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
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Item 1.01 Entry into a Material Definitive Agreement
Amendment to Equity Distribution Agreement for Class A Common Stock
On August 8, 2022, The Necessity Retail REIT, Inc. (the “Company”) entered into amendment no. 3 (the “Amendment”) to the Equity Distribution Agreement governing the Company’s “at-the-market” equity offering program for its common stock, dated May 8, 2019, as previously amended on June 25, 2019 and on August 6, 2021, (as amended, the “Equity Distribution Agreement”), among the Company and The Necessity Retail REIT Operating Partnership, L.P. (the “OP”), on the one hand, and BMO Capital Markets Corp. (“BMO”), B. Riley Securities, Inc. (“B. Riley”), Capital One Securities, Inc. (“Capital One”), Comerica Securities, Inc. (“Comerica”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), JMP Securities LLC (“JMP Securities”), KeyBanc Capital Markets Inc. (“KeyBanc”), Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann”), SG Americas Securities, LLC (“SG Americas”), Synovus Securities, Inc. (“Synovus”) and Truist Securities, Inc. (“Truist”) (collectively, the “Agents”) in order to revise the list of agents under the program to include Capital One, Comerica, Credit Suisse, JMP Securities, and Synovus and to remove BBVA Securities Inc. and update the provision regarding notice accordingly.
Certain of the Agents in the Company's “at-the-market” program for Class A common stock or their affiliates are or have been lenders under the Company’s credit facility or agents under the Company’s “at-the-market” programs for its 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, (“Series A Preferred Stock”), and its 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, (“Series C Preferred Stock”),.
A copy of the Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the material terms of the Amendment in this Item 1.01 is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No | Description | |
| 1.1 | Amendment No. 3, dated as of August 8, 2022, by and among The Necessity Retail REIT, Inc., The Necessity Retail REIT Operating Partnership, L.P. and BMO Capital Markets Corp., B. Riley Securities, Inc., Capital One Securities, Inc., Comerica Securities, Inc., Credit Suisse Securities (USA) LLC, JMP Securities LLC, KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., SG Americas Securities, LLC , Synovus Securities, Inc. and Truist Securities, Inc. (Class A Common Stock) | |
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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.
| The Necessity Retail REIT, Inc. | ||
| Date: August 8, 2022 | By: | /s/ Edward M. Weil, Jr. |
| Edward M. Weil, Jr. | ||
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Chief Executive Officer and President (Principal Executive Officer) | ||