GNL to acquire RTL in stock-for-stock merger with 0.670 exchange ratio; also internalizes advisor functions

Global Net Lease, Inc.

Exchange ratio: 0.670 GNL shares per RTL Class A common share; preferred stock converted to GNL Series D/E.
Post-merger ownership: GNL stockholders ~45%, RTL stockholders ~39%, Advisor Parent affiliates up to 17%.
GNL board expands by three; RTL independent directors James L. Nelson, Edward M. Weil, Lisa Kabnick appointed.
Termination fee: RTL pays GNL $40M in certain events; RTL has 30-day go-shop period for alternative proposals.
Internalization: advisory and property management functions of both companies integrated via separate merger agreements.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Global Net Lease, Inc. entered into Agreement and Plan of Merger with The Necessity Retail REIT, Inc., The Necessity Retail REIT Operating Partnership, L.P., Osmosis Sub I, LLC, Osmosis Sub II, LLC (effective 2023-05-23).

Action: entry
Agreement: merger
Counterparty: The Necessity Retail REIT, Inc., The Necessity Retail REIT Operating Partnership, L.P., Osmosis Sub I, LLC, Osmosis Sub II, LLC
Effective: 2023-05-23

Exact text from the filing

On May 23, 2023, Global Net Lease, Inc., a Maryland corporation (“GNL” or the “Company”), Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (“GNL OP”), The Necessity Retail REIT, Inc., a Maryland corporation (“RTL”), The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP”), Osmosis Sub I, LLC, a Maryland limited liability company and wholly-owned subsidiary of GNL (“REIT Merger Sub”), and Osmosis Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of GNL OP (“OP Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

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Global Net Lease, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-064859

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