Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-262627 and 333-262627-01
This preliminary prospectus supplement relates to an
effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To
Prospectus dated February 10, 2022)
$
Phillips Edison Grocery Center Operating Partnership I, L.P.
% Senior Notes due 20
guaranteed by
Phillips
Edison & Company, Inc.
Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership, or the issuer, is offering
$ aggregate principal amount of % senior notes due 20 , or the notes. The notes will bear interest at the rate of % per year and will mature on , 20 .
Interest on the notes is payable on and of each year, commencing on , 2025.
The issuer may redeem some or all of the notes at any time at the prices and as described under the caption Description of
NotesOur Redemption Rights. On or after , 20 ( months prior to their maturity date), we may redeem the notes, in whole or in part, at any time and from time to time, at a
redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The notes will be the issuers unsecured and unsubordinated obligations, will rank equally in right of payment with all of its other
existing and future unsecured and unsubordinated indebtedness and will be effectively subordinated in right of payment to all of its existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the
collateral securing such indebtedness), to all existing and future indebtedness and other liabilities, whether secured or unsecured, of its subsidiaries that do not guarantee the notes and of any entity it accounts for using the equity method of
accounting and to all preferred equity not owned by it, if any, in any of its subsidiaries that do not guarantee the notes and in any entity it accounts for using the equity method of accounting.
The notes will be fully and unconditionally guaranteed by Phillips Edison & Company, Inc., a Maryland corporation, or the parent
guarantor. In addition, following the original issue date of the notes, the notes will be fully and unconditionally guaranteed by each subsidiary of the parent guarantor (other than the issuer) if, and for so long as, such subsidiary, directly or
indirectly, guarantees or otherwise becomes obligated in respect of Triggering Indebtedness (as defined below). The parent guarantor generally does not have any significant operations or material assets other than its direct and indirect investments
in the issuer.
The notes are a new issue of securities with no established trading market. The issuer does not intend to apply for
listing of the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system.
Investing in
the notes involves risks. See Risk Factors beginning on page S-5 of this prospectus supplement and the matters discussed in the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange
Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
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Per Note |
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Total |
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Public offering price (1) |
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% |
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$ |
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Underwriting discount |
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% |
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$ |
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Proceeds, before expenses, to Phillips Edison Grocery Center Operating Partnership I,
L.P. |
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% |
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$ |
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(1) |
The public offering price above does not include accrued interest, if any. Interest will accrue from
September , 2024, if settlement occurs after that date. |
The notes will be ready for delivery in book-entry form only through the
facilities of The Depository Trust Company, or DTC, for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, against payment in New York,
New York on or about September , 2024.
Joint
Book-Running Managers
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J.P. Morgan |
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BMO Capital Markets |
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BofA Securities |
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US Bancorp |
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Wells Fargo Securities |
The date of this prospectus supplement is September , 2024.