Getty Images prices 3.5M shares at $30.10 in underwritten public offering

Getty Realty announced the pricing of an underwritten public offering of 3,500,000 shares of its common stock, sold on a forward basis in connection with the forward sale agreements described below, at a public offering price of $30.10 per share. The forward purchasers and the Company have also granted the underwriters of the offering a 30-day option to purchase up to an additional 525,000 shares of common stock. The offering is expected to close on July 31, 2024, subject to customary closing conditions. BofA Securities, J.P. Morgan and KeyBanc Capital Markets acted as joint book-running managers for the offering. Goldman Sachs & Co. LLC and TD Securities acted as book-running managers for the offering. Baird, Capital One Securities, Citizens JMP and BTIG acted as co-managers for the offering. In connection with the offering of shares of its common stock, the Company expects to enter into forward sale agreements with each of BofA Securities, J.P. Morgan and KeyBanc Capital Markets, each referred to in this capacity as the forward purchaser. In connection with such forward sale agreements, the forward purchasers are expected to borrow from third parties and sell to the underwriters an aggregate of 3,500,000 shares of the Company’s common stock. 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. 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.