Current Report Filing (8-k)
November 02 2022 - 4:19PM
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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): November 2, 2022
The Necessity Retail REIT, Inc.
(Exact Name of Registrant as Specified in
its Charter)
Maryland |
|
001-38597 |
|
90-0929989 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
650 Fifth Avenue, 30th Floor
New York, New York |
10019 |
(Address of Principal Executive Offices) |
(zip code) |
Registrant’s telephone
number, including area code: (212) 415-6500
Former name or former address, if changed since
last report: Not Applicable
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) |
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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(s) |
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Name of each exchange on which
registered |
Class
A Common Stock, $0.01 par value per share |
|
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. ¨
Item 7.01. Regulation FD Disclosure.
Investor Presentation
On November 2, 2022, The Necessity Retail REIT, Inc.
(the “Company”) prepared an investor presentation that officers and other representatives of the Company intend to present
at conferences and meetings. A copy of the investor presentation is furnished as Exhibit 99.1 of this Current Report on Form 8-K. The
information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished”
and shall not be deemed to be “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. The information set forth in Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange
Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
The statements in this Current Report on Form 8-K
that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause actual results or events to be materially different. The words “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 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 the related impact on the Company, the Company’s tenants and the global economy and financial markets,
and (b) that any potential future acquisition is subject to market conditions and capital availability and may not be 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 Annual
Report on Form 10-K for the year ended December 31, 2021 filed on February 24, 2022 and all other filings with the Securities
and Exchange Commission after that date, as such risks, uncertainties and other important factors may be updated from time to time in
the Company's subsequent reports. 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 to do so by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Investor Presentation |
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104 |
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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THE NECESSITY RETAIL REIT, INC. |
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By: |
/s/ Edward M. Weil, Jr. |
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Edward M. Weil, Jr. |
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Chief Executive Officer and President
(Principal Executive Officer) |
Dated: November 2, 2022
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