NETSTREIT Corp. (the “Company”) announced today that it has priced a public offering of 9,000,000 shares of its common stock at a price to the public of $22.25 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 1,350,000 shares of common stock. The offering is expected to close on January 13, 2022, subject to customary closing conditions.
BofA Securities, Citigroup, Stifel and Wells Fargo Securities are acting as the book-running managers and representatives of the underwriters for the offering. Jefferies, KeyBanc Capital Markets, Truist Securities and Berenberg are acting as joint book-running managers for the offering. BTIG, Capital One Securities, Regions Securities LLC, Scotiabank, Wolfe Capital Markets and Advisory and Roberts & Ryan are acting as co-managers for the offering.
The Company has entered into forward sale agreements with affiliates of BofA Securities and Wells Fargo Securities (the “forward purchasers”) with respect to 9,000,000 shares of its common stock (and expects to enter into forward sale agreements with respect to an aggregate of 10,350,000 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 9,000,000 shares of the common stock that will be delivered in this offering (or an aggregate of 10,350,000 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 10, 2023, an aggregate of 9,000,000 shares of its common stock (or an aggregate of 10,350,000 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 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.
