Amended Current Report Filing (8-k/a)
24 Juin 2022 - 10:34PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 25, 2022
The Necessity Retail REIT, Inc.
(Exact Name of Registrant as Specified in
Charter)
Maryland |
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001-38597 |
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90-0929989 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
650 Fifth Avenue, 30th Floor
New York, New York 10019 |
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
Title of each class |
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Trading
Symbol |
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Name of each exchange on which registered |
Class
A Common Stock, $0.01 par value per share |
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RTL |
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The Nasdaq Global Select Market |
7.50% Series A Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value per share |
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RTLPP |
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The Nasdaq Global Select Market |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
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RTLPO |
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The Nasdaq Global Select Market |
Preferred Stock Purchase Rights |
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The Nasdaq Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
In Current Reports on
Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022, February 28,
2022, March 21, 2022, April 25, 2022, May 2, 2022 and May 27, 2022 (each an “Acquisition 8-K” and collectively, the
“Acquisition 8-Ks”), The Necessity Retail REIT, Inc., a Maryland corporation (the “Company”), reported,
among other things, the acquisition through multiple closings, of 80 properties from certain subsidiaries of CIM Real Estate Finance
Trust, Inc. (the “Sellers”) pursuant to a contract described below. A total of 56 properties were acquired through
March 31, 2022 and 25 properties remained probable as of that date. On April 8, 2022, in a Current Report on Form 8-K/A (the
“Initial Form 8-K/A”), the Company amended and supplemented the Acquisition 8-Ks that were filed on February 14, 2022,
February 28, 2022 and March 21, 2022 to provide, among other things, the historical financial statements and unaudited pro
forma information required by Item 9.01(a) and (b) of Form 8-K with respect to the 56 acquired properties reported on
those Acquisition 8-Ks. As disclosed in the Acquisition 8-Ks filed on April 25, 2022, May 2, 2022 and May 27, 2022, the
Company completed the acquisition of 24 additional properties from the Sellers. One additional property remains
“probable” as of the filing of this Current Report on Form 8-K/A (the "Probable Acquisition"). This Current Report on Form 8-K/A amends
these last three Acquisition 8-Ks to provide historical financial statements and unaudited pro forma information required by
Item 9.01(a) and (b) of Form 8-K for the Acquired CIM Properties (defined below) and reported on those Acquisition 8-Ks
and should be read in conjunction with all of the Acquisition 8-Ks and the Initial Form 8-K/A.
Item 8.01 Other Events
As
previously disclosed, on December 17, 2021, the Company and its subsidiary, The Necessity Retail REIT Operating Partnership, a Delaware
limited partnership (the “Operating Partnership”), entered into a definitive purchase and sale agreement (the “PSA”)
to acquire, in the aggregate, 81 properties (together, the “CIM Portfolio”), from the Sellers for approximately $1.3 billion.
The CIM Portfolio consists of 79 power centers and grocery-anchored multi-tenant retail centers, two single-tenant retail properties and
a detention pond parcel, located across 27 states and aggregating approximately 9.5 million square feet. As of the filing of this Current
Report on Form 8-K/A, the Company has acquired 80 power centers and grocery-anchored multi-tenant retail centers and a detention pond
parcel at an aggregate purchase price of $1.2 billion including debt assumption of $313.7 million but excluding closing costs (the “Acquired
CIM Properties”). The Company expects to complete the acquisition of the remaining one property in the CIM Portfolio in the third
quarter of 2022 for $71.1 million including $42.8 million of assumed indebtedness but excluding closing costs.
The
Company is filing this Current Report on Form 8-K/A to provide the following financial information with respect to the Acquired CIM
Properties: (1) the Combined Statements of Revenues and Certain Expenses of the CIM Portfolio including separate columns reporting
the applicable information for the Acquired CIM Properties and the Probable Acquistion for the three months ended March 31, 2022 and
for the year ended December 31, 2021 (including the notes thereto) attached hereto as Exhibit 99.1, and (2) the Company’s
Unaudited Pro Forma Consolidated Financial Statements, which include the Company’s Unaudited Pro Forma Consolidated Balance
Sheet as of March 31, 2022 (including the notes thereto) and the Company’s Unaudited Pro Forma Consolidated Statements of
Operations for the three months ended March 31, 2022 and for the year ended December 31, 2021 (including the notes thereto), giving
effect to the Acquired CIM Properties as well as the Probable Acqusition attached hereto as Exhibit 99.2.
