Item 1.01 Entry into a Material Definitive Agreement.
On January 11, 2021, 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 3,250,000 shares of the
Company's Class A common stock, $0.01 par value per share (the "Common Shares"),
at a public offering price of $15.25 per share (the "Offering"). Pursuant to the
Underwriting Agreement, the Company granted the Underwriters a 30-day option to
purchase up to an additional 487,500 Common Shares, bringing the total number of
shares of Common Stock that may be issued in the Offering to 3,737,500 shares of
Common Stock. On January 12, 2021, the Underwriters provided notice of their
full exercise of the option to purchase an additional 487,500 Common Shares (the
"Additional Shares"). The Offering, including the purchase of the Additional
Shares, closed on January 14, 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 January 11, 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.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated January 11, 2021, by and among Postal
Realty Trust, Inc. and Postal Realty LP and Jefferies LLC and Stifel,
Nicolaus & Company, Incorporated, as representatives of the several
underwriters.
5.1 Opinion of Venable LLP regarding the validity of the securities.
23.1 Consent of Venable LLP (included in Exhibit 5.1).
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