Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration File Nos. 333-284765 and 333-284765-01
Relating to Preliminary Prospectus Supplement dated June 12, 2025
to Prospectus dated February 7, 2025
Pricing Term Sheet
Phillips Edison Grocery Center Operating Partnership I, L.P.
$350,000,000 5.250% Senior Notes due 2032
June 12, 2025
| Issuer: | Phillips Edison Grocery Center Operating Partnership I, L.P. | |
| State of Formation: | Delaware | |
| Guarantor: | Phillips Edison & Company, Inc. | |
| Expected Ratings* (Moody’s/S&P): | Baa2 / BBB | |
| Security: | 5.250% Senior Notes due 2032 | |
| Aggregate Principal Amount: | $350,000,000 | |
| Maturity Date: | August 15, 2032 | |
| Interest Rate: | 5.250% per annum | |
| Interest Payment Dates: | August 15 and February 15, commencing February 15, 2026 | |
| Price to Public: | 99.832% of the aggregate principal amount | |
| Yield to Maturity: | 5.276% | |
| Benchmark Treasury: | 4.125% due May 31, 2032 | |
| Spread to Benchmark Treasury: | +112.5 basis points | |
| Benchmark Treasury Price / Yield: | 99-27 / 4.151% | |
| Optional Redemption: | Prior to June 15, 2032 (2 months prior to the Maturity Date of the Notes), “make-whole” redemption at the Treasury Rate (as defined) plus 20 basis points, plus accrued and unpaid interest thereon to the redemption date. On and after June 15, 2032, (2 months prior to the Maturity Date of the Notes), at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest thereon to the redemption date. See the preliminary prospectus supplement for the definition of “Treasury Rate” and for further terms and provisions applicable to optional redemption and the calculation of the redemption price. | |
| Trade Date: | June 12, 2025 | |
| Settlement Date: | June 17, 2025 (T+3); under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the date that is one business day preceding the settlement date will be required, by virtue of the fact that the Notes initially settle in T+3 to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes during such period should consult their advisors. | |
| CUSIP/ISIN: | 71845JAD0 / US71845JAD00 | |
| Minimum Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | Fifth Third Securities, Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC U.S. Bancorp Investments, Inc. BofA Securities, Inc. BMO Capital Markets Corp. Capital One Securities, Inc. KeyBanc Capital Markets Inc. PNC Capital Markets LLC Regions Securities LLC Wells Fargo Securities, LLC | |
| Co-Managers: | Samuel A. Ramirez & Company, Inc. | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each of the ratings above should be evaluated independently of any other security rating. |
The issuer and guarantor have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the issuer and guarantor have filed with the SEC for more complete information about the issuer and guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Tel: (212) 834-4533; Fifth Third Securities, Inc., 38 Fountain Square Plaza, Cincinnati, Ohio 45263, Attn: Syndicate Department, 1-866-531-5353; Mizuho Securities USA LLC, Toll free: 1-866-271-7403; Morgan Stanley & Co. LLC, Toll free: 1-866-718-1649; or U.S. Bancorp Investments, Inc., Toll free: 1-877-558-2607.
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