Phillips Edison & Co Inc美股招股说明书(2025-06-13版)

Phillips Edison Grocery Center OperatingPartnershipI,L.P. 5.250% Senior Notes due 2032guaranteed byPhillips Edison& Company, Inc. Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership, or the issuer, is offering $350,000,000 aggregate principal amount of5.250% senior notes due 2032, or the notes. The notes will bear interest at the rate of 5.250% per year and will mature on August15, 2032. Interest on the notes ispayable on February15 and August15 of each year, commencing on February15, 2026. The issuer may redeem some or all of the notes at any time at the prices and as described under the caption “Description of Notes—Our Redemption Rights.” Onor after June15, 2032 (two months prior to their maturity date), we may redeem the notes, in whole or in part, at any time and from time to time, at a redemption priceequal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date. The notes will be the issuer’s unsecured and unsubordinated obligations, will rank equally in right of payment with all of its other existing and future unsecuredand unsubordinated indebtedness and will be effectively subordinated in right of payment to all of its existing and future mortgage indebtedness and other securedindebtedness (to the extent of the value of the collateral securing such indebtedness), to all existing and future indebtedness and other liabilities, whether secured orunsecured, of its subsidiaries that do not guarantee the notes and of any entity it accounts for using the equity method of accounting and to all preferred equity not ownedby it, if any, in any of its subsidiaries that do not guarantee the notes and in any entity it accounts for using the equity method of accounting. The notes will be fully and unconditionally guaranteed by Phillips Edison& Company, Inc., a Maryland corporation, or the parent guarantor. In addition,following the original issue date of the notes, the notes will be fully and unconditionally guaranteed by each subsidiary of the parent guarantor (other than the issuer) if,and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of Triggering Indebtedness (as defined below). The parentguarantor generally does not have any significant operations or material assets other than its direct and indirect investments in the issuer. The notes are a new issue of securities with no established trading market. The issuer does not intend to apply for listing of the notes on any securities exchange orfor quotation of the notes on any automated dealer quotation system. Investing in the notes involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement and the mattersdiscussed in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. PerNoteTotalPublic offering price(1)99.832%$349,412,000Underwriting discount0.625%$2,187,500Proceeds, before expenses, to Phillips Edison Grocery Center Operating Partnership I, L.P.99.207%$347,224,500 (1)The public offering price above does not include accrued interest, if any. Interest will accrue from June 17, 2025, if settlement occurs after that date. The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company, or DTC, for the accounts of its participants,including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, against payment in New York, New York on orabout June17, 2025. PNCCapitalMarketsLLC WellsFargoSecurities Table of Contents TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUSCAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF NOTESBOOK-ENTRY, DELIVERY AND FORMUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSTHE COMPANYRISK FACTORSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCEGUARANTOR DISCLOSURESUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF OTHER SECURITIESGLOBAL SECURITIESDESCRIPTION OF THE OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENTMATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWSMATERIAL U.S.FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents You should rely only on the information contained in or incorporated by reference into this prospectu