Global Net Lease Inc. (NYSE: GNL), externally managed by Nicholas Schorsch-led AR Global, filed a complaint against Blackwells Capital LLC, an affiliate of Blackwells Onshore, in response to a complaint filed by Blackwells after GNL rejected “a purported notice” from the stockholder that stated its intention to nominate two individuals to the company’s board of directors and to have six proposals considered at the company’s 2023 annual meeting of stockholders.
The company notified Blackwells Onshore that the notice did not comply with the company’s bylaws on the grounds that the nominees did not qualify for election to the company’s board and because the notice failed to comply with the terms of the company bylaws.
On Dec. 19, 2022, GNL filed the complaint against Blackwells Capital LLC and certain others involved with Blackwells’ proxy solicitation in the United States District Court for the Southern District of New York. The complaint seeks to declare that the proxy materials filed by Blackwells violate the Securities Exchange Act of 1934, to order Blackwells and the other defendants to publicly “correct their material misstatements or omissions,” to enjoin Blackwells and the other defendants from publishing any soliciting materials until each of them files corrective statements to address the material “misstatements or omissions,” and permanently enjoin Blackwells and the other defendants from committing any “further violations of federal securities law.”
As The DI Wire previously reported, on Dec. 19, 2022, Blackwells Onshore filed a complaint against Global Net Lease and another defendant in the Circuit Court of Maryland for Baltimore City. The complaint alleges that GNL committed a breach of contract and violated its duties under Maryland law by rejecting the purported nomination of two persons to the company’s board proposed by Blackwells and various proposals which Blackwells seeks to have considered at the company’s 2023 annual meeting of stockholders.
As of Sept. 30, 2022, Global Net Lease Inc. owned 310 properties consisting of 39.5 million rentable square feet, which were 98.6% leased, with a weighted-average remaining lease term of 8.1 years. Based on the percentage of annualized rental income on a straight-line basis as of Sept. 30, 2022, 66% of the Company’s properties are located in the U.S. and Canada and 34% in Europe. In addition, the company’s portfolio was comprised of 56% industrial/distribution properties, 41% office properties and 3% retail properties. The company’s total assets were $4.0 billion.
Blackwells Capital was founded in 2016 by Jason Aintabi and invests in public securities, ranging property development and management to REITs and adjacent real estate activities, including financing, origination, and managing real estate backed securities, including direct mezzanine and equity investments.