UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 1.01. | Entry into a Material Definitive Agreement. |
Implementation of “At-the-Market” Program
On December 13, 2019, Global Net Lease, Inc. (the “Company”) and Global Net Lease Operating Partnership, L.P. (the “Operating Partnership”), the Company’s operating partnership, entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with BMO Capital Markets Corp., B. Riley FBR, Inc., Ladenburg Thalmann & Co. Inc., D.A. Davidson & Co., and KeyBanc Capital Markets Inc. (each, an “Agent” and collectively, the “Agents”), pursuant to which the Company may, from time to time, offer, issue and sell to the public, through the Agents, shares (the “Shares”) of the Company’s 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”) having an aggregate offering price of up to $200,000,000.
Subject to the terms and conditions of the Equity Distribution Agreement, the Agents will use their commercially reasonable efforts to sell, on the Company’s behalf, shares of the Series B Preferred Stock offered by the Company under and in accordance with the Equity Distribution Agreement. The sales, if any, of the Series B Preferred Stock, made under the Equity Distribution Agreement will be made by means of ordinary brokers’ transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Actual sales will depend on a variety of factors to be determined by the Company from time to time.
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include purchases of additional properties. The Company may also repay amounts borrowed under its credit facility used for, among other purposes, the purchase of additional properties.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-234631). The Company filed a prospectus supplement (the “Prospectus Supplement”), dated December 13, 2019, with the Securities and Exchange Commission in connection with the offer and sale of the Shares.
The Equity Distribution Agreement contains customary representations, warranties, and agreements of the Company and the Agents, indemnification rights and obligations of the parties and termination provisions. The foregoing description of the Equity Distribution Agreement does not purport to be a complete description and is qualified in its entirety by reference to the Equity Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Certain of the Agents or their affiliates are or have been lenders under the Company’s credit facility or agents under the Company’s existing “at-the-market” program for shares of its common stock.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
A copy of the opinion of Venable LLP relating to Preferred Stock Offering is attached to this Current Report on Form 8-K as Exhibit 5.1.
Amendment to the Operating Partnership Agreement
On December 13, 2019, the Company, in its capacity as the general partner of the Operating Partnership, entered into a Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Seventh Amendment”), increasing by 8,000,000 the number of authorized 6.875% Series B Cumulative Redeemable Perpetual Preferred Units, which are units of limited partnership in the Operating Partnership that have economic interests that are substantially similar to the designations, preferences and other rights of the Series B Preferred Stock.
The foregoing description of the Seventh Amendment does not purport to be a complete description and is qualified in its entirety by reference to the Seventh Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.03. | Material Modifications to Rights of Security Holders. |
Charter Amendment
On December 13, 2019, the Company filed an amendment to its charter (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”), which became effective upon acceptance for record. Pursuant to the Articles of Amendment, the Company increased the number of shares of stock the Company’s charter authorizes the Company to issue from 166,670,000 shares of stock, consisting of 150,000,000 shares of common stock, $0.01 par value per share, and 16,670,000 shares of preferred stock, $0.01 par value per share, to 280,000,000 shares of stock, consisting of 250,000,000 shares of common stock and 30,000,000 shares of preferred stock.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Series B Preferred Stock
On December 13, 2019, the Company filed its Articles Supplementary (the “Articles Supplementary”) with the SDAT, which became effective upon acceptance for record. The Articles Supplementary classified an additional 8,000,000 shares of the Company’s authorized shares of preferred stock as shares of Series B Preferred Stock.
The foregoing description of the Articles Supplementary does not purport to be a complete description and is qualified in its entirety by reference to the Articles Supplementary, which is filed as Exhibit 3.2 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 about the Articles of Amendment and the Articles Supplementary set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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: December 13, 2019 | By: | /s/ James L. Nelson | |
| Name: | James L. Nelson | ||
| Title: | Chief Executive Officer and President | ||