8-K
filed September 12, 2023, 7:59 PM ET
CIK 0001568162
M&A
confidence high
sentiment neutral
materiality 0.90
Necessity Retail REIT, Inc.: M&A transaction — Global Net Lease completes merger with Necessity Retail REIT, creating third-largest net lease REIT
Necessity Retail REIT, Inc.
- RTL stockholders received 0.670 GNL shares per RTL common share; RTL shares ceased trading on Nasdaq as of Sep 11, 2023.
- Combined entity has over 1,300 properties globally with more balanced sector exposures.
- Internalization of advisory and property management functions completed; GNL now has dedicated internal management team.
- All RTL directors ceased; RTL's 2018 Advisor Omnibus Incentive Compensation Plan terminated.
- RTL preferred stock converted into GNL Series D and Series E preferred shares respectively.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
Jason Doyle departed as Chief Financial Officer at Necessity Retail REIT, Inc..
- Role
- Chief Financial Officer
Exact text from the filing
including the RTL Restricted Shares held by the Company’s directors, and those held by Jason Doyle, who served as the Company’s Chief Financial Officer prior to the REIT Merger.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Necessity Retail REIT, Inc. underwent a change of control involving Global Net Lease, Inc. (GNL) for 0.670 shares of GNL for each common share of RTL (closed 2023-09-12).
- Action
- change of control
- Counterparty
- Global Net Lease, Inc. (GNL)
- Consideration
- 0.670 shares of GNL for each common share of RTL
- Closing
- 2023-09-12
Exact text from the filing
property management functions. Completion of the merger follows approval by the shareholders of both companies. Under the terms of the merger agreement, RTL stockholders received 0.670 shares of GNL for each common share of RTL. RTL shares have ceased trading on the Nasdaq as of the market close on September 11, 2023. James Nelson and Michael Weil, Co-CEOs of
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
Necessity Retail REIT, Inc. terminated Advisory Agreement with RTL Advisor valued at AGREEMENT TERMINATED (effective 2023-09-12).
- Action
- termination
- Counterparty
- RTL Advisor
- Value
- AGREEMENT TERMINATED
- Effective
- 2023-09-12
Exact text from the filing
On September 12, 2023, RTL terminated its Advisory Agreement, dated as of September 6, 2016, as amended, by and among RTL, RTL OP, and RTL Advisor.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
Necessity Retail REIT, Inc. terminated Rights Agreement with Computershare Trust Company, N.A. valued at AGREEMENT TERMINATED (effective 2023-09-12).
- Action
- termination
- Counterparty
- Computershare Trust Company, N.A.
- Value
- AGREEMENT TERMINATED
- Effective
- 2023-09-12
Exact text from the filing
In connection with the REIT Merger, on September 12, 2023, the Company’s rights agreement, by and between the Company and Computershare Trust Company, N.A., as rights agent, dated April 13, 2020, as amended (the “Rights Agreement”), was terminated.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
Necessity Retail REIT, Inc. terminated Equity Distribution Agreements with BMO Capital Markets Corp. valued at AGREEMENTS TERMINATED (effective 2023-09-12).
- Action
- termination
- Agreement
- equity purchase
- Counterparty
- BMO Capital Markets Corp.
- Value
- AGREEMENTS TERMINATED
- Effective
- 2023-09-12
Exact text from the filing
On September 12, 2023, RTL terminated its equity distribution agreements with respect to its Class A Common Stock (as defined below), Series A Preferred Stock (as defined below), and Series C Preferred Stock (as defined below), among the Company, BMO Capital Markets Corp., and the other parties thereto, respectively.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
Necessity Retail REIT, Inc. terminated Amended and Restated Credit Agreement with BMO Harris Bank N.A. valued at LOAN REPAID AND AGREEMENT TERMINATED (effective 2023-09-12).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- BMO Harris Bank N.A.
- Value
- LOAN REPAID AND AGREEMENT TERMINATED
- Effective
- 2023-09-12
Exact text from the filing
On September 12, 2023, RTL repaid in full and terminated its 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, as amended to date.
View on SEC.gov
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