Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 12, 2023

The Necessity Retail REIT, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-38597

90-0929989

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

650 Fifth Avenue, 30th Floor
New York, New York 10019

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 415-6500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Class A Common Stock, $0.01 par value per share	RTL	The Nasdaq Global Select Market
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	RTLPP	The Nasdaq Global Select Market
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	RTLPO	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

Completion of REIT Merger and Internalization

This Current Report on Form 8-K is being filed in connection with the consummation on September 12, 2023 (the “Closing Date”) of the transactions contemplated by (1) that certain Agreement and Plan of Merger, dated May 23, 2023 (the “REIT Merger Agreement”), by and among The Necessity Retail REIT, Inc., a Maryland corporation (“RTL” or the “Company”) and The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP”), Global Net Lease, Inc., a Maryland corporation (“GNL”), Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (“GNL OP”), Osmosis Sub I, LLC, a Maryland limited liability company and wholly-owned subsidiary of GNL (“REIT Merger Sub”), Osmosis Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of GNL OP (“OP Merger Sub”), (such transactions, the “REIT Merger”), and (2) that certain Agreement and Plan of Merger, dated May 23, 2023 (the “Internalization Agreement”) by and among GNL, RTL, GNL Advisor Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “GNL Advisor Sub”), GNL PM Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “GNL PM Sub”), RTL Advisor Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP, RTL PM Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “RTL PM Sub”), GNL OP, RTL OP, AR Global Investments, LLC, a Delaware limited liability company (“Advisor Parent”), Global Net Lease Special Limited Partnership, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Advisor Parent (“GNL SLP”), Necessity Retail Space Limited Partner, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Advisor Parent (“RTL SLP”), Global Net Lease Advisors, LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL SLP (“GNL Advisor”), Global Net Lease Properties, LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL SLP (“GNL Property Manager”), Necessity Retail Advisors, LLC, a Delaware limited liability company and a wholly-owned subsidiary of RTL SLP (“RTL Advisor”), and Necessity Retail Properties, LLC, a Delaware limited liability company and a wholly-owned subsidiary of RTL SLP (“RTL Property Manager”), entered into for the purposes of effecting an internalization of the advisory and property management functions of GNL and GNL OP post-REIT Merger (collectively, the “Internalization” and together with the REIT Merger, the “Transactions”).

Pursuant to the terms and conditions of the REIT Merger Agreement, at the effective time of the REIT Merger on the Closing Date (the “REIT Merger Effective Time”), RTL merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GNL, and immediately after the REIT Merger Effective Time, OP Merger Sub merged with and into RTL OP, with RTL OP continuing as the surviving entity. Pursuant to the terms and conditions of the Internalization Agreement, at the effective time of the Internalization (the “Internalization Effective Time”), (i) GNL Advisor Sub merged with and into GNL Advisor, with GNL Advisor continuing in existence; (ii) GNL PM Sub merged with and into GNL Property Manager, with GNL Property Manager continuing in existence; (iii) RTL Advisor Merger Sub LLC merged with and into RTL Advisor, with RTL Advisor continuing in existence; and (iv) RTL PM Sub merged with and into RTL Property Manager, with RTL Property Manager continuing in existence.

Copies of the REIT Merger Agreement and the Internalization Agreement were previously filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 26, 2023 (the “Signing Form 8-K”) and are incorporated by reference herein. The descriptions of the REIT Merger Agreement and the Internalization Agreement contained in this Current Report on Form 8-K are not complete and are qualified in their entirety by reference to the full text of the Agreements.

In connection with the Transactions, RTL and GNL filed a Joint Proxy Statement/Prospectus included in a Registration Statement on Form S-4 filed by GNL on July 6, 2023, which became effective on July 18, 2023 (the “Joint Proxy Statement/Prospectus”).

Item 1.02.

Termination of a Material Definitive Agreement.

Termination of Advisory Agreement

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.

Termination of Credit Agreement

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.

Termination of Equity Distribution Agreements

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.

Termination of Rights Agreement

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. In connection with the termination of the Rights Agreement, all of the outstanding preferred stock purchase rights issued pursuant to the Rights Agreement were terminated and are no longer outstanding.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

Completion of REIT Merger and Internalization

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.

On September 12, 2023, each of the REIT Merger and the Internalization became effective. As a result of the REIT Merger, GNL acquired the business of the Company. As a result of the Internalization, GNL has internalized its advisory and property management services previously provided by affiliates of Advisor Parent.

