EX-1.1 2 tm2222367d3_ex1-1.htm EXHIBIT 1.1

 

Exhibit 1.1

 

GLOBAL NET LEASE, INC.

AMENDMENT NO. 7 TO EQUITY DISTRIBUTION AGREEMENT

 

August 5, 2022

 

Capital One Securities, Inc.  Ladenburg Thalmann & Co. Inc.
299 Park Avenue, 14th Floor  640 5th Avenue, 4th Floor
New York, New York 10171  New York, New York 10019
    
Mizuho Securities USA LLC  Barclays Capital Inc.
1271 Avenue of the Americas  745 7th Avenue, 5th Floor
New York, New York 10020  New York, New York 10019
    
B. Riley Securities, Inc.  Huntington Securities, Inc.
299 Park Avenue, 21st Floor  41 South High Street
New York, New York 10171  Columbus, Ohio 43287
    
KeyBanc Capital Markets Inc.  SG Americas Securities, LLC
127 Public Square, 8th Floor  245 Park Avenue
Cleveland, Ohio 44114  New York, New York 10167
    
BMO Capital Markets Corp.  Credit Suisse Securities (USA) LLC
151 West 42nd Street, 32nd Floor  Eleven Madison Avenue
New York, New York 10036  New York, New York 10010
    
SMBC Nikko Securities America, Inc.  Comerica Securities, Inc.
277 Park Avenue  3551 Hamlin Rd, 4th Floor
New York, New York 10172  Auburn Hills, Michigan 48326
    
JMP Securities LLC  Synovus Securities, Inc.
600 Montgomery Street, Suite 1100  800 Shades Creek Parkway, Suite 350
San Francisco, California 94111  Birmingham, Alabama 35209

 

Ladies and Gentlemen:

 

This Amendment No. 7 (this “Amendment”) is being entered into 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 Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., SMBC Nikko Securities America, Inc., JMP Securities LLC, Ladenburg Thalmann & Co. Inc., Barclays Capital Inc., Huntington Securities, Inc., SG Americas Securities, LLC, Credit Suisse Securities (USA) LLC, Comerica Securities, Inc. and Synovus Securities, Inc. (together with the Company and the Operating Partnership, the “Parties”) to amend the Equity Distribution Agreement, dated as of February 28, 2019, as amended by Amendment No. 1 to Equity Distribution Agreement, effective as of May 9, 2019, Amendment No. 2 to Equity Distribution Agreement, effective as of June 21, 2019, Amendment No. 3 to Equity Distribution Agreement, effective as of November 12, 2019, Amendment No. 4 to Equity Distribution Agreement, effective as of March 19, 2021, Amendment No. 5 to Equity Distribution Agreement, effective as of November 5, 2021 and Amendment No. 6 to Equity Distribution Agreement, effective as of February 25, 2022 (the “Agreement”), related to the issuance and sale of the Company’s common 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 Jefferies LLC on the date hereof, and the Company’s desire to add Huntington Securities, Inc., SG Americas Securities, LLC, Credit Suisse Securities (USA) LLC, Comerica Securities, Inc. and Synovus Securities, Inc. as Agents, the Parties hereto wish to amend the Agreement through 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. Amendments to the Agreement. The Parties hereby agree and acknowledge, from and after the Effective Date, that:

 

a.The definitions of the terms “Agent” and “Agents” are hereby amended and restated in their entirety to read as follows: “Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., SMBC Nikko Securities America, Inc., JMP Securities LLC, Ladenburg Thalmann & Co. Inc., Barclays Capital Inc., Huntington Securities, Inc., SG Americas Securities, LLC, Credit Suisse Securities (USA) LLC, Comerica Securities, Inc. and Synovus Securities, Inc. (each an “Agent” and collectively, the “Agents”).”

