UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GLOBAL
NET LEASE, INC. |
(Name of Issuer) |
|
Common Stock, $0.01 par value per share |
(Title of Class of Securities) |
|
379378201 |
(CUSIP Number) |
|
Michael
R. Anderson
General Counsel
Bellevue Capital Partners, LLC
222 Bellevue Avenue
Newport, RI 02840
212-415-6500
|
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
September 12,
2023 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 379378201 |
SCHEDULE 13D |
Page 2 of 18 |
1 |
NAME OF REPORTING PERSON
Bellevue Capital Partners, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
N/A |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
34,300,353 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
34,300,353 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,300,353 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 379378201 |
SCHEDULE 13D |
Page 3 of 18 |
1 |
NAME OF REPORTING PERSON
MWM PIC, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
N/A |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
29,620,112 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
29,620,112 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,620,112 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9% |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 379378201 |
SCHEDULE 13D |
Page 4 of 18 |
1 |
NAME OF REPORTING PERSON
MWM I, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
N/A |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
26,140 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
26,140 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,140 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 379378201 |
SCHEDULE 13D |
Page 5 of 18 |
1 |
NAME OF REPORTING PERSON
AR Capital LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
16,481 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
16,481 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,481 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 379378201 |
SCHEDULE 13D |
Page 6 of 18 |
1 |
NAME OF REPORTING PERSON
AR Global Investments, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
N/A |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
12,012 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
12,012 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,012 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 379378201 |
SCHEDULE 13D |
Page 7 of 18 |
1 |
NAME OF REPORTING PERSON
American Realty Capital Global II Special LP LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
N/A |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
6,725 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
6,725 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,725 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 379378201 |
SCHEDULE 13D |
Page 8 of 18 |
1 |
NAME OF REPORTING PERSON
Nicholas S. Schorsch |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
N/A |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☒ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
34,799,562 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
34,799,562 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,799,562 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1% |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
CUSIP No. 379378201 |
SCHEDULE 13D |
Page 9 of 18 |
1 |
NAME OF REPORTING PERSON
Nicholas S. Schorsch 2016 Grantor Retained Annuity Trust |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
N/A |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☒ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
404,114 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
404,114 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,114 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
CUSIP No. 379378201 |
SCHEDULE 13D |
Page
10 of 18 |
1 |
NAME OF REPORTING PERSON
Edward M. Weil, Jr. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
66,560 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
66,560 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,560 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
CUSIP No. 379378201 |
SCHEDULE 13D |
Page
11 of 18 |
Item 1. Security and Issuer.
This statement of beneficial ownership on Schedule 13D (this “Schedule
13D”) relates to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Global Net Lease, Inc.,
a Maryland corporation (the “Issuer”). The principal executive office of the Issuer is located at 650 Fifth Avenue, 30th Floor,
New York, New York, 10019.
Item 2. Identity and Background.
(a) This statement is filed by (i) Bellevue Capital Partners, LLC,
a Delaware limited liability company (“Bellevue Capital Partners”), (ii) MWM PIC, LLC, a Delaware limited liability company
and a direct, wholly owned subsidiary of Bellevue Capital Partners (“MWM”), (iii) MWM I, LLC, a Delaware limited liability
company and a direct, wholly owned subsidiary of Bellevue Capital Partners (“MWM I”), (iv) AR Global Investments, LLC, a Delaware
limited liability company and a direct, wholly owned subsidiary of Bellevue Capital Partners (“AR Global”), (v) AR Capital,
LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Bellevue Capital Partners, (“AR Capital”),
(vi) American Realty Capital Global II Special LP LLC, a Delaware limited liability company and a direct wholly owned subsidiary of AR
Global (“ARC SLP”), (vii) Mr. Nicholas S. Schorsch, the sole managing member of Bellevue Capital Partners, (viii) the Nicholas
S. Schorsch 2016 Grantor Retained Annuity Trust, a grantor retained annuity trust for the benefit of Mr. Schorsch (the “2016 GRAT”)
and (ix) Edward M. Weil, Jr., the Chief Executive Officer of AR Global and Chief Executive Officer of the Issuer. Bellevue Capital Partners
is the sole member of AR Global, AR Capital, MWM and MWM I. AR Global is the sole member ARC SLP.
