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. |
Completion of 1-for-3 Reverse Stock Split
On February 28, 2017, Global Net Lease, Inc. (the Company)
completed a previously announced reverse stock split of the
Companys common stock and units of its operating partnership,
Global Net Lease Operating Partnership. L.P. (the Operating
Partnership), at a ratio of 1-for-3 (the Reverse Stock Split).
The Reverse Stock Split took effect at 5:00 p.m. Eastern time on
February 28, 2017.
Amendment to Agreement of Limited Partnership
In connection with the Reverse Stock Split, on February 28, 2017,
the Company, as general partner of its Operating Partnership,
entered into the First Amendment to the Second Amended and
Restated Agreement of Limited Partnership of the Operating
Partnership (the OP Amendment), which provided for a 1-for-3
reverse unit split of the issued and outstanding operating
partnership units, Class B units and LTIP units in the Operating
Partnership (as defined in the OP Amendment), and the adjustment
of the Conversion Factor thereunder from one-third (as a result
of the Reverse Stock Split) back to 1.0.
The foregoing description of the OP Amendment does not purport to
be complete and is qualified in its entirety by reference to the
complete OP Amendment, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Charter Amendments
In connection with the Reverse Stock Split, on February 28, 2017,
the Company filed two Articles of Amendment (the Charter
Amendments) to its charter that provided for:
| (i) |
a 1-for-3 reverse stock split of the Companys issued and outstanding common stock (the Common Stock), effective at 5:00 p.m. Eastern Time on February 28, 2017; and |
| (ii) |
the par value of the Common Stock to be decreased from $0.03 per share (as a result of the 1-for-3 Reverse Stock Split) back to $0.01 per share, effective at 5:01 p.m. Eastern Time on February 28, 2017. |
The foregoing description of the Charter Amendments does not
purport to be complete and is qualified in its entirety by
reference to the complete Charter Amendments, copies of which are
filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on
Form 8-K and are incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On February 28, 2017, the Company issued a press release. A copy
of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K. Such press release shall not be deemed filed
for any purpose, including for the 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. The
information in Item 7.01, including Exhibit 99.1, shall not be
deemed incorporated by reference into any filing under the
Exchange Act or the Securities Act of 1933, as amended,
regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment Reverse Stock Split. | |
| 3.2 | Articles of Amendment Par Value Decrease. | |
| 10.1 |
First Amendment to Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P. |
|
| 99.1 | Press Release dated February 28, 2017. |
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 +0.02 at 8.20 with 1,500,626 shares trading hands.