Form 8-A12B/A - Registration of securities [Section 12(b)]: [Amend]
12 Settembre 2023 - 10:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE NECESSITY RETAIL REIT, INC.
(Exact name of registrant as specified in its charter)
Maryland |
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90-0929989 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
650 Fifth Avenue, 30th Floor,
New York, New York |
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10019 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
Preferred Stock Purchase Rights |
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The NASDAQ Stock Market LLC |
If this form
relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. x
If this form
relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) or (e), check the following box. ¨
If this form
relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement
file number to which this form relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act: None
Explanatory Note
This Amendment No. 2 amends the Registration Statement
on Form 8-A originally filed by American Finance Trust, Inc. (now known as “The Necessity Retail REIT, Inc.”) (the “Company”)
with the Securities and Exchange Commission on April 13, 2020, as amended by Amendment No. 1 filed on February 25, 2021 (the “Registration
Statement”). This Amendment No. 2 is being filed to reflect the expiration of preferred stock purchase rights (the “Rights”)
of the Company.
Item 1. Description of Registrant’s Securities to be Registered.
The
Company previously filed the Registration Statement related to that certain Rights Agreement, dated as of April 9, 2020, as amended
by the Amendment to Rights Agreement dated as of February 26, 2021, by and between the Company and Computershare Trust Company, N.A.,
as rights agent (the “Rights Agreement”). In accordance with the terms of the Rights Agreement, the Rights expired on September
12, 2023 upon the closing of the previously announced merger between the Company and Global Net Lease, Inc. (the “Closing”).
This Amendment No. 2 to Form 8-A amends and supplements the information set forth in the Registration Statement and is being filed by
the Company to deregister the Rights. Upon the Closing, all of the Rights, which were distributed pursuant to the Rights Agreement to
holders of the Company’s Class A common stock, par value $0.01 per share, expired and the Rights Agreement terminated.
Item 2. Exhibits
Exhibit No. |
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Description |
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3.1 |
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Articles of Restatement (incorporated
by reference to an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the
Securities and Exchange Commission on February 23, 2023). |
4.1 |
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Rights Agreement, dated April
13, 2020, between American Finance Trust, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference
to an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities
and Exchange Commission on February 23, 2023). |
4.2 |
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Amendment to Rights Agreement,
dated February 25, 2021, between American Finance Trust, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated
by reference to an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the
Securities and Exchange Commission on February 23, 2023). |
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized, on this 12th day of September, 2023.
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OSMOSIS SUB I, LLC
(formerly The Necessity Retail REIT, Inc.) |
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By: Global Net Lease, Inc., its sole member |
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By: |
/s/ Edward M. Weil, Jr. |
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Name: |
Edward M. Weil, Jr. |
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Title: |
Co-Chief Executive Officer |
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