S-4/A 1 v452254_s4a.htm S-4/A

As filed with the Securities and Exchange Commission on November 8, 2016

Registration No. 333-213691

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

Amendment No. 2 to

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



 

GLOBAL NET LEASE, INC.

(Exact name of registrants as specified in charter)



 

   
Maryland   6798   45-2771978
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

405 Park Avenue, 14th Floor
New York, New York 10022
(212) 415-6500

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants’ Principal Executive Offices)



 

Scott J. Bowman
Chief Executive Officer
Global Net Lease, Inc.
405 Park Avenue, 14th Floor
New York, New York 10022
(212) 415-6500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)



 

With copies to:

 
Peter M. Fass, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000
  Michael J. Choate, Esq.
Proskauer Rose LLP
70 West Madison
Chicago, Illinois 60602
(312) 962-3567


 

Approximate date of commencement of the proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     
Large accelerated filer x   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
     (Do not check if a smaller reporting company)         

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Issuer Third Party Tender Offer) o

 

 


 
 

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The information in this joint proxy statement/prospectus is not complete and may be changed. Global Net Lease, Inc. may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not considered a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 8, 2016

JOINT PROXY STATEMENT/PROSPECTUS

 
[GRAPHIC MISSING]   [GRAPHIC MISSING]

To the Stockholders of Global Net Lease, Inc. and American Realty Capital Global Trust II, Inc.:

Global Net Lease, Inc., which we refer to as GNL, and American Realty Capital Global Trust II, Inc., which we refer to as Global II, have entered into an agreement and plan of merger, dated as of August 8, 2016, as it may be amended from time to time, which we refer to as the merger agreement, and which is attached as Annex A to this joint proxy statement/prospectus and incorporated herein by reference. Pursuant to the merger agreement, Global II will merge with and into a direct wholly owned subsidiary of GNL, which we refer to as Merger Sub, at which time the separate existence of Global II will cease, and GNL will be the parent company of Merger Sub. We refer to the foregoing transaction as the company merger.

In addition, pursuant to the merger agreement, American Realty Capital Global II Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Global II, which we refer to as the Global II OP, will merge with and into Global Net Lease Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of GNL, which we refer to as the GNL OP, with the GNL OP being the surviving entity, which transaction we refer to as the partnership merger and together with the company merger as the merger or the mergers.

Pursuant to the merger agreement, each outstanding share of common stock, including restricted shares of common stock, of Global II, par value $0.01 per share, which we refer to as Global II common stock, other than shares owned by GNL, any subsidiary of GNL or any wholly owned subsidiary of Global II, will be converted into the right to receive 2.27 shares of common stock of GNL, par value $0.01 per share, which we refer to as GNL common stock, such consideration referred to as the merger consideration. In connection with the partnership merger, each outstanding unit of limited partnership interest, including the Class B Units, of the Global II OP, other than those owned by Global II, will be converted into the right to receive 2.27 shares of GNL common stock. Outstanding units of interest in the Global II OP owned by Global II will be converted into the right to receive 2.27 units of limited partnership interest in the GNL OP. GNL common stock is listed on the New York Stock Exchange under the symbol “GNL.” Based on the closing prices of GNL common stock of $8.63 and $7.27 on August 5, 2016, the last full trading date before the public announcement of the execution of the merger agreement by GNL and Global II, and November 7, 2016, the aggregate value of the merger consideration to be received by Global II stockholders would be approximately $247.6 million and $208.6 million, respectively, based on the number of shares of outstanding Global II common stock on November 7, 2016.

In connection with the proposed merger, GNL and Global II will each hold a special meeting of their respective stockholders. At GNL’s special meeting, GNL stockholders will be asked to vote on (a) a proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement, and (b) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement. At Global II’s special meeting, Global II stockholders will be asked to vote on (a) a proposal to approve the company merger and the other transactions contemplated by the merger agreement and (b) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement.

The record date for determining the stockholders entitled to receive notice of, and to vote at, GNL’s special meeting is October 25, 2016 and the record date for Global II’s special meeting is October 25, 2016. The merger cannot be completed unless (a) GNL stockholders approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement, by the affirmative vote of at least a majority of the votes cast on the proposal, provided that a quorum is present, and (b) Global II stockholders approve the company merger and the other transactions contemplated by the merger agreement by the affirmative vote of at least a majority of the outstanding shares of Global II common stock entitled to vote at Global II’s special meeting.

GNL’s board of directors has (1) determined that the merger agreement and the merger, including the issuance of GNL common stock in connection with the merger, are advisable and in the best interests of GNL and its stockholders, (2) approved the merger agreement, the merger and the other transactions contemplated thereby, and (3) approved the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement. William M. Kahane, a director of GNL and founder of AR Global, recused himself from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement. The GNL Board unanimously (with Mr. Kahane abstaining) recommends that GNL stockholders vote FOR the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement.

Global II’s board of directors has (1) determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair and reasonable to, and in the best interests of Global II and its stockholders, and (2) approved the merger agreement, the merger and the other transactions contemplated thereby. Global II’s board of directors unanimously recommends that Global II stockholders vote FOR the proposal to approve the company merger and the other transactions contemplated by the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement.

This joint proxy statement/prospectus contains important information about GNL, Global II, the mergers and the merger agreement. This document is also a prospectus for the shares of GNL common stock that will be issued to Global II stockholders pursuant to the merger agreement.

We encourage you to read this joint proxy statement/prospectus carefully before voting, including the section entitled “Risk Factors” beginning on page 28.

Please authorize a proxy to vote your shares as promptly as possible, whether or not you plan to attend GNL’s special meeting or Global II’s special meeting, as applicable. To authorize a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or authorize your proxy by one of the other methods specified in this joint proxy statement/prospectus or the accompanying notices. Authorizing a proxy will ensure that your vote is counted at the applicable special meeting if you do not attend in person. If your shares of common stock are held in “street name” by your broker or other nominee, only your broker or other nominee can vote your shares and the vote cannot be cast unless you provide instructions to your broker or other nominee on how to vote or you obtain a legal proxy from your broker or other nominee. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares. You may revoke your proxy at any time before it is voted. Please review this joint proxy statement/prospectus for more complete information regarding the merger and GNL’s special meeting and Global II’s special meeting, as applicable.

 
Scott J. Bowman
Chief Executive Officer and President
Global Net Lease, Inc.
  Scott J. Bowman
Chief Executive Officer and President
American Realty Capital Global Trust II, Inc.

Neither the Securities and Exchange Commission, nor any state securities regulatory authority has approved or disapproved of the merger or the securities to be issued under this joint proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated November 8, 2016 and is first being mailed to GNL stockholders and Global II stockholders on or about November 9, 2016.


 
 

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Global Net Lease, Inc.
405 Park Avenue, 14th Floor
New York, New York 10022
(212) 415-6500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 20, 2016

To the Stockholders of Global Net Lease, Inc.:

A special meeting of the stockholders of Global Net Lease, Inc., a Maryland corporation, which we refer to as GNL, will be held at 405 Park Avenue, New York, New York 10022, on December 20, 2016, commencing at 3:00 p.m., local time, for the following purposes:

1. to consider and vote on a proposal to approve the transactions contemplated by the Agreement and Plan of Merger, dated as of August 8, 2016, as it may be amended from time to time, which we refer to as the merger agreement, by and among GNL, Global Net Lease Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of GNL, Mayflower Acquisition LLC, a Maryland limited liability company and a direct wholly owned subsidiary of GNL, American Realty Capital Global Trust II, Inc., a Maryland corporation, which we refer to as Global II, and American Realty Capital Global II Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Global II (a copy of the merger agreement is attached as Annex A to the joint proxy statement/prospectus accompanying this notice), including the issuance of shares of common stock of GNL, par value $0.01 per share, which we refer to as GNL common stock, to the stockholders of Global II; and
2. to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate as determined by GNL, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement.

We will not transact any other business at the special meeting. GNL’s board of directors has fixed the close of business on October 25, 2016 as the record date for determination of GNL stockholders entitled to receive notice of, and to vote at, GNL’s special meeting and any postponements or adjournments of the special meeting. Only holders of record of GNL common stock at the close of business on the record date are entitled to receive notice of, and to vote at, GNL’s special meeting.

Approval of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement requires the affirmative vote of at least a majority of the votes cast on the proposal, provided that a quorum is present. Approval of the proposal to adjourn the special meeting, if necessary or appropriate as determined by GNL, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement requires the affirmative vote of a majority of the votes cast on the proposal.

GNL’s board of directors has (1) determined that the merger agreement and the merger, including the merger and the other transactions contemplated by the merger agreement, including the issuance of GNL common stock in connection with the merger, are advisable and in the best interests of GNL and its stockholders; (2) unanimously approved the merger agreement, the merger and the other transactions contemplated thereby; and (3) approved the issuance of shares of GNL common stock to


 
 

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Global II stockholders pursuant to the merger agreement. William M. Kahane, a director of GNL and founder of AR Global, recused himself from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement. GNL’s board of directors unanimously (with Mr. Kahane abstaining) recommends that GNL stockholders vote FOR the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the special meeting, please authorize a proxy to vote your shares as promptly as possible. To authorize a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll free telephone number listed on your proxy card or use the Internet as described in the instructions on the enclosed proxy card to authorize your proxy. Authorizing a proxy will assure that your vote is counted at the special meeting if you do not attend in person. If your shares of GNL common stock are held in “street name” by your broker or other nominee, only your broker or other nominee can vote your shares of GNL common stock and the vote cannot be cast unless you provide instructions to your broker or other nominee on how to vote or obtain a legal proxy from your broker or other nominee. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares of GNL common stock. You may revoke your proxy at any time before it is voted. Please review the joint proxy statement/prospectus accompanying this notice for more complete information regarding the merger and GNL’s special meeting.

By Order of the Board of Directors of
Global Net Lease, Inc.
 
New York, New York
 
November 8, 2016
 
Timothy Salvemini
Secretary


 
 

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American Realty Capital Global Trust II, Inc.
405 Park Avenue, 14th Floor
New York, New York 10022
(212) 415-6500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 20, 2016

To the Stockholders of American Realty Capital Global Trust II, Inc.:

A special meeting of the stockholders of American Realty Capital Global Trust II, Inc., a Maryland corporation, which we refer to as Global II, will be held at 405 Park Avenue, New York, New York, on December 20, commencing at 4:00 p.m., local time, for the following purposes:

1. to consider and vote on a proposal to approve the merger of Global II with and into Mayflower Acquisition LLC, a Maryland limited liability company and a direct wholly owned subsidiary of GNL, pursuant to the Agreement and Plan of Merger, dated as of August 8, 2016, which we refer to as the merger agreement, by and among Global Net Lease, Inc., a Maryland corporation, which we refer to as GNL, Global Net Lease Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of GNL, Mayflower Acquisition LLC, Global II and American Realty Capital Global II Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Global II (a copy of the merger agreement is attached as Annex A to the joint proxy statement/prospectus accompanying this notice), and the other transactions contemplated by the merger agreement; and
2. to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate as determined by Global II, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement.

We will not transact any other business at the special meeting. Global II’s board of directors has fixed the close of business on October 25, 2016 as the record date for determination of Global II stockholders entitled to receive notice of, and to vote at, Global II’s special meeting and any postponements or adjournments of the special meeting. Only holders of record of Global II common stock at the close of business on the record date are entitled to receive notice of, and to vote at, Global II’s special meeting.

Approval of the proposal to approve the company merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of Global II common stock entitled to vote on the proposal at Global II’s special meeting. Approval of the proposal to adjourn the special meeting, if necessary or appropriate as determined by Global II, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement requires the affirmative vote of a majority of the votes cast on the proposal.

Global II’s board of directors has (1) determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair and reasonable to, and in the best interests of Global II and its stockholders and (2) approved the merger agreement, the merger and the other transactions contemplated thereby. Global II’s board of directors unanimously recommends that Global II stockholders vote FOR the proposal to approve the company merger and the other transactions contemplated by the merger agreement and FOR the proposal to adjourn the special meeting, if


 
 

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necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the special meeting, please authorize a proxy to vote your shares as promptly as possible. To authorize a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll-free telephone number listed on your proxy card or use the Internet as described in the instructions on the enclosed proxy card to authorize your proxy. Authorizing a proxy will assure that your vote is counted at the special meeting if you do not attend in person. If your shares of common stock are held in “street name” by your broker or other nominee, only your broker or other nominee can vote your shares and the vote cannot be cast unless you provide instructions to your broker or other nominee on how to vote or you obtain a legal proxy from your broker or other nominee. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares. You may revoke your proxy at any time before it is voted. Please review the joint proxy statement/prospectus accompanying this notice for more complete information regarding the merger and Global II’s special meeting.

By Order of the Board of Directors of
American Realty Capital Global Trust II, Inc.
 
New York, New York
November 8, 2016
 
Timothy Salvemini
Secretary


 
 

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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about GNL from other documents filed with the Securities and Exchange Commission, which we refer to as the SEC, that are not included or delivered with this joint proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 168.

GNL stockholders can contact D.F. King & Co., Inc., which we refer to as D.F. King, or GNL’s proxy solicitors, and Global II stockholders can contact Broadridge Investor Communication Solutions, Inc., which we refer to as Broadridge, or Global II’s proxy solicitors, at the following addresses and telephone numbers:

 
D.F. King & Co., Inc.
For Questions, GNL Stockholders May Call:
(800) 659-5550
For Questions, Brokers and Banks May Also Call:
(212) 269-5550
  Broadridge Investor Communication Solutions, Inc.
For Questions, Global II Stockholders May Call:
(855) 928-4487
For Questions, Brokers and Banks May Also Call:
(855) 928-4487

To Vote Toll Free, GNL and Global II Stockholders May Call: 1-800-690-6903

To receive timely delivery of the requested documents in advance of the applicable special meeting, you should make your request no later than December 16, 2016.

ABOUT THIS DOCUMENT

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by GNL with the SEC, constitutes a prospectus of GNL for purposes of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of GNL common stock to be issued to Global II stockholders and certain holders of limited partnership interest and Class B interest of American Realty Capital Global II Operating Partnership, L.P., in exchange for shares of Global II common stock pursuant to the merger agreement. This joint proxy statement/prospectus also constitutes a joint proxy statement for each of GNL and Global II for purposes of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. In addition, it constitutes a notice of meeting with respect to the special meeting of GNL stockholders and a notice of meeting with respect to the meeting of Global II stockholders.

You should rely only on the information contained or incorporated by reference into this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated November 8, 2016. You should not assume that the information contained in this document is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this document is accurate as of any date other than the date of such incorporated document. Neither our mailing of this document to GNL stockholders or Global II stockholders nor the issuance by GNL of shares of its common stock to Global II stockholders pursuant to the merger agreement will create any implication to the contrary.

We use certain defined terms throughout this prospectus that have the following meanings:

“Net Lease” means a lease to a tenant occupying the leased property (usually as a single tenant) pursuant to which the tenant bears all, or substantially all, of the costs and expenses of the property as if the tenant owned the property. There are various forms of net leases, most typically classified as “triple net” or “double net.” Triple net leases typically require the tenant to pay all costs associated with a property, including real estate taxes, insurance, utilities and common area maintenance in addition to lease or rental payments. Double net leases typically require the tenant to pay all the costs as triple net leases, but the landlord is responsible for capital expenditures, including the repair or replacement of specific structural and bearing components of a property, such as the roof or structure of the building.

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Accordingly, the owner of the property receives the rent “net” of these expenses, rendering the cash flow associated with the lease predictable for the term of the lease. Under a net lease, the tenant generally agrees to lease the property for a significant term and agrees that it will have either no ability or only limited ability to terminate the lease or abate rent prior to the expiration of the term of the lease as a result of real estate driven events such as casualty, condemnation or failure by the landlord to fulfill its obligations under the lease. Substantially all of the leases of GNL’s and Global II’s properties are net leases.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding GNL has been provided by GNL and information contained in this joint proxy statement/prospectus regarding Global II has been provided by Global II.

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  Page
QUESTIONS AND ANSWERS     1  
Summary     11  
The Companies     11  
The Company Merger, the Partnership Merger and the Merger Agreement     12  
Related Agreements     13  
Recommendation of the GNL Board     13  
Recommendation of the Global II Board     13  
Summary of Risk Factors Related to the Merger     14  
Stockholders Entitled to Vote; Vote Required     14  
Opinion of the GNL Special Commmittee’s Financial Advisor     16  
Opinion of Global II’s Financial Advisor     16  
Treatment of Restricted Stock     16  
Share Ownership of Directors and Executive Officers of GNL     17  
Share Ownership of Directors and Executive Officers of Global II     17  
Interests of the GNL Advisor and the Global II Advisor in the Merger     17  
Potential Conflicts     18  
Listing of Shares of GNL Common Stock     19  
No Stockholder Appraisal Rights in the Merger     19  
Conditions to Completion of the Merger     19  
Regulatory Approvals Required for the Merger     19  
Global II Acquisition Proposals; Change in Recommendation     20  
Termination of the Merger Agreement     20  
Expenses     20  
Material U.S. Federal Income Tax Consequences of the Merger     20  
Accounting Treatment of the Merger     21  
Comparison of Rights of GNL Stockholders and Global II Stockholders     21  
Recent Developments     21  
Selected Historical Financial Information of GNL     22  
Selected Historical Financial Information of Global II     23  
Selected Unaudited Pro Forma Consolidated Financial Information     24  
Unaudited Comparative Per Share Information     24  
Comparative GNL and Global II Market Price and Distribution Information     25  
Risk Factors     28  
Risk Factors Relating to the Merger     28  
Risk Factors Relating to GNL Following the Merger and GNL’s Operations Generally     34  
Risk Factors Relating to Global II     39  
Risks Factors Related to GNL’s Corporate Structure and Common Stock     41  
Cautionary Statement Concerning Forward-Looking Statements     44  

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  Page
The Companies     46  
Global Net Lease, Inc. and Mayflower Acquisition LLC     46  
American Realty Capital Global Trust II, Inc.     46  
The Combined Company     47  
Property Portfolio Information     49  
Contractual Obligations on a Pro Forma Basis After Giving Effect to the Merger and Recent and Pending Transactions     58  
Description of GNL Shares     59  
General     59  
Power to Reclassify Shares of GNL’s Stock     59  
Power to Increase Authorized Stock, Issue Preferred Stock and Additional Shares of GNL Common Stock     60  
Restrictions on Transfer and Ownership of Stock     60  
Transfer Agent and Registrar     63  
Listing of Common Stock     63  
The GNL Special Meeting     64  
Date, Time, Place and Purpose of GNL’s Special Meeting     64  
Recommendation of the GNL Board     64  
Record Date; Who Can Vote at GNL’s Special Meeting     64  
Vote Required for Approval; Quorum     64  
Abstentions and Broker Non-Votes     65  
Manner of Authorizing Proxy     65  
Revocation of Proxies or Voting Instructions     66  
Tabulation of the Votes     66  
Solicitation of Proxies     66  
Proposals Submitted to GNL Stockholders     67  
Proposal No. 1: GNL Proposal to Approve Transaction     67  
Recommendation of the GNL Board     67  
Proposal No. 2: GNL Adjournment Proposal     67  
Recommendation of the GNL Board     67  
The Global II Special Meeting     68  
Date, Time, Place and Purpose of Global II’s Special Meeting     68  
Recommendation of the Global II Board     68  
Record Date; Who Can Vote at Global II’s Special Meeting     68  
Vote Required for Approval; Quorum     68  
Abstentions and Broker Non-Votes     69  
Manner of Authorizing Proxy     69  
Revocation of Proxies or Voting Instructions     70  
Solicitation of Proxies     70  

