Essential Properties plans $450M exchangeable notes offering

Essential Properties, L.P., the operating partnership of Essential Properties Realty Trust, announced on October 27, 2026, that it plans to privately place $450 million of exchangeable senior notes due 2032 with qualified institutional buyers. Initial purchasers may buy up to an additional $67.5 million, and the notes will be senior, unsecured obligations with semi-annual interest payments. Proceeds are intended to fund capped call transactions and repay borrowings under the revolving credit facility.

The financing would increase Essential Properties’ debt while providing proceeds to reduce revolving-credit borrowings. The company expects the capped call transactions to reduce potential dilution of its common stock if the notes are exchanged.

  • 1The notes will mature on January 15, 2032, unless they are repurchased, redeemed or exchanged earlier.
  • 2Initial purchasers have an option to acquire up to an additional $67.5 million of notes within 13 days of the initial issuance.
  • 3Exchanges may be settled with cash, shares of Essential Properties’ common stock, or a combination of cash and stock.
  • 4The offering is a private placement to qualified institutional buyers under Rule 144A and has not been registered under the Securities Act of 1933.

Sources