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Global Net Lease to Acquire Sister REIT American Realty Capital Global Trust II

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Transaction to Create a Global Net Lease REIT with Enterprise Value of $3.3 Billion

AR Global, a New York-based asset manager and sponsor of nine independent non-traded REITs, is set to see two of its REITs merge. Global Net Lease Inc. agreed to acquire all of the outstanding common stock of American Realty Capital Global Trust II Inc. for $247 million.

With assumption of debt included, the deal has a transaction value of $647.9 million.

The combined company will retain the Global Net Lease name and trade on the New York Stock Exchange under the ticker symbol “GNL.”

The deal comes after months of preparation following AR