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): December 20, 2016

 

 

American Realty Capital Global Trust II, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   000-55624   35-2506937

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

405 Park Avenue, 14th Floor

New York, New York 10022

(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)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

A special meeting of the stockholders of American Realty Capital Global Trust II, Inc., a Maryland corporation (the “Company”), was held on December 20, 2016 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders were asked to vote on matters related to that certain Agreement and Plan of Merger, dated as of August 8, 2016, by and among the Company, Global Net Lease, Inc., a Maryland corporation (“GNL”), Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “GNL OP”), American Realty Capital Global II Operating Partnership, L.P., a Delaware limited partnership (the “Company OP”), and Mayflower Acquisition LLC, a Maryland limited liability corporation (the “Merger Sub” and the “Merger Agreement”). Pursuant to the Merger Agreement, the Company will merge with and into the Merger Sub, a direct and wholly owned subsidiary of GNL, and the Company OP will merge with and into the GNL OP (collectively, the “Merger”).

 

The Company previously filed with the Securities and Exchange Commission a definitive joint proxy statement/prospectus and related materials pertaining to the Merger and the Special Meeting, which describe in detail each of the proposals submitted to stockholders at the Special Meeting.

 

At the Special Meeting, there were present, in person or by proxy, stockholders holding an aggregate of 7,383,574 shares of the Company’s common stock, representing approximately 59.01% of the total number of 12,512,087 shares of the Company’s common stock issued and outstanding as of the record date for the Special Meeting and entitled to vote.

 

The Stockholders approved Proposal No. 1. The full results of the vote on Proposal No. 1 are set forth below. Stockholder action on Proposal No. 2, to approve the adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of Proposal No. 1, was not required and no vote was taken on that proposal.

 

Proposal No. 1 – Approval of the Merger and the Other Transactions Contemplated by the Merger Agreement:

 

Votes For Votes Against Abstain Broker Non-Votes
6,369,318 692,467 321,789 *

 

* No broker non-votes were recorded in connection with Proposal No. 1.

  

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On December 20, 2016, the Company and GNL issued a press release announcing the results of their respective stockholder special meetings and the anticipated closing of the Merger in accordance with the terms of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release is deemed to have been furnished, and shall not be deemed to have been 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, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act regardless of any general incorporation language in such filing.

 

On December 20, 2016, the Company also prepared an investor presentation with frequently asked questions relating to the anticipated closing of the Merger. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The investor presentation is deemed to have been furnished, and shall not be deemed to have been filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

Forward-Looking Statements

 

Certain statements made in this letter are “forward-looking statements” (as defined in Section 21E of the Exchange Act), which reflect the expectations of the Company and GNL regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, whether and when the transactions contemplated by the Merger Agreement between the Company and GNL, among others, will be consummated, the new combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and other statements that are not historical facts.

 

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals for the transactions contemplated in the Merger Agreement; market volatility; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the tenants of the respective parties. Additional factors that may affect future results are contained in the Company’s and GNL’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company and GNL disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit
Number
  Description
99.1   Joint press release issued on December 20, 2016.
99.2   Investor presentation

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AMERICAN REALTY CAPITAL GLOBAL TRUST II, INC.
       
       
Date: December 20, 2016 By: /s/ Scott J. Bowman  
  Scott J. Bowman  
  Chief Executive Officer and President  

 

 

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Global Net Lease and American Realty Capital Global Trust II Stockholders
Overwhelmingly Approve Merger to Create Premier Global Net Lease Real Estate Investment Trust

 

 

New York, December 20, 2016 – Global Net Lease, Inc. (“GNL” or the “Company”) (NYSE: GNL) and American Realty Capital Global Trust II, Inc. (“Global II”) announced today that, based on the final vote tally from each company’s special meeting of stockholders held earlier today, stockholders overwhelmingly approved the merger of Global II with and into GNL. Pursuant to the terms of the merger agreement, dated August 8, 2016, GNL will acquire all of the outstanding common stock of Global II at an exchange ratio of 2.27 GNL common shares per Global II share.

 

Of the votes cast today at GNL’s stockholder meeting, approximately 93% were in favor of the merger transaction. In a separate vote for stockholders of Global II, the acquisition target, approximately 86% of shares voted were in favor of the merger transaction. The Company anticipates the merger will close on December 22, 2016, subject to the satisfaction of the remaining closing conditions.

 

Scott Bowman, Chief Executive Officer and President of GNL, commented “We are pleased to have received the support of our stockholders to approve the merger of GNL and Global II. This is a strategically important transaction that brings together two high quality portfolios, enhancing GNL’s position as a premier global net lease REIT.”

