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American Finance Trust, Inc – ‘8-K’ for 3/19/20

On:  Thursday, 3/19/20, at 6:03am ET   ·   For:  3/19/20   ·   Accession #:  1104659-20-35555   ·   File #:  1-38597

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/19/20  American Finance Trust, Inc       8-K:8       3/19/20   11:236K                                   Toppan Merrill/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
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‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:   C:   C:   C:   C:   C:   C:   C:   C: 
 i 0001568162  i false 0001568162 2020-03-18 2020-03-19 0001568162 us-gaap:CommonStockMember 2020-03-18 2020-03-19 0001568162 us-gaap:SeriesAPreferredStockMember 2020-03-18 2020-03-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 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):  i March 19, 2020

 

 i American Finance Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 i Maryland    i 001-38597    i 90-0929989

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

 i 650 Fifth Avenue,  i 30th Floor
 i New York,  i New York  i 10019

(Address, including zip code, of Principal Executive Offices)

 

Registrant’s telephone number, including area code: ( i 212)  i 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:

 

 i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 i ¨ 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:   Trading Symbol(s)   Name of each exchange on which registered:
 i Class A Common Stock, $0.01 par value    i AFIN    i The Nasdaq Global Select Market
 i 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value    i AFINP    i 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  i ¨

 

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. ¨

 

 

 C: 

 

 

 

Item 8.01. Other Information.

 

Term Sheet for New Securitized Mortgage Loan

 

On March 19, 2020, American Finance Trust, Inc. (the “Company”) announced that it is in negotiations to refinance its existing $497.1 million securitized mortgage loan maturing in September 2020, and had entered into a non-binding term sheet with certain potential lenders contemplating a potential new $700 million securitized loan with a term of ten years that would be secured by 373 of the Company’s single-tenant net leased properties. As previously disclosed, the Company’s existing securitized mortgage loan bears interest at an effective interest rate equal to 4.36% per annum and is secured by 244 of the Company’s single-tenant net leased properties as of December 31, 2019. The Company expects to use the proceeds from the potential new loan to refinance the existing mortgage loan and to repay amounts outstanding under its existing revolving credit facility, which would create additional availability for future borrowing thereunder that could be used to fund acquisitions in the future. The Company expects the potential new loan to bear interest at an effective interest rate less than the rate on the existing mortgage loan being refinanced. As of December 31, 2019, the weighted average interest rate of borrowings under the Company’s revolving credit facility was 3.8%.

 

The completion of the potential new loan is subject to, among other things, the negotiation and execution of definitive documentation, and there can be no assurance the potential new loan will be completed on the terms contemplated by the term sheet, or at all.

 

Forward-Looking Statements

 

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. Forward-looking statements may include, but are not limited to, statements regarding stockholder liquidity and investment value and returns. The words “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “may,” “will,” “would” 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 risks, uncertainties and other factors, many of which are outside of 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 the potential adverse effects of the ongoing global coronavirus pandemic, including actions taken to contain or treat the coronavirus, on the Company, the Company’s tenants and the global economy and financial markets, as well as those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 27, 2020 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. 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, unless required to do so by law.

 

 C: 

 

 

 

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.

 

  AMERICAN FINANCE TRUST, INC.
     
  By: /s/ Edward M. Weil, Jr.
    Edward M. Weil, Jr.
   

Chief Executive Officer and President

(Principal Executive Officer)

 

Dated: March 19, 2020

 C: 

 

 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:3/19/208-K
2/27/2010-K,  8-K,  DEF 14A,  DEFA14A
12/31/1910-K
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/13/21  Necessity Retail REIT, Inc.       424B5                  1:949K                                   Toppan Merrill/FA
12/15/20  Necessity Retail REIT, Inc.       424B5                  1:1M                                     Toppan Merrill/FA
12/14/20  Necessity Retail REIT, Inc.       424B5                  1:1M                                     Toppan Merrill/FA
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