American Realty Capital Global Trust II And Global Net Lease To Merge

(RTTNews) - American Realty Capital Global Trust II, Inc. or Global II), announced that its Board of Directors unanimously approved a definitive agreement to merge with Global Net Lease, Inc. (GNL) to create a premier, global, single-tenant net lease REIT with a pro forma enterprise value of $3.3 billion.

The acquisition of Global II, valued at $647.9 million, includes a fixed exchange ratio of 2.27 GNL shares for each share of Global II common stock owned, providing Global II shareholders with a per share dividend of $1.61 once the transaction closes. Based on GNL's August 5, 2016, closing price of $8.63, each Global II share would be exchanged for $19.59 of GNL stock; the fixed exchange ratio allows Global II shareholders the opportunity to participate in share price movement, including any upside in GNL's stock going forward.

The combined company will own 345 properties in 7 countries, achieving needed critical scale for Global II. The combined company will have a more broadly diversified portfolio of high-quality real estate assets and should have enhanced access to global capital markets and a lower cost of capital than Global II.

The combined company will retain the Global Net Lease name, trade on the New York Stock Exchange under the ticker symbol "GNL," and continue to be led by the current management team of GNL. The transaction is expected to close in the fourth quarter of 2016.

As per the terms of the merger agreement, Global II shareholders will receive a fixed exchange ratio of 2.27 GNL shares for each share of Global II common stock owned, which allows Global II shareholders the opportunity to participate in share price movement in GNL's stock going forward. Upon close of the transaction, the combined company will immediately list the newly issued common shares on the NYSE, which will trade under GNL's existing ticker, "GNL." Based on GNL's August 5, 2016, closing price of $8.63 per share, each Global II share would be exchanged for $19.59 of GNL stock. This would represent total consideration of $247.0 million based on Global II fully diluted common shares outstanding as of July 31, 2016. In addition, GNL will assume or repay $424.3 million in existing indebtedness (net of $23.4 million cash and equivalents) as of March 31, 2016, representing an enterprise value of $647.9 million.

The combined company will continue to employ GNL's current management team. The combined company will have a five member board of directors, four of whom will be independent. Of these, one will be a newly appointed independent director initially designated by Global II.