As filed with
the Securities and Exchange Commission on September 12, 2023
Registration No. 333-[ ]
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL
NET LEASE, INC.
(Exact name of registrant as specified in its charter)
| Maryland |
6768 |
45-2771978 |
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
650
Fifth Avenue, 30th Floor
New York, New York 10019
(212) 415-6500
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2018 Omnibus Incentive Compensation Plan of
The Necessity Retail REIT, Inc.
(Full title of the Plan)
James
L. Nelson
Co-Chief Executive Officer and President
Global Net Lease, Inc.
650 Fifth Avenue, 30th Floor
New York, New York 10019
(212) 415-6500
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Michael J. Choate, Esq.
Louis Rambo, Esq.
Proskauer Rose LLP
70 West Madison #3800
Chicago, Illinois 60602-4342
Tel: (312) 962-3567
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the
“Registration Statement”) relates to shares of common stock, par value $0.01 per share (“GNL Common Stock”), of
Global Net Lease, Inc., a Maryland corporation (the “Company”), issuable in respect of certain outstanding and unvested
equity awards with respect to shares of Class A common stock, par value $0.01 per share (“RTL Class A Common Stock”)
of The Necessity Retail REIT, Inc., a Maryland corporation (“RTL”), which were assumed by the Company and converted into
equity awards in respect of shares of GNL Common Stock in connection with the Company’s acquisition of RTL, as described below.
These equity awards were granted pursuant to the 2018 Omnibus Incentive Compensation Plan of RTL (the “RTL 2018 Plan”). This
Registration Statement also relates to shares of GNL Common Stock reserved and available for issuance pursuant to future awards under
the RTL 2018 Plan.
On May 23, 2023, the Company entered into
an Agreement and Plan of Merger (the “REIT Merger Agreement”) with RTL, Global Net Lease Operating Partnership, L.P., a Delaware
limited partnership (“GNL OP”), The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL
OP”), Osmosis Sub I, LLC, a Maryland limited liability company and wholly-owned subsidiary of GNL (“REIT Merger Sub”),
and Osmosis Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of GNL OP (“OP Merger Sub”). In
accordance with the terms and conditions of the REIT Merger Agreement, RTL merged with and into REIT Merger Sub, with REIT Merger Sub
continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “REIT Merger”), and OP Merger Sub merged
with and into RTL OP, with RTL OP continuing as the surviving entity (the “OP Merger” and, together with the REIT Merger,
the “Mergers”).
Except with respect to the RTL Restricted Shares
granted between the execution of the REIT Merger Agreement and the effective time of the REIT Merger (the “REIT Merger Effective
Time”), as of one business day immediately prior to the REIT Merger Effective Time each share of restricted RTL Class A Common
Stock (“RTL Restricted Shares”) granted to a member of the RTL Board under the RTL 2018 Plan that was outstanding as of immediately
prior to the REIT Merger Effective Time (whether or not then vested) automatically became fully vested, and all restrictions with respect
thereto lapsed. Each share of RTL Class A Common Stock resulting from the vesting of RTL Restricted Shares was treated the same as
other shares of RTL Class A Common Stock issued and outstanding immediately prior to the REIT Merger Effective Time, and was converted
into the right to receive shares of GNL Common Stock based on the conversion rate of one share of RTL Class A Common Stock for the
right to receive 0.670 shares of GNL Common Stock (the “Exchange Ratio”). After the signing of the REIT Merger Agreement,
each independent director of the RTL board of directors was granted $85,000 of RTL Restricted Shares as part of their ordinary course
annual grants, with such RTL Restricted Shares subject to one year vesting pursuant to the award agreement granting the RTL Restricted
Shares and converting into shares of GNL Common Stock at the REIT Merger Effective Time in the same manner as the unvested RTL Restricted
Shares held by non-directors of RTL (as described below).
