Agreement Follows Substantial Governance
Changes at GNL and RTL That Will Ensure Combined Company Operates
with Best in Class Practices
Blackwells to Vote in Favor of Merger and
Internalization Transactions at the GNL Special Meeting; Settles
All Previous Proxy Contests and Litigation
RTL and GNL 2023 Shareholder Annual Meetings to
Proceed Uncontested; Blackwells to Support Companies’ Nominees
Global Net Lease Inc. (NYSE: GNL, "GNL") and The Necessity
Retail REIT Inc. (NASDAQ: RTL, "RTL") – together with their
respective advisors and property managers and AR Global – today
announced that they have entered into a cooperation agreement (the
“Cooperation Agreement”) with Blackwells Capital.
Under the terms of the Cooperation Agreement, the Blackwells
Parties will withdraw their nomination notices and proposals at
both GNL and RTL and have agreed to vote in favor of the share
issuances for the previously announced merger of GNL and RTL (“the
Merger”) and internalization transactions at the GNL special
meeting.
“We are pleased to have reached an agreement with Blackwells
that we believe is in the best interests of the Global Net Lease
and The Necessity Retail REIT shareholders,” said Michael Weil,
Chief Executive Officer of RTL, and James Nelson, Chief Executive
Officer of GNL. “The combination of GNL and RTL will create a
leading global net lease REIT that is positioned for long-term
growth and potential trading multiple expansion comparable to other
net lease REITs of this size and scale. The combined entity will be
internally managed, resulting in significant cost savings, and will
adopt enhanced corporate governance practices that will ensure the
combined company operates in the best interests of all current and
future investors. We are pleased to have Blackwells’ support of the
Merger and internalization transaction and look forward to working
with Blackwells to create value on behalf of all shareholders.”
Jason Aintabi, Chief Investment Officer of Blackwells, said, “We
are pleased to have aligned with the Boards of GNL and RTL on a
constructive path forward following the significant governance and
structural changes that have occurred over the course of the last
year. The merger of GNL and RTL creates a new company of scale in
the sector that can be singularly focused on creating value for all
public shareholders. With our support for the transaction now in
place, we look forward to the completion of the merger and lend Mr.
Weil and the leadership team our full support, as we believe
investors will see great success following the internalization and
merger.”
Pursuant to the Agreement, the parties have agreed to release
all claims arising prior to the settlement and dismiss their
respective actions in Maryland state court and New York federal
court.
The Blackwells Parties have agreed to abide by certain
standstill and voting commitments in connection with the
Cooperation Agreement. The agreement will be filed by the Company
with the U.S. Securities and Exchange Commission (“SEC”) as an
exhibit to the Current Report on Form 8-K.
About Global Net Lease, Inc.
Global Net Lease, Inc. is a publicly traded real estate
investment trust listed on the NYSE, which focuses 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.
About The Necessity Retail REIT, Inc.
The Necessity Retail REIT, Inc. is the preeminent publicly
traded real estate investment trust focused on "Where America
Shops", which acquires and manages a diversified portfolio of
necessity-based retail single tenant and open-air shopping center
properties in the U.S.
About Blackwells Capital
Blackwells Capital was founded in 2016 by Jason Aintabi, its
Chief Investment Officer. Since that time, it has made investments
in public securities, engaging with management and boards, both
publicly and privately, to help unlock value for stakeholders,
including shareholders, employees and communities. Blackwells’
investments in real estate have ranged from property development
and management to REITs and adjacent real estate activities,
including financing, origination, and managing real estate backed
securities, including direct mezzanine and equity investments.
Throughout their careers, Blackwells’ principals have invested
globally on behalf of leading public and private equity firms and
have held operating roles and served on the boards of media,
energy, technology, insurance and real estate enterprises. For more
information, please visit www.blackwellscap.com.
Additional Information and Where to Find It
In connection with the proposed transactions, GNL intends to
file with the SEC a registration statement on Form S-4, which will
include 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. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. A definitive
joint proxy statement/prospectus will be sent to GNL’s stockholders
and RTL’s stockholders. Investors and securityholders may obtain a
free copy of the joint proxy statement/prospectus (if and when it
becomes available) 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 will be available free of
charge on GNL’s website at www.globalnetlease.com or by contacting
the GNL’s Investor Relations at
investorrelations@globalnetlease.com. Copies of the documents filed
by RTL with the SEC will be 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, Global Net Lease Operating Partnership, L.P., The
Necessity Retail REIT Operating Partnership, L.P., AR Global
Investments, LLC, Global Net Lease Advisors, LLC, Necessity Retail
Advisors, LLC, 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 the GNL proxy statement for its
2023 Annual Meeting, which was filed with the SEC on April 10,
2023. Information about directors and executive officers of RTL is
available in the RTL proxy statement for its 2023 Annual Meeting,
which was filed with the SEC on April 10, 2023. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials filed with the
SEC regarding the proposed transactions when they become available.
Investors should read the joint proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. Investors may obtain free copies of these
documents from GNL and RTL as indicated above.
Forward Looking Statements
The statements in this press release 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 GNL
and RTL, including the adjustments giving effect to the Merger and
the internalization as described in this press release, as well as
the potential success that GNL and RTL may have in executing the
Merger and internalization, are also forward-looking statements.
There are a number of risks, uncertainties and other important
factors that could cause GNL’s and RTL’s actual results, or GNL’s
and RTL’s actual results after making adjustments to give effect to
the Merger and the internalization, to differ materially from those
contemplated by such forward-looking statements, including but not
limited to: (i) GNL’s and RTL’s ability to complete the proposed
Merger and internalization 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 Merger
Agreement relating to the proposed transactions, (iii) ability of
GNL to obtain lender consent to amend its Second Amended and
Restated Credit Facility or any other GNL loan agreement, if at
all, or on terms favorable to GNL, (iv) risks related to the
potential repeal of GNL’s Shareholder’s Rights Plan; (v) risks
related to the decrease in the beneficial ownership requirements of
GNL’s applicable classes and series of stock; (vi) risks related to
diverting the attention of GNL’s and RTL’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 GNL post-closing,
including the uncertainty of expected future financial performance
and results of GNL post-closing following completion of the
proposed transactions, (xii) the effect of the announcement of the
proposed transaction on the ability of GNL 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 GNL’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 the COVID-19, on GNL and RTL and GNL’s and RTL’s
tenants and the global economy and financial market, (xvii) the
risk that one or more parties to the Cooperation Agreement may not
fulfil its obligations under the Cooperation 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 GNL’s Annual Report on Form 10-K for the year ended December 31,
2022 filed with the Securities and Exchange Commission (the “SEC”)
on February 23, 2023, RTL’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 GNL’s and RTL’s subsequent reports. Further,
forward-looking statements speak only as of the date they are made,
and GNL and RTL 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230605005287/en/
For GNL:
Investors and Media: investorrelations@globalnetlease.com (212)
415-6510
For RTL:
Investor Relations: ir@rtlreit.com (866) 902-0063
For Blackwells:
Gagnier Communications Dan Gagnier (646) 569-5897
blackwells@gagnierfc.com
Longacre Square Partners (646) 386-0091
blackwells@longacresquare.com
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