UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On September 14, 2023, Global Net Lease, Inc. (“GNL” or the “Company”) filed a prospectus supplement to the prospectus contained in its shelf registration statement on Form S-3 (File No. 333-268150) to register the resale of up to 35,339,062 shares of its common stock, $0.01 par value per share (the “Shares”), pursuant to the terms of the Registration Rights and Stockholders Agreement, dated as of September 12, 2023, by and among GNL, AR Global Investments, LLC, a Delaware limited liability company (“Advisor Parent”), Global Net Lease Special Limited Partnership, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Advisor Parent, and Necessity Retail Space Limited Partner, LLC, a Delaware limited liability company and wholly-owned subsidiary of Advisor Parent. Furthermore, on September 14, 2023, we entered into a Joinder to the Registration Rights and Stockholders Agreement, pursuant to which we consented to the transfer of 29,614,825 shares of Common Stock by Advisor Parent to MWM PIC, LLC, a Delaware limited liability company (the "Transferee") for all purposes under the Registration Rights and Stockholders Agreement and acknowledged that the Transferee may accede to all rights and obligations of a Holder (as defined in the Registration Rights and Stockholders Agreement) thereunder.
The above description of the Joinder to the Registration Rights and Stockholders Agreement is a summary and is qualified in its entirety by the terms of the Joinder to the Registration Rights and Stockholders Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
A copy of the opinion of Venable LLP relating to the Shares is filed with this Current Report on Form 8-K as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No |
Description | |
| 5.1 | Opinion of Venable LLP | |
| 10.1 | Joinder to the Registration Rights and Stockholders Agreement dated September 14, 2023 by and between Global Net Lease, Inc. and MWM PIC, LLC. | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL NET LEASE, INC. | ||
| Date: September 14, 2023 | By: | /s/ James L. Nelson |
| Name: | James L. Nelson | |
| Title: | Co-Chief Executive Officer | |
Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
September 14, 2023
Global Net Lease, Inc.
650 Fifth Avenue, 30th Floor
New York, New York 10019
Re: Registration Statement on Form S-3 (File No. 333-268150)
Ladies and Gentlemen:
We have served as Maryland counsel to Global Net Lease, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 35,339,062 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company to be sold from time to time by the stockholders of the Company (the “Selling Stockholders”) named under the caption “Selling Stockholders” in the Prospectus Supplement (as defined herein). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and were issued to the Selling Stockholders in transactions pursuant to (i) the Agreement and Plan of Merger, dated as of May 23, 2023 (the “REIT Merger Agreement”), by and among the Company, The Necessity Retail REIT, Inc., a Maryland corporation (“RTL”), Global Net Lease Operating Partnership, L.P., a Delaware limited partnership, The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership, and the other parties thereto and (ii) the Agreement and Plan of Merger, dated as of May 23, 2023 (the “Internalization Merger Agreement” and, together with the REIT Merger Agreement, the “Agreements”), by and among the Company, RTL, AR Global Investments, LLC, a Delaware limited liability company, and the other parties thereto.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement;
2. The Prospectus, dated as of November 3, 2022, as supplemented by a Prospectus Supplement, dated as of the date hereof (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(5) of the General Rules and Regulations promulgated under the 1933 Act;
Global Net Lease, Inc.
September 14, 2023
Page 2
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Second Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6. Resolutions adopted by the Board of Directors of the Company and a duly authorized committee thereof relating to, among other matters, the issuance of the Shares, certified as of the date hereof by an officer of the Company;
7. The Agreements;
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
Global Net Lease, Inc.
September 14, 2023
Page 3
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The Shares were not issued and have not been transferred in violation of any restriction or limitation contained in Section 5.7 of the Charter.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and the Shares are validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other state. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
| Very truly yours, | |
| /s/ Venable LLP |
Exhibit 10.1
JOINDER TO
REGISTRATION RIGHTS AND
STOCKHOLDERS AGREEMENT
THIS JOINDER (this “Joinder”) to that certain Registration Rights and Stockholders Agreement (the “Agreement”) dated as of September 12, 2023, by and between Global Net Lease, Inc., a Maryland corporation (the “Company”), and AR Global Investments, LLC, a Delaware limited liability company (“AR Global”), Global Net Lease Special Limited Partnership, LLC, a Delaware limited liability company (“GNL SLP”), Necessity Retail Space Limited Partner, LLC, a Delaware limited liability company (“RTL SLP”) and those additional holders identified on Schedule A thereto (collectively with AR Global, GNL SLP, and RTL SLP, the “Holders” and each, a ”Holder”), is made and entered into as of September 14, 2023, by and between the Company and MWM PIC, LLC, a Delaware limited liability company (the “Transferee”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
WHEREAS, AR Global is a subsidiary of Bellevue Capital Partners, LLC (“Bellevue Capital Partners”) and is the holder of Common Stock, including 29,614,825 shares of Common Stock recently acquired in the Internalization Merger.
WHEREAS, the Transferee is a wholly owned subsidiary of Bellevue Capital Partners, and Bellevue Capital Partners wishes to cause AR Global to transfer 29,614,825 shares of Common Stock to the Transferee, and the Transferee wishes to become a party to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:
1. Consent to Transfer. Pursuant to Section 3.3 and Section 7.10 of the Agreement, the Company hereby consents to and ratifies the transfer of 29, 614,825 shares of Common Stock by AR Global to Transferee for all purposes under the Agreement and acknowledges that the Transferee accedes to all rights and obligations of a Holder under the Agreement.
2. Agreement to be Bound. The Company and the Transferee hereby agree that upon execution of this Joinder, the Transferee shall become a party to the Agreement, a Holder thereunder, and shall be fully bound by, entitled to all the rights and benefits of, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto.
3. Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and their respective successors and assigns so long as the Transferee holds any Common Stock of the Company.
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4. Counterparts. This Joinder may be executed in separate counterparts, including by facsimile, each of which shall be an original and all of which taken together shall constitute one and the same agreement.
5. Notices. For purposes of Section 7.9 of the Agreement, all notices, demands or other communications to the Transferee shall be directed to:
MWM PIC, LLC
650 Fifth Avenue, 30th Floor
New York, NY 10019
Attention: General Counsel
5. Governing Law. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).
6. Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date first above written.
| GLOBAL NET LEASE, INC. | |||
| By: | /s/ Christopher Masterson | ||
| Name: | Christopher Masterson | ||
| Title: | Chief Financial Officer | ||
| MWM PIC, LLC | |||
| By: | /s/ Michael Anderson | ||
| Name: | Michael Anderson | ||
| Title: | Authorized Signatory | ||
[Signature Page to Joinder to Registration Rights and Stockholders Agreement]
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