NEW
YORK, June 23, 2023 /PRNewswire/ -- The
Necessity Retail REIT, Inc. (Nasdaq: RTL/ RTLPP / RTLPO) ("RTL" or
"the Company") announced today the expiration of the 30-day
"Go-Shop" period (the "Go-Shop") set forth in the previously
announced definitive merger agreement with Global Net Lease, Inc.
(NYSE: GNL). Under the terms of the merger agreement, RTL
stockholders will receive 0.670 shares of GNL for each common share
of RTL, which represents a total consideration of $7.08 per share based on share prices as of
May 23, 2023 and a 35% premium to
RTL's 30-day volume-weighted average price for the 30 days prior to
May 23, 2023.
During the Go-Shop, at the direction of the Special Committee,
representatives of Truist Securities, the financial advisor to the
Special Committee, actively solicited over 70 potentially
interested third parties. To date, none of the third parties
contacted by the Company or its financial advisors, or any other
third parties, have made a superior acquisition proposal following
the execution of the merger agreement.
Upon expiration of the Go-Shop period, the Company became
subject to the "no-shop" provisions contained in the merger
agreement limiting the Company's ability to negotiate acquisition
proposals with, or provide non-public information to, third
parties, subject to exceptions specified in the merger
agreement.
The transaction is anticipated to close in the third quarter of
2023, subject to approval by the Company's stockholders, GNL's
stockholders and the satisfaction of other customary closing
conditions.
Michael Weil, CEO of RTL,
commented, "The expiration of the "go shop" period is a significant
step towards closing the proposed merger and internalization
transactions on our anticipated timeline. We are excited for RTL
stockholders to benefit from GNL's operation as a combined,
internalized company and to realize the benefits of the merger,
including AFFO per share growth, reduced leverage, greater scale,
corporate cost savings and the potential for trading multiple
expansion comparable to other net lease REITs of this size and
scale."
About The Necessity Retail REIT Where America
Shops
The Necessity Retail REIT, Inc. (Nasdaq: RTL) is a publicly
traded real estate investment trust listed on the Nasdaq focused on
acquiring and managing a diversified portfolio of primarily
service-oriented and traditional retail and distribution related
commercial real estate properties in the U.S. Additional
information about RTL can be found on its website at
www.necessityretailreit.com.
Important Notice
The statements in this press release 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 press release, 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 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 RTL. 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 GNL's stockholders
and RTL'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 GNL and
RTL 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
the GNL's Investor Relations at
investorrelations@globalnetlease.com. Copies of the documents filed
by RTL with the SEC will be available free of charge on RTL's
website at www.necessityretailreit.com or by contacting RTL's
Investor Relations at ir@rtlreit.com.
Participants in the Proxy Solicitation
GNL, RTL, Global Net Lease Operating Partnership, L.P., The
Necessity Retail REIT Operating Partnership, L.P., AR Global
Investments, LLC, Global Net Lease Advisors, LLC, Necessity Retail
Advisors, LLC, 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. Information about directors and executive
officers of GNL is available in the GNL proxy statement for its
2023 Annual Meeting, which was filed with the SEC on April 10, 2023. Information about directors and
executive officers of RTL is available in the RTL proxy statement
for its 2023 Annual Meeting, which was filed with the SEC on
April 10, 2023. 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 GNL and RTL as indicated above.
Contacts:
Investor
Relations
ir@rtlreit.com
(866) 902-0063
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SOURCE The Necessity Retail REIT, Inc.