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  Page
Proposals Submitted to Global II Stockholders     71  
Proposal No. 1: Global II Company Merger Proposal     71  
Recommendation of the Global II Board     71  
Proposal No. 2: Global II Adjournment Proposal     71  
Recommendation of the Global II Board     71  
The Merger     72  
General     72  
Background of the Merger     72  
Recommendation of the GNL Board and Its Reasons for the Merger     86  
Recommendation of the Global II Board and Its Reasons for the Merger     89  
Opinion of the GNL Special Committee’s Financial Advisor     92  
Certain Unaudited Projections Used by the GNL Board and the GNL Special Committee’s Financial Advisor     99  
Opinion of the Global II Special Committee’s Financial Advisor     101  
Certain Unaudited Projections Used by the Global II Board and the Global II Special Committee’s Financial Advisor     107  
Interests of Global II’s Directors and Executive Officers in the Merger     109  
Interests of the GNL Advisor and the Global II Advisor in the Merger     110  
Potential Conflicts     111  
Security Ownership of GNL’s Directors and Executive Officers and Current Beneficial Owners     112  
Security Ownership of Global II’s Directors and Executive Officers and Current Beneficial Owners     114  
Regulatory Approvals Required for the Merger     115  
Accounting Treatment     115  
Listing of GNL Common Stock     116  
Deregistration of Global II Common Stock     116  
Restrictions on Sales of Shares of GNL Common Stock Received in the Merger     116  
Material U.S. Federal Income Tax Consequences     117  
Material U.S. Federal Income Tax Consequences of the Merger     118  
REIT Qualification of GNL and Global II     119  
Material U.S. Federal Income Tax Consequences of Owning and Disposing of GNL Common Stock     120  
The Merger Agreement     137  
Form, Effective Time and Consummation of the Company Merger and the Partnership Merger     137  
Consideration to be Received in the Merger     138  
Representations and Warranties     138  
Definition of “Material Adverse Effect”     140  
Conditions to Completion of the Mergers     141  
Covenants and Agreements     143  
Termination of the Merger Agreement     153  

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  Page
Termination Fees and Expenses     154  
Miscellaneous Provisions     156  
Related Agreements     157  
No Appraisal Rights     157  
Comparison of Rights of GNL Stockholders and Global II Stockholders     158  
General     158  
Certain Differences Between the Rights of GNL Stockholders and Global II Stockholders     158  
Stockholder Proposals     167  
Global II 2017 Annual Stockholder Meeting and Stockholder Proposals     167  
Legal Matters     167  
Experts     167  
Where You Can Find More Information; Incorporation by Reference     168  
Index to Unaudited Pro Forma Consolidated Financial Statements     F-1-1  
Index to Consolidated Financial Statements     F-2-1  
Annex A — Agreement and Plan of Merger     A-1  
Annex B — Opinion of the GNL Special Committee’s Financial Advisor     B-1  
Annex C — Opinion of the Global II Special Committee’s Financial Advisor     C-1  
Annex D — Global II Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Six Months Ended June 30, 2016     D-1  

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QUESTIONS AND ANSWERS

The following are some questions that GNL stockholders and Global II stockholders may have regarding the proposals being considered at GNL’s special meeting and Global II’s special meeting and brief answers to those questions. GNL and Global II urge you to read carefully this entire joint proxy statement/prospectus, including the Annexes, and the other documents to which this joint proxy statement/prospectus refers or incorporates by reference because the information in this section does not provide all the information that might be important to you. Unless stated otherwise, all references in this joint proxy statement/prospectus to “GNL” are to Global Net Lease, Inc., a Maryland corporation; all references to “Global II” are to American Realty Capital Global Trust II, Inc., a Maryland corporation; all references to “Merger Sub” or the surviving company are to Mayflower Acquisition LLC, a Maryland limited liability company and a direct wholly owned subsidiary of GNL; all references to the “merger agreement” are to the Agreement and Plan of Merger, dated as of August 8, 2016, by and among GNL, Merger Sub, Global II, Global Net Lease Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of GNL (which is referred to as the GNL OP), and American Realty Capital Global II Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Global II (which is referred to as the Global II OP), a copy of which is attached as Annex A to this joint proxy statement/prospectus and is incorporated herein by reference, all references to the “company merger” are to the merger of Global II with and into Merger Sub pursuant to the terms of the merger agreement. Pursuant to the merger agreement, the Global II OP will merge with and into the GNL OP, with the GNL OP being the surviving entity. The foregoing is referred to as the “partnership merger.” Unless context suggests otherwise, “merger” or “mergers” refers to the company merger and the partnership merger.

Q: What is the proposed transaction?
A: GNL and Global II have entered into a merger agreement pursuant to which Global II will merge with and into Merger Sub, with Merger Sub surviving the company merger as a direct wholly owned subsidiary of GNL. In addition, pursuant to the merger agreement, the Global II OP will merge with and into the GNL OP, with the GNL OP being the surviving entity. At the effective time of the company merger, each issued and outstanding share of Global II common stock will be converted into the right to receive 2.27 shares of GNL common stock, par value $0.01 per share. Instead of fractional shares, Global II stockholders will receive cash, without interest, in an amount equal to the product of (a) such fractional part of a share of GNL common stock, multiplied by (b) the per share closing price of GNL common stock on the NYSE on the date of the closing of the mergers, as reported in the Wall Street Journal. In addition, at the effective time of the partnership merger, each outstanding limited partnership interest of the Global II OP, including units of Class B interest, which we refer to as the Class B Units and collectively with the limited partnership interests of the Global II OP as Global II OP Units, other than those owned by Global II, will be converted into the right to receive 2.27 shares of GNL common stock. Each outstanding unit of interest in the Global II OP owned by Global II, which we refer to as Company Owned Global II OP Units, will be converted into the right to receive 2.27 GNL OP Units. Global II, as the sole general partner of the Global II OP, and GNL, as the sole general partner of the GNL OP, have each approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable. Stockholders of GNL and Global II are not being asked to separately vote on the partnership merger. The aggregate value of the nominal consideration to be received by Global II stockholders will depend on the price of GNL common stock at the time of the closing of the merger.

Examples of the potential effects of fluctuations in the closing price per share of GNL common stock on the aggregate value of the nominal consideration to be received by Global II stockholders in the merger are illustrated in the following table, based upon a range of hypothetical closing prices. The prices set

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forth in the following table have been included for representative purposes only. We cannot assure you as to what the value of the GNL common stock to be issued in the merger will be at or following the effective time.

     
     Price Per Share of
GNL Common Stock
  Value per 2.27 Shares of
GNL Common Stock
    
     $ 10.00     $ 22.70           
     $ 9.00     $ 20.43           
     $ 8.00     $ 18.16           
     $ 7.00     $ 15.89           
     $ 6.00     $ 13.62           
     $ 5.50     $ 12.49           

The following chart indicates the stock price of GNL common stock for the relevant periods:

   
Month ended   High   Low
October 31, 2016   $ 8.23     $ 7.25  
September 30, 2016   $ 8.52     $ 7.80  
August 31, 2016   $ 8.77     $ 8.20  
July 29, 2016   $ 8.82     $ 7.67  
June 30, 2016   $ 8.75     $ 7.46  
May 31, 2016   $ 8.94     $ 7.88  
April 29, 2016   $ 8.98     $ 8.20  
March 31, 2016   $ 8.65     $ 7.73  
February 29, 2016   $ 8.00     $ 6.89  
January 29, 2016   $ 8.16     $ 5.77  
Q: Why are GNL and Global II proposing the merger?
A: The GNL Board and the Global II Board believe that the merger will provide a number of significant potential strategic opportunities and benefits that will be in the best interests of their respective stockholders. The combined company is expected to become a premier global net lease real estate investment trust. The GNL Board believes that the merger will, among other things:
•   increase the size and scale of GNL and enhance the potential for additional index inclusion and potential for securing investment grade ratings;
•   provide revenue growth for GNL going forward through contractual rent escalation combined with real estate acquisitions;
•   further balance GNL’s European and U.S. portfolio exposure while diversifying the industry types of GNL’s tenants;
•   be accretive to AFFO (on a projected basis) in the first year post-acquisition; and
•   increase access to capital markets due to a strong combined company balance sheet, positioning GNL well for future growth.

Based on the recommendation of the Global II Special Committee, the Global II Board has determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair and reasonable to, and in the best interests of Global II and its stockholders after careful consideration of a number of factors including:

•   the merger consideration, consisting of 2.27 shares of GNL common stock per share of Global II common stock, which will be listed on the New York Stock Exchange;
•   the liquidity opportunity for Global II stockholders desiring to liquidate their investment after the merger;

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•   the difficulty of achieving potential strategic alternatives, including access to public equity capital markets or continuing to grow on a stand-alone basis; and
•   the opportunity for Global II stockholders to continue ownership in the combined company, through shares of GNL common stock, which is expected to provide a number of significant potential strategic opportunities and benefits including, but not limited to, lower cost of capital and increased diversification.

To review the reasons of the GNL Board for the merger in greater detail, see “The Merger —  Recommendation of the GNL Board and Its Reasons for the Merger” beginning on page 86. To review the reasons of the Global II Board for the merger in greater detail, see “The Merger —  Recommendation of the Global II Board and Its Reasons for the Merger” beginning on page 89.

Q: Why are the operating partnerships of GNL and Global II merging?
A: Both GNL and Global II operate as Umbrella Partnership Real Estate Investment Trusts, or UPREITs, which is a structure whereby a REIT owns a direct interest in a single operating partnership, and such operating partnership, in turn, owns the properties or other entities that own properties. The GNL OP and the Global II OP are operating partnerships of GNL and Global II, respectively. GNL is the sole general partner of the GNL OP and owns the majority of the equity interests in the GNL OP, and Global II is the sole general partner of the Global II OP and owns the majority of the equity interests in the Global II OP. GNL is required to conduct all of its activities through the GNL OP by the limited partnership agreement of the GNL OP and the partnership merger satisfies this requirement.
Q: Why am I receiving this joint proxy statement/prospectus?
A: The GNL Board and the Global II Board are using this joint proxy statement/prospectus to solicit proxies of GNL stockholders and Global II stockholders in connection with the merger agreement and the merger. In addition, GNL is using this joint proxy statement/prospectus as a prospectus for Global II stockholders because GNL is offering shares of its common stock to be issued in exchange for shares of Global II common stock in the merger.

In order to complete the merger, GNL stockholders must vote to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement.

In order to complete the merger, Global II stockholders must vote to approve the company merger and the other transactions contemplated by the merger agreement.

GNL and Global II will hold separate special meetings of their respective stockholders to obtain these approvals. This joint proxy statement/prospectus contains important information about the merger and the special meetings of the stockholders of GNL and Global II, and you should read it carefully. The enclosed voting materials allow you to vote your shares of GNL common stock or Global II common stock as applicable, without attending the applicable special meeting.

We encourage you to authorize your proxy as promptly as possible.

Q: Will Global II stockholders who participated in Global II’s distribution reinvestment plan immediately prior to its suspension be able to continue to participate in such a plan?
A: Global II has suspended its distribution reinvestment plan because of the merger. GNL does not currently maintain a company-sponsored distribution reinvestment plan. Accordingly, if the merger is consummated, Global II stockholders will no longer participate in any company-sponsored distribution reinvestment plan.
Q. What will be the distribution rate on a Global II stockholder’s original investment?
A: Each Global II stockholder currently receives $1.775 of annual distributions per share, representing an annual distribution of 7.10% on invested capital of $25.00 per share. Following the merger, Global II stockholders will be entitled to receive ongoing distributions paid by GNL to stockholders of GNL. Based on GNL’s current annual distribution rate of $0.71 per share of common stock, each Global II

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stockholder will receive $1.61 annually in distributions with respect to the 2.27 shares of GNL common stock received in the merger. This represents an annual distribution of 6.44% on invested capital of $25.00 per share.

   
  Current   After the
merger
     Invested
Capital of
$25.00
  Invested
Capital of
$25.00
Distribution Rate     7.10 %      6.44 % 

Future distributions or dividends by GNL are not guaranteed, and there can be no assurance of any future returns that Global II stockholders might receive as common stockholders of GNL. See “Risk Factors —  GNL cannot ensure you that it will be able to continue paying distributions at the current rate” beginning on page 34.

Q: When and where is the special meeting of GNL stockholders?
A: GNL’s special meeting will be held at 405 Park Avenue, New York, New York, on December 20, 2016 commencing at 3 p.m., local time.
Q: When and where is the special meeting of Global II stockholders?
A: Global II’s special meeting will be held at 405 Park Avenue, New York, New York, on December 20, 2016 commencing at 4 p.m., local time.
Q: Who can vote at the special meeting?
A: All GNL stockholders of record as of the close of business on October 25, 2016, the record date for determining stockholders entitled to notice of and to vote at GNL’s special meeting, are entitled to receive notice of and to vote at GNL’s special meeting. As of the record date, there were 170,421,684 shares of GNL common stock outstanding, including 179,571 unvested restricted shares, and entitled to vote at GNL’s special meeting, held by approximately 36,687 holders of record. Each share of GNL common stock is entitled to one vote on each proposal presented at GNL’s special meeting.

All Global II stockholders of record as of the close of business on October 25, 2016, the record date for determining stockholders entitled to notice of and to vote at Global II’s special meeting, are entitled to receive notice of and to vote at Global II’s special meeting. As of the record date, there were 12,512,087 shares of Global II common stock outstanding, including unvested restricted shares, held by approximately 6,317 holders of record. Each share of Global II common stock entitled to vote at Global II’s special meeting is entitled to one vote on each proposal presented.

Q: What constitutes a quorum?
A: GNL’s bylaws provide that the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting will constitute a quorum.

Global II’s charter and bylaws provide that the presence in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast constitutes a quorum at a meeting of its stockholders.

Shares that are voted, broker non-votes and shares abstaining from voting are treated as being present at GNL’s special meeting and Global II’s special meeting, as applicable, for purposes of determining whether a quorum is present.

Q: What vote is required to approve the proposals at GNL’s special meeting and Global II’s special meeting?
A: Approval of the proposal of GNL to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement requires the affirmative vote of at least a majority of the votes cast on the proposal, provided that a quorum is present. Approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated

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by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders, requires the affirmative vote of a majority of the votes cast by holders of shares of GNL common stock on the proposal. GNL’s bylaws authorize the chairman of the meeting to adjourn the meeting in the discretion of the chairman and without any action by the stockholders regardless of whether a quorum is present.

Approval of the proposal of Global II to approve the company merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of Global II common stock entitled to vote on the proposal. Approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement requires the affirmative vote of a majority of the votes cast by holders of shares of Global II common stock on the proposal. Global II’s bylaws authorize the chairman of the meeting to adjourn the meeting in the discretion of the chairman and without any action by the stockholders regardless of whether a quorum is present.

YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO AUTHORIZE YOUR PROXY AS PROMPTLY AS POSSIBLE.

Q: If my shares of GNL common stock are held in “street name” by my broker or other nominee, will my broker or other nominee vote my shares of GNL common stock for me? What happens if I do not vote for a proposal?
A: Because all of the proposals to be submitted to the stockholders at GNL’s special meeting are non-routine matters, brokers will not have discretion to vote shares on the proposals without direction from the beneficial holders under applicable stock exchange rules, so it is possible that there may be “broker non-votes” on each proposal. Therefore, unless you instruct your broker or other nominee how to vote your shares of GNL common stock held in street name, your shares will NOT be voted. If you hold your shares in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in street name), you must provide your broker or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your broker or other nominee on the enclosed voting instruction card. You should also be aware that you may not vote shares of GNL common stock held in street name by returning a proxy card directly to GNL or by voting in person at GNL’s special meetings unless you provide a “legal proxy,” which you must obtain from your broker or other nominee.

If you are a GNL stockholder, abstentions and broker non-votes, if any, will be counted in determining the presence of a quorum. Abstentions and broker non-votes are not counted as votes cast on the proposal and otherwise will have no effect on the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement or the proposal to adjourn the special meeting, if necessary or appropriate as determined by GNL, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement.

Q: If my shares of Global II common stock are held in “street name” by my broker or other nominee, will my broker or other nominee vote my shares of Global II common stock for me? What happens if I do not vote for a proposal?
A: Because all of the proposals to be submitted to the stockholders at Global II’s special meeting are non-routine matters, brokers will not have discretion to vote shares on the proposals without direction from the beneficial holders under applicable stock exchange rules, so it is possible that there may be “broker non-votes” on each proposal. Therefore, unless you instruct your broker or other nominee how to vote your shares of Global II common stock held in street name, your shares will NOT be voted. If you hold your shares in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in street name), you must provide your broker or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your broker or other nominee on the enclosed voting instruction card. You should also be aware that you may not vote shares of Global II

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common stock held in street name by returning a proxy card directly to Global II or by voting in person at Global II’s special meetings unless you provide a “legal proxy,” which you must obtain from your broker or other nominee.

If you are a Global II stockholder, abstentions and broker non-votes, if any, will be counted in determining the presence of a quorum. Abstentions and broker non-votes will have the same effect as a vote against the proposal to approve the transactions contemplated by the merger agreement, but will not have any effect on the proposal to adjourn the special meeting, if necessary or appropriate as determined by Global II, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement.

Q: What are the anticipated U.S. federal income tax consequences to me of the proposed merger?
A: The parties intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, and the completion of the merger is conditioned on the receipt by GNL and Global II of an opinion from their tax counsel to the effect that the merger will qualify as a reorganization. Assuming the merger qualifies as a reorganization, U.S. Stockholders of Global II common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of GNL common stock in exchange for Global II common stock in connection with the merger, except with respect to cash received in lieu of fractional shares of GNL common stock. All holders of Global II common stock should read the discussion under the heading “Material U.S. Federal Income Tax Consequences” beginning on page 117 of this joint proxy statement/prospectus and consult their tax advisors as to the U.S. federal income tax consequences of the merger, as well as the effects of any other federal, state, local and non-U.S. tax laws.
Q: Where will my shares of GNL common stock be publicly traded?
A: Shares of GNL common stock are currently traded on the New York Stock Exchange, which we refer to as the NYSE, under the symbol “GNL.” GNL will apply to have the new shares of GNL common stock also listed on the NYSE upon the consummation of the merger and the authorization of the listing of the new shares of GNL common stock is a condition to closing the merger. We anticipate that upon the consummation of the merger, the shares of GNL common stock issued in the merger will trade on the NYSE under the symbol “GNL.” On August 5, 2016, the last full trading date before the public announcement of the execution of the merger agreement by GNL and Global II, the closing price per share of GNL common stock was $8.63, and on November 7, 2016, the latest practicable trading date before the date of this joint proxy statement/prospectus, the closing price per share of GNL common stock was $7.27.
Q: Are Global II stockholders entitled to appraisal rights?
A: No. Global II stockholders are not entitled to exercise the right of objecting stockholders under the Maryland General Corporation Law, which we refer to as the MGCL, to receive fair value of their shares because, as permitted by the MGCL, Global II’s charter states that stockholders are not be entitled to exercise any rights of an objecting stockholder (i.e. appraisal rights) unless the Global II Board, upon the affirmative vote of a majority of the board, determines otherwise. The merger agreement prohibits Global II from granting dissenters’ or appraisal rights. Thus, the Global II Board did not make this determination.
Q: How does the GNL Board recommend that GNL stockholders vote?
A: The GNL Board has (a) determined that the merger agreement and the merger, including the issuance of GNL common stock in connection with the merger, are advisable and in the best interests of GNL and its stockholders; (b) approved the merger agreement, the merger and the other transactions contemplated thereby; and (c) approved the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement. William M. Kahane, a director of GNL and founder of AR Global, recused himself from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement. All references in this joint proxy statement/prospectus to “unanimous” actions by the GNL Board means an action of the GNL Board with Mr. Kahane abstaining.