Also as of one business day immediately prior to
the REIT Merger Effective Time, all other outstanding RTL Restricted Shares as of immediately prior to the REIT Merger Effective Time,
including any RTL Restricted Shares issued on conversion of RTL’s long-term incentive plan units of limited partnership interests,
ceased to relate to or represent any right to receive RTL Class A Common Stock and were assumed by the Company and automatically
converted, at the REIT Merger Effective Time, into shares of restricted GNL Common Stock (“GNL Restricted Stock”) with respect
to a number of shares of GNL Common Stock equal to the product of (x) the number of shares of RTL Class A Common Stock underlying
the applicable award of RTL Restricted Shares as of immediately prior to such conversion, multiplied by (y) the Exchange Ratio, with
each such award of RTL Restricted Shares so converted into GNL Restricted Stock otherwise subject to the same terms and conditions as
were applicable to the corresponding award of RTL Restricted Shares, including any applicable vesting, acceleration, and payment timing
provisions, subject to certain limited exceptions (i) as expressly described by the REIT Merger Agreement and (ii) in relation
to certain employees of the RTL’s advisor and property manager prior to the REIT Merger.
Upon the consummation of the REIT Merger, shares
of RTL Class A Common Stock that were reserved and available for issuance pursuant to future awards under the RTL 2018 Plan were
converted into shares of GNL Common Stock, as adjusted on the same basis as the GNL Restricted Stock described above.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in Part I of Form S-8 will be sent or given to the persons participating in the RTL 2018 Plan as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8,
such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424 promulgated under the Securities Act. These documents
(or portions thereof as permitted by Rule 428(b)) and the documents containing registrant information incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents, which the Company has
previously filed with the SEC, are hereby incorporated by reference into this Registration Statement (excluding any information that is
deemed to have been “furnished” and not “filed” with the SEC, including any Item 2.02 or Item 7.01 of any Current
Report on Form 8-K):
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The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 filed with the SEC on May 10, 2023 and August 3, 2023, respectively; |
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The Company’s Current Reports on Form 8-K filed with the SEC on May 12, 2023, May 26, 2023, June 5, 2023, June 30, 2023, August 9, 2023, September 7, 2023, September 8, 2023 and September 12, 2023; and |
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The description of the Company’s common stock, par value $0.01 per share, contained in Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 23, 2023, and any amendment or report filed with the SEC for the purpose of updating the description. |
In addition, all documents and reports subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information that is deemed
to have been “furnished” and not “filed” with the SEC, including any Item 2.02 or Item 7.01 of any Current Report
on Form 8-K), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
| Item 4. |
Description of Securities. |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers. |
Maryland law permits a Maryland
corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services
or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Company’s
charter contains a provision that eliminates such liability to the maximum extent permitted by Maryland law. This provision does not reduce
the exposure of directors and officers to liability under federal or state securities laws, nor does it limit the stockholders’
ability to obtain injunctive relief or other equitable remedies for a violation of a director’s or an officer’s duties to
the Company, although the equitable remedies may not be an effective remedy in some circumstances.
The Maryland General Corporation
Law (the “MGCL”) requires a Maryland corporation (unless its charter provides otherwise, which the Company’s charter
does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to
which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a Maryland
corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made
a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (A) was committed in bad faith or (B) was the result
of active and deliberate dishonesty, (2) the director or officer actually received an improper personal benefit in money, property
or services, or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment
in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received.
A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification,
even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal
benefit was improperly received. However, indemnification for an adverse judgment in a suit by the Company or in its right, or for a judgment
of liability on the basis that personal benefit was improperly received, is limited to expenses.
In addition, the MGCL permits
a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (1) a written affirmation
by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification
by the corporation and (2) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by
the corporation if it is ultimately determined that the appropriate standard of conduct was not met.
The Company’s charter
authorizes the Company to obligate itself and the Company’s bylaws obligate the Company, to the maximum extent permitted by Maryland
law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification,
pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:
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any present or former director or officer who is made or threatened to be made a party to or witness in the proceeding by reason of his or her service in that capacity; or |
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any individual who, while a director or officer of the Company and at the Company’s request, serves or has served as a director, officer, member, manager, partner or trustee of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to or witness in the proceeding by reason of his or her service in that capacity. |
The Company’s charter
and bylaws also permit the Company to indemnify and advance expenses to any person who served a predecessor of the Company in any of the
capacities described above and to any employee or agent of the Company or a predecessor of the Company.