RTL Common Stock and Preferred Stock

Pursuant to the terms and subject to the conditions of the REIT Merger Agreement, each issued and outstanding share of RTL’s Class A Common Stock, $0.01 par value per share (“RTL Class A Common Stock”) (other than shares of RTL Class A Common Stock held by RTL’s subsidiaries, GNL, and GNL’s subsidiaries, which were cancelled in accordance with the terms of the REIT Merger Agreement), was converted into the right to receive 0.670 shares (the “Exchange Ratio”) of GNL’s common stock, $0.01 par value per share (“GNL Common Stock”) upon the closing of the REIT Merger. RTL stockholders that would have been entitled to receive fractional shares 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.

At the REIT Merger Effective Time, 7,933,711 issued and outstanding shares of RTL’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“RTL Series A Preferred Stock”) and 4,595,175 issued and outstanding shares of RTL’s 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“RTL Series C Preferred Stock”), converted into the right to receive 7,933,711 shares of GNL’s 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, and 4,595,175 shares of GNL’s 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, respectively.

RTL LTIP Units and Restricted Shares

Prior to the REIT Merger Effective Time, RTL Advisor distributed approximately 5,569,362 long-term incentive units of RTL OP (the “RTL LTIP Units”) representing that portion of the RTL LTIP Units that vested and became earned (the “RTL Earned LTIPs Units”) in accordance with the terms of the RTL Advisor Multi-Year Outplacement Performance Award as modified by the Internalization Agreement (the “Amended RTL 2021 Award”) to RTL SLP. As provided by the Internalization Agreement and the Amended RTL 2021 Award, the RTL Earned LTIP Units converted into a like number of restricted shares of RTL Class A Common Stock. These restricted shares were subsequently converted into the right to receive approximately 3,731,472 shares of GNL Common Stock at the REIT Merger Effective Time based on the Exchange Ratio. A priority catch-up distribution was paid in cash to RTL SLP in an amount of $9,586,264.

In addition, immediately prior to the REIT Merger Effective Time, the vesting of certain RTL Restricted Shares (as defined in the REIT Merger Agreement) was accelerated, and each such share was converted into the right to receive shares of GNL Common Stock at the Exchange Ratio. The other RTL Restricted Shares were exchanged for GNL Restricted Shares (as defined in the REIT Merger Agreement) at the Exchange Ratio.

Amendment to the Operating Partnership Agreement

On September 12, 2023, the Company, in its capacity as the general partner of the RTL OP, entered into a Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of the RTL OP (the “Ninth Amendment”), to implement the Transactions.

The foregoing description of the Ninth Amendment does not purport to be a complete description and is qualified in its entirety by reference to the Tenth Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.

On September 12, 2023, upon notification from the Company, the Nasdaq Global Select Market (“Nasdaq”) filed with the Securities and Exchange Commission (“SEC”) notifications of removal from listing on Form 25 to effect the delisting of the RTL Class A Common Stock, RTL Series A Preferred Stock and RTL Series C Preferred Stock from Nasdaq and to deregister the RTL Class A Common Stock, RTL Series A Preferred Stock, and RTL Series C Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a certification on Form 15 to cause the Company’s remaining reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

Item 3.03.

Material Modification to Rights of Security Holders.

The information contained in Item 2.01 and the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

The information contained in Item 2.01 and the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Each of the Company’s directors ceased being directors of the Company and members of any and all committees thereof effective as of the REIT Merger Effective Time. Immediately prior to the REIT Merger Effective Time, the vesting of certain RTL Restricted Shares was accelerated, and each such share was converted into the right to receive shares of GNL Common Stock at the Exchange Ratio, 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. On September 12, 2023, the Company terminated the Company’s 2018 Advisor Omnibus Incentive Compensation Plan.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On September 12, 2023, the Company issued a press release announcing the closing of the Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release is deemed to have been furnished, and shall not be deemed to have been filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act regardless of any general incorporation language in such filing.

Item 8.01.

Other Events.

Notice of Termination of Distribution Reinvestment Plan

In connection with the REIT Merger, on September 12, 2023, the Company’s distribution reinvestment plan was terminated, effective immediately.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.			Description
4.1			Ninth Amendment, dated as of September 12, 2023, to the Second Amended and Restated Agreement of Limited Partnership of The Necessity Retail REIT Operating Partnership, L.P., dated July 19, 2018

99.1			Press Release, dated September 12, 2023

104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OSMOSIS SUB I, LLC (formerly The Necessity Retail REIT, Inc.)

Date: September 12, 2023	By:	GLOBAL NET LEASE, INC., its sole member

	By:	/s/ Edward M. Weil, Jr.
		Edward M. Weil, Jr.
		Co-Chief Executive Officer

Exhibit 4.1

NINTH AMENDMENT
TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF THE NECESSITY RETAIL REIT OPERATING PARTNERSHIP, L.P.

