unITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 15, 2020
Postal Realty Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | | 001-38903 | | 83-2586114 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
75 Columbia Avenue
Cedarhurst, NY 11516
(Address of Principal Executive Offices) (Zip Code)
(516) 295-7820
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share | | PSTL | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On July 15, 2020, Postal Realty Trust, Inc. (the “Company”) and Postal Realty LP (the “Operating Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (the “Underwriters”), relating to the offer and sale of 3,500,000 shares of the Company’s Class A common stock, $0.01 par value per share (the “Common Shares”), at a public offering price of $13.00 per share (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 525,000 Common Shares, bringing the total number of shares of Common Stock that may be issued in the Offering to 4,025,000 shares of Common Stock. On July 17, 2020, the Underwriters provided notice of their partial exercise of the option to purchase an additional 521,840 Common Shares (the “Additional Shares”). The Offering, including the purchase of the Additional Shares, closed on July 20, 2020. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the description of the Underwriting Agreement contained herein is qualified in its entirety by reference to such exhibit.
The Offering was conducted pursuant to the Company’s Registration Statement on Form S-11 (File No. 333-239829) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 15, 2020, and the accompanying prospectus filed with the SEC on July 17, 2020. A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Common Shares was filed as Exhibit 5.1 to the Registration Statement. A copy of the opinion of Hunton Andrews Kurth LLP with respect to certain tax matters was filed as Exhibit 8.1 to the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | POSTAL REALTY TRUST, INC. |
| | | |
| Date: July 21, 2020 | By: | /s/ Jeremy Garber |
| | Name: | Jeremy Garber |
| | Title: | President, Treasurer and Secretary |
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