Current Report Filing (8-k)
March 30 2020 - 4:17PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 30, 2020
American Finance Trust, Inc.
(Exact Name of Registrant as Specified in
Charter)
Maryland
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001-38597
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90-0929989
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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650 Fifth Avenue, 30th Floor
New York, New York 10019
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(Address, including zip code, of Principal
Executive Offices)
Registrant’s telephone number,
including area code: (212) 415-6500
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Class A Common Stock, $0.01 par value
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AFIN
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The Nasdaq Global Select Market
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7.50% Series A Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value
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AFINP
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive
Agreement.
Advisory Amendment
On March 30, 2020, American Finance Trust,
Inc. (the “Company”) entered into an amendment (the “Amendment”) to its advisory agreement (the “Advisory
Agreement”) with American Finance Advisors, LLC (the “Advisor”). In light of the unprecedented market disruption
resulting from the coronavirus pandemic, the Company and the Advisor have agreed to amend the Advisory Agreement to temporarily
lower the quarterly thresholds of Core Earnings Per Adjusted Share (as defined in the Advisory Agreement) the Company must reach
on a quarterly basis for the Advisor to receive the Variable Management Fee (as defined in the Advisory Agreement). For the quarters
ending June 30, 2020, September 30, 2020 and December 31, 2020, the lower threshold will be reduced from $0.275 to $0.23 and the
higher threshold will be reduced from $0.3125 to $0.27. The Company believes that the revised thresholds provide an appropriate
incentive to the Advisor as the Company works to minimize the adverse impact on its business resulting from the coronavirus pandemic.
The Advisor and the independent directors on the Company’s board of directors have agreed to reassess the threshold levels
for 2021 after 2020 and potentially further amend the Advisory Agreement, after taking into account the economic impact of the
coronavirus pandemic on the Company.
The foregoing summary of the material terms
of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment,
which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
The statements in this Current Report on
Form 8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties
that could cause actual results or events to be materially different. Forward-looking statements may include, but are not limited
to, statements regarding stockholder liquidity and investment value and returns. The words “anticipates,” “believes,”
“expects,” “estimates,” “projects,” “plans,” “intends,” “may,”
“will,” “would” and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. These forward-looking statements are subject to risks, uncertainties
and other factors, many of which are outside of Company’s control, which could cause actual results to differ materially
from the results contemplated by the forward-looking statements. These risks and uncertainties include the potential adverse effects
of the ongoing global coronavirus pandemic, including actions taken to contain or treat the coronavirus, on the Company, the Company’s
tenants and the global economy and financial markets, as well as those set forth in the Risk Factors section of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 27, 2020 and all other filings with the SEC after
that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent
reports. Further, forward looking statements speak only as of the date they are made, and the Company undertakes no obligation
to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results, unless required to do so by law.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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AMERICAN FINANCE TRUST, INC.
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By:
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/s/ Edward M. Weil, Jr.
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Edward M. Weil, Jr.
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Chief Executive Officer and President
(Principal Executive Officer)
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Dated: March 30, 2020
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