# Essential Properties Plans $450 Million Exchangeable Notes Offering

By John Kim

Canonical URL: https://www.tokenpost.com/news/business/41937
Published: 2026-10-27T18:36:34.000Z
Updated: 2026-10-27T18:36:34.000Z
Section: Business

> The debt is scheduled to come due on Jan. 15, 2032. Pricing terms remain unset, and the proposed sale is subject to market conditions.

Essential Properties Realty Trust Inc. plans a $450 million exchangeable-notes offering due in 2032, with net proceeds intended for capped-call transactions and repayment of revolving-credit borrowings.

The trust’s operating partnership, Essential Properties, L.P., would issue the notes in a private offering to qualified institutional buyers under Rule 144A. The proposed sale is subject to market conditions. The notes would be senior unsecured obligations of the partnership, guaranteed on a senior unsecured basis by the trust.

Initial purchasers are expected to have an option to buy up to $67.5 million more in notes. The option would allow settlement during a 13-day period beginning on and including the date of first issuance.

The notes would pay interest twice a year, on Jan. 15 and July 15, starting July 15, 2027. The notes would mature Jan. 15, 2032. The interest rate and initial exchange rate will be set when the offering is priced.

Noteholders could exchange the notes under certain conditions and during specified periods. The partnership would pay cash up to the principal amount exchanged. It could settle any amount above that in cash, common shares or a combination of the two.

The partnership plans to use net proceeds for capped-call transactions and to reduce amounts outstanding under its revolving credit facility. The capped calls are intended to limit potential dilution or offset some cash payments when notes are exchanged. If the stock rises above the capped-call cap price, the transactions may no longer offset all dilution or related cash payments.

The internally managed real estate investment trust owns mainly properties leased to one tenant under long-term agreements, serving businesses focused on services or experiences. As of Sept. 30, 2026, its portfolio had 2,580 freestanding net-lease properties and was 99.6% leased, with a 14.2-year weighted average lease term.