Correspondence 0001213900-22-082334 from Blackwells Capital LLC (CIK 0001720183)
Blackwells Capital LLC (CIK 0001720183)
Date: Dec. 23, 2022 · CIK: 0001720183 · Accession: 0001213900-22-082334
AI Filing Summary & Sentiment
File numbers found in text: 001-37390
Letter
Office of Mergers and Acquisitions Division of Corporation Finance United States Securities and Exchange Commission Re: Global Net Lease, Inc. PREC14A filed by Blackwells Onshore I LLC, et al. Filed December 1, 2022 File No. 001-37390
Dear Mr. Plattner:
Set forth below are the responses on behalf of Blackwells Onshore I LLC, Blackwells Capital LLC, Jason Aintabi, Related Fund Management, LLC, Jim Lozier and Richard O’Toole (collectively, the “Blackwells Filers”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated December 12, 2022, with respect to the Blackwells Filers’ preliminary proxy statement, File No. 001-37390, filed with the Commission on December 1, 2022 (the “Proxy Statement”) in relation to Global Net Lease, Inc. (the “Company”). Concurrently with the submission of this letter, the Blackwells Filers are filing an Amendment No. 1 to the Proxy Statement (the “Amended Proxy Statement”). Enclosed with the email version of this letter is a copy of the Amended Proxy Statement marked to show changes from the Proxy Statement as originally filed.
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified, all references to page numbers and captions correspond to the Proxy Statement, and all capitalized terms used but not defined herein have the same meaning as in the Proxy Statement.
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Houston London Los Angeles New York
Richmond Riyadh San Francisco Tokyo Washington
The Grace Building, 1114 Avenue of the Americas, 32nd Floor
New York, NY 10036-7708
Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com
Securities and Exchange Commission December 23, 2022 Page 2
Reasons for the Solicitation, page 5
1. Footnote 16 on page 7 appears to provide an incorrect citation. Please revise or advise.
RESPONSE: In response to the Staff’s comment, we have revised Footnote 16 on page 8 of the Amended Proxy Statement to state: “See Current Report on Form 8-K filed by the Company with the SEC on April 20, 2022.”
Proposal 1: Election of Nominees, page 8
2. The meaning of the final sentence of the third paragraph on page 8, which begins “Neither of Mr. Lozier nor Mr. O’Toole…,” is unclear. Please revise or advise.
RESPONSE: We respectfully acknowledge the Staff’s comment and have revised the final sentence of the third paragraph on page 8. Please see page 9 of the Amended Proxy Statement for this revised disclosure.
Proposal 2: Bylaw Repeal Proposal, page 11
3. Please disclose the text of Amendment No. 2 to the Bylaws and/or a reference to where shareholders can find such text.
RESPONSE: In response to the Staff’s comment, we have revised the Proxy Statement to reference where such text may be found. Such reference on page 12 of the Amended Proxy Statement states: “See Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 19, 2022 for the text of Amendment No. 2 to the Bylaws.”
Proposal 5: Director Resignation Policy Proposal, page 14
4. We note that the resolution seeks a voting standard tied to “the affirmative vote of the holders of a majority of the voting power of the Company’s outstanding capital stock entitled to vote thereon.” Such standard appears to call for a majority of shares outstanding, rather than a majority of votes cast. Related disclosure indicates that such a standard would be “in line with best corporate governance practices.” Please confirm that the standard sought is in fact tied to a majority of shares outstanding, and if so, please disclose, if true, that such a standard exceeds the majority-of-votes-cast standard more typical of U.S. public companies.
RESPONSE: We respectfully acknowledge the Staff’s comment that the resolution seeks a voting standard in uncontested elections tied to the “affirmative vote of the holders of a majority of the voting power of the Company’s outstanding capital stock entitled to vote thereon.” Such standard calls for a majority of shares outstanding and entitled to vote on the subject matter. We have revised page 15 of the Amended Proxy Statement to remove the reference to “best corporate governance practices.”
Securities and Exchange Commission December 23, 2022 Page 3
Schedule I, page I-1
5. On page I-2, we note the reference to “Related Real Estate Fund III, L.P.” Please disclose who this entity is and its relationship to Related Fund Management, LLC. The phrase “[a]s of the date of this Notice” is also unclear. Please revise to clarify.
RESPONSE: We acknowledge the Staff’s comment and have revised the Proxy Statement to specify the relationship between Related Real Estate Fund III, L.P. and Related Fund Management, LLC. We have also clarified the phrase “as of the date of this Notice.” We respectfully refer the Staff to page I-10 of the Amended Proxy Statement for this revised disclosure.
* * * * *
Securities and Exchange Commission December 23, 2022 Page 4
Please contact me directly at (212) 237-0084 with any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff.