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Because the GNL Board is comprised of only Mr. Kahane and three independent directors and Mr. Kahane abstained, the recommendation of the GNL Board was made only by the members of the GNL Special Committee.

The GNL Board unanimously recommends that GNL stockholders vote FOR the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement. For a more complete description of the recommendation of GNL Board, see “The Merger —  Recommendation of the GNL Board and Its Reasons for the Merger” beginning on page 86.

Q: How does the Global II Board recommend that Global II stockholders vote?
A: Based on the unanimous recommendation of the Global II Special Committee, which consisted of all of the independent directors of Global II, the Global II Board has (a) determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair and reasonable to, and in the best interests of Global II and its stockholders, and (b) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The Global II Board unanimously recommends that Global II stockholders vote FOR the proposal to approve the company merger and the other transactions contemplated by the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement. For a more complete description of the recommendation of the Global II Board, see “The Merger — Recommendation of the Global II Board and Its Reasons for the Merger” beginning on page 89.

Q: Do any of GNL’s executive officers or directors and Global II’s executive officers or directors have interests in the merger that may differ from those of GNL stockholders and Global II stockholders, respectively?
A: Some of GNL’s directors and its executive officers have interests in the merger that are different from, or in addition to, the interests of GNL stockholders. The independent members of the GNL Board were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that GNL stockholders vote FOR the proposal to approve the transactions contemplated by the merger agreement. For a description of these interests, refer to the sections entitled “The Merger — Interests of the GNL Advisor and the Global II Advisor in the Merger” beginning on page 110 and “The Merger — Potential Conflicts” beginning on page 111.

In addition, some of Global II’s directors and its executive officers have interests in the merger that are different from, or in addition to, the interests of Global II stockholders. The independent members of the Global II Board were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that Global II stockholders vote FOR the proposal to approve the transactions contemplated by the merger agreement. For a description of these interests, refer to the sections entitled “The Merger — Interests of Global II’s Directors and Executive Officers in the Merger” beginning on page 109, “The Merger — Interests of the GNL Advisor and the Global II Advisor in the Merger” beginning on page 110 and “The Merger — Potential Conflicts” beginning on page 111.

Q: Do the GNL Advisor and the Global II Advisor and their affiliates have interests in the merger that may differ from those of GNL stockholders and Global II stockholders?
A: Global Net Lease Advisors, LLC, which we refer to as the GNL Advisor, is a Delaware limited liability company that serves as the external advisor of GNL pursuant to an advisory agreement which we refer to as the GNL Advisory Agreement. The GNL Advisor is directly owned by Global Net Lease Special Limited Partner, LLC, a Delaware limited liability company, which we refer to as the GNL Special

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Limited Partner, and which is wholly owned by AR Capital Global Holdings, LLC, a Delaware limited liability company, which we refer to as the Sponsor.

American Realty Capital Global II Advisors, LLC, which we refer to as the Global II Advisor, is a Delaware limited liability company that serves as the external advisor of Global II pursuant to an advisory agreement which we refer to as the Global II Advisory Agreement. The Global II Advisor is directly owned by American Realty Capital Global II Special Limited Partnership, LLC, a Delaware limited liability company, which we refer to as the Global II Special Limited Partner, and which is also wholly owned by the Sponsor.

In connection with the merger agreement:

125,110 Global II OP Units, including 125,020 Class B Units, and 90 limited partnership interests of the Global II OP, held by the Global II Advisor and other service providers, will be exchanged for 284,000 shares of GNL common stock.
6,932 unvested restricted shares of common stock held by independent directors of Global II will vest and will be exchanged for 15,735 shares of GNL common stock.
Based on the closing price of GNL common stock of $8.63 on August 5, 2016, the last trading date before the merger was announced, no amounts will be payable in respect of the special limited partner interest held by an affiliate of the Global II Advisor. If the closing price of GNL common stock exceeds $10.70 at the closing date of the company merger, the Global II Advisor will receive Global II OP Units having a value equal to 15% of the total return to stockholders in excess of a 6% cumulative, pre-tax, non-compounded return on their capital contributions. In connection with the mergers, such Global II OP Units would each be exchanged for 2.27 shares of GNL common stock.
The term of the GNL Advisory Agreement is longer than that of the Global II Advisory Agreement. While the Global II Advisory Agreement has a one-year renewable term which may be terminated by Global II on 45 days’ notice for cause (as defined in the Global II Advisory Agreement) or by the independent directors of the Global II Board on 60 days’ notice without cause or penalty, the GNL Advisory Agreement has an initial term that does not expire until June 1, 2035, with automatic renewals for consecutive five-year terms unless the independent members of the GNL Board elect not to renew or unless terminated in accordance with the terms of the GNL Advisory Agreement with payment of a termination fee of up to 2.5 times the compensation paid to the GNL Advisor in the previous year, plus expenses.
Q: How will GNL stockholders be affected by the merger and share issuance?
A: After completing the merger, each GNL stockholder will continue to own the shares of GNL common stock that the stockholder held immediately prior to the merger, albeit each GNL stockholder will own shares in a larger company with more assets. However, GNL will be issuing new shares of GNL common stock to Global II stockholders and Global II limited partners in the merger. Therefore, each outstanding share of GNL common stock immediately prior to the merger will represent a smaller percentage of the aggregate number of shares of GNL common stock outstanding after the consummation of the merger.
Q: What do I need to do now?
A: After you have carefully read this joint proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card and returning it in the enclosed preaddressed postage-paid envelope or, if available, by authorizing your proxy by one of the other methods specified in your proxy card or voting instruction card as promptly as possible so that your shares of GNL common stock or Global II common stock will be represented and voted at GNL’s special meeting or GNL’s special meeting, as applicable.

Please refer to your proxy card or voting instruction card forwarded by your broker or other nominee to see which voting options are available to you.

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The method by which you authorize a proxy will in no way limit your right to vote at GNL’s special meeting or Global II’s special meeting if you later decide to attend the meeting in person. However, if your shares of GNL common stock or Global II common stock are held in the name of a broker or other nominee, you must obtain a legal proxy, executed in your favor, from your broker or other nominee, to be able to vote in person at GNL’s special meeting or Global II’s special meeting.

Q: How will my proxy be voted?
A: All shares of GNL common stock entitled to vote and represented by properly completed proxies received prior to GNL’s special meeting, and not revoked, will be voted at GNL’s special meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares of GNL common stock should be voted on a matter, the shares of GNL common stock represented by your proxy will be voted as the GNL Board recommends and therefore FOR the approval of the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement.

All shares of Global II common stock entitled to vote and represented by properly completed proxies received prior to Global II’s special meeting, and not revoked, will be voted at Global II’s special meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares of Global II common stock should be voted on a matter, the shares of Global II common stock represented by your properly executed proxy will be voted as the Global II Board recommends and therefore FOR the proposal to approve the company merger and the other transactions contemplated by the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement.

Q: Can I revoke my proxy or change my vote after I have delivered my proxy?
A: Yes. You may revoke your proxy or change your vote at any time before your proxy is voted at GNL’s special meeting or Global II’s special meeting, as applicable. If you are a holder of record, you can do this in any of the three following ways:
by sending a written notice to the Secretary of GNL or the Secretary of Global II at the address set forth below, in time to be received before GNL’s special meeting or Global II’s special meeting, stating that you would like to revoke your proxy;
by completing, signing and dating another proxy card and returning it by mail in time to be received before GNL’s special meeting or Global II’s special meeting, or by authorizing a later dated proxy by the Internet or telephone in which case your later-authorized proxy will be recorded and your earlier proxy revoked; or
by attending GNL’s special meeting or Global II special meeting and voting in person. Simply attending GNL’s special meeting or Global II’s special meeting without voting will not revoke your proxy or change your vote.

If your shares of GNL common stock or Global II common stock are held in an account at a broker or other nominee and you desire to change your vote or vote in person, you should contact your broker or other nominee for instructions on how to do so.

Q: What should I do if I receive more than one set of voting materials for GNL’s special meeting or Global II’s special meeting?
A: You may receive more than one set of voting materials for GNL’s special meeting or Global II’s special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of GNL common stock or Global II common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of GNL common stock or Global II common stock.

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If you are a holder of record and your shares of GNL common stock or Global II common stock are registered in more than one name, you may receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or, if available, please authorize your proxy by telephone or over the Internet.
Q: What happens if I am a stockholder of both GNL and Global II?
A: You will receive separate proxy cards for each company and must complete, sign and date each proxy card and return each proxy card in the appropriate preaddressed postage-paid envelope or, if available, by authorizing a proxy by one of the other methods specified in your proxy card or voting instruction card for each company.
Q: Who can answer my questions?
A: If you have any questions about the merger or how to authorize your proxy, or need additional copies of this joint proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact:

 
If you are a GNL stockholder:
Global Net Lease, Inc.
Attention: Investor Relations
405 Park Avenue, 14th Floor
New York, New York 10022
(866) 802-0063
www.globalnetlease.com
  If you are a Global II stockholder:
American Realty Capital Global Trust II, Inc.
Attention: Investor Relations
405 Park Avenue, 14th Floor
New York, New York 10022
(866) 802-0063
www.arcglobaltrust2.com

You can also contact the proxy solicitors hired by GNL and Global II as follows:

 
If you are a GNL stockholder:
D.F. King & Co., Inc.
For Questions, GNL Stockholders May Call:
(800) 659-5550
For Questions, Brokers and Banks May Also Call:
(212) 269-5550
  If you are a Global II stockholder:
Broadridge Investor Communication Solutions, Inc.
For Questions, Global II Stockholders May Call:
(888) 928-4487
For Questions, Brokers and Banks May Also Call:
(855) 928-4487

If you would like to obtain information relating to the value of GNL common stock to be issued on a per share basis as of the latest practicable date, you may call Investor Relations at: 1-866-802-0063.

To Vote Toll Free, both GNL and Global II Stockholders May Call: 1-800-690-6903.

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SUMMARY

The following summary highlights some of the information contained in this joint proxy statement/prospectus. This summary may not contain all of the information that is important to you. For a more complete description of the merger agreement, the merger and the other transactions contemplated thereby, GNL and Global II encourage you to read carefully this entire joint proxy statement/prospectus, including the attached Annexes. GNL and Global II encourage you to read the information incorporated by reference into this joint proxy statement/prospectus, which includes important business and financial information about GNL that has been filed with the SEC. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.”

The Companies

Global Net Lease, Inc.

GNL is a Maryland corporation incorporated in July 2011 that qualified as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2013. In April 2012, GNL commenced an initial public offering on a “reasonable best efforts” basis, which closed on June 30, 2014. GNL common stock began trading on the NYSE under the symbol “GNL” on June 2, 2015. Substantially all of GNL’s business is conducted through its operating partnership, the GNL OP, of which GNL is the sole general partner.

GNL owns and operates a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. As of June 30, 2016, GNL owned 329 net leased commercial properties consisting of 18.7 million rentable square feet. Based on original purchase price, 60.4% of GNL’s properties are located in the United States (U.S.) and the Commonwealth of Puerto Rico, 20.8% are located in continental Europe, and 18.8% are located in the United Kingdom. The properties were 100% leased, with a weighted average remaining lease term of 10.8 years.

GNL’s principal executive offices are located at 405 Park Avenue, 14th Floor, New York, New York 10022. GNL’s Investor Relations telephone number is (866) 802-0063. Merger Sub is a Maryland limited liability company and a direct wholly owned subsidiary of GNL that was formed for the purpose of entering into the merger agreement. Additional information about GNL and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” on page 168.

American Realty Capital Global Trust II, Inc.

Global II is a Maryland corporation incorporated in April 2014 that qualified as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2015. Global II owns a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net leased commercial properties. Substantially all of Global II’s business is conducted through the Global II OP, of which Global II is the sole general partner.

As of June 30, 2016, Global II owned 16 properties comprised of 4.2 million rentable square feet, which were 99.9% leased with a weighted average remaining lease term of 8.5 years. In constructing the portfolio, Global II has been committed to diversifying by industry, tenant and geography.

Global II’s principal executive offices are located at 405 Park Avenue, 14th Floor, New York, New York 10022. Global II’s Investor Relations telephone number is (866) 802-0063.

Global II and GNL each were indirectly sponsored by AR Capital, LLC, the predecessor entity to AR Global Investments, LLC, which we refer to as AR Global. GNL’s property manager, Global Net Lease Properties, LLC, referred to as the GNL Property Manager, is under common control with AR Global. Global II’s property manager, American Realty Capital Global II Properties, LLC, which we refer to as the Global II Property Manager, is under common control with AR Global. AR Global and its affiliates, including the GNL Advisor and Global II Advisor, provide investment, management and advisory services, as well as

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certain acquisition and debt capital services to GNL and Global II, as applicable. GNL and Global II pay management fees and certain other fees to, and reimburse certain expenses of, the GNL Advisor and Global II Advisor, respectively.

The Combined Company

Following completion of the merger, GNL will continue to focus on acquiring and owning a diversified portfolio of commercial properties, emphasizing sale-leaseback transactions involving single tenant net-leased commercial properties. As of June 30, 2016, after giving effect to the closing of the merger, the combined company would have owned 345 net leased commercial properties consisting of 23.0 million rentable square feet. Based on original purchase price, 49.8% of the combined company’s properties are located in the United States (U.S.) and the Commonwealth of Puerto Rico, 27.3% are located in continental Europe and 22.9% are located in the United Kingdom. The properties were 100% leased, with a weighted average remaining lease term of 10.4 years.

Substantially all of the Company’s business will continue to be conducted through the GNL OP, and the combined company will continue to be externally managed by the GNL Advisor. The combined company’s properties will be managed and leased by the GNL Property Manager.

The combined company will seek to:

support a stable dividend by generating stable, consistent cash flow by acquiring properties with, or entering into new leases with, long lease terms;
facilitate dividend growth by acquiring properties with, or entering into new leases with, contractual rent escalations or inflation adjustments included in the lease terms; and
enhance the diversity of its asset base by continuously evaluating opportunities in different geographic regions of the U.S. and Europe, leveraging the market presence of the GNL Advisor in the U.S. and the GNL Service Provider in the United Kingdom and Continental Europe.

As of June 30, 2016, GNL, assuming the mergers are consummated, on a pro forma basis, owned a portfolio with the following characteristics:

345 properties;
with an occupancy rate of approximately 100%;
leased to 99 different retail and other commercial enterprises doing business in 41 separate industries;
located in seven countries;
with approximately 23.0 million square feet of leasable space; and
with an average leasable space per property of approximately 66,572 square feet.

The Company Merger, the Partnership Merger and the Merger Agreement

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, Global II will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct wholly owned subsidiary of GNL. In addition, the merger agreement provides for the merger of the Global II OP with and into the GNL OP with the GNL OP being the surviving entity.

In the company merger, each share of Global II common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 2.27 shares of GNL common stock.

In connection with the partnership merger, each outstanding Global II OP Unit will be converted into the right to receive 2.27 shares of GNL common stock, and each outstanding Company Owned Global II OP Unit will be converted into the right to receive 2.27 GNL OP Units. See “The Merger Agreement — Consideration to be Received in the Merger” beginning on page 138.

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Based on the closing price of GNL common stock of $8.63 and $7.27 on August 5, 2016, the last full trading date before the public announcement of the execution of the merger agreement by GNL and Global II, and November 7, the aggregate value of the merger consideration to be received by Global II stockholders would be approximately $247.6 million and $208.6 million, respectively, based on the number of shares outstanding of Global II common stock on November 7, 2016. The market value of the merger consideration ultimately received by Global II stockholders will depend on the closing price of GNL common stock on the day that the merger is consummated. See “Risk Factors —  Risk Factors Relating to the Merger” beginning on page 28.

A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated herein by reference. GNL and Global II encourage you to carefully read the merger agreement in its entirety because it is the principal document governing the merger.

Related Agreements

Concurrently with the execution of the merger agreement on August 8, 2016, Global II and the Global II OP entered into a termination agreement with the Global II Advisor, the Global II Property Manager, Moor Park Capital Global II Advisors Limited, which we refer to as the Global II Service Provider, and other service providers providing for termination of the advisory, service provider, property management and leasing, European property management and leasing and performance-related distribution agreements, as applicable, immediately prior to, and contingent upon, the closing of the merger. The termination agreement provides for payment by each of the parties of all fees and reimbursements owing as of the date of the merger, provided that no fees are payable solely as the result of the terminations. The termination agreement provides for waiver and release of all claims by each of the parties, other than amounts owing prior to the effectiveness of the termination agreement and certain continuing indemnification obligations.

Recommendation of the GNL Board

The GNL Board has (a) determined that the merger agreement, the merger, including the issuance of the GNL common stock in connection with the merger are advisable and in the best interests of GNL and its stockholders; (b) approved the merger agreement, the merger and the other transactions contemplated thereby, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement.

The GNL Board unanimously recommends that GNL stockholders vote FOR the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock pursuant to the merger agreement.

Recommendation of the Global II Board

The Global II Board has (a) determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair and reasonable to, and in the best interests of Global II and its stockholders, and (b) approved the merger agreement, the merger and the other transactions contemplated thereby.

The Global II Board unanimously recommends that Global II stockholders vote FOR the proposal to approve the company merger and the other transactions contemplated by the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement.

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Summary of Risk Factors Related to the Merger

You should consider carefully all the risk factors together with all of the other information included in this joint proxy statement/prospectus before deciding how to vote. The risks related to the merger and the related transactions are described under the caption “Risk Factors — Risk Factors Relating to the Merger” beginning on page 28.

The exchange ratio is fixed and will not be adjusted for any change in the market price of GNL common stock or the value of Global II’s common stock.
The merger and related transactions are subject to certain closing conditions, including approval by stockholders of GNL and Global II.
Potential payment obligations if the merger does not occur.
Failure to complete the merger could negatively impact the stock price of GNL, the value of Global II common stock, and the future business and financial results of both GNL and Global II.
The pendency of the merger could adversely affect the business and operations of GNL and Global II.
Some of the directors and executive officers of GNL and Global II have interests in seeing the merger completed that are different from, or in addition to, those of the other GNL and Global II stockholders. See “— Potential Conflicts” below.
If the merger is not consummated by March 23, 2017, either GNL or Global II may terminate the merger agreement.
Global II has a greater concentration of investments in properties located in foreign countries (including in the United Kingdom) than does GNL.
Global II has a higher ratio of debt to total assets than does GNL.