The name of each executive officer of Bellevue Capital Partners,
MWM, MWM I, AR Global, AR Capital and ARC SLP is set forth in Schedule I hereto, which is incorporated herein by reference. Bellevue Capital
Partners, MWM, MWM I, AR Global, AR Capital, ARC SLP, Mr. Schorsch, the 2016 GRAT and Mr. Weil are collectively referred to as the “Reporting
Persons.”
(b) The address of each of the Reporting Persons and the executive
officers set forth on Schedule I is 222 Bellevue Avenue, Newport, RI 02840.
(c) The principal business of Bellevue Capital Partners is diversified
investments and asset management and operations. The principal business of MWM, MWM I and AR Global is asset management. The principal
business of AR Capital is a holding company. The principal business of ARC SLP is a holding company. Mr. Schorsch’s principal occupation
is Managing Member of Bellevue Capital Partners. Mr. Weil’s principal occupation is Chief Executive Officer, President and Chairman
of the Board of Directors of the Issuer and Chief Executive Officer of AR Global. The principal occupation of each executive officer of
Bellevue Capital Partners, MWM, AR Global, AR Capital and ARC SLP is set forth in Schedule I hereto, which is incorporated herein by reference.
(d) During the last five years, (i) none of the Reporting Persons,
(ii) to the best of Bellevue Capital Partners’ knowledge, none of the executive officers of Bellevue Capital Partners listed in
Schedule I hereto, (iii) to the best of MWM’s knowledge, none of the executive officers of MWM listed in Schedule I hereto, (iv)
to the best of MWM I’s knowledge, none of the executive officers of MWM I listed in Schedule I hereto, (v) to the best of AR Global’s
knowledge, none of the executive officers of AR Global listed in Schedule I hereto, (vi) to the best of AR Capital’s knowledge,
none of the executive officers of AR Capital listed in Schedule I hereto, and (vii), to the best of ARC SLP’s knowledge, none of
the executive officers of ARC SLP listed in Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
CUSIP No. 379378201 |
SCHEDULE 13D |
Page
12 of 18 |
(e) Other than as set forth herein, during the past five years,
(i) none of the Reporting Persons, (ii) to Bellevue Capital Partners’ knowledge, none of the executive officers of Bellevue Capital
Partners listed in Schedule I hereto, (iii) to MWM’s knowledge, none of the executive officers of MWM listed in Schedule I hereto,
(iv) to MWM I’s knowledge, none of the executive officers of MWM I listed in Schedule I hereto, (v) to AR Global’s knowledge,
none of the executive officers of AR Global listed in Schedule I hereto, (vi) to AR Capital’s knowledge, none of the executive officers
of AR Capital listed in Schedule I hereto, and (vi), to ARC SLP’s knowledge, none of the executive officers of ARC SLP listed in
Schedule I hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of
which such entity or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws. In relation to certain disclosures
in connection with the merger of American Realty Capital Properties, Inc. (“ARCP”) and American Realty Capital Trust III,
Inc. nine (9) years ago and the merger of ARCP and American Realty Capital Trust IV, Inc. eight (8) years ago, Mr. Schorsch, without admitting
or denying any of the allegations made against him, reached a settlement with the SEC. As part of the settlement, entered into in July
2019, the SEC did not make any findings of or allege any intentional misrepresentations or willful misconduct on the part of Mr. Schorsch.
The settlement enjoined Mr. Schorsch from violating certain provisions of the federal securities laws and included other provisions.
