As filed with the Securities and Exchange Commission on May 22, 2018

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1

to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

AMERICAN FINANCE TRUST, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $0.01 par value per share

(Title of Class of Securities)

02607T109

(CUSIP Number of Class of Securities)

Edward M. Weil, Jr.
Chairman, Chief Executive Officer and President
American Finance Trust, Inc.
405 Park Avenue, 4th Floor
New York, New York 10022
(212) 415-6500

(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

With copies to:

Peter M. Fass, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000 Michael J. Choate, Esq.
Proskauer Rose LLP
Three First National Plaza
70 West Madison, Suite 3800
Chicago, Illinois 60602
(312) 962-3567

CALCULATION OF FILING FEE

Transaction Valuation:	Amount of Filing Fee:
$15,450,000(a)		$	1,923.53(b)

(a) Calculated as the maximum aggregate purchase price to be paid for shares of common stock.

(b) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2018, equals $124.50 per million dollars of the aggregate value of the transaction.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$ 1,923.53	Filing Party:	American Finance Trust, Inc.
Form or Registration No.:	005-88802	Date Filed:	May 1, 2018

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

SCHEDULE TO

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2018 (as amended by Amendment No. 1, the “Schedule TO”). This Schedule TO relates to the offer by American Finance Trust, Inc., a Maryland corporation (the “Company”), to purchase up to 1,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to, but not more than, 2% of the Company’s outstanding Shares (resulting in a commensurate increase in the dollar volume by up to approximately $32.4 million) without amending or extending the offer in accordance with rules promulgated by the Securities and Exchange Commission, at a purchase price equal to $15.45 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 30, 2018 (as amended hereby and as the same may be further amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements thereto, constitute the “Offer.”

The purpose of this Amendment No. 1 is to amend and supplement the Schedule TO and the Offer to Purchase to reflect that the Company has engaged BMO Capital Markets Corp. in connection with the review of listing by the Company’s board of directors and management. Only those items amended are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in this Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment No. 1 should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Items 1 through 9.

Each of the fifth sentence of the fifth paragraph under the heading “Summary Term Sheet — What is the purpose of the Offer?” in the Offer to Purchase, the fifth sentence of the sixth paragraph under the heading “The Offer — 1. Price; Number of Shares; Expiration Date; Proration” of the Offer to Purchase, and the second sentence of the fourth paragraph under the heading “The Offer — 3. Certain Information About the Company — Our Business” of the Offer to Purchase are hereby amended and restated as follows:

“In connection with the review of listing by the Company’s board of directors and management, the Company has engaged BMO Capital Markets Corp. to, among other things, provide strategic advice to the Company related to positioning the Company in the public markets. As previously disclosed, the Company intends to list its Shares on NASDAQ under the symbol “AFIN” at a time to be determined by its board of directors. There can be no assurance as to when or if the Company's Shares will commence trading or of the price at which the Company's Shares may trade.”

The first paragraph under the heading “The Offer — 13. Certain Information About the Company – Recent Securities Transactions” of the Offer to Purchase is hereby amended and restated as follows:

“Between March 1, 2018 and May 18, 2018, pursuant to the DRIP, the Company issued (i) 155,219 Shares at $23.37 per Share, equal to the then current Estimated Per-Share NAV as of December 31, 2016, and (ii) 324,991 Shares at $23.56 per Share, equal to the then current Estimated Per-Share NAV as of December 31, 2017.”

The list of SEC filings under the heading “The Offer — 13. Certain Information About the Company — Incorporation by Reference” is hereby amended to add the following bullet points:

“• Our Quarterly Report on Form 10-Q, filed on May 14, 2018;

• Our Current Report on Form 8-K, filed on May 2, 2018;

• Our Current Report on Form 8-K, filed on May 22, 2018.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  May 22, 2018
	American Finance Trust, Inc.
	By:	/s/ Edward M. Weil, Jr.​
		Edward M. Weil, Jr.
		Chairman, Chief Executive Officer and President