Global Net Lease, Inc S-3ASR, filed Nov 4, 2022

Global Net Lease, Inc. (GNL)

S-3ASR 2022-11-04

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	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐
										Emerging growth company ☐

	Page
BASIS OF PRESENTATION		1
ABOUT THIS PROSPECTUS		1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		2
WHERE YOU CAN FIND MORE INFORMATION		3
THE COMPANY		4
RISK FACTORS		5
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS		6
USE OF PROCEEDS		8
DESCRIPTION OF THE SECURITIES WE OR OUR SELLING SECURITY HOLDERS MAY OFFER		8
DESCRIPTION OF CAPITAL STOCK		9
DESCRIPTION OF DEBT SECURITIES		17
DESCRIPTION OF GUARANTEES		26
DESCRIPTION OF WARRANTS		26
DESCRIPTION OF UNITS		27
DESCRIPTION OF STOCK PURCHASE CONTRACTS		27
DESCRIPTION OF DEPOSITARY SHARES		28
BOOK ENTRY PROCEDURES AND SETTLEMENT		31
CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OUR CHARTER AND BYLAWS		31
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		37
SELLING SECURITY HOLDERS		60
PLAN OF DISTRIBUTION		60
LEGAL MATTERS		64
EXPERTS		64

SEC registration fee	$	*
New York Stock Exchange supplemental listing fee		**
Legal fees and expenses		**
Accounting fees and expenses		**
Printing expenses		**
Transfer Agent/Depositary/Trustee fees and expenses		**
Miscellaneous expenses		**
Total	$	*

	Exhibit No.			Description
	1.1*			Form of Underwriting Agreement relating to Securities.
	3.1(1)			Articles of Restatement of Global Net Lease, Inc., effective February 24, 2021.
	3.2(2)			Amended and Restated Bylaws of Global Net Lease, Inc.
	3.3(3)			Amendment to Amended and Restated Bylaws of Global Net Lease, Inc.
	3.4(4)			Second Amendment to Amended and Restated Bylaws of Global Net Lease, Inc.
	3.5(5)			Articles Supplementary classifying additional shares of 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share filed on March 23, 2018.
	3.6(6)			Articles Supplementary classifying additional shares of 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share filed on December 13, 2019.
	3.7(7)			Articles Supplementary for Series C Preferred Stock.
	4.1(8)			Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015, between Global Net Lease, Inc. and Global Net Lease Special Limited Partner, LLC
	4.2(9)			First Amendment, dated as of February 28, 2017, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
	4.3(10)			Second Amendment, dated as of September 11, 2017, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
	4.4(11)			Third Amendment, dated as of December 15, 2017, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
	4.5(5)			Fourth Amendment, dated as of March 23, 2018, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
	4.6(12)			Fifth Amendment, dated as of July 19, 2018, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
	4.7(13)			Sixth Amendment, dated November 22, 2019, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
	4.8(6)			Seventh Amendment, dated December 13, 2019, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
	4.9(14)			Eighth Amendment dated June 3, 2021, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
	4.10(15)			Ninth Amendment dated August 6, 2021, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
	4.11(3)			Rights Agreement, dated April 9, 2020, between Global Net Lease, Inc. and American Stock Transfer and Trust, LLC, as Rights Agent.
	4.12(1)			Amendment to Rights Agreement, dated February 26, 2021, between Global Net Lease, Inc. and American Stock Transfer and Trust, LLC, as Rights Agent.
	4.13(16)			Indenture, dated as of December 16, 2020, among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., the Guarantors party thereto and U.S. Bank National Association, as trustee (including the form of Notes).
	4.14*			Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

	Exhibit No.			Description
	4.15*			Form of Debt Security
	4.16*			Form of Deposit Agreement
	4.17*			Form of Depositary Receipt
	4.18*			Form of Warrant
	4.19*			Form of Warrant Agreement
	4.20*			Form of Stock Purchase Agreement
	4.21*			Form of Unit Agreement
	4.22**			Form of Senior Indenture, between Global Net Lease, Inc. and one or more trustees to be named
	4.23**			Form of Subordinated Indenture, between Global Net Lease, Inc. and one or more trustees to be named
	5.1**			Opinion of Venable LLP regarding legality of securities being registered
	8.1**			Opinion of Proskauer Rose LLP as to tax matters
	23.1			Consent of Venable LLP (included in Exhibit 5.1)
	23.2			Consent of Proskauer Rose LLP (included in Exhibit 8.1)
	23.3**			Consent of PricewaterhouseCoopers LLP
	24.1			Power of Attorney (included on the signature page to this registration statement)
	107**			Filing Fee Table

