Global Net Lease, Inc. · NYSE:GNL
Global Net Lease — Investor Presentation (June 2015)
38 slides from Global Net Lease's investor presentation, Jun 1, 2015
Slide 1: Global Net Lease
GLOBAL NET LEASE
Slide 2: NYSE Listing Summary and Tender Offer
Global Net Lease, Inc. NYSE: GNL June 2, 2015 $0.71 per share annualized distribution (paid monthly) No lock - up; shares will be freely tradable Management will not sell shares in connection with the listing Upon listing, we expect to commence a tender offer: Tender Amount: Up to $125 million Tende
Slide 3: Investment Highlights
Diversified by asset type, geography, tenant and tenant industry Focus on single tenant, net lease, income producing, mission critical assets in the U.S., UK, Germany, France, Belgium, Netherlands, Luxembourg and Finland Over 80% of NOI derived from investment grade rated or implied investment grade
Slide 4: Best In Class Portfolio
96.4% 97.7% 98.3% 98.4% 98.6% 98.6% 99.2% 99.6% 100.0% 100.0% 90% 92% 94% 96% 98% 100% LXP SIR CSG SRC NNN WPC O GPT STOR GNL Best In Class Portfolio Geographic Breakdown Occupancy Average Remaining Lease Term (Years) (2) ___________________________ Source: U.S. SEC Company filings as of 12/31/2014.
Slide 5: High-Quality Portfolio Overview
Property % of Tenant (4) Rating (5) Country Type NOI (2) Baa1 GER Office 5.4% AA+ US Office 5.1% BBB- US Retail 4.8% BBB US Distribution 4.4% BBB+ US Office 3.4% A2 UK Distribution 3.3% A FIN Office 3.1% Baa2 UK Office 2.7% A- US Office 2.4% AA- US Office 2.4% Top Ten Tenants - Subtotal 37.0% High -
Slide 6: Strong, Diversified Portfolio
Strong, Diversified Portfolio ___________________________ Source: All portfolio and financial information derived from unaudited company internal records. As of 12/31/2014 pro forma f or acquisitions completed / under contract subsequent to year end as of 3/31/2015. Note: All information is shown ba
Slide 7: Significant Global Opportunity
Significant Global Opportunity GNL is well - positioned to capitalize on incremental investment opportunities in the U.S. and Western Europe. Sovereign Debt Ratings U.S. AA+ UK AAA Germany AAA Netherlands AA+ Finland AA+ Belgium AA France AA Ireland A Poland A - Spain BBB Italy BBB - Portugal BB ___
Slide 8: Focused Investment Strategy Creates Value
Focused Investment Strategy Creates Value U.S ., UK , Germany, Finland , Belgium, Netherlands, Luxembourg and France Tenant Credit Quality Geography Real Estate / Market Fundamentals Asset Type Investment Strategy – Key Criteria Competitive advantage analysis Business model evaluation Tenant credit
Slide 9: Proven Track Record
Proven Track Record Over $25 billion Over $30 billion • Principals have combined experience of 66 years in the European real estate market • Acquired and currently asset manage 101 properties, $2.8 billion, 9.8 million sq. ft. across Europe since the beginning of 2013 • Among leading global real est
Slide 10: New Management Agreement – Key Highlights
New Management Agreement – Key Highlights 9 Lower Fees Term Stability Board Control The new management contract is projected to create meaningful savings for shareholders over the 20 - year term Eliminates acquisition and financing fees Management fees compare favorably to peer group Sliding cap of
Slide 11: Prior Agreement vs New Agreement
Prior Agreement New Agreement • 0.75% of cost of assets • 1.5% acquisition fees and expense reimbursement, and 0.75% financing fees (not to exceed 4.5% of purchase price) • Initial base fee of $18mm per annum (implied 0.75% of AUM) • To be increased by 1.25% on new equity raised • Eliminated acquisi
Slide 12: New Management Agreement Creates Savings
New Management Agreement Creates Savings 11 Executive Summary Portfolio Overview Investment Strategy Management Team Financial Overview Conclusion ___________________________ Sources: U.S. SEC Company filings as of 12/31/2014 and SNL Financial. 1. Total assets is equal to total assets before depreci
Slide 13: Flexible Balance Sheet
Fixed 75% Floating 25% Flexible Balance Sheet GNL has a flexible balance sheet to support distributions and future growth. ___________________________ Note: All information is shown based on U.S. Dollar equivalent. Dollar equivalent amounts based on the exchange rates as of 5 /28 /2015 (GBP - USD of
Slide 14: Pro Forma Run Rate AFFO
Key Assumptions: • $120 million of new mortgage debt financing in Europe at a weighted average interest rate of 2.6% • $125 million tender offer subscription at $10.50 per share • Includes the impact of contractual rent increases on in - place leases • 87% of NOI is derived from leases with contract
Slide 15: Attractive Valuation
$10.50 $11.38 $12.95 $14.03 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 GNL Tender Price 12.8x Comps Average (2) 13.9x GPT 15.8x O 17.1x Attractive Valuation ___________________________ Sources: U.S. SEC Company filings and SNL Financial. As of 12/31/2014. Market data as of 5/28/2015. Note: All informa
Slide 16: Select Peers
Select Peers Ticker GNL GPT WPC O Sq. Ft. (millions) 16.5 18.9 87.3 70.7 Occupancy 100.0% 99.6% 98.6% 99.2% % Investment Grade 46.9% 37.0% 26.4% 39.4% % Europe (3) 37.9% 0% 34.8% 0% G&A (% of Avg. Gross Assets) (4) 0.90% 1.62% N/A 0.46% Metrics At Tender Price (1) Metrics At Peer Average (1) (2) Tot
Slide 17: Conclusion
