---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-100026"
form_type: "8-K"
ticker: "GNL"
cik: "0001526113"
company_name: "Global Net Lease, Inc."
filed_at: "2023-09-12T23:59:59+00:00"
generated_at: "2026-06-10T20:57:10.402824+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# GNL completes REIT merger with RTL and internalizes management, portfolio grows to 1,306 properties

## Summary
- Acquired 989-property portfolio from RTL; combined portfolio of 1,306 properties across the U.S.
- Credit facility expanded from $1.45B to $1.95B using accordion; matures Oct 2026.
- Assumed $500M 4.5% RTL Senior Notes due 2028 and CMBS loans totaling $1.185B ($715M/3.743%, $260M/6.446%, $210M/4.191%).
- Terminated external advisory agreements; now an internally managed REIT with in-house services.
- Entered Registration Rights Agreement with Advisor Holders, including transfer restrictions and board nomination right.

## SEC filing metadata
- accession: 0001104659-23-100026
- form_type: 8-K
- ticker: GNL
- cik: 0001526113
- company_name: Global Net Lease, Inc.
- filed_at: 2023-09-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 2.03, 3.02, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/tm2325830d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-100026
- JSON: https://secwatch.observer/filing/0001104659-23-100026.json
- Plain text: https://secwatch.observer/filing/0001104659-23-100026.txt

## Key facts
- Debt Financings
  Global Net Lease, Inc. incurred credit facility of $500 million increase from $1.45 billion to $1.95 billion with KeyBank National Association at not specified maturing October 8, 2026.
  - Instrument: credit facility
  - Principal: $500 million increase from $1.45 billion to $1.95 billion
  - Counterparty: KeyBank National Association
  - Rate: not specified
  - Maturity: October 8, 2026
  - Event: incurrence
  source text: “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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Debt Financings
  Global Net Lease, Inc. incurred senior notes of $500 million with U.S. Bank Trust Company, National Association at 4.500% maturing September 30, 2028.
  - Instrument: senior notes
  - Principal: $500 million
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 4.500%
  - Maturity: September 30, 2028
  - Event: incurrence
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Executive change
  Leslie D. Michelson was appointed as Class II Director at Global Net Lease, Inc..
  - Action: appointed
  - Role: Class II Director
  source text: Leslie D. Michelson to the GNL Board to serve as a Class II director
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Executive change
  Edward M. Weil, Jr. was appointed as Co-Chief Executive Officer at Global Net Lease, Inc..
  - Action: appointed
  - Role: Co-Chief Executive Officer
  source text: Edward M. Weil, Jr., who has served as a member of our Board since 2017, was appointed as Co-Chief Executive Officer of GNL
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Executive change
  James L. Nelson changed role as Co-Chief Executive Officer at Global Net Lease, Inc..
  - Action: role changed
  - Role: Co-Chief Executive Officer
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Executive change
  Lisa D. Kabnick was appointed as Director at Global Net Lease, Inc..
  - Action: appointed
  - Role: Director
  source text: the GNL board of directors appointed (i) each of Lisa D. Kabnick to the GNL Board as a director
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Executive change
  Stanley R. Perla was appointed as Class I Director at Global Net Lease, Inc..
  - Action: appointed
  - Role: Class I Director
  source text: Stanley R. Perla to the GNL Board as a Class I director
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Governance Changes
  Global Net Lease, Inc.: Amended bylaws to remove requirement that board include two managing directors previously designated by the GNL Advisor.
  - Change: bylaw amendment
  source text: 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).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Governance Changes
  Global Net Lease, Inc.: Filed Articles Supplementary to declassify the board of directors, implementing the Declassification Election under MGCL (effective 2023-09-12).
  - Change: charter amendment
  - Effective: 2023-09-12
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Governance Changes
  Global Net Lease, Inc.: Filed Articles Supplementary establishing Series D Preferred Stock and Series E Preferred Stock (effective 2023-09-08).
  - Change: charter amendment
  - Effective: 2023-09-08
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- M&A Transactions
  Global Net Lease, Inc. completed an acquisition involving The Necessity Retail REIT, Inc. (RTL) for approximately 93,432,927 shares of GNL Common Stock (closed 2023-09-12).
  - Action: acquisition
  - Counterparty: The Necessity Retail REIT, Inc. (RTL)
  - Consideration: approximately 93,432,927 shares of GNL Common Stock
  - Closing: 2023-09-12
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Material Agreements
  Global Net Lease, Inc. amended GNL Credit Facility Amendment with KeyBank National Association, as agent, and the other lender parties valued at increased the aggregate total commitments under the GNL Credit Facility by $500 million from $1.45 b (effective 2023-09-12).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: KeyBank National Association, as agent, and the other lender parties
  - Value: increased the aggregate total commitments under the GNL Credit Facility by $500 million from $1.45 b
  - Effective: 2023-09-12
  source text: 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm
- Material Agreements
  Global Net Lease, Inc. amended RTL Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2023-09-12).
  - Action: amendment
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association, as trustee
  - Effective: 2023-09-12
  source text: 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526113/000110465923100026/0001104659-23-100026-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.