Stockholders Entitled to Vote; Vote Required

GNL

GNL stockholders who owned shares of GNL common stock at the close of business on October 25, 2016, which is referred to as GNL’s record date, are entitled to notice of, and to vote at, GNL’s special meeting. On GNL’s record date, there were 170,421,684 shares of GNL common stock outstanding, including unvested restricted shares, and entitled to vote at GNL’s special meeting, held by approximately 36,687 holders of record. Each share of GNL common stock is entitled to one vote on each proposal to be voted on at GNL’s special meeting.

At GNL’s special meeting, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting will constitute a quorum. Because all of the proposals to be submitted to the stockholders at GNL’s special meeting are non-routine matters, brokers will not have discretion to vote shares on the proposals without direction from the beneficial holders under applicable stock exchange rules, so it is possible that there may be “broker non-votes” in respect of the company merger proposal. Abstentions and broker non-votes, if any, will be counted in determining whether a quorum is present at GNL’s special meeting, but abstentions and broker non-votes are not counted as votes cast on the proposals and otherwise will have no effect on the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement or the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement. Broker non-votes will also have no effect on this proposal as long as a quorum is present at the meeting.

Approval of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement requires the affirmative vote of at least a majority of the votes cast on the proposal, provided that a quorum is

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present. Although GNL was not required to obtain stockholder approval of the transactions contemplated by the merger agreement under Maryland law, the GNL Board determined to seek approval of at least a majority of the votes cast on the proposal, provided that a quorum is present. Approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement, requires the affirmative vote of a majority of the votes cast by holders of shares of GNL common stock on the proposal. GNL’s bylaws authorize the chairman of the meeting to adjourn the meeting in the discretion of the chairman and without any action by the stockholders regardless of whether a quorum is present.

Your vote is very important. You are encouraged to authorize your proxy as promptly as possible. If you do not indicate how your shares of GNL common stock should be voted on a matter, the shares of GNL common stock represented by your properly executed proxy will be voted as the GNL Board recommends and therefore FOR the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement. If you do not provide voting instructions to your broker or other nominee, your shares of GNL common stock will NOT be voted at the meeting and will be considered broker non-votes.

Global II

Stockholders who owned shares of Global II common stock at the close of business on the record date October 25, 2016, which is referred to as Global II’s record date, are entitled to notice of, and to vote at, Global II’s special meeting. On Global II’s record date, there were 12,512,087 shares of Global II common stock outstanding, including unvested restricted shares, held by approximately 6,317 holders of record, all of which were entitled to vote at Global II’s special meeting.

At Global II’s special meeting, the presence in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast at such meeting will constitute a quorum. Because all of the proposals to be submitted to the stockholders at Global II’s special meeting are non-routine matters, brokers will not have discretion to vote shares on the proposals without direction from the beneficial holders under applicable stock exchange rules, so it is possible that there may be “broker non-votes” on each proposal. Abstentions and broker non-votes, if any, will be counted in determining whether a quorum is present at Global II’s special meeting. Abstentions and broker non-votes will have the same effect as a vote against the proposal to approve the company merger and the other transactions contemplated by the merger agreement, but will not have any effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement.

Approval of the proposal to approve the company merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of Global II common stock entitled to vote on this proposal. The approval of the proposal to adjourn Global II’s special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other transactions contemplated by the merger agreement requires the affirmative vote of a majority of the votes cast by holders of Global II common stock on this proposal. Global II’s bylaws authorize the chairman of the meeting to adjourn the meeting in the discretion of the chairman and without any action by the stockholders regardless of whether a quorum is present.

Your vote is very important. You are encouraged to authorize your proxy as promptly as possible. If you do not indicate how your shares of Global II common stock should be voted on a matter, the shares of Global II common stock represented by your properly executed proxy will be voted as the Global II Board recommends and therefore FOR the proposal to approve the company merger and the other transactions contemplated by the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the company merger and the other

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transactions contemplated by the merger agreement. If you do not provide voting instructions to your broker or other nominee, your shares of Global II common stock will NOT be voted at the meeting and will be considered broker non-votes.

Opinion of the GNL Special Committee’s Financial Advisor

On August 7, 2016, at a meeting of the special committee comprised solely of independent directors of the GNL Board, which we refer to as the GNL Special Committee, held to evaluate the proposed merger, UBS Securities LLC, which we refer to as UBS, delivered to the GNL Special Committee an oral opinion, confirmed by delivery of a written opinion, dated August 8, 2016, to the effect that, as of that date and based on and subject to various procedures, assumptions and matters considered and the qualifications and limitations described in its opinion, the exchange ratio provided for in the mergers was fair, from a financial point of view, to GNL.

The full text of UBS’ opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. UBS’ opinion is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. GNL stockholders are encouraged to read UBS’ opinion carefully in its entirety. UBS’ opinion was provided for the benefit of the GNL Special Committee (in its capacity as such) in connection with and for the purpose of its evaluation of the exchange ratio in the mergers, and does not address any other aspect of the mergers. UBS’ opinion does not address the relative merits of the mergers or any related transaction as compared to other business strategies or transactions that might be available to GNL or GNL’s underlying business decision to effect the mergers or any related transaction. UBS’ opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any related transaction.

See “The Merger — Opinion of the GNL Special Committee’s Financial Advisor” beginning on page 92.

Opinion of the Global II Special Committee’s Financial Advisor

On August 5, 2016, BMO Capital Markets, which we refer to as BMO, rendered an oral opinion to the special committee comprised solely of independent directors of the Global II Board, which we refer to as the Global II Special Committee, and the Global II Board, which was subsequently confirmed in a written opinion as of the same date, which we refer to as the BMO opinion, to the effect that as of such date, and based upon and subject to the assumptions made, matters considered and limitations and qualifications upon the review undertaken by BMO, the exchange ratio was fair, from a financial point of view, to Global II’s common stockholders.

The full text of the BMO opinion is attached to this proxy statement as Annex C. You should read the BMO opinion in its entirety for a discussion of, among other things, the scope of the review undertaken and the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by BMO in connection with the BMO opinion. The Global II Special Committee and Global II encourage you to read the BMO opinion carefully and in its entirety. This summary is qualified in its entirety by reference to the full text of the BMO opinion. BMO’s opinion is directed to the Global II Special Committee and the Global II Board, in its capacity as such, and addressed only the fairness of the exchange ratio from a financial point of view, as of the date of the BMO opinion, to Global II’s common stockholders pursuant to the merger agreement to such holders.

See “The Merger — Opinion of the Global II Special Committee’s Financial Advisor” beginning on page 101.

Treatment of Restricted Stock

Pursuant to and as further described in the merger agreement, each share of Global II restricted stock held by the independent directors of Global II and outstanding as of immediately prior to the effective time of the merger will become fully-vested and will convert into the right to receive the merger consideration.

See “The Merger Agreement — Consideration to be Received in the Merger — Merger Consideration” beginning on page 138.

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Share Ownership of Directors and Executive Officers of GNL

At the close of business on November 7, 2016, the directors and executive officers of GNL, AR Global and their affiliates held and were entitled to vote 669,489 shares of GNL common stock (including unvested restricted share units and shares held by AR Global and OP units), collectively representing less than one percent of the shares of GNL common stock outstanding and entitled to vote on that date. The directors and executive officers of GNL have each indicated that they expect to vote FOR the proposal to approve the transactions contemplated by the merger agreement, including the issuance of GNL common stock to Global II stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders pursuant to the merger agreement.

Share Ownership of Directors and Executive Officers of Global II

At the close of business on November 7, 2016, the directors and executive officers of Global II and their affiliates held 17,637 shares of Global II common stock (including unvested restricted shares, collectively representing less than one percent of the shares of Global II common stock outstanding and entitled to vote on that date). On October 25, 2016, Global II’s record date, there were 12,512,087 shares of Global II common stock outstanding, including unvested restricted shares, held by approximately 6,317 holders of record, all of which were entitled to vote at Global II’s special meeting.

Interests of the GNL Advisor and the Global II Advisor in the Merger

In considering the recommendation of the GNL Board and the Global II Board to approve the company merger and the other transactions contemplated by the merger agreement, GNL stockholders and Global II stockholders should be aware that some of GNL’s and Global II’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of GNL stockholders and Global II stockholders, respectively.

The GNL Advisor and the Global II Advisor are each indirectly owned by the Sponsor through the GNL Special Limited Partner and the Global II Special Limited Partner, respectively.

Messrs. Kahane, a member of the GNL Board, and Weil, a member of the Global II Board, directly or indirectly control AR Global, which is the parent of each of the GNL Special Limited Partner, the direct owner of the GNL Advisor and the GNL Property Manager, and the Global II Special Limited Partner, the direct owner of the Global II Advisor. Mr. Bowman is the chief executive officer of GNL and Global II, and owns a minority interest in the GNL Advisor and the Global II Advisor. All of GNL’s and Global II’s executive officers are officers and employees of the GNL Advisor, Global II Advisor and their respective affiliates.

In connection with the merger agreement, 90 Global II OP Units and 8,888 shares of Global II common stock held by the Global II Advisor and its affiliates will be exchanged for an aggregate of 20,380 shares of GNL common stock and 125,020 Class B Units held by the Global II Advisor and its other service providers will vest and will be exchanged for 283,795 shares of GNL common stock. In addition, 6,932 unvested restricted shares of common stock held by independent directors of Global II will vest and will be exchanged for 15,735 shares of GNL common stock.

The advisory agreement between Global II and the Global II Advisor, which we refer to as the Global II Advisory Agreement, grants the Global II Advisor a right (the special limited partner interest) to receive subordinated distributions from the Global II OP equal to 15% of all distributions of net sales proceeds (as defined in the Global II charter) after return to the Global II stockholders and the Global II OP’s limited partners of net sales proceeds equal to their capital contributions, plus distributions of net sales proceeds and operating income equal to a 6% cumulative, pre-tax, non-compounded return on their capital contributions. Based on the closing price of GNL common stock of $8.63 on August 5, 2016, the last trading date before the merger was announced, the Global II Advisor will not receive any distributions in respect of its special limited partner interest. If the closing price of GNL common stock exceeds $10.70 on the closing date of the merger, however the Global II Advisor will receive a distribution in the form of Global II OP Units having a value

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equal to 15% of the total return to stockholders in excess of 6%, which Global II OP Units will be converted into the right to receive 2.27 shares of GNL common stock per Global II OP Unit.

Concurrently with the execution of the merger agreement on August 8, 2016, Global II and the Global II OP entered into a termination agreement with the Global II Advisor, the Global II Property Manager, the Global II Service Provider, and other service providers. The termination agreement provides for payment by each of the parties of all fees and reimbursements owing as of the date of the merger, provided that no fees are payable solely as the result of the terminations. The termination agreement provides for waiver and release of all claims by each of the parties, other than amounts owing prior to the effectiveness of the termination agreement and certain continuing indemnification obligations.

Pursuant to the GNL Advisory Agreement, following the merger the variable base management fee paid to the GNL Advisor will increase by an annual amount equal to 1.25% of the value of the GNL common stock issued pursuant to the merger agreement, or approximately $2.6 million based on the $7.27 share price as of November 7, 2016. This increase is, however, less than the annual asset management fees under the Global II Advisory Agreement, which are equal to not less than 0.75% of the cost of Global II’s investments, or approximately $4.9 million on an annual basis. In addition, the GNL Advisor will be eligible to earn incentive compensation on Core AFFO (as defined in the GNL Advisory Agreement) (which is expected to increase following the closing of the merger due to the addition of Global II’s portfolio) in excess of certain hurdle rates. Although the aggregate base management fees will be lower under the GNL Advisory Agreement, the term of the GNL Advisory Agreement is longer than that of the Global II Advisory Agreement. While the Global II Advisory Agreement has a one-year renewable term, which may be terminated by Global II on 45 days’ notice for cause (as defined in the Global II Advisory Agreement) or by the independent directors of the Global II Board on 60 days’ notice without cause or penalty, the GNL Advisory Agreement has an initial term of 20 years, with automatic renewals for consecutive five-year terms unless terminated in accordance with the terms of the GNL Advisory Agreement with payment of a termination fee of up to 2.5 times the compensation paid to the GNL Advisor in the previous year, plus expenses.

Potential Conflicts

In addition to the conflicts discussed elsewhere in this joint proxy statement/prospectus, AR Global and its affiliates, as the sponsor, directly or indirectly, of both GNL and Global II, have certain conflicts in connection with the merger, including:

All of Global II’s officers are officers of GNL. William M. Kahane, a director of GNL, and Edward M. Weil, Jr., a director of Global II, directly or indirectly control AR Global, which is the parent of each of the GNL Special Limited Partner, the direct owner of the GNL Advisor and the GNL Property Manager, and the Global II Special Limited Partner, the direct owner of the Global II Advisor.
GNL’s independent directors have served or currently serve as independent directors on the board of directors of certain other AR Global-sponsored REITs. P. Sue Perrotty, a director of GNL, has served as an independent director of American Realty Capital Healthcare Trust III since August 2014, New York REIT since September 2014, American Realty Capital Daily Net Asset Value Trust, Inc. from August 2013 until August 2014 and American Realty Capital Hospitality Trust, Inc. from September 2013 until September 2014. Abby Wenzel, a director of GNL, also has served as an independent director of American Realty Capital New York City REIT, Inc. since March 2014, American Realty Capital Hospitality Trust, Inc. since September 2013 and American Realty Capital Trust IV, Inc. from May 2012 until January 2014. Governor Edward G. Rendell, a director of GNL, has served as an independent director of Healthcare Trust, Inc. since December 2015, American Realty Capital — Retail Centers of America, Inc. from February 2011 to March 2012 and since October 2012, as an independent director of the Business Development Corporation of America since January 2011, of Business Development Corporation II since August 2014, of American Realty Capital Trust III, Inc. from March 2012 until February 2013 and American Realty Capital Properties, Inc. from February 2013 until April 2015.
Global II’s independent directors have served or currently serve as independent directors on the board of directors of certain other AR Global-sponsored REITs. Lee M. Elman, a director of Global

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II, has also served on the board of directors of American Realty Capital New York City REIT Inc. since February 2016. Robert H. Burns, a director of Global II, has served a director of New York REIT Inc. since October 2009 and as a director of American Realty Capital Hospitality Trust, Inc. since September 2014. Mr. Burns also served as a director of Healthcare Trust Inc. from March 2012 until January 2015, American Realty Capital Trust III Inc. from January 2011 to March 2012, American Finance Trust, Inc. from January 2013 until September 2014 and American Realty Capital Trust Inc. from January 2008 until January 2013.
After the merger, affiliates of AR Global will continue to act as an advisor to GNL and other AR Global-sponsored REITs. Certain of these AR Global-sponsored REITs have investment objectives similar to those of the combined company. Those entities may compete with the combined company for investment, tenant and financing opportunities.

See “Questions and Answers — Do the GNL Advisor and the Global II Advisor and their affiliates have interests in the merger that may differ from those of GNL stockholders and Global II stockholders?” beginning on page 7.

Listing of Shares of GNL Common Stock

Approval of the listing on the NYSE of the shares of GNL common stock to be issued to Global II stockholders pursuant to the merger agreement, subject to official notice of issuance, is a condition to each party’s obligation to complete the merger. GNL has agreed to use commercially reasonable efforts to cause the shares of GNL common stock to be issued to Global II stockholders pursuant to the merger agreement to be approved for listing.

No Stockholder Appraisal Rights in the Merger

Global II stockholders are not entitled to exercise appraisal rights (or rights of an objecting shareholder) in connection with the merger. See “No Appraisal Rights” beginning on page 157.

Conditions to Completion of the Merger

A number of conditions must be satisfied or waived, where legally permissible, before the merger can be consummated. These include, among others:

approval of the company merger and the other transactions contemplated by the merger agreement by Global II stockholders;
the absence of any law or order by any governmental authority restricting, preventing or prohibiting the consummation of the mergers;
the Form S-4 will have been declared effective and no stop order suspending the effectiveness of the Form S-4 will have been issued;
the shares of GNL common stock to be issued in connection with the merger will have been authorized for listing on the NYSE, subject to official notice of issuance; and
receipt by Global II and GNL of an opinion dated as of the closing date from Proskauer Rose LLP, which we refer to as Proskauer, regarding the qualification of the merger as a reorganization within the meaning of Section 368(a) of the Code.

Neither GNL nor Global II can give any assurance as to when or if all of the conditions to the consummation of the merger will be satisfied or waived or that the merger will occur.

For more information regarding the conditions to the consummation of the merger and a complete list of such conditions, see “The Merger Agreement — Conditions to Completion of the Mergers” beginning on page 141.

Regulatory Approvals Required for the Merger

The merger may be subject to the regulatory requirements of municipal, state and federal, domestic or foreign, governmental agencies and authorities. Nevertheless, neither GNL nor Global II is aware of any regulatory approvals that are expected to prevent the consummation of the merger. See “The Merger —  Regulatory Approvals Required for the Merger” beginning on page 115.

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Global II Acquisition Proposals; Change in Recommendation

Until 11:59 p.m. (New York City time) on September 22, 2016, which is referred to as the “go shop period end time,” Global II and the Global II OP had the right to, directly or indirectly, initiate, solicit, encourage or facilitate any inquiries or the making of any proposal, offer or other action that constitutes, or may reasonably lead to any acquisition proposal. Global II did not receive any acquisition proposals or potential acquisition proposals prior to the go shop period end time. Following the go shop period end time, Global II has agreed to not initiate, solicit, encourage or facilitate any inquiries or the making of any proposal, offer or other action that constitutes, or may reasonably lead to any acquisition proposal. See “The Merger Agreement — Covenants and Agreements — Global II Acquisition Proposals; Change in Recommendation” beginning on page 146.

Termination of the Merger Agreement

GNL and Global II may mutually agree to terminate the merger agreement before completing the merger, even after receipt of approval of transactions contemplated by the merger agreement by the GNL stockholders or approval of the company merger and the other transactions contemplated by the merger agreement by the Global II stockholders.

In addition, either GNL or Global II (so long as it is not at fault) may decide to terminate the merger agreement if:

the merger is not consummated by March 23, 2017;
there is a final, non-appealable order or injunction prohibiting the merger;
GNL stockholders fail to approve the transactions contemplated by the merger agreement; or
Global II stockholders fail to approve the company merger and the other transactions contemplated by the merger agreement.

Global II may also decide to terminate the merger agreement if:

GNL, the GNL OP or Merger Sub materially breaches the merger agreement and does not cure such breach within a specified period;
GNL, the GNL Board or the GNL Special Committee, for any reason, has effected a GNL change in recommendation; or
Global II or the Global II OP enters into an alternative acquisition agreement with respect to a superior proposal, provided that Global II concurrently pays the termination payment.

GNL has reciprocal termination rights as Global II as described above.

For more information regarding the rights of GNL and Global II to terminate the merger agreement, see “The Merger Agreement — Termination of the Merger Agreement” beginning on page 153.

Expenses

Generally, all fees and expenses incurred in connection with the merger and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses. However, each of GNL and Global II are obligated to pay the other party an amount up to $5.0 million in expense reimbursement in certain circumstances. Additionally, the merger agreement provides for the payment of a termination fee by GNL or Global II in the amount of $6.0 million in certain circumstances.

For more information regarding the expense reimbursement, see “The Merger Agreement — Termination Fees and Expenses” beginning on page 154.

