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): September 18, 2018

 

American Finance Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   001-38597   90-0929989

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

405 Park Avenue, 3 rd 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 x

 

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. x

 

 

 

 

 

 

Item 3.03. Material Modification to Rights of Security Holders.

 

Class B-1 Common Stock Conversion Date Set

 

On September 18, 2018, American Finance Trust, Inc. (the “Company”) filed a Certificate of Notice (the “Certificate”) with the State Department of Assessments and Taxation of Maryland providing notice of the determination by the Board of Directors of the Company (the “Board”) to change the date on which all shares of Class B-1 Common Stock, par value $0.01 per share (“Class B-1 Common Stock”), of the Company will automatically convert into shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Company and be listed on The Nasdaq Global Select Market (“Nasdaq”) from October 17, 2018 to October 10, 2018. This determination by the Board became effective upon the filing of the Certificate. There has been no change to the date on which the Class B-2 Common Stock, par value $0.01 per share, of the Company will automatically convert into shares of Class A Common Stock and be listed on Nasdaq, which remains January 15, 2019.

 

The foregoing summary of the material terms of the Certificate does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Certificate which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

 

Item 7.01. Regulation FD Disclosure.

 

On September 20, 2018, the Company published a list of frequently asked questions regarding the conversion of Class B-1 Common Stock to Class A Common Stock on its website, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Such frequently asked questions shall not be deemed “filed” for any purpose, including for the 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 in Item 7.01, 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 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Certificate of Notice of American Finance Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland on September 18, 2018
99.1   Class B-1 Common Stock Conversion Date FAQs

 

 

 

  

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.

 

  American Finance Trust, Inc.  
       
       
Date: September 20, 2018 By: /s/ Edward M. Weil, Jr.  
    Edward M. Weil, Jr.  
    Chairman, Chief Executive Officer
and President 		 

 

 

 

Exhibit 3.1

 

AMERICAN FINANCE Trust, Inc.

 

CERTIFICATE OF NOTICE

 

 

THIS IS TO CERTIFY THAT:

 

FIRST : The Board of Directors of American Finance Trust, Inc., a Maryland corporation (the “Company”), pursuant to the charter of the Company, including the terms of the Class B-1 Common Stock, $0.01 par value per share, of the Company (the “Class B-1 Common Shares”), has determined that each issued and outstanding Class B-1 Common Share shall automatically, and without any action on the part of the holder thereof, convert into one share of Class A Common Stock, $0.01 par value per share, of the Company at 12:01 a.m., Eastern time, on October 10, 2018.

 

SECOND : The undersigned officer acknowledges this Certificate of Notice to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

IN WITNESS WHEREOF, the Company has caused this Certificate of Notice to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 18 th day of September, 2018.

 

 

ATTEST: AMERICAN FINANCE TRUST, INC.
   
   
   
/s/ Katie Kurtz By:   /s/ Edward M. Weil, Jr. (SEAL)
Name:  Katie Kurtz Name:  Edward M. Weil, Jr.
Title:    Chief Financial Officer Title:    Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

American Finance Trust IMPORTANT INFORMATION AMERICAN FINANCE TRUST SETS THE CONVERSION DATE FOR ITS CLASS B-1 SHARES TO CONVERT INTO CLASS A SHARES American Finance Trust, Inc. (“AFIN”) announced on September 20, 2018 that all issued and outstanding shares of its Class B-1 common stock (“Class B-1 Shares”) will automatically convert into shares of its Class A common stock (“Class A Shares”) on October 10, 2018 (the “Conversion Date”). AFIN’s Class A Shares trade on the Nasdaq under the ticker symbol AFIN. The Class B-1 Shares represent approximately 25% of AFIN’s total outstanding shares, with the remaining 25% represented by shares of AFIN’s Class B-2 common stock (“Class B-2 Shares”). The Class B-2 Shares will automatically convert into Class A Shares no later than January 15, 2019. FREQUENTLY ASKED QUESTIONS WHAT DO I NEED TO DO IN ADVANCE OF THE CONVERSION DATE? 1) Financial advisors should confirm access to DST Vision and accuracy of information on client accounts, especially Tax IDs. 2) Financial advisors or shareholders should confirm DRS instructions and necessary forms with your broker dealer or preferred brokerage (for more information on DRS, please see below). 3) Submit any account maintenance or transfer requests as soon as possible. Maintenance and transfers will be frozen from October 5, 2018 until after the Conversion Date. WHAT IS DRS? 1) DRS is an electronic transfer of shares from the transfer agent. 2) All non-custodial accounts must be sent to brokerage accounts via DRS system. 3) DRS takes three business days to complete. 4) DRS is a “pull” process, AFIN cannot “push” shares out to your brokerage account. 5) Information needed to initiate a DRS request includes: a. An account confirmation showing the shares you own (we will mail you a confirmation shortly after the conversion of your Class B-1 Shares into Class A Shares, this is also available online at www.ar-global.com for shareholders or www.dstvision.com for financial advisors). b. AFIN’s Class A CUSIP: 02607T109 c. Our Transfer Agent’s DTC Identifier: 07889d. Any other documents your broker may require. YOU MUST CONTACT YOUR BROKER TO DETERMINE THEIR REQUIREMENTS. 6) Should shareholders wish to sell shares, we recommend that you first move shares owned to a brokerage account. 7) Most custodial held accounts will automatically move shares to the custodian.

 

 

 

HOW DO I SELL MY AFIN SHARES AFTER THE CONVERSION? After the Conversion Date, any shareholder wishing to sell shares may do so in one of two ways: 1) For maximum flexibility, we suggest moving shares into a brokerage account with a firm of your choice. 2) Alternatively, our transfer agent can facilitate a trade for you. Shares sold through this method will be sold only at current market price and could take up to 24 hours to be executed. Please call 866-902-0063 for more information. There is a cost to you to sell your shares through the transfer agent. WHAT TAX CONSIDERATIONS SHOULD I BE AWARE OF? HOW WILL COST BASIS BE DETERMINED AND TRANSMITTED? 1) The conversion of Class B-1 Shares into Class A Shares is not expected to have any tax impact to current AFIN shareholders or affect their cost basis or original purchase date for purposes of determining long-term capital gains or losses. 2) Cost basis will be transmitted to brokerage accounts if and when shares are moved out of our transfer agent’s records. 3) Shareholders should consult a qualified tax professional with any questions about the tax effects of selling Class A Shares received in the conversion and the purchase of fractional Class B-1 Shares for cash discussed below. FRACTIONAL SHARE REPURCHASE Many holders of Class B-1 Shares own fractional shares. The DRS system allows only for whole shares to be moved through its system and does not allow for fractional shares to be transmitted to brokerage accounts. As a result, in advance of the Conversion Date, AFIN will run a process to purchase any fractional Class B-1 shares you might have and issue a cash payment to you in a taxable transaction. The price for the fractional Class B-1 share repurchase will be based on the closing price of Class A Shares on the Nasdaq the day before the Conversion Date.