Getty Realty Corp. Announces Common Stock Offering

Rhea-AI Summary

Getty Realty Corp. (NYSE: GTY) announced a public offering of 3,000,000 shares of common stock with an option for underwriters to purchase an additional 450,000 shares. BofA Securities and J.P. Morgan are the book-running managers. The company will enter into forward sale agreements with these institutions, allowing them to sell shares borrowed from third parties. Proceeds from the offering will be used for property acquisitions, debt repayment, working capital, and general corporate purposes. The company will not initially receive proceeds from the share sales, but expects to settle the agreements within a year.

Positive

• Offering of 3,000,000 shares with a potential increase to 3,450,000 shares could enhance capital for acquisitions.
• Funds will support property acquisitions and debt repayment, contributing to long-term growth.

Negative

• Initial lack of proceeds from the sale of shares by forward purchasers may limit immediate capital influx.
• Dependence on future market conditions for successful settlement of forward sale agreements

NEW YORK, N.Y.--(BUSINESS WIRE)-- Getty Realty Corp. (NYSE: GTY) (the “Company”) today announced the launch of an underwritten public offering of an aggregate of 3,000,000 shares of its common stock in connection with the forward sale agreements described below. The forward purchasers (or their affiliates) and the Company intend to grant the underwriters of the offering a 30-day option to purchase up to an additional 450,000 shares of common stock.

BofA Securities and J.P. Morgan are acting as book-running managers for the offering.

In connection with the offering of shares of its common stock, the Company expects to enter into a forward sale agreement with each of BofA Securities, Inc. and J.P. Morgan Securities LLC (or their respective affiliates), each referred to in this capacity as the forward purchaser. In connection with such forward sale agreement, the forward purchasers (or their affiliates) are expected to borrow from third parties and sell to the underwriters an aggregate of 3,000,000 shares of the Company’s common stock (or 3,450,000 shares if the underwriters’ option is exercised in full and the Company elects to execute additional forward sale agreements). Pursuant to the terms of each forward sale agreement, and subject to its right to elect cash or net share settlement, the Company is obligated to issue and deliver, upon physical settlement of such forward sale agreement on one or more dates specified by the Company, the number of shares of the Company’s common stock underlying such forward sale agreement in exchange for a cash payment per share equal to the forward sale price under such forward sale agreement. The Company expects to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the sale of its shares of common stock upon one or more such physical settlements within approximately one year from the date of the prospectus supplement relating to the offering.

The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers. The Company intends to use the net proceeds from the offering and the net proceeds, if any, received upon the settlement of the forward sale agreements to fund property acquisitions, to repay indebtedness outstanding under its revolving credit facility, for working capital and other general corporate purposes, or a combination of the foregoing.

An automatic shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (the “SEC”) and became effective on January 8, 2021. A preliminary prospectus supplement relating to the offering has been filed with the SEC. When available, copies of the prospectus supplement for the offering may be obtained on the website of the SEC, www.sec.gov, or by contacting BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attention: Prospectus Department or by emailing dg.prospectus_requests@bofa.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attention: Prospectus Group by emailing prospectus-eq_fi@jpmchase.com or by calling toll free at (866) 803-9204.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock, nor shall there be any sale of such common stock 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 such state or jurisdiction.

The offering of these securities may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

CERTAIN STATEMENTS CONTAINED HEREIN MAY CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEN THE WORDS “BELIEVES,” “EXPECTS,” “PLANS,” “PROJECTS,” “ESTIMATES,” “ANTICIPATES,” “PREDICTS,” “OUTLOOK” AND SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. EXAMPLES OF FORWARD-LOOKING STATEMENTS INCLUDE BUT ARE NOT LIMITED TO STATEMENTS REGARDING THE PERFORMANCE OF THE TRANSACTION AND THE ACCRETIVE NATURE OF THE TRANSACTION.

INFORMATION CONCERNING FACTORS THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS CAN BE FOUND ELSEWHERE IN THIS PRESS RELEASE, INCLUDING, WITHOUT LIMITATION, THOSE STATEMENTS IN THE COMPANY’S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

About Getty Realty Corp.

Getty Realty Corp. is a publicly traded, net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. As of December 31, 2022, the Company’s portfolio included 1,039 freestanding properties located in 38 states across the United States and Washington, D.C.

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Investor Relations

(646) 349-0822

ir@gettyrealty.com

Source: Getty Realty Corp.

FAQ

What is the purpose of Getty Realty Corp.'s recent public offering of shares?

The offering aims to raise capital for property acquisitions, debt repayment, and general corporate purposes.

How many shares is Getty Realty Corp. offering in the recent announcement?

Getty Realty Corp. is offering 3,000,000 shares of common stock, with an option for an additional 450,000 shares.

Who are the underwriters for Getty Realty Corp.'s public offering?

BofA Securities and J.P. Morgan are the book-running managers for the offering.

When does Getty Realty Corp. expect to settle the forward sale agreements?

The company expects to settle the forward sale agreements within approximately one year.

Will Getty Realty Corp. receive proceeds from the initial sale of shares?

No, Getty Realty Corp. will not initially receive proceeds from the forward purchasers' sale of shares.