Current Report Filing (8-k)
23 December 2021 - 03:20AM
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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 22, 2021
American Finance Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland |
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001-38597 |
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90-0929989 |
(State or other jurisdiction
of incorporation)
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(Commission File Number) |
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(I.R.S. Employer
Identification No.)
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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
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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: |
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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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AFIN |
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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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AFINP |
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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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AFINO |
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The Nasdaq Global Select Market |
Preferred Stock Purchase Rights |
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true |
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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 7.01. Regulation FD Disclosure.
Preferred Stock Dividends
On December 22, 2021, American Finance Trust, Inc. (the “Company”)
issued a press release announcing the declaration of a dividend of
$0.46875 per share payable on January 18, 2022 to holders of record
of shares of the Company’s 7.50% Series A Cumulative Redeemable
Perpetual Preferred Stock at the close of business on January 7,
2022.
In addition, the Company announced the declaration of a dividend of
$0.4609375 per share payable on January 18, 2022 to holders of
record of shares of the Company’s 7.375% Series C Cumulative
Redeemable Perpetual Preferred Stock at the close of business on
January 7, 2022.
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.
The statements in this Current Report on Form 8-K 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 “anticipates,” “believes,” “expects,” “estimates,”
“projects,” “plans,” “intends,” “may,” “would” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. These forward-looking statements are subject to
risks, uncertainties and other factors, many of which are outside
of the Company’s control, which could cause actual results to
differ materially from the results contemplated by the
forward-looking statements. These risks and uncertainties include
the potential adverse effects of the ongoing global COVID-19
pandemic, including actions taken to contain or treat COVID-19, on
the Company, the Company’s tenants and the global economy and
financial markets and that the information about rent collections
may not be indicative of any future period, as well as those set
forth in the Risk Factors section of the Company’s most recent
Annual Report on Form 10-K for the year ended December 31, 2020
filed on February 25, 2021, and all other filings with the SEC
after that date, as such risks, uncertainties and other important
factors may be updated from time to time in the Company’s
subsequent reports. Further, forward-looking statements speak only
as of the date they are made, and the Company undertakes no
obligation to update or revise any forward-looking statement to
reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results over time, unless required
by law.
Item 9.01. Financial Statements and Exhibits.
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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AMERICAN FINANCE
TRUST, INC. |
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Date: December 22,
2021 |
By: |
/s/ Edward
M. Weil, Jr. |
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Edward M. Weil,
Jr. |
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Chief Executive
Officer and President |
American Financial (NASDAQ:AFINP)
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