(f) Each of Bellevue Capital Partners, MWM, MWM I, AR Global, AR
Capital, and ARC SLP is a limited liability company organized under the laws of the State of Delaware. Mr. Schorsch and Mr. Weil are citizens
of the United States. The citizenship of each executive officer of Bellevue Capital Partners, MWM, MWM I, AR Global, AR Capital and ARC
SLP is set forth in Schedule I hereto, which is incorporated herein by reference.
As described in Item 5, each of the Reporting Persons expressly
disclaims that they constitute a “group” for the purposes of Section 13(d) of the Securities Exchange Act of 1934 and the
rules thereunder.
Item 3. Source and Amount of Funds or Other Consideration.
On September 12, 2023, the transactions contemplated
by (1) that certain Agreement and Plan of Merger, dated May 23, 2023 (the “REIT Merger Agreement”), by and among
Global Net Lease, Inc., a Maryland corporation (“GNL” or the “Company”), Global Net Lease Operating Partnership,
L.P., a Delaware limited partnership (“GNL OP”), Osmosis Sub I, LLC, a Maryland limited liability company and wholly-owned
subsidiary of GNL (“REIT Merger Sub”), Osmosis Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary
of GNL OP (“OP Merger Sub”), The Necessity Retail REIT, Inc., a Maryland corporation (“RTL”) and The Necessity
Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP”) (such transactions, the “REIT Merger”),
and (2) that certain Agreement and Plan of Merger, dated May 23, 2023 (the “Internalization Agreement”) by and among
GNL, RTL, GNL Advisor Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “GNL Advisor
Sub”), GNL PM Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “GNL PM Sub”),
RTL Advisor Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP, RTL PM Merger Sub LLC, a Delaware
limited liability company and a wholly-owned subsidiary of GNL OP (the “RTL PM Sub”), GNL OP, RTL OP, AR Global, Global Net
Lease Special Limited Partnership, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of AR Global (“GNL
SLP”), Necessity Retail SLP, Global Net Lease Advisors, LLC, a Delaware limited liability company and a wholly-owned subsidiary
of GNL SLP (“GNL Advisor”), Global Net Lease Properties, LLC, a Delaware limited liability company and a wholly-owned subsidiary
of GNL SLP (“GNL Property Manager”), Necessity Retail Advisors, LLC, a Delaware limited liability company and a wholly-owned
subsidiary of Necessity Retail SLP (“RTL Advisor”), and Necessity Retail Properties, LLC, a Delaware limited liability company
and a wholly-owned subsidiary of Necessity Retail SLP (“RTL Property Manager”), entered into for the purposes of effecting
an internalization of the advisory and property management functions of GNL and GNL OP post-REIT Merger (collectively, the “Internalization”
and together with the REIT Merger, the “Transactions”) were consummated.
CUSIP No. 379378201 |
SCHEDULE 13D |
Page
13 of 18 |
Pursuant to the terms and conditions of the
REIT Merger Agreement, at the effective time of the REIT Merger on the Closing Date (the “REIT Merger Effective Time”),
RTL merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of
GNL, and immediately after the REIT Merger Effective Time, OP Merger Sub merged with and into RTL OP, with RTL OP continuing as the
surviving entity. Pursuant to the terms and conditions of the Internalization Agreement, at the effective time of the
Internalization (the “Internalization Effective Time”), (i) GNL Advisor Sub merged with and into GNL Advisor, with
GNL Advisor continuing in existence; (ii) GNL PM Sub merged with and into GNL Property Manager, with GNL Property Manager
continuing in existence; (iii) RTL Advisor Merger Sub LLC merged with and into RTL Advisor, with RTL Advisor continuing in
existence; and (iv) RTL PM Sub merged with and into RTL Property Manager, with RTL Property Manager continuing in
existence.
In connection with the Transactions, an aggregate
of 34,234,048 shares of Common Stock were issued to the Reporting Persons.
Item 4. Purpose of Transaction.
