Global Net Lease Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits
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Item 1.01 Entry into a Definitive Material Agreement.
Change in Aggregate Share Ownership Limit/Waiver Agreements
As previously disclosed, Global Net Lease, Inc. (the “Company”) granted a waiver from the Aggregate Share Ownership Limit contained in the Company’s charter to Bellevue Capital Partners, LLC (“Bellevue”) permitting Bellevue to own up to 15.3% of the outstanding shares of the Company’s common stock, $0.01 par value per share (“Common Stock”) (the “Bellevue Waiver”). Waivers were also entered into with the controlling holders of Bellevue, Nicholas S. Schorsch and his spouse Shelley D. Schorsch, which were subsequently amended, permitting them to Beneficially Own or Constructively Own (each as defined in the Company’s charter) up to 13.8% of the outstanding shares of the Company’s Common Stock (the “NSS Waiver”, the “SDS Waiver” and taken together, the “Schorsch Waivers”).
On February 20, 2025, the Company’s board of directors (the “Board”) authorized a $300 million share repurchase program, which may have the effect of Bellevue, Mr. Schorsch and Mrs. Schorsch Beneficially Owning or Constructively Owning shares of Common Stock in excess of the respective limits set forth in the Belleveue Waiver, NSS Waiver and SDS Waiver, and as a result, the Board considered and determined to amend (i) the agreement governing the Bellevue Waiver to increase the percentage of outstanding shares of Common Stock that Bellevue may Beneficially Own or Constructively Own up to 16.9% and (ii) the agreements governing the Schorsch Waivers to increase the percentage of outstanding shares of the Company’s Common Stock that Nicholas and Shelley Schorsch may Beneficially Own or Constructively Own up to 15.3%. The Company entered into amendments and restatements of the agreements governing the Bellevue Waiver (the “A&R Bellevue Waiver Agreement”), the NSS Waiver (the “Second A&R NSS Waiver Agreement”) and the SDS Waiver (the “Second A&R SDS Waiver Agreement”) on March 13, 2025. The terms of the agreements governing the Bellevue Waiver and the Schorsch Waivers otherwise remain unchanged.
In connection with the revised waivers set forth in the A&R Bellevue Waiver Agreement, the Second A&R NSS Waiver Agreement and the Second A&R SDS Waiver Agreement, and in order to preserve the Company’s status as a real estate investment trust for United States federal income tax purposes, the Board adopted resolutions pursuant to Section 5.7(ii)(h) of the Company’s charter on March 7, 2025 decreasing the Aggregate Share Ownership Limit (as defined in the Company’s charter) to 8.025% in value of the aggregate of the outstanding shares of stock of the Company and 8.025% (in value or in number of shares, whichever is more restrictive) of any class or series of stock of the Company. On March 13, 2025, the Company filed with the State Department of Assessments and Taxation of Maryland a Certificate of Notice reflecting the decrease in the Aggregate Share Ownership Limit described above with immediate effect (the “Certificate of Notice”).
The foregoing summary of the A&R Bellevue Waiver Agreement, the Second A&R NSS Waiver Agreement and the Second A&R SDS Waiver Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the A&R Bellevue Waiver, the Second A&R NSS Waiver and the Second A&R SDS Waiver filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the decrease of the Aggregate Share Ownership Limit and the related Certificate of Notice is incorporated by reference into this Item 3.03.
The summary of the material terms of the Certificate of Notice described above does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Certificate of Notice which is attached as Exhibit 4.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) 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: March 13, 2025 | By: | /s/ Edward M. Weil, Jr. |
| Name: | Edward M. Weil, Jr. | |
| Title: | Chief Executive Officer and President (Principal Executive Officer) |