UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 28, 2017
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 001-37390 | 45-2771978 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
405 Park Avenue, 14th Floor New York, New York 10022 |
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (212) 415-6500 |
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) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
Completion of 1-for-3 Reverse Stock Split
On February 28, 2017, Global Net Lease, Inc. (the “Company”) completed a previously announced reverse stock split of the Company’s common stock and units of its operating partnership, Global Net Lease Operating Partnership. L.P. (the “Operating Partnership”), at a ratio of 1-for-3 (the “Reverse Stock Split”). The Reverse Stock Split took effect at 5:00 p.m. Eastern time on February 28, 2017.
Amendment to Agreement of Limited Partnership
In connection with the Reverse Stock Split, on February 28, 2017, the Company, as general partner of its Operating Partnership, entered into the First Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “OP Amendment”), which provided for a 1-for-3 reverse unit split of the issued and outstanding operating partnership units, Class B units and LTIP units in the Operating Partnership (as defined in the OP Amendment), and the adjustment of the “Conversion Factor” thereunder from one-third (as a result of the Reverse Stock Split) back to 1.0.
The foregoing description of the OP Amendment does not purport to be complete and is qualified in its entirety by reference to the complete OP Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Charter Amendments
In connection with the Reverse Stock Split, on February 28, 2017, the Company filed two Articles of Amendment (the “Charter Amendments”) to its charter that provided for:
(i) | a 1-for-3 reverse stock split of the Company’s issued and outstanding common stock (the “Common Stock”), effective at 5:00 p.m. Eastern Time on February 28, 2017; and |
(ii) | the par value of the Common Stock to be decreased from $0.03 per share (as a result of the 1-for-3 Reverse Stock Split) back to $0.01 per share, effective at 5:01 p.m. Eastern Time on February 28, 2017. |
The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the complete Charter Amendments, copies of which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01. | Regulation FD Disclosure. |
On February 28, 2017, the Company issued a press release. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release 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 of 1933, as amended, regardless of any general incorporation language in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | |
3.1 | Articles of Amendment – Reverse Stock Split. | |
3.2 | Articles of Amendment – Par Value Decrease. | |
10.1 | First Amendment to Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P. | |
99.1 | Press Release dated February 28, 2017. |
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.
Date: February 28, 2017 | By: | /s/ Scott J. Bowman | ||
Name: | Scott J. Bowman | |||
Title: | Chief Executive Officer and President |
EXHIBIT 3.1
GLOBAL NET LEASE, INC.
ARTICLES OF AMENDMENT
Global Net Lease, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Company (the “Charter”) is hereby amended to provide that, immediately upon the Effective Time (as defined below), every three (3) issued and outstanding shares of common stock (the “Common Shares”), $0.01 par value per share, of the Company which were issued and outstanding immediately prior to the Effective Time shall be combined into one issued and outstanding Common Share, $0.03 par value per share.
SECOND: No fractional Common Shares will be or remain issued upon such amendment and each stockholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to the product of the fraction of a share multiplied by three times the average closing price of the Common Shares as reported by the New York Stock Exchange for the three consecutive trading days ending on the date on which the Effective Time occurs.
THIRD: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by the Maryland General Corporation Law. The amendment set forth herein is limited to a change expressly authorized by Section 2-309(e)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Company.
FOURTH: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.
FIFTH: These Articles of Amendment shall become effective at 5:00 p.m. Eastern time on February 28, 2017 (the “Effective Time”).
SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
SIGNATURES
IN WITNESS WHEREOF, Global Net Lease, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President, and attested by its Chief Financial Officer, Treasurer and Secretary, on this 28th day of February, 2017.
ATTEST:
By: | /s/ Nicholas Radesca | By: | /s/ Scott J. Bowman | |
Name: Nicholas Radesca | Name: Scott J. Bowman | |||
Title: Chief Financial Officer, Treasurer and Secretary | Title: Chief Executive Officer and President |
EXHIBIT 3.2
GLOBAL NET LEASE, INC.
ARTICLES OF AMENDMENT
Global Net Lease, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Company (the “Charter”) is hereby amended, immediately upon the Effective Time (as defined below), to decrease the par value of the shares of common stock of the Company issued and outstanding immediately prior to the filing of these Articles of Amendment from $0.03 per share to $0.01 per share.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by the Maryland General Corporation Law. The amendment set forth herein is limited to a change expressly authorized by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Company.
THIRD: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 5:01 p.m. Eastern time on February 28, 2017 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
SIGNATURES
IN WITNESS WHEREOF, Global Net Lease, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President, and attested by its Chief Financial Officer, Treasurer and Secretary, on this 28th day of February, 2017.
ATTEST:
By: | /s/ Nicholas Radesca | By: | /s/ Scott J. Bowman | |
Name: Nicholas Radesca | Name: Scott J. Bowman | |||
Title: Chief Financial Officer, Treasurer and Secretary | Title: Chief Executive Officer and President |
EXHIBIT 10.1
FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.
Dated as of February 28, 2017
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. (this “Amendment”), dated as of February 28, 2017, is hereby adopted by Global Net Lease, Inc., a Maryland corporation (hereinafter defined, as the “General Partner”), as the general partner of Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated as of June 2, 2015 (the “Agreement”).
