Material Agreement – Form 8-K
SECURITIES AND EXCHANGE COMMISSION
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):
(Exact Name of Registrant as Specified in Its Charter)
001-37390 | 45-2771978 | |||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
10019 | |
(Address of Principal Executive Offices) | ( |
Registrant's telephone number, including area code: (212) 415-6500
(Former name or former address, if changed since last report): N/A
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:
x | 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 |
which registered |
||
Common Stock, |
GNL | |||
7.25% Series A Cumulative Redeemable Preferred Stock, |
GNL PR A | |||
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, |
GNL PR B | |||
Preferred Stock Purchase Rights |
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 1.01 | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On
The Merger Agreement, including the Exchange Ratio (as defined below), resulted from negotiations between a special committee (the "GNL Special Committee") of independent members of the Board of Directors of GNL (the "GNL Board") and a special committee (the "RTL Special Committee") of independent members of the Board of Directors of RTL (the "RTL Board"), with the assistance of separate and independent financial and legal advisors. On
Upon the closing of the Merger, GNL will increase the size of the GNL Board by three directors. Three independent directors of RTL will be appointed to the GNL Board, and those appointees will be placed into the directorship classes of GNL that correspond to their respective classes on the RTL Board so that the composition of the GNL Board as of the REIT Merger Effective Time is intended to be
Pursuant to the Registration Rights and Stockholder Agreement (as defined and discussed below) that
The Merger
At the REIT Merger Effective Time, each issued and outstanding share of RTL's Class A Common Stock, par value
At the REIT Merger Effective Time, each issued and outstanding share of RTL's 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, par value
Following the REIT Merger Effective Time and prior to the OP Merger, REIT Merger Sub will distribute its general partnership interests in RTL OP to GNL. GNL, in turn, will contribute such general partnership interest to GNL OP and, in turn, GNL OP will contribute onward such general partnership interests to a newly formed limited liability company that will be wholly owned by GNL OP ("
Following the closing of the Merger, based on the Exchange Ratio, and subject to certain assumptions regarding the outstanding LTIPs (as defined herein) and noted below, current GNL stockholders would own approximately 45% of GNL post-closing, current RTL stockholders would own approximately 39% of GNL post-closing, and the owner of Advisor Parent and its affiliates may own up to 17% of GNL post-closing, assuming all outstanding LTIPs (as defined below) held by Advisor Parent and its affiliates are earned. In addition, at or prior to the closing of the Merger, GNL will have granted a waiver to Advisor Parent and certain owners thereof to own more than GNL's Revised Beneficial Ownership Limit (as defined below).
RTL Restricted Shares and RTL LTIP Units
As of one business day immediately prior to the REIT Merger Effective Time, all restricted shares of RTL (the "RTL Restricted Shares") granted to a member of the RTL Board under the 2018 Omnibus Incentive Compensation Plan of RTL (f/k/a
Also as of one business day immediately prior to the REIT Merger Effective Time, all other outstanding RTL Restricted Shares (other than RTL Restricted Shares granted to a member of the RTL Board) as of immediately prior to the REIT Merger Effective time will cease to relate to or represent any right to receive RTL Class A Common Stock and will be assumed by GNL and automatically converted, at the REIT Merger Effective Time, into an award of restricted stock relating to GNL Common Stock (the "GNL Restricted Stock") with respect to a number of shares of GNL Common Stock equal to the product of (x) the number of shares of RTL Class A Common Stock underlying the applicable award of RTL Restricted Shares as of immediately prior to such conversion, multiplied by (y) the Exchange Ratio, with each such award of RTL Restricted Shares so converted into GNL Restricted Stock otherwise subject to the same terms and conditions as were applicable to the corresponding award of RTL Restricted Shares, including any applicable vesting, acceleration, and payment timing provisions, except as expressly adjusted by the Merger Agreement and other than accelerated vesting of certain RTL Restricted Shares that the Board (or authorized committee thereof) is expressly permitted to effect in its sole discretion under the terms of the Company Disclosure Letter (as defined in the Merger Agreement).
