GLOBAL NET LEASE, INC. AMENDMENT NO. 7 TO EQUITY DISTRIBUTION AGREEMENT
Exhibit 1.1
AMENDMENT NO. 7 TO EQUITY DISTRIBUTION AGREEMENT
August 5, 2022
| Capital One Securities, Inc. | Ladenburg Xxxxxxxx & Co. Inc. | |
| 000 Xxxx Xxxxxx, 00xx Xxxxx | 000 0xx Xxxxxx, 0xx Xxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 | Xxx Xxxx, Xxx Xxxx 00000 | |
| Mizuho Securities USA LLC | Barclays Capital Inc. | |
| 1271 Avenue of the Americas | 000 0xx Xxxxxx, 0xx Xxxxx | |
| Xxx Xxxx, Xxx Xxxx 10020 | Xxx Xxxx, Xxx Xxxx 00000 | |
| X. Xxxxx Securities, Inc. | Huntington Securities, Inc. | |
| 000 Xxxx Xxxxxx, 21st Floor | 00 Xxxxx Xxxx Xxxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 | Xxxxxxxx, Xxxx 00000 | |
| KeyBanc Capital Markets Inc. | SG Americas Securities, LLC | |
| 000 Xxxxxx Xxxxxx, 0xx Xxxxx | 000 Xxxx Xxxxxx | |
| Xxxxxxxxx, Xxxx 00000 | Xxx Xxxx, Xxx Xxxx 00000 | |
| BMO Capital Markets Corp. | Credit Suisse Securities (USA) LLC | |
| 000 Xxxx 00xx Xxxxxx, 00xx Floor | Eleven Madison Avenue | |
| New York, New York 10036 | Xxx Xxxx, Xxx Xxxx 00000 | |
| SMBC Nikko Securities America, Inc. | Comerica Securities, Inc. | |
| 000 Xxxx Xxxxxx | 0000 Xxxxxx Xx, 0xx Xxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 | Xxxxxx Xxxxx, Xxxxxxxx 00000 | |
| JMP Securities LLC | Synovus Securities, Inc. | |
| 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 | 000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx 000 | |
| Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 | Xxxxxxxxxx, Xxxxxxx 00000 |
Ladies and Gentlemen:
This Amendment No. 7 (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 Capital One Securities, Inc., Mizuho Securities USA LLC, X. Xxxxx Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., SMBC Nikko Securities America, Inc., JMP Securities LLC, Ladenburg Xxxxxxxx & Co. Inc., Barclays Capital Inc., Huntington Securities, Inc., SG Americas Securities, LLC, Credit Suisse Securities (USA) LLC, Comerica Securities, Inc. 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 and Amendment No. 6 to Equity Distribution Agreement, effective as of February 25, 2022 (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 Jefferies LLC on the date hereof, and the Company’s desire to add Huntington Securities, Inc., SG Americas Securities, LLC, Credit Suisse Securities (USA) LLC, Comerica Securities, Inc. and Synovus Securities, Inc. as Agents, 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: “Capital One Securities, Inc., Mizuho Securities USA LLC, X. Xxxxx Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., SMBC Nikko Securities America, Inc., JMP Securities LLC, Ladenburg Xxxxxxxx & Co. Inc., Barclays Capital Inc., Huntington Securities, Inc., SG Americas Securities, LLC, Credit Suisse Securities (USA) LLC, Comerica Securities, Inc. and Synovus Securities, Inc. (each an “Agent” and collectively, the “Agents”).” |
| b. | Section 10 of the Agreement is hereby amended to delete the following “(h) Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Attn: General Counsel;” and replace it with “(h) Huntington Securities, Inc., 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, Facsimile: (000) 000-0000, Attention: Equity Capital Markets,” and is also hereby amended to include the following subsections (k), (l), (m) and (n): “(k) SG Americas Securities, LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telephone: (000) 000-0000, Attention: Strategic Transactions Group, Americas, Email: xxxx.xxxx-xxxx-xxx-xxx-xxx@xxxxxx.xxx; (l) Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Facsimile: (000) 000-0000, Attention: IBCM Legal, (m) Comerica Securities, Inc., 0000 Xxxxxx Xx., 0xx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000, Telephone: (000) 000-0000, Attention: Alex Sin and (n) Synovus Securities, Inc., 000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Facsimile: (000) 000-0000, Attention: Capital Markets Group.” |
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/ Xxxxx. X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Chief Executive Officer and President | |
| GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. | ||
| By: | Global Net Lease, Inc., its general partner | |
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Chief Executive Officer and President | |
[Signature Page to Amendment No. 7 to Equity Distribution Agreement]
| ACCEPTED as of the date first above written | ||
| CAPITAL ONE SECURITIES, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| MIZUHO SECURITIES USA LLC | ||
| By: | /s/ Xxxxxxx F.X. Xxxxx | |
| Name: Xxxxxxx F.X. Xxxxx | ||
| Title: Managing Director | ||
| X. XXXXX SECURITIES, INC. | ||
| By: | /s/ Xxxxxxx XxXxxxxx | |
| Name: Xxxxxxx XxXxxxxx | ||
| Title: Senior Managing Director & Co-Head of Investment Banking | ||
| KEYBANC CAPITAL MARKETS INC. | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Director, Equity Capital Markets | ||
| BMO CAPITAL MARKETS CORP. | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Managing Director | ||
| SMBC NIKKO SECURITIES AMERICA, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Managing Director | ||
| JMP SECURITIES LLC | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Managing Director | ||
[Signature Page to Amendment No. 7 to Equity Distribution Agreement]
| LADENBURG XXXXXXXX & CO. INC. | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Head of Capital Markets | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Managing Director | ||
| HUNTINGTON SECURITIES, INC. | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Senior Vice President | ||
| SG AMERICAS SECURITIES, LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Managing Director | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
| COMERICA SECURITIES, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Managing Director | ||
| SYNOVUS SECURITIES, INC. | ||
| By: | /s/ X.X. Xxxx, Xx. | |
| Name: X.X. Xxxx, Xx. | ||
| Title: Senior Vice President | ||
[Signature Page to Amendment No. 7 to Equity Distribution Agreement]
