NEW
YORK, June 29, 2023 /PRNewswire/ -- The
Necessity Retail REIT, Inc. (Nasdaq: RTL/ RTLPP / RTLPO)
("RTL" or "the Company") announced today that it held its Annual
Meeting of shareholders. Preliminary results indicate that
shareholders reelected Edward M. Weil,
Jr. and Lisa Kabnick to the
Company's Board of Directors. Additionally, shareholders voted to
ratify the selection of PricewaterhouseCoopers LLP as RTL's
independent registered accounting firm to audit our financial
statements for 2023.
"The results of today's annual meeting illustrate the confidence
RTL shareholders have in the current board of directors ahead of
the previously announced merger with Global Net Lease, Inc.," said
Mike Weil, CEO of RTL. "We are
grateful for the high level of shareholder participation in today's
Annual Meeting, where over 75% of outstanding shares cast a vote.
We believe this degree of shareholder engagement reflects
shareholders embrace of the enhanced corporate governance and
internalization of management functions we previously announced in
connection with the merger with Global Net Lease, Inc."
Final voting results are subject to verification by the
independent inspector of election and will be reported on a Current
Report on Form 8-K to be filed with the U.S. Securities and
Exchange Commission within four business days.
About The Necessity Retail REIT Where America
Shops
The Necessity Retail REIT, Inc. (Nasdaq: RTL) is a publicly
traded real estate investment trust listed on the Nasdaq focused on
acquiring and managing a diversified portfolio of primarily
service-oriented and traditional retail and distribution related
commercial real estate properties in the U.S. Additional
information about RTL can be found on its website at
www.necessityretailreit.com.
Forward-Looking Statements
The statements in this communication 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 the
Company, including the adjustments giving effect to the REIT Merger
and the Internalization as described in this communication, as well
as the potential success that the Company and GNL may have in
executing the REIT Merger and Internalization, are also
forward-looking statements. There are a number of risks,
uncertainties and other important factors that could cause the
Company's actual results, or the Company'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)
the Company's and GNL's ability to complete the proposed REIT
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
the GNL to obtain lender consent to amend its Second Amended and
Restated Credit Facility or any other the GNL loan agreement, if at
all, or on terms favorable to the GNL, (iv) risks related to the
potential repeal of the Company's Shareholder's Rights Plan; (v)
risks related to the decrease in the beneficial ownership
requirements of the Company's applicable classes and series of
stock; (vi) risks related to diverting the attention of the
Company's and GNL'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 the Company'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 the Company and GNL to
operate their respective businesses and retain and hire key
personnel and to maintain favorable business relationships, (xiii)
the effect of any downgrade of the Company's or GNL'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 the Company, the
Company's tenants and the global economy and financial market,
(xvii) the risk that one or more parties to the Agreement may not
fulfil its obligations under the 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 the Company'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, 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 the Company's
subsequent reports. Further, forward-looking statements speak only
as of the date they are made, and Company 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.
Additional Information About the REIT Merger and
Internalization 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 the Company. 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 the Company's
stockholders and GNL'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 the Company and GNL 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 GNL's Investor Relations at
investorrelations@globalnetlease.com. Copies of the documents filed
by the Company with the SEC will be available free of charge on the
Company's website at www.necessityretailreit.com or by contacting
the Company's Investor Relations at ir@rtlreit.com.
Additional Information About the Annual Meeting and Where to
Find It
The Company has filed a definitive proxy statement on Schedule
14A, an accompanying GOLD proxy card and other relevant documents
with the SEC in connection with such solicitation of proxies from
the Company's stockholders for the Company's 2023 annual meeting of
stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED
TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain a copy of the definitive
proxy statement, an accompanying proxy card, any amendments or
supplements to the definitive proxy statement and other documents
filed by the Company with the SEC at no charge at the SEC's website
at www.sec.gov. Copies will also be available at no charge by
clicking the "SEC Filings" link in the "Filings and Financials"
section of the Company's website, www.necessityretailreit.com, or
by contacting ir@rtlreit.com as soon as reasonably practicable
after such materials are electronically filed with, or furnished
to, the SEC.
Participants in the Proxy Solicitation
The Company, RTL OP, Advisor Parent and RTL Advisor, 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 the Company
is available in its proxy statement for its 2023 Annual Meeting,
which was filed with the SEC on April 10,
2023, as supplemented or amended from time to time. 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 the Company as indicated
above.
Contacts:
Investor
Relations
ir@rtlreit.com
(866) 902-0063
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SOURCE The Necessity Retail REIT, Inc.