Global Net Lease, Inc. (NYSE:GNL) agreed to a term sheet to acquire The Necessity Retail REIT, Inc. (NasdaqGS:RTL) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT) and others on May 7, 2023. Global Net Lease, Inc. entered into a definitive merger agreement to acquire The Necessity Retail REIT, Inc. from The Vanguard Group, Inc., BlackRock, Inc., State Street Corporation and others for approximately $1 billion on May 23, 2023. Under terms of the Merger Agreement, RTL stockholders will receive 0.670 shares of GNL for each common share of RTL. Following closing of the transactions, GNL stockholders are expected to own approximately 45% of GNL Post-closing, RTL stockholders are expected to own approximately 39%, and the owner of the former external manager and its affiliates are expected to own up to 17%. The combined company will operate as Global Net Lease. The Merger Agreement provides RTL with a go-shop period of 30 days, during which the Special Committee of the RTL Board of Directors and its advisors may actively solicit alternative proposals from third parties, subject to certain limited exceptions. Upon completion of the Merger, the size of the GNL Board of Directors will be expanded to nine members, including the members of the current GNL Board and three independent RTL directors. GNL's current independent chairperson will remain in her position. Current GNL Chief Executive Officer James Nelson and current RTL Chief Executive Officer Michael Weil will become Co-Chief Executive Officers. Mr. Weil will be the sole Chief Executive Officer upon Mr. Nelson's retirement in April 2024. Current GNL Chief Financial Officer Chris Masterson will remain in his position with GNL Post-closing. Either party will pay a termination fee of $40 million if the Merger Agreement is terminated.

The transaction is subject to the satisfaction of closing conditions and approval by the stockholders of GNL and RTL. The transactions were unanimously recommended by the Special Committees of the Boards of Directors of both GNL and RTL, comprised of independent directors, and approved by the full Boards of Directors. On June 4, 2023, Global Net Lease and The Necessity Retail REIT entered into a 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 transaction. As of June 15, 2023, Orange Capital Ventures, LP, the shareholder of Global Net Lease, announced its intention to vote against the proposed merger. As of June 23, 2023, 30-day ?Go-Shop? period under the transaction has expired. As of July 19, 2023, the U.S. Securities and Exchange Commission declared effective the Registration Statement on Form S-4 of GNL. The Transaction is expected to close in the third quarter of 2023. As of July 19, 2023, the transaction is expected to close in September 2023. As of August 31, 2023, Necessity Retail REIT completed a $260 million commercial mortgage-backed security loan and proceeds from the loan will be used to paydown the Company's credit facility ahead of the proposed merger with Global Net Lease. As of September 5, 2023, Global Net Lease will host a conference call and webcast on Tuesday, September 5, 2023, to discuss the benefits and industrial logic of the proposed merger between GNL and The Necessity Retail REIT. The Board of Directors of The Necessity Retail recommends that GNL stockholders vote ?FOR? each of the proposals to be considered at the GNL special meeting due to these overwhelming benefits and industrial logic of the proposed merger and internalization. On September 8, 2023, shareholders of each of GNL and The Necessity Retail REIT approved the transaction on respective shareholders' meetings. As of September 8, 2023, the transaction is expected to close on September 12, 2023.

The GNL Special Committee, consisting entirely of independent directors, was advised by BMO Capital Markets Corp. as its exclusive financial advisor and fairnes opinion provider. Willkie Farr & Gallagher LLP represented BMO Capital Markets. The RTL Special Committee, consisting entirely of independent directors, was advised by Truist Securities as its exclusive financial advisor and fairness opinion provider and Kevin Lavin and Marisa White of Arnold & Porter Kaye Scholer LLP as its legal counsels. AR Global, LLC was advised by Jeffrey D. Marell, Ross A. Fieldston and Megan Spelman of Paul, Weiss, Rifkind, Wharton & Garrison LLP. William E. Carlson of Shapiro Sher Guinot & Sandler, P.A. and Venable LLP acted as legal advisor to GNL. Proskauer Rose LLP acted as legal advisor to GNL and RTL. BMO Capital Markets Corp. and Shapiro Sher Guinot & Sandler, P.A. acted as due diligence providers to GNL. Arnold & Porter Kaye Scholer LLP acted as due diligence provider to RTL. The transfer agent and registrar for GNL is American Stock Transfer and Trust Company, LLC. RTL and GNL engaged Innisfree to assist in the solicitation of proxies and each will pay Innisfree a fee of up to $75,000. Truist Securities will receive a fee based on the transaction value, which fee is currently estimated to be approximately $11 million, for its services to the RTL Special Committee, a total of $1.5 million of which became payable upon the delivery of its opinion and the remainder of which is contingent upon the consummation of the REIT Merger. GNL will pay BMO an aggregate fee of $30 million, $3 million of which was paid upon delivery of BMO?s opinion regarding the REIT Merger and the remainder of which is payable upon consummation of the Mergers.

Global Net Lease, Inc. (NYSE:GNL) completed the acquisition of The Necessity Retail REIT, Inc. (NasdaqGS:RTL) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT) and others on September 12, 2023.