Material U.S. Federal Income Tax Consequences of the Merger

The parties intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and it is a condition to the completion of the merger that GNL and Global II receive a written opinion from their tax counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming the merger qualifies as a reorganization, U.S. Stockholders (as

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defined in the section entitled “Material U.S. Federal Income Tax Consequences” beginning on page 117) of Global II common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their Global II common stock solely for GNL common stock pursuant to the merger, except with respect to cash received in lieu of fractional shares of GNL common stock. U.S. Stockholders will recognize gain or loss attributable to cash received in lieu of their fractional shares of GNL common stock. Any gain recognized generally will be long-term capital gain, provided certain holding period and other requirements are met.

Holders of GNL common stock will not recognize any gain or loss as a result of the merger as a result of their ownership of GNL common stock.

For further discussion of the material U.S. federal income tax consequences of the merger, see “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 118.

Holders of Global II common stock should consult their tax advisors to determine the tax consequences to them (including the application and effect of any other federal, state, local or non-U.S. income and other tax laws) of the merger.

Accounting Treatment of the Merger

The mergers will be accounted for as an integrated business combination transaction by GNL in accordance with Accounting Standards Codification Topic 805, Business Combinations. In applying the acquisition method specified by this guidance, it is necessary to identify an accounting acquirer which, in a transaction in which consideration consists solely of shares, is generally the entity that issues the shares. Other factors to consider, however, in identifying an accounting acquirer include, but are not limited to, the relative size of the merging company, the relative voting interests of the respective stockholders, the composition of senior management, the composition of the board of directors, the existences of a large minority voting interest and the terms of the exchange of equity interests.

After consideration of these factors, GNL has been identified as the accounting acquirer. In reaching this conclusion, emphasis was placed on the relative size of the merging companies, the relative voting interests of the respective stockholders subsequent to the mergers and the fact that GNL initiated the transaction and will issue its shares as consideration. No premium will be paid to any stockholder group, and a large minority voting interest will not exist in the combined company. Accordingly, Global II’s assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) will be recorded at their respective fair value at the date of the mergers.

The estimated fair value of the assets acquired, liabilities assumed and consideration transferred may change significantly until such time that the mergers close. Consolidated financial statements of the combined company issued after the mergers will reflect these fair value adjustments and the consolidated results of operations subsequent to the date of the mergers. As GNL has been determined to be the accounting acquirer, its historical financial statements will become the historical financial statements of the combined company upon consummation of the mergers. Refer to the section entitled “Unaudited Pro Forma Consolidated Financial Statements” beginning on page F-1-2 of this joint proxy statement/prospectus.

Comparison of Rights of GNL Stockholders and Global II Stockholders

At the effective time of the merger, Global II stockholders will become stockholders of GNL and, accordingly, their rights will be governed by GNL’s charter and bylaws and the laws of the State of Maryland. GNL’s charter and bylaws contain provisions that are different from Global II’s charter and bylaws in a number of ways.

For a summary of certain differences between the rights of GNL stockholders and Global II stockholders, see “Comparison of Rights of GNL Stockholders and Global II Stockholders” beginning on page 158.

Recent Developments

GNL has formulated an asset recycling plan for the disposition of targeted properties, or the Asset Recycling Plan. GNL intends to use the proceeds of the Asset Recycling Plan for the reduction of post-merger combined company debt as well as other corporate uses. Pursuant to the Asset Recycling Plan, GNL’s

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management has identified 34 of GNL’s U.S. assets and two of GNL’s European assets for possible sale. As of the date of this joint proxy statement/prospectus, GNL has closed or is under contract or binding letter of intent for sale of 33 of the 34 U.S. assets. The purchase price of those 33 assets was $86.8 million and the contract sale price, or sale price contemplated in the letter of intent, if applicable, is $91.2 million. GNL’s management is currently marketing the remaining one U.S. asset and two European assets. The U.S. asset was purchased for $13.4 million. The two properties in Europe were purchased for a combined $84.4 million.

Global II has formulated a limited asset recycling plan for the disposition of two targeted properties, or the Global II Asset Recycling Plan. Global II intends to use the proceeds of the Global II Asset Recycling Plan for the reduction of its company debt as well as other corporate uses. Pursuant to the Global II Asset Recycling Plan, Global II’s management has identified one U.S. asset and one European asset for possible sale. While the Global II Board approved the Global II Asset Recycling Plan and authorized Global II’s management to engage brokers to assist with the sale of the identified properties and enter into negotiations with prospective buyers, as of the date of this joint proxy statement/prospectus, Global II is not under contract for the sale of either of the two properties. Each property sale pursuant to the Global II Asset Recycling Plan would require approval by the Global II Board, and would require approval by the GNL Board of a waiver of the covenant contained in the Merger Agreement restricting sales of properties. The two properties were purchased for a combined total of $108.0 million. The projections of Global II’s management provided to BMO did not assume the sale of any assets pursuant to the Asset Recycling Plan. The projections of GNL’s management provided to UBS assumed the sale of one asset owned by Global II following completion of the merger.

Selected Historical Financial Information of GNL

Presented below is the selected consolidated financial data of GNL as of and for the periods indicated.

The historical financial data as of December 31, 2015 and 2014 were derived from GNL’s historical audited consolidated financial statements which are included in this joint proxy statement/prospectus.

The historical financial data as of December 31, 2013, 2012 and 2011 were derived from GNL’s historical audited condensed consolidated financial statements.

The historical financial data as of June 30, 2016 were derived from GNL’s historical unaudited consolidated financial statements, which are included in this joint proxy statement/prospectus. In GNL’s opinion, such unaudited financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim June 30, 2016 financial information. Interim results for the six months ended and as of June 30, 2016 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2016.

You should read this selected historical financial information together with the consolidated financial statements included in reports that are included in this joint proxy statement/prospectus and their accompanying notes and management’s discussion and analysis of operations and financial condition of GNL contained in such reports.

           
  GNL Historical as of
     June 30,
2016
  December 31,
Balance sheet data (In thousands)   2015   2014   2013   2012   2011
Total real estate investments, at cost   $ 2,513,354     $ 2,546,304     $ 2,340,039     $ 196,908     $ 2,585     $  
Total assets   $ 2,436,306     $ 2,547,968     $ 2,428,797     $ 214,927     $ 2,933     $ 559  
Mortgage notes payable   $ 507,075     $ 531,708     $ 281,186     $ 76,904     $ 1,228     $  
Credit facility   $ 673,674     $ 717,286     $ 659,268     $     $     $  
Total liabilities   $ 1,265,887     $ 1,327,849     $ 1,012,128     $ 92,207     $ 3,729     $ 375  
Total equity   $ 1,170,419     $ 1,220,119     $ 1,416,669     $ 122,720     $ (796 )    $ 184  

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  GNL Historical Results for the
Operating data (In thousands, except share and per share data)   Six Months
Ended
June 30,
2016
  Year Ended December 31,   Period from
July 13, 2011
(date of
inception) to
December 31,
2011
2015   2014   2013   2012
Total revenues   $ 108,150     $ 205,332     $ 93,383     $ 3,951     $ 30     $  
Operating expenses     71,129       172,123       136,943       10,007       433       16  
Operating income (loss)     37,021       33,209       (43,560 )      (6,056 )      (403 )      (16 ) 
Total other expenses     (13,551 )      (29,335 )      (11,465 )      (933 )      (10 )       
Income taxes (expense) benefit     (980 )      (5,889 )      1,431                    
Net income (loss)     22,490       (2,015 )      (53,594 )      (6,989 )      (413 )      (16 ) 
Non-controlling interests     (239 )      (50 )                         
Net income (loss) attributable to stockholders   $ 22,251     $ (2,065 )    $ (53,594 )    $ (6,989 )    $ (413 )    $ (16 ) 
Per share data:
                                                     
Dividends declared per common share   $ 0.36     $ 0.71     $ 0.71     $ 0.71     $ 0.71     $  
Net loss per common share – basic and diluted   $ 0.13     $ (0.01 )    $ (0.43 )    $ (1.28 )    $ (6.43 )      NM  
Weighted-average number of common shares outstanding, basic and diluted     168,948,472       174,309,894       126,079,369       5,453,404       64,252       22,222  

Selected Historical Financial Information of Global II

Presented below is the selected consolidated financial data of Global II as of and for the periods indicated. The selected financial data as of December 31, 2015 and 2014, and for the year ended December 31, 2015 and for the period ended from April 23, 2014 (date of inception) to December 31, 2014 have been derived from Global II’s historical audited consolidated financial statements, which are included in this joint proxy statement/prospectus.

The historical financial data as of June 30, 2016 were derived from Global II’s historical unaudited consolidated financial statements, which are included in this joint proxy statement/prospectus. In Global II’s opinion, such unaudited financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim June 30, 2016 financial information. Interim results for the six months ended and as of June 30, 2016 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2016.

You should read this selected historical financial information together with the consolidated financial statements included in reports that are included in this joint proxy statement/prospectus and their accompanying notes and management’s discussion and analysis of operations and financial condition of Global II contained in such reports.

     
  Global II Historical as of
     June 30,
2016
  December 31,
Balance sheet data (In thousands)   2015   2014
Total real estate investments, at cost   $ 586,360     $ 603,275     $ 33,460  
Total assets   $ 636,880     $ 677,120     $ 49,365  
Short term notes payable   $     $     $ 6,746  
Mortgage notes payable   $ 287,972     $ 281,442     $ 17,139  
Credit facililty   $     $ 28,630     $  
Mezzanine facility   $ 132,716     $ 136,777     $  
Total liabilities   $ 453,336     $ 476,989     $ 26,060  
Total stockholders’ equity   $ 183,544     $ 200,131     $ 23,305  

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  Global II Historical Results for the
Operating data (In thousands, except share and per share data)   Six Months
Ended June 30,
2016
  Year Ended
December 31,
2015
  Period from
April 23, 2014
(date of inception)
to December 31,
2014
Total revenues   $ 25,073     $ 21,648     $ 20  
Operating expenses     18,161       59,231       2,414  
Operating income (loss)     6,912       (37,583 )      (2,394 ) 
Total other expenses     (14,158 )      (9,133 )      (60 ) 
Income tax (expense) benefit     (540 )      2,201        
Net loss   $ (7,786 )    $ (44,515 )    $ (2,454 ) 
Per share data:
 
Basic and diluted net loss per common share   $ (0.63 )    $ (5.59 )    $ (3.58 ) 
Basic and diluted weighted average number of common shares outstanding     12,363,312       7,958,663       684,769  

Selected Unaudited Pro Forma Consolidated Financial Information

The following selected unaudited pro forma consolidated financial information as of and for the six months ended June 30, 2016 and for the year ended December 31, 2015 presents the pro forma effect of the merger on the combined results of operations and financial condition of the combined company as if the merger had become effective on January 1, 2015, with respect to statements of operations data and dividends/distributions declared, and on June 30, 2016 with respect to balance sheet data.

The selected unaudited pro forma consolidated financial information has been derived from and should be read in conjunction with the unaudited pro forma consolidated financial information and accompanying notes included in this joint proxy statement/prospectus beginning on page F-1-1. The unaudited pro forma consolidated financial information should be read in conjunction with GNL’s consolidated financial statements and Global II’s historical consolidated financial statements, including the notes thereto, which are included beginning on page F-2-1 of this joint proxy statement/prospectus.

The unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not purport to be indicative of the results that would actually have occurred if the transactions described above had occurred as presented in such statements or that may be obtained in the future. In addition, future results may vary significantly from the results reflected in such statements.

Unaudited Comparative Per Share Information

The following table sets forth, for the six months ended June 30, 2016, and for the year ended December 31, 2015, and as of January 1, 2016, selected per share information for GNL common stock on a historical and pro forma combined basis and for Global II common stock on a historical and pro forma equivalent basis, each on an unaudited basis after giving effect to the merger. The data is derived from and should be read in conjunction with the GNL and Global II audited consolidated financial statements and related notes, the unaudited condensed consolidated interim financial statements of GNL and Global II and related notes, and the unaudited pro forma condensed consolidated financial information and related notes, which are included elsewhere in this joint proxy statement/prospectus.

The pro forma consolidated Global II equivalent information shows the effect of the merger from the perspective of an owner of Global II common stock.

The unaudited pro forma per share data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transactions had been consummated at the beginning of the period presented, nor is it necessarily indicative of future operating results or financial position of the combined company. The pro forma adjustments are estimates based upon information and assumptions available at the time of the filing of this proxy statement/prospectus.

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The pro forma net income per share includes the combined income from continuing operations of GNL and Global II on a pro forma basis as if the transactions were consummated on June 30, 2016.

       
  GNL   Global II
     Historical   Pro Forma
Combined
  Historical   Pro Forma
Equivalent
As of June 30, 2016
                                   
Book value per common share   $ 6.76     $ 6.83     $ 14.60     $ 15.50  
For the Six Months Ended June 30, 2016
                                   
Basic and diluted net income (loss) attributable to stockholders per share   $ 0.13     $ 0.08     $ (0.63 )    $ (0.21 ) 
Dividends/distributions declared per common share   $ 0.36     $ 0.36     $ 0.88     $ 0.81  
For the Year Ended December 31, 2015
                                   
Basic and diluted net loss per share   $ (0.01 )    $ (0.24 )    $ (5.59 )    $ (2.44 ) 
Dividends/distributions declared per common share   $ 0.71     $ 0.71     $ 1.78     $ 1.61  

Comparative GNL and Global II Market Price and Distribution Information

GNL’s Market Price Data

GNL common stock is listed on the NYSE under the symbol “GNL.” This table sets forth, for the periods indicated, the high and low sales prices per share of GNL common stock, as reported by the NYSE, and dividends declared per share of GNL common stock.

     
  Price Per Share of
Common Stock
  Dividends
Declared Per
Share
     High   Low
2016
                          
First Quarter   $ 8.65     $ 5.77     $ 0.178  
Second Quarter   $ 8.98     $ 7.46     $ 0.178  
Third Quarter   $ 8.82     $ 7.67     $ 0.178  
Fourth Quarter through November 7, 2016   $ 8.23     $ 7.25     $ 0.118  
2015
                          
Second Quarter   $ 10.07     $ 8.75     $ 0.002 (1) 
Third Quarter   $ 9.20     $ 7.30     $ 0.178  
Fourth Quarter   $ 9.29     $ 7.76     $ 0.178  

(1) Cash distributions in the second quarter of 2015 represent dividends paid for June 2, 2015 based on a monthly dividend rate per share of $0.059.

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Global II’s Distribution Data

There is no established public trading market for shares of Global II common stock. This table sets forth, for the periods indicated, the aggregate amount of cash distributions paid, including distributions reinvested pursuant to the distribution reinvestment plan, during such quarter. The first distribution payment was made in December 2014, relating to the period from November 1, 2015 through November 30, 2015.

                               
  For the Period
from April 23,
2014 (date of
inception) to
December 31,
2014
  Three Months Ended   Period from
April 23, 2014
(date of inception)
to June 30,
2016
     March 31, 2015   June 30, 2015   September 30, 2015   December 31, 2015   March 31, 2016   June 30, 2016
(In thousands)     Percentage
of  
Distributions
    Percentage
of
Distributions
    Percentage
of
Distributions
    Percentage
of
Distributions
    Percentage
of
Distributions
    Percentage
of
Distributions
    Percentage
of
Distributions
    Percentage
of
Distributions
Distributions:(1)
                                                                                                                                               
Distributions paid in
cash
  $ 59              $ 426              $ 1,359              $ 2,322              $ 2,749              $ 2,967              $ 3,287              $ 13,169           
Distributions reinvested pursuant to the DRIP     28             254             951             1,971             2,409             2,436             2,247             10,296        
Total distributions   $ 87           $ 680           $ 2,310           $ 4,293           $ 5,158           $ 5,403           $ 5,534           $ 23,465        
Source of distributions coverage:
                                                                                                                                               
Cash flows provided by operations(1)   $       0 %    $       0 %    $       0 %    $       0 %    $       0 %    $ 2,967       54.9 %    $ 3,287       59.4 %    $ 6,254       27 % 
Proceeds from issuance of common stock     59       67.8 %      426       62.6 %      1,359       58.8 %      2,322       54.1 %      2,749       53.3 %            0.0 %            0.0 %      6,915       29.5 % 
Common stock issued under the DRIP/offering proceeds     28       32.2 %      254       37.4 %      951       41.2 %      1,971       45.9 %      2,409       46.7 %      2,436       45.1 %      2,247       40.6 %      10,296       43.9 % 
Total sources of distribution coverage   $ 87       100.0 %    $ 680       100.0 %    $ 2,310       100.0 %    $ 4,293       100.0 %    $ 5,158       100.0 %    $ 5,403       100.0 %    $ 5,534       100.0 %    $ 23,465       100.0 % 
Cash flows (used in) provided by operations (GAAP basis)   $ (2,840 )          $ (5,852 )          $ (6,843 )          $ (848 )          $ (14,400 )          $ 8,168           $ 487           $ (22,128 )       
Net loss (in accordance with GAAP)   $ (2,454 )          $ (8,219 )          $ (14,790 )          $ (51 )          $ (21,455 )          $ (4,663 )          $ (3,123 )          $ (54,755 )       

(1) Distribution amounts exclude distributions related to unvested restricted shares and Class B Units for the periods indicated.

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On October 5, 2012, the GNL Board authorized and GNL declared an annual distribution rate to $0.71 per share, which became payable commencing with GNL’s November 28, 2012 distribution, and $0.71 per share was paid in December 2012 to recordholders as of the close of business on November 30, 2012. If GNL continues to pay monthly cash distributions at the rate of $0.059166667 per share after the merger, this dividend, from the perspective of a holder of Global II common stock, would be equivalent to a monthly distribution of approximately $0.13 per share of Global II common stock, using the exchange ratio of 2.27.

Recent Closing Prices

The following table sets forth the closing per share sales prices of GNL common stock as reported on the NYSE, respectively, on August 5, 2016, the last full trading date before the public announcement of the execution of the merger agreement by GNL and Global II, and on November 7, 2016, the latest practicable trading date before the date of this joint proxy statement/prospectus:

 
  GNL Common
Stock
August 5, 2016   $ 8.63  
September 15, 2016   $ 7.94  
November 7, 2016   $ 7.27  

The market price of GNL common stock will fluctuate between the date of this joint proxy statement/prospectus and the effective time of the merger.

Following the transaction, GNL common stock will continue to be listed on the NYSE. GNL has agreed to use commercially reasonable efforts to cause the shares of GNL common stock to be issued to Global II stockholders pursuant to the merger agreement to be approved for listing on the NYSE prior to the effective time of the merger, subject to official notice of issuance, and the listing of the shares of GNL common stock to be issued to Global II stockholders is a condition to the closing of the merger. If the merger is completed, shares of Global II common stock will be deregistered under the Exchange Act.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 44, you should carefully consider the following risks before deciding whether to vote for (1) if you are a GNL stockholder, the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders in connection with the merger or (2) if you are a Global II stockholder, the approval of the company merger and other transactions contemplated by the merger agreement. In addition, you should read and consider the risks associated with the business of GNL because these risks will also affect the operations and financial results of the combined company, the ability of the combined company to pay distributions and the stock price of the combined company. Risks in relation to GNL can be found in GNL’s Annual Report on Form 10-K for the year ended December 31, 2015 and other reports filed by GNL with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 168. The occurrence of any of the risks discussed in this joint proxy statement/prospectus could have a material adverse effect on GNL’s or Global II’s business, results of operations, financial condition and the value of GNL common stock and Global II common stock, as well as the business, results of operations, financial condition of the combined company and the value of GNL common stock following the closing of the merger.

