Amendment No. 3, dated as of November 12, 2019, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley FBR, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc. Stifel, Nicolaus & Company, Incorporated and Ladenburg Thalmann & Co. Inc

EX-1.1 2 tm1922460d1_ex1-1.htm EXHIBIT 1.1

Exhibit 1.1

GLOBAL NET LEASE, INC.

AMENDMENT NO. 3 TO EQUITY DISTRIBUTION AGREEMENT

November 12, 2019

Capital One Securities, Inc.

299 Park Avenue, 14th Floor

New York, New York 10171

Mizuho Securities USA LLC

320 Park Avenue, 12th Floor

New York, New York 10022

B. Riley FBR, Inc.

299 Park Avenue, 21st Floor

New York, New York 10171

KeyBanc Capital Markets Inc.

127 Public Square, 4th Floor,

Cleveland, Ohio 44114

BMO Capital Markets Corp.

3 Times Square, 25th Floor

New York, New York 10036

BBVA Securities Inc.

1345 Avenue of the Americas, 44th Floor

New York, New York 10105

SMBC Nikko Securities America, Inc.

277 Park Avenue

New York, New York 10172

Stifel, Nicolaus & Company, Incorporated

501 North Broadway, 10th Floor

Saint Louis, Missouri 63102

Ladenburg Thalmann & Co. Inc.

277 Park Avenue, 26th Floor

New York, New York 10172

Ladies and Gentlemen:

Reference is made to 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, and Amendment No. 2 to Equity Distribution Agreement, effective as of June 21, 2019 (the “Agreement”), 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 Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley FBR, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc. Stifel, Nicolaus & Company, Incorporated and Ladenburg Thalmann & Co. Inc. (together with the Company and the Operating Partnership, the “Parties”) 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 connection with the foregoing, the Parties wish to amend the Agreement through this Amendment No. 3 to Equity Distribution Agreement (this “Amendment”) to modify the definition of certain defined terms set forth in the Agreement and used therein and to make certain other changes to 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:

The definition of the term “Shares” is hereby amended and restated to read as follows: “having an aggregate gross sales price of up to $359,852,965 (the “Shares”).”

Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: “(i) the date that Shares having an aggregate gross sales price of $359,852,965 have been sold pursuant to this Agreement.”

Section 4 of the Agreement is hereby amended to include the following subsection: “(cc) If, immediately prior to the third anniversary of the initial effective date of the Registration Statement relating to the Shares (the “Renewal Deadline”), any of the Shares remain unsold by the Agents, the Company shall prior to the Renewal Deadline (i) file, if it has not already done so (subject to subsections (a) and (b) of this Section 4), a new shelf registration statement relating to the Shares or a new shelf registration statement together with a new prospectus supplement relating to the Shares, in either case in a form satisfactory to the Agents, (ii) use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline (if the Company is not then eligible to file an automatic shelf registration statement) and (iii) take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated herein and in the expired registration statement relating to the Shares. References herein to the Registration Statement relating to the Shares shall include any new shelf registration statement contemplated by this Section 4(cc) and references to the Prospectus Supplement relating to the Shares shall include any new prospectus supplement contemplated by this Section 4(cc).

The first sentence of Section 2(cc) of the Agreement is hereby amended and restated in its entirety to read as follows: “Commencing with the Company’s taxable year ended on December 31, 2013, the Company has been organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable regulations under the Code, and the Company’s actual method of operation through the date hereof has enabled it to meet, and the Company’s proposed method of operation will enable it to continue to meet, the requirements for qualification and taxation as a REIT under the Code and all applicable regulations under the Code for its taxable year ending on December 31, 2019, and thereafter; all statements in the Registration Statement and the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” regarding the Company’s qualification and taxation as a REIT are correct in all material respects.”

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:	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:	Chief Executive Officer and President

[Signature Page to Amendment No. 3 to Equity Distribution Agreement]

ACCEPTED as of the date first above written

CAPITAL ONE SECURITIES, INC.

By:		/s/ Greg Steele
Name:		Greg Steele
Title:		Managing Director


MIZUHO SECURITIES USA LLC

By:		/s/ Kevin Mullane
Name:		Kevin Mullane
Title:		Executive Director


B. RILEY FBR, INC.

By:		/s/ Patrice McNicoll
Name:		Patrice McNicoll
Title:		SMD & Co-Head of Investment Banking


KEYBANC CAPITAL MARKETS INC.

By:		/s/ John Horrigan
Name:		John Horrigan
Title:		Managing Director


BMO CAPITAL MARKETS CORP.

By:		/s/ David Raff
Name:		David Raff
Title:		Managing Director


BBVA SECURITIES INC.

By:		/s/ Ryan Donovan
Name:		Ryan Donovan
Title:		Managing Director


SMBC NIKKO SECURITIES AMERICA, INC.

By:		/s/ Michael A. Walsh
Name:		Michael A. Walsh
Title:		Managing Director

[Signature Page to Amendment No. 3 to Equity Distribution Agreement]

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:		/s/ Daniel J, Covatta
Name:		Daniel J. Covatta
Title:		Managing Director

LADENBURG THALMANN & CO. INC.

By:		/s/ Steve Kaplan
Name:		Steve Kaplan
Title:		Head of Capital Markets

[Signature Page to Amendment No. 3 to Equity Distribution Agreement]