Item 1.01 Entry into a Material Definitive Agreement.
On November 16, 2021, Postal Realty Trust, Inc. (the "Company") and Postal
Realty LP (the "Operating Partnership") entered into an underwriting agreement
(the "Underwriting Agreement") with J.P. Morgan Securities LLC and Stifel,
Nicolaus & Company, Incorporated, as representatives of the several underwriters
named therein (the "Underwriters"), relating to the offer and sale of 4,250,000
shares of the Company's Class A common stock, $0.01 par value per share (the
"Common Shares"), at a public offering price of $17 per share (the "Offering").
Pursuant to the Underwriting Agreement, the Company granted the Underwriters a
30-day option to purchase up to an additional 637,500 Common Shares, bringing
the total number of shares of Common Stock that may be issued in the Offering to
4,887,500 shares of Common Stock. On November 17, 2021, the Underwriters
provided notice of their full exercise of the option to purchase an additional
637,500 Common Shares (the "Additional Shares"). The Offering, including the
purchase of the Additional Shares, closed on November 19, 2021.
The Offering was conducted pursuant to the Company's Registration Statement on
Form S-3 (File No. 333-251079). The Offering was made pursuant to the prospectus
supplement, dated November 16, 2021, and the accompanying prospectus, effective
December 11, 2020, filed with the Securities and Exchange Commission pursuant to
Rule 424(b) of the Securities Act of 1933, as amended.
The foregoing summary of the terms of the Underwriting Agreement is only a brief
description of certain terms therein and does not purport to be a complete
description of the rights and obligations of the parties thereunder. The
Underwriting Agreement is attached hereto as Exhibit 1.1 to this Current Report
on Form 8-K and is incorporated herein by reference into this Item 1.01. A copy
of the opinion of Venable LLP relating to the legality of the issuance and sale
of the Common Shares sold in the Offering is attached hereto as Exhibit 5.1 to
this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Document
1.1 Underwriting Agreement, dated November 16, 2021,
by and among Postal Realty
Trust, Inc. and Postal Realty LP and J.P. Morgan
Securities LLC and Stifel,
Nicolaus & Company, Incorporated, as
representatives of the several
5.1 Opinion of Venable LLP regarding the validity of the securities .
23.1 Consent of Venable LLP (included in Exhibit 5.1) .
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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