Global Net Lease, Inc. (GNL): M&A transaction — GNL completes REIT merger with RTL and internalizes management, portfolio grows to 1,306 properties

“RTL Credit Facility”). GNL exercised the existing “accordion feature” on the GNL Credit Facility and increased the aggregate total commitments under the GNL Credit Facility by $500 million from $1.45 billion to $1.95 billion to repay and terminate the RTL Credit Facility and to create additional availability after the closing of the REIT Merger. The sublimits for

In connection with the Transactions, on September 12, 2023, GNL, GNL OP, and the other parties thereto entered into a supplemental indenture (the “RTL Supplemental Indenture”) to assume the obligations of RTL and RTL OP with respect to the RTL Senior Notes (as defined below) and under RTL’s indenture, dated October 7, 2021, by and among RTL, RTL OP, the guarantors party thereto and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (as amended and supplemented to date, the “RTL Indenture”) and governing the $500 million 4.500% Senior Notes due 2028 issued by RTL and RTL OP (the “RTL Senior Notes”).

Leslie D. Michelson to the GNL Board to serve as a Class II director

Edward M. Weil, Jr., who has served as a member of our Board since 2017, was appointed as Co-Chief Executive Officer of GNL

James L. Nelson, who has served as our Chief Executive Officer prior to the Transactions and will continue with Mr. Weil as Co-Chief Executive Officer.

the GNL board of directors appointed (i) each of Lisa D. Kabnick to the GNL Board as a director

Stanley R. Perla to the GNL Board as a Class I director

in connection with the REIT Merger, at the REIT Merger Effective Time, GNL amended its amended and restated bylaws (as so amended, the “Second Amended and Restated Bylaws”), to, among other things, remove the requirement that the GNL Board include two “managing directors” (which have previously been designated by the GNL Advisor).

On September 12, 2023, GNL filed articles supplementary (the “Declassification Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) to implement the Declassification Election.

in connection with the consummation of the REIT Merger, on September 8, 2023, GNL filed Articles Supplementary for each of the Series D Preferred Stock and the Series E Preferred Stock with the SDAT.

of less than 1/1000 th of a share will have their shares aggregated and rounded up to the nearest 1/1,000 th of a share of GNL Common Stock. The Company issued approximately 93,432,927 shares of GNL Common Stock as consideration in the REIT Merger, and approximately 221,136 GNL Restricted Shares (as defined in the REIT Merger Agreement) subject to vesting

on September 12, 2023, GNL entered into a second amendment (the " GNL Credit Facility Amendment") to its Second Amended and Restated Credit Agreement, dated April 8, 2022, by and among GNL OP, as borrower, GNL and the other guarantors party thereto (including RTL OP, RTL OP GP, REIT Merger Sub, and certain of RTL OP's subsidiaries), KeyBank National Association, as agent, and the other lender parties thereto (as amended to date, the "GNL Credit Facility") in order to, among other things, repay the outstanding indebtedness and obligations of RTL under the Amended and Restated Credit Agreement, dated as of October 1, 2021, by and among RTL OP, RTL and the other guarantors party thereto, BMO Harris Bank N.A., as administrative agent, and the other lender parties thereto (the "RTL Credit Facility").

on September 12, 2023, GNL, GNL OP, and the other parties thereto entered into a supplemental indenture (the "RTL Supplemental Indenture") to assume the obligations of RTL and RTL OP with respect to the RTL Senior Notes (as defined below) and under RTL's indenture, dated October 7, 2021, by and among RTL, RTL OP, the guarantors party thereto and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (as amended and supplemented to date, the "RTL Indenture") and governing the $500 million 4.500% Senior Notes due 2028 issued by RTL and RTL OP (the "RTL Senior Notes").