The information set out in Item 3 of this Schedule 13D are hereby
incorporated herein by reference.
Registration Rights
and Stockholders Agreement
In connection with the Internalization Agreement,
on September 12, 2023, GNL and AR Global, GNL SLP, and Necessity Retail SLP, Bellevue Capital Partners, ARC SLP, Nicholas S. Schorsch,
Nicholas S. Schorsch 2016 Grantor Retained Annuity Trust, MWM I, Shelley D. Schorsch, Edward M. Weil, Jr., William M. Kahane, and AR Capital
(collectively, the “Advisor Holders”) entered into a Registration Rights and Stockholders Agreement (the “Registration
Rights and Stockholders Agreement”). Pursuant to the Registration Rights and Stockholders Agreement, GNL has agreed to, as soon
as possible following the closing of the Transactions, file a registration statement or prospectus supplement providing for the registration
and sale of any shares of Common Stock beneficially owned by the Advisor Holders at the time of such filing (the “Resale Registration
Statement”). GNL is required to use its reasonable best efforts to keep the Resale Registration Statement continuously effective
for the period beginning on the date which the Resale Registration Statement becomes effective and ending on the earlier of (i) the
date on which all of the Advisor Holders’ shares of Common Stock may be resold without volume or manner of sale limitations pursuant
to Rule 144, and (ii) the date that all of the Advisor Holders’ shares of Common Stock registered under the Resale Registration
Statement have been disposed of or withdrawn. Pursuant to the terms of the Registration Rights and Stockholders Agreement, the Advisor
Holders are permitted to transfer their shares of Common Stock to each of AR Capital Global Holdings, LLC and Bellevue Capital Partners,
who may in turn distribute the share to its members, who may also transfer the shares to their family members, all of whom will be permitted
successors and assigns to the rights and obligations under the Registration Rights and Stockholders Agreement with respect the transferred
shares.
Amendments and Supplements
During the period that the
Resale Registration Statement is effective, GNL will prepare and file with the SEC such amendments and supplements as may be necessary
to keep the Resale Registration Statement effective and to comply with provisions of the Securities Act of 1933, as amended (the “Securities
Act”) with respect to the disposition of the Advisor Holders’ shares of Common Stock. GNL will file, as promptly as practicable
and in any event within 20 business days, any supplement or post-effective amendment to add the Advisor Holders’ shares of Common
Stock to any shelf registration statement as is reasonably necessary to permit the sale of the Advisor Holders’ shares of Common
Stock.
Underwritten Offerings
The Registration Rights and
Stockholders Agreement provides the Advisor Holders with demand rights for an underwritten offering of their shares of Common Stock. GNL
has agreed to reasonably cooperate with any such
CUSIP No. 379378201 |
SCHEDULE 13D |
Page
14 of 18 |
request and to take all other reasonable actions
in connection therewith, including entering into certain agreements (including an underwriting agreement in customary form), making customary
representations and warranties to the underwriters with respect to GNL’s business and the registration statement, obtaining customary
opinions and negative assurance letters of counsel, obtaining customary “cold comfort” letters and updates thereof from GNL’s
independent registered public accountants (to the extent permitted by applicable accounting rules and guidelines), and filing any
supplements to the registration statement as may be necessary in order to enable the Advisor Holders’ shares of Common Stock to
be distributed in the underwritten offering.
If the Advisor Holders desires
to engage in a block trade or bought deal pursuant to a shelf registration statement, the Advisor Holders may notify GNL of such block
trade not less than five business days prior to the day such offering is first anticipated to commence. Upon such request, GNL will use
its reasonable best efforts to facilitate the block trade or bought deal (which may close as early as two business days after the date
it commences).