Risk Factors Relating to the Merger

The exchange ratio is fixed and will not be adjusted in the event of any change in either the market price of GNL common stock or the value of Global II common stock.

Upon the consummation of the merger, each share of Global II’s common stock will be converted into the right to receive 2.27 shares of common stock of GNL. This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of GNL common stock or the value of Global II common stock. Changes in the price of GNL common stock or the value of Global II common stock prior to the merger will affect the market value of the merger consideration that Global II stockholders will receive at the effective time of the merger and the value of the Global II common stock being acquired by GNL in the merger. Stock price changes may result from a variety of factors (many of which are beyond the control of GNL or Global II), including the following factors:

market reaction to the announcement of the terms of the merger or the prospects of the combined company;
changes in market assessments of the business, operations, financial position and prospects of either company;
market assessments of the likelihood that the merger will be completed;
interest rates, general market and economic conditions and other factors generally affecting the value of triple net lease payments or the price of GNL common stock or the value of Global II common stock;
federal, state and local legislation, governmental regulation and legal developments in the businesses in which GNL and Global II operate;
the impact of a decision by a majority of voters in the United Kingdom to exit the European Union, known as “Brexit,” which could adversely affect market rental rates and commercial real estate values in the United Kingdom and Europe, result in foreign currency exchange rate fluctuations and may, among other things, adversely affect GNL’s ability to secure debt financing and service future debt obligations; and
other factors beyond the control of GNL and Global II, including those described or referred to elsewhere in this “Risk Factors” section.

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The price of GNL common stock at the consummation of the merger will vary from the price on the date the merger agreement was executed. As a result, the market value of the merger consideration received by Global II stockholders will vary. For example, based on the range of closing prices of GNL common stock during the period from August 5, 2016, the last trading date before public announcement of the merger agreement, through November 7, 2016, the latest practicable date before the date of this joint proxy statement/prospectus, the exchange ratio of 2.27 shares of GNL common stock per share of Global II common stock represented a market value ranging from a low of $15.71 to a high of $19.64. The market for GNL common stock has experienced price and volume fluctuation. The value of Global II common stock is dependent on, among other factors, the market value of Global II’s properties. Factors such as operating performance, actual or anticipated differences in operating results, changes in market valuations of similar companies, strategic decisions by GNL or Global II, including the merger, or strategic decisions by GNL’s or Global II’s competitors, the realization of any of the other risk factors presented or incorporated by reference in this joint proxy statement/prospectus, and other factors, including factors unrelated to GNL’s or Global II’s performance such as general market conditions and changes in interest rates that may impact other companies, including GNL’s and Global II’s competitors, could cause the market price of GNL common stock, and the value of Global II’s common stock, to fluctuate.

Because the merger will be completed after the date of the special meetings, at the time of the special meetings, you will not know the exact market value of the GNL common stock that Global II stockholders will receive upon completing the merger. You should, therefore, consider the following additional risks:

if the price of GNL common stock increases between the date the merger agreement was signed and the effective date of the merger, Global II stockholders will receive shares of GNL common stock with a greater value than at the time the agreement was signed.
if the price of GNL common stock declines between the date the merger agreement was signed or the date of the special meetings and the effective time of the merger, then Global II stockholders will receive shares of GNL common stock that have a market value less than at the time the agreement was signed.

Therefore, Global II stockholders cannot be sure of the market value of the GNL common stock they will receive upon completion of the merger or at any time after the completion of the merger.

There is currently no active trading market for Global II common stock, so there is no easily discernable market value for Global II common stock. The value of Global II common stock at the consummation of the merger may vary from its value on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the special meetings. Therefore, GNL stockholders cannot be sure of the market value of Global II common stock to be exchanged upon completion of the merger.

The company merger and related transactions are subject to approval by stockholders of both GNL and Global II.

In order for the merger to be completed, Global II stockholders must approve the company merger and the other transactions contemplated by the merger agreement, which requires the affirmative vote of the holders of at least a majority of the outstanding shares of Global II common stock entitled to vote on this proposal at Global II’s special meeting. In addition, while a vote of GNL stockholders is not required to approve the company merger under Maryland law, if the GNL stockholders do not approve of the transactions contemplated by the merger agreement, including the issuance of shares of GNL common stock to Global II stockholders, by the affirmative vote of at least a majority of the votes cast on the proposal, provided that a quorum is present, the GNL Board retains the ability to terminate the merger agreement. If either or both of these votes are not obtained by March 23, 2017, the merger may not be consummated. The failure to achieve expected benefits and unanticipated costs relating to the merger could reduce GNL’s financial performance.

GNL and Global II stockholders may be diluted by the merger.

The merger will dilute the relative ownership position of the current GNL stockholders and result in Global II stockholders having an ownership stake in GNL that is smaller than their current stake in Global II. In connection with the company merger, GNL expects to issue approximately 28,402,437 shares of GNL

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common stock to the holders of Global II common stock, based on the number of shares of Global II common stock outstanding, including unvested restricted shares, on Global II’s record date. GNL stockholders and the former Global II stockholders are expected to hold approximately 86% and 14%, respectively, of the combined company’s common stock outstanding immediately after the merger. In addition, as of Global II’s record date, approximately 284,000 shares of GNL common stock were issuable in connection with the partnership merger. Consequently, GNL stockholders and Global II stockholders, as a general matter, will have less influence over the management and policies of GNL after the merger than each had over the management and policies of GNL and Global II, as applicable, immediately prior to the merger and will own a reduced percentage of the economic interests in the company.

If the merger does not occur, one of the companies may incur payment obligations to the other.

If the merger agreement is terminated under certain circumstances, GNL or Global II, as applicable, are obligated to pay the other party up to $5.0 million in expense reimbursements and may be obligated to pay a termination fee. Additionally, under certain circumstances, Global II may be obligated to pay GNL a termination fee in the amount of $6.0 million.

Failure to complete the merger could negatively impact the future business and financial results of either or both entities.

If the merger is not completed, the ongoing businesses of either or both entities could be adversely affected and each of GNL and Global II will be subject to several risks, including the following:

having to pay certain costs relating to the proposed merger, such as legal, accounting, financial advisor, filing, printing and mailing fees;
having to divert management focus and resources from operational matters and other strategic opportunities while working to implement the merger; and
failing to realize the expected benefits of the merger.

The pendency of the merger could adversely affect the business and operations of either or both entities.

In connection with the pending merger, some tenants or vendors of each of GNL and Global II may delay or defer decisions because of uncertainty concerning the outcome of the merger, which could negatively impact the revenues, earnings, cash flows and expenses of GNL and Global II, regardless of whether the merger is completed. In addition, due to operating covenants in the merger agreement, each of GNL and Global II may be unable, during the pendency of the merger, to pursue certain strategic transactions, undertake certain significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions that are not in the ordinary course of business, even if these actions would prove beneficial.

Certain of the directors and executive officers of each of GNL and Global II have interests in seeing the merger completed that are different from, or in addition to, those of the other GNL stockholders and Global II stockholders, respectively.

Certain of the directors and executive officers of each of GNL and Global II, including in their capacity as executives and members of the Global II Advisor, may have interests in the merger that are different from, or in addition to, those of the Global II stockholders and the GNL stockholders, respectively. All of the executive officers of GNL are also executive officers of Global II, the Global II Advisor and the Global II Property Manager. These interests include:

the continuing employment and employee benefits by the GNL Advisor or GNL Property Manager;
while the Global II Advisory Agreement has a term of one year and may be terminated on 45 days’ notice with cause or 60 days’ notice without cause or penalty (as defined in the Global II Advisory Agreement), the initial term of the GNL Advisory Agreement does not expire until June 1, 2035, subject to automatic renewals for consecutive five-year terms unless the independent members of the GNL Board elect not to renew or unless terminated in accordance with a change in control or for cause (as defined in the GNL Advisory Agreement) including payment by GNL of a termination fee of up to 2.5 times the compensation paid to the GNL Advisor in the previous year, plus expenses;

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all outstanding and unvested restricted shares of Global II held by Global II’s independent directors will vest upon closing of the merger; and
all outstanding Global II OP Units, some of which are indirectly owned by the directors and executive officers of each of GNL and Global II, will vest and will be converted into the right to receive 2.27 shares of GNL common stock.

These interests, among other things, may influence the directors and executive officers of each of GNL and Global II to support and approve the merger.

The merger agreement contains provisions that could discourage a potential competing acquiror or could result in any competing proposal being at a lower price than it might otherwise be.

Except for a 45 day go shop period that expired on September 22, 2016, the merger agreement contains “no shop” provisions that, subject to limited exceptions, restrict Global II’s ability to solicit, encourage, facilitate or discuss competing third-party proposals to acquire all or a significant part of Global II. In addition, if the Global II Board changes its recommendation and the merger agreement is terminated, Global II will be required to pay GNL a termination fee of $6.0 million. In addition, GNL generally has an opportunity to offer to modify the terms of the proposed merger in response to any competing acquisition proposals that may be made before the Global II Board may withdraw or qualify its recommendation. Both GNL and Global II may be required to pay a termination fee and expense reimbursement to the other in the case of a breach or failure to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement. GNL also may be required to pay a termination fee and expense reimbursement to Global II if the GNL Board or the GNL Special Committee change their recommendations to the GNL stockholders prior to the GNL stockholders voting on the proposals contained in this proxy statement.

These provisions could discourage a potential acquiror that might have an interest in acquiring all or a significant part of Global II from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the merger with GNL, or might result in a potential competing acquiror proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee or expense reimbursement that may become payable in certain circumstances.

The merger agreement contains provisions that grant the GNL Board and the Global II Board a general ability to terminate the merger agreement based on the exercise of the directors’ duties.

Either GNL or Global II may terminate the merger agreement, subject to the terms thereof, in response to a material event, circumstance, change or development that was not known to the applicable entity’s board of directors prior to the execution of the merger agreement (or if known, the consequences of which were not known or reasonably foreseeable), which event or circumstance, or any material consequence thereof, becomes known to the applicable entity’s board of directors prior to the effective time of the merger if the applicable entity’s board of directors determines in good faith, after consultation with outside legal counsel, that failure to change its recommendation with respect to the merger (and to terminate the merger agreement) would be inconsistent with the directors’ duties under applicable law. If the merger is not completed, the ongoing businesses of GNL and Global II could be adversely affected.

There may be unexpected delays in the consummation of the merger, which could impact the ability to timely achieve the benefits associated with the merger.

The merger agreement grants either GNL or Global II the right to terminate the merger agreement if the merger has not occurred by March 23, 2017. Certain events may delay the consummation of the merger. Some of the events that could delay the consummation of the merger include difficulties in obtaining the approval of GNL stockholders or Global II stockholders or satisfying the other closing conditions to which the merger is subject.

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The merger is subject to a number of conditions which, if not satisfied or waived, would adversely impact GNL’s ability to complete the transactions.

The merger is subject to certain closing conditions, including, among other things (a) the approval of the company merger and the other transactions contemplated by the merger agreement by the Global II stockholders, (b) the approval of the transactions contemplated by the merger agreement, including approving the issuance of GNL common stock to the Global II stockholders by the GNL stockholders (which is not specified as a closing condition, but if this approval is not obtained, either party will have the right to terminate the merger agreement), (c) the accuracy of the other parties’ representations and warranties and compliance with covenants, subject in each case to materiality standards and (d) certain other conditions described in “The Merger Agreement.” There can be no assurance these conditions will be satisfied or waived, if permitted or the occurrence of any effect, event, development or change will not transpire. Therefore, there can be no assurance with respect to the timing of the closing of the merger or whether the merger will be completed at all.

GNL will have additional indebtedness following the merger and may need to incur more in the future.

GNL will have additional indebtedness following completion of the merger. At June 30, 2016, GNL and Global II had total outstanding indebtedness of approximately $1,187 million and $426.3 million, respectively. The outstanding indebtedness of Global II at June 30, 2016 will be assumed or repaid using funds available under credit facilities of $426.3 million at the closing of the merger. The pro forma principal balance of GNL’s outstanding indebtedness, assuming the merger occurred on June 30, 2016, was approximately $1,595 million. GNL’s pro forma leverage ratio (total debt as a percentage of total purchase price of real estate investments, based on the exchange rate at the time of purchase), assuming the merger occurred on June 30, 2016, was 49.0%.

In addition, GNL may incur additional indebtedness in the future. The amount of this indebtedness could have material adverse consequences for the combined company, including:

hindering GNL’s ability to adjust to changing market, industry or economic conditions;
limiting GNL’s ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms or to fund acquisitions;
limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses; and
making the combined company more vulnerable to economic or industry downturns, including interest rate increases.

Moreover, to respond to competitive challenges, the combined company may be required to raise additional capital to execute its business strategy. GNL’s ability to arrange additional financing will depend on, among other factors, GNL’s financial position and performance, as well as prevailing market conditions and other factors beyond GNL’s control.

GNL and Global II expect to incur substantial expenses related to the merger and may be unable to realize the anticipated benefits of the merger or do so within the anticipated timeframe.

GNL and Global II expect to incur substantial expenses in connection with completing the merger. There are a number of factors beyond GNL’s and Global II’s control that could affect the total amount or the timing of these transaction expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction expenses associated with the merger could, particularly in the near term, exceed the savings that GNL expects to achieve following the completion of the merger.

The merger involves the combination of two companies that currently operate as independent public companies. Even though the companies are operationally similar, the combined company will be required to devote management attention and resources to integrating the properties and operations of GNL and Global II, which could prevent the combined company from fully achieving the anticipated benefits of the merger, including the expected annual general and administrative cost savings of up to $4.1 million.

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The market price of GNL common stock may decline as a result of the merger.

The market price of GNL common stock may decline as a result of the merger if the combined company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts, or the effect of the merger on GNL’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, following the effective time of the merger, GNL stockholders and former Global II stockholders will own interests in a combined company operating an expanded business with a different mix of properties, risks and liabilities. Current stockholders of GNL and Global II may not wish to continue to invest in the combined company, or for other reasons may wish to dispose of some or all of their shares of GNL common stock. If, following the effective time of the merger, there is selling pressure on GNL common stock that exceeds demand on the market price, the price of GNL common stock could decline.

After the merger is completed, Global II stockholders who receive GNL common stock in the merger will have different rights that may be less favorable than their current rights as Global II stockholders.

After the consummation of the merger, Global II stockholders will have different rights than they currently have as Global II stockholders, including, without limitation, certain voting rights and access to records. See “Comparison of Rights of GNL Stockholders and Global II Stockholders” beginning on page 158.

An adverse judgment in a lawsuit challenging the merger may prevent the merger from becoming effective or from becoming effective within the expected timeframe.

There may be lawsuits filed challenging the merger, which could, among other things, result in GNL and Global II incurring costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation or settlement of these claims. Further, an injunction could be issued, prohibiting the parties from completing the merger on the agreed-upon terms in the expected time frame, or may prevent it from being completed altogether. This type of litigation is often expensive and diverts management’s attention and resources, which could adversely affect the operation of GNL’s and Global II’s businesses.

Counterparties to certain significant agreements with Global II may have consent rights that may be triggered in connection with the merger.

Global II is party to certain agreements that give the counterparty certain rights, including consent rights, in connection with “change in control” transactions. Under certain of these agreements, the merger may constitute a “change in control” and, therefore, the counterparty may assert its rights in connection with the merger. Any such counterparty may request modifications of its agreements as a condition to granting a waiver or consent under those agreements and there can be no assurance that such counterparties will not exercise their rights under the agreements, including termination rights where available. In addition, the failure to obtain consent under one agreement may be a default under agreements and, thereby, trigger rights of the counterparties to such other agreements, including termination rights where available.

GNL may incur adverse tax consequences if Global II has failed or fails to qualify as a REIT for U.S. federal income tax purposes.

If Global II has failed or fails to qualify as a REIT for U.S. federal income tax purposes and the merger is completed, GNL may inherit significant tax liabilities and could lose its REIT status should disqualifying activities continue after the merger.

If the merger fails to qualify as a reorganization under the Code, there will be adverse tax consequences.

The parties intend that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code, and it is a condition to the obligations of both GNL and Global II to complete the merger that they each receive an opinion from Proskauer Rose LLP to that effect. This tax opinion will be based on factual representations made by GNL and Global II, and on customary assumptions. This tax opinion represents the legal judgment of outside counsel to GNL and Global II and is not binding on the IRS.

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If the merger were to fail to qualify as a reorganization, then a Global II shareholder generally would recognize gain or loss, as applicable, equal to the difference between (i) the sum of the amount of cash received (including cash received in lieu of a fractional GNL common share) and the fair market value of the GNL common shares received in the merger (determined at the effective time of the merger) and (ii) the Global II shareholder’s adjusted tax basis in the Global II shares deemed surrendered in the merger. Moreover, Global II would be treated as selling, in a taxable transaction, all of its assets to GNL, with the result that Global II would generally recognize gain or loss on the deemed transfer of its assets to GNL and, unless Global II has made distributions (which would be deemed to include for this purpose the cash and fair market value of the GNL common shares issued pursuant to the merger) to Global II shareholders in an amount at least equal to the net income or gain on the deemed sale of its assets to GNL, Global II could incur a significant current tax liability, which, as a result of the merger, GNL would be liable for.

Risk Factors Relating to GNL Following the Merger and GNL’s Operations Generally

GNL’s credit facility contains provisions that could limit its ability to pay certain restricted payments, including, dividends and other distributions in respect of GNL’s capital stock.

GNL’s credit facility imposes limitations on GNL’s ability to make certain restricted payments. Payment of such dividends and other distributions in respect of GNL’s capital stock would constitute a restricted payment under GNL’s credit facility. The credit agreement for GNL’s credit facility provides that, in order to make such a restricted payment, there must not be a continuing default under the credit facility at the time of payment or a default resulting from such payment and the amount of such payment, when added with all other restricted payments, cannot exceed 95% of modified funds from operations (as defined consistent with the Investment Program Association’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations).

When dividends or other distributions to holders of GNL’s capital stock become payable, GNL may be unable to satisfy the conditions required to make such a restricted payment under its credit facility and, therefore, may be unable to fund such an obligation from borrowings under such credit facility or at all without the approval of the lenders thereunder. If GNL makes such a restricted payment, GNL’s ability to make other restricted payments will be further constrained.

GNL cannot assure you that it will be able to continue paying distributions at the current rate, or increase distributions over time.

GNL plans to continue its current monthly distribution practices following the merger. However, GNL stockholders may not receive the same distributions following the merger for various reasons, including the following:

as a result of the merger and the issuance of shares of GNL common stock in connection with the merger, the total amount of cash required for GNL to pay distributions at its current rate will increase;
GNL may not have enough cash to pay such distributions due to changes in GNL’s cash requirements, capital spending plans, cash flow or financial position;
cash available for distributions may vary substantially from estimates;
rents from properties may not increase, and future acquisitions of properties, real estate-related debt or real estate-related securities may not increase GNL’s cash available for distributions to stockholders;
decisions on whether, when and in which amounts to make any future distributions will remain at all times entirely at the discretion of the GNL Board, which reserves the right to change GNL’s dividend practices at any time and for any reason;

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GNL may desire to retain cash to maintain or improve its credit ratings; and
the amount of distributions that GNL’s subsidiaries may distribute to GNL may be subject to restrictions imposed by state law, restrictions that may be imposed by state regulators and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.

