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The Mergers (Tables)
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Allocation of Assets Acquired and Liabilities Assumed
The following table presents the fair value of the consideration transferred to affect the acquisition:
Fair Value Calculation
Shares or Units
Price Used to Calculate Fair Value
Fair Value of Consideration Transferred (In thousands)
Consideration Type
Fair value of Common Stock issued to holders of RTL Class A Common Stock (1)
93,432,946 $11.11 (2)$1,038,040 Common Stock
Fair value of Common Stock issued upon vesting of certain RTL Restricted Shares209,906 $11.11 (2)2,332 Common Stock
Fair value of Common Stock issued to AR Global for the Internalization Merger 29,614,825 (3)$11.11 (2)329,021 Common Stock
Fair value of Class A Units issued by the OP to holder of RTL Class A Units115,857 $11.11 (2)1,287 Class A Units
Fair value of GNL Series D Preferred Stock issued to holders of RTL Series A Preferred Stock (6)
7,933,711 (4)$19.61 (4)155,580 Series D Preferred Stock
Fair value of GNL Series E Preferred Stock to be issued to holders of RTL Series C Preferred Stock (6)
4,595,175 (5)$19.75 (5)90,755 Series E Preferred Stock
Total equity consideration1,617,015 
Cash consideration paid to AR Global 50,000 Cash
Cash used to repay RTL’s credit facility at closing of the REIT Merger
466,000 Cash
Total consideration transferred$2,133,015 
___________
(1)Includes RTL LTIP Units earned and converted to RTL Class A Common Stock and certain vested shares of RTL Restricted Shares, both of which occurred prior to the Acquisition Date (see Note 13 — Equity-Based Compensation).
(2) Represents the closing price of GNL’s Common Stock on the Acquisition Date.
(3)The considered value of Common Stock to be issued to AR Global was $325.0 million for the Internalization Merger, and the number of shares issued was valued based on the Company’s 5-day volume-weighted average price as of market close on May 11, 2023. The price used to calculate fair value represents the closing price of GNL’s Common Stock on the Acquisition Date.
(4)Each share of the RTL Series A Preferred Stock was exchanged for one new share of Series D Preferred Stock respectively. The price used to calculate fair value represents the closing price of the RTL Series A Preferred Stock on the Acquisition Date.
(5) Each share of the RTL Series C Preferred Stock was exchanged for one new share of Series E Preferred Stock respectively. The price used to calculate fair value represents the closing price of the RTL Series C Preferred Stock on the Acquisition Date.
The following table presents the allocation of the assets acquired and liabilities assumed during the six months ended June 30, 2023, and, in the case of assets located outside of the U.S., based on the applicable exchange rate at the time of purchase. The Company did not acquire any properties during the six months ended June 30, 2024. All of the acquisitions in the six months ended June 30, 2023 were considered asset acquisitions for accounting purposes.
Six Months Ended June 30,
(Dollar amounts in thousands)2023
Assets Acquired:
Real estate investments, at cost:
Land$4,757 
Buildings, fixtures and improvements30,087 
Total tangible assets34,844 
Intangibles acquired:
In-place leases4,128 
Above-market lease assets40,964 
               Total Intangible assets 45,092 
Right-of -use asset1,426 
Cash paid for acquired real estate investments$81,362 
Number of properties purchased
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the provisional amounts recognized for the assets acquired and liabilities assumed as of Acquisition Date, as well as adjustments made in the three months ended June 30, 2024, March 31, 2024 and December 31, 2023 (measurement period adjustments) to the amounts previously reported in the three months ended September 30, 2023.
(in thousands)Amounts Recognized as
of the Acquisition Date
(as previously reported)
Measurement
Period
Adjustments
Amounts Recognized as
of the Acquisition Date
(as adjusted)
Assets Acquired:
Land$954,967 $615 $955,582 
Buildings, fixtures and improvements2,526,810 349 2,527,159 
Total tangible assets3,481,777 964 (1)3,482,741 
Acquired intangible assets:
In-place leases582,475 (1,045)581,430 
Above-market lease assets67,718 50 67,768 
Total acquired intangible lease assets650,193 (995)(1)649,198 
Cash65,223 (607)(2)64,616 
Operating lease right-of-use assets26,407 10 26,417 
Prepaid expenses and other assets60,862 340 (3)61,202 
Goodwill29,817 (1,195)(4)28,622 
Total assets acquired4,314,279 (1,483)4,312,796 
Liabilities Assumed:
Mortgage notes payable, net1,587,455 — 1,587,455 
Senior notes, net386,250 — 386,250 
Acquired intangible lease liabilities76,682 76,685 
Accounts payable and accrued expenses86,031 (1,456)(5)84,575 
Operating lease liabilities26,407 (30)26,377 
Prepaid rent18,439 — 18,439 
Total liabilities assumed2,181,264 (1,483)2,179,781 
Total consideration transferred$2,133,015 $— $2,133,015 
_________
(1) These adjustments were recorded to reflect changes in the estimated fair value of tangible and intangible assets, from the initial provisional estimates, due to the receipt of new information.
(2) The decrease in cash was due to the receipt of new information, subsequent to the initial provisional estimates, related to cash acquired as of the Acquisition Date.
(3) The net increase in prepaid expenses and other assets was due to the receipt of new information, subsequent to the initial provisional estimates, primarily related to receivables that had previously been deemed uncollectible as of the Acquisition Date.
(4) The net decrease in goodwill from the initial provisional valuation reflects the net impact of all measurement period adjustments to the assets acquired and liabilities assumed.
(5) The net decrease in accounts payable and accrued expenses was due to the receipt of new information, subsequent to the initial provisional estimates, related to accrued expenses that were estimated as of the Acquisition Date.