Global Net Lease, Inc. (NYSE:GNL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.Submission of Matters to a Vote of Security Holders.
A special meeting of the stockholders of Global Net Lease, Inc.,
a Maryland corporation (the Company), was held on December
20, 2016 (the Special Meeting). At the Special Meeting,
the Companys stockholders were asked to vote on matters related
to that certain Agreement and Plan of Merger, dated as of August
8, 2016, by and among the Company, Global Net Lease Operating
Partnership, L.P., a Delaware limited partnership (the Company
OP), American Realty Capital Global Trust II, Inc., a
Maryland corporation (Global II), American Realty Capital
Global II Operating Partnership, L.P., a Delaware limited
partnership (the Global II OP), and Mayflower Acquisition
LLC, a Maryland limited liability corporation (the Merger
Sub and the Merger Agreement). to the Merger
Agreement, Global II will merge with and into the Merger Sub, a
direct and wholly owned subsidiary of the Company, and the Global
II OP will merge with and into the Company OP (collectively, the
Merger).
The Company previously filed with the Securities and Exchange
Commission a definitive joint proxy statement/prospectus and
related materials pertaining to the Merger and the Special
Meeting, which describe in detail each of the proposals submitted
to stockholders at the Special Meeting.
At the Special Meeting, there were present, in person or by
proxy, stockholders holding an aggregate of 91,886,552 shares of
the Companys common stock, representing approximately 53.91% of
the total number of 170,421,684 shares of the Companys common
stock issued and outstanding as of the record date for the
Special Meeting and entitled to vote.
The Stockholders approved Proposal No. 1. The full results of the
vote on Proposal No. 1 are set forth below. Stockholder action on
Proposal No. 2, to approve the adjournment of the Special
Meeting, if necessary or appropriate, for the purpose of
soliciting additional votes for the approval of Proposal No. 1,
was not required and no vote was taken on that proposal.
Proposal No. 1 Approval of the Merger and the Other
Transactions Contemplated by the Merger Agreement:
Votes For | Votes Against | Abstain | Broker Non-Votes |
85,818,175 | 3,950,792 | 2,117,585 | * |
* |
No broker non-votes were recorded in connection with Proposal No. 1. |
Item 7.01.Regulation FD Disclosure.
On December 20, 2016, the Company and Global II issued a press
release announcing the results of their respective stockholder
special meetings and the anticipated 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 9.01.Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit Number | Description | |
99.1 | Joint press release issued on December 20, 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 +0.04 at 7.99 with 464,052 shares trading hands.