GNL’s stockholders have no contractual or other legal right to dividends or distributions that have not been declared.

The future results of the combined company will suffer if the combined company does not effectively manage its expanded portfolio and operations following the merger.

Following the merger, the combined company will have an expanded portfolio and operations and likely will continue to expand its operations through additional acquisitions and other strategic transactions, some of which may involve complex challenges. The future success of the combined company will depend, in part, upon its ability to manage its expansion opportunities, integrate new operations into its existing business in an efficient and timely manner, successfully monitor its operations, costs, regulatory compliance and service quality, and maintain other necessary internal controls. The combined company cannot assure you that its expansion or acquisition opportunities will be successful, or that the combined company will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.

GNL has incurred operating losses and cannot guarantee that GNL will achieve profitability.

Since its inception in July 2011 through June 30, 2016, GNL has incurred cumulative net losses (calculated in accordance with U.S. GAAP) equal to $40.8 million. The extent of GNL’s future operating losses and the timing of the profitability are highly uncertain, and GNL may never achieve or sustain profitability.

GNL’s capital resources may be insufficient to support its operations. If GNL’s capital resources are not sufficient, GNL may not be able to, among other things:

identify and acquire investments that further its investment strategies;
respond to competition for its targeted real estate properties and other investments as well as for potential investors; and
continue to build and expand its operations structure to support its business.

GNL cannot guarantee that it will succeed in achieving these goals.

If the GNL Advisor loses or is unable to obtain key personnel, including in the event another AR Global-sponsored program internalizes an entity whose employees overlap with those of the GNL Advisor, GNL’s ability to implement its investment strategies could be delayed or hindered, which could adversely affect GNL’s ability to pay dividends and the value of GNL common stock.

GNL’s success depends to a significant degree upon the contributions of its executive officers and other key personnel of the GNL Advisor. Neither GNL nor the GNL Advisor has an employment agreement with any of these key personnel and GNL cannot guarantee that all, or any particular one, will remain affiliated with GNL or the GNL Advisor. However, Mr. Bowman, the Chief Executive Officer of GNL and Global II, has an employment agreement with the Sponsor. If any of GNL’s key personnel were to cease their affiliation with the GNL Advisor, GNL’s operating results could suffer. Further, GNL does not separately maintain key person life insurance on any person. GNL believes that its future success depends, in large part, upon the ability of the GNL Advisor to hire, retain or contract services of highly skilled managerial, operational and marketing personnel. Competition for skilled personnel is intense, and there can be no assurance that the GNL Advisor will be successful in attracting and retaining skilled personnel. If the GNL Advisor loses or is unable to obtain the services of key personnel, the GNL Advisor’s ability to implement GNL’s investment strategies could be delayed or hindered, and the value of an investment in GNL’s shares may decline.

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In addition, the GNL Advisor depends upon the fees and other compensation received from GNL to fund their respective operations. Any adverse changes in the financial condition of, or GNL’s relationship with, the GNL Advisor could hinder GNL’s operations and portfolio of investments. Additionally, changes in ownership or management practices, the occurrence of adverse events affecting the GNL Advisor or its affiliates or other companies advised by the GNL Advisor and its affiliates could create adverse publicity and adversely affect GNL and its relationship with lenders, tenants or counterparties.

GNL may terminate the GNL Advisory Agreement with the GNL Advisor in only limited circumstances, with payment of a termination fee.

GNL has limited rights to terminate the GNL Advisor. The initial term of the GNL Advisory Agreement expires on June 1, 2035, but is automatically renewed for consecutive five-year terms unless notice of termination is provided by either party to the agreement 365 days in advance of the expiration of the term. Further, GNL may terminate the agreement only under limited circumstances, such as a change in control of the Company or the GNL Advisor, for cause, or for failure to meet performance standards in the prior year. The current Global II Advisory Agreement has a one-year renewable term which may be terminated by Global II on 45 days’ notice for cause (as defined in the Global II Advisory Agreement) or by the independent directors of the Global II Board on 60 days’ notice without cause or penalty. The limited termination rights of the GNL Advisory Agreement will make it difficult for GNL to renegotiate the terms of the GNL Advisory Agreement or replace the GNL Advisor even if the terms of the agreement are no longer consistent with the terms offered to other externally-managed REITs.

Dividends paid from sources other than its cash flows from operations will result in GNL having fewer funds available for the acquisition of properties and other real estate-related investments.

GNL’s cash flows provided by operations were $59.9 million for the six months ended June 30, 2016, however dividends paid to common stockholders and distributions paid to the GNL OP Unit holders and long term incentive plan unit holders were $61.4 million. If GNL does not generate sufficient cash flows from its operations to fund dividends and distributions, GNL may have to reduce or suspend dividend payments, or pay dividends from other sources, such as from borrowings, the sale of additional securities, advances from the GNL Advisor, or the GNL Advisor’s deferral, suspension or waiver of its fees and expense reimbursements. Moreover, the GNL Board may change its dividend policy, in its sole discretion, at any time.

Funding dividends from borrowings could restrict the amount GNL can borrow for investments, which may affect its profitability. Funding dividends with the sale of assets or the proceeds from issuance of GNL common stock may affect its ability to generate cash flows. Funding dividends from the sale of additional securities could dilute a stockholder’s interest in GNL if GNL sells shares of GNL common stock or securities that are convertible or exercisable into shares of GNL common stock to third party investors. Payment of dividends from the mentioned sources could restrict its ability to generate sufficient cash flows from operations, affect its profitability or affect its ability to pay dividends, any or all of which may have an adverse effect on a stockholder’s investment.

Following the consummation of the merger, GNL will not have any tenants where income on a straight-line basis represents 5% annualized rental income on a straight line basis.

Following the merger, a high concentration of GNL’s properties in a particular geographic area may magnify the effect of any downturn in that geographic area and could have a disproportionate adverse effect on the value of its investments.

Following the consummation of the merger, GNL will derive 5.0% or more of its consolidated annualized rental income on a straight-line basis from properties located in the following countries and states:

 
Country or State   June 30,
2016
United Kingdom     21.8 % 
Germany     8.0 % 
The Netherlands     6.9 % 
Finland     5.7%  

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Country or State   June 30,
2016
United States
 
Texas     9.4 % 
Michigan     7.4 % 
California     5.1 % 
Other     27.5 % 
Total United States     49.4 % 
Total     91.8 % 

Following the merger, GNL will derive 91.8% of its consolidated annualized rental income on a straight-line basis from properties located in the United Kingdom, Germany, The Netherlands, Finland and the United States.

Any adverse situation that disproportionately affects a specific geographic region may have a magnified adverse effect on GNL’s portfolio. Factors that may negatively affect economic conditions in a specific geographic area include:

business layoffs, downsizing or relocations;
industry slowdowns;
relocation of businesses;
changing demographics;
increased telecommuting and use of alternative work places;
infrastructure quality;
any oversupply of, or reduced demand for, real estate;
concessions or reduced rental rates under new leases for properties where tenants defaulted; and
increased insurance premiums.

GNL is, and the combined company will be, subject to additional risks from international investments.

Approximately 60.4% of GNL’s properties, based on original purchase price, are located in the U.S. and the Commonwealth of Puerto Rico, 20.8% are located in Continental Europe and 18.8% are located in the United Kingdom and approximately 4.5% of Global II’s properties, based on original purchase price, are located in the United States, 55.1% are located in continental Europe and 40.4% are located in the United Kingdom. Accordingly, Global II’s portfolio has a greater risk (based on percentage of original purchase price) from foreign investments, including United Kingdom investments, than GNL. Following the merger, approximately 49.8% of GNL’s properties, based on original purchase price, will be located in the U.S. and the Commonwealth of Puerto Rico, 27.3% will be located in Continental Europe and 22.9% will be located in the United Kingdom.

Foreign investments pose several risks, including the following:

the burden of complying with a wide variety of foreign laws;
changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in these laws;
existing or new laws relating to the foreign ownership of real property or loans and laws restricting the ability of foreign persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin;
the potential for expropriation;
possible exchange rate fluctuations;
imposition of adverse or confiscatory taxes;

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changes in real estate and other tax rates and changes in other operating expenses in particular countries;
possible challenges to the anticipated tax treatment of the structures that allow U.S. companies to acquire and hold investments;
adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions;
the willingness of domestic or foreign lenders to make loans in certain countries and changes in the availability, cost and terms of loan funds resulting from varying national economic policies;
general political and economic instability in certain regions;
the potential difficulty of enforcing obligations in other countries; and
GNL’s and Global II’s dependence on the GNL Service Provider and Global II Service Provider, respectively.

The United Kingdom’s departure from the European Union could adversely affect market rental rates and commercial real estate values in the United Kingdom and Europe, and may, among other things, adversely affect GNL, Global II or the combined company’s ability to secure debt financing and service future debt obligations.

The United Kingdom held a non-binding referendum on June 23, 2016, in which a majority of voters voted for Brexit. Negotiations are expected to commence to determine the future terms of the United Kingdom’s relationship with the European Union, including, among other things, the terms of trade between the United Kingdom and the European Union. If the United Kingdom exits the European Union, the effects will depend on any agreements the United Kingdom makes to retain access to European Union markets either during a transitional period or more permanently. The Brexit vote may:

adversely affect European and worldwide economic and market conditions;
adversely affect commercial property market rental rates in the United Kingdom and continental Europe, which could impair GNL, Global II or the combined company’s ability to pay dividends to their stockholders;
adversely affect commercial property market values in the United Kingdom and continental Europe;
result in foreign currency exchange rate fluctuations, especially if GNL, Global II or the combined company are unable to maintain currency exchange rate hedges;
adversely affect the availability of financing for commercial properties in the United Kingdom and continental Europe, which could impair GNL, Global II or the combined company’s ability to acquire properties and may reduce the price for which they are able to sell properties they have acquired; and
create further instability in global financial and foreign exchange markets, including volatility in the value of the sterling and euro.

Each of these effects may occur regardless of whether the United Kingdom departs from the European Union because the capital and credit markets are subject to volatility and disruption. A decline in economic conditions could negatively impact commercial real estate fundamentals and result in lower occupancy, lower rental rates and declining values in GNL, Global II or the combined company’s portfolio, which could, among other things, adversely affect GNL, Global II or the combined company’s business and financial condition. The merger could increase the risks for GNL because Global II has multiple properties located in the European Union.

A high concentration of tenants of GNL’s properties in a similar industry magnifies the effects of downturns in that industry and would have a disproportionate adverse effect on the value of its investments.

If tenants of GNL’s properties are concentrated in a certain industry category, any adverse effect on that industry generally would have a disproportionately adverse effect on GNL’s portfolio. As of June 30, 2016,

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GNL had concentrations of properties in the following industries where annualized rental income on a straight-line basis represented 5.0% or greater of GNL’s consolidated annualized rental income on a straight-line basis:

 
Industry   June 30,
2016
Financial Services     9.5 % 
Discount Retail     9.0 % 
Technology     7.7 % 
Aerospace     7.1 % 
Healthcare     7.0 % 
Energy     6.9 % 
Government Services     6.4 % 
Utilities     6.1 % 
Freight     5.5 % 

Any adverse situation that disproportionately affects the industries listed above may have a magnified adverse effect on GNL’s portfolio.

Following the consummation of the merger, GNL will have concentrations of properties in the following industries where annualized rental income on a straight-line basis will represent 5.0% or greater of its consolidated annualized rental income on a straight-line basis:

 
Industry   June 30,
2016
Financial Services     13.0 % 
Discount Retail     7.3 % 
Technology     7.0 % 
Aerospace     5.8 % 
Healthcare     5.7 % 
Energy     5.6 % 
Telecommunications     5.6 % 
Government Services     5.5 % 

REITs are subject to a range of complex organizational and operational requirements.

As REITs, each of GNL and Global II must distribute to its stockholders with respect to each taxable year at least 90% of its REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), without regard to the deduction for dividends paid and excluding net capital gain. A REIT must also meet certain requirements with respect to the nature of its income and assets and the ownership of its stock. For any taxable year that GNL or Global II fails to qualify as a REIT, then GNL or Global II, as the case may be, will not be allowed a deduction for dividends paid to its stockholders in computing taxable income and thus would become subject to U.S. federal income tax as if it were a regular taxable corporation. In such an event, GNL or Global II, as the case may be, could be subject to potentially significant tax liabilities. Unless entitled to relief under certain statutory provisions, GNL or Global II, as the case may be, would also be disqualified from treatment as a REIT for the four taxable years following the year in which it lost its qualification. If GNL or Global II failed to qualify as a REIT, the market price of GNL common stock may decline, and GNL may need to reduce substantially the amount of distributions to its stockholders because of its potentially increased tax liability.

Risk Factors Relating to Global II

Global II has incurred operating losses and cannot guarantee that Global II will achieve profitability.

Since its inception in April 2014 until June 30, 2016, Global II has incurred cumulative net losses (calculated in accordance with U.S. GAAP) equal to $54.8 million. The extent of its future operating losses and the timing of the profitability are highly uncertain, and Global II may never achieve or sustain profitability.

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Global II has paid distributions from sources other than cash flows from operations.

During the six months ended June 30, 2016, Global II paid 42.8% of its distributions from proceeds from its initial public offering and 57.2% from cash flows provided by operations. Global II’s cash flows provided by operations were $8.7 million for the six months ended June 30, 2016. From its inception in April 2014 until the six months ended June 30, 2016, Global II had $22.1 million of cash flows used in operations. The merger could result in the combined company needing to pay distributions from sources other than cash flows from operations.

Global II is more highly leveraged than GNL and GNL’s anticipated level of indebtedness will increase upon completion of the merger and will increase the related risks GNL now faces.

Global II is more highly leveraged than GNL, and as a result, upon consummation of the merger, the combined company will be more highly leveraged than GNL as a percentage of total assets, thereby exposing GNL to greater risk, possible limitations on future capital plans and acquisitions, if any. In connection with the merger, GNL expects to assume Global II’s existing gross mortgage debt and mezzanine facility, which as of June 30, 2016 aggregated approximately $293.6 million and $132.7 million, respectively. As of June 30, 2016, Global II had a leverage ratio of approximately 68.8% (total debt as a percentage of total purchase price of real estate investments, based on the exchange rate at the time of purchase), compared to GNL’s leverage ratio of 45.1% (total debt as a percentage of total purchase price of real estate investments, based on the exchange rate at the time of purchase) as of June 30, 2016. GNL’s pro forma leverage ratio, assuming the merger occurred on June 30, 2016, was 49.0%. As a result, GNL will be subject to increased risk and associated with debt financing, including an increased risk that the combined company’s cash flow could be insufficient to meet required payments on its debt.

Approximately 83.6% of Global II’s revenues are generated from six tenants.

As of June 30, 2016, Global II derived 5.0% or more of its consolidated annualized rental income on a straight-line basis from the following four major tenants or their affiliates:

   
Tenant   Number of
Properties
  June 30,
2016
Foster Wheeler     1       23.5 % 
ING Amsterdam     1       18.0 % 
Harper Collins     1       14.3 % 
Sagemcom     1       11.5 % 
DB Luxembourg     1       9.9 % 
ID Logistics I & II     3       6.4 % 

The financial failure of a major tenant is likely to have a material adverse effect on Global II’s results of operations and financial condition. In addition, the value of Global II’s investment in a real estate asset is historically driven by the credit quality of the underlying tenant, and an adverse change in a major tenant’s financial condition or a decline in the credit rating of the tenant may result in a decline in the value of Global II’s investments and have a material adverse effect on its results of operations.

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A high concentration of Global II’s properties in a particular geographic area may magnify the effect of any downturn in that geographic area and could have a disproportionate adverse effect on the value of its investments.

If Global II has a concentration of its properties in any particular geographic area, any adverse situation that disproportionately affects that geographic area would have a magnified adverse effect on its portfolio. As of June 30, 2016, Global II derived 5.0% or more of its consolidated annualized rental income on a straight-line basis from properties located in the following countries:

 
Country   June 30,
2016
United Kingdom     39.9 % 
France     25.5 % 
The Netherlands     18.0 % 
Luxembourg     9.9 % 
Total     93.3 % 

Global II has greater concentrations of investments in properties in foreign countries (including in the United Kingdom) than does GNL.

Global II is subject to additional risks from its international investments.

Approximately 4.5% of Global II’s properties, based on original purchase price, are located in the United States, 55.1% are located in continental Europe and 40.4% are located in the United Kingdom. Approximately 60.4% of GNL’s properties, based on original purchase price, are located in the U.S. and the Commonwealth of Puerto Rico, 20.8% are located in Continental Europe and 18.8% are located in the United Kingdom. Accordingly, Global II’s portfolio has a greater risk (based on percentage of original purchase price) from foreign investments, including United Kingdom investments, than GNL.

A high concentration of tenants of Global II’s properties in a similar industry magnifies the effects of downturns in that industry and would have a disproportionate adverse effect on the value of its investments.

If tenants of Global II’s properties are concentrated in a certain industry category, any adverse effect to that industry generally would have a disproportionately adverse effect on its portfolio. As of June 30, 2016, the following industries had concentrations of properties where annualized rental income on a straight-line basis represented 5.0% or greater of Global II’s consolidated annualized rental income on a straight-line basis:

 
Industry   June 30,
2016
Financial Services     27.9 % 
Engineering     23.5 % 
Publishing     14.3 % 
Telecommunications     11.5 % 
Logistics     6.4 % 

Any adverse situation that disproportionately affects the industries listed above may have a magnified adverse effect on Global II’s portfolio.

Risks Factors Related to GNL’s Corporate Structure and Common Stock

The trading price of GNL common stock is impacted by many factors.

The trading price of GNL common stock is impacted by a number of factors, many of which are outside its control. Among the factors that could affect the price of GNL common stock are:

its financial condition and performance;
the financial condition of its tenants, including the extent of tenant bankruptcies or defaults;
actual or anticipated quarterly fluctuations in its operating results and financial condition;

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its dividend policy;
the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;
its reputation and the reputation of the GNL Advisor, its affiliates or entities sponsored by the Sponsor;
uncertainty and volatility in the equity and credit markets;
fluctuations in interest rates;
changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to its securities or those of other REITs;
failure to meet analysts’ revenue or earnings estimates;
speculation in the press or investment community;
strategic actions by GNL or its competitors, such as acquisitions or restructurings;
the extent of institutional investor interest in GNL;
the extent of short-selling of GNL common stock;
general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;
domestic and international economic factors unrelated to its performance; and
all other risk factors addressed in GNL’s Annual Report on Form 10-K for the year ended December 31, 2015.

The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to its stockholders.

GNL’s charter, with certain exceptions, authorizes its directors to take actions as are necessary and desirable to preserve its qualification as a REIT. Unless exempted by the GNL Board, no person may own more than 9.8% in value of the aggregate of the outstanding shares of its stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of its stock. This restriction may have the effect of delaying, deferring or preventing a change in control of GNL, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all its assets) that might provide a premium price for holders of GNL common stock.

GNL’s charter permits the GNL Board to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring GNL in a manner that might result in a premium price to its stockholders.

