XML 35 R24.htm IDEA: XBRL DOCUMENT v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in the consolidated financial statements, except as disclosed in the applicable footnotes and below.
Dispositions
Subsequent to March 31, 2026, the Company disposed of three properties for an aggregate price of $4.5 million.
Pending Acquisition of Modiv Industrial, Inc.
On May 3, 2026, the Company, together with its direct and indirect subsidiaries, GNL Motion Merger Sub, LLC (“REIT Merger Sub”), the OP and GNL Motion OpCo Merger Sub, LLC (“Opco Merger Sub” and, together with GNL, REIT Merger Sub and the Operating Partnership, the “GNL Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Modiv Industrial, Inc. (NYSE: MDV) (“Modiv”) and Modiv Operating Partnership, LP (the “Modiv Operating Partnership” and, together with Modiv, the “Modiv Parties”). Pursuant to the terms and conditions of the Merger Agreement, upon the closing, Modiv will merge with and into REIT Merger Sub with REIT Merger Sub continuing as the surviving entity (the “Modiv Merger”). Contemporaneously therewith or immediately following the Modiv Merger, OpCo Merger Sub will merge with and into the Modiv Operating Partnership, with the Modiv Operating Partnership being the surviving entity (such merger transaction, the “OpCo Merger” and, together with the Modiv Merger, the “Mergers”).
Pursuant to the terms and subject to the conditions of the Merger Agreement, at the date and time the Modiv Merger becomes effective, (i) each outstanding share of Class C common stock, $0.001 par value per share, of Modiv (other than the Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive 1.975 shares of Common Stock (such shares of Common Stock issued to the holders of Modiv Common Stock, the “Modiv Common Stock Merger Consideration”), without interest, subject to adjustment as set forth in the Merger Agreement, and cash in lieu of fractional shares, and (ii) each outstanding share of Modiv’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, will be converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to but not including, the closing date of the Mergers. Immediately prior to the time the OpCo Merger becomes effective, subject to the terms and conditions set forth in the Merger Agreement, each outstanding unit of Class X limited partnership interest in the Modiv Operating Partnership will immediately vest in full and be converted into one unit of Class C limited partnership interest (the “Modiv Operating Partnership Class C Units”) in the Modiv Operating Partnership and each outstanding Modiv Operating Partnership Class C Unit (other than the parties to the Merger Agreement and their respective affiliates) will be converted into the right to receive 1.975 OP Units (as defined in the OP Agreement (defined below), and such OP Units issued at the OpCo Merger Effective Time, the “OpCo Merger Consideration OP Units”), plus the right to receive cash in lieu of any fractional OP Units, if any, without interest.
The Merger Agreement contains customary covenants, representations, and warranties, as well as certain termination rights for us and Modiv, in each case, as more fully described in the Merger Agreement. The consummation of the Merger is also
subject to certain customary closing conditions, including receipt of the approval by the stockholders of Modiv, and certain customary termination rights.
Pursuant to the Merger Agreement, the Company has agreed, at the OpCo Merger Effective Time to adopt an amendment, substantially in the form of Exhibit A to the Merger Agreement (such amendment, the “OP Agreement Amendment”), to the OP’s Second Amended and Restated Agreement of Limited Partnership, originally dated June 2, 2015 (as amended, the “OP Agreement”), to, among other things, (i) require the general partner to use commercially reasonable efforts in certain transactions to avoid causing limited partners to recognize gain for federal income tax purposes, and (ii) grant the OP the right, but not the obligation, to redeem any or all outstanding OP Units at certain redemption amounts in the form of cash or Common Stock, at the Company’s election, provided, that the redemption of any OpCo Merger Consideration OP Units pursuant to such call right shall be made in the form of Common Stock.