Piggyback Registration
Under the Registration Rights
and Stockholders Agreement, the Advisor Holders have been granted certain piggyback registration rights. In particular, subject to certain
specified exceptions, including sales by GNL in an “at-the-market” offering, if GNL proposes to conduct a registered offering
or proposes to file a registration statement under the Securities Act with respect to an offering of its common equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into, its common equity securities, then GNL will give
written notice of such proposed offering to the Advisor Holders not less than three business days before the filing date of such registration
statement or, in the case of an underwritten offering pursuant to a shelf registration statement, the launch date of such offering and
include in such registered offering such number of the Advisor Holders’ shares of Common Stock as the Advisor Holders may request.
Sale and Transfer Restrictions
Under the Registration Rights
and Stockholders Agreement, the Advisor Holders are prohibited from transferring any shares of Common Stock issued pursuant to the Internalization
on or before the date that is six months from the Internalization Merger Effective Time (as defined in the Registration Rights
and Stockholders Agreement) without the prior written consent of GNL. Notwithstanding the foregoing, AR Global may, beginning on the date
that is 30 days following the Internalization Merger Effective Time, sell such shares of Common Stock issued pursuant to the Internalization
in transactions generating net proceeds of up to $85 million, provided that, during any three-month period, the amount of such shares
transferred by AR Global will not exceed the greater of (i) 1% of the then outstanding shares of Common Stock or (ii) the average
weekly reported trading volume of Common Stock during the 4 weeks preceding the date of such transfer. The Registration Rights and
Stockholders Agreement provides that notwithstanding the foregoing, the Advisor Holders may effect transfers among themselves and to the
members of Bellevue Capital Partners, who may in turn transfer shares to trusts for their or their family members’ benefit, under
their control or otherwise affiliated with them.
In addition, in the event
of an underwritten offering of Common Stock, the Advisor Holders will not effect any disposition of any shares of Common Stock during
the period (the “Offering Blackout Period”) beginning upon receipt by the Advisor Holders of written notice from GNL, but
in any event no earlier than the 15th day preceding the anticipated date of pricing of such underwritten offering, and ending no
later than 90 days after the closing date of such underwritten offering, and in no event for any longer period than is applicable
to GNL’s directors and officers in connection with such underwritten offering. However, the Advisor Holders will not be required
to observe or comply with the Offering Blackout Period if they are not disposing of any of shares of Common Stock in such underwritten
offering. Furthermore, such lockup will not prohibit the Advisor Holders from pledging their shares of Common Stock pursuant to a bona
fide margin loan or prevent the lender from exercising foreclosure remedies pursuant to such loan.
CUSIP No. 379378201 |
SCHEDULE 13D |
Page
15 of 18 |
Board Nomination Right
The Advisor Holders have the
right to designate one individual for nomination and election to GNL’s board of directors (the “GNL Board”), beginning
at the first election of directors after both James L. Nelson and Edward M. Weil, Jr. are no longer serving on the GNL Board, provided
that the Advisor Holders must hold at least 10% of the shares of Common Stock then outstanding at any given time in order to exercise
this right. Furthermore, the individual designated by the Advisor Holders must (i) not be affiliated with AR Global, and (ii) satisfy
the independence standards under Section 303A of the NYSE Listed Company Manual.
The
above description of the Registration Rights and Stockholders Agreement is a summary and is qualified in its entirety by the terms of
the Registration Rights and Stockholders Agreement, a copy of which is attached as Exhibit 2 hereto and incorporated by reference herein.
Joinder
Agreement
On September 14, 2023, the Issuer entered into
a Joinder to the Registration Rights and Stockholders Agreement, pursuant to which it consented to the transfer of 29,614,825 shares of
Common Stock by Advisor Parent to MWM for all purposes under the Registration Rights and Stockholders Agreement and acknowledged that
MWM may accede to all rights and obligations of a Holder (as defined in the Registration Rights and Stockholders Agreement) thereunder.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Based on the most recent information available, the aggregate
number and percentage of shares of Common Stock that are beneficially owned by each of the Reporting Persons is set forth in boxes (11)
and (13) of the cover pages to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
The percentages reported herein are calculated based upon 230,172,008 outstanding shares of Common Stock as of September 12, 2023.
