice@wellsfargo.com; BofA Securities, NC1-022-02-25,
201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus
Department, Email: dg.prospectus_requests@bofa.com; Citigroup
Global Markets, Inc.: c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146) or Mizuho
Securities USA LLC, Attention: Equity Capital Markets, 1271 Avenue
of the Americas, New York, NY 10020, by email at
US-ECM@mizuhogroup.com, or by visiting the EDGAR database on the
SEC’s web site at www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy nor will there be any sale of these
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. When used in this press
release, the words “expect” and “will,” or the negative of these
words, or similar words or phrases that are predictions of or
indicate future events and that do not relate solely to historical
matters, are intended to identify forward-looking statements. You
can also identify forward-looking statements by discussions
regarding strategy, plans or intentions. Forward-looking statements
involve numerous risks and uncertainties and you should not rely on
them as predictions of future events. Forward-looking statements
depend on assumptions, data or methods that may be incorrect or
imprecise. The Company does not guarantee that the transactions and
events described will happen as described (or that they will happen
at all). You are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this
press release. While forward-looking statements reflect the
Company’s good faith beliefs, they are not guarantees of future
performance. The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances
after the date of this press release or to reflect the occurrence
of unanticipated events, except as required by law. In light of
these risks and uncertainties, the forward-looking events discussed
in this press release might not occur as described, or at all.
Additional information concerning factors that could cause
actual results to differ materially from these forward-looking
statements is contained from time to time in the Company’s SEC
filings, including its Annual Report on Form 10-K for the year
ended December 31, 2022 and subsequent Quarterly Reports on Form
10-Q. Copies of each filing may be obtained from the Company or the
SEC. Such forward-looking statements should be regarded solely as
reflections of the Company’s current plans and estimates. Actual
results may differ materially from what is expressed or forecast in
this press release.
About Essential Properties Realty Trust, Inc.
Essential Properties Realty Trust, Inc. is an internally managed
REIT that acquires, owns and manages primarily single-tenant
properties that are net leased on a long-term basis to companies
operating service-oriented or experience-based businesses. As of
June 30, 2023, the Company’s portfolio consisted of 1,742
freestanding net lease properties with a weighted average lease
term of 14.0 years and a weighted average rent coverage ratio of
4.1x. In addition, as of June 30, 2023, the Company’s portfolio was
99.9% leased to 360 tenants operating 560 different concepts in 16
industries across 48 states.
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version on businesswire.com: https://www.businesswire.com/news/home/20230913015458/en/
Investor/Media:
Essential Properties Realty Trust, Inc. Robert W. Salisbury, CFA
Senior Vice President, Capital Markets 609-436-0619
investors@essentialproperties.com
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