GLOBAL NET LEASE, INC. AMENDMENT NO. 9 TO EQUITY DISTRIBUTION AGREEMENT
Exhibit 1.1
Execution Version
AMENDMENT NO. 9 TO EQUITY DISTRIBUTION AGREEMENT
November 9, 2023
BMO Capital Markets Corp. | Huntington Securities,Inc. |
000 Xxxx 00xx Street, 32nd Floor | 00 Xxxxx Xxxx Xxxxxx |
New York, New York 10036 | Columbus, Ohio 43287 |
KeyBanc Capital Markets Inc. | Mizuho Securities USA LLC |
000 Xxxxxx Xxxxxx, 7th Floor | 0000 Xxxxxx xx xxx Xxxxxxxx |
Cleveland, Ohio 44114 | New York, New York 10020 |
X. Xxxxx Securities, Inc. | Barclays Capital Inc. |
000 Xxxx Xxxxxx, 21st Floor | 000 0xx Xxxxxx, 5th Floor |
New York, New York 10171 | New York, New York 10019 |
Capital One Securities, Inc. | SG Americas Securities, LLC |
000 Xxxx Xxxxxx, Floors 00 & 00 | 000 Xxxx Xxxxxx |
New York, New York 10171 | New York, New York 10167 |
Citizens JMP Securities, LLC | Ladenburg Thalmann& Co. Inc. |
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 | 000 0xx Xxxxxx, 4th Floor |
San Francisco, California 94111 | New York, New York 10019 |
SMBC Nikko Securities America, Inc. | UBS Securities LLC |
000 Xxxx Xxxxxx | 0000 Xxxxxx xx xxx Xxxxxxxx |
New York, New York 10172 | New York, New York 10019 |
Truist Securities, Inc. | Synovus Securities, Inc. |
0000 Xxxxxxxxx Xxxx XX, 11th Floor | 000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx 000 |
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., X. Xxxxx 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 Xxxxxxxx & 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., X. Xxxxx 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 Xxxxxxxx & 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, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000, Attention: Equity Syndicate; (l) Credit Suisse Securities (USA) LLC, Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Facsimile: (000) 000-0000, Attention: IBCM Legal and (m) Comerica Securities, Inc., 0000 Xxxxxx Xx., 0xx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000, Telephone: (000) 000-0000, Attention: Xxxx Xxx” and replace it with “(j) Citizens JMP Securities, LLC, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000, Attention: Equity Syndicate; (l) UBS Securities LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Syndicate and (m) Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx, Xxxxxxx, Xxxxxxx 00000, Attention: Equity Capital Markets, Fax No. (000) 000-0000” |
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: | Co-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: | 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/ Xxxxxxx Xxxxx | |
Name: Xxxxxx Xxxxx | ||
Title: Associate Director, Payment & Securities Operations | ||
KEYBANC CAPITAL MARKETS INC. | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | ||
Title: Managing Director, Equity Capital Markets | ||
X. XXXXX SECURITIES, INC. | ||
By: | /s/ Xxxxxxx XxXxxxxx | |
Name: Xxxxxxx XxXxxxxx | ||
Title: Co-Head of Investment Banking | ||
CAPITAL ONE SECURITIES, INC. | ||
By: | /s/ Xxxx Xxxxxxxx | |
Name: Xxxx Xxxxxxxx | ||
Title: Managing Director | ||
CITIZENS JMP SECURITIES, LLC | ||
By: | /s/ Xxxx Xxxx | |
Name: Xxxx Xxxx | ||
Title: Managing Director | ||
SMBC NIKKO SECURITIES AMERICA, INC. | ||
By: | /s/ Xxxxxxxx Xxxxxxxxxxx | |
Name: Xxxxxxxx Xxxxxxxxxxx | ||
Title: Managing Director |
[Signature Page to Amendment No. 9 to Equity Distribution Agreement]
TRUIST SECURITIES, INC. | ||
By: | /s/ Xxxxxxxx Xxxxxx | |
Name: Xxxxxxxx Xxxxxx | ||
Title: Director |
HUNTINGTON SECURITIES, INC. | ||
By: | /s/ Xxxxx Xxxxxxxxx | |
Name: Xxxxx Xxxxxxxxx | ||
Title: Senior Managing Director | ||
MIZUHO SECURITIES USA LLC | ||
By: | /s/ Xxxxx Xxxxxx-Xxxxx | |
Name: Xxxxx Xxxxxx-Xxxxx | ||
Title: Managing Director | ||
BARCLAYS CAPITAL INC. | ||
By: | /s/ Xxxxxx Xxxxxx | |
Name: Xxxxxx Xxxxxx | ||
Title: Managing Director | ||
SG AMERICAS SECURITIES, LLC | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | ||
Title: Managing Director | ||
LADENBURG XXXXXXXX & CO. INC. | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx | ||
Title: Managing Director |
[Signature Page to Amendment No. 9 to Equity Distribution Agreement]
UBS SECURITIES LLC | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | ||
Title: Executive Director | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx | ||
Title: Associate Director | ||
SYNOVUS SECURITIES, INC. | ||
By: | /s/ Xxx Xxxxx | |
Name: Xxx Xxxxx | ||
Title: Investment Banker |
[Signature Page to Amendment No. 9 to Equity Distribution Agreement]