 

 

About Global Net Lease, Inc.

 

Global Net Lease, Inc. (NYSE: GNL) is a publicly traded real estate investment trust listed on the NYSE focused on acquiring a diversified global portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant, mission critical income producing net-leased assets across the United States, Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.

 

 

 

 

Important Notice

 

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. In addition, words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Actual results may differ materially from those contemplated by such forward-looking statements, including those set forth in the Risk Factors section of GNL’s most recent Annual Report on Form 10-K. Further, forward-looking statements speak only as of the date they are made, and GNL undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

 

Contacts

 

Media Inquiries: Investor Inquiries:  

Tim Cifelli

President

DDCworks

tcifelli@ddcworks.com

(484) 342-3600

Matthew Furbish

Vice President

Investor Relations

mfurbish@globalnetlease.com

(212) 415-6500

Scott J. Bowman

Chief Executive Officer and President

Global Net Lease, Inc.

sbowman@globalnetlease.com

(212) 415-6500

 

 

 

 

 

Exhibit 99.2

 

Merger of American Realty Capital Global Trust II with Global Net Lease (NYSE: GNL)

 

 

2 A MERICAN R EALTY C APITAL G LOBAL T RUST II, I NC . On December 20 , 2016 , stockholders of American Realty Capital Global Trust II, Inc . (“Global II”) voted at a Special Meeting of stockholders to approve the merger of Global II and Global Net Lease, Inc . (“GNL”) (NYSE : GNL) . For the reasons set forth in the joint Global II and GNL proxy statement/prospectus dated November 8 , 2016 , the Global II Board of Directors unanimously recommended that Global II stockholders vote “For” the proposals set forth in the proxy statement . The proxy materials can be found here: http://tinyurl.com/qa3ws8g INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION . THESE MATERIALS ARE AVAILABLE FREE OF CHARGE ON THE SEC’S WEBSITE AT WWW . SEC . GOV, AT WWW . GLOBALNETLEASE . COM OR AT WWW . ARCGLOBALTRUST 2 . COM . MERGER WITH GLOBAL NET LEASE, INC.

 

 

3 A MERICAN R EALTY C APITAL G LOBAL T RUST II, I NC . GLOBAL II SHARES WILL BE CONVERTED TO GNL SHARES Global II Stockholders will receive 2.27 GNL shares that will be tradeable on the New York Stock Exchange for each share of Global II owned. As GNL does not issue fractional shares Global II stockholders will receive cash for any fractional share resulting from the exc han ge calculation. HOLDING AND MOVING GNL SHARES TO A BROKERAGE ACCOUNT Immediately following the completion of the merger, each Global II share will convert into 2 . 27 GNL shares and those shares will move from being recorded at DST Systems, Inc . (“DST”), Global II’s current transfer agent, to being recorded at American Stock Transfer (“AST”), GNL’s transfer agent . • Most IRA and other custodial accounts : If you hold shares in an IRA or custodial account, it is likely that we will reconcile share balances in advance of the merger . The reconciliation will result in shares being moved in bulk automatically to the respective custodian . • All other accounts : Shares may be moved from AST to a brokerage account via a DRS (Direct Registration System) movement . This is used for individual accounts that are being transferred to existing brokerage accounts . An investor instructs his or her broker to initiate a DRS share movement . The broker submits the required information to his or her back office or directly through the DTCC, which will handle the actual movement of shares . The process to deposit shares into the stockholder’s brokerage account generally takes three business days from the initiation of the request . A stockholder who does not maintain a brokerage account must establish one before shares can be moved from AST . Please see the FAQ section for more information regarding statements and online access to stockholder accounts to help expedite this process . UPON CLOSING OF THE MERGER

 

 

