Amendment No. 9, dated as of November 9, 2023, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., BMO Capital Markets Corp., KeyBanc Capital Markets Inc., B. Riley Securities, Inc., Capital One Securities, Inc., Citizens JMP Securities, LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., Huntington Securities, Inc., Mizuho Securities USA LLC, Barclays Capital Inc., SG Americas Securities, LLC, Ladenburg Thalmann & Co. Inc., UBS Securities LLC and Synovus Securities, Inc
Exhibit 1.1
Execution Version
GLOBAL NET LEASE, INC.
AMENDMENT NO. 9 TO EQUITY DISTRIBUTION AGREEMENT
November 9, 2023
BMO Capital Markets Corp. | Huntington Securities,Inc. |
151 West 42nd Street, 32nd Floor | 41 South High Street |
New York, New York 10036 | Columbus, Ohio 43287 |
KeyBanc Capital Markets Inc. | Mizuho Securities USA LLC |
127 Public Square, 7th Floor | 1271 Avenue of the Americas |
Cleveland, Ohio 44114 | New York, New York 10020 |
B. Riley Securities, Inc. | Barclays Capital Inc. |
299 Park Avenue, 21st Floor | 745 7th Avenue, 5th Floor |
New York, New York 10171 | New York, New York 10019 |
Capital One Securities, Inc. | SG Americas Securities, LLC |
299 Park Avenue, Floors 29 & 31 | 245 Park Avenue |
New York, New York 10171 | New York, New York 10167 |
Citizens JMP Securities, LLC | Ladenburg Thalmann& Co. Inc. |
600 Montgomery Street, Suite 1100 | 640 5th Avenue, 4th Floor |
San Francisco, California 94111 | New York, New York 10019 |
SMBC Nikko Securities America, Inc. | UBS Securities LLC |
277 Park Avenue | 1285 Avenue of the Americas |
New York, New York 10172 | New York, New York 10019 |
Truist Securities, Inc. | Synovus Securities, Inc. |
3333 Peachtree Road NE, 11th Floor | 800 Shades Creek Parkway, Suite 350 |
Atlanta, Georgia 30326 | Birmingham, Alabama 35209 |
Ladies and Gentlemen:
This Amendment No. 9 (this “Amendment”) is being entered into by and among Global Net Lease, Inc., a Maryland corporation (the “Company”), and Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), on the one hand, and BMO Capital Markets Corp., KeyBanc Capital Markets Inc., B. Riley Securities, Inc., Capital One Securities, Inc., Citizens JMP Securities, LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., Huntington Securities, Inc., Mizuho Securities USA LLC, Barclays Capital Inc., SG Americas Securities, LLC, Ladenburg Thalmann & Co. Inc., UBS Securities LLC and Synovus Securities, Inc. (together with the Company and the Operating Partnership, the “Parties”) to amend the Equity Distribution Agreement, dated as of February 28, 2019, as amended by Amendment No. 1 to Equity Distribution Agreement, effective as of May 9, 2019, Amendment No. 2 to Equity Distribution Agreement, effective as of June 21, 2019, Amendment No. 3 to Equity Distribution Agreement, effective as of November 12, 2019, Amendment No. 4 to Equity Distribution Agreement, effective as of March 19, 2021, Amendment No. 5 to Equity Distribution Agreement, effective as of November 5, 2021, Amendment No. 6 to Equity Distribution Agreement, effective as of February 25, 2022, Amendment No. 7 to Equity Distribution Agreement, effective as of August 5, 2022 and Amendment No. 8 to Equity Distribution Agreement, effective as of November 4, 2022 (collectively with the Amendment, the “Agreement”), related to the issuance and sale of the Company’s common stock, par value $0.01 per share, pursuant to the terms thereof. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
In light of the Company’s termination of Agreement, as to Comerica Securities, Inc. on the date hereof, and the Company’s desire to add Truist Securities, Inc. on the date hereof, the Parties hereto wish to amend the Agreement through this Amendment to modify the definition of certain defined terms set forth in the Agreement with effect on and after the date hereof (the “Effective Date”).
