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): August 6, 2021
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-37390 | 45-2771978 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
650 Fifth Avenue, 30th Floor
New York, New York 10019
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (212) 415-6500
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value per share | GNL | New York Stock Exchange | ||
| 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | GNL PR A | New York Stock Exchange | ||
| 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | GNL PR B | New York Stock Exchange | ||
| Preferred Stock Purchase Rights |
true |
New York Stock Exchange |
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 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Equity Distribution Agreement
On August 6, 2021, Global Net Lease, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Equity Distribution Agreement dated December 13, 2019 (as amended, the “Equity Distribution Agreement”), among the Company and Global Net Lease Operating Partnership, L.P. (the “Operating Partnership”), on the one hand, and B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. (the “Agents”) to remove D.A. Davidson & Co. (“D.A. Davidson”) as an agent in the Company’s “at-the-market” program for Series B Preferred Stock as the Company was previously advised by D.A. Davidson that it no longer participates in the REIT market due to departures at D.A. Davidson’s equity capital markets group. The Amendment also adds Barclays Capital, Inc. as an agent in the Company’s “at-the-market” program for Series B Preferred Stock.
Certain of the Agents or their affiliates are or have been lenders under the Company’s credit facility and other loans, agents under the Company’s “at the market” equity offering program for its common stock or counterparties with respect to certain of the Company’s derivative contracts.
A copy of the Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the material terms of the Amendment in this Item 1.01 is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit
No. |
Description | |
| 1.1 | Amendment No. 1, dated as of August 6, 2021, to Equity Distribution Agreement, dated December 13, 2019, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL NET LEASE, INC. | ||
| Date: August 6, 2021 | By: | /s/ James L. Nelson |
| Name: James L. Nelson | ||
| Title: Chief Executive Officer and President | ||
Exhibit 1.1
GLOBAL NET LEASE, INC.
AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
August 6, 2021
BMO Capital Markets Corp.
3 Times Square
New York, New York 10036
B. Riley Securities, Inc. (f/k/a B. Riley FBR, Inc.)
299 Park Avenue, 21st Floor
New York, New York 10171
KeyBanc Capital Markets Inc.
127 Public Square, 11th Floor
Cleveland, Ohio 44114
Ladenburg Thalmann & Co. Inc.
640 5th Avenue, 4th Floor
New York, New York 10019
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement, dated as of December 13, 2019 (the “Agreement”), by and among Global Net Lease, Inc., a Maryland corporation (the “Company”), and Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), on the one hand, and BMO Capital Markets Corp., B. Riley Securities, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., and D.A. Davidson & Co. (“D.A. Davidson”) regarding the issuance and sale of the Company’s 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, pursuant to the terms thereof. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
In light of the Company’s termination of Agreement, as to D.A Davidson on the date hereof, and the Company’s desire to add Barclays Capital, Inc. as an Agent, the parties hereto wish to amend the Agreement through this Amendment No. 1 to the Equity Distribution Agreement (this “Amendment”) to modify the definition of certain defined terms set forth in the Agreement with effect on and after the date hereof (the “Effective Date”).
SECTION 1. Amendment to the Agreement. The Parties hereby agree, from and after the Effective Date, that:
| a. | The definitions of the terms “Agent” and “Agents” are hereby amended to read as follows: “BMO Capital Markets Corp., B. Riley Securities, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. (each an “Agent” and collectively, the “Agents”).” |
| b. | Section 10 of the Agreement is hereby amended to delete the following “D.A. Davidson & Co., 8 Third Street North, Great Falls, Montana 59401;” and replace it with “Barclays Capital, Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, Fax No. (646) 834-8133 ;” |
SECTION 2. Obligations Binding upon Barclays Capital Inc. Barclays Capital Inc. hereby agrees to be bound by the terms of the Agreement. Barclays Capital Inc. shall be considered to be an Agent in the offering of the Shares under the Agreement to the same extent as if it were a party to the Agreement on the date of the execution thereof.
SECTION 3. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment.
SECTION 4. Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment brought by the other party hereto to the jurisdiction of the courts of New York State located in the Borough of Manhattan and the U.S. District Court for the Southern District of New York.
SECTION 5. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 6. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 7. Waiver of Jury Trial. Each of the Company, the Operating Partnership and the Agents hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Amendment or the transactions contemplated hereby or thereby.
SECTION 8. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience and reference only and are not to be considered in construing this Amendment.
SECTION 9. Successors and Assigns. This Amendment shall be binding upon each Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Company’s and the Operating Partnership’s and each Agent’s respective business or assets.
[Signature Page Follows]
| Very truly yours, | ||
| GLOBAL NET LEASE, INC. | ||
| By: | /s/ James L. Nelson | |
| Name: James L. Nelson | ||
| Title: Chief Executive Officer | ||
| GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. | ||
| By: | /s/ James L. Nelson | |
| Name: James L. Nelson | ||
| Title: Chief Executive Officer | ||
[Signature Page to Amendment No. 1 to Equity Distribution Agreement]
| Confirmed as of the date first above mentioned: | ||
| BMO CAPITAL MARKETS CORP. | ||
| By: | /s/ Brian Riley | |
| Name: Brian Riley | ||
| Title: Managing Director, Global Markets | ||
| B. RILEY SECURITIES, INC. | ||
| By: | /s/ Patrice McNicoll | |
| Name: Patrice McNicoll | ||
| Title: Co-Head Investment Banking | ||
| KEYBANC CAPITAL MARKETS INC. | ||
| By: | /s/ Paul Hodemarsky | |
| Name: Paul Hodemarsky | ||
| Title: Managing Director, Equity Capital Markets | ||
| LADENBURG THALMANN & CO., INC. | ||
| By: | /s/ Steve Kaplan | |
| Name: Steve Kaplan | ||
| Title: Head of Capital Markets | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Ernest Kwarteng | |
| Name: Ernest Kwarteng | ||
| Title: Managing Director | ||
[Signature Page to Amendment No. 1 to Equity Distribution Agreement]