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 4, 2020

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) (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))

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 2.01. Completion of Acquisition or Disposition of Assets. 

On December 4, 2020, Thorn Hill Postal Realty Holdings LLC, a wholly-owned subsidiary of Postal Realty LP, the operating partnership of Postal Realty Trust, Inc. (the “Company”), completed the previously announced acquisition (the “Acquisition”) of an approximately 431,000 square foot industrial property leased primarily to the United States Postal Service (the “USPS”) located in Warrendale, Pennsylvania (the “Industrial Property”). The USPS occupies approximately 73% of this property as a processing and distribution center with the balance occupied by two other tenants, and the Industrial Property currently generates a weighted average rent of $7.12 per square foot. The Industrial Property was previously owned by The Northwestern Mutual Life Insurance Company, who is not affiliated with the Company or its affiliates.

The purchase price of the Industrial Property was $47.0 million, which excludes closing costs. The Company funded the purchase with $47.0 million of cash from borrowings under the Company’s senior revolving credit facility. The Company is in negotiations with one or more lenders and expects to announce a property-level financing for the Industrial Property in the first quarter of 2021.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on December 8, 2020 announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Property Acquired.

The Independent Auditors’ Report and Statements of Revenues and Certain Expenses for the nine months ended September 30, 2020 (unaudited) and for the year ended December 31, 2019 (audited) for the property known as the Industrial Property, together with the related notes thereto, were previously filed as Exhibit 99.2 to the Current Report on Form 8-K filed by Postal Realty Trust, Inc. on December 2, 2020 and are incorporated by reference herein.

(b) Pro Forma Financial Information.

The Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2020 and the Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2020 and the Unaudited Pro Forma Combined Consolidated Statement of Operations for the year ended December 31, 2019 for Postal Realty Trust, Inc., together with the related notes thereto, were previously filed as Exhibit 99.3 to the Current Report on Form 8-K filed by Postal Realty Trust, Inc. on December 2, 2020 and are incorporated by reference herein.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Postal Realty Trust, Inc., dated December 8, 2020

Cautionary Note Regarding Forward-Looking Statements

Certain matters within this Current Report on Form 8-K, including with respect to the details of any possible future financing, 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 Quarterly Report on Form 10-Q for the three months ended September 30, 2020 and other reports filed by the Company with the U.S. 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:  December 8, 2020	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, INC. COMPLETES ACQUISITION OF 100% OCCUPIED 431,000 SQUARE FOOT INDUSTRIAL PROPERTY IN WARRENDALE, PA FOR $47.0 MILLION

- Company Exceeds $100 Million Acquisition Target for 2020 -

Cedarhurst, New York, December 8, 2020 (Business Wire) — Postal Realty Trust, Inc. (NYSE: PSTL) (the “Company”), an internally-managed real estate investment trust that owns properties primarily leased to the United States Postal Service (“USPS”), today announced it closed on a 100% occupied 431,000-square foot industrial property located in Warrendale, PA (the “Industrial Property”). The Industrial Property is leased primarily to the USPS. This acquisition was previously announced on November 10, 2020.

Andrew Spodek, Chief Executive Officer, commented, “We are extremely excited to add the Warrendale industrial property to our holdings. The Industrial Property represents an excellent example of a mission-critical USPS property and further diversifies the types of USPS assets in our portfolio. The team was able to underwrite and close this high-quality acquisition 31 days after contract signing. The ability to efficiently deploy $47 million into one asset enhances our AFFO growth and our operating leverage without adding incremental G&A.”

Mr. Spodek continued, “We have exceeded our target of $100 million of accretive acquisitions for 2020. On an aggregate basis, the acquisitions were completed within our target cap rate range of 7% to 9%. We had an extremely successful year and we believe we are well positioned to continue our consolidation strategy. We expect that our growing portfolio should continue to provide visible cash flows and an AFFO-covered dividend to our shareholders over the long term.”

The Industrial Property houses one of only 12 privately-owned USPS processing and distribution centers over 300,000 square feet in the entire country. It is located in a well-occupied submarket with a limited supply of developable land. The Industrial Property is 100% occupied by three tenants, with the USPS occupying approximately 73% of the total square footage. The second largest tenant which occupies approximately 25% of the total square footage, is Omnicell Inc. (NAS: OMCL), a leading provider of solutions targeting patient safety and operational efficiency in healthcare facilities. The balance of the square footage is occupied by DBC Real Estate Management, LLC, a leading regional owner and manager of multifamily properties with a portfolio of 4,000 units valued in excess of $300 million. The Industrial Property has a weighted average lease term of 5 years and currently generates a weighted average rent of $7.12 per square foot on a triple net basis.

The Company acquired the Industrial Property for $47.0 million, excluding closing costs, using cash from borrowings under the Company’s senior revolving credit facility. The Company is in negotiations with one or more lenders and expects to announce a property-level financing for the Industrial Property in the first quarter of 2021.

Currently, the Company owns 714 properties in 47 states comprising approximately 2.6 million net leasable interior square feet and generating a weighted average rent of $9.52 per square foot. Year-to-date, the Company has acquired 249 properties for $125.4 million, excluding closing costs, comprising approximately 1.2 million net leasable interior square feet and generating a weighted average rent of $9.14 per square foot. In addition, the Company has entered into definitive agreements to acquire 15 postal properties for approximately $19.9 million, excluding closing costs. The majority of these transactions are anticipated to close over the next two months, subject to the satisfaction of customary closing conditions.

Forward-Looking and Cautionary Statements

This press release contains “forward-looking statements.” Forward-looking statements include statements regarding the proposed public offering and other statements 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 on the terms and timing it expects or at all, 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, disruption in market, economic and financial conditions as a result of the ongoing COVID-19 pandemic, 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 United States 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.

About Postal Realty Trust, Inc.

Postal Realty Trust, Inc. is an internally managed real estate investment trust that owns and manages over 1,100 properties primarily leased to the USPS. The Company believes it is one of the largest owners and managers of properties leased to the USPS.

Contact:

Investor Relations and Media Relations

Email: investorrelations@postalrealtytrust.com

Phone: 516-232-8900