Global Net Lease, Inc. (NYSE:GNL) Files An 8-K Other EventsItem 8.01. Other Events.
On May 14, 2018, preparations by Global Net Lease, Inc. (the “Company”) to conduct a potential public offering of a new series of preferred stock in Israel, as well as certain other related information, were disclosed in an article published in Hebrew in the online and print editions of TheMarker, a Hebrew-language daily business newspaper. The Company did not authorize the article or the public release of any information reflected in it. Because of this unauthorized and premature disclosure, the Company is disclosing herein certain information regarding the potential offering, and the Company will also, as soon as practicable, make another filing correcting certain inaccuracies or incomplete statements in the article. The potential offering is subject to a number of contingencies and uncertainties, including Israeli regulatory approval, the results of an auction process in Israel conducted in accordance with Israeli law that will determine the ultimate gross and net proceeds the Company would receive from the offering if it were to be implemented. There is no assurance that any offering will be completed, or that it will be completed on the same or similar terms disclosed in the article or reflected in this filing.
The Company has engaged Value Base Underwriting and Securities Distribution Ltd. (“Value Base”) to act as the distributor for the potential offering in Israel, and, in advance of discussions with potential investors in Israel, the Company and Value Base have been discussing preliminary terms of the potential offering, which are not complete and subject to change. These preliminary terms, subject to the conditions, limitations and exceptions to be contained in the full terms of the preferred stock, include, but are not limited to, offering size (up to $250 million in gross proceeds), coupon rate and pricing of preferred stock relative to liquidation preference (estimated to be 5.5% per annum of the liquidation preference per share), ranking with respect to the payment of regular dividends or other distributions (senior to the Company’s common stock, except to the extent of a certain amount of dividends payable on common stock per year, and junior to the Company’s existing Series A preferred stock), ranking with respect to payment of distributions upon liquidation (senior to the Company’s common stock, but only to the extent of the liquidation preference of the preferred stock and following payment of a certain amount of dividends payable on common stock per year, and on parity with the Company’s existing Series A preferred stock to the extent of the liquidation preference of the new series of preferred stock), and redemption rights (generally five years after issuance by either the holder or the Company, payable, at the Company’s option, in cash, shares of the Company’s common stock, or a combination thereof). More information would be included in prospectus supplements and other related documents that the Company would file with the Securities and Exchange Commission.
Before investing in the potential offering described herein, or any offering that may be made to the Company’s existing shelf registration statement, investors should read the prospectus included therein, any preliminary or final prospectus that the Company may file with more specific information about the potential offering, and the other documents that the Company files with the SEC for more complete information about the Company and the offering. These documents are available for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company will arrange to send to investors the prospectus and, when available, any supplements thereto if requested by any investor calling toll-free 1-866-902-0063 or calling 1-917- 475-2153.
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,” “currently proposed,” “would,” “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. 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 over time, or revise forward-looking unless required by law.
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.