The Company has entered into
an indemnification agreement with each of its directors and officers, and certain former directors and officers, providing for indemnification
of such directors and officers consistent with the provisions of its charter. The indemnification agreements provide that each indemnitee
is entitled to indemnification unless it is established that (1) the act or omission of an indemnitee was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty,
(2) such indemnitee actually received an improper personal benefit in money, property or services or (3) in the case of any
criminal proceeding, such indemnitee had reasonable cause to believe that his or her conduct was unlawful. The indemnification agreements
further limit each indemnitee’s entitlement to indemnification in cases where (1) the proceeding was one by or in the right
of the Company and such indemnitee was adjudged to be liable to the Company, (2) such indemnitee was adjudged to be liable on the
basis that personal benefit was improperly received in any proceeding charging improper personal benefit to such indemnitee or (3) the
proceeding was brought by such indemnitee, except in certain circumstances.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
Exhibit
No. |
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Description |
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Method of Filing |
| 4.1 |
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Articles of Restatement of Global Net Lease, Inc., effective February 24, 2021. |
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Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed by the Company on February 23, 2023. |
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| 4.2 |
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Articles Supplementary of Global Net Lease, Inc., filed on September 12, 2023. |
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Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on September 12, 2023. |
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| 4.3 |
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Second Amended and Restated Bylaws of Global Net Lease, Inc. |
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Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on September 12, 2023. |
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| 4.4 |
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Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015, between Global Net Lease, Inc. and Global Net Lease Special Limited Partner, LLC. |
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Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by the Company on February 23, 2023. |
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| 4.5 |
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First Amendment, dated as of February 28, 2017, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to an exhibit to the Current Report on Form 8-K filed by the Company on February 28, 2017. |
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| 4.6 |
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Second Amendment, dated as of September 11, 2017, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to an exhibit to the Current Report on Form 8-K filed by the Company on September 11, 2017. |
| 4.7 |
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Third Amendment, dated as of December 15, 2017, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to an exhibit to the Current Report on Form 8-K filed by the Company on December 18, 2017. |
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| 4.8 |
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Fourth Amendment, dated as of March 23, 2018, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to an exhibit to the Current Report on Form 8-K filed by Company on March 23, 2018. |
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| 4.9 |
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Fifth Amendment, dated as of July 19, 2018, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to an exhibit to the Current Report on Form 8-K filed by the Company on July 23, 2018. |
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| 4.10 |
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Sixth Amendment, dated November 22, 2019, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to an exhibit to the Current Report on Form 8-K filed by the Company on November 22, 2019. |
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| 4.11 |
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Seventh Amendment, dated December 13, 2019, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to an exhibit to the Current Report on Form 8-K filed by the Company on December 13, 2019. |
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| 4.12 |
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Eighth Amendment dated June 3, 2021, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to an exhibit to the Current Report on Form 8-K filed by the Company on June 4, 2021. |
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| 4.13 |
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Ninth Amendment dated August 6, 2021, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to an exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed by the Company on August 5, 2021. |
| 4.4 |
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Tenth Amendment, dated as of September 12, 2023, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015. |
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Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by the Company on September 12, 2023. |
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| 5.1 |
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Opinion of Venable LLP regarding legality of securities being registered |
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Filed herewith |
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| 23.1 |
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Consent of Venable LLP |
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Filed as part of Exhibit 5.1 |
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| 23.2 |
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Consent of PricewaterhouseCoopers LLP - GNL |
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Filed herewith |
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| 23.3 |
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Consent of PricewaterhouseCoopers LLP - RTL |
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Filed herewith |
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| 23.4 |
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Consent of Mazars USA LLP |
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Filed herewith |
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| 23.5 |
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Consent of Deloitte & Touche LLP |
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Filed herewith |
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| 24.1 |
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Power of Attorney (included on signature page hereto) |
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Filed herewith as part of the signature pages to Registration Statement on Form S-8 |
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| 99.1 |
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2018 Omnibus Equity Incentive Plan of The Necessity Retail REIT, Inc. |
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Incorporated by reference to Exhibit 10.6 to the The Necessity Retail REIT, Inc.'s Current Report on Form 8-K filed on July 19, 2018 (File
No. 001-38597). |
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| 107 |
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Filing Fee Table |
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Filed herewith |
(a) The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of the securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
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(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 ( 15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement.