NAME	CAPACITY	DATE
/s/ James L. Nelson James L. Nelson	Director, Chief Executive Officer and President (Principal Executive Officer)	November 3, 2022
/s/ Christopher J. Masterson Christopher J. Masterson	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)	November 3, 2022
/s/ P. Sue Perrotty P. Sue Perrotty	Non-Executive Chair	November 3, 2022
/s/ Edward G. Rendell Edward G. Rendell	Independent Director	November 3, 2022
/s/ Lee M. Elman Lee M. Elman	Independent Director	November 3, 2022
/s/ Abby M. Wenzel Abby M. Wenzel	Independent Director	November 3, 2022
/s/ M. Therese Antone M. Therese Antone	Independent Director	November 3, 2022
/s/ Edward M. Weil, Jr. Edward M. Weil, Jr.	Director	November 3, 2022

CROSS-REFERENCE TABLE⁽¹⁾
Section of Trust Indenture Act of 1939, as Amended		Indenture
310(a)		7.10
310(b)		7.09; 7.11
310(c)		Inapplicable
311(a)		7.14(a)
311(b)		7.14(b)
311(c)		Inapplicable
312(a)		5.02(a)
312(b)		5.02(c)
312(c)		5.02(c)
313(a)		5.04(a)
313(b)		5.04(b)
313(c)		5.04(a); 5.04(b)
313(d)		5.04(c)
314(a)		5.03; 4.06
314(b)		Inapplicable
314(c)		13.07
314(d)		Inapplicable
314(e)		13.07
314(f)		Inapplicable
315(a)		7.01(a); 7.03
315(b)		7.02
315(c)		7.01
315(d)		7.01(b); 7.01(c)
315(e)		6.07; 7.07
316(a)		6.06 8.04
316(b)		6.04
316(c)		8.01
317(a)		6.02
317(b)		4.03
318(a)		13.08

		Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		2
Section 1.01	Definitions of Terms	2
Section 1.02	Rules of Construction	5
Section 1.03	Form of Documents Delivered to Trustee	6
ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES		6
Section 2.01	Designation and Terms of Securities	6
Section 2.02	Form of Securities and Trustee’s Certificate	8
Section 2.03	Denominations: Provisions for Payment	9
Section 2.04	Execution and Authentication	10
Section 2.05	Registration of Transfer and Exchange	11
Section 2.06	Temporary Securities	11
Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	12
Section 2.08	Cancellation	12
Section 2.09	Benefits of Indenture	12
Section 2.10	Authenticating Agent	13
Section 2.11	Global Securities	13
ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS		14
Section 3.01	Redemption	14
Section 3.02	Notice of Redemption	14
Section 3.03	Payment Upon Redemption	14
Section 3.04	Sinking Fund	15
Section 3.05	Satisfaction of Sinking Fund Payments with Securities	15
Section 3.06	Redemption of Securities for Sinking Fund	15
ARTICLE IV COVENANTS		16
Section 4.01	Payment of Principal, Premium and Interest	16
Section 4.02	Maintenance of Office or Agency	16
Section 4.03	Paying Agents	16
Section 4.04	Appointment to Fill Vacancy in Office of Trustee	17
Section 4.05	Compliance with Consolidation Provisions	17
Section 4.06	Statement by Officers as to Default	17

