Business Context and Reporting Period
This Form 8-K Current Report is filed by Essential Properties Realty Trust, Inc. (the "Registrant") on June 4, 2026, with the earliest event reported occurring on June 15, 2026. The filing details the closing of a material definitive agreement regarding a new debt issuance by Essential Properties, L.P. (the "Issuer"), a subsidiary of the Registrant.
Key Financial Metrics and Transaction Details
- Debt Issuance: The Issuer closed an underwritten public offering of $400,000,000 aggregate principal amount of 5.375% Senior Notes due 2036.
- Interest Rate: 5.375% per annum, payable semi-annually on January 15 and July 15, commencing January 15, 2027.
- Maturity Date: July 15, 2036.
- Issue Price: The Notes were sold at 97.469% of the principal amount.
- Guarantee: The Notes are fully and unconditionally guaranteed by the Registrant (the "Guarantor").
- Underwriters: Wells Fargo Securities, LLC and BofA Securities, Inc. served as representatives.
- Ranking: Senior unsecured obligations, ranking equally with other existing senior unsecured indebtedness but effectively subordinated to secured indebtedness and subsidiary liabilities.
Material Changes and Covenants
The filing reports the entry into a Third Supplemental Indenture dated June 15, 2026, supplementing the Base Indenture dated June 28, 2021. Key terms include:
- Redemption: The Issuer may redeem the Notes prior to April 15, 2036, at a make-whole price (greater of present value of remaining payments discounted at Treasury Rate + 20 basis points, or 100% of principal). No make-whole premium applies for redemptions on or after April 15, 2036.
- Covenants: The Indenture includes restrictive covenants, specifically requiring the Guarantor to maintain a certain percentage of total unencumbered assets.
- Events of Default: Include failure to pay interest or principal, breach of the Guarantee, failure to comply with indenture agreements (with a 60-day cure period), failure to pay significant debt over $50 million, and bankruptcy/insolvency events.
Guidance, Outlook, and Risks
This filing is a transactional report and does not contain forward-looking guidance, management commentary on future performance, or updated financial outlooks. The primary risks disclosed relate to the debt instrument itself, including:
- Subordination Risk: The Notes are effectively subordinated to all existing and future mortgage indebtedness and secured indebtedness.
- Liquidity and Default Risk: Acceleration of the Notes may occur upon specific defaults, including failure to pay interest for 30 days or failure to cure other indenture breaches within 60 days.
Investor Verification Checklist
- Verify the net proceeds received by the Issuer after underwriting discounts and expenses (calculated as 97.469% of $400 million).
- Review the Third Supplemental Indenture (Exhibit 4.2) for specific details on the "unencumbered assets" covenant threshold.
- Confirm the use of proceeds for this offering, which is not explicitly detailed in the summary text of this 8-K.
- Assess the impact of the new $400 million debt load on the company's leverage ratios and interest coverage, given the 5.375% coupon rate.
- Check for any cross-default provisions in other existing debt agreements that might be triggered by this new issuance.