8-K

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): October 3, 2019

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, and 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))

Securities registered pursuant to Section 12(b) of the Act:

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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 October 3, 2019, Postal Realty LP, the operating partnership (the “Operating Partnership”) of Postal Realty Trust, Inc. (the “Company”), entered into five purchase and sale agreements with unaffiliated third parties (the “Agreements”) to acquire a portfolio of 113 properties (the “Property Portfolio”). Each of the properties in the Property Portfolio are currently leased to the United States Postal Service, with a weighted average remaining lease term of 2.1 years. The Property Portfolio comprises approximately 270,000 square feet and generates a weighted average rent of $9.75 per square foot.

The Agreements provide that the Operating Partnership will acquire the Property Portfolio for total consideration of $31,266,333, which is comprised of an aggregate of 824,350 units of limited partnership interest in the Operating Partnership valued at $17.00 per unit and $17,252,383 of cash. The Company anticipates completing the acquisition by the end of the year, subject to the satisfaction of certain customary closing conditions.

Item 7.01. Regulation FD Disclosure.

On October 7, 2019, the Company issued a press release announcing that the Company has entered into definitive agreements to acquire the Property Portfolio. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Postal Realty Trust, Inc. Press Release, dated October 7, 2019.

Cautionary Note Regarding Forward-Looking Statements

Certain matters within this Current Report on Form 8-K, including with respect to the details of the acquisition and the Property Portfolio are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. For a description of factors that may cause the Company’s actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company’s final prospectus dated May 14, 2019, and the other documents filed by the Company with the Securities and Exchange Commission from time to time.

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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: October 8, 2019	By:	/s/ Jeremy Garber
	Name:	Jeremy Garber
	Title:	President, Treasurer and Secretary

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EX-99.1

Exhibit 99.1

Postal Realty Trust to Acquire 113-Property US Postal Service Portfolio

- Expected to Increase Property Count by 50% Since IPO -

CEDARHURST, NEW YORK, October 7, 2019 (BUSINESSWIRE) — Postal Realty Trust, Inc. (NYSE:PSTL) (the “Company”), an internally managed real estate investment trust that owns and manages properties leased to the United States Postal Service (“USPS”), announced it entered into several definitive agreements with affiliated sellers to acquire a 113-property portfolio of USPS properties for approximately $31 million dollars.

The portfolio comprises approximately 270,000 square feet and generates a weighted average rent of $9.75 per square foot. The weighted average remaining lease term of the portfolio is 2.1 years. As part of the consideration for the portfolio, the Company expects to issue approximately $14 million of OP units valued at $17.00 per share. The balance of the purchase price is expected to be funded with proceeds from the Company’s line of credit.

Andrew Spodek, Postal Realty Trust, Inc.’s Chief Executive Officer commented, “We are excited that upon the completion of this transaction, we will have grown our property count by approximately 50% since our IPO in May 2019. We are particularly encouraged by this specific transaction as it demonstrates our ability to effectively underwrite and perform due diligence on a large portfolio quickly and efficiently. We are also pleased that we will be able to utilize our OP units as consideration for the benefit of the seller and the Company. We anticipate that the success of this transaction will encourage other USPS owners to consider selling properties to Postal Realty. Furthermore, this transaction is illustrative of our ability to consolidate a highly accretive asset class while creating value for both the property sellers and all of our shareholders.”

Formal due diligence has been completed and the transaction is expected to close by the end of the year, subject to the satisfaction of customary closing conditions.

About Postal Realty Trust, Inc.

Postal Realty Trust, Inc. is an internally managed real estate investment trust that owns and manages properties leased to the USPS. The Company believes it is one of the largest owners and managers measured by net leasable square footage of properties that are leased to the USPS.

Forward-Looking and Cautionary Statements

This press release contains “forward-looking statements.” Forward-looking statements include statements regarding identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements, including, among others, statements regarding the Company’s ability to obtain financing, the Company’s expected capitalization rates and the Company’s ability to close on pending transactions on the terms or timing it expects, if at all, are based on the Company’s current expectations and assumptions regarding capital market conditions, the Company’s business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the USPS’s terminations or non-renewals of leases, changes in demand for postal services delivered by the USPS, the solvency and financial health of the USPS, competitive, financial market and regulatory conditions, general real estate market conditions, the Company’s competitive environment and other factors set forth under “Risk Factors” in the Company’s filings with the Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Contact:

Investor Relations and Media Relations

Email: Investorrelations@postalrealtytrust.com

Phone: 516-232-8900