This Ninth Amendment (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of The Necessity Retail REIT Operating Partnership, L.P., dated July 19, 2018 (the “Partnership Agreement”), is hereby entered into and effective as of September 12, 2023 (the “Effective Date”), by GNL Retail GP, LLC, a Delaware limited liability company, as general partner (the “General Partner”) of The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP”), for itself and on behalf of any limited partners of RTL OP. Except as specifically defined herein, all capitalized terms shall have the definitions provided in the Partnership Agreement, the REIT Merger Agreement (defined below), and the Internalization Agreement (defined below), as applicable.

WHEREAS this Amendment is being adopted concurrently with the completion of the transactions set forth in (1) the Agreement and Plan of Merger, dated May 23, 2023 (the “REIT Merger Agreement”), by and among The Necessity Retail REIT, Inc., a Maryland corporation the general partner of RTL OP prior to the REIT Merger (defined below) (“RTL”), RTL OP, Global Net Lease, Inc., a Maryland corporation (“GNL”), Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (“GNL OP”), Osmosis Sub I, LLC, a Maryland limited liability company and wholly-owned subsidiary of GNL (“REIT Merger Sub”) and Osmosis Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of GNL OP (“OP Merger Sub”), pursuant to which RTL merged with and into REIT Merger Sub with REIT Merger Sub being the surviving entity (the “REIT Merger”), OP Merger Sub merged with and into RTL OP with RTL OP as the surviving entity (the “Partnership Merger”); and (2) the Agreement and Plan of Merger, agreement dated May 23, 2023 (the “Internalization Agreement”), by and among GNL, RTL, GNL OP, and RTL OP, and other parties thereto, entered into for the purposes of effecting an internalization of the advisory and property management functions of GNL, GNL OP, RTL and RTL OP (collectively, the “Internalization” and, together with the REIT Merger and Partnership Merger, the “Transactions”); and

WHEREAS, (i) at the effective time of the REIT Merger (the “REIT Merger Effective Time”), and without any further action on the part of GNL, REIT Merger Sub, GNL OP, OP Merger Sub, RTL OP or the holders of RTL Limited Partner Common Units, GNL Limited Partner Common Units or any limited liability company interests in the OP Merger Sub, the general partner interests in RTL OP held by REIT Merger Sub remained issued and constituted the only issued and outstanding general partnership interests so that REIT Merger Sub became be the sole general partner of RTL OP; and (ii) all of the RTL Limited Partner Preferred Units held by REIT Merger Sub immediately after the REIT Merger Effective Time were cancelled and no payment was made with respect thereto; and

WHEREAS, immediately after the REIT Merger Effective Time and prior to the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), pursuant to the Distribution Agreement by and between REIT Merger Sub and GNL dated September 12, 2023 (the “Distribution Agreement”), REIT Merger Sub distributed and assigned (i) its general partnership interest in RTL OP, and (ii) one (1) RTL OP Class A Unit Limited Partner Interest, to GNL (the “Distribution”); and

WHEREAS, immediately after the Distribution and prior to the Partnership Merger Effective time, pursuant to the Contribution Agreement by and between GNL and GNL OP dated September 12, 2023 (the “1^st Contribution Agreement”), GNL contributed and assigned (i) its general partnership interest in RTL OP, and (ii) one (1) RTL OP Class A Unit Limited Partner Interest, to GNL OP (the “1^st Contribution”); and

WHEREAS, immediately after the 1^st Contribution and prior to the Partnership Merger Effective time, pursuant to the Contribution Agreement by and between GNL OP and the General Partner dated September 12, 2023 (the “2^nd Contribution Agreement”), GNL OP contributed and assigned its general partnership interest in RTL OP to the General Partner (the “2^nd Contribution”) but retained one RTL OP Class A Unit Limited Partner Interest; and

WHEREAS, after the REIT Merger, the Distribution, the 1^st Contribution, and the 2^nd Contribution, pursuant to the REIT Merger Agreement the Partnership Merger occurred, and without any further action on the part of GNL, REIT Merger Sub, GNL OP, OP Merger Sub, RTL OP, the General Partner, or the holders of RTL Limited Partner Common Units, GNL Limited Partner Common Units or any limited liability company interests in the OP Merger Sub (i) all of the RTL Limited Partner Common Units held by those other than RTL OP and any RTL OP subsidiary were automatically converted into validly issued GNL Limited Partner Common Units in GNL OP (“New Parent LP Common Units”) in an amount equal to (x) one (1), multiplied by (y) the Common Exchange Ratio, subject to the treatment of fractional units as provided in the REIT Merger Agreement, (ii) each holder of New Parent LP Common Units was admitted as a limited partner of GNL OP in accordance with the terms of the GNL Partnership Agreement; (iii) each RTL Limited Partner Common Unit held by RTL OP and any RTL OP Subsidiary were automatically cancelled; (iv) general partnership interest in RTL OP remain outstanding; and (v) GNL OP continues as the sole limited partner of the RTL OP and the General Partner continues as the sole general partner of RTL OP; and

