Merger Transaction (Tables)

12 Months Ended

Dec. 31, 2019

The following table summarizes the estimated fair value of the consideration transferred pursuant to the Merger and the estimated fair values of the assets acquired and liabilities assumed as of the Effective Time.



(In thousands)	RCA
Total Consideration:
Fair value of the Cash Consideration, including redemption of fractional shares, as defined in the Merger Agreement	$	94,504
Fair value of the Stock Consideration ⁽¹⁾	917,046
Fair value of the Partnership Merger Consideration	2
Fair value of the Class B Consideration	4,882
Fair value of the Total Merger Consideration	$	1,016,434

Assets Acquired at Fair Value
Land	$	282,063
Buildings, fixtures and improvements	1,079,944
Acquired intangible lease assets	178,634
Total real estate investments, at fair value	1,540,641
Cash and cash equivalents	21,922
Restricted cash	4,241
Prepaid expenses and other assets	18,959
Goodwill	1,605
Total assets acquired at fair value	1,587,368
Liabilities Assumed at Fair Value
Mortgage notes payable	127,651
Mortgage premiums	4,143
Credit facility	304,000
Market lease liabilities	104,840
Derivatives	203
Accounts payable and accrued expenses	21,291
Deferred rent and other liabilities	8,806
Total liabilities assumed at fair value	570,934
Net assets acquired	$	1,016,434

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⁽¹⁾

Valued at $24.00 per share as of the date of the Merger.

The following table presents the allocation of assets acquired and liabilities assumed during the years ended December 31, 2019, 2018 and 2017. All acquisitions in 2019 and 2018 were considered asset acquisitions for accounting purposes. During 2017, prior to adoption of ASU No. 2017-01, Business Combinations (Topic 805) (See Note 3 — Summary of Significant Accounting Policies - Recent Accounting Pronouncements), all of the Company’s acquisitions, including the Merger, were accounted for as business combinations.



	Year Ended December 31,
(Dollars in thousands)	2019			2018			2017
Real estate investments, at cost:
Land	$	76,610		$	61,745		$	313,423
Buildings, fixtures and improvements	288,549			140,151			1,176,909
Total tangible assets	365,159			201,896			1,490,332
Acquired intangible assets and liabilities: ^[1]
In-place leases	66,787			39,978			177,152
Above-market lease assets	1,973			1,055			22,934
Below-market ground lease asset	—			—			1,233
Above-market ground lease liability	—			—			—
Below-market lease liabilities	(4,980		)	(1,157		)	(106,513		)
Total intangible assets, net	63,780			39,876			94,806
Prior Credit Facility assumed in the Merger	—			—			(304,000		)
Mortgage notes payable assumed in the Merger	—			—			(127,651		)
Premiums on mortgage notes payable assumed in the Merger	—			—			(4,143		)
Other assets acquired and (liabilities assumed) in the Merger, net	—			—			16,427
Consideration paid for acquired real estate investments, net of liabilities assumed	$	428,939		$	241,772		$	1,165,771
Number of properties purchased	218			130			110

^__________

^[1]

Weighted-average remaining amortization periods for in-place leases, above-market lease assets, below-market ground lease asset, and below-market lease liabilities acquired during the year ended December 31, 2019 were 14.7 years, 11.6 years, and 16.8 years, respectively, as of each property’s respective acquisition date.