Global Net Lease, Inc. · NYSE:GNL
Global Net Lease — Merger or Acquisition (November 2016)
18 slides from Global Net Lease's merger presentation, Nov 18, 2016
Slide 1: Proposed Merger with American Realty Capital Global Trust II
November 2016 Proposed Merger with American Realty Capital Global Trust II
Slide 2: Additional Information About the Proposed Transaction and Where to Find It
Additional Information About the Proposed Transaction and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval . In connection with the proposed transaction, Global Net Lease, Inc . (“
Slide 3: GNL Merger With ARC Global Trust II
GNL Merger With ARC Global Trust II (1) 3 ▪ Enhances GNL’s Portfolio: Brings U.S. / European portfolio mix to parity, expands the high - quality tenant base, increases rent PSF, and maintains long lease terms further diversifying and differentiating the GNL portfolio ▪ Achieves Significant Scale: In
Slide 4: Transaction Overview
Transaction Overview 4 Deal Summary Board Composition & Leadership Breakup Fee ▪ Global Net Lease, Inc. will acquire American Realty Capital Global Trust II ▪ 100% stock transaction , resulting in a $3.0 (1) billion combined pro forma enterprise value through the acquisition of a $620 million (2) ne
Slide 5: Tenant concentration and investment grade ratings
__________________________ 1. Investment grade tenant concentration and geographic distribution weighted by Annualized rental income converted from local c urr ency into USD as of June 30, 2016 for the in - place lease in the property on a straight - line basis, which includes tenant concessions suc
Slide 6: Merger Diversifies GNL Geographic Exposure And Maintains Asset Focus
Office 58% Industrial & Distribution 29% Retail 12% Other 1% Office 54% Industrial & Distribution 30% Retail 15% Other 1% U.S. 62% U.K. 18% Germany 9% The Netherlands 4% Finland 7% Geographically diverse, well - positioned portfolio of high - quality assets in the U.S. and Europe (1) _______________
Slide 7: Peer comparison: rent per square foot, lease term, investment grade
12.5 11.4 10.8 10.7 10.4 10.3 9.8 9.4 7.6 0.0 4.0 8.0 12.0 16.0 LXP NNN GNL SRC GNL PF SIR O WPC GPT 19.64 13.44 11.84 10.73 10.63 10.07 9.33 7.50 6.67 0.0 4.0 8.0 12.0 16.0 20.0 NNN O SRC GNL PF GNL SIR LXP WPC GPT 7 Rent per Square Ft. ($) Average Remaining Lease Term (Years) (1) % Investment Grad
Slide 8: Pro forma peer comparison
_____________________________ Source: Company filings, market data as of November 7, 2016 (1) Pro forma enterprise value prior to asset sales contemplated by the Company, calculated based on GNL closing price of $7.27 o n N ovember 7,2016; inclusive of net debt as of June 30, 2016 and share count as
Slide 9: Management Team and Board of Directors
Shameel Kahn CEO Gary Wilder Executive Chairman Jagdeep Kapoor CIO Moor Park Management Team Germany United Kingdom Nordics Benelux France Brian Mansouri Vice President Kyle Gray Analyst Jason Slear EVP Matt Furbish Director, IR and PR U.S. Team GNL Board of Directors William Kahane Director Edward
Slide 10: Roadmap to Future Growth
Diversification by: ▪ Tenant ▪ Geography ▪ Property Type ▪ Tenant Industry Merger Allows GNL to Achieve 2017 Acquisition Goal Roadmap to Future Growth Merger Exceeds GNL’s Acquisition Goals On - Going Asset Recycling Program ▪ Complete targeted asset sales by the end of Q1 2017 (1) Further Enhance D
Slide 11: What Do I Do Next? Your VOTE is Needed!
What Do I Do Next? Proxy statements will be mailed to shareholders If you have any questions about voting your shares in connection with the special meeting being held on December 20 , 2016 , please contact our proxy solicitor, D . F . King & Co . , Inc . at 800 - 659 - 5550 . Stockholders also have
Slide 12: Forward-looking statements
12 Certain statements made in this presentation are “forward - looking statements” (as defined in Section 21E of the Exchange Act), which reflect the expectations of GNL and Global II regarding future events. The forward - looking statements involve a number of risks, uncertainties and other facto
Slide 13: Risks and uncertainties
13 The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward - looking statements. See the section entitled “Item 1A. Risk Factors” in the Company’s Annual Report on
Slide 14: Risk factors (continued)
14 Adverse changes in exchange rates may reduce the value of our properties located outside of the United States. We may not generate cash flows sufficient to pay dividends to our stockholders, as such, we may be forced to borrow at unfavorable rates or depend on our Advisor to waive reimburseme
Slide 15: Projections
Projections 15 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 presentati
Slide 16: Definitions
Definitions 16 Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Rea l E state Investment Trusts ("NAREIT"), an industry trade group, has promulgated a measure known as funds from operations ("FFO"), whic h w e believe to be a
Slide 17: Definitions (Continued)
Definitions (Continued) 17 Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/dep rec iation model to an expensed - as - incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate s u
Slide 18: Definitions (Continued)
Definitions (Continued) 18 We believe that earnings before interest, taxes, depreciation and amortization adjusted for acquisition and transaction - related expenses, other non - cash items and including our pro - rata share from unconsolidated joint ventures ("Adjusted EBITDA") is an appropriate
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