In its capacity as sole member and controlling person of ARC SLP, AR Global
may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common
Stock held by ARC SLP. In its capacity as sole member and controlling person of AR Global, AR Capital, MWM and MWM I, Bellevue may be
deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock
held by each of AR Global, AR Capital, MWM and MWM I. In his capacity as the sole managing member of Bellevue Capital Partners, Mr. Schorsch
may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common
Stock beneficially owned by Bellevue Capital Partners. Each of Bellevue Capital Partners, MWM, MWM I, AR Global, AR Capital and ARC SLP
and Mr. Schorsch disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
In addition, Mr. Schorsch directly holds 409,945 shares of Common Stock and his spouse directly holds 89, 264 shares of Common Stock.
Mr. Weil directly beneficially owns 66,560 shares of Common Stock.
In addition, Mr. Weil holds a non-controlling equity interest in Bellevue Capital Partners. Mr. Weil does not have direct or indirect
voting or investment power over any shares that Bellevue Capital Partners, MWM, MWM I, AR Global, AR Capital or ARC SLP beneficially own
and disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Pursuant to Rule 13d-4 of
the Exchange Act, Mr. Weil declares that filing this Schedule 13D shall not be construed as an admission that he is, for the purposes
of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities described in this Schedule 13D as being held by
Bellevue Capital Partners, MWM, MWM I, AR Global, AR Capital or ARC SLP.
Except as described above, executive officers of Bellevue Capital
Partners, MWM, MWM I, AR Global, AR Capital or ARC SLP listed in Schedule I hereto do not beneficially own shares of Common Stock.
CUSIP No. 379378201 |
SCHEDULE 13D |
Page
16 of 18 |
(c) Except as described in Item 3 and Item 4, the Reporting Persons
have not engaged in any transactions in the Common Stock during the 60 days prior to the obligation to file this Schedule 13D. To the
best knowledge of the Reporting Persons, there have been no transactions by any executive officer of Bellevue Capital Partners, MWM, MWM
I, AR Global, AR Capital or ARC SLP listed in Schedules I hereto in the shares of Common Stock during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no person is
known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of Common
Stock held by the Reporting Persons other than each of the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information set out in Items 3 and 4 of this Schedule 13D are
hereby incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
*Filed herewith.
CUSIP No. 379378201 |
SCHEDULE 13D |
Page
17 of 18 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 22, 2023
|
BELLEVUE CAPITAL PARTNERS, LLC |
|
|
|
|
|
By: |
/s/ Michael R. Anderson |
|
|
|
Name: Michael R. Anderson
Title: General Counsel |
|
Dated: September 22, 2023
|
MWM PIC, LLC |
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By: |
/s/ Michael R. Anderson |
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|
|
Name: Michael R. Anderson
Title: Attorney-in-fact |
|
Dated: September 22, 2023
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MWM I, LLC |
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By: |
/s/ Michael R. Anderson |
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Name: Michael R. Anderson
Title: Attorney-in-fact |
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Dated: September 22, 2023
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AR CAPITAL, LLC |
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By: |
/s/ Michael R. Anderson |
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Name: Michael R. Anderson
Title: Attorney-in-fact |
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Dated: September 22, 2023
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AR GLOBAL INVESTMENTS, LLC |
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By: |
/s/ Michael R. Anderson |
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|
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Name: Michael R. Anderson
Title: Attorney-in-fact |
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CUSIP No. 379378201 |
SCHEDULE 13D |
Page 18 of 18 |
Dated: September 22, 2023
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American Realty Capital Global II Special LP LLC |
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By: |
/s/ Michael R. Anderson |
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Name: Michael R. Anderson
Title: Attorney-in-fact |
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Dated: September 22, 2023
|
NICHOLAS S. SCHORSCH |
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By: |
/s/ Michael R. Anderson |
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Name: Michael R. Anderson
Title: Attorney-in-fact |
