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. |
The information under the caption Indemnification Agreement in
Item 5.02 is incorporated by reference herein.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On December 22, 2016, the previously announced merger (the
Merger) of American Realty Capital Global Trust II, Inc., (Global
II) into Mayflower Acquisition LLC (Merger Sub), a Maryland
limited liability company and wholly owned subsidiary of Global
Net Lease, Inc. (the Company) became effective to the Agreement
and Plan of Merger (the Merger Agreement) among the Company,
Global Net Lease Operating Partnership, L.P. (the GNL OP), Merger
Sub, Global II and American Realty Capital Global II Operating
Partnership, L.P. (the Global II OP). As a result of the Merger,
the Company acquired the business of Global II, which immediately
prior to the effective time of the Merger, owned a portfolio of
commercial properties, with an emphasis on sale-leaseback
transactions involving single tenant net-leased commercial
properties, located primarily in Europe.
The merger of the Global II OP into the GNL OP, which preceded
the Merger of Global II into the Merger Sub, became effective at
4:01 p.m., to the Certificate of Merger filed with the Secretary
of State of the State of Delaware with an effective date of
December 22, 2016. The Merger became effective at 4:02 p.m., to
the Articles of Merger filed with the State Department of
Assessments and Taxation of Maryland with an effective date of
December 22, 2016.
to the terms and subject to the conditions set forth in the
Merger Agreement, each outstanding share of common stock,
including restricted shares of common stock, of Global II, $0.01
par value per share (Global II Common Stock) other than shares
owned by the Company, any subsidiary of the Company or any wholly
owned subsidiary of Global II, was converted into the right to
receive 2.27 shares of common stock of the Company, par value
$0.01 per share (Company Common Stock) (such consideration, the
Stock Merger Consideration), and each outstanding unit of limited
partnership interest and Class B interest of the Global II OP
(collectively, Global II OP Units) was converted into the right
to receive 2.27 shares of Company Common Stock (the Partnership
Merger Consideration and, together with the Stock Merger
Consideration, the Merger Consideration), in each case with cash
paid in lieu of fractional shares.
In addition, as provided in the Merger Agreement, all outstanding
restricted stock of Global II became fully vested and entitled to
receive the Merger Consideration.
The Company issued approximately 28.7 million Company Common
Shares as consideration in the Merger. Based on the closing price
of the shares of Company Common Stock on December 21, 2016, as
reported on the New York Stock Exchange, the aggregate value of
the merger consideration paid or payable to former holders of
Global II Common Stock and former holders of units of Global II
OP Units was approximately $220.9 million.
The Company did not, and does not intend to, borrow any funds
under the $150,000,000 senior secured bridge loan facility
entered into on August 8, 2016 in connection with the Merger
Agreement.
A copy of the Merger Agreement has been previously filed as
Exhibit 2.1 to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission (the SEC) on August 8,
2016, and is incorporated by reference herein. The foregoing
description of the Merger Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Merger Agreement.
The Company and Global II are each sponsored, directly or
indirectly, by AR Global Investments, LLC (AR Global). AR Global
and its affiliates provides investment and advisory services to
the Company, and previously provided such services to Global II,
to written advisory agreements. In connection with, and subject
to the terms and conditions of, the Merger Agreement, certain
equity interests in the Global II OP held by AR Global and its
affiliates that were subject to forfeiture were, consistent with
the terms of the Global II OP partnership agreement, no longer
subject to forfeiture and were exchanged for GNL Common Stock in
the Partnership Merger.
The foregoing description of the material relationships between
AR Global and its affiliates and the parties to the agreements
described in this Current Report on Form 8-K is qualified in its
entirety by reference to the The Merger Interests of the GNL
Advisor and the Global II Advisor in the Merger, The Merger
Interests of Global IIs Directors and Executive Officers in the
Merger and The Merger Potential Conflicts sections of the Joint
Proxy Statement/Prospectus filed by GNL and Global II on November
8, 2016.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
to the terms of the Merger Agreement, on December 21, 2016, the
Companys board of directors appointed Lee M. Elman to serve as an
independent director of the Company, effective as of December 22,
2016. Mr. Elman will serve on the Companys Audit Committee,
Nominating and Corporate Governance Committee, Conflicts
Committee and Compensation Committee. Simultaneously with the
appointment of Mr. Elman, the Board took action to increase the
number of directors constituting the entire board to five
directors to the Companys bylaws. There are no related party
transactions involving Mr. Elman that are reportable under Item
404(a) of Regulation S-K.
Mr. Elman, like the Companys other independent directors, will
participate in the Companys compensation program for independent
directors and the Companys employee and director incentive
restricted share plan.
Lee M. Elman served as an independent director of Global II from
April 2015 until the close of the Merger. He has also served as
an independent director and chair of the audit committee for
American Realty Capital New York City REIT, Inc. since February
2016 and as an independent director of Healthcare Trust, Inc.
since December 2016. Since 1979, Mr. Elman has served as
President of Elman Investors, Inc., an international real estate
investment banking firm which he also founded. He is also a
partner of Elman Ventures, an organization which is advisor to,
and partner with, various foreign investors in United States real
estate ventures. He has over 40 years of real estate experience,
including as an investing principal, a real estate investment
banker, and an investment advisor for both U.S. and foreign
investors. As President of Elman Investors, Inc., Mr. Elman has
negotiated the acquisition of properties in the United States,
Europe and Latin America; and presently serves as a General
Partner in numerous real estate partnerships. Mr. Elman holds a
J.D. from Yale Law School and a B.A. from Princeton Universitys
Woodrow Wilson School of Public and International Affairs.