In connection with the Internalization Agreement (as defined below), prior to the effective time of the Internalization (the "Internalization Effective Time"), RTL Advisor will distribute the 8,528,885 long-term incentive units of RTL (the "GNL LTIP Units") that are outstanding under the terms of the RTL Advisor Multi-Year Outplacement Performance Award (the "RTL 2021 Award") to RTL SLP (as defined below). Further, RTL Advisor and RTL OP will modify the RTL LTIP Units so that the award may be converted, upon the election of RTL Advisor, into 8,528,885 restricted shares of RTL (the "Converted RTL Restricted Shares"). Upon RTL Advisor exercising such election, RTL will immediately issue RTL SLP the Converted RTL Restricted Shares, subject to an award agreement which is substantially identical to the RTL 2021 Award, except as modified by the terms of the Internalization Agreement. Whether or not such election is made, allvesting conditions, whether based on time or performance, will remain in full effect except as modified by the Internalization Agreement as described herein, and will be evaluated at the closing of the Internalization. Each of the earned RTL LTIP Units will be entitled to a priority catch-up distribution in cash (the "RTL Catch Up"). RTL OP will pay the RTL Catch Up in cash as a result of any earned RTL LTIP Units to RTL SLP at the Internalization Effective Time. If RTL Advisor elects to convert RTL LTIP Units into Converted RTL Restricted Shares, other than with respect to the RTL Catch Up, any dividend or distribution which would otherwise be paid or provided with respect to RTL LTIP Units will instead be made with respect to the Converted RTL Restricted Shares in accordance with the provisions of the RTL 2021 Award. Upon the Internalization Effective Time, all Converted RTL Restricted Shares (or, if not converted, the RTL LTIP Units) will vest and may be earned based on the achievement of performance as calculated at the Internalization Effective Time and any such vested and earned Converted RTL Restricted Shares will be released from all restrictions and registered pursuant to an effective registration statement under the Securities Act.
"GNL LTIP Units") that are outstanding under the terms of the RTL Advisor Multi-Year Outplacement Performance Award (the "RTL 2021 Award") to RTL SLP (as defined below). Further, RTL Advisor and RTL OP will modify the RTL LTIP Units so that the award may be converted, upon the election of RTL Advisor, into 8,528,885 restricted shares of RTL (the "Converted RTL Restricted Shares"). Upon RTL Advisor exercising such election, RTL will immediately issue RTL SLP the Converted RTL Restricted Shares, subject to an award agreement which is substantially identical to the RTL 2021 Award, except as modified by the terms of the Internalization Agreement. Whether or not such election is made, allvesting conditions, whether based on time or performance, will remain in full effect except as modified by the Internalization Agreement as described herein, and will be evaluated at the closing of the Internalization. Each of the earned RTL LTIP Units will be entitled to a priority catch-up distribution in cash (the "RTL Catch Up"). RTL OP will pay the RTL Catch Up in cash as a result of any earned RTL LTIP Units to RTL SLP at the Internalization Effective Time. If RTL Advisor elects to convert RTL LTIP Units into Converted RTL Restricted Shares, other than with respect to the RTL Catch Up, any dividend or distribution which would otherwise be paid or provided with respect to RTL LTIP Units will instead be made with respect to the Converted RTL Restricted Shares in accordance with the provisions of the RTL 2021 Award. Upon the Internalization Effective Time, all Converted RTL Restricted Shares (or, if not converted, the RTL LTIP Units) will vest based on the achievement of performance as calculated at the Internalization Effective Timeand any such vested Converted RTL Restricted Shares will be released from all restrictions and registered pursuant to an effective registration statement under the Securities Act.
