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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): April 17, 2024
Global Net Lease, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-37390 | 45-2771978 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 650 Fifth Avenue, 30th Floor | ||
| New York, New York | 10019 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (332) 265-2020
(Former name or former address, if changed since last report.)
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 Symbol(s) |
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 per 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. |
On April 17, 2024, Global Net Lease, Inc. (the “Company”) issued a press release announcing continued progress on its 2024 strategic disposition plan.
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 within the meaning of the Private Securities Litigation Reform Act of 1995. 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 realization of the anticipated benefits of the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions; that any potential future acquisition or disposition 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 the Company’s actual results to differ materially from those presented in its forward-looking statements are set forth in the Risk Factors and “Quantitative and Qualitative Disclosures About Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. 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. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated April 17, 2024. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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: | April 17, 2024 | By: | /s/ Edward M. Weil, Jr. |
| Name: | Edward M. Weil, Jr. | ||
| Title: | Chief Executive Officer and President (Principal Executive Officer) |
Exhibit 99.1
GLOBAL NET LEASE ANNOUNCES $462 MILLION OF DISPOSITIONS CLOSED OR UNDER AGREEMENT1 AS PART OF STRATEGIC DISPOSITION PLAN
§ Expect to achieve a 7.2% cash cap rate on occupied dispositions with a weighted average remaining lease term of 3.8 years
NEW YORK – April 17, 2024 – Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”) today announced continued progress on its 2024 strategic disposition plan, which it first detailed in its fourth-quarter and full year earnings report in February 2024. As of April 15, 2024, GNL’s strategic disposition efforts have resulted in over $462 million of transactions that are either closed or under agreement and expected to close by the end of the third quarter of 2024.
“We are very pleased to have built a robust disposition pipeline in the early stages of our strategic disposition effort and expect to identify additional opportunities throughout the year,” said Michael Weil, CEO of GNL. “We believe the 7.2% cash cap rate on the occupied dispositions offers proof of value of our primarily investment-grade portfolio and represents a significant premium compared to where GNL is currently trading on an implied cap rate basis. Additionally, we believe that the $124 million of vacant dispositions that are closed or under agreement will eliminate approximately $3 million of annualized operating expenses4. We plan to use the net proceeds from these dispositions to pay down existing debt, including borrowings currently at a 7.3% variable interest rate on the USD portion of our revolving credit facility, while also addressing near-term lease and debt maturities to achieve our primary objective of reducing Net Debt to Adjusted EBITDA.”
| Status of Disposition |
Expected Closing |
# of Properties |
Disposition Price (in mm) |
Cash Cap Rate2 | Wtg. Avg. Lease Term Remaining3 |
| Closed Dispositions YTD: | |||||
| Occupied Assets (12 Truist Properties) | Closed | 12 | $26.8 | 6.7% | 6.6 Years |
| Vacant / Dark Assets | Closed | 9 | $21.1 | – | – |
| Total YTD Closed | 21 | $47.9 | 6.7% | 6.6 Years | |
| Under PSA & Non-Refundable Deposit: | |||||
| Occupied Assets | Q2’24 | 6 | $21.1 | 6.7% | 4.7 Years |
| Vacant / Dark Assets | Q2’24 | 11 | $69.3 | – | – |
| Total Under PSA & Non-Refundable Deposit | 17 | $90.4 | 6.7% | 4.7 Years | |
| Under PSA & in DD Dispositions: | |||||
| Occupied Assets | Q2’24 – Q3’24 | 14 | $289.6 | 7.3% | 3.6 Years |
| Vacant / Dark Assets | Q2’24 – Q3’24 | 7 | $33.7 | – | – |
| Total Under PSA & in DD | 21 | $323.3 | 7.3% | 3.6 Years | |
| Total 2024 Dispositions to Date | 59 | $461.6 | 7.2% | 3.8 Years |
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 within the meaning of the Private Securities Litigation Reform Act of 1995. 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 realization of the anticipated benefits of the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions; that any potential future acquisition or disposition 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 the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements are set forth in the Risk Factors and “Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. 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.
Contacts:
Investor Relations
Email: investorrelations@globalnetlease.com
Phone: (332) 265-2020
Footnotes/Definitions:
1 Disposition data is as of April 15, 2024 and assumes signed purchase agreements lead to closings based on their contemplated terms, which can not be assured.
2 Calculated as NOI divided by disposition price.
3 Weighted average remaining lease term in years is calculated by comparing the lease expiration date to the anticipated closing date, weighted based on square feet.
4 Calculated based on fourth quarter of 2023 actual operating expenses multiplied by four.