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Dated: September 22, 2023
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NICHOLAS S. SCHORSCH 2016 GRANTOR RETAINED ANNUITY TRUST |
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By: |
/s/ Michael R. Anderson |
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Name: Michael R. Anderson
Title: Attorney-in-fact |
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Dated: September 22, 2023
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EDWARD M. WEIL, JR. |
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By: |
/s/ Michael R. Anderson |
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Name: Michael R. Anderson
Title: Attorney-in-fact |
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SCHEDULE I
| 1. | EXECUTIVE OFFICERS OF BELLEVUE CAPITAL PARTNERS, LLC |
The following is a list of the executive officers of Bellevue Capital Partners,
LLC:
Name |
|
Present Principal Occupation or Employment |
|
Citizenship |
Joseph Marnikovic |
|
Chief Financial Officer |
|
USA |
Nicholas Schorsch Jr. |
|
Chief Operating Officer |
|
USA |
Michael R. Anderson |
|
General Counsel |
|
USA |
| 2. | EXECUTIVE OFFICERS OF MWM PIC, LLC |
NONE
| 3. | EXECUTIVE OFFICERS OF MWM PIC, LLC |
NONE
| 4. | EXECUTIVE OFFICERS OF AR GLOBAL INVESTMENTS, LLC |
The following is a list of the executive officers of AR Global Investments,
LLC:
Name |
|
Present Principal Occupation or Employment |
|
Citizenship |
Edward M. Weil, Jr. |
|
Chief Executive Officer |
|
USA |
Joseph Marnikovic |
|
Chief Financial Officer |
|
USA |
Nicholas Schorsch Jr. |
|
Chief Operating Officer |
|
USA |
Michael R. Anderson |
|
General Counsel |
|
USA |
| 5. | EXECUTIVE OFFICERS OF AR CAPITAL, LLC |
NONE
| 6. | EXECUTIVE OFFICERS OF American Realty Capital Global II Special LP LLC |
NONE
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any
and all amendments thereto) with respect to the common stock, par value $0.01 per share, of Global Net Lease, Inc., a Maryland corporation,
and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party
hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness
of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in
counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Joint Filing Agreement as of September 22, 2023.
|
BELLEVUE CAPITAL PARTNERS, LLC |
|
|
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|
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By: |
/s/ Michael R. Anderson |
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Name: Michael R. Anderson
Title: General Counsel |
|
|
MWM PIC, LLC |
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|
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By: |
/s/ Michael R. Anderson |
|
|
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Name: Michael R. Anderson
Title: Attorney-in-fact |
|
|
MWM I, LLC |
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By: |
/s/ Michael R. Anderson |
|
|
|
Name: Michael R. Anderson
Title: Attorney-in-fact |
|
|
AR CAPITAL, LLC |
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By: |
/s/ Michael R. Anderson |
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|
|
Name: Michael R. Anderson
Title: Attorney-in-fact |
|
|
AR GLOBAL INVESTMENTS, LLC |
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By: |
/s/ Michael R. Anderson |
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|
|
Name: Michael R. Anderson
Title: Attorney-in-fact |
|
|
American Realty Capital Global
II Special LP LLC |
|
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By: |
/s/ Michael R. Anderson |
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|
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Name: Michael R. Anderson
Title: Attorney-in-fact |
|
|
NICHOLAS S. SCHORSCH |
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|
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By: |
/s/ Michael R. Anderson |
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|
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Name: Michael R. Anderson
Title: Attorney-in-fact |
|
|
NICHOLAS S. SCHORSCH 2016 GRANTOR RETAINED ANNUITY TRUST |
|
|
|
|
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By: |
/s/ Michael R. Anderson |
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|
|
Name: Michael R. Anderson
Title: Attorney-in-fact |
|
|
EDWARD M. WEIL, JR. |
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By: |
/s/ Michael R. Anderson |
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|
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Name: Michael R. Anderson
Title: Attorney-in-fact |
|
EXHIBIT 99.2
LIMITED POWER OF ATTORNEY FOR SECTION 13
FILINGS
I, the undersigned, in each case, do hereby make, constitute and
appoint Michael R. Anderson, as my true and lawful attorney for the purposes hereinafter set forth, effective as of this 22nd day
of September, 2023.
