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): December 2, 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 December 2, 2019, Postal Realty LP, the operating partnership (the “Operating Partnership”) of Postal Realty Trust, Inc. (the “Company”), entered into a definitive agreement (the “Agreement”) with Sanddollar Investments, LLC, 3025 Wood Gate Road, Inc., Sand Pebble, LLC and Sandstone Development, LLC, none of whom are affiliated with the Company or its affiliates, to acquire a portfolio of 22 properties (the “Property Portfolio”). Each of the properties in the Property Portfolio are currently leased to the United States Postal Service. The Property Portfolio comprises approximately 91,900 net leasable interior square feet and upon acquisition is expected to generate a weighted average rental rate of $15.60 per square foot.

The Agreement provides that the Operating Partnership will acquire the Property Portfolio for total consideration of approximately $15.5 million which is comprised of an aggregate of approximately $8.2 million of units of limited partnership interest in the Operating Partnership valued at $17.00 per unit and approximately $7.3 million of cash. The Company anticipates completing the acquisition in the first quarter of 2020, subject to the satisfaction of certain customary closing conditions.

Item 7.01. Regulation FD Disclosure.

On December 4, 2019, the Company issued a press release announcing that the Company has entered into a definitive agreement 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 December 4, 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.

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: December 4, 2019	By:	/s/ Jeremy Garber
	Name:	Jeremy Garber
	Title:	President, Treasurer and Secretary

EX-99.1

Exhibit 99.1 

 

Postal Realty Trust Enters into Definitive Agreement to Acquire $15.5 Million Portfolio

- To Issue $8.2 Million in OP Units at $17.00 per Unit as Part of Consideration -

CEDARHURST, NEW YORK, December 4, 2019 (BUSINESSWIRE) — Postal Realty Trust, Inc. (NYSE:PSTL) (the “Company”), an internally managed real estate investment trust that owns properties leased to the United States Postal Service (“USPS”), announced it has entered into a definitive agreement with an unrelated third party to acquire a portfolio (“Portfolio”) of 22 properties leased to the US Postal Service for approximately $15.5 million.

The Portfolio is comprised of approximately 91,900 net leasable interior square feet and upon acquisition will generate a weighted average rental rate of $15.60 per square foot. As part of the consideration for the Portfolio, the Company expects to issue approximately $8.2 million of OP units valued at $17.00 per unit. The balance of the purchase price is expected to be funded with proceeds from the Company’s line of credit. The deal is expected to close during the first quarter of 2020, subject to the satisfaction of certain customary closing conditions.

Currently, the Company owns 460 properties in 44 states comprising approximately 1.4 million net leasable interior square feet generating a weighted average rent of $9.33 per square foot. Upon the successful completion of this acquisition, the Company will have added 211 properties since its IPO in May, an increase of 77.9% by property count.

Andrew Spodek, Postal Realty Trust, Inc.’s Chief Executive Officer stated, “Our success identifying and engaging with sellers of USPS properties continues to build as evidenced by our entry into a contract for a second large portfolio of postal properties since our IPO earlier this year. USPS property sellers continue to understand the long-term value proposition of our Company as evidenced by our ability to utilize OP units as part of the financial consideration of both transactions. Our top priority remains the scaling of our platform through the addition of high quality, accretive properties to support our dividend and ensure value creation for our shareholders over time.”

About Postal Realty Trust, Inc.

Postal Realty Trust, Inc. is an internally managed real estate investment trust that owns properties leased to the USPS. The Company believes it is one of the largest owners and managers of properties 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