NETSTREIT Corp. Form 8-K Summary
Business context and reporting period
This Form 8-K reports a public offering and related forward sale agreements. The underwriting agreement was dated August 3, 2022; the offering was completed on August 8, 2022. The report was signed on August 9, 2022. No quarterly or annual operating results are included.
Offering and key financial terms
- NETSTREIT offered 9,000,000 shares of common stock at $20.20 per share, representing approximately $181.8 million of potential gross equity proceeds before expenses and any settlement adjustments.
- The underwriters received a 30-day option to purchase up to 1,350,000 additional shares on the same terms. If fully exercised, the additional shares would represent approximately $27.3 million of potential gross proceeds before expenses and settlement adjustments.
- Wells Fargo and Bank of America entered into forward sale agreements with the Company. Their affiliates borrowed and sold the 9,000,000 shares to the underwriters in connection with the offering.
- NETSTREIT will not initially receive proceeds from the sale of shares by the forward purchasers.
- The Company expects to physically settle the forward sale agreements and receive proceeds on one or more settlement dates no later than August 3, 2023.
Material changes versus the prior comparable period
The filing does not provide comparative operating or financial results. The material transaction disclosed is the new common-stock offering and related forward sale agreements.
Guidance, outlook, risks, contingencies, and unusual items
- The Company may elect to cash settle or net-share settle all or part of its obligations instead of physically settling the forward sale agreements.
- If the Company elects cash settlement, it may receive no proceeds and could owe cash to the applicable forward counterparty under certain circumstances.
- Future proceeds, share issuance and dilution depend on the timing and method of settlement. The filing does not state the final net proceeds or applicable settlement prices.
- The securities were offered under the Company’s effective Form S-3 registration statement filed September 1, 2021.
Important facts for investors to verify
- Whether the underwriters exercised any portion of the 1,350,000-share option.
- The dates and method of settlement for each forward sale agreement.
- The actual net proceeds received after settlement, underwriting discounts, transaction expenses and any cash or net-share adjustments.
- The number of common shares ultimately issued and the resulting dilution.
- The complete terms of the forward sale agreements and underwriting agreement filed as Exhibits 1.1, 1.2 and 1.3.