Special Meetings Scheduled for September 8, 2023
Merger Expected to Close in September 2023
NEW
YORK, July 19, 2023 /PRNewswire/ -- Global Net
Lease, Inc. ("GNL" or "the Company") (NYSE: GNL/ GNL PRA / GNL
PRB) and The Necessity Retail REIT, Inc. (NASDAQ: RTL, "RTL")
announced today that the U.S. Securities and Exchange Commission
("SEC") has declared effective the Registration Statement on Form
S-4 (the "Registration Statement") of GNL in connection with its
previously announced proposed merger with RTL and internalization
of management, and the details of a special meeting for
stockholders of each company on September 8,
2023.
Both GNL and RTL have fixed a record date of August 8, 2023, for participation in the special
meetings of stockholders, which will be held on September 8, 2023, at 11:00 a.m. Eastern Time for GNL stockholders and
1:00 p.m. Eastern Time for RTL
stockholders.
"Today's declaration of effectiveness is another important step
towards completing the merger and internalization of GNL and RTL
and towards stockholders of both companies beginning to benefit
from the combination of these two great portfolios," said
James Nelson, CEO of GNL and
Michael Weil, CEO of RTL. "The
combined company is expected to have over $9.6 billion of real estate assets, be one of the
largest publicly traded net lease REITs, and be accretive to AFFO
per share. We are looking forward to closing this merger and
believe the internalization of management and enhanced corporate
governance that will occur in connection with the merger will
reduce operating expenses and create long-term value for
shareholders."
About Global Net Lease, Inc.
Global Net Lease, Inc. (NYSE: GNL) is a publicly traded real
estate investment trust ("REIT") listed on the NYSE focused on
acquiring a diversified global portfolio of commercial properties,
with an emphasis on sale-leaseback transactions involving single
tenant, mission critical income producing net-leased assets across
the United States, Western and
Northern Europe. Additional
information about GNL can be found on its website
at www.globalnetlease.com.
About The Necessity Retail REIT - Where America Shops
The Necessity Retail REIT (Nasdaq: RTL) is the preeminent
publicly traded 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 United States.
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 RTL merging
with and into Osmosis Sub I, LLC, with Osmosis Sub I continuing as
the surviving entity and wholly-owned subsidiary of GNL (the "REIT
Merger") and GNL and RTL becoming internally managed (the
"Internalization Merger") as described in this communication, as
well as the potential success that the Company may have in
executing the REIT Merger and Internalization Merger, 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 REIT Merger and the
Internalization Merger, to differ materially from those
contemplated by such forward-looking statements, including but not
limited to: (i) the Company's ability to complete the proposed REIT
Merger and Internalization Merger 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
Internalization Merger Agreement and REIT Merger Agreement, each
dated as of May 23, 2023 relating to
the proposed transactions, (iii) ability of the Company to obtain
lender consent to amend its Second Amended and Restated Credit
Facility or any other loan agreement of the Company, if at all, or
on terms favorable to the Company, (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 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 RTL'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 the Company
post-closing, including the uncertainty of expected future
financial performance and results of the Company 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 RTL 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 RTL'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 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 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 Merger and Where to Find It
In connection with the proposed transactions, on July 6, 2023, GNL filed with the SEC a
registration statement on Form S-4, which includes 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. The Form S-4
became effective on July 18, 2023.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. GNL and RTL commenced mailing the definitive joint
proxy statement/prospectus to stockholders on or about July 19, 2023. Investors and securityholders may
obtain a free copy of the joint proxy statement/prospectus 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 are 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 RTL with the SEC are 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, 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 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. Information about directors and executive officers of
RTL 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, is contained in the
joint proxy statement/prospectus and other relevant materials filed
with the SEC regarding the proposed transactions. Investors should
read the joint proxy statement/prospectus carefully before making
any voting or investment decisions. Investors may obtain free
copies of these documents from GNL as indicated above.
Contacts:
Investors and Media:
Email:
investorrelations@globalnetlease.com
Phone: (212) 415-6510
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SOURCE The Necessity Retail REIT, Inc.; Global Net Lease,
Inc.