WHEREAS, the Board of Directors of the General Partner has determined that it is advisable and in the best interests of the General Partner, that the charter of the General Partner be amended as of 5:00 p.m. on February 28, 2017 (the “Split Effective Time”) to provide that every three (3) issued and outstanding common shares of beneficial interest of the General Partner (the “Common Shares”) be combined into one (1) issued and outstanding Common Share (the “Reverse Share Split”);
WHEREAS, as a result of the Reverse Share Split and in accordance with the terms of the Agreement, the “Conversion Factor” is automatically adjusted from 1.0 to one-third (1/3);
WHEREAS, the General Partner has determined that, to maintain a one-to-one correspondence between the Common Shares and the OP Units in the Limited Partnership (the “OP Units”), the Class B Units in the Limited Partnership (the “Class B Units”) and the LTIP Units in the Operating Partnership (the “LTIP Units”, and together with the “OP Units” and the “Class B Units, collectively, the “Partnership Units”), it is advisable and in the best interests of the Operating Partnership: (i) to effect a corresponding reverse unit split of the Partnership Units, such that every three (3) Partnership Units that were issued and outstanding at the Split Effective Time shall be combined into one (1) issued and outstanding Partnership Unit; and (ii) to adjust the “Conversion Factor” from one-third (1/3) back to 1.0;
WHEREAS, the General Partner desires to amend the Agreement to provide for the foregoing; and
WHEREAS, Section 11.01(a) of the Agreement grants the General Partner the power and authority to amend the Agreement, without the consent of the Operating Partnership’s limited partners (the “Limited Partners”), to reflect a change that does not adversely affect any of the Limited Partners in any material respect.
NOW, THEREFORE, the General Partner hereby amends the Agreement as follows:
1. | As a result of the Reverse Share Split and in accordance with the definition of “Conversion Factor” in the Agreement prior to this Amendment, at the Split Effective Time the “Conversion Factor” was automatically adjusted from 1.0 to one-third (1/3). |
2. | To maintain a one-to-one correspondence between the Common Shares and the OP Units, the Class B Units and the LTIP Units after the Reverse Share Split, immediately after the Split Effective Time: (i) every three (3) OP Units that were issued and outstanding at the Split Effective Time shall be combined into one (1) issued and outstanding OP Unit, (ii) every three (3) Class B Units that were issued and outstanding at the Split Effective Time shall be combined into one (1) issued and outstanding Class B Unit, (iii) every three (3) LTIP Units that were issued and outstanding at the Split Effective Time shall be combined into one (1) issued and outstanding LTIP Unit and (iv) any fractional Partnership Unit created thereby will be cancelled, and the number of OP Units, Class B Units and LTIP Units issued to each holder of OP Units, Class B Units and LTIP Units, as applicable, otherwise entitled to a fractional Partnership Unit shall be rounded to the next lowest whole number. |
3. | As a result of the foregoing reverse unit split, immediately after the Split Effective Time the “Conversion Factor” shall be 1.0. |
4. | The Agreement and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Agreement and this Amendment (including attachments hereto) were contained in one document. Any provisions of the Agreement not amended by this Amendment shall remain in full force and effect as provided in the Agreement immediately prior to the date hereof. |
[Remainder of page intentionally left blank]
2
IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above.
GENERAL PARTNER: | |
GLOBAL NET LEASE, INC. |
By: | /s/ Scott J. Bowman | ||
Name: | Scott J. Bowman | ||
Title: | Chief Executive Officer and President |
3
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Global Net Lease, Inc.
Announces Completion of 1-for-3 Reverse Stock Split
NEW YORK, February 28, 2017 – Global Net Lease, Inc. (“GNL”) (NYSE: GNL) announced today that its previously announced 1-for-3 reverse stock split of common stock and outstanding units became effective today at 5:00 p.m. EST (the “Effective Time”). GNL’s common stock will continue to trade on the New York Stock Exchange under the symbol “GNL” under its new CUSIP number: 379378 201.
At the Effective Time, every three issued and outstanding shares of common stock were converted into one share of common stock and every three operating partnership units were converted into one operating partnership unit. As a result of the reverse stock split, the number of outstanding shares of GNL’s common stock was reduced from approximately 199.0 million to approximately 66.3 million.
As previously announced, the split will not affect the timing of the payment of GNL’s March dividend, which will continue to be paid on March 15, 2017 to stockholders of record at the close of business on March 8, 2017. Stockholders of record will receive the same March dividend payment but adjusted to reflect the reverse stock split equal to $0.1775 per share.
No fractional shares or operating partnership units were issued in connection with the reverse stock split. Instead, cash will be paid in lieu of any fractional share that would have otherwise resulted from the reverse stock split. No payments were made in respect of any fractional operating partnership units. The reverse share split applied to all of GNL’s outstanding common shares of common stock and therefore did not affect any stockholder’s relative ownership percentage. Stockholders will receive information from GNL’s transfer agent regarding their stockholdings following the reverse stock split as well as any cash in lieu payments that may result from the reverse stock split. Stockholders were not required to take any action to effectuate the exchange of their stock.
About Global Net Lease, Inc.
Global Net Lease, Inc. (NYSE: GNL) is a publicly traded real estate investment trust listed on the NYSE focused on acquiring a diversified global portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant, mission critical income producing net-leased assets across the United States, Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.
Important Notice
The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. In addition, words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Actual results may differ materially from those contemplated by such forward-looking statements, including those set forth in the Risk Factors section of GNL’s most recent Annual Report on Form 10-K, and in future filings with the SEC. Further, forward-looking statements speak only as of the date they are made, and GNL 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, unless required by law.
Contacts
Media Inquiries: | Investor Inquiries: | |
Tim Cifelli President DDCworks tcifelli@ddcworks.com (484) 342-3600 |
Matthew Furbish Vice President Investor Relations mfurbish@globalnetlease.com (212) 415-6500 |
Scott J. Bowman Chief Executive Officer and President Global Net Lease, Inc. sbowman@globalnetlease.com (212) 415-6500 |
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