As filed with the Securities and Exchange Commission on March 13, 2019.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
ESSENTIAL PROPERTIES REALTY TRUST, INC.
(Exact name of Registrant as specified in its governing instruments)
902 Carnegie Center Boulevard, Suite 520
Princeton, New Jersey 08540
(609) 436-0619
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Peter M. Mavoides
President and Chief Executive Officer
902 Carnegie Center Boulevard, Suite 520
Princeton, New Jersey 08540
(609) 436-0619
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
| J. Gerard Cummins, Esq. | Julian T.H. Kleindorfer, Esq. | |
| Bartholomew A. Sheehan, Esq. | Lewis W. Kneib, Esq. | |
| Sidley Austin LLP | Latham & Watkins LLP | |
| 787 Seventh Avenue | 885 Third Avenue | |
| New York, New York 10019 | New York, New York 10022 | |
| (212) 839-5300 | (212) 906-1200 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-230188
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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| Title of Securities Being registered | Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee | ||
| Common Stock, $0.01 par value per share |
$40,525,000 | $4,911.63 | ||
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| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended; this amount includes shares of common stock issuable upon the exercise of the underwriters’ option to purchase additional shares. The Registrant previously registered an offering of its common stock with a maximum aggregate offering price of $205,000,000 on a Registration Statement on Form S-11 (File No. 333-230188), for which a filing fee of $24,846 was previously paid upon the filing of such Registration Statement. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional $40,525,000 of common stock, $0.01 par value per share, of Essential Properties Realty Trust, Inc. (the “Company”), comprising the same class of securities covered by an earlier Registration Statement on Form S-11 (File No. 333-230188) (the “Prior Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act. The contents of the Prior Registration Statement, including all exhibits thereto, are incorporated by reference into this Registration Statement.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
CERTIFICATION
The Registrant hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business on March 14, 2019), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than March 14, 2019.
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INDEX TO EXHIBITS
| * | Filed as exhibit 24.1 to the Registrant’s Registration Statement on Form S-11 (File No. 333-230188) filed with the Securities and Exchange Commission on March 11, 2019. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Princeton, New Jersey on the 13th day of March 2019.
| ESSENTIAL PROPERTIES REALTY TRUST, INC. | ||
| By: | /s/ Peter M. Mavoides | |
| Name: | Peter M. Mavoides | |
| Title: | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * |
Chairman of the Board of Directors | March 13, 2019 | ||
| Paul T. Bossidy | ||||
| /s/ Peter M. Mavoides |
Director, President and Chief Executive | March 13, 2019 | ||
| Peter M. Mavoides | Officer (principal executive officer) | |||
| /s/ Hillary P. Hai |
Chief Financial Officer (principal financial | March 13, 2019 | ||
| Hillary P. Hai | and accounting officer) | |||
| * |
Director | March 13, 2019 | ||
| Todd J. Gilbert | ||||
| * |
Director | March 13, 2019 | ||
| Anthony D. Minella | ||||
| * |
Director | March 13, 2019 | ||
| Stephen D. Sautel | ||||
| * |
Director | March 13, 2019 | ||
| Joyce DeLucca | ||||
| * |
Director | March 13, 2019 | ||
| Scott A. Estes | ||||
| *By: | /s/ Hillary P. Hai | |
| Hillary P. Hai | ||
| Attorney-in-Fact |
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