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(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on September 12, 2023.
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GLOBAL NET LEASE, INC. |
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By: |
/s/ JAMES L. NELSON |
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Name: |
James L. Nelson |
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Title: |
Co-Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James L. Nelson to be their true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for them and in their name, place, and stead, in any and all capacities (unless revoked in writing),
to sign this Registration Statement and any and all other amendments to the Registration Statement (including other post-effective amendments
and any registration statement pursuant to Rule 462(b)), and to file the same, with all exhibits therewith, with the SEC, and every
act and thing necessary or desirable to be done, as fully to all intents and purposes as they might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated and on
the date indicated.
| Signature
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Title
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Date
Signed |
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| /s/ P. Sue Perrotty |
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Non-Executive Chair, Nominating and Corporate Governance
Committee Chair |
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September 12,
2023 |
| P. Sue Perrotty |
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| /s/ Edward M. Weil, Jr. |
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Co-Chief Executive Officer, President and Director (Principal Executive
Officer) |
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September 12,
2023 |
| Edward M. Weil, Jr. |
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| /s/ James L. Nelson |
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Co-Chief Executive Officer, President and Director (Principal Executive Officer) |
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September 12,
2023 |
| James L. Nelson |
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| /s/ Christopher J. Masterson |
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Chief Financial Officer, Treasurer, and Secretary (Principal
Financial Officer and Principal Accounting Officer) |
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September 12,
2023 |
| Christopher J. Masterson |
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| /s/ M. Therese Antone |
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Independent Director |
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September 12,
2023 |
| M. Therese Antone |
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| /s/ Lisa Kabnick |
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Independent Director |
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September 12,
2023 |
| Lisa Kabnick |
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| /s/ Leslie Michelson |
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Independent Director |
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September 12,
2023 |
| Leslie Michelson |
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| /s/ Stanley Perla |
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Independent Director, Audit Committee Chair |
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September 12,
2023 |
| Stanley Perla |
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| /s/ Edward G. Rendell |
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Independent Director, Compensation Committee Chair
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September 12,
2023 |
| Edward G. Rendell |
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| /s/ Abby M. Wenzel |
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Independent Director |
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September 12,
2023 |
| Abby M. Wenzel |
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Exhibit 5.1
September
12, 2023
Global Net Lease, Inc.
650 Fifth Avenue, 30th Floor
New York, New York 10019
| Re: | Registration Statement on Form S-8 |
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 the issuance of up to 2,295,658 shares (the “Shares”) of common stock, $0.01 par value per share (the
“Common Stock”), of the Company under the 2018 Omnibus Incentive Compensation Plan of The Necessity Retail REIT, Inc. (the
“Plan”).
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 on Form S-8 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”);
2. The charter of the Company (the “Charter”),
certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Second Amended and Restated Bylaws
of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good
standing of the Company, dated as of a recent date;
5. Resolutions adopted by the Board of Directors
of the Company (the “Board”) or a duly authorized committee thereof relating to, among other matters, the assumption of the
Plan and the issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
6. The Plan, certified
as of the date hereof by an officer of the Company;
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Global Net Lease, Inc.
September 12, 2023
Page 2 |
7. A certificate executed
by an officer of the Company, dated as of the date
hereof; and
8. 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.
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 will not be issued or transferred
in violation of any restriction or limitation contained in Section 5.7 of Article V of the Charter or in the Plan.
6. Upon the issuance of any of the Shares,
the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the
Company is then authorized to issue under the Charter.
7. Each option, restricted stock unit, right or other
security exercisable or exchangeable for a Share pursuant to the Plan (each, an “Option”) will be duly authorized and validly
granted in accordance with the Plan and exercised or exchanged in accordance with the terms of the Plan, including any stock option agreement,
restricted stock agreement or other form of award agreement entered into in connection therewith, at
the time of any exercise or exchange of such Option.
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Global Net Lease, Inc.
