Item 8.01 Other Events.
On August 4, 2022, Essential Properties Realty Trust, Inc., a Maryland
corporation (the "Company"), closed an underwritten public offering of 8,740,000
shares of the Company's common stock, $0.01 par value per share (the "Common
Stock"), including 1,140,000 shares of Common Stock purchased by the
underwriters pursuant to an option to purchase additional shares.
In connection with the offering, on August 1, 2022, 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 Wells Fargo Securities, LLC, BofA Securities, Inc. and Citigroup
Global Markets Inc., as representatives of the several underwriters named
therein (the "Underwriting Agreement"), to issue and sell 7,600,000 shares of
Common Stock, plus an additional 1,140,000 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 August 1, 2022, among the
Company and the Operating Partnership, on the one hand, and, Wells
Fargo Securities, 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)
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document).
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