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): May 19, 2017
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.) |
405 Park Avenue,
4
th
Floor
New York, New York 10022
(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)) |
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. |
Addition of KeyBanc to Existing “At-the-Market” Program
On May 19, 2017, Global Net Lease, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Equity Distribution Agreement dated December 12, 2016 between the Company, its operating partnership and UBS Securities LLC, Robert W. Baird & Co. Incorporated, Capital One Securities, Inc., Mizuho Securities USA LLC and FBR Capital Markets & Co., solely for the purpose of adding KeyBanc Capital Markets Inc. (“KeyBanc”) as an additional agent under the Company’s “At-the-Market” program.
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 such Exhibit, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| 1.1 | Amendment No. 1 to Equity Distribution Agreement |
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.
| Date: May 19, 2017 | By: | /s/ Scott J. Bowman |
|
Name: Scott J. Bowman
Title: Chief Executive Officer and President |
||
Exhibit 1.1
GLOBAL NET LEASE, INC.
AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
May 19, 2017
UBS Securities LLC
1285 Avenue of the Americas
New York, NY 10019
Robert W. Baird & Co. Incorporated
1717 K Street NW, Suite 910
Washington, D.C. 20007
Capital One Securities, Inc.
299 Park Avenue, 14th Floor
New York, NY 10171
Mizuho Securities USA LLC
320 Park Avenue, 12th Floor
New York, NY 10022
FBR Capital Markets & Co.
299 Park Avenue, 7th Floor
New York, NY 10171
KeyBanc Capital Markets Inc.
127 Public Square, 4th Floor,
Cleveland, Ohio 44114
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement (the “ Agreement ”), dated as of December 12, 2016, 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 UBS Securities LLC, Robert W. Baird & Co. Incorporated, Capital One Securities, Inc., Mizuho Securities USA LLC (formerly known as Mizuho Securities USA Inc.) and FBR Capital Markets & Co. (each an “ Existing Agent ” and collectively, the “ Existing Agents ” and together with the Company and the Operating Partnership, the “ Parties ”) pursuant to which the Company may issue and sell through the Existing Agents, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share, having an aggregate sale price of up to $175,000,000. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
In connection with the foregoing, the Parties wish to amend the Agreement through this Amendment No. 1 to Equity Distribution Agreement (this “ Amendment ”) to modify the definition of certain defined terms set forth in the Agreement and used therein and to make certain other changes to the Agreement with effect on and after the date hereof (the “ Effective Date ”).
SECTION 1. Amendments to the Agreement . The Parties agree, from and after the Effective Date, that:
| (a) | The definitions of the terms “Agent” and “Agents” are hereby amended to read as follows: “UBS Securities LLC, Robert W. Baird & Co. Incorporated, Capital One Securities, Inc., Mizuho Securities USA LLC, FBR Capital Markets & Co. and KeyBanc Capital Markets Inc. (each an “ Agent ” and collectively, the “ Agents ”),” |
| (b) | Section 10 of the Agreement is hereby amended to include the following subsection (f): “(f) KeyBanc Capital Markets Inc., 127 Public Square, 4th Floor, Cleveland, Ohio 44114, Attention: Equity Capital Markets, Fax No. (216) 689-0845” |
SECTION 2. Obligations Binding Upon KeyBanc Capital Markets Inc. KeyBanc Capital Markets Inc. hereby agrees to be bound by the terms of the Agreement. KeyBanc Capital Markets Inc. shall be considered to be an Agent 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. Counterparts . This Amendment may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.
SECTION 5. Law; Construction . This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment (“ Claim ”), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.
SECTION 6. Submission to Jurisdiction . Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership hereby consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment.
SECTION 7. Headings . The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment.
[Signature Page Follows]
| Very truly yours, | ||
| GLOBAL NET LEASE, INC. | ||
| By: | /s/ Scott Bowman | |
| Name: Scott Bowman | ||
| Title: President and Chief Executive Officer | ||
| GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. | ||
| By: | Global Net Lease, Inc., its general partner | |
| By: | /s/ Scott Bowman | |
| Name: Scott Bowman | ||
| Title: President and Chief Executive Officer | ||
| ACCEPTED as of the date first above written | ||
| UBS SECURITIES LLC | ||
| By: | /s/ Christopher Allred | |
| Name: Christopher Allred | ||
| Title: Managing Director | ||
| UBS SECURITIES LLC | ||
| By: | /s/ Whitney Mikell | |
| Name: Whitney Mikell | ||
| Title: Associate Director | ||
| ROBERT W. BAIRD & CO. INCORPORATED | ||
| By: | /s/ Sandy Walter | |
| Name: | Sandy Walter | |
| Title: | Vice President | |
| CAPITAL ONE SECURITIES, INC. | ||
| By: | /s/ Greg K. Steele | |
| Name: | Greg K. Steele | |
| Title: | Managing Director | |
| MIZUHO SECURITIES USA LLC | ||
| By: | /s/ John T. Deignan | |
| Name: | John T. Deignan | |
| Title: | Managing Director | |
| FBR CAPITAL MARKETS & CO. | ||
| By: | /s/ Patrice McNicoll | |
| Name: | Patrice McNicoll | |
| Title: | Senior Managing Director | |
|
KeyBanc Capital Markets INC. |
||
| By: | /s/ Paul Hodermarsky | |
| Name: | Paul Hodermarsky | |
| Title: | Managing Director | |