ARTICLE V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE		18
Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders	18
Section 5.02	Preservation Of Information; Communications With Securityholders	18
Section 5.03	Reports by the Company	19
Section 5.04	Reports by the Trustee	19
ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT		20
Section 6.01	Events of Default	20
Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee	21
Section 6.03	Application of Moneys Collected	22
Section 6.04	Limitation on Suits	22
Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	23
Section 6.06	Control by Securityholders	23
Section 6.07	Undertaking to Pay Costs	23
ARTICLE VII CONCERNING THE TRUSTEE		24
Section 7.01	Certain Duties and Responsibilities of Trustee	24
Section 7.02	Notice of Defaults	24
Section 7.03	Certain Rights of Trustee	25
Section 7.04	Trustee Not Responsible for Recitals or Issuance or Securities	25
Section 7.05	May Hold Securities	26
Section 7.06	Moneys Held in Trust	26
Section 7.07	Compensation and Reimbursement	26
Section 7.08	Reliance on Officers’ Certificate	26
Section 7.09	Disqualification; Conflicting Interests	26
Section 7.10	Corporate Trustee Required; Eligibility	27
Section 7.11	Resignation and Removal; Appointment of Successor.	27
Section 7.12	Acceptance of Appointment By Successor	28
Section 7.13	Merger, Conversion, Consolidation or Succession to Business	29
Section 7.14	Preferential Collection of Claims Against the Company	29
ARTICLE VIII CONCERNING THE SECURITYHOLDERS		29
Section 8.01	Evidence of Action by Securityholders	29
Section 8.02	Proof of Execution by Securityholders	30
Section 8.03	Who May be Deemed Owners	30
Section 8.04	Certain Securities Owned by Company Disregarded	30
Section 8.05	Actions Binding on Future Securityholders	30

ARTICLE IX SUPPLEMENTAL INDENTURES		31
Section 9.01	Supplemental Indentures Without the Consent of Securityholders	31
Section 9.02	Supplemental Indentures With Consent of Securityholders	32
Section 9.03	Effect of Supplemental Indentures	32
Section 9.04	Securities Affected by Supplemental Indentures	33
Section 9.05	Execution of Supplemental Indentures	33
ARTICLE X SUCCESSOR ENTITY		33
Section 10.01	Company May Consolidate, Etc	33
Section 10.02	Successor Entity Substituted	34
Section 10.03	Evidence of Consolidation, Etc. to Trustee	34
ARTICLE XI SATISFACTION AND DISCHARGE; DEFEASANCE		34
Section 11.01	Satisfaction and Discharge	34
Section 11.02	Defeasance	35
Section 11.03	Deposited Moneys to be Held in Trust	36
Section 11.04	Payment of Moneys Held by Paying Agents	37
Section 11.05	Repayment to Company	37
Section 11.06	Reinstatement	37
ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		37
Section 12.01	No Recourse	37
ARTICLE XIII MISCELLANEOUS PROVISIONS		38
Section 13.01	Effect on Successors and Assigns	38
Section 13.02	Actions by Successor	38
Section 13.03	Surrender of Company Powers	38
Section 13.04	Notices	38
Section 13.05	Governing Law	38
Section 13.06	Treatment of Securities as Debt	38
Section 13.07	Compliance Certificates and Opinions	39
Section 13.08	Payments on Business Days	39
Section 13.09	Conflict with Trust Indenture Act	39
Section 13.10	Counterparts	39
Section 13.11	Separability	40

	GLOBAL NET LEASE, INC.

	By:
		Name:
		Title:

	[ ], as Trustee

	By:
		Name:
		Title:

ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
Section 1.01	Definitions of Terms	1
Section 1.02	Rules of Construction	6
Section 1.03	Form of Documents Delivered to Trustee	6
ARTICLE II	ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	7
Section 2.01	Designation and Terms of Securities	7
Section 2.02	Form of Securities and Trustee’s Certificate	9
Section 2.03	Denominations: Provisions for Payment	9
Section 2.04	Execution and Authentication	11
Section 2.05	Registration of Transfer and Exchange	12
Section 2.06	Temporary Securities	13
Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	13
Section 2.08	Cancellation	14
Section 2.09	Benefits of Indenture	14
Section 2.10	Authenticating Agent	14
Section 2.11	Global Securities	15
ARTICLE III	REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	16
Section 3.01	Redemption	16
Section 3.02	Notice of Redemption	16
Section 3.03	Payment Upon Redemption	17
Section 3.04	Sinking Fund	18
Section 3.05	Satisfaction of Sinking Fund Payments with Securities	18
Section 3.06	Redemption of Securities for Sinking Fund	19
ARTICLE IV	COVENANTS	19
Section 4.01	Payment of Principal, Premium and Interest	19
Section 4.02	Maintenance of Office or Agency	19
Section 4.03	Paying Agents	20
Section 4.04	Appointment to Fill Vacancy in Office of Trustee	21
Section 4.05	Compliance with Consolidation Provisions	21
Section 4.06	Statement by Officers as to Default	21