Very truly yours,
/s/ Lawrence S. Elbaum
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CORRESP
1
filename1.htm
Lawrence S. Elbaum lelbaum@velaw.com
Tel +1.212.237.0084
December 23, 2022
VIA ELECTRONIC MAIL AND EDGAR
David Plattner
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Global Net Lease, Inc.
PREC14A filed by Blackwells Onshore
I LLC, et al.
Filed December 1, 2022
File No. 001-37390
Dear Mr. Plattner:
Set forth below are the responses
on behalf of Blackwells Onshore I LLC, Blackwells Capital LLC, Jason Aintabi, Related Fund Management, LLC, Jim Lozier and Richard O’Toole
(collectively, the “Blackwells Filers”) to comments received from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter,
dated December 12, 2022, with respect to the Blackwells Filers’ preliminary proxy statement, File No. 001-37390, filed with the
Commission on December 1, 2022 (the “Proxy Statement”) in relation to Global Net Lease, Inc. (the “Company”).
Concurrently with the submission of this letter, the Blackwells Filers are filing an Amendment No. 1 to the Proxy Statement (the “Amended
Proxy Statement”). Enclosed with the email version of this letter is a copy of the Amended Proxy Statement marked to show
changes from the Proxy Statement as originally filed.
For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise
specified, all references to page numbers and captions correspond to the Proxy Statement, and all capitalized terms used but not defined
herein have the same meaning as in the Proxy Statement.
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Houston London Los Angeles
New York
Richmond Riyadh San Francisco Tokyo Washington
The Grace Building, 1114 Avenue of the Americas, 32nd Floor
New York, NY 10036-7708
Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com
Securities and Exchange Commission December 23, 2022 Page 2
Reasons for the Solicitation,
page 5
1. Footnote 16 on page 7 appears to provide an incorrect
citation. Please revise or advise.
RESPONSE: In response
to the Staff’s comment, we have revised Footnote 16 on page 8 of the Amended Proxy Statement to state: “See Current
Report on Form 8-K filed by the Company with the SEC on April 20, 2022.”
Proposal 1: Election of
Nominees, page 8
2. The meaning of the final sentence of the third paragraph on page 8, which
begins “Neither of Mr. Lozier nor Mr. O’Toole…,” is unclear. Please revise or advise.
RESPONSE: We respectfully
acknowledge the Staff’s comment and have revised the final sentence of the third paragraph on page 8. Please see page 9 of the Amended
Proxy Statement for this revised disclosure.
Proposal 2: Bylaw Repeal
Proposal, page 11
3. Please disclose the text of Amendment No. 2 to the
Bylaws and/or a reference to where shareholders can find such text.
RESPONSE: In response
to the Staff’s comment, we have revised the Proxy Statement to reference where such text may be found. Such reference on page 12
of the Amended Proxy Statement states: “See Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the SEC
on July 19, 2022 for the text of Amendment No. 2 to the Bylaws.”
Proposal 5: Director Resignation
Policy Proposal, page 14
4. We note that the resolution seeks a voting standard tied to “the affirmative
vote of the holders of a majority of the voting power of the Company’s outstanding capital stock entitled to vote thereon.”
Such standard appears to call for a majority of shares outstanding, rather than a majority of votes cast. Related disclosure indicates
that such a standard would be “in line with best corporate governance practices.” Please confirm that the standard sought
is in fact tied to a majority of shares outstanding, and if so, please disclose, if true, that such a standard exceeds the majority-of-votes-cast
standard more typical of U.S. public companies.
RESPONSE: We respectfully
acknowledge the Staff’s comment that the resolution seeks a voting standard in uncontested elections tied to the “affirmative
vote of the holders of a majority of the voting power of the Company’s outstanding capital stock entitled to vote thereon.”
Such standard calls for a majority of shares outstanding and entitled to vote on the subject matter. We have revised page 15 of the Amended
Proxy Statement to remove the reference to “best corporate governance practices.”
Securities and Exchange Commission December 23, 2022 Page 3
Schedule I, page I-1
5. On page I-2, we note the reference to “Related Real Estate Fund III,
L.P.” Please disclose who this entity is and its relationship to Related Fund Management, LLC. The phrase “[a]s of the date
of this Notice” is also unclear. Please revise to clarify.
RESPONSE: We acknowledge
the Staff’s comment and have revised the Proxy Statement to specify the relationship between Related Real Estate Fund III, L.P.
and Related Fund Management, LLC. We have also clarified the phrase “as of the date of this Notice.” We respectfully refer
the Staff to page I-10 of the Amended Proxy Statement for this revised disclosure.
* * * * *
Securities and Exchange Commission December 23,
2022 Page 4
Please contact me directly at
(212) 237-0084 with any questions that you have with respect to the foregoing or if any additional supplemental information is required
by the Staff.
Very truly yours,
/s/ Lawrence S. Elbaum
Lawrence S. Elbaum
cc: Jason Aintabi, Blackwells Capital Onshore I LLC
C. Patrick Gadson, Vinson & Elkins LLP