DALLAS--(BUSINESS WIRE)--NETSTREIT Corp. (NYSE: NTST) (the “Company”) announced today that the underwriters of its previously announced public offering, which closed on August 8, 2022, have exercised in full their option to purchase 1,350,000 additional shares of common stock at the price to the public of $20.20 per share in connection with the forward sale agreements described below. The closing of the option exercise is expected to occur on August 12, 2022, subject to customary closing conditions.
Wells Fargo Securities, BofA Securities and Jefferies acted as the book-running managers and representatives of the underwriters for the offering. Citigroup and Stifel acted as joint book-running managers for the offering. Baird, BTIG, Scotiabank, Capital One Securities, Regions Securities LLC, Berenberg, TD Securities, Ramirez & Co., Inc. and Roberts & Ryan acted as co-managers for the offering.
In connection with the option exercise, the Company has entered into forward sale agreements with affiliates of Wells Fargo Securities and BofA Securities (the "forward purchasers") with respect to 1,350,000 shares of its common stock (and previously entered into forward sale agreements with respect to 9,000,000 shares sold pursuant to the previously announced public offering). 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 1,350,000 shares of the common stock that will be delivered in connection with the closing of the option exercise. 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 August 3, 2023, an aggregate of 10,350,000 shares of its common stock (including the forward sale agreements with respect to 9,000,000 shares sold pursuant to the previously announced public offering) 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 acquisitions of properties 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 was 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 from the SEC's website at www.sec.gov or by contacting: Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 326-5897 or email a request to email@example.com; BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001 or by email at firstname.lastname@example.org; and Jefferies, Attention Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388 or by email at Prospectus_Department@jefferies.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 is a 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 aims 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, 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 the impact of COVID-19 on the Company’s business and the global economy, 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 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.