WHEREAS, after giving effect to the transactions as described in the REIT Merger Agreement, the Distribution Agreement, the 1^st Contribution Agreement, and the 2^nd Contribution Agreement, the General Partner became the general partner of RTL OP and GNL OP became the limited partner of RTL OP; and

WHEREAS, the General Partner desires to revise and restate Schedule A to the Partnership Agreement to reflect the Transactions, the Distribution, the 1^st Contribution, and the 2^nd Contribution.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows:

Schedule A is hereby revised and restated by replacing it in its entirety with Schedule A attached hereto.

Notwithstanding anything in the Partnership Agreement to the contrary, an amendment to the Certificate of Limited Partnership of RTL OP evidencing the admission of the General Partner as the general partner of RTL OP shall be filed with the office of the Secretary of State of the State of Delaware promptly and no later than ninety (90) days after the Effective Date, as required by Section 17-202(c) of the Revised Uniform Limited Partnership Act of the State of Delaware. The General Partner hereby waives any requirement of an opinion of counsel with respect to the admission of the General Partner as general partner of RTL OP.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of The Necessity Retail REIT Operating Partnership, L.P. as of the date first set forth above.

	THE NECESSITY RETAIL REIT OPERATING PARTNERSHIP, L.P.

	By: GNL RETAIL GP, LLC, its General Partner

	By: GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., its Sole Member

	By: GLOBAL NET LEASE, INC., its General Partner


	By:	/s/ James Nelson
	Name:	James L. Nelson
	Title:	Co-Chief Executive Officer

[Signature Page to Ninth Amendment To Second Amended and Restated Agreement of Limited Partnership]

Exhibit 99.1

FOR IMMEDIATE RELEASE

GLOBAL NET LEASE AND THE NECESSITY RETAIL REIT COMPLETE

MERGER AND INTERNALIZATION TRANSACTION

Establishes Third-Largest Net Lease REIT With Global Presence

NEW YORK, September 12, 2023 – Global Net Lease Inc. (NYSE: GNL) ("Global Net Lease" or "GNL") and The Necessity Retail REIT Inc. (NASDAQ: RTL) ("Necessity Retail REIT" or "RTL") announced today that they have completed the previously announced merger between GNL and RTL, including the internalization of both GNL's and RTL's advisory and 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 GNL, said, “We are very excited to complete the merger of Global Net Lease and The Necessity Retail REIT, creating the third-largest listed net lease REIT with a global presence, including over 1,300 properties and more balanced sector exposures. We look forward to GNL’s future with a dedicated internal management team and enhanced governance attributes which put GNL on par with other leading publicly traded REITs. GNL will have broadened acquisition capabilities, greater balance sheet flexibility and a larger asset base that will enable the ability to grow and optimize its portfolio to create long-term value for all its stakeholders and provide an opportunity to benefit from a trading multiple expansion as the company trades in line with its peers.”

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 and managing a global portfolio of income producing net lease assets across the United States, and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.

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, including the adjustments giving effect to the mergers as well as the potential success that GNL may have in executing the mergers are also forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause GNL's actual results, or GNL's actual results after making adjustments to give effect to the mergers to differ materially from those contemplated by such forward-looking statements, including but not limited to: (i) failure to realize the expected benefits of the mergers, (ii) significant transaction costs or unknown or inestimable liabilities, (iii) the ongoing risk of shareholder litigation in connection with the mergers (iv) 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, (v) 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 (vi) 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; (vii) GNL’s inability to retain and hire key personnel and maintain favorable business relationships post-closing; (viii) potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19 on GNL’s tenants and the global economy and financial market, 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 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 subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the 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.

Contacts:

Investors and Media:

Email: investorrelations@globalnetlease.com

Cover	Sep. 12, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 12, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-38597
Entity Registrant Name	The Necessity Retail REIT, Inc.
Entity Central Index Key	0001568162
Entity Tax Identification Number	90-0929989
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	650 Fifth Avenue
Entity Address, Address Line Two	30th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	415-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	RTL
Security Exchange Name	NASDAQ
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	RTLPP
Security Exchange Name	NASDAQ
Series C Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	RTLPO
Security Exchange Name	NASDAQ