UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GLOBAL NET LEASE, INC.
(Exact name of registrant as specified in its charter)
| Maryland |
|
45-2771978 |
(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S. Employer Identification No.) |
650 Fifth Avenue, 30th Floor,
New York, New York |
|
10019 |
| (Address of principal executive offices) |
|
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class
to be so registered |
|
Name of each exchange on which
each class is to be registered |
| Preferred Stock Purchase Rights |
|
New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently
with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement
file number to which this form relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act:
None
Explanatory
Note
This Amendment No. 2 amends the Registration Statement
on Form 8-A originally filed by Global Net Lease, Inc. (the “Company”) with the Securities and Exchange Commission
on April 9, 2020, as amended by Amendment No. 1 filed on February 26, 2021 (the “Registration Statement”). This Amendment
No. 2 is being filed to reflect the expiration of preferred stock purchase rights (the “Rights”) of the Company.
Item 1. Description of Registrant’s Securities to be Registered.
On September 12, 2023, the Company and American
Stock Transfer and Trust Company, LLC, as rights agent (the “Rights Agent”), entered into an Amendment No. 2 (the “Second
Amendment to Rights Agreement”) to the Rights Agreement, dated as of April 9, 2020, as amended by the Amendment to Rights Agreement
dated as of February 26, 2021, by and between the Company and the Rights Agent (the “Rights Agreement”).
The Second Amendment to Rights Agreement accelerates the expiration
of the Rights under the Rights Agreement by amending the definition of “Final Expiration Date” to mean 9:00 a.m. Eastern Time
on September 12, 2023. Consequently, the Rights Agreement terminated at that time. At the time of the termination of the Rights Agreement,
all Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the full text of the Second Amendment to Rights Agreement, which is filed as Exhibit 4.3 to this registration
statement.
Item 2. Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 3.1 |
|
Articles
of Restatement of Global Net Lease, Inc., effective February 24, 2021 (incorporated by reference to an exhibit to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 23,
2023). |
| 4.1 |
|
Rights
Agreement, dated April 9, 2020, between Global Net Lease, Inc. and American Stock Transfer and Trust, LLC, as Rights Agent (incorporated
by reference to an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the
Securities and Exchange Commission on February 23, 2023). |
| 4.2 |
|
Amendment
to Rights Agreement, dated February 26, 2021, between Global Net Lease, Inc. and American Stock Transfer and Trust, LLC, as Rights
Agent (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31,
2022 filed with the Securities and Exchange Commission on February 23, 2023). |
| 4.3 |
|
Second Amendment to Rights Agreement, dated September 12, 2023, between
Global Net Lease, Inc. and American Stock Transfer and Trust, LLC, as Rights Agent (filed herewith). |
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, on this 12th day of September, 2023.
| |
GLOBAL NET LEASE, INC. |
| |
|
|
| |
By: |
/s/ James L. Nelson |
| |
Name: |
James L. Nelson |
| |
Title: |
Co-Chief Executive Officer and President |
Exhibit 4.3
GLOBAL NET LEASE, INC.
OFFICER’S CERTIFICATE
September
12, 2023
Pursuant to Section 27 of
the Rights Agreement dated as of April 9, 2020, between Global Net Lease, Inc., a Maryland corporation (the “Company”),
and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability company (the “Rights
Agent”), the undersigned being the Chief Executive Officer and President of the Company hereby certifies, on behalf of the Company,
to the Rights Agent that: (1) he is an “authorized signatory” for purposes of Section 27 of the Rights Agreement; and (2)
the proposed amendment attached hereto as Exhibit A seeking to revise the definition of “Final Expiration Date” set
forth in Section 1.31 of the Rights Agreement by changing the date from April 8, 2024 to September 12, 2023, is in compliance with the
terms of Section 27 of the Rights Agreement.
