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 March 23, 2018, 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 Equity Distribution Agreement (the “Equity Distribution Agreement”) with Ladenburg Thalmann & Co. Inc., BMO Capital Markets Corp. and B. Riley FBR, Inc. (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 (the “Shares”) of the Company’s 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) having an aggregate offering price of up to $200,000,000.

Subject to the terms and conditions of the Equity Distribution Agreement, the Agents will use their commercially reasonable efforts to sell, on the Company’s behalf, shares of the Series A Preferred Stock offered by the Company under and in accordance with the Equity Distribution Agreement. The sales, if any, of the Series A Preferred Stock, 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 this offering for the purchase of future properties and general corporate purposes.

The Shares will be issued to the Company’s shelf registration statement on Form S-3 (Registration No. 333-214579). The Company filed a prospectus supplement (the “Prospectus Supplement”), dated March 23, 2018, 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. The foregoing description of the Equity Distribution Agreement does not purport to be a complete description and is qualified in its entirety by reference to the Equity Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

BMO Capital Markets Corp. acted as joint lead arranger and bookrunner for, and an affiliate of BMO Capital Markets Corp. is an administrative agent and lender under, the Company’s credit facility. B. Riley FBR, Inc. or its affiliates are agents under the Company’s existing “at-the-market” program for shares of its common stock.

This Current Report on Form 8-K 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.

Amendment to the Operating Partnership Agreement

On March 23, 2018, the Company, in its capacity as the general partner of the Operating Partnership, entered into a Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Fourth Amendment”), increasing by 8,000,000 the number of authorized 7.25% Series A Cumulative Redeemable Preferred Units, which are units of limited partnership in the Operating Partnership that have economic interests that are substantially similar to the designations, preferences and other rights of the Series A Preferred Stock.

The foregoing description of the Fourth Amendment does not purport to be a complete description and is qualified in its entirety by reference to the Fourth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Series A Preferred Stock

On March 23, 2018, the Company filed its 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 classified an additional 8,000,000 shares of the Company’s authorized shares of preferred stock, $0.01 par value per share, as Series A Preferred Stock.

The foregoing description of the Articles Supplementary does not purport to be a complete description and is qualified in its entirety by reference to the Articles Supplementary, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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.

Global Net Lease, Inc. Exhibit
EX-1.1 2 tv489367_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.