4 A MERICAN R EALTY C APITAL G LOBAL T RUST II, I NC . IMPORTANT INFORMATION You will need to have the following information on hand when initiating a DRS request: 1 . GNL COMMON SHARES • FUND CUSIP : 379378102 • DTC NUMBER : 7805 • TICKER SYMBOL : GNL • YOUR GNL ACCOUNT NUMBER : ________________________________________ • YOUR BROKERAGE ACCOUNT NUMBER : ________________________________ American Stock Transfer Website: www.amstock.com Telephone: 866 - 822 - 1236 Address: 6201 15th Avenue, Brooklyn, NY 11219 FRACTIONAL SHARES Global II stockholders will be paid in cash for any fractional GNL shares that result from the 1 to 2.27 share conversion rat io. Only full GNL shares will remain after the merger closes. You can expect to receive payment for your fractional shares shortly after the merger closes. You will rec eiv e an amount equal to the product of any fraction of a share of GNL common stock remaining after the conversion from Global II stock, multiplied by the per share clos ing price of GNL common stock on the NYSE on the date of the closing of the merger. ACCOUNT RECONCILIATION DEADLINE WAS DECEMBER 16 , 2016 No changes to Global II account registration information (such as names and addresses) will be processed after December 16, 2 016 . This deadline for any such changes allows for account records to be reconciled and will help facilitate a smooth and orderly share transfer process. For any other questions regarding this merger, contact: Global Net Lease 405 Park Avenue New York, NY 10022 Phone: (866) 902 - 0063 TRANSFER AGENT The Transfer Agent for GNL is American Stock Transfer. Once Global II shares are converted into GNL shares, new account numbe rs will be established at AST. AST will mail each stockholder a new GNL account number. Stockholders will have online access to account information via AST’ s w ebsite. Once an account is established at AST, the stockholder must contact AST to update account information, change distribution options and even sel l s hares.

 

 

5 A MERICAN R EALTY C APITAL G LOBAL T RUST II, I NC . FREQUENTLY ASKED QUESTIONS HOW DO I SELL MY SHARES? Once your GNL shares are moved to a brokerage account, you should follow your brokerage platform’s procedures to sell shares . American Stock Transfer, GNL’s transfer agent, will process market orders for a fee . WHAT HAPPENS IF I DO NOT TRANSFER MY SHARES TO A BROKERAGE ACCOUNT? If you do not move your GNL shares to a brokerage account they will be held directly by American Stock Transfer, GNL’s transfer agent . You will continue to receive monthly distributions in connection with your GNL investment and may contact American Stock Transfer for account - related questions . AST may be reached at www . amstock . com or 866 - 822 - 1236 . WHAT SORT OF COMMUNICATION WILL I RECEIVE FROM GNL? You will receive several communications from GNL after the merger is complete . Communications will be in the form of hard copy and e - mail correspondence and through public filings available at www . globalnetlease . com and www . sec . gov . WHAT DISTRIBUTIONS SHOULD I EXPECT TO RECEIVE? In accordance with the merger agreement, you will receive a final distribution from Global II immediately following the completion of the merger prorated for the December 1 , 2016 through December 8 , 2016 period (December 8 , 2016 was the record date for GNL’s distribution) . This distribution will be calculated at the same rate Global II has historically paid ( $ 1 . 775 /share/year) . GNL shareholders of record as of January 6 , 2017 will receive a full distribution from GNL for the December 8 , 2016 through January 6 , 2017 period, payable on January 15 , 2017 .

 

 

6 A MERICAN R EALTY C APITAL G LOBAL T RUST II, I NC . FREQUENTLY ASKED QUESTIONS WHAT HAPPENED TO THE GLOBAL II DRIP PLAN? The Global II Dividend Reinvestment Plan (DRIP) was suspended after the announcement of the merger with GNL, and will be terminated at the completion of the merger . All distributions have been paid in cash starting with the distribution payable on August 1 , 2016 . GNL does not currently have a DRIP . CAN GNL OR GLOBAL II REQUEST A SHARE MOVEMENT FOR ME? No, share movements must be initiated by the shareholder (i . e . this is a “pull” and cannot be a “push”) . WILL MY COST BASIS BE RECORDED? Yes . Cost basis information will be passed from DST to American Stock Transfer . If your shares are held in a custodial account, your custodian will have recorded this information . WHAT ARE THE TAX CONSEQUENCES OF THIS MERGER? Assuming the merger qualifies as a reorganization, U . S . stockholders of Global II common stock generally will not recognize gain or loss for U . S . federal income tax purposes upon the receipt of GNL common stock in exchange for Global II common stock in connection with the merger, except with respect to cash received in lieu of fractional shares of GNL common stock . All holders of Global II common stock should read the discussion under the heading “Material U . S . Federal Income Tax Consequences” beginning on page 117 within the joint proxy statement/prospectus and consult their tax advisors as to the U . S . federal income tax consequences of the merger, as well as the effects of any other federal, state, local and non - U . S . tax laws .

 

 

7 A MERICAN R EALTY C APITAL G LOBAL T RUST II, I NC . ARCGlobalTrust2.com ▪ For account information, including balances and the status of submitted paperwork, please call us at (866) 902 - 0063 ▪ Financial Advisors may view client accounts, statements and tax forms at www.dstvision.com ▪ Shareholders may access their accounts at www.ar - global.com 7