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.

Underwriting Agreement

On September 7, 2017, Global Net Lease, Inc. (the “Company”) and Global Net Lease Operating Partnership, L.P. (the “Operating Partnership”), the Company’s operating partnership, entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated, as representatives of the underwriters listed on Schedule I thereto (collectively, the “Underwriters”) to which the Company agreed to issue and sell 4,000,000 shares (the “Shares”) of the Company’s new class of 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share (the “Series A Preferred Stock”), in an underwritten public offering (the “Preferred Stock Offering”). to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 600,000 shares of Series A Preferred Stock. In the Underwriting Agreement, the Company and the Operating Partnership made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against certain liabilities. The issuance and sale of the Shares is expected to close on or about September 12, 2017, subject to satisfaction of customary closing conditions. The Company’s total net proceeds from the Shares, after deducting the underwriting discount, are expected to be $96,850,000.

The Company intends to contribute these net proceeds to the Operating Partnership in exchange for a new class of 7.25% Series A Cumulative Redeemable Preferred Units (the “Series A Preferred Units”), which will have economic interests that are substantially similar to the designations, preferences and other rights of Series A Preferred Stock. The Company, acting through the Operating Partnership, intends to use the net proceeds from this contribution for the purchase of additional properties which have not yet been identified and general corporate purposes. The Company may also repay amounts borrowed under the Company’s revolving credit facility, which may be reborrowed and the proceeds used for, among other purposes, the purchase of additional properties.

The Preferred Stock Offering is being conducted to the Company’s prospectus supplement dated September 7, 2017, in the form filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2017 (the “Prospectus Supplement”), which supplements the Company’s prospectus filed with the SEC as part of the Company’s Registration Statement on Form S-3 (File No. 333-214579), filed with the SEC on November 14, 2016.

Affiliates of BMO Capital Markets Corp. and certain other Underwriters are also lenders under the Company’s credit facility, including the revolving credit facility thereunder. Certain of the Underwriters or their affiliates are agents under the Company’s existing “at the market” equity program or counterparties with respect to certain of the Company’s swaps.

The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference into this Item 1.01. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption “Underwriting” contained in the Prospectus Supplement, which disclosure is hereby incorporated by reference into this Item 1.01.

A copy of the opinion of Venable LLP relating to Preferred Stock Offering is attached to this Current Report on Form 8-K as Exhibit 5.1. A copy of the opinion of Proskauer Rose, LLP with respect to certain tax matters is attached to this Current Report on Form 8-K as Exhibit 8.1. A copy of the Company’s Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends is attached this to this Current Report on Form 8-K as Exhibit 12.1.

Amendment to the Operating Partnership Agreement

On September 11, 2017, the Company, in its capacity as the general partner of the Operating Partnership, entered into a Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Second Amendment”), designating and classifying the Series A Preferred Units.

The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the Second Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference into this Item 1.01.

Series A Preferred Stock

On September 8, 2017, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of the State of Maryland, which became effective upon acceptance for record. The Articles Supplementary classify and designate 4,600,000 shares of the Company’s authorized shares of preferred stock, $0.01 par value per share, as Series A Preferred Stock

Holders of Series A Preferred Stock are entitled to cumulative dividends in the amount of $1.8125 per share each year, which is equivalent to the rate of 7.25% of the $25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased.

On and after September 12, 2022, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date.

In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the Articles Supplementary), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole but not in part, within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the holders of Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Company’s common stock, $0.01 par value per share (“Common Stock”).

The Series A Preferred Stock ranks senior to Common Stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

Voting rights for holders of Series A Preferred Stock exist primarily with respect to the ability to elect two additional directors to the Board if six or more quarterly dividends (whether or not consecutive) payable on the Series A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.

The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the Articles Supplementary, which is filed herewith as Exhibit 3.1 and incorporated by reference into this Item 3.03.

The information about the Articles Supplementary set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Press Releases

On September 6, 2017, the Company issued a press release (the “Launch Press Release”) announcing the launch of the Preferred Stock Offering.

On September 7, 2017, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Preferred Stock Offering.

Copies of the Launch Press Release and Pricing Press Release are attached as Exhibits 99.1 and 99.2, respectively, and are hereby incorporated by reference into this Item 7.01. Such press releases 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, regardless of any general incorporation language in such filing.

Forward-Looking Statements

The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required by law.

Global Net Lease, Inc. Exhibit
EX-1.1 2 v474839_ex1-1.htm EXHIBIT 1.1   EXHIBIT 1.1    GLOBAL NET LEASE,…
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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.