Global Net Lease, Inc. (NYSE:GNL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
Implementation of At-the-Market Program
On December 12, 2016, Global Net Lease, Inc. (the Company)
entered into an Equity Distribution Agreement (the Equity
Distribution Agreement) with UBS Securities LLC, Robert W. Baird
Co. Incorporated, Capital One Securities, Inc., Mizuho Securities
USA Inc. and FBR Capital Markets Co. (each, an Agent and
collectively, the Agents), to which the Company may, from time to
time, offer, issue and sell to the public, through the Agents,
shares of the Companys Common Stock, par value $0.01 per share
(the Shares) having an aggregate offering price of up to
$175,000,000.
Subject to the terms and conditions of the Equity Distribution
Agreement, the Agents will use their commercially reasonable
efforts to sell, on the Companys behalf, shares of common stock
offered by the Company under and in accordance with the Equity
Distribution Agreement. The sales, if any, of the Shares, 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 any net proceeds from the offering for
general corporate purposes, including funding investment
activity, repaying outstanding indebtedness (including borrowings
under the Companys revolving credit facility), and for working
capital. The Equity Distribution Agreement provides that the
applicable Agent will be entitled to compensation for its
services of up to 1.0% of the gross sales price of all Shares
sold through it as Agent under the Equity Distribution Agreement.
The Company has no obligation to sell any of the Shares under the
Equity Distribution Agreement, and may at any time suspend
solicitation and offers under the Equity Distribution Agreement.
The Shares will be issued to the Companys shelf registration
statement on FormS-3 (Registration No. 333-214579). The Company
filed a prospectus supplement (the Prospectus Supplement), dated
December 12, 2016, 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. A copy of the Equity Distribution
Agreement is filed as Exhibit 1.1 to this Current Report on
Form8-K, and the description of the material terms of the Equity
Distribution Agreement in this Item1.01 is qualified in its
entirety by reference to such Exhibit, which is incorporated
herein by reference.
This Current Report 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| 1.1 | Equity Distribution Agreement dated December 12, 2016 |
| 5.1 | Opinion of Venable LLP regarding the legality of the Shares |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) |
About Global Net Lease, Inc. (NYSE:GNL)
Global Net Lease, Inc. is a real estate investment trust that focuses on acquiring and managing a portfolio of strategically located commercial real estate properties. The Company’s business consists of owning, managing, operating, leasing, acquiring, investing in and disposing of real estate assets. The Company focuses its investments on commercial and retail properties, including special use single tenant properties. The Company owns approximately 330 net-leased commercial properties consisting of over 18.7 million rentable square feet. The Company has approximately 270 properties located in the United States and Puerto Rico, over 40 properties located in the United Kingdom and approximately 20 properties located across continental Europe. Its portfolio of real estate properties includes McDonald’s, Wickes Building Supplies I, Thames Water, Northern Rock, Con-way Freight, Western Digital, GE Aviation, DFS Trading, Talk Talk, GSA IV, Nissan, Select Energy Services I and Lhoist. Global Net Lease, Inc. (NYSE:GNL) Recent Trading Information
Global Net Lease, Inc. (NYSE:GNL) closed its last trading session down -0.17 at 7.73 with 425,029 shares trading hands.