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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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 November 12, 2019, Global Net Lease, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Equity Distribution Agreement dated February 28, 2019, as amended on May 9, 2019 and June 21, 2019 (the “Equity Distribution Agreement”), among the Company and Global Net Lease Operating Partnership, L.P. (the “Operating Partnership”), on the one hand, and Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley FBR, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated and Ladenburg Thalmann & Co. Inc. (the “Agents”) in connection with the Company filing a new shelf registration statement on Form S-3, in order to increase the maximum aggregate sales price of the Company’s common stock that may be offered and sold from time to time by the Company pursuant to the Equity Distribution Agreement from $250,000,000 to $359,852,965, and other related matters. Following the Amendment, the aggregate maximum offering price on the Company’s new prospectus supplement dated as of November 12, 2019 for its “at the market” equity offering program is $250,000,000, net of the $109,852,965 of shares sold pursuant to the Equity Distribution Agreement under the Company’s prior shelf registration statement.
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 prior “at the market” equity offering program for its Series A preferred 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. 3, dated as of November 12, 2019, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley FBR, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc. Stifel, Nicolaus & Company, Incorporated and Ladenburg Thalmann & Co. Inc. | |
| 5.1 | Opinion of Venable LLP. | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1 hereto). | |
| 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: November 12, 2019 | By: | /s/ James L. Nelson | ||
| Name: | James L. Nelson | |||
| Title: | Chief Executive Officer and President | |||