POSTAL REALTY TRUST, INC. : conclusion of a material definitive agreement, operating results and financial position, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and exhibits (Form 8- K)

Article 1.01. The conclusion of an important definitive agreement.

On August 9, 2021, Postal Realty Trust, Inc. (the “Company”), as guarantor,
Postal Realty LP (the “Operating Company”), as borrower, and certain indirect subsidiaries of the Company have entered into a credit agreement (the “Credit Agreement”) with Bank of Montreal, as administrative agent, and some lenders who are parties to it.

As part of the conclusion of the Credit Agreement, the Operating partnership
terminated his previous credit agreement, dated September 27, 2019, as amended, and has repaid the outstanding loans and terminated the outstanding commitments of the lenders parties hereto.

The credit agreement provides for (i) a $ 150 million senior unsecured revolving credit facility (the “Revolving Facility”) and (ii) a $ 50 million senior unsecured term loan facility (the “Term Loan”, together with the Revolving Facility, the “Credit Facilities”). The credit agreement also provides that, subject to customary conditions, including obtaining the commitments of the lender and compliance with its financial maintenance covenants under the credit agreement, the Operating partnership may seek to increase loan commitments under the Credit Agreement up to a maximum of $ 150 million, in the case of the revolving facility, and up to $ 50 million, in the case of the term loan.

The operating partnership currently plans to use borrowings under the credit facilities for general corporate and working capital purposes, which may include debt repayment, real estate acquisitions and investments, and capital expenditures.

The revolving facility has a maturity date of January 30, 2026, which may be extended for two six-month periods subject to customary conditions under the Credit Agreement, and the Term Loan has a maturity date of January 29, 2027. The operating partnership may elect at any time and from time to time to prepay all or any portion of the loans under the Credit Facilities prior to maturity without premium or penalty, subject to payment of customary and customary termination charges.

The interest rates applicable to loans made under the credit facilities are, at
Operating partnership option, equal to:

? in the case of the Revolving Facility, i.e. a base rate plus a margin of

from 0.5% to 1.0% per annum or LIBOR plus a margin ranging from 1.5% to 2.0%

   per annum; and

? in the case of the Term Loan, i.e. a base rate plus a margin ranging from

0.45% to 0.95% per annum or LIBOR plus a margin ranging from 1.45% to 1.95% per annum

   annum,

in each case on the basis of the consolidated leverage ratio of the Company. LIBOR, as defined in the Credit Agreement, may at no time be less than 0.0%. In addition, with regard to the revolving facility, the Operating partnership will pay, if the usage is equal to or less than 50%, an unused installation fee of 0.20% per annum, or if the usage is greater than 50%, an unused installation charge of 0.15% per year, in each case on the average daily unused commitments under the revolving credit facility.

The credit facilities are guaranteed, jointly and individually, by the Company and certain indirect subsidiaries of the Company. The credit agreement contains customary restrictive covenants which, among other things, restrict, subject to certain exceptions, the ability of the Company, Operating partnership and certain indirect subsidiaries of the Company to get into debt, grant privileges over their assets, make certain types of investments, engage in acquisitions, mergers or consolidations, sell assets, enter into certain transactions with affiliated companies and pay dividends or make distributions. The credit agreement also requires the Company to comply with consolidated financial sustainability clauses to be tested on a quarterly basis, including a minimum fixed charge coverage ratio, maximum total leverage ratio, minimum tangible net worth, ratio of maximum guaranteed leverage, maximum unsecured leverage ratio, minimum unsecured debt service coverage ratio and maximum guaranteed recourse leverage ratio.

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The credit agreement also contains customary events of default, including failure to make timely payments under the credit facilities, any event or condition that causes other significant debts to become due before their scheduled maturity, the non -respect of certain restrictive clauses and specific cases of bankruptcy and insolvency. The occurrence of an Event of Default under the Credit Agreement may result in the immediate repayment of all loans and other obligations and the termination of the Credit Facilities and allow Lenders to exercise all of the rights and remedies available to them. .

Several lenders and their affiliates have provided, and they and other lenders and their affiliates may in the future provide, various investment banking, commercial banking, fiduciary and advisory services for the Company and its subsidiaries for which they have received, and may in the future receive, the usual costs and expenses.

The foregoing description of the Credit Facilities is qualified in its entirety by reference to the Credit Agreement, which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.

Article 2.02. Operating results and financial condition.

On August 10, 2021, the Company issued a press release announcing its financial results for the quarter ended June 30, 2021. A copy of the press release is attached hereto and attached hereto as Exhibit 99.1.

The information contained in this Section 2.02 and the attached Schedule 99.1 will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section. and will not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as indicated by specific reference in such filing.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set out in section 1.01 is incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits.




Exhibit No.   Document
10.1            Credit Agreement, dated August 9, 2021, by and among Postal Realty LP,
              Postal Realty Trust, Inc., the certain subsidiaries from time to time
              party thereto as guarantors, and Bank of Montreal, as administrative
              agent, and the several banks and financial institutions party thereto as
              lenders.
99.1            Press Release of Postal Realty Trust, Inc., dated August 10, 2021.




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