SEC Company Response from Global Net Lease, Inc. (GNL, GNL-PA, GNL-PB, GNL-PD, GNL-PE) (CIK 0001526113) (GNL) — Nov 8, 2016
Global Net Lease, Inc. (GNL, GNL-PA, GNL-PB, GNL-PD, GNL-PE) (CIK 0001526113)
Date: Nov. 8, 2016 · CIK: 0001526113 · Accession: 0001144204-16-132351
AI Filing Summary & Sentiment
File numbers found in text: 333-213691
Letter
Via EDGAR Office of Real Estate & Commodities Registration Statement on Form S-4 Filed September 19, 2016 File No. 333-213691
Re: Global Net Lease, Inc.
Dear Mr. Garrison:
We are transmitting for filing the Company’s response to the verbal comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as we discussed on November 3, 2016 (the “November 3rd Conversation”) regarding the joint proxy statement/registration statement on Form S-4 (the “Form S-4”) filed by Global Net Lease, Inc. (“GNL”) and American Realty Capital Global Trust II, Inc. (“Global II,” and together with GNL, the “Companies”). References to page numbers are to pages of the Form S-4.
Proposed change to “Potential Conflicts”
We advise the Staff that the disclosure on pages 17 and 110 has been revised as follows:
In connection with the merger agreement, 90 Global II OP Units and 8,888 shares of Global II common stock held by the Global II Advisor and its affiliates will be exchanged for an aggregate of 204 20,380 shares of GNL common stock and 125,020 Class B Units held by the Global II Advisor and its other service providers will vest and will be exchanged for 283,795 shares of GNL common stock. In addition, 6,932 unvested restricted shares of common stock held by independent directors of Global II will vest and will be exchanged for 15,735 shares of GNL common stock.
Response to reorganization opinion comment
In response to the Staff’s verbal comment, the issuer confirms that the conditions of Staff Legal Bulletin 19 for not filing the opinion of counsel regarding the treatment of the merger as a tax-free reorganization prior to effectiveness are met and that the final opinion of counsel regarding the treatment of the merger as a tax-free reorganization will be filed in a post-effective amendment by the closing date of the merger.
Coy Garrison
Office of Real Estate & Commodities
U.S. Securities and Exchange Commission
November 4, 2016
Page 2
We appreciate your review and assistance. Please feel free to contact me at (917) 475-2216 should you require additional information or have any questions.
Sincerely,
/s/ Scott J. Bowman
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CORRESP
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filename1.htm
November 4, 2016
Via EDGAR
Mr. Coy Garrison
Special Counsel
Office of Real Estate & Commodities
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Re: Global Net Lease, Inc.
Registration Statement on Form
S-4
Filed September 19, 2016
File No. 333-213691
Dear Mr. Garrison:
We are transmitting for filing the Company’s response
to the verbal comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
as we discussed on November 3, 2016 (the “November 3rd Conversation”) regarding the joint proxy statement/registration
statement on Form S-4 (the “Form S-4”) filed by Global Net Lease, Inc. (“GNL”) and American Realty Capital
Global Trust II, Inc. (“Global II,” and together with GNL, the “Companies”). References to page numbers
are to pages of the Form S-4.
Proposed change to “Potential Conflicts”
We advise the Staff that the disclosure on pages 17 and 110
has been revised as follows:
In connection with the merger agreement, 90 Global II OP
Units and 8,888 shares of Global II common stock held by the Global II Advisor and its affiliates will
be exchanged for an aggregate of 204 20,380 shares
of GNL common stock and 125,020 Class B Units held by the Global II Advisor and its other service providers will vest and will
be exchanged for 283,795 shares of GNL common stock. In addition, 6,932 unvested restricted shares of common stock held by independent
directors of Global II will vest and will be exchanged for 15,735 shares of GNL common stock.
Response to reorganization opinion comment
In response to the Staff’s verbal comment, the issuer
confirms that the conditions of Staff Legal Bulletin 19 for not filing the opinion of counsel regarding the treatment of the merger
as a tax-free reorganization prior to effectiveness are met and that the final opinion of counsel regarding the treatment of the
merger as a tax-free reorganization will be filed in a post-effective amendment by the closing date of the merger.
Coy Garrison
Office of Real Estate & Commodities
U.S. Securities and Exchange Commission
November 4, 2016
Page 2
We appreciate your review and assistance. Please feel free to
contact me at (917) 475-2216 should you require additional information or have any questions.
Sincerely,
/s/ Scott J. Bowman
Scott J. Bowman
Chief Executive Officer
cc: Michael J. Choate, Esq. Proskauer Rose LLP