Additionally, as of the REIT Merger Effective Time, (i) the RTL Advisor Multi-Year Outperformance Award Agreement, dated as of
GNL LTIP Units
In connection with the Internalization Agreement (as defined below), prior to the Internalization Effective Time, GNL Advisor will distribute the 2,500,000 long-term incentive units of GNL (the "GNL LTIP Units") that are outstanding under the terms of the GNL Advisor Multi-Year Outplacement Performance Award (the "GNL 2021 Award") to GNL SLP (as defined below). Further, GNL Advisor and GNL OP will modify the GNL LTIP Units so that the award may be converted, upon the election of GNL Advisor, into 2,500,000 restricted shares of GNL (the "GNL Restricted Shares"). Upon GNL Advisor exercising such election, GNL will immediately issue GNL SLP the GNL Restricted Shares, subject to an award agreement which is substantially identical to the GNL 2021 Award, except as modified by the terms of the Internalization Agreement. Whether or not such election is made, all vesting conditions, whether based on time or performance, will remain in full effect except as modified by the Internalization Agreement. Each of the earned 2,500,000 GNL LTIP Units is entitled to a priority catch-up distribution in cash (the "GNL Catch Up"). GNL OP will pay the GNL Catch Up in cash to GNL SLP at the Internalization Effective Time. If GNL Advisor elects to convert GNL LTIP Units into GNL Restricted Shares, other than with respect to the GNL Catch Up, any dividend or distribution which would otherwise be paid or provided with respect to GNL LTIP Units will instead be made with respect to GNL Restricted Shares in accordance with the provisions of the GNL 2021 Award. Upon the Internalization Effective Time, all GNL Restricted Shares (or, if not converted, the GNL LTIP Units) will vest and may be earned based on the achievement of performance as calculated at the Internalization Effective Time and any such vested and earned GNL Restricted Shares will be released from all restrictions and registered pursuant to an effective registration statement under the Securities Act.
RTL and GNL Loan and Financing Agreements
In connection with the Merger, (i) GNL has agreed that at the REIT Merger Effective Time it will assume the outstanding notes under RTL's Indenture, dated as of
Merger Agreement Covenants
The Merger Agreement contains customary covenants, including, among other things, for RTL and GNL to operate in the ordinary course of business between signing and closing, call special meetings to seek stockholder approval of the transaction, prepare a registration statement on Form S-4 and Joint Proxy Statement/Prospectus to be included in the Form S-4, adhere to certain statements on confidentiality requirements, and use "reasonable best efforts" to complete the transaction. RTL's and GNL's interim operating covenants are generally intended to restrict each party from making material changes to its respective capitalization, business, and assets without the other party's prior consent.
The Merger Agreement also contains covenants prohibiting RTL and its representatives from soliciting, providing information or entering into discussions concerning proposals relating to alternative business combination transactions, subject to certain limited exceptions. However, for a period of 30 days following the execution of the Merger Agreement (the "go-shop" period), RTL and its representatives are permitted to solicit, provide information or enter into discussions concerning proposals relating to alternative business combination transactions, subject to certain limited exceptions. At the end of the go-shop period, restrictions on RTL will not apply to third parties that, during the go-shop period, made a proposal for a competing transaction that the RTL Special Committee determines has resulted in, or would be reasonably expected to result in, a Superior Proposal (as defined in the Merger Agreement). RTL will promptly notify GNL of any such third party's identity and competing proposal's material terms. If the RTL Special Committee recommends entering into a Superior Proposal, RTL must provide GNL with at least five business days' prior notice of its intention to take such action and an opportunity to revise the terms of the Merger Agreement such that the competing proposal is no longer a Superior Proposal.
The Merger Agreement prohibits GNL or RTL from making a change in recommendation to their respective stockholders with regards to the Merger that would be adverse to the other party except where (i) the board of directors of GNL or RTL, as applicable, has determined in good faith that failure to do so would be inconsistent with its duties to the stockholders of GNL or RTL, as applicable, under applicable law; (ii) GNL or RTL, as applicable, notifies the other party in writing that its board of directors intends to make such a change in recommendation; and (iii) during the five business days following the receipt of such notice of intent to make a change in recommendation, GNL or RTL, as applicable, has offered to negotiate with the other party in good faith in making adjustments to the terms and conditions of the Merger Agreement.
