Current Report Filing (8-k)
June 16 2023 - 5:14PM
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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): June 16, 2023
The Necessity Retail REIT, Inc.
(Exact Name of Registrant as Specified in
Charter)
Maryland |
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001-38597 |
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90-0929989 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
650
Fifth Avenue, 30th
Floor
New York,
New York 10019 |
(Address, including zip code, of Principal Executive Offices) |
Registrant’s telephone
number, including area code: (212) 415-6500
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:
¨ |
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)) |
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: |
Class
A Common Stock, $0.01 par value per share |
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RTL |
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The Nasdaq Global Select Market |
7.50% Series A Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value per share |
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RTLPP |
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The Nasdaq Global Select Market |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
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RTLPO |
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The Nasdaq Global Select Market |
Preferred Stock Purchase Rights |
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The Nasdaq Global Select Market |
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 7.01. Regulation FD Disclosure.
Preferred Stock Dividends
On June 16, 2023, The Necessity Retail REIT, Inc.
(the “Company”) issued a press release announcing the declaration of a dividend of $0.46875 per share payable on July 17,
2023 to holders of record of shares of the Company’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock at the close
of business on July 6, 2023.
In addition, the Company issued a press release
announcing the declaration of a dividend of $0.4609375 per share payable on July 17, 2023 to holders of record of shares of the Company’s
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock at the close of business on July 6, 2023.
A copy of each press release is attached as Exhibit
99.1 and Exhibit 99.2 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for any purpose,
including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed
incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general
incorporation language in such filing.
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. The words “may,” “will,” “seeks,”
“anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,”
“intends,” “should” 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 a number of risks, uncertainties
and other factors, many of which are outside of the 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 (i)
the global COVID-19 pandemic, including actions taken to contain or treat COVID-19, (ii) the geopolitical instability due to the ongoing
military conflict between Russia and Ukraine, including related sanctions and other penalties imposed by the U.S. and European Union,
and the related impact on the Company, the Company’s tenants and the global economy and financial markets, and (iii) inflationary
conditions and higher interest rate environments, as well as those risks and uncertainties set forth in the Risk Factors section of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 23, 2023 and all other filings with
the Securities and Exchange Commission 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 over time, unless required to do so by law.
Item 9.01. Financial Statements and 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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THE NECESSITY RETAIL REIT, INC. |
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Date: June 16, 2023 |
By: |
/s/ Edward M. Weil, Jr. |
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Edward M. Weil, Jr. |
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Chief Executive Officer and President |
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