Essential Properties Realty Trust, Inc. Announces Pricing of Upsized Public Offering of Common Stock

Essential Properties Realty Trust, Inc. (NYSE: EPRT; the “Company”) announced today the pricing of an underwritten public offering of 7,700,000 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 $24.60 per share. The offering was upsized from the previously announced offering size of 7,000,000 shares of common stock, and the offering is expected to close on February 22, 2023, subject to customary closing conditions.

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

In connection with the offering of the common stock, the Company entered into forward sale agreements with BofA Securities, Citigroup and Wells Fargo Securities (or affiliates thereof) (which the Company refers to as the “forward purchasers”), with respect to 7,700,000 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 1,155,000 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 7,700,000 shares of the Company’s common stock (or an aggregate of 8,855,000 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 such shares if, after using commercially reasonable efforts, such forward purchaser 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 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 up to an aggregate of 7,700,000 shares of common stock (or an aggregate of up to 8,855,000 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. The Company intends to contribute any net proceeds from the offering upon the settlement of the forward sale agreement 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 were 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 BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, 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 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, 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 December 31, 2022, the Company’s portfolio consisted of 1,653 freestanding net lease properties with a weighted average remaining lease term of 13.9 years and a weighted average rent coverage ratio of 4.0x. As of the same date, the Company’s portfolio was 99.9% leased to 350 tenants operating 538 different brands, or concepts, in 16 industries across 48 states.

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