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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 27, 2020
American Finance Trust, Inc.
(Exact Name of Registrant as Specified in
Charter)
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Maryland
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001-38597
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90-0929989
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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650 Fifth Avenue, 30th Floor
New York, New York 10019
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(Address, including zip code, of Principal
Executive Offices)
Registrant’s telephone number,
including area code: (212) 415-6500
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Class A Common Stock, $0.01 par value
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AFIN
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The Nasdaq Global Select Market
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7.50% Series A Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value
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AFINP
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On March 30, 2020, American Finance Trust,
Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, related to a change
in the Company’s common stock dividend policy. The information set forth in Item 7.01 of this Current Report on Form 8-K
and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit
99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended,
regardless of any general incorporation language in such filing.
Item 8.01. Other Events.
Common Stock Dividend Policy
On March 27, 2020, in light of the unprecedented
market disruption resulting from the coronavirus pandemic, the Company’s board of directors determined that it was prudent
to approve a change in the Company’s common stock dividend policy. Accordingly, the Company’s board of directors expects
to lower the annualized dividend on the Company’s common stock to $0.85 per share of common stock from $1.10 per share, beginning
with the monthly dividend expected to be declared in April 2020.
Forward-Looking Statements
The statements in this Current Report on
Form 8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties
that could cause the outcome to be materially different. In addition, words such as “may,” “will,” “seeks,”
“anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,”
“should” or similar expressions indicate a forward-looking statement, although not all forward-looking statements include
these words. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside
of Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking
statements. These risks and uncertainties include the potential adverse effects of the ongoing global coronavirus pandemic, including
actions taken to contain or treat the coronavirus, on the Company, the Company’s tenants and the global economy and financial
markets, as well as those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K for
the year ended December 31, 2019 filed February 27, 2020 and all other filings filed with the Securities and Exchange Commission
after that date. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation
to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results over time, unless required by law.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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AMERICAN FINANCE TRUST, INC.
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By:
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/s/ Edward M. Weil, Jr.
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Edward M. Weil, Jr.
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Chief Executive Officer and President
(Principal Executive Officer)
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Dated: March 30, 2020
Exhibit 99.1
AMERICAN FINANCE TRUST Announces
dividend change
NEW YORK – March 30, 2020 –
American Finance Trust, Inc. (Nasdaq: AFIN) (“AFIN” or the “Company”) announced today that its Board
of Directors approved a reduction in the Company’s annualized dividend to $0.85 per share from $1.10 per share due to the
uncertain and rapidly changing environment caused by the COVID-19 virus.
“While we continue to be confident in the performance
of our portfolio, we believe this action is prudent during this time of uncertainty and will provide flexibility for potential
business opportunities and preservation of capital,” said Michael Weil, CEO of AFIN.
The Company pays dividends monthly, and the change will go into
effect for the dividend which the Company anticipates declaring in April 2020. This is expected to generate $6.8 million of cash
savings per quarter1, which the Company expects to use to fortify its balance sheet and to capitalize on attractive
acquisition opportunities currently in the market.
Footnote
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1.
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Based on the number of shares outstanding as of the February 14, 2020 record date for the Company’s 2020 annual meeting
of stockholders.
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About American Finance Trust, Inc.
American Finance Trust, Inc. (Nasdaq: AFIN)
is a publicly traded real estate investment trust listed on the Nasdaq focused on acquiring and managing a diversified portfolio
of primarily service-oriented and traditional retail and distribution related commercial real estate properties in the U.S. Additional
information about AFIN can be found on its website at www.americanfinancetrust.com.
Important Notice
The statements in this press release that
are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause actual results or events to be materially different. The words “anticipates,” “believes,” “expects,”
“estimates,” “projects,” “plans,” “intends,” “may,” “will,”
“would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. These forward-looking statements are subject
to risks, uncertainties and other factors, many of which are outside of Company’s control, which could cause actual results
to differ materially from the results contemplated by the
forward-looking statements. These risks and uncertainties include the potential adverse effects
of the ongoing global coronavirus pandemic, including actions taken to contain or treat the coronavirus, on the Company, the Company’s
tenants and the global economy and financial markets and that any potential future acquisition is subject to market conditions
and capital availability and may not be identified or completed on favorable terms, or at all, as well as those risks and uncertainties
set forth in the Risk Factors section of the Company’s Annual Report on Form
10-K for the year ended December 31, 2019 filed on February 27, 2020 and all other filings with the SEC after that date, as such
risks, uncertainties and other important factors may be updated from time to time in the
Company’s subsequent reports. Further, forward looking statements speak only as of the date they are made, and the
Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results, unless required to do so by law.
Contacts:
Investor Relations
investorrelations@americanfinancetrust.com
(866) 902-0063