NETSTREIT Corp. (NTST) Launches 8M Share Offering

NETSTREIT Corp. (NYSE: NTST) announced today that it has commenced a public offering of 8,000,000 shares of its common stock in connection with the forward sale agreements described below, which is subject to market and other conditions. In connection with the offering, the Company also intends to grant the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of common stock.

Wells Fargo Securities and BofA Securities are acting as joint book-running managers for the offering.

The Company expects to enter into forward sale agreements with affiliates of Wells Fargo Securities and BofA Securities (the "forward purchasers") with respect to 8,000,000 shares of its common stock (or an aggregate of 9,200,000 shares if the underwriters exercise their option to purchase additional shares in full). In connection with the forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 8,000,000 shares of the common stock that will be delivered in this offering (or an aggregate of 9,200,000 shares if the underwriters exercise their option to purchase additional shares in full). Subject to its right to elect cash or net share settlement, which right is subject to certain conditions, the Company intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the Company within approximately 12 months from the date of the prospectus supplement relating to the offering, an aggregate of 8,000,000 shares of its common stock (or an aggregate of 9,200,000 shares if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreements.

The Company initially will not receive any proceeds from the sale of shares of its common stock by the forward purchasers. The Company expects to contribute the net proceeds, if any, it receives upon the future settlement of the forward sale agreements to its operating partnership in exchange for Class A limited partnership units in the operating partnership and the operating partnership intends to use the net proceeds for general corporate purposes, which may include the repayment of amounts outstanding from time to time under the Company’s revolving credit facility, and funding of acquisitions of properties and development activities in the Company’s pipeline. Selling common stock through the forward sale agreements enables the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company until the expected funding requirements described above have occurred.

The offering is being made pursuant to the Company’s shelf registration statement, which was automatically effective upon filing with the U.S. Securities and Exchange Commission on September 1, 2021. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from the SEC's website at www.sec.gov or by contacting: Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 326-5897 or email a request to [email protected] and BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001 or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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