Item 8.01. Other Events.
On January 13, 2022, NETSTREIT Corp., a Maryland corporation (the "Company"),
completed a public offering of 10,350,000 shares of its common stock, $0.01 per
share (the "Common Stock"), including 1,350,000 shares sold pursuant to the
Underwriters' option, at the public offering price of $22.25 per share of Common
Stock, pursuant to an underwriting agreement, dated January 10, 2022 (the
"Underwriting Agreement"), among (i) the Company, (ii) NETSTREIT, L.P.,
(ii) Bank of America, N.A. ("Bank of America") and Wells Fargo Bank, National
Association ("Wells Fargo"), in their capacity as forward purchasers, (iv) Bank
of America and Wells Fargo, in their capacity as forward counterparties and
(v) BofA Securities, Inc., Citigroup Global Markets Inc., Stifel, Nicolaus &
Company, Incorporated and Wells Fargo Securities, LLC, as representatives of the
of the several underwriters named therein (the "Underwriters"). The Company
granted the Underwriters a 30-day option to purchase up to 1,350,000 additional
shares of Common Stock on the same terms and conditions, which the Underwriters
exercised in full on January 11, 2022. In connection with the offering, the
Company entered into forward sale agreements (each a "Forward Sale Agreement"
and collectively, the "Forward Sale Agreements") with each of Bank of America
and Wells Fargo, as forward counterparties. In connection with the Forward Sale
Agreements, the forward purchasers or their affiliates borrowed from third
parties and sold to the Underwriters 10,350,000 shares of Common Stock. The
Common Stock described above was offered pursuant to the Company's registration
statement on Form S-3 (File No. 333-259226), which became effective upon filing
with the Securities and Exchange Commission on September 1, 2021.
The Company will not initially receive any proceeds from the sale of shares of
its Common Stock by the forward purchasers. The Company expects to physically
settle the Forward Sale Agreements (by the delivery of shares of Common Stock)
and receive proceeds from the sale of those shares upon one or more forward
settlement dates, which shall occur no later than January 10, 2023. The Company
may also elect to cash settle or net share settle all or a portion of its
obligations under a Forward Sale Agreement if it concludes it is in the
Company's best interest to do so. If the Company elects to cash settle a Forward
Sale Agreement, it may not receive any proceeds and it may owe cash to the
relevant forward counterparty in certain circumstances.
The foregoing description of the Forward Sale Agreements and the Underwriting
Agreement are not complete and are qualified in their entirety by reference to
the Forward Sale Agreements filed herewith as Exhibits 1.1, 1.2, 1.3 and 1.4 and
the Underwriting Agreement filed herewith as Exhibit 1.5 to this Current Report
on Form 8-K, and such exhibits are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Forward Sale Agreement, dated as of January 10, 2022, between the
Company and Bank of America.
1.2 Forward Sale Agreement, dated as of January 10, 2022, between the
Company and Wells Fargo.
1.3 Forward Sale Agreement, dated as of January 11, 2022, between the
Company and Bank of America.
1.4 Forward Sale Agreement, dated as of January 11, 2022, between the
Company and Wells Fargo.
1.5 Underwriting Agreement, dated January 10, 2022, by and among the
Company, NETSTREIT, L.P., Bank of America and Wells Fargo, in their
capacity as forward purchasers, Bank of America and Wells Fargo, in
their capacity as forward counterparties and BofA Securities, Inc.,
Citigroup Global Markets Inc., Stifel, Nicolaus & Company, Incorporated
and Wells Fargo Securities, LLC, as representatives of the of the
several underwriters named therein.
5.1 Opinion of Venable LLP.
23.1 Consent of Venable LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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NETSTREIT CORP. 
