Item 8.01 Other Events.
On September 22, 2020, Essential Properties Realty Trust, Inc., a Maryland
corporation (the "Company"), closed an underwritten public offering of
10,120,000 shares of the Company's common stock, $0.01 par value per share (the
"Common Stock"), including 1,320,000 shares of Common Stock purchased by the
underwriters pursuant to an option to purchase additional shares.
In connection with the offering, on September 17, 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 BofA Securities, Inc., Barclays Capital Inc. and
Citigroup Global Markets Inc., as representatives of the several underwriters
named therein (the "Underwriting Agreement"), to issue and sell 8,800,000 shares
of Common Stock, plus an additional 1,320,000 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.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of September 17, 2020, among the
Company and the Operating Partnership, on the one hand, and BofA
Securities, Inc., Barclays Capital 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)
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document).
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