References in this limited power of attorney to “my Attorney”
are to the person named above and to the person substituted hereunder pursuant to the power of substitution granted herein.
I hereby grant to my Attorney, for me and in my name, place and
stead, the power:
|
1. |
To execute for and on my behalf, in my capacity set forth on my respective signature block below, with respect to the common stock, par value $0.01 per share (“Common Stock”), of Global Net Lease, Inc. (the “Issuer”), any Schedule 13D and all and any amendments thereto, in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”); |
|
2. |
To do and to perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Schedule 13D, and to timely file such schedule, form or amendment thereto with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and |
|
3. |
To take any other action of any type whatsoever that, in the opinion of my Attorney, may be necessary or desirable in connection with the foregoing grant of authority, it being understood that the documents executed by my Attorney pursuant to this limited power of attorney shall be in such form and shall contain such terms and conditions as my Attorney may approve. |
I hereby grant to my Attorney full power and authority to do and
to perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that my Attorney shall lawfully do or cause to be done by virtue of this limited power
of attorney and the rights and powers herein granted. I acknowledge and agree that neither my Attorney nor the Issuer is assuming any
of my responsibilities to comply with the Exchange Act.
This limited power of attorney shall remain in full force and effect
until I am no longer required to file any Schedule 13D or amendments thereto concerning the Common Stock, unless earlier revoked by me
in a signed writing delivered to each of my Attorney and the substitutes therefore, if any. This limited power of attorney may be filed
with the SEC as a confirming statement of the authority granted herein.
[Signature Pages Follow]
IN WITNESS WHEREOF, I have hereunto set my hand to this instrument on the
date first above written.
Date: September 22, 2023
|
BELLEVUE CAPITAL PARTNERS, LLC |
|
|
|
|
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By: |
/s/ Michael R. Anderson |
|
|
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Name: Michael R. Anderson
Title: General Counsel |
|
|
MWM PIC, LLC |
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By: |
/s/ Michael R. Anderson |
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|
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Name: Michael R. Anderson
Title: Authorized Signatory |
|
|
MWM I, LLC |
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By: |
/s/ Michael R. Anderson |
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Name: Michael R. Anderson
Title: Authorized Signatory |
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|
AR CAPITAL, LLC |
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By: |
/s/ Michael R. Anderson |
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|
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Name: Michael R. Anderson
Title: Authorized Signatory |
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|
AR GLOBAL INVESTMENTS, LLC |
|
|
|
|
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By: |
/s/ Michael R. Anderson |
|
|
|
Name: Michael R. Anderson
Title: Authorized Signatory |
|
|
American Realty Capital Global II Special LP LLC |
|
|
|
|
|
By: |
/s/ Michael R. Anderson |
|
|
|
Name: Michael R. Anderson
Title: Authorized Signatory |
|
|
NICHOLAS S. SCHORSCH |
|
|
|
|
|
By: |
/s/ Nicholas S. Schorsch |
|
|
|
|
|
|
NICHOLAS S. SCHORSCH 2016 GRANTOR RETAINED ANNUITY TRUST |
|
|
|
|
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By: |
/s/ Francis J. Mirabello |
|
|
|
Name: Francis J. Mirabello, Trustee |
|
|
EDWARD M. WEIL, JR. |
|
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|
|
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By: |
/s/ Edward M. Weil, Jr. |
|
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|
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