SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
|(Commission File Number)||
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number,
including area code: (
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)|
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|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:|
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 1.01. Entry into a Material Definitive Agreement.
Amendment to Advisory Agreement
On January 13, 2021, American Finance Trust, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its advisory agreement (the “Advisory Agreement”) with American Finance Advisors, LLC (the “Advisor”). In light of the continued economic impact of the COVID-19 pandemic, the Company and the Advisor have agreed to amend the Advisory Agreement solely to extend the expiration of the previously disclosed modified quarterly thresholds of Core Earnings Per Adjusted Share (as defined in the Advisory Agreement) the Company must reach on a quarterly basis for the Advisor to receive the Variable Management Fee (as defined in the Advisory Agreement) from the end of the fiscal quarter ended December 31, 2020 to the end of the fiscal quarter ending December 31, 2021.
The foregoing summary of the material terms of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 “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 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 the potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, on the Company, the Company’s tenants and the global economy and financial markets, 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, 2019 filed on February 27, 2020, the Company’s most recent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020, filed on May 7, 2020, August 6, 2020, and November 5, 2020, respectively, and all other filings filed with the Securities and Exchange Commission after that date. 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.
Item 9.01. Financial Statements and Exhibits.
|10.1||Fourth Amendment, dated as of January 13, 2021, to the Third Amended and Restated Advisory Agreement, by and among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American Finance Advisors, LLC|
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.|
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: January 13, 2021
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED ADVISORY AGREEMENT
This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED ADVISORY AGREEMENT is entered into as of January 13, 2021, by and among American Finance Trust, Inc. (the “Company”), American Finance Operating Partnership, L.P. (the “Operating Partnership”) and American Finance Advisors, LLC (the “Advisor”).
WHEREAS, the Company, the Operating Partnership and the Advisor entered into that certain Third Amended and Restated Advisory Agreement, dated as of September 6, 2016, as amended on July 19, 2018, March 18, 2019 and March 30, 2020 (as so amended, the “Advisory Agreement”); and
WHEREAS, in light of the continued economic impact of the COVID-19 pandemic, the Company, the Operating Partnership and the Advisor desire to amend certain provisions of the Advisory Agreement.
NOW, THEREFORE, in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
|1.||Amendment to Section 1 of the Advisory Agreement. Section 1 of the Advisory Agreement is hereby amended as follows:|
|a.||The definition of “Variable Management Fee Lower Threshold” is hereby replaced in its entirety with the following:|
“Variable Management Fee Lower Threshold” means (i) for the fiscal quarters ending June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021, $0.23, and (ii) for any other fiscal quarter, $0.275.
|b.||The definition of “Variable Management Fee Upper Threshold” is hereby replaced in its entirety with the following:|
“Variable Management Fee Upper Threshold” means (i) for the fiscal quarters ending June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021, $0.27, and (ii) for any other fiscal quarter, $0.3125.”
|2.||Miscellaneous. Except as expressly modified by this amendment, the remaining terms, covenants and conditions of the Advisory Agreement shall remain in full force and effect. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to such terms in the Advisory Agreement.|
Signatures on this amendment which are transmitted electronically shall be valid for all purposes.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this amendment as of the date first set forth above.
|AMERICAN FINANCE TRUST, INC.|
Name: Edward M. Weil, Jr.
Title: Chief Executive Officer and President
|AMERICAN FINANCE OPERATING PARTNERSHIP, L.P.|
its General Partner
Name: Katie P. Kurtz
Title: Chief Financial Officer, Treasurer and Secretary
|AMERICAN FINANCE ADVISORS, LLC|
|By:||American Finance Special Limited
its sole member
|By:||AR Global Investments,
its managing member
Name: Michael R. Anderson
Title: Authorized Signatory