BOSTON, Nov. 3, 2021 /PRNewswire/ — STAG Industrial, Inc. (the “Company”) (NYSE:STAG) today announced the commencement of an underwritten public offering of an aggregate of 8,000,000 shares of its common stock, consisting of 5,250,000 shares offered directly by the Company and 2,750,000 shares offered on a forward basis in connection with the forward sale agreement described below. The forward purchaser (or its affiliate) and the Company intend to grant the underwriters of the offering a 30-day option to purchase up to an additional 1,200,000 shares of common stock.
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 agreement to fund acquisitions, to repay indebtedness outstanding under its unsecured credit facility (which was incurred to fund acquisitions and for working capital purposes), for working capital and other general corporate purposes, or a combination of the foregoing.
BofA Securities, BMO Capital Markets and Wells Fargo Securities will serve as the joint book-running managers for the offering.
In connection with the offering of shares of its common stock, the Company expects to enter into a forward sale agreement with BofA Securities (or its affiliate), referred to in this capacity as the forward purchaser. In connection with such forward sale agreement, the forward purchaser (or its affiliate) is expected to borrow from third parties and sell to the underwriters 2,750,000 shares of the Company’s common stock (or 3,950,000 shares if the underwriters’ option is exercised in full and the Company elects to execute an additional forward sale agreement).
Pursuant to the terms of the 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 occurring no later than November 3, 2022, the number of shares of the Company’s common stock underlying the forward sale agreement in exchange for a cash payment per share equal to the forward sale price under the forward sale agreement. The Company expects to physically settle the forward sale agreement 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.
A registration statement relating to these securities became effective upon filing with the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities 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 will be made only by means of a preliminary prospectus supplement and related base prospectus. Copies of the preliminary prospectus supplement, final prospectus supplement (when available) and the related base prospectus may be obtained from: (a) BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by e-mailing [email protected]; (b) BMO Capital Markets, Attention: Equity Syndicate Department, 151 W 42nd St, New York, NY 10036, or by telephone at 1-800-414-3627 or by email at [email protected]; (c) Wells Fargo Securities, 500 W. 33rd St, New York, NY 10001, Attention: Equity Syndicate Department, or by calling (800) 326-5897 or by e-mailing [email protected]; or (d) the Securities and Exchange Commission’s website at http://www.sec.gov.
About STAG Industrial, Inc.
STAG Industrial, Inc. is a real estate investment trust focused on the acquisition, ownership and operation of single-tenant, industrial properties throughout the United States. As of September 30, 2021, the Company’s portfolio consisted of 517 buildings in 40 states with approximately 103.4 million rentable square feet.
This press release, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “should,” “project” or similar expressions. Forward-looking statements in this press release include, among others, statements about the terms and size of the offering, the timing and manner of any forward settlement and the use of proceeds from the offering. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risk factors discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2020, as updated by the Company’s quarterly reports on Form 10-Q. Accordingly, there is no assurance that the Company’s expectations will be realized. Except as otherwise required by the federal securities laws, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
SOURCE STAG Industrial, Inc.