 

b.Section 10 of the Agreement is hereby amended to delete the following “(h) Jefferies LLC, 520 Madison Avenue, New York, NY 10022 Attn: General Counsel;” and replace it with “(h) Huntington Securities, Inc., 41 South High Street, Columbus, Ohio 43287, Facsimile: (877) 807-4721, Attention: Equity Capital Markets,” and is also hereby amended to include the following subsections (k), (l), (m) and (n): “(k) SG Americas Securities, LLC, 245 Park Avenue, New York, New York 10167, Telephone: (212) 278-7415, Attention: Strategic Transactions Group, Americas, Email: list.amer-mark-eqd-sls-stg@socgen.com; (l) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, Facsimile: (212) 325-4296, Attention: IBCM Legal, (m) Comerica Securities, Inc., 3551 Hamlin Rd., 4th Floor, Auburn Hills, Michigan 48326, Telephone: (248) 371-6975, Attention: Alex Sin and (n) Synovus Securities, Inc., 800 Shades Creek Parkway, Suite 350, Birmingham, Alabama 35209, Facsimile: (205) 868-6451, Attention: Capital Markets Group.”

 

SECTION 2. 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 3. 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 4. 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 5.  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 Amendment 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 6. 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.

 

 

 

 

SECTION 7. Successors and Assigns. This Amendment shall be binding upon each Party hereto and their successors and assigns and any successor or assign of any substantial portion of the Party’s respective businesses and/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 and President

 

  GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.
     
  By: Global Net Lease, Inc., its general partner
     
  By:   /s/ James L. Nelson
  Name: James L. Nelson
  Title:   Chief Executive Officer and President

 

[Signature Page to Amendment No. 7 to Equity Distribution Agreement]

 

 

 

 

ACCEPTED as of the date first above written  
   
CAPITAL ONE SECURITIES, INC.  
   
By:  /s/ Gregory Horstman     
Name: Gregory Horstman  
Title: Managing Director  
   
MIZUHO SECURITIES USA LLC  
   
By: /s/ Stephen F.X. Roney  
Name: Stephen F.X. Roney  
Title: Managing Director  
    
B. RILEY SECURITIES, INC.  
   
By: /s/ Patrice McNicoll  
Name: Patrice McNicoll  
Title: Senior Managing Director & Co-Head of Investment Banking  
   
KEYBANC CAPITAL MARKETS INC.  
   
By: /s/ Michael Jones  
Name: Michael Jones  
Title: Director, Equity Capital Markets  
   
BMO CAPITAL MARKETS CORP.  
   
By: /s/ David Raff  
Name: David Raff  
Title: Managing Director  
   
SMBC NIKKO SECURITIES AMERICA, INC.  
   
By: /s/ Michael A. Walsh  
Name: Michael A. Walsh  
Title: Managing Director  
   
JMP SECURITIES LLC  
   
By: /s/ Eric Clark  
Name: Eric Clark  
Title: Managing Director  

 

[Signature Page to Amendment No. 7 to Equity Distribution Agreement]

 

 

 

 

LADENBURG THALMANN & CO. INC.  
   
By: /s/ Steve Kaplan             
Name: Steve Kaplan  
Title: Head of Capital Markets  
   
BARCLAYS CAPITAL INC.  
   
By: /s/ Warren Fixmer  
Name: Warren Fixmer  
Title: Managing Director  
   
HUNTINGTON SECURITIES, INC.  
   
By: /s/ Peter Dippolito  
Name: Peter Dippolito  
Title: Senior Vice President  
   
SG AMERICAS SECURITIES, LLC  
   
By: /s/ David Getzler  
Name: David Getzler  
Title: Managing Director  
   
CREDIT SUISSE SECURITIES (USA) LLC  
   
By: /s/ Craig Wiele  
Name: Craig Wiele  
Title: Managing Director  
   
COMERICA SECURITIES, INC.  
   
By: /s/ Cynthia J. Higgins  
Name: Cynthia J. Higgins  
Title: Managing Director  
   
SYNOVUS SECURITIES, INC.  
   
By: /s/ J.T. Wall, Jr.  
Name: J.T. Wall, Jr.  
Title: Senior Vice President  

 

[Signature Page to Amendment No. 7 to Equity Distribution Agreement]