The
Company’s Unaudited Pro Forma Consolidated Financial Statements (including the notes thereto) are qualified in their entirety and
should be read in conjunction with the combined financial statements of the CIM Portfolio for the fiscal year ended December
31, 2021.
The
Company’s Unaudited Pro Forma Consolidated Financial Statements have been prepared on the basis of certain assumptions and
estimates described in the notes thereto and are subject to other uncertainties and do not purport to reflect what the actual
results of operations or financial condition of the Company would have been had each of the Acquired CIM Properties and the Probable
Acquisition been acquired on the dates assumed for purposes of such pro forma financial statements or to be indicative of the
financial condition or results of operations of the Company as of or for any future date or period. Additionally, the acquisition
accounting used in preparing the pro forma adjustments included in the Unaudited Pro Forma Consolidated Financial Statements are
preliminary, and accordingly, the pro forma adjustments may be revised as additional information becomes available and as additional
analyses are performed. Differences between these preliminary analyses and the final acquisition accounting will likely occur, and
these differences could have a material impact on the Unaudited Pro Forma Consolidated Financial Statements and the Company's future
results of operations and financial position giving effect to the acquisition of the Acquired CIM Properties and the Probable Acquistion. For further
information, see Exhibit 99.2.
The
statements contained in this Current Report on Form 8-K/A 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,”
“expects,” “estimates,” “projects,” “plans,” “intends,”
“should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and
other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from
the results contemplated by the forward-looking statements. These risks and uncertainties include (a) the potential adverse effects
of (i) the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, and (ii) the geopolitical
instability due to the ongoing military conflict between Russia and Ukraine, including related sanctions and other penalties imposed
by the U.S. and European Union, and other countries, as well as other public and private actors and the related impact on companies
including the Company and its tenants as well as the global economy and financial markets, and (b) that any potential future
acquisition including the Probable Acquisition is subject to market conditions and capital availability and may not be identified or
completed on favorable terms, or at all, as well as those risks and uncertainties set forth in the Risk Factors section of the
Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 24, 2022, and all
other filings with the SEC after that date, as such risks, uncertainties and other important factors may be updated from time to
time in the Company’s subsequent reports. In particular, the closing of the Probable Acquisition is subject to
closing conditions, including conditions that are outside of the Company’s control, and the closing may not be completed
on the contemplated terms, or at all, or may be delayed. The Company may not be able to obtain financing on favorable terms, or at
all. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update
or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future
operating results over time, unless required by law.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Acquired CIM Properties and the
Probable Acquisition.
The following financial statements and
related notes for the Acquired CIM Properties and the Probable Acquisition are attached hereto as Exhibit 99.1 and incorporated by
reference herein:
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Combined
Statements of Revenues and Certain Expenses of the Acquired CIM Properties and the Probable Acquisition for the three months ended
March 31, 2022 and for the year ended December 31, 2021 |
(b) Pro Forma Financial Information.
The following pro forma financial information
for the Company is attached as Exhibit 99.2 and is incorporated herein by reference:
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Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2022 |
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Notes to the Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2022 |
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Unaudited Pro Forma Consolidated Statement of Operations for the Three Months Ended March 31, 2022 |
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Notes to the Unaudited Pro Forma Consolidated Statement of Operations for the Three Months Ended March 31, 2022 |
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Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2021 |
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Notes to the Unaudited Pro Forma Consolidated Statement
of Operations for the Year Ended December 31, 2021 |
(d) Exhibits.
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.
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THE NECESSITY RETAIL REIT, INC. |
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Date: June 24, 2022 |
By: |
/s/ Edward M. Weil, Jr. |
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Name: Edward M. Weil, Jr. |
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Title: Chief Executive Officer and President |
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