On February 16, 2024, Getty Realty Corp. (the “Company”) entered into an Amendment No. 1 (the “Amendment”) to the Distribution Agreement, dated as of February 24, 2023 (the “Distribution Agreement”) with each of J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Nomura Securities International, Inc., Capital One Securities, Inc., Citizens JMP Securities, LLC and TD Securities (USA) LLC, acting in their capacity as Agents (as described below) and/or Forward Sellers (as described below), and each of JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., The Toronto-Dominion Bank, Robert W. Baird & Co. Incorporated, Citizens JMP Securities, LLC and Nomura Global Financial Products, Inc., acting in their capacity as Forward Purchasers (as described below), relating to the offer and sale of shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $350,000,000 (the “Shares”). The Company refers to these entities, when acting in their capacity as sales agents, individually as an “Agent” and collectively as “Agents.” The Company refers to these entities, when acting as agents for the Forward Purchasers, individually as a “Forward Seller” and collectively as “Forward Sellers.”
The Distribution Agreement provides that, in addition to the issuance and sale of the Shares to or through the Agents, the Company may also enter into forward sale agreements under the separate master forward confirmations and related supplemental confirmations between the Company and a Forward Seller or its affiliate. The Company refers to these entities, when acting in this capacity, individually as a “Forward Purchaser” and collectively as “Forward Purchasers.” In connection with any forward sale agreement, the relevant Forward Purchaser (or its affiliate) will attempt to borrow from third parties and, through its affiliated Forward Seller, sell a number of shares of common stock equal to the number of shares of common stock underlying the particular forward sale agreement.
The purpose of the Amendment was to: (i) add Robert W. Baird & Co. Incorporated, Citizens JMP Securities, LLC and Nomura Securities International, Inc. each as a Forward Seller, (ii) add Robert W. Baird & Co. Incorporated, Citizens JMP Securities, LLC and Nomura Global Financial Products, Inc. each as a Forward Purchaser, and (iii) set the aggregate offering price of the Shares of up to $350,000,000 as of February 16, 2024.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-276399), which became effective upon filing with the Securities and Exchange Commission (“SEC”) on January 5, 2024, and a prospectus supplement, dated February 16, 2024, as the same may be amended or supplemented. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares.
The foregoing description of the Amendment and the master forward confirmations (and related supplemental confirmations) does not purport to be complete and is qualified in its entirety by the full text of the Amendment and the form of master forward confirmation, which are attached as Exhibits 1.2 and 1.3 hereto and are incorporated by reference herein.
