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STAG INDUSTRIAL, INC.

(STAG)
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STAG INDUSTRIAL, INC. : Other Events, Financial Statements and Exhibits (form 8-K)

11/08/2021 | 04:08pm EST
ITEM 8.01. OTHER EVENTS.



On November 3, 2021, STAG Industrial, Inc. (the "Company") and its operating partnership, STAG Industrial Operating Partnership, L.P. (the "Operating Partnership"), entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., as representative of the several underwriters named therein (collectively, the "Underwriters") and as the seller of the Borrowed Securities (as defined in the Underwriting Agreement) (in such capacity, the "Forward Seller") and Bank of America, N.A. (in such capacity, the "Forward Purchaser"), relating to the sale of (i) 5,250,000 shares of common stock, par value $0.01 per share, of the Company ( "Common Stock"), by the Company to the Underwriters at a price to the Underwriters of $41.99 per share and (ii) 2,750,000 shares of Common Stock, by the Forward Seller to the Underwriters. The Company will not initially receive any proceeds from the sale of shares of Common Stock by the Forward Seller. The closing of the offering occurred on November 8, 2021.

In connection with the offering, the Company and the Operating Partnership entered into a forward sale agreement (the "Forward Sale Agreement") with the Forward Purchaser. In accordance with the terms of such Forward Sale Agreement, the Forward Purchaser (or its affiliate) borrowed from third parties and sold to the Underwriters the 2,750,000 shares of Common Stock that were sold in the offering. The Company expects to physically settle the Forward Sale Agreement and receive proceeds, subject to certain adjustments, from the sale of those shares of Common Stock upon one or more such physical settlements within approximately one year from the date of the prospectus supplement. Although the Company expects to settle the Forward Sale Agreement entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash or net share settle all or a portion of its obligations under the Forward Sale Agreement, in which case, it may receive, or it may owe, cash or shares of Common Stock from or to the Forward Purchaser. The Forward Sale Agreement provides for an initial forward sale price of $41.99 per share, subject to certain adjustments pursuant to the terms of the Forward Sale Agreement. The Forward Sale Agreement is subject to early termination or settlement under certain circumstances.

Pursuant to the terms of the Underwriting Agreement, the Underwriters were granted a 30-day option to purchase up to 1,200,000 additional shares of Common Stock. Upon the exercise of such option, the Company expects to enter into an additional forward sale agreement with the Forward Purchaser in respect of the number of shares that are subject to the exercise of such option.

The Common Stock offered pursuant to the Underwriting Agreement has been registered on the Company's registration statement on Form S-3 (File No. 333-229661), which became effective upon filing with the Securities and Exchange Commission on February 13, 2019, and a prospectus supplement dated November 3, 2021.

The foregoing description is qualified in its entirety by reference to the Underwriting Agreement and the Forward Sale Agreement, copies of which are filed as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(d)      Exhibits.



  Exhibit
   Number                                 Description
    1.1          Underwriting Agreement dated November 3, 2021 among STAG
               Industrial, Inc., STAG Industrial Operating Partnership, L.P.,
               BofA Securities, Inc. and Bank of America, N.A.

    1.2          Confirmation of Issuer Share Forward Sale Transaction, dated
               November 3, 2021, by and among STAG Industrial, Inc., STAG
               Industrial Operating Partnership, L.P. and Bank of America, N.A.

    5.1          Opinion of DLA Piper LLP (US) regarding legality of the shares

    8.1          Opinion of Hunton Andrews Kurth LLP regarding certain tax
               matters (incorporated herein by reference to Exhibit 8.1 to the
               registration statement on Form S-3 (File No. 333-229661) filed
               with the SEC on February 13, 2019)

    23.1         Consent of DLA Piper LLP (US) (included in Exhibit 5.1)

    23.2         Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1)

    104        Cover Page Interactive Data File (embedded within the XBRL
               document)

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 562 M - -
Net income 2021 128 M - -
Net Debt 2021 2 118 M - -
P/E ratio 2021 56,5x
Yield 2021 3,33%
Capitalization 7 681 M 7 681 M -
EV / Sales 2021 17,4x
EV / Sales 2022 15,5x
Nbr of Employees 78
Free-Float 99,9%
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Mean consensus OUTPERFORM
Number of Analysts 12
Last Close Price 43,59 $
Average target price 47,29 $
Spread / Average Target 8,49%
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Managers and Directors
Benjamin S. Butcher Chairman & Chief Executive Officer
William R. Crooker President
Matts S. Pinard Chief Financial Officer, Treasurer & Executive VP
Stephen C. Mecke Chief Operating Officer & Executive Vice President
Michael C. Chase Chief Investment Officer & Senior Vice President
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