Essential Properties Realty Trust (EPRT) Prices Upsized 10.44M Share Offering at $23/sh

Essential Properties Realty Trust, Inc. (NYSE: EPRT) announced today the pricing of an underwritten public offering of 10,440,000 shares of its common stock, all of which are being offered in connection with the forward sale agreements described below, at a public offering price of $23.00 per share. The offering was upsized from the previously announced offering size of 8,700,000 shares of common stock, and the offering is expected to close on September 18, 2023, subject to customary closing conditions.

Wells Fargo Securities, BofA Securities, Citigroup, and Mizuho are acting as the joint book-running managers for the offering. Truist Securities, BMO Capital Markets, Capital One Securities, TD Securities, Barclays, and Goldman Sachs & Co. LLC are acting as the book-running managers of the offering. Stifel, Huntington Capital Markets, Raymond James, and Wolfe Capital Markets and Advisory are acting as co-managers of the offering.

In connection with the offering, the Company entered into forward sale agreements with Wells Fargo Securities, BofA Securities, Citigroup, and Mizuho (or affiliates thereof) (the “forward purchasers”), with respect to 10,440,000 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 1,566,000 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 10,440,000 shares of the Company’s common stock (or an aggregate of 12,006,000 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 10,440,000 shares of common stock (or an aggregate of up to 12,006,000 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 are being offered pursuant to the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. When available, a copy of the final 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 [email protected]; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: [email protected]; 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 [email protected], 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.

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