Getty Realty Corp. Announces Pricing of Public Offering of 3,000,000 Shares of Common Stock
28 Febrero 2023 - 10:04PM
Business Wire
Getty Realty Corp. (NYSE: GTY) (the “Company”) today announced
the pricing of an underwritten public offering of an aggregate of
3,000,000 shares of its common stock sold on a forward basis in
connection with the forward sale agreements described below, for
gross proceeds of approximately $100 million. The forward
purchasers (or their affiliates) and the Company have also granted
the underwriters of the offering a 30-day option to purchase up to
an additional 450,000 shares of common stock. The offering is
expected to close on March 3, 2023, subject to customary closing
conditions.
BofA Securities and J.P. Morgan acted as book-running managers
for the offering.
In connection with the offering, the Company expects to enter
into separate forward sale agreements with each of BofA Securities
and J.P. Morgan (or their respective affiliates), each referred to
in this capacity as the forward purchaser. In connection with such
forward sale agreements, the forward purchasers (or their
affiliates) are expected to borrow from third parties and sell to
the underwriters an aggregate of 3,000,000 shares of the Company’s
common stock (or 3,450,000 shares if the underwriters’ option is
exercised in full and the Company elects to execute additional
forward sale agreements). Pursuant to the terms of each forward
sale agreement, and subject to its right to elect cash or net share
settlement, the Company is obligated to issue and deliver, upon
physical settlement of such forward sale agreement on one or more
dates specified by the Company, the number of shares of the
Company’s common stock underlying such forward sale agreement in
exchange for a cash payment per share equal to the forward sale
price under such forward sale agreement. The Company expects to
physically settle the forward sale agreements and receive proceeds,
subject to certain adjustments, from the sale of its shares of
common stock upon one or more such physical settlements within
approximately one year from the date of the prospectus supplement
relating to the offering.
The Company will not initially receive any proceeds from the
sale of shares of its common stock by the forward purchasers (or
their affiliates). The Company intends to use the net proceeds from
the offering and the net proceeds, if any, received upon the
settlement of the forward sale agreements to fund property
acquisitions, to repay indebtedness outstanding under its revolving
credit facility, for working capital and other general corporate
purposes, or a combination of the foregoing.
An automatic shelf registration statement on Form S-3 relating
to the public offering of the shares of common stock described
above was filed with the Securities and Exchange Commission (the
“SEC”) and became effective on January 8, 2021. A preliminary
prospectus supplement relating to the offering has been filed with
the SEC. When available, copies of the prospectus supplement and
related base prospectus for the offering may be obtained on the
website of the SEC, www.sec.gov, or by contacting BofA Securities,
Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte
NC 28255-0001, Attention: Prospectus Department or by emailing
dg.prospectus_requests@bofa.com; or J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, Attention: Prospectus Group by emailing
prospectus-eq_fi@jpmchase.com or by calling toll free at (866)
803-9204.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any shares of common stock, nor
shall there be any sale of such common stock 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 such state or jurisdiction.
The offering of these securities may be made only by means of a
prospectus and related prospectus supplement meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking
Statements
CERTAIN STATEMENTS CONTAINED HEREIN MAY CONSTITUTE
“FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. WHEN THE WORDS
“BELIEVES,” “EXPECTS,” “PLANS,” “PROJECTS,” “ESTIMATES,”
“ANTICIPATES,” “PREDICTS,” “OUTLOOK” AND SIMILAR EXPRESSIONS ARE
USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT
BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO
MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
THESE FORWARD-LOOKING STATEMENTS. EXAMPLES OF FORWARD-LOOKING
STATEMENTS INCLUDE BUT ARE NOT LIMITED TO STATEMENTS REGARDING THE
EXPECTED SETTLEMENT OF THE FORWARD SALE AGREEMENTS AND THE USE OF
PROCEEDS THEREFROM (IF ANY).
INFORMATION CONCERNING FACTORS THAT COULD CAUSE THE COMPANY’S
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING
STATEMENTS CAN BE FOUND IN THE COMPANY’S PERIODIC REPORTS FILED
WITH THE SEC. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY
RELEASE REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT
FUTURE EVENTS OR CIRCUMSTANCES OR REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
About Getty Realty Corp.
Getty Realty Corp. is a publicly traded, net lease REIT
specializing in the acquisition, financing and development of
convenience, automotive and other single tenant retail real estate.
As of December 31, 2022, the Company’s portfolio included 1,039
freestanding properties located in 38 states across the United
States and Washington, D.C.
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Investor Relations (646) 349-0822 ir@gettyrealty.com
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