NEW
YORK, Aug. 31, 2023 /PRNewswire/ -- The
Necessity Retail REIT, Inc. (Nasdaq: RTL/ RTLPP / RTLPO)
("RTL" or the "Company") announced today that, through its
subsidiaries, the Company completed a $260
million commercial mortgage-backed security loan (the
"Loan") encumbered by 29 multi-tenant properties the Company owns
across the United States.
The Loan has a 10-year term and is interest-only
at 6.45%. We were able to achieve this rate even though
today's rates are higher, by using a SOFR swap lock of 3.54%
which we proactively put in place approximately one month before
completing this loan. Proceeds from the Loan will be
used to paydown the Company's credit facility ahead of the proposed
merger with Global Net Lease, Inc. (NYSE: GNL).
"While we are focused on increasing our unsecured financings,
the pricing and timing of this loan is beneficial for RTL as we
prepare to merge with GNL," said Michael
Weil, CEO of RTL. "We believe that securing this financing
now, on favorable terms, will create balance sheet flexibility. The
Loan increases our weighted-average debt maturity while lowering
our cost of capital and replaces variable-rate debt with
fixed-rate. Using the proceeds to pay down our credit facility
increases capacity on the line while providing balance sheet
flexibility ahead of the proposed merger and internalization with
GNL."
About The Necessity Retail REIT - Where America
Shops
The Necessity Retail REIT (Nasdaq: RTL) is the preeminent
publicly traded real estate investment trust (REIT) focused on
"Where America Shops". RTL acquires and manages a diversified
portfolio of primarily necessity-based retail single tenant and
open-air shopping center 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 Company
merging with and into Osmosis Sub I, LLC, with Osmosis Sub I, LLC
continuing as the surviving entity and wholly-owned subsidiary of
GNL (the "REIT Merger") and GNL and the Company becoming internally
managed (the "Internalization Merger") as described in this
communication, as well as the potential success that the Company
may have in executing the REIT Merger and Internalization Merger,
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 REIT Merger and the
Internalization Merger, to differ materially from those
contemplated by such forward-looking statements, including but not
limited to: (i) the Company's ability to complete the proposed REIT
Merger and Internalization Merger 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
Internalization Merger Agreement and REIT Merger Agreement, each
dated as of May 23, 2023 relating to
the proposed transactions, (iii) the Company's ability to obtain
consents of applicable counterparties to certain of its lending
agreements identified in the REIT Merger agreement, (iv) failure to
realize the expected benefits of the REIT Merger and the
Internalization Merger, (v) significant transaction costs or
unknown or inestimable liabilities, (vi) risks related to diverting
the attention of the Company's management from ongoing business
operations, (vii) the risk of shareholder litigation in connection
with the proposed transaction, including resulting expense or
delay, (viii) 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; (ix) risks
related to the market value of the GNL's common stock to be issued
in the proposed transactions; (x) potential adverse effects of the
ongoing global COVID-19 pandemic, including actions taken to
contain or treat COVID-19, on the Company, the Company's tenants
and the global economy and financial market, (x) the risk that one
or more parties to the REIT Merger 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 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 Merger and Where to Find It
In connection with the proposed transactions, on July 6, 2023, GNL filed with the SEC a
registration statement on Form S-4, which includes 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. The Form S-4, as
amended, became effective on July 18,
2023. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTIONS. GNL and RTL commenced mailing the
definitive joint proxy statement/prospectus to stockholders on or
about July 19, 2023. Investors and
securityholders may obtain a free copy of the joint proxy
statement/prospectus 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 are 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 RTL with the SEC are
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, 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 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. Information about directors and executive officers of
RTL 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, is contained in the
joint proxy statement/prospectus and other relevant materials filed
with the SEC regarding the proposed transactions. Investors should
read the joint proxy statement/prospectus carefully before making
any voting or investment decisions. Investors may obtain free
copies of these documents from GNL as indicated above.
Contacts:
Investor Relations
ir@rtlreit.com
(866) 902-0063
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SOURCE The Necessity Retail REIT, Inc.