The Merger Agreement may be terminated under certain circumstances, including, but not limited to, by mutual written agreement of each of GNL and RTL, or by either RTL or GNL (in each case, with the prior approval of their respective special committees) (i) if the Merger has not been consummated on or before
RTL must pay GNL a termination fee of
The Merger Agreement contains indemnification provisions pursuant to which any right to exculpation, indemnification, and advancement of expenses now existing in favor of Indemnitees (as defined in the Merger Agreement) as provided in RTL's charter or bylaws or any of RTL's subsidiaries' respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of RTL for acts or omissions occurring at or prior to the REIT Merger Effective Time with respect to the Indemnitees will survive the Merger and continue in full force and effect in accordance with the terms under which they are created. In addition, as of the REIT Merger Effective Time and ending on the sixth anniversary of the REIT Merger Effective Time, GNL and REIT Merger Sub will (i) indemnify and hold harmless each Indemnitee against and from any costs or expenses, (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee's capacity as a director, officer, partner, manager, member, trustee, employee or agent of GNL or any of subsidiary of GNL, or (y) the Merger Agreement or any of the transactions contemplated thereby, including the Mergers; and (ii) pay in advance of the final disposition of any such action the expenses (including attorneys' fees and any expenses incurred by any Indemnitee in connection with enforcing any rights with respect to indemnification) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it will ultimately be determined that such Indemnitee is not entitled to be indemnified.
The Merger Agreement contains certain representations and warranties made by the parties thereto. The representations and warranties of the parties contained in the Merger Agreement are subject to contractual standards of materiality that may be different from what may be viewed as material to stockholders, as well as certain qualifications and limitations set forth in confidential disclosure letters delivered by each of the Company and RTL.
The obligation of each party to consummate the Merger is subject to certain conditions, including receipt of the Stockholder Approvals, the reduction by GNL of the Aggregate Share Ownership Limit (as defined in GNL's Articles of Restatement) to 8.9% in value of the aggregate of the outstanding shares of stock of GNL and 8.9% (in value or in number of shares, whichever is more restrictive) of any class or series of stock of GNL, the termination of the RTL Credit Facility by RTL, the amendment or refinancing of the GNL Credit Facility by and between GNL and the agents and requisite lenders party thereto, the requisite consents to the RTL CMBS and the GNL CMBS, the assumption of the outstanding notes under the RTL Indenture by GNL, delivery of certain documents, certificates and opinions, including customary REIT opinions and opinions issued by the counsel of each of GNL and RTL that the REIT Merger will qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, the truth and correctness of the representations and warranties of the parties (subject to contractual standards of materiality), the effectiveness of a registration statement on Form S-4 to be filed by the Company to register the shares of the GNL Common Stock to be issued as consideration in the Merger, the absence of injunctions or legal orders restraining the transaction, the absence of a material adverse effect with respect to either the Company or RTL, and the conditions to consummating the Internalization have been satisfied.
Amendments to GNL's Governing Documents
In connection with the Merger, at the REIT Merger Effective Time, the Amended and Restated Bylaws of GNL (the "GNL Bylaws") will be amended to, among other things, remove the requirement that the GNL Board be comprised of two "managing directors" and all related requirements.