SECTION 1. Amendments to the Agreement. The Parties hereby agree and acknowledge, from and after the Effective Date, that:
a. | The definitions of the terms “Agent” and “Agents” are hereby amended and restated in their entirety to read as follows: “BMO Capital Markets Corp., KeyBanc Capital Markets Inc., B. Riley Securities, Inc., Capital One Securities, Inc., Citizens JMP Securities, LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., Huntington Securities, Inc., Mizuho Securities USA LLC, Barclays Capital Inc., SG Americas Securities, LLC, Ladenburg Thalmann & Co. Inc., UBS Securities LLC and Synovus Securities, Inc. (each an “Agent” and collectively, the “Agents”).” |
b. | Section 10 of the Agreement is hereby amended to delete the following “(j) JMP Securities LLC, 600 Montgomery Street, Suite 1100, San Francisco, California 94111, Facsimile: (415) 835-8920, Attention: Equity Syndicate; (l) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, Facsimile: (212) 325-4296, Attention: IBCM Legal and (m) Comerica Securities, Inc., 3551 Hamlin Rd., 4th Floor, Auburn Hills, Michigan 48326, Telephone: (248) 371-6975, Attention: Alex Sin” and replace it with “(j) Citizens JMP Securities, LLC, 600 Montgomery Street, Suite 1100, San Francisco, California 94111, Facsimile: (415) 835-8920, Attention: Equity Syndicate; (l) UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019, Attention: Syndicate and (m) Truist Securities, Inc. 3333 Peachtree Road NE, 11th Floor, Atlanta, Georgia 30326, Attention: Equity Capital Markets, Fax No.  ###-###-####” |
SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment.
SECTION 3. Counterparts. This Amendment may be signed by the Parties in one or more counterparts which together shall constitute one and the same agreement among the Parties.
SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.
SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership hereby consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment.
SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment.
SECTION 7. Successors and Assigns. This Amendment shall be binding upon each Party hereto and their successors and assigns and any successor or assign of any substantial portion of the Party’s respective businesses and/or assets.
[Signature Page Follows]
Very truly yours, | ||
GLOBAL NET LEASE, INC. | ||
By: | /s/ James L. Nelson | |
Name: | James L. Nelson | |
Title: | Co-Chief Executive Officer and President |
GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. | ||
By: | Global Net Lease, Inc., its general partner | |
By: | /s/ James L. Nelson | |
Name: | James L. Nelson | |
Title: | Co-Chief Executive Officer and President |
[Signature Page to Amendment No. 9 to Equity Distribution Agreement]
ACCEPTED as of the date first above written | ||
BMO CAPITAL MARKETS CORP. | ||
By: | /s/ Matthew Coley | |
Name: Mathew Coley | ||
Title: Associate Director, Payment & Securities Operations | ||
KEYBANC CAPITAL MARKETS INC. | ||
By: | /s/ Jaryd Banach | |
Name: Jayrd Banach | ||
Title: Managing Director, Equity Capital Markets | ||
B. RILEY SECURITIES, INC. | ||
By: | /s/ Patrice McNicoll | |
Name: Patrice McNicoll | ||
Title: Co-Head of Investment Banking | ||
CAPITAL ONE SECURITIES, INC. | ||
By: | /s/ Phil Winiecki | |
Name: Phil Winiecki | ||
Title: Managing Director | ||
CITIZENS JMP SECURITIES, LLC | ||
By: | /s/ Ryan Abbe | |
Name: Ryan Abbe | ||
Title: Managing Director | ||
SMBC NIKKO SECURITIES AMERICA, INC. | ||
By: | /s/ Michelle Petropoulos | |
Name: Michelle Petropoulos | ||
Title: Managing Director |
[Signature Page to Amendment No. 9 to Equity Distribution Agreement]
TRUIST SECURITIES, INC. | ||
By: | /s/ Geoffrey Fennel | |
Name: Geoffrey Fennel | ||
Title: Director |
HUNTINGTON SECURITIES, INC. | ||
By: | /s/ Peter Dippolito | |
Name: Peter Dippolito | ||
Title: Senior Managing Director | ||
MIZUHO SECURITIES USA LLC | ||
By: | /s/ Ivana Rupcic-Hulin | |
Name: Ivana Rupcic-Hulin | ||
Title: Managing Director | ||
BARCLAYS CAPITAL INC. | ||
By: | /s/ Warren Fixmer | |
Name: Warren Fixmer | ||
Title: Managing Director | ||
SG AMERICAS SECURITIES, LLC | ||
By: | /s/ David Getzler | |
Name: David Getzler | ||
Title: Managing Director | ||
LADENBURG THALMANN & CO. INC. | ||
By: | /s/ Jeffrey Caliva | |
Name: Jeffrey Caliva | ||
Title: Managing Director |
[Signature Page to Amendment No. 9 to Equity Distribution Agreement]
UBS SECURITIES LLC | ||
By: | /s/ Pedro Bollman | |
Name: Pedro Bollman | ||
Title: Executive Director | ||
By: | /s/ Matthew Neuber | |
Name: Matthew Neuber | ||
Title: Associate Director | ||
SYNOVUS SECURITIES, INC. | ||
By: | /s/ Wes Baker | |
Name: Wes Baker | ||
Title: Investment Banker |
[Signature Page to Amendment No. 9 to Equity Distribution Agreement]