UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: February 18, 2022
(Date of earliest event reported)
Essential Properties Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 001-38530 | | 82-4005693 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 902 Carnegie Center Blvd., Suite 520 | | |
| Princeton, New Jersey | | 08540 |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | (609) 436-0619 |
| Not Applicable |
| (Former name or Former Address, if changed since last report.) |
| | | | | |
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common stock, $0.01 par value | | EPRT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01. Entry into a Material Definitive Agreement.
On February 18, 2022, Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), and Essential Properties, L.P., the Company’s operating partnership and a Delaware limited partnership (the “Operating Partnership”), entered into an amendment (the “First Amendment”) to a credit agreement dated November 26, 2019, among the Company, the Operating Partnership, Capital One, National Association, as Administrative Agent, and the lenders party thereto (the “Credit Agreement”), relating to its $430.0 million term loan with an original maturity date of November 26, 2026 (the “Capital One Term Loan”). The First Amendment, among other things, reduced the Applicable Margin, as defined, extended the maturity of the Capital One Term Loan to February 18, 2027 and made certain other changes consistent with market terms and conditions. The Capital One Term Loan initially bears interest at an annual rate of applicable Adjusted Term SOFR plus an Applicable Margin. A copy of the First Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
| | First Amendment to Credit Agreement, dated as of February 18, 2022 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: February 22, 2022 | ESSENTIAL PROPERTIES REALTY TRUST, INC. |
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| By: | /s/ Mark E. Patten |
| | Mark E. Patten |
| | Executive Vice President, Treasurer and Chief Financial Officer |