In addition, on
At the REIT Merger Effective Time, the Shareholder Rights Plan including the Rights Agreement, dated
In connection with the closing of the Merger, GNL will elect to no longer be subject to Section 3-803 of the Maryland General Corporation Law (the "MGCL") and will prohibit itself from electing to be subject to Section 3-803 of the MGCL unless the repeal of such prohibition is approved by the stockholders of GNL by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors (the "Declassification Election"). Following the Declassification Election and beginning at the 2023 annual meeting of GNL stockholders (if held after the closing of the Merger), as the terms of the directors in each class expire, the successors to the directors in that class will be elected without classification, so that by the 2025 annual meeting of GNL stockholders, there will be no more classified directors on the GNL Board. Thereafter, all of the directors of GNL will be elected to serve one-year terms and until the following annual meeting of GNL stockholders and until their respective successors are duly elected and qualify.
Internalization Agreement
Concurrently with the execution of the Merger Agreement, on
Consummation of the transactions contemplated by the Internalization Agreement will result in the internalization of the management of the combined company immediately following consummation of the Merger, including by terminating (i) the Company's existing arrangement for advisory management services provided by GNL Advisor pursuant to the Fourth Amended and Restated Advisory Agreement, dated as of
As consideration for the transactions contemplated by the Internalization Agreement, GNL will issue 29,614,825 shares of GNL Common Stock valued in the aggregate at
The Internalization Agreement contains customary indemnification provisions, including, among other things, for breach of any representation or warranty or failure to perform any covenant or agreement. Pursuant to the Internalization Agreement, GNL has agreed to indemnify Advisor Parent and its subsidiaries, and Advisor Parent has agreed to indemnify GNL and its subsidiaries, for losses incurred relating to any Shared Contract (as defined in the Internalization Agreement). Additionally, Advisor Parent has agreed to indemnify GNL and each Surviving Entity (as defined in the Internalization Agreement) from losses incurred relating to certain tax matters in connection with the Internalization and from any Advisor Closing Amount (as defined in the Internalization Agreement) not factored into the amounts paid pursuant to the Internalization Agreement, among other tax-related matters. GNL has agreed to indemnify Advisor Parent and its affiliates and its and their respective officers, directors, stockholders, partners, managers, and members and their respective heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns from losses incurred relating to, among other things, any GNL Closing Amount (as defined in the Internalization Agreement) not factored into the amounts paid pursuant to the Internalization Agreement. GNL will not be entitled to indemnification under the terms of the Internalization Agreement unless the losses incurred exceed
The Internalization Agreement may be terminated, subject to certain limitations set forth in the Internalization Agreement, (i) by mutual written agreement by the parties thereto, (ii) by any party if a final and non-appealable order is entered that permanently restrains or otherwise prohibits the Internalization, (iii) by any party should the Effective Time (as defined in the Internalization Agreement) not have occurred on or before
The obligation of each party to consummate the Internalization is subject to certain conditions, including, among other conditions, the consummation of the REIT Merger, receipt of the stockholder approval from GNL's stockholders, delivery of certain documents and certificates, the truth and correctness of the representations and warranties of the parties (subject to contractual standards of materiality), the absence of injunctions or legal orders restraining the transaction, the absence of a material adverse effect and the receipt of certain requisite consents under the GNL Credit Agreement, the RTL CMBS and the GNL CMBS.
Registration Rights and Stockholder Agreement
In connection with the Internalization Agreement, and as a condition to the closing of the Internalization, GNL will enter into a Registration Rights and Stockholder Agreement with Advisor Parent, providing Advisor Parent with certain registration rights whereby, following the closing of the Internalization and the expiration of any related lock-up period, Advisor Parent can require GNL to register under the Securities Act the shares of GNL Common stock received by the Advisor Parent in connection with the Internalization. In addition, the Registration Rights and Stockholder Agreement will provide Advisor Parent with certain piggyback registration rights as well as certain board designation rights, subject to certain ownership threshold requirements.
