NETSTREIT Corp. Announces Launch of Public Offering of Common Stock

Rhea-AI Summary

NETSTREIT Corp. has initiated a public offering of 8,000,000 shares of its common stock, with an optional 1,200,000 shares available to underwriters under certain conditions. The offering will allow the company to set share prices while delaying issuance until a later date, with proceeds directed to its operating partnership for general corporate purposes, including property acquisitions. The offering is conducted under an already effective registration statement with the SEC, dated September 1, 2021.

Positive

• Proceeds from the offering are intended for general corporate purposes, including potential property acquisitions.
• The company is engaged in a forward sale agreement strategy, which allows for pricing flexibility.

Negative

• The company will not receive any immediate proceeds from the sale by forward purchasers.
• Dilution risk exists as new shares will be issued, potentially affecting shareholder value.

DALLAS--(BUSINESS WIRE)-- NETSTREIT Corp. (the “Company”) announced today that it has commenced a public offering of 8,000,000 shares of its common stock in connection with the forward sale agreements described below, which is subject to market and other conditions. In connection with the offering, the Company also intends to grant the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of common stock.

BofA Securities, Citigroup, Stifel and Wells Fargo Securities are acting as the book-running managers for the offering.

The Company expects to enter into forward sale agreements with affiliates of BofA Securities and Wells Fargo Securities (the "forward purchasers") with respect to 8,000,000 shares of its common stock (or an aggregate of 9,200,000 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 8,000,000 shares of the common stock that will be delivered in this offering (or an aggregate of 9,200,000 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 8,000,000 shares of its common stock (or an aggregate of 9,200,000 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.

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 preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from the SEC's website at www.sec.gov or by contacting: BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001 or by email at dg.prospectus_requests@bofa.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); Stifel, Attention: Syndicate Department, One South Street, 15th Floor, Baltimore, MD 21202, telephone: (855) 300‐7136, email: SyndProspectus@stifel.com; Fax: 443.224.1273; and 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 cmclientsupport@wellsfargo.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 size, timing, and expected use of proceeds of the offering, are based on the Company’s current expectations and assumptions regarding capital markets conditions, 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 preliminary 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220110005975/en/

Investor Relations

ir@netstreit.com

972-597-4825

Source: NETSTREIT Corp.

FAQ

What is the purpose of NETSTREIT's public offering of 8,000,000 shares?

The public offering aims to raise funds for general corporate purposes, including property acquisitions for NETSTREIT's portfolio.

When will NETSTREIT deliver shares from the public offering?

NETSTREIT plans to physically settle the forward sale agreements by January 10, 2023.

Who are the underwriters for the NETSTREIT public offering?

The offering is managed by BofA Securities, Citigroup, Stifel, and Wells Fargo Securities.

What impact does the public offering have on NETSTREIT's shareholders?

Shareholders may face dilution of their shares due to the issuance of additional common stock.