As filed with the Securities and Exchange Commission on April 7, 2021.
Registration No. 333-255042
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 OF SECURITIES
OF CERTAIN REAL ESTATE COMPANIES
NETSTREIT Corp.
(Exact name of registrant as specified in its charter)
5910 N. Central Expressway
Suite 1600
Dallas, Texas 75206
972-200-7100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mark Manheimer
President and Chief Executive Officer
NETSTREIT Corp.
5910 N. Central Expressway
Suite 1600
Dallas, Texas 75206
972-200-7100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Christina T. Roupas Courtney M.W. Tygesson Winston & Strawn LLP 35 West Wacker Drive Chicago, IL 60601 312-558-5600 312-558-5700 (Facsimile) | Daniel M. LeBey Vinson & Elkins LLP 901 East Byrd Street, Suite 1500 Richmond, VA 23219 804-327-6310 804 -479-8286 (Facsimile) |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-255042
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | x | |||
Emerging growth company | x |
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 7(a)(2)(B) of the Securities Act. x
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate | Amount of registration fee(3) | ||||
Common stock, $0.01 par value per share | 1,715,688 | $18.65 | $31,997,582 | $3,491 | ||||
(1) | Represents only the additional number of shares being registered, including 223,785 additional shares that the underwriters have the option to purchase. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-11 (File No. 333-255042). |
(2) | Based on the public offering price. |
(3) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $169,648,000 on a Registration Statement on Form S-11, as amended (File No. 333-255042), which was declared effective by the Securities and Exchange Commission on April 7, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $31,997,582 are hereby registered, which includes the additional shares that the underwriters have the option to purchase. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), NETSTREIT Corp. (“Registrant”) is filing this Post-Effective Amendment No. 1 (the “Amendment”) to the Registrant’s Registration Statement on Form S-11 (File No. 333-255042) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on April 5, 2021, and which the Securities and Exchange Commission declared effective on April 7, 2021.
The Registrant is filing this Amendment for the sole purpose of increasing the aggregate number of shares of common stock reflected in the Prior Registration Statement by 1,715,688 shares. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement on Form S-11 to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Dallas, Texas on April 7, 2021.
NETSTREIT CORP. | |||
By: | /s/ Mark Manheimer | ||
Mark Manheimer | |||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-11 has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Mark Manheimer | President, Chief Executive Officer and Director | April 7, 2021 | ||
Mark Manheimer | (Principal Executive Officer) | |||
/s/ Andrew Blocher | Chief Financial Officer, Treasurer and Secretary | April 7, 2021 | ||
Andrew Blocher | (Principal Financial Officer) | |||
/s/ Patricia McBratney | Senior Vice President, Chief Accounting Officer | April 7, 2021 | ||
Patricia McBratney | (Principal Accounting Officer) | |||
* | Chairman of the Board of Directors | April 7, 2021 | ||
Todd Minnis | ||||
* | Director | April 7, 2021 | ||
Michael Christodolou | ||||
* | Director | April 7, 2021 | ||
Heidi Everett | ||||
* | Director | April 7, 2021 | ||
Matthew Troxell | ||||
* | Director | April 7, 2021 | ||
Lori Wittman | ||||
* | Director | April 7, 2021 | ||
Robin Zeigler |
*By: | /s/ Mark Manheimer | April 7, 2021 | |
Mark Manheimer Attorney-in-Fact |