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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, 2023
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
001-37390 |
|
45-2771978 |
(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) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
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
Symbols |
|
Name of each
exchange on which
registered |
Common
Stock, $0.01 par value per share |
|
GNL |
|
New York Stock Exchange |
7.25%
Series A Cumulative Redeemable Preferred Stock, $0.01 par value share |
|
GNL PR A |
|
New York Stock Exchange |
6.875%
Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
GNL PR B |
|
New York Stock Exchange |
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
GNL PR D |
|
New York Stock Exchange |
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
GNL PR E |
|
New York Stock Exchange |
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 21, 2023, Global Net
Lease, Inc. (the “Company”) issued a press release announcing the declaration of a dividend of $0.453125 per share payable
on January 16, 2024 to holders of record of shares of the Company’s 7.25% Series A Cumulative Redeemable Preferred Stock at the
close of business on January 5, 2024.
The Company also announced the declaration
of a dividend of $0.4296875 per share payable on January 16, 2024 to holders of record of shares of the Company’s 6.875% Series
B Cumulative Redeemable Perpetual Preferred Stock at the close of business on January 5, 2024.
In addition, the Company announced
the declaration of a dividend of $0.46875 per share payable on January 16, 2024 to holders of record of shares of the Company’s
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock at the close of business on January 5, 2024.
Additionally, the Company issued
a press release announcing the declaration of a dividend of $0.4609375 per share payable on January 16, 2024 to holders of record of shares
of the Company’s 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock at the close of business on January 5, 2024.
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. The words such as “may,” “will,” “seeks,”
“anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,”
“predicts,” “plans,” “intends,” “would,” “could,” “should” 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 a number of 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 risks associated with the recently completed merger with The Necessity Retail REIT,
Inc. and the internalization of the Company’s property management and advisory functions; the geopolitical instability due to the
ongoing military conflict between Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by
the U.S. and European Union, and the related impact on the Company, the Company’s tenants and the global economy and financial markets;
that any potential future acquisition by the Company is subject to market conditions and capital availability and may not be identified
or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could
cause our actual results to differ materially from those presented in our forward-looking statements are 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, 2022, its Quarterly Reports on Form
10-Q for the fiscal quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively, and all other filings with the
Securities and Exchange Commission, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
GLOBAL NET LEASE, INC. |
|
|
|
Date: December 21, 2023 |
By: |
/s/ James L. Nelson |
|
|
Name: James L. Nelson |
|
|
Title: Co-Chief Executive Officer and President |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Global Net Lease, Inc.
Announces Preferred Stock Dividends
NEW YORK, December 21, 2023 – Global Net Lease, Inc.
(“GNL” or the “Company”) (NYSE: GNL/ GNL PRA / GNL PRB / GNL PRD / GNL PRE) announced today that it declared quarterly
dividends on its outstanding preferred stock. Specifically, GNL declared (i) a dividend of $0.453125 per share on its 7.25% Series A Cumulative
Redeemable Preferred Stock (“Series A Preferred Stock”), payable on January 16, 2024, to holders of record of shares of its
Series A Preferred Stock at the close of business on January 5, 2024, (ii) a dividend of $0.4296875 per share on its 6.875% Series B Cumulative
Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”) payable on January 16, 2024 to holders of record of shares
of its Series B Preferred Stock at the close of business on January 5, 2024, (iii) a dividend of $0.46875 per share on its 7.50% Series
D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) payable on January 16, 2024 to holders of record
of shares of its Series D Preferred Stock at the close of business on January 5, 2024, and (iv) a dividend of $0.4609375 per share on
its 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock (“Series E Preferred Stock”) payable on January 16, 2024
to holders of record of shares of its Series E Preferred Stock at the close of business on January 5, 2024.
About Global Net Lease, Inc.
Global Net Lease, Inc. is a publicly traded real
estate investment trust listed on the NYSE, which focuses on acquiring and managing a global portfolio of income producing net lease
assets across the United States, and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.
Important Notice
The statements in this press release 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. The words such as "may," "will," "seeks," "anticipates,"
"believes," "expects," "estimates," "projects," "potential," "predicts," "plans,"
"intends," "would," "could," "should" 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 a number of risks, uncertainties and other factors, many of which are outside of GNL'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 risks associated
with the recently completed merger with The Necessity Retail REIT, Inc. and the internalization of GNL's property management and advisory
functions; the geopolitical instability due to the ongoing military conflict between Russia and Ukraine and Israel and Hamas, including
related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on GNL, GNL's tenants and the global
economy and financial markets; that any potential future acquisition by GNL is subject to market conditions and capital availability and
may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties,
that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth in the Risk
Factors section of GNL's most recent Annual Report on Form 10-K for the year ended December 31, 2022, its Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively, and all other filings with the Securities
and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in GNL's subsequent
reports. Further, forward-looking statements speak only as of the date they are made, and GNL 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.
Contacts:
Investor Relations
Email: investorrelations@globalnetlease.com
Phone: (332) 265-2020 |
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