UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GLOBAL NET LEASE, INC.
(Exact name of registrant as specified in its charter)
Maryland | 45-2771978 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
650 Fifth Avenue, 30th Floor, New York, New York | 10019 | |
(Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
Preferred Stock Purchase Rights | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act: None
Explanatory Note
This Amendment No. 2 amends the Registration Statement on Form 8-A originally filed by Global Net Lease, Inc. (the “Company”) with the Securities and Exchange Commission on April 9, 2020, as amended by Amendment No. 1 filed on February 26, 2021 (the “Registration Statement”). This Amendment No. 2 is being filed to reflect the expiration of preferred stock purchase rights (the “Rights”) of the Company.
Item 1. Description of Registrant’s Securities to be Registered.
On September 12, 2023, the Company and American Stock Transfer and Trust Company, LLC, as rights agent (the “Rights Agent”), entered into an Amendment No. 2 (the “Second Amendment to Rights Agreement”) to the Rights Agreement, dated as of April 9, 2020, as amended by the Amendment to Rights Agreement dated as of February 26, 2021, by and between the Company and the Rights Agent (the “Rights Agreement”).
The Second Amendment to Rights Agreement accelerates the expiration of the Rights under the Rights Agreement by amending the definition of “Final Expiration Date” to mean 9:00 a.m. Eastern Time on September 12, 2023. Consequently, the Rights Agreement terminated at that time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment to Rights Agreement, which is filed as Exhibit 4.3 to this registration statement.
Item 2. Exhibits
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, on this 12th day of September, 2023.
GLOBAL NET LEASE, INC. | ||
By: | /s/ James L. Nelson | |
Name: | James L. Nelson | |
Title: | Co-Chief Executive Officer and President |