Assembled highest - quality net lease property portfolio Originated all assets in portfolio Established local presence and expertise in our markets Designed cost - effective management structure Created in - place hedges to mitigate currency risk Pursuing pragmatic, steady growth Conclusion RWE – No
Slide 18: Legal Notices
Legal Notices
Slide 19: Forward Looking Statements
Forward Looking Statements Certain statements made in this presentation are forward - looking statements . These forward - looking statements include statements regarding our intent, belief or current expectations and are based on various assumptions . These statements involve substantial risks and
Slide 20: Risk Factors
Risk Factors Our executive officers, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor's compensation arrangements with us and other investment programs advised by American Realty Capital affiliates and conflicts in allocating tim e amo
Slide 21: Projections
Projections This presentation includes estimated projections of future operating results . These projections were not prepared in accordance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation o
Slide 22: Important Notice
Important Notice This investor presentation is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company . The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials the Compa
Slide 23: Definitions
Definitions 21 Funds from operations (“FFO”) We define funds from operations (“FFO”) , a measure not determined pursuant to accounting principles generally accepted in the United States (“GAAP ”), consistent with the standards established by the White Paper on FFO approved by the Board of Governors
Slide 24: Definitions (cont'd) – AFFO
Definitions (cont’d) 22 Adjusted funds from operations (“AFFO”) We define adjusted funds from operations (“AFFO”), a non - GAAP financial measure, as FFO further adjusted for maintenance capital expenditures ; and the following items, as applicable, included in the determination of GAAP net income :
Slide 25: Definitions (cont'd) – NOI
Definitions (cont’d) 23 Net operating income (“NOI”) We define net operating income (“NOI”), a non - GAAP financial measure, as net income attributable to stockholders, the most directly comparable GAAP financial measure, minus discontinued operations, plus corporate general and administrative expen
Slide 26: Definitions (cont'd) – EBITDA
Definitions (cont’d) 24 Earnings before interest, taxes, depreciation and amortization (EBITDA) We define EBITDA, a non - GAAP financial measure, as net income in accordance with GAAP before interest, taxes, depreciation and amortization . We believe EBITDA is an appropriate measure of our ability t
Slide 27: Appendices
Appendices
Slide 28: The Company
The Company
Slide 29: Experienced Management Team
Experienced Management Team Executive Management Team Moor Park Capital Shemeel Khan Chief Executive Officer / Co - Founder 22 years of real estate experience Previously served as partner in the European Funds Group at Nomura Also worked in Real Estate Investment Banking at Bankers Trust Jagdeep Kap
Slide 30: Strong Corporate Governance
Majority independent Board of Directors , with additional oversight provided by an audit committee comprised solely of independent directors PricewaterhouseCoopers currently acts as the independent auditor for GNL Deloitte & Touche serves as the company’s internal auditors reporting directly to the
Slide 31: Management Team and Investment Committee
Shameel Kahn CEO Gary Wilder Executive Chairman Jagdeep Kapoor CIO Moor Park Investment Committee Germany United Kingdom Nordics Benelux France Michael Glaser Karan Daswani Illias Harcha Javier paz Valibuena Carolin Durr Lars Von der Berg Greg Smith Veronia Baldi Diego Voss Mike Pille Jamal Dutheil
Slide 32: Superior Sourcing Network
I NSTITUTIONS A DVISORS D EVELOPERS R ELATIONSHIP B ROKERAGE F IRMS “B AD B ANK ” D EBT P OOLS Origination network targeted to transactions with advantaged position Disciplined and rigorous approach to underwriting Capacity to underwrite complexity and structure creatively Portfolios / large - scale
Slide 33: Vigorous Asset Management Creates Value
Vigorous Asset Management Creates Value 11 full - time asset management personnel in the U.S. and Europe Combined executive leadership with local practitioners to provide superior asset management expertise across the U.S. and Europe. 29 Checks Compliance / Negotiation Management Credit Credits of t
Slide 34: Frequently Asked Questions
Frequently Asked Questions
Slide 35: Frequently Asked Questions
• No, there will not be a change in management, the same management team who assembled the property portfolio will continue to manage and build it. • No, there is no stockholder lock - up. Investors are free to sell their shares. Management will not sell its shares at the listing. • Existing DRIP wa
Slide 36: Frequently Asked Questions (cont'd)
• To provide investors an opportunity to sell their shares for cash, allowing for price certainty. • Potential short - vs. long - term capital gain treatment for tax purposes • Loss of yield • Loss of potential market upside from share price increases • Potential negative tax implications if shares
Slide 37: Tender Offer
Tender Offer
Slide 38: Tender Offer Considerations
Tender Offer Considerations Process Maintain GNL investment Continue to collect distribution May liquidate when desired Option to watch public trading levels Defers tax realization event Price volatility Hold My Shares Price certainty Number of shares accepted for tender uncertain Taxable sale of sh