GNL’s charter permits the GNL Board to issue up to 350.0 million shares of stock. In addition, the GNL Board, without any action by its stockholders, may amend its charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that GNL has authority to issue. The GNL Board may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions and limitations as to dividends or other dividends, qualifications and terms or conditions of redemption of any stock. Thus, the GNL Board could authorize the issuance of preferred stock with terms and conditions that could have a priority as to dividends and amounts payable upon liquidation over the rights of the holders of GNL common stock. Preferred stock could also have the effect of delaying, deferring or preventing a change in control of GNL, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all its assets) that might provide a premium price for holders of GNL common stock.

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GNL and Global II face other risks.

The risks listed above are not exhaustive, and you should be aware that following the merger, GNL and Global II will face various other risks, including those discussed in reports filed by GNL and Global II with the SEC. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 168.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, including information included or incorporated by reference in this joint proxy statement/prospectus, may contain certain forecasts and other forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions identify forward-looking statements and any statements regarding the benefits of the merger, or GNL’s or Global II’s future financial condition, results of operations and business are also forward-looking statements. Without limiting the generality of the preceding sentence, certain statements contained in the sections “The Merger — Background of the Merger” beginning on page 72, “The Merger — Recommendation of the GNL Board and Its Reasons for the Merger” beginning on page 86, “The Merger — Recommendation of the Global II Board and Its Reasons for the Merger” beginning on page 89, “The Merger — Certain Unaudited Projections Used by the GNL Board and the GNL Special Committee’s Financial Advisor” beginning on page 99, “The Merger — Certain Unaudited Projections Used by the Global II Board and the Global II Special Committee’s Financial Advisor” beginning on page 107 constitute forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond GNL’s and Global II’s control. These include the factors described above in “Risk Factors” and under the caption “Risk Factors” in GNL’s Annual Report on Form 10-K for the year ended December 31, 2015, subsequent Quarterly Reports on Form 10-Q and subsequent current reports on Form 8-K, as well as:

each company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments;
the nature and extent of future competition;
increases in each company’s cost of borrowing as a result of changes in interest rates and other factors;
each company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due;
the ability and willingness of each company’s tenants to renew their leases upon expiration of the leases and each company’s ability to reposition its properties on the same or better terms in the event such leases expire and are not renewed by the tenants or in the event either company exercises its right to replace an existing tenant upon default;
the impact of any financial, accounting, legal or regulatory issues or litigation that may affect either company or its major tenants;
risks associated with the ability to consummate the merger and the timing of the consummation of the merger;
the risk that the anticipated benefits from the merger may not be realized or may take longer to realize than expected;
unexpected costs or unexpected liabilities that may arise from the merger or other transactions, whether or not consummated; and
each company’s ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations.

Should one or more of the risks or uncertainties described above or elsewhere in reports incorporated by reference herein occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference in this joint proxy statement/prospectus, as applicable.

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All forward-looking statements, expressed or implied, included in this joint proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that GNL, Global II or persons acting on their behalf may issue.

Except as otherwise required by applicable law, GNL and Global II disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section. See also “Where You Can Find More Information; Incorporation by Reference” beginning on page 168.

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THE COMPANIES

Global Net Lease, Inc. and Mayflower Acquisition LLC

Global Net Lease, Inc.

GNL is a Maryland corporation incorporated in July 2011 that qualified as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2013. In April 2012, GNL commenced an initial public offering on a “reasonable best efforts” basis, which closed on June 30, 2014. GNL common stock began trading on the NYSE under the symbol “GNL” on June 2, 2015. Substantially all of GNL’s business is conducted through its operating partnership, the GNL OP, of which GNL is the sole general partner.

GNL focuses on acquiring, owning and operating a diversified portfolio of commercial properties, emphasizing sale-leaseback transactions involving single tenant net-leased commercial properties. As of June 30, 2016, GNL owned 329 net leased commercial properties consisting of 18.7 million rentable square feet. Based on original purchase price, 60.4% of GNL’s properties are located in the United States (U.S.) and the Commonwealth of Puerto Rico, 20.8% are located in continental Europe, and 18.8% are located in the United Kingdom. The properties were 100% leased, with a weighted average remaining lease term of 10.8 years.

GNL’s principal executive offices are located at 405 Park Avenue, 14th Floor, New York, New York 10022. GNL’s Investor Relations telephone number is (866) 802-0063.

Mayflower Acquisition LLC

Merger Sub is a Maryland limited liability company and a direct wholly owned subsidiary of GNL that was formed for the purpose of entering into the merger agreement.

Additional information about GNL and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” on page 168.

American Realty Capital Global Trust II, Inc.

Global II is a Maryland corporation incorporated in April 2014 that qualified as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2015. As of November 7, 2016, Global II had 12,512,087 shares of common stock outstanding, including unvested restricted shares. Substantially all of Global II’s business is conducted through the Global II OP, of which Global II is the sole general partner. Global II has retained the Global II Advisor to manage its affairs on a day-to-day basis. Global II’s properties are managed and leased by the Global II Property Manager. The Global II Advisor has entered into a service provider agreement with the Global II Service Provider. The Global II Service Provider is not affiliated with Global II, the Advisor or the Sponsor. Pursuant to the service provider agreement, the Global II Service Provider provides, subject to the Advisor’s oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates solely with respect to investments in Europe.

Investment Strategy

Global II’s investment strategy, which is similar to the strategy of GNL, focuses on acquiring, owning and operating a portfolio of commercial properties that is diversified in terms of geography, industry, and tenants and that emphasizes sale-leaseback transactions involving single tenant net leased commercial properties. Global II seeks to:

support a stable dividend by generating stable, consistent cash flow by acquiring properties with, or entering into new leases with, long lease terms;
facilitate dividend growth by acquiring properties with, or entering into new leases with, contractual rent escalations or inflation adjustments included in the lease terms; and

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enhance the diversity of Global II’s asset base by continuously evaluating opportunities in different geographic regions of the U.S. and Europe, leveraging the market presence of our Advisor in the U.S. and the Global II Service Provider in the United Kingdom and Continental Europe. Affiliates of the Global II Advisor and the Global II Service Provider provide similar services to GNL.

Acquisition and Investment Policies

Primary Investment Focus

Global II has a similar investment focus to GNL. Global II focuses on acquisitions of net lease properties with existing net leases or Global II acquires properties pursuant to sale-leaseback transactions. As of June 30, 2016, Global II owned 16 properties, including three properties located in the United States, three properties located in the United Kingdom, and ten properties located across continental Europe. As of June 30, 2016, Global II owned 16 properties comprised of 4.2 million rentable square feet, which were 99.9% leased with a weighted average remaining lease term of 8.5 years.

Investing in Real Property

The following table lists the tenants from which Global II derived more than 10% of its consolidated annualized rental income on a straight-line basis for the years ended December 31, 2015 and 2014:

   
Tenant   December 31,
  2015   2014
Foster Wheeler     25.2 %      % 
ING Amsterdam     17.1 %      % 
Harper Collins     15.4 %      % 
Sagemcom     10.9 %      % 
Auchan         59.5 % 
Pole Emploi         40.5 % 

* Tenant’s annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified.

The termination, delinquency or non-renewal of leases by any major tenant may have a material adverse effect on revenues.

Global II’s principal executive offices are located at 405 Park Avenue, 14th Floor, New York, New York 10022. Global II’s Investor Relations telephone number is (866) 802-0063.

Global II and GNL each were indirectly sponsored by AR Capital, LLC, the predecessor entity to AR Global. The GNL Property Manager is under common control with AR Global. The Global II Property Manager is under common control with AR Global. AR Global and its affiliates, including the GNL Advisor and Global II Advisor, provide investment, management and advisory services, as well as certain acquisition and debt capital services to GNL and Global II, as applicable. GNL and Global II pay management fees and certain other fees to, and reimburse certain expenses of, the GNL Advisor and Global II Advisor, respectively.

The Combined Company

Following completion of the merger, GNL will continue to focus on acquiring and owning a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. As of June 30, 2016, after giving effect to the closing of the merger, the combined company will own 345 net leased commercial properties consisting of 23.0 million rentable square feet. Based on original purchase price, 49.8% of the combined company’s properties are located in the United States (U.S.) and the Commonwealth of Puerto Rico, 27.3% are located in continental Europe and 22.9% are located in the United Kingdom. The properties were 100% leased, with a weighted average remaining lease term of 10.4 years.

Substantially all of the Company’s business will continue to be conducted through the GNL OP. As of December 31, 2015, after giving effect to the closing of the merger, the GNL Advisor would have owned

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1,461,753 GNL OP Units, the GNL Service Provider held 347,903 GNL OP Units and GNL Special Limited Partner held 22 GNL OP Units. In accordance with the limited partnership agreement of the GNL OP, a holder of GNL OP Units has the right to convert GNL OP Units for a corresponding number of shares of the GNL common stock or the cash value of those corresponding shares, at GNL’s option. The remaining rights of the limited partner interests are limited and do not include the ability to replace GNL as the general partner or to approve the sale, purchase or refinancing of the GNL OP’s assets.

The combined company will continue to be externally managed by the GNL Advisor and the combined company’s properties will be managed and leased by the GNL Property Manager. The GNL Advisor, GNL Property Manager and GNL Special Limited Partner are under common control with the parent of the Sponsor, as a result of which they are related parties, and have received compensation, fees and expense reimbursements for various services provided to GNL and for the investment and management of GNL’s assets. The GNL Advisor has retained the GNL Service Provider to provide advisory and property management services with respect to investments in Europe, subject to the GNL Advisor’s oversight. These services include, among others, sourcing and structuring of investments, sourcing and structuring of debt financing, due diligence, property management and leasing.

The combined company will seek to:

support a stable dividend by generating stable, consistent cash flow by acquiring properties with, or entering into new leases with, long lease terms;
facilitate dividend growth by acquiring properties with, or entering into new leases with, contractual rent escalations or inflation adjustments included in the lease terms; and
enhance the diversity of its asset base by continuously evaluating opportunities in different geographic regions of the U.S. and Europe, leveraging the market presence of the GNL Advisor in the U.S. and the GNL Service Provider in the United Kingdom and Continental Europe.

Following the consummation of the merger, GNL will not have any tenants where income on a straight-line basis represents 10% annualized rental income on a straight-line basis.

The termination, delinquency or non-renewal of leases by any major tenant may have a material adverse effect on revenues.

Financing Strategies and Policies

GNL currently has a revolving credit facility with JPMorgan Chase Bank. N.A., which we refer to as the GNL Credit Facility, providing for maximum borrowings of $740.0 million. As of June 30, 2016, GNL had $673.4 million drawn on the GNL Credit Facility. The initial maturity date of the credit facility was July 25, 2016, with two one-year extension options. Subsequent to June 30, 2016, GNL extended the maturity date of the credit facility to July 25, 2017, with an additional one-year extension option remaining, subject to certain conditions. The GNL Credit Facility bears interest at a floating rate and fixed rate borrowings after considering interest rate swaps in place. In addition, GNL has various mortgage loans outstanding, which are secured by its properties. GNL’s mortgage loans typically bear interest at margin plus a floating rate which is mostly fixed through interest rate swap agreements.

GNL may obtain additional financing for future investments, property improvements, tenant improvements, leasing commissions and other working capital needs. The form of GNL’s indebtedness will vary and could be long-term or short-term, secured or unsecured, or fixed-rate or floating rate. GNL will not enter into interest rate swaps or caps, or similar hedging transactions or derivative arrangements for speculative purposes but may do so in order to manage or mitigate interest rate risks on variable rate debt.

As of June 30, 2016, GNL’s aggregate borrowings were equal to 45.1% of the aggregate purchase price of its assets, based on the exchange rate at the time of purchase.

GNL may reevaluate and change its financing policies without a stockholder vote. Factors that GNL would consider when reevaluating or changing its debt policy include: then-current economic conditions, the relative cost and availability of debt and equity capital, expected investment opportunities, the ability of investments to generate sufficient cash flow to cover debt service requirements and other similar factors.

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Global II does not have a credit facility, but has a mezzanine facility outstanding with an aggregate principal balance as of June 30, 2016 of $132.7 million. As of June 30, 2016, Global II’s aggregate borrowings were equal to 68.8% of the aggregate purchase price of its assets. Global II’s borrowings will be assumed by GNL.

Advisory Agreement

The GNL Advisory Agreement requires GNL to pay the GNL Advisor a minimum base management fee, equal to $18.0 million per annum, and a variable base management fee, including 1.25% of net proceeds raised from additional equity issuances, which we collectively refer to as the Base Management Fee, payable in cash monthly in advance, and an incentive fee, which we refer to as the Incentive Compensation, payable in quarterly installments of 50% in cash and 50% in shares of common stock, equal to 15% of GNL Core AFFO (as defined in the GNL Advisory Agreement) in excess of $0.78 per share plus 10% of its Core AFFO in excess of $1.02 per share. The $0.78 and $1.02 incentive hurdles are subject to annual increases of 1% to 3%. The Base Management Fee and the Incentive Compensation are each subject to an annual adjustment. GNL reimburses the GNL Advisor or its affiliates for expenses of the GNL Advisor and its affiliates incurred on behalf of GNL, except for those expenses that are specifically the responsibility of the GNL Advisor under the Advisory Agreement.

Assets under management by the GNL Advisor will increase and the GNL Advisor will be entitled to receive additional annual variable base management fees from GNL equal to 1.25% of the value of the GNL common stock issued pursuant to the merger agreement, or approximately $2.6 million based on the $7.27 share price as of November 7, 2016. This increase is, however, less than the annual asset management fees under the Global II Advisory Agreement, which are equal to not less than 0.75% of the cost of Global II’s investments, or approximately $4.9 million on an annual basis. In addition, the GNL Advisor will be eligible to earn incentive compensation on Core AFFO (as defined in the GNL Advisory Agreement) (which is expected to increase following the closing of the merger due to Core AFFO generated by the assets acquired from Global II) in excess of certain hurdle rates.

Although the aggregate base management fees will be lower under the GNL Advisory Agreement, the term of the GNL Advisory Agreement is longer than that of the Global II Advisory Agreement. While the Global II Advisory Agreement has a one-year renewable term unless terminated by Global II on 45 days’ notice for cause (as defined in the Global II Advisory Agreement) or by the independent directors of the Global II Board on 60 days’ notice without cause or penalty, the GNL Advisory Agreement has an initial term that does not expire until June 1, 2035, with automatic renewals for consecutive five-year terms unless the independent members of the GNL Board elect not to renew or unless terminated in accordance with the terms of the GNL Advisory Agreement with payment of a termination fee of up to 2.5 times the compensation paid to the GNL Advisor in the previous year, plus expenses.

Employees

As of June 30, 2016, GNL had no direct employees. Instead, the employees of the GNL Service Provider, the GNL Property Manager, the GNL Advisor and other affiliates of the Sponsor perform a full range of real estate services for GNL, including acquisitions, property management, accounting, legal, asset management, wholesale brokerage, transfer agent and investor relations services.

GNL depends on these third parties and affiliates for services that are essential to GNL, including asset acquisition decisions, property management and other general administrative responsibilities. In the event that any of these companies were unable to provide these services, GNL would be required to provide these services itself or obtain the services from other sources at potentially higher cost.

Property Portfolio Information

At June 30, 2016, GNL owned a diversified portfolio:

of 329 properties;
with an occupancy rate of approximately 100%;
leased to 86 different retail and other commercial enterprises doing business in 36 separate industries;

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located in 5 countries including: Finland, Germany, The Netherlands, United Kingdom and United States and the Commonwealth of Puerto Rico;
with approximately 18.7 million square feet of leasable space; and
with an average leasable space per property of approximately 56,960 square feet.

As of June 30, 2016, there were no tenants whose annualized rental income on a straight-line basis represent greater than 20% of the total annualized rental income on a straight-line basis for the portfolio property of GNL.

At June 30, 2016, Global II owned a diversified portfolio:

of 16 properties;
with an occupancy rate of 99.9%;
leased to 14 different retail and other commercial enterprises doing business in 12 separate industries;
located in six countries including: France, Germany, Luxembourg, The Netherlands, United Kingdom and United States.
with approximately 4.2 million square feet of leasable space; and
with an average leasable space per property of approximately 264,235 square feet.

As of June 30, 2016, Foster Wheeler is a tenant whose annualized rental income on a straight-line basis represented greater than 20% of the total annualized rental income on a straight-line basis for the portfolio property of Global II.

GNL has formulated an asset recycling plan for the disposition of targeted properties, or the Asset Recycling Plan. GNL intends to use the proceeds of the Asset Recycling Plan for the reduction of post-merger combined company debt as well as other corporate uses. Pursuant to the Asset Recycling Plan, GNL’s management has identified 34 of GNL’s U.S. assets and two of GNL’s European assets for possible sale. As of the date of this joint proxy statement/prospectus, GNL has closed or is under contract for sale of 33 of the 34 U.S. assets. The purchase price of those 33 assets was $86.8 million and the contract sale price is $91.2 million. GNL’s management is currently marketing the remaining one U.S. asset and two European assets. The U.S. asset was purchased for $13.4 million. The two properties in Europe were purchased for a combined $84.4 million.

Combined Property Portfolio

Assuming the merger was completed as of June 30, 2016, GNL, on a pro forma basis, would have owned a portfolio with the following characteristics:

345 properties;
with an occupancy rate of approximately 100%;
leased to 99 different retail and other commercial enterprises doing business in 41 separate industries;
located in seven countries;
with approximately 23.0 million square feet of leasable space; and
with an average leasable space per property of approximately 66,572 square feet.

There were no tenants whose annualized rental income on a straight-line basis would have represented greater than 10% of the total annualized rental income on a straight-line basis.

All of the following property portfolio information is provided to illustrate the pro forma combined property portfolio of GNL and Global II post-merger. This information includes an illustration of the combined portfolio by industry, property type and geography, as well as a combined lease expiration schedule.

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The GNL information represents quarterly information for the 329 properties owned at June 30, 2016. The Global II information represents quarterly information for the 16 properties owned at June 30, 2016.

Indebtedness

After giving effect to the merger, GNL and Global II’s indebtedness as of June 30, 2016, would have consisted of mortgages, a credit facility and a mezzanine facility.

Industry Diversification

The following table sets forth, as of June 30, 2016, certain information regarding the property portfolios classified according to the business of the respective tenants, expressed as a percentage of total rental income on a straight line basis:

         
Tenant Industry   Number of properties   Rentable
Square Feet
  Rentable
Square Feet as
Percentage
of the Total
  Annualized
Rental Income(1)
(In thousands)
  Annual Rental
Income as a
Percentage of
the Total Portfolio
Aerospace     7       1,257,856       5.5 %      14,478       5.8 % 
Auto Manufacturing     9       2,051,659       8.9 %      7,364       2.9 % 
Automation     1       200,000       0.9 %      1,092       0.4 % 
Automotive Parts Manufacturing     1       152,711       0.7 %      1,036       0.4 % 
Automotive Parts Supplier     2       411,096       1.8 %      3,417       1.4 % 
Biotechnology     1       114,700       0.5 %      1,014       0.4 % 
Consulting     1       82,000       0.4 %      576       0.2 % 
Consumer Goods     3       271,874       1.2 %      2,047       0.8 % 
Contract Research     1       76,820       0.3 %      908       0.4 % 
Defense     1       96,995       0.4 %      1,522       0.6 % 
Discount Retail     143       2,031,558       8.8 %      18,350       7.3 % 
Education     1       486,868       2.1 %      1,935