ARTICLE V	SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	21
Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders	21
Section 5.02	Preservation Of Information; Communications With Securityholders	22
Section 5.03	Reports by the Company	22
Section 5.04	Reports by the Trustee	22
ARTICLE VI	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	23
Section 6.01	Events of Default	23
Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee	26
Section 6.03	Application of Moneys Collected	27
Section 6.04	Limitation on Suits	28
Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	29
Section 6.06	Control by Securityholders	29
Section 6.07	Undertaking to Pay Costs	30
ARTICLE VII	CONCERNING THE TRUSTEE	30
Section 7.01	Certain Duties and Responsibilities of Trustee	30
Section 7.02	Notice of Defaults	31
Section 7.03	Certain Rights of Trustee	31
Section 7.04	Trustee Not Responsible for Recitals or Issuance or Securities	32
Section 7.05	May Hold Securities	33
Section 7.06	Moneys Held in Trust	33
Section 7.07	Compensation and Reimbursement	33
Section 7.08	Reliance on Officers’ Certificate	34
Section 7.09	Disqualification; Conflicting Interests	34
Section 7.10	Corporate Trustee Required; Eligibility	34
Section 7.11	Resignation and Removal; Appointment of Successor	34
Section 7.12	Acceptance of Appointment By Successor	36
Section 7.13	Merger, Conversion, Consolidation or Succession to Business	37
Section 7.14	Preferential Collection of Claims Against the Company	37
ARTICLE VIII	CONCERNING THE SECURITYHOLDERS	38
Section 8.01	Evidence of Action by Securityholders	38
Section 8.02	Proof of Execution by Securityholders	38
Section 8.03	Who May be Deemed Owners	39
Section 8.04	Certain Securities Owned by Company Disregarded	39
Section 8.05	Actions Binding on Future Securityholders	39
ARTICLE IX	SUPPLEMENTAL INDENTURES	40
Section 9.01	Supplemental Indentures Without the Consent of Securityholders	40
Section 9.02	Supplemental Indentures With Consent of Securityholders	41
Section 9.03	Effect of Supplemental Indentures	42
Section 9.04	Securities Affected by Supplemental Indentures	42
Section 9.05	Execution of Supplemental Indentures	42

ARTICLE X	SUCCESSOR ENTITY	43
Section 10.01	Company May Consolidate, Etc	43
Section 10.02	Successor Entity Substituted	44
Section 10.03	Evidence of Consolidation, Etc. to Trustee	45
ARTICLE XI	SATISFACTION AND DISCHARGE; DEFEASANCE	45
Section 11.01	Satisfaction and Discharge	45
Section 11.02	Defeasance	46
Section 11.03	Deposited Moneys to be Held in Trust	47
Section 11.04	Payment of Moneys Held by Paying Agents	47
Section 11.05	Repayment to Company	47
Section 11.06	Reinstatement	47
ARTICLE XII	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	48
Section 12.01	No Recourse	48
ARTICLE XIII	MISCELLANEOUS PROVISIONS	48
Section 13.01	Effect on Successors and Assigns	48
Section 13.02	Actions by Successor	48
Section 13.03	Surrender of Company Powers	49
Section 13.04	Notices	49
Section 13.05	Governing Law	49
Section 13.06	Treatment of Securities as Debt	49
Section 13.07	Compliance Certificates and Opinions	49
Section 13.08	Payments on Business Days	50
Section 13.09	Conflict with Trust Indenture Act	50
Section 13.10	Counterparts	50
Section 13.11	Separability	50
ARTICLE XIV	SUBORDINATION OF SECURITIES	50
Section 14.01	Securities Subordinate to Senior Indebtedness	50
Section 14.02	Trustee and Holders May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Indebtedness	52
Section 14.03	Payment Permitted if No Default	52
Section 14.04	Trustee Not Charged with Knowledge of Prohibition	53
Section 14.05	Trustee to Effectuate Subordination	53
Section 14.06	Rights of Trustee as Holder of Senior Indebtedness	53
Section 14.07	Provisions Applicable to Paying Agents	53