0000899243-19-020099.txt : 20190723 0000899243-19-020099.hdr.sgml : 20190723 20190723160853 ACCESSION NUMBER: 0000899243-19-020099 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190722 FILED AS OF DATE: 20190723 DATE AS OF CHANGE: 20190723 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eldridge Industries, LLC CENTRAL INDEX KEY: 0001744219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38530 FILM NUMBER: 19967919 BUSINESS ADDRESS: STREET 1: 600 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2032985300 MAIL ADDRESS: STREET 1: 600 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EPRT Holdings, LLC CENTRAL INDEX KEY: 0001744064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38530 FILM NUMBER: 19967920 BUSINESS ADDRESS: STREET 1: 902 CARNEGIE CENTER BLVD. STREET 2: SUITE 520 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6094360619 MAIL ADDRESS: STREET 1: 902 CARNEGIE CENTER BLVD. STREET 2: SUITE 520 CITY: PRINCETON STATE: NJ ZIP: 08540 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boehly Todd L CENTRAL INDEX KEY: 0001744269 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38530 FILM NUMBER: 19967921 MAIL ADDRESS: STREET 1: 600 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESSENTIAL PROPERTIES REALTY TRUST, INC. CENTRAL INDEX KEY: 0001728951 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 824005693 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 902 CARNEGIE CENTER BLVD. STREET 2: SUITE 520 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6094360619 MAIL ADDRESS: STREET 1: 902 CARNEGIE CENTER BLVD. STREET 2: SUITE 520 CITY: PRINCETON STATE: NJ ZIP: 08540 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-07-22 1 0001728951 ESSENTIAL PROPERTIES REALTY TRUST, INC. EPRT 0001744219 Eldridge Industries, LLC 600 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 0001744064 EPRT Holdings, LLC 600 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 0001744269 Boehly Todd L 600 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 Common Stock 2019-07-22 4 C 0 17359745 A 17359745 I By EPRT Holdings, LLC Common Stock 2019-07-22 4 C 0 1142960 A 8928571 I By Security Benefit Life Insurance Company Common Stock 2019-07-22 4 S 0 17359745 19.5525 D 0 I By EPRT Holdings, LLC Common Stock 2019-07-22 4 S 0 8928571 19.5525 D 0 I By Security Benefit Life Insurance Company OP Units 2019-07-22 4 C 0 17359745 D Common Stock 17359745 0 I By EPRT Holdings, LLC OP Units 2019-07-22 4 C 0 1142960 D Common Stock 1142960 0 I By Security Benefit Life Insurance Company On July 22, 2019, EPRT Holdings, LLC ("EPRT") redeemed 17,359,745 OP Units and received 17,359,745 shares of common stock of Essential Properties Realty Trust, Inc. (the "Issuer") and Security Benefit Life Insurance Company ("SBL") redeemed 1,142,960 OP Units and received 1,142,960 shares of common stock of the Issuer. Each OP Unit represented a unit of limited partnership interest in Essential Properties, L.P., the operating partnership through which the Issuer conducts its operations. Each OP Unit was redeemable for cash or, at the election of the Issuer, shares of common stock of the Issuer on a one-for-one basis. The OP Units had no expiration date. These OP Units and shares of common stock of the Issuer were held directly by EPRT. EPRT is indirectly controlled by Eldridge Industries, LLC ("Eldridge"). Todd L. Boehly, the indirect controlling member of Eldridge, may have been deemed to have had voting and dispositive power with respect to the OP Units and shares of common stock of the Issuer that were beneficially owned by EPRT. Mr. Boehly disclaims that he had beneficial ownership of the OP Units and shares of common stock of the Issuer that were held by EPRT, except to the extent of his pecuniary interest therein. These OP Units and shares of common stock of the Issuer were held directly by SBL. Eldridge, as the indirect control person of SBL, had been deemed to beneficially own the OP Units and shares of common stock of the Issuer that were held directly by SBL. Todd L. Boehly, the indirect controlling member of Eldridge, may have been deemed to have had voting and dispositive power with respect to the OP Units and shares of common stock of the Issuer that were beneficially owned by Eldridge. Mr. Boehly disclaims that he had beneficial ownership of the OP Units and shares of common stock of the Issuer that were beneficially owned by Eldridge, except to the extent of his pecuniary interest therein. On July 17, 2019, the Issuer, Essential Properties, L.P., EPRT, SBL and Citigroup Global Markets Inc. (the "Underwriter") entered into an Underwriting Agreement (the "Underwriting Agreement") in connection with an underwritten public offering of the Issuer's common stock, pursuant to which EPRT agreed to sell 15,095,431 shares of common stock of the Issuer and SBL agreed to sell 7,763,975 shares of common stock of the Issuer (collectively, the "Initial Sales"). In addition, pursuant to the Underwriting Agreement, each of EPRT and SBL granted the Underwriter an option (the "Option") to purchase additional shares of common stock to cover overallotments. (Continued from footnote 4) The Underwriter exercised the Option in full on July 18, 2019, and EPRT sold an additional 2,264,314 shares of common stock of the Issuer and SBL sold an additional 1,164,596 shares of common stock of the Issuer to the Underwriter. Both the Initial Sales and the sales resulting from the exercise of the Option closed on July 22, 2019. The sales price reported in this Form 4 reflects underwriting discounts. The public offering price in the underwritten public offering was $19.75 per share. ELDRIDGE INDUSTRIES, LLC, Name: /s/ Todd Boehly 2019-07-23 EPRT HOLDINGS, LLC, Name: /s/ Anthony D. Minella, Title: Manager 2019-07-23 /s/ Todd L. Boehly 2019-07-23 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                  Exhibit 99.1

                         Form 4 Joint Filer Information



Name:                                     EPRT Holdings, LLC


Address:                                  600 Steamboat Road
                                          Greenwich CT 06830

Date of Event Requiring Statement:        07/22/19


Name:                                     Todd L. Boehly


Address:                                  600 Steamboat Road
                                          Greenwich CT 06830

Date of Event Requiring Statement:        07/22/19