| Item 7.01 | Regulation FD Disclosure |
On June 5, 2023, the Company issued a joint
press release with GNL and the Blackwells/Related Parties announcing certain terms of the Agreement, a copy of which is attached hereto
as Exhibit 99.1.
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.
About The Necessity Retail REIT – Where
America Shops
The Necessity Retail REIT (Nasdaq: RTL) is the
preeminent publicly traded real estate investment trust (REIT) focused on “Where America Shops.” RTL acquires and manages
a diversified portfolio of primarily necessity-based retail single tenant and open-air shopping center properties in the U.S. Additional
information about RTL can be found on its website at www.necessityretailreit.com.
Forward-Looking Statements
The statements in this communication 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. In addition, words such as “may,” “will,” “seeks,”
“anticipates,” “believes,” “estimates,” expects,” “plans,” “intends,”
“would,” or similar expressions indicate a forward-looking statement, although not all forward-looking statements contain
these identifying words. Any statements referring to the future value of an investment in the Company, including the adjustments giving
effect to the REIT Merger and the Internalization as described in this communication, as well as the potential success that the Company
and GNL may have in executing the REIT Merger and Internalization, are also forward-looking statements. There are a number of risks, uncertainties
and other important factors that could cause the Company’s actual results, or the Company’s actual results after making adjustments
to give effect to the Merger and the Internalization, to differ materially from those contemplated by such forward-looking statements,
including but not limited to: (i) the Company’s and GNL’s ability to complete the proposed REIT Merger and Internalization
on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder
approvals and satisfaction of other closing conditions to consummate the proposed transaction, (ii) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed transactions, (iii) ability
of the GNL to obtain lender consent to amend its Second Amended and Restated Credit Facility or any other the GNL loan agreement, if at
all, or on terms favorable to the GNL, (iv) risks related to the potential repeal of the Company’s Shareholder’s Rights Plan;
(v) risks related to the decrease in the beneficial ownership requirements of the Company’s applicable classes and series of stock;
(vi) risks related to diverting the attention of the Company’s and GNL’s management from ongoing business operations, (vii)
failure to realize the expected benefits of the proposed transactions, (viii) significant transaction costs or unknown or inestimable
liabilities, (ix) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay,
(x) the risk that the Company’s business will not be integrated successfully or that such integration may be more difficult, time-consuming
or costly than expected, (xi) risks related to future opportunities and plans for GNL post-closing, including the uncertainty of expected
future financial performance and results of GNL post-closing following completion of the proposed transactions, (xii) the effect of the
announcement of the proposed transaction on the ability of the Company and GNL to operate their respective businesses and retain and hire
key personnel and to maintain favorable business relationships, (xiii) the effect of any downgrade of the Company’s or GNL’s
corporate rating or to any of their respective debt or equity securities including the outstanding notes under the RTL Indenture; (xiv)
risks related to the market value of the GNL Common Stock to be issued in the proposed transactions; (xv) other risks related to the completion
of the proposed transactions, (xvi) potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain
or treat the COVID-19, on the Company, the Company’s tenants and the global economy and financial market, (xvii) the risk that one
or more parties to the Agreement may not fulfil its obligations under the Agreement, as well as the additional risks, uncertainties and
other important factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31,
2022 filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2023, 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 Company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating
results over time, except as required by law.
Additional Information About the REIT Merger
and Internalization and Where to Find It
In connection with the proposed transactions,
GNL intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of GNL
and a joint proxy statement of GNL and the Company. Each party also plans to file other relevant documents with the SEC regarding the
proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. A definitive
joint proxy statement/prospectus will be sent to the Company’s stockholders and GNL’s stockholders. Investors and securityholders
may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed
by the Company and GNL with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by GNL with the SEC will
be available free of charge on GNL’s website at www.globalnetlease.com or by contacting GNL’s Investor Relations at investorrelations@globalnetlease.com.
Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www.necessityretailreit.com
or by contacting the Company’s Investor Relations at ir@rtlreit.com.
Additional Information About the Annual Meeting
and Where to Find It
The Company has filed a definitive proxy statement
on Schedule 14A, an accompanying GOLD proxy card and other relevant documents with the SEC in connection with such solicitation of proxies
from the Company’s stockholders for the Company’s 2023 annual meeting of stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and stockholders may obtain a copy of the definitive proxy statement, an accompanying proxy card, any amendments or supplements to the
definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov.
Copies will also be available at no charge by clicking the “SEC Filings” link in the “Filings and Financials”
section of the Company’s website, www.necessityretailreit.com, or by contacting ir@rtlreit.com as soon as reasonably practicable
after such materials are electronically filed with, or furnished to, the SEC.
Participants in the Proxy Solicitation
The Company, RTL OP, Advisor Parent and RTL Advisor,
and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transactions and the matters to be considered at the Company’s 2023 Annual Meeting
of Stockholders. Information about directors and executive officers of the Company is available in its proxy statement for its 2023 Annual
Meeting, which was filed with the SEC on April 10, 2023, as supplemented or amended from time to time. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will
be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transactions
when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making
any voting or investment decisions. Investors may obtain free copies of these documents from the Company as indicated above.