Non-Competition Agreement
On
Employment Agreement of
On
Pursuant to the employment agreement,
· | a base salary at an annual rate of |
· | an annual bonus opportunity for each completed calendar year with a guaranteed minimum bonus of 50% of his annual base salary; provided that such annual bonus may be increased (but not decreased) and the GNL Board will engage a national compensation consulting firm reasonably promptly after |
· | employee benefits including, among other things, indemnification rights from the Company, expense reimbursement rights for all reasonable and documented business expenses (provided that |
Upon certain terminations of
· | if the termination is by reason of death or disability, payment of any accrued but unpaid annual bonus for a previously completed fiscal year; continued payment of |
· | if the termination is by the combined company without "cause" (including because of the combined company's decision not to renew the Weil Employment Agreement), or by |
· | if the termination is by |
The agreement also contains intellectual property and post-termination cooperation covenants from
Employment of
Pursuant to the terms of the Merger Agreement and at the closing of the Merger, and pursuant to the Internalization Agreement, Advisor Parent will assign that certain Employment Agreement, dated
Pursuant to the terms of his agreement,
· | a base salary of |
· | employee benefits including, among other things, indemnification rights from GNL, paid vacation, sick and personal days, participation in GNL's employee benefit plans, expense reimbursement rights for all reasonable and documented business expenses (provided that |
Upon certain terminations of
· | if the termination is by the combined company without "cause," a severance package consisting of continued base salary for the remainder of the term of the Nelson Employment Agreement (assuming there is no Extension Term). |
Each of the foregoing descriptions of the Merger Agreement, the Internalization Agreement, the Non-Competition Agreement with
Item 3.03 | Material Modification to the Rights of Security Holders. |
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the 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 and incorporated herein by reference.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the RTL Restricted Shares, the GNL Restricted Shares, the RTL LTIP Units (and Converted RTL Restricted Shares), and GNL LTIP Units (and GNL Restricted Shares), the increase in size of the GNL Board by three directors and other changes to the RTL Board, the Weil Employment Agreement and the Nelson Employment Agreement, each to be effective at the REIT Merger Effective Time, is incorporated by reference into this Item 5.02.
About
Forward-Looking Statements
The statements in this communication that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different. In addition, words such as "may," "will," "seeks," "anticipates," "believes," "estimates," expects," "plans," "intends," "would," or similar expressions indicate a forward-looking statement, although not all forward-looking statements contain these identifying words. Any statements referring to the future value of an investment in GNL, including the adjustments giving effect to the Merger and the Internalization as described in this communication, as well as the potential success that GNL may have in executing the Merger and Internalization, are also forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause GNL's actual results, or GNL's actual results after making adjustments to give effect to the Merger and the Internalization, to differ materially from those contemplated by such forward-looking statements, including but not limited to: (i) GNL's and RTL's ability to complete the proposed Merger and Internalization on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and satisfaction of other closing conditions to consummate the proposed transaction, (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed transactions, (iii) ability of GNL to obtain lender consent to amend its Second Amended and Restated Credit Facility or any other GNL loan agreement (including any RTL debt obligations assumed in connection with the Merger), if at all, or on terms favorable to GNL, (iv) risks related to the potential repeal of GNL's Shareholder's Rights Plan; (v) risks related to the decrease in the beneficial ownership requirements of GNL's applicable classes and series of stock; (vi) risks related to diverting the attention of GNL's and RTL's management from ongoing business operations, (vii) failure to realize the expected benefits of the proposed transactions, (viii) significant transaction costs or unknown or inestimable liabilities, (ix) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay, (x) the risk that RTL's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, (xi) risks related to future opportunities and plans for the
Additional Information and Where to Find It
In connection with the proposed transactions, GNL intends to file with the
Participants in the Proxy Solicitation
GNL, RTL, GNL OP, RTL OP, Advisor Parent, GNL Advisor and RTL Advisor, and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about directors and executive officers of GNL is available in the GNL proxy statement for its 2023 Annual Meeting, which was filed with the
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
___________________________
* The Company has omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and shall furnish supplementally to the
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 hereunto duly authorized.
Date: |
By: | /s/ |
Title: | Chief Executive Officer and President |
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