EPRT to be Acquired for $3.1B by Fortress/Mubadala JV
Ticker: EPRT · Form: 8-K · Filed: 2024-06-18T00:00:00.000Z
Sentiment: bullish
Topics: acquisition, real-estate, private-equity
TL;DR
EPRT is being bought for $3.1B by Fortress & Mubadala JV, deal expected Q4 2024.
AI Summary
Essential Properties Realty Trust, Inc. (EPRT) announced on June 17, 2024, that it has entered into a definitive agreement to be acquired by a joint venture formed by affiliates of Fortress Investment Group LLC and Mubadala Investment Company. The transaction is valued at approximately $3.1 billion, including the assumption of debt. The acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions.
Why It Matters
This significant acquisition by Fortress and Mubadala indicates strong investor confidence in the net lease real estate sector and EPRT's portfolio, potentially impacting future real estate investment trust (REIT) valuations.
Risk Assessment
Risk Level: medium — The deal is subject to closing conditions and regulatory approvals, introducing a risk of the transaction not being completed.
Key Numbers
- $3.1B — Transaction Value (Total value of the acquisition, including debt.)
- Q4 2024 — Expected Closing (Anticipated timeframe for the completion of the acquisition.)
Key Players & Entities
- Essential Properties Realty Trust, Inc. (company) — Registrant
- Fortress Investment Group LLC (company) — Acquiring party affiliate
- Mubadala Investment Company (company) — Acquiring party affiliate
- $3.1 billion (dollar_amount) — Transaction valuation
- Q4 2024 (date) — Expected closing period
FAQ
Who are the primary parties involved in the acquisition of Essential Properties Realty Trust, Inc.?
Essential Properties Realty Trust, Inc. is being acquired by a joint venture formed by affiliates of Fortress Investment Group LLC and Mubadala Investment Company.
What is the total valuation of the transaction?
The transaction is valued at approximately $3.1 billion, which includes the assumption of debt.
When is the acquisition expected to be completed?
The acquisition is expected to close in the fourth quarter of 2024.
What are the conditions for the closing of the acquisition?
The acquisition is subject to customary closing conditions.
What is the filing date of this Current Report on Form 8-K?
The filing date of this Current Report on Form 8-K is June 18, 2024, reporting an event on June 17, 2024.
Filing Stats: 1,944 words · 8 min read · ~6 pages · Grade level 12.7 · Accepted 2024-06-18 17:24:40
Key Financial Figures
- $0.01 — ange on which registered Common Stock, $0.01 par value per share EPRT New York Stock
- $500.0 million — an aggregate gross sales price of up to $500.0 million (the "Shares"), through the Agents, as
- $116.6 million — ment, an aggregate gross sales price of $116.6 million of the Common Stock remained unsold und
Filing Documents
- eprt-20240617.htm (8-K) — 39KB
- exhibit11-8xkjune2024.htm (EX-1.1) — 383KB
- exhibit51-8xkjune2024.htm (EX-5.1) — 21KB
- venablelogo.jpg (GRAPHIC) — 54KB
- 0001628280-24-028861.txt ( ) — 714KB
- eprt-20240617.xsd (EX-101.SCH) — 2KB
- eprt-20240617_lab.xml (EX-101.LAB) — 22KB
- eprt-20240617_pre.xml (EX-101.PRE) — 13KB
- eprt-20240617_htm.xml (XML) — 3KB
01 Other Events
Item 8.01 Other Events. On June 17, 2024, Essential Properties Realty Trust, Inc. (the "Company") and Essential Properties, L.P. (the "Operating Partnership") entered into an ATM Equity Offering Sales Agreement (the "Sales Agreement") with BofA Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., Capital One Securities, Inc., Citigroup Global Markets Inc., Evercore Group L.L.C., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Mizuho Securities USA LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, an "Agent" and, collectively, the "Agents") and the Forward Purchasers (as defined below), providing for the offer and sale of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $500.0 million (the "Shares"), through the Agents, as its sales agents or, if applicable, as forward sellers, or directly to the Agents as principals. Upon entry into the Sales Agreement, the Company terminated its prior at-the-market offering program pursuant to the ATM Equity Offering Sales Agreement dated as of May 2, 2022 (as amended, the "Prior Sales Agreement"), entered into with the agents and forward purchasers named therein. At the time of the termination of the Prior Sales Agreement, an aggregate gross sales price of $116.6 million of the Common Stock remained unsold under the Prior Sales Agreement. The Shares may be offered and sold in amounts and at times to be determined by the Company from time to time. Actual offers and sales, if any, will depend on a variety of factors to be determined by the Company and the Agents from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company o
01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 1.1 ATM Equity Offering Sales Agreement dated June 17, 2024 5.1 Opinion of Venable LLP 23.1 Consent of Venable LLP (contained in opinion filed as Exhibit 5.1 hereto) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursua nt 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. Date: June 18, 2024 Essential Properties Realty Trust, Inc. By: /s/ Mark E. Patten Mark E. Patten Executive Vice President, Chief Financial Officer, Treasurer and Secretary