NETSTREIT Corp. Announces Pricing of Upsized Forward Common Stock Offering
January 09 2024 - 11:40PM
Business Wire
NETSTREIT Corp. (the “Company”) announced today that it has
priced a public offering of 9,600,000 shares of its common stock at
a public offering price of $18.00 per share in connection with the
forward sale agreements described below. The Company has granted
the underwriters a 30-day option to purchase up to an additional
1,440,000 shares of common stock. The offering is expected to close
on January 12, 2024, subject to customary closing conditions.
Wells Fargo Securities and BofA Securities are acting as
book-running managers and representatives of the underwriters for
the offering. Jefferies, Truist Securities, Capital One Securities,
Scotiabank, Regions Securities LLC, TD Securities, Mizuho, Stifel
and Citigroup are acting as joint book-running managers for the
offering. Baird, BTIG, Raymond James, Wolfe Capital Markets and
Advisory, Ramirez & Co., Inc., Roberts & Ryan and Comerica
Securities are acting as co-managers for the offering.
The Company has entered into forward sale agreements with
affiliates of Wells Fargo Securities and BofA Securities (the
"forward purchasers") with respect to 9,600,000 shares of its
common stock (and expects to enter into forward sale agreements
with respect to an aggregate of 11,040,000 shares if the
underwriters exercise their option to purchase additional shares in
full). In connection with the forward sale agreements, the forward
purchasers or their affiliates are expected to borrow and sell to
the underwriters an aggregate of 9,600,000 shares of the common
stock that will be delivered in this offering (or an aggregate of
11,040,000 shares if the underwriters exercise their option to
purchase additional shares in full). Subject to its right to elect
cash or net share settlement, which right is subject to certain
conditions, the Company intends to deliver, upon physical
settlement of such forward sale agreements on one or more dates
specified by the Company occurring no later than January 9, 2025,
an aggregate of 9,600,000 shares of its common stock (or an
aggregate of 11,040,000 shares if the underwriters exercise their
option to purchase additional shares in full) to the forward
purchasers in exchange for cash proceeds per share equal to the
applicable forward sale price, which will be the public offering
price, less underwriting discounts and commissions, and will be
subject to certain adjustments as provided in the forward sale
agreements.
The Company initially will not receive any proceeds from the
sale of shares of its common stock by the forward purchasers. The
Company expects to contribute the net proceeds, if any, it receives
upon the future settlement of the forward sale agreements to its
operating partnership in exchange for Class A limited partnership
units in the operating partnership and the operating partnership
intends to use the net proceeds for general corporate purposes,
which may include the repayment of amounts outstanding from time to
time under the Company’s revolving credit facility, and funding of
acquisitions of properties and development activities in the
Company’s pipeline. Selling common stock through the forward sale
agreements enables the Company to set the price of such shares upon
pricing the offering (subject to certain adjustments) while
delaying the issuance of such shares and the receipt of the net
proceeds by the Company until the expected funding requirements
described above have occurred.
The offering is being made pursuant to the Company’s shelf
registration statement, which was automatically effective upon
filing with the U.S. Securities and Exchange Commission on
September 1, 2021. Copies of the final prospectus may be obtained,
when available, from the SEC's website at www.sec.gov or by
contacting: Wells Fargo Securities, LLC, Attention: Equity
Syndicate Department, 500 West 33rd Street, New York, New York,
10001, at (800) 326-5897 or email a request to
cmclientsupport@wellsfargo.com and BofA Securities, Attention:
Prospectus Department, NC1-022-02-25, 201 North Tryon Street,
Charlotte, North Carolina 28255-0001 or by email at
dg.prospectus_requests@bofa.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About NETSTREIT Corp.
NETSTREIT Corp. is an internally managed real estate investment
trust (REIT) based in Dallas, Texas that specializes in acquiring
single-tenant net lease retail properties nationwide. The growing
portfolio consists of high-quality properties leased to e-commerce
resistant tenants with healthy balance sheets. Led by a management
team of seasoned commercial real estate executives, NETSTREIT’s
strategy is to create the highest quality net lease retail
portfolio in the country with the goal of generating consistent
cash flows and dividends for its investors.
Forward-Looking and Cautionary Statements
This press release contains “forward-looking statements.”
Forward-looking statements include statements regarding the
proposed public offering and other statements identified by words
such as “could,” “may,” “might,” “will,” “likely,” “anticipates,”
“intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,”
“continues,” “projects” and similar references to future periods,
or by the inclusion of forecasts or projections. Forward-looking
statements, including statements regarding the expected use of
proceeds of the offering and expected timing for closing of the
offering, are based on the Company’s current expectations and
assumptions regarding the Company’s business, the economy and other
future conditions. Because forward-looking statements relate to the
future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict. As a result, the Company’s actual results may
differ materially from those contemplated by the forward-looking
statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
include financial market and regulatory conditions, general real
estate market conditions, the Company’s competitive environment and
other factors set forth under “Risk Factors” in the Company’s
prospectus supplement and accompanying prospectus and in the
Company’s annual and quarterly reports and other documents filed
with the U.S. Securities and Exchange Commission from time to time.
Any forward-looking statement made in this press release speaks
only as of the date on which it is made. The Company undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise.
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Investor Relations ir@netstreit.com 972-597-4825
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