Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 24 2023 - 6:10AM
Edgar (US Regulatory)
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):
May 23, 2023
The Necessity Retail REIT, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland |
|
001-38597 |
|
90-0929989 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
650 Fifth Avenue, 30th Floor
New York, New York |
10019 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number,
including area code: (212) 415-6500
(Former
name or former address, if changed since last report): N/A
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:
x |
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 |
|
Trading
Symbols |
|
Name of each exchange on which
registered |
Class
A Common Stock, $0.01 par value per share |
|
RTL |
|
The Nasdaq Global Select Market |
7.50% Series A Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value per share |
|
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 |
|
RTLPO |
|
The Nasdaq Global Select Market |
Preferred Stock Purchase Rights |
|
|
|
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. |
On May 23, 2023, The Necessity Retail REIT, Inc.
(the “Company”) issued a joint press release with Global Net Lease, Inc. (“GNL”), a copy of which is attached
hereto as Exhibit 99.1. Additionally, on May 23, 2023, the Company made available an investor presentation prepared by the Company and
GNL, a copy of which is attached hereto as Exhibit 99.2.
The information set forth in Item 7.01 of this
Current Report on Form 8-K and in the attached Exhibit 99.1 and Exhibit 99.2 is deemed to be “furnished” and shall not be
deemed to be “filed” for 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 set forth in Item 7.01 of this Current Report on Form 8-K, 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.
|
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 hereunto duly authorized.
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THE NECESSITY RETAIL REIT, INC. |
|
|
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Date: May 24, 2023 |
By: |
/s/ Edward M. Weil, Jr. |
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Name: |
Edward M. Weil, Jr. |
|
Title: |
Chief Executive Officer and President |
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