Current Report Filing (8-k)
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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): December 21, 2022
The Necessity Retail REIT, Inc.
(Exact Name of Registrant as Specified in
Charter)
Maryland |
|
001-38597 |
|
90-0929989 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
650
Fifth Avenue, 30th
Floor
New York,
New York 10019 |
(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) |
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¨ |
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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
Title of each class: |
|
Trading
Symbol(s) |
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Name of each exchange on which
registered: |
Class
A Common Stock, $0.01 par value per share |
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RTL |
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The Nasdaq Global Select Market |
7.50% Series A Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value per share |
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RTLPP |
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The Nasdaq Global Select Market |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
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RTLPO |
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The Nasdaq Global Select Market |
Preferred Stock Purchase Rights |
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The Nasdaq Global Select Market |
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.
Previously, The Necessity Retail REIT, Inc.
(the “Company”) rejected a purported notice from a stockholder, Blackwells Onshore I LLC (“Blackwells
Onshore”), stating its intention to nominate two individuals to the Company’s board of directors and to have six
proposals considered at the Company’s 2023 annual meeting of stockholders. The Company notified Blackwells Onshore that the
purported notice did not comply with the Company’s bylaws, as amended, on the grounds that the nominees did not qualify for
election to the Company’s board and because the notice failed to comply with the terms of the Company bylaws. Blackwells and
other participants in its proxy solicitation subsequently made certain filings under the rules governing proxy solicitations under
the Securities Exchange Act of 1934 (the “Exchange Act”).
On December 19, 2022, the Company filed a
complaint against Blackwells Capital LLC (“Blackwells Capital”), an affiliate of Blackwells Onshore (together with
Blackwells Capital, “Blackwells”), and certain others involved with Blackwells proxy solicitation (collectively the
“Defendants”), captioned The Necessity Retail REIT, Inc. v. Blackwells Capital LLC, et al., No. 1:22-cv-10703
(Dec. 19, 2022), in the United States District Court for the Southern District of New York. The complaint alleges that Blackwells
and the other Defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting or misstating
material information in materials filed by the Defendants. The complaint seeks, among other things, to (i) declare that the proxy
materials filed by Blackwells violate Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, (ii) order Blackwells
and the other Defendants to publicly correct their material misstatements or omissions, (iii) enjoin Blackwells and the other
Defendants from publishing any soliciting materials until each of them files corrective statements to address the material
misstatements or omissions, and (iv) preliminarily and permanently enjoin Blackwells and the other Defendants from committing any
further violations of federal securities law.
In addition, on December 19, 2022, Blackwells
Onshore filed a complaint against the Company and another defendant captioned Blackwells Onshore I LLC v. The Necessity Retail
REIT, Inc., et al., No. 24C22005195 (Dec. 19, 2022), in the Circuit Court of Maryland for Baltimore City. The complaint alleges
that the Company committed a breach of contract and violated its duties under Maryland law by rejecting the purported nomination of two
persons to the Company’s board proposed by Blackwells and various proposals which Blackwells seeks to have considered at the Company’s
2023 annual meeting of stockholders. The complaint seeks, among other things, (i) to enjoin the Company from interpreting its bylaws in
a fashion that would preclude Blackwells Onshore from nominating two candidates for election to the Company’s board, (ii) to declare
that the Company’s bylaws do not preclude Blackwells Onshore’s nominees or business proposals, (iii) to declare the previously
announced Second Amendment to the Company’s bylaws void and unenforceable, (iv) to enjoin the Company from taking any steps to reject
the nominations made by Blackwells Onshore and require the Company to count votes cast in favor of any of the persons nominated by Blackwells
Onshore, and (v) unspecified damages for purported breach of the bylaws. The Company intends to vigorously defend against the claims.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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THE NECESSITY RETAIL REIT, INC. |
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Date: December 21, 2022 |
By: |
/s/ Jason F. Doyle |
|
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Jason F.
Doyle |
|
|
Chief
Financial Officer, Treasurer and Secretary |
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