Indemnification Agreement
On December 22, 2016, the Company entered into an indemnification
agreement (the Indemnification Agreement) with Lee M.
Elman (the Indemnitee) in order to permit the Company to
indemnify the Indemnitee to the maximum extent permitted by
Maryland law from and against all judgments, penalties, fines and
amounts paid in settlement and expenses actually and reasonably
incurred by such Indemnitee that may result or arise in
connection with such Indemnitee serving in his or her capacity as
a present or former director, officer, employee or agent of the
Company or as a director, trustee, officer, partner, manager,
managing member, fiduciary, employee or agent of any other
foreign or domestic corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other
enterprise that such person is or was serving in such capacity at
the request of the Company. The Indemnification Agreement further
provides that, subject to the limitations set forth in the
Indemnification Agreement, the Company will, without requiring a
preliminary determination of the Indemnitees ultimate entitlement
of indemnification under the Indemnification Agreement, advance
all reasonable expenses to the Indemnitee incurred by or on
behalf of the Indemnitee in connection with any proceeding the
Indemnitee is or is threatened to be made a party to.
The Indemnification Agreements provide that the Indemnitee is
entitled to indemnification unless it is established by clear and
convincing evidence that (a) the act or omission of Indemnitee
was material to the matter giving rise to the proceeding and (i)
was committed in bad faith or (ii) was the result of active and
deliberate dishonesty, (b) the Indemnitee actually received an
improper personal benefit in money, property or services or (c)
in the case of any criminal proceeding, Indemnitee had reasonable
cause to believe that his or her conduct was unlawful. The
Indemnification Agreement further limits the Indemnitees
entitlement to indemnification in cases where (a) the proceeding
was one by or in the right of the Company and the Indemnitee was
adjudged, in a final adjudication of the proceeding not subject
to further appeal, to be liable to the Company, (b) the
Indemnitee was adjudged, in a final adjudication of the
proceeding not subject to further appeal, to be liable on the
basis that personal benefit was improperly received in any
proceeding charging improper personal benefit to the Indemnitee,
or (c) the proceeding was brought by the Indemnitee, except in
certain circumstances.
The Indemnification Agreement also provides that, except for a
proceeding brought by the Indemnitee, the Company has the right
to defend the Indemnitee in any proceeding which may give rise to
indemnification under the Indemnification Agreement. The
Indemnification Agreement grants the Indemnitee the right to
separate counsel at the Companys expense in certain proceedings
involving separate defenses, counterclaims or other conflicts of
interest and in proceedings in which the Company fails to assume
the defense of the Indemnitee in a timely manner. The
Indemnification Agreement further provides that the Company will
use its reasonable best efforts to acquire directors and officers
liability insurance covering the Indemnitee or any claim made
against the Indemnitee by reason of his or her service to the
Company and maintain insurance in the event of a change of
control.
The description of the Indemnification Agreement in this Current
Report on Form 8-K is a summary and is qualified in its entirety
by the full terms of the Indemnification Agreement. The Company
will file the Indemnification Agreement with the Securities and
Exchange Commission as an exhibit to itsAnnualReport on Form 10-K
for the year ended December 31, 2016.
| Item 7.01. | Regulation FD Disclosure. |
On December 22, 2016, the Company issued a press release
announcing the closing of the Merger in accordance with the terms
of the Merger Agreement. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K. The press
release is deemed to have been furnished, and shall not be deemed
to have been filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that Section, and shall not be
deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act
regardless of any general incorporation language in such filing.
Forward-Looking Statements
Certain statements made in this letter are forward-looking
statements (as defined in Section 21E of the Exchange Act), which
reflect the expectations of the Company and Global II regarding
future events. The forward-looking statements involve a number of
risks, uncertainties and other factors that could cause actual
results to differ materially from those contained in the
forward-looking statements. Such forward-looking statements
include, but are not limited to, whether and when the
transactions contemplated by the Merger Agreement between the
Company and Global II, among others, will be consummated, the new
combined companys plans, market and other expectations,
objectives, intentions, as well as any expectations or
projections with respect to the combined company, including
regarding future dividends and market valuations, and other
statements that are not historical facts.
The following additional factors, among others, could cause
actual results to differ from those set forth in the
forward-looking statements: the ability to obtain regulatory
approvals for the transactions contemplated in the Merger
Agreement; market volatility; unexpected costs or unexpected
liabilities that may arise from the transaction, whether or not
consummated; the inability to retain key personnel; continuation
or deterioration of current market conditions; future regulatory
or legislative actions that could adversely affect the companies;
and the business plans of the tenants of the respective parties.
Additional factors that may affect future results are contained
in the Companys and Global IIs filings with the SEC, which are
available at the SECs website at www.sec.gov. The Company and
Global II disclaim any obligation to update and revise statements
contained in these materials based on new information or
otherwise.
| Item 8.01. | Other Events. |
In anticipation of the Merger, Global Net Lease Properties, LLC,
a Delaware limited liability company and the Companys property
manager (the Property Manager), which is controlled by AR Global,
has entered into an agreement (the Fee Waiver) with the Company
(i) to confirm that the previously disclosed property management
fees waived by the Property Manager for the years ended December
31, 2015 and December 31, 2014 have been waived irrevocably and
are not deferrals, and (ii) except to the extent the Company and
the Property Manager subsequently mutually agree that such fees
shall be paid in whole or in part, to continue to waive all
property management fees accruing on or after January 1, 2016 and
through June 30, 2017.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | ||
| 99.1 | Press release issued on December 22, 2016. |
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 up +0.03 at 7.66 with 503,682 shares trading hands.