[Signatures on following page]
IN WITNESS WHEREOF, the undersigned has executed
this Officer’s Certificate as of the date first written above.
| |
/s/ James L. Nelson |
|
| |
James L. Nelson |
|
| |
Chief Executive Officer and President |
|
[Signature Page to Officer’s Certificate to GNL Rights Agreement Termination]
Exhibit A
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second
Amendment to Rights Agreement, dated as of September 12, 2023 (this “Amendment”), is made between Global Net Lease,
Inc., a Maryland corporation (the “Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust
Company, LLC), a New York limited liability company (the “Rights Agent”).
WHEREAS,
the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of April 9, 2020, as amended by that certain Amendment
to Rights Agreement dated as of February 26, 2021 (the “Rights Agreement”);
WHEREAS,
Section 27 of the Rights Agreement provides, in part, that the Company may from time to time supplement or amend the Rights Agreement
to amend provisions of the Rights Agreement which the Company may deem necessary or desirable;
WHEREAS,
this Amendment is being adopted substantially concurrently with the completion of the transactions (the “Merger”) contemplated
by the Agreement and Plan of Merger, dated May 23, 2023, by and among the Company, The Necessity Retail REIT, Inc., a Maryland corporation,
and the other merger parties thereto;
WHEREAS,
In connection with the Merger, the Board of Directors of the Company has determined in good faith that the amendments to the Rights Agreement
set forth herein are desirable and, pursuant to Section 27 of the Rights Agreement, has duly authorized such amendments to the Rights
Agreement;
WHEREAS,
the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company stating that this Amendment complies
with Section 27 of the Rights Agreement; and
WHEREAS,
the Company and the Rights Agent desire to amend the Rights Agreement to accelerate the expiration date of the Rights.
NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby
agree as follows:
1. Amendment
to the definition of “Final Expiration Date”. The definition of “Final Expiration Date” contained
in Section 1.31 of the Rights Agreement is hereby deleted and replaced in its entirety with the following:
“Final Expiration Date”
shall mean 9:00 a.m., New York City time, on September 12, 2023 to coincide with the closing of the Merger. It being understood
if the Merger is unable to close, Final Expiration Date shall mean 5:00 p.m. New York City time, on April 8, 2024.
| 2. | Amendments to Exhibit B (Form of Right Certificate). |
a)
The reference to April 8, 2024 in the first line of the first paragraph of Exhibit B is hereby changed to September 12,
2023, and all provisions of the first paragraph shall otherwise remain unchanged.
b)
The reference to April 8, 2024 in the first sentence of the second full paragraph of Exhibit B is hereby changed to September 12,
2023, and all provisions of the second paragraph shall otherwise remain unchanged.
3.
Amendment to Exhibit C. The reference to April 8, 2024 in the second sentence of the first full paragraph under the heading
“EXERCISABILITY OF RIGHTS” of Exhibit C (Summary of Rights to Purchase Preferred Shares) is hereby changed to September
12, 2023, and all provisions of the first paragraph shall otherwise remain unchanged.
4.
Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this
Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
5.
Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all
purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed
entirely within such state, except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York.
6.
Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction
or other applicable authority to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions
of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
7.
CERTIFICATION. The Company hereby certifies to the Rights Agent that this Amendment is in compliance with Section 27 of
the Rights Agreement.
8.
FULL FORCE AND EFFECT. The Rights Agreement, as amended by this Amendment, shall remain in full force and effect in accordance
with its terms. In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision
of the Rights Agreement, the provision of this Amendment shall govern and control.
IN WITNESS WHEREOF, the parties hereto
have caused this Second Amendment to Rights Agreement to be duly executed as of the date first written above.
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GLOBAL NET LEASE, INC. |
|
| |
|
|
|
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By: |
/s/ James Nelson |
|
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Name: |
James Nelson |
|
| |
Title: |
Chief Executive Officer |
|
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|
|
|
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EQUINITI TRUST COMPANY, LLC |
|
| |
|
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|
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By: |
/s/ Maritza Merced |
|
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Name: |
Maritza Merced |
|
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Title: |
Senior Relationship Manager |
|
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|
|
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Global Net Lease (NYSE:GNL-B)
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부터 5월(5) 2024 으로 6월(6) 2024
Global Net Lease (NYSE:GNL-B)
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부터 6월(6) 2023 으로 6월(6) 2024