September 12, 2023
Page 3 |
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, when and to the extent issued in accordance with the Registration Statement, the Resolutions, any additional resolutions adopted
by the Board or a duly authorized committee thereof, the Plan and any stock option agreement, restricted stock agreement or other form
of award agreement utilized under the Plan, the Shares will be 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 Registration Statement. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement 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.
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Very truly yours, |
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/s/ Venable LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Global Net Lease, Inc. of our report dated February 23, 2023 relating
to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears
in Global Net Lease, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
New York, New York
September 12, 2023
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Global Net Lease, Inc. of our report dated February 23, 2023 relating to the financial statements,
financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in The Necessity Retail
REIT, Inc. 's Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
New York, New York
September 12, 2023
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Global Net Lease, Inc. of our report dated July 6, 2023 relating to the combined financial statements of Global
Net Lease Advisors, LLC, Necessity Retail Advisors, LLC, Global Net Lease Properties, LLC, and Necessity Retail Properties, LLC, included
in Form 8-K filed by Global Net Lease, Inc. on September 12, 2023.
| /s/ Mazars USA LLP |
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| Fort Washington, Pennsylvania |
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| September 12, 2023 |
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Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Global Net Lease, Inc. of our report dated April 8, 2022, (June 24, 2022, as to Notes 1 & 6) relating to the Combined
Statement of Revenues and Certain Expenses of the portfolio of 81 properties (the “CIM Portfolio”) and related notes, appearing
in the Current Report on Form 8-K/A of The Necessity Retail REIT, Inc. dated June 24, 2022.
/s/ Deloitte & Touche LLP
Tempe, Arizona
September 12, 2023
EXHIBIT 107
Calculation of Filing Fee Tables
S-8
(Form Type)
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Newly Registered Securities
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Security
Type |
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Security Class
Title |
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Fee Calculation
Rule |
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Amount
Registered(1) |
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Proposed
Maximum
Offering
Price Per
Unit(2) |
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Maximum
Aggregate
Offering Price(2) |
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Fee Rate |
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Amount of
Registration
Fee(3) |
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Fees to Be
Paid
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Equity |
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Common Stock, par value $0.01 per share |
|
Rule 457(c) |
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2,295,658 |
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$11.05 |
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$25,722,847.89 |
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0.0001102 |
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$2,834.66 |
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Fees
Previously
Paid
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Total Offering Amounts |
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$25,722,847.89 |
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$2,834.66 |
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Fees Previously Paid |
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— |
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Total Fee Offsets |
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— |
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Net Fee Due |
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$2,834.66 |
| (1) |
This Registration Statement on Form S-8 relates to 2,295,658 shares of common stock, par value $0.01 per share (“GNL Common Stock”), of Global Net Lease, Inc., a Maryland corporation (the “Company”). In connection with the Agreement and Plan of Merger (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 (“GNL OP”), The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP”), Osmosis Sub I, LLC, a Maryland limited liability company and wholly-owned subsidiary of GNL (“REIT Merger Sub”), and Osmosis Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of GNL OP (“OP Merger Sub”), whereby RTL merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “REIT Merger”), the Company assumed the 2018 Omnibus Incentive Compensation Plan of RTL (the “RTL 2018 Plan”). At the effective time of the REIT Merger, 3,426,355 shares of Class A common stock, par value $0.01 per share, of RTL were reserved and available for issuance pursuant to outstanding or future awards under the RTL 2018 Plan. As adjusted by the Exchange Ratio (as defined below), this equates to 2,295,658 shares of GNL Common Stock to be registered hereunder. The “Exchange Ratio” means the conversion rate of one share of RTL Class A Common Stock for the right to receive 0.670 shares of GNL Common Stock in connection with the REIT Merger. |
| (2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, on the basis of the average of the high and low prices for a share of the registrant’s GNL Common Stock on September 8, 2023, as reported on the New York Stock Exchange. |
| (3) |
In connection with the registration of the GNL Common Stock, a registration fee of $2,834.66 was calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act. |
Global Net Lease (NYSE:GNL-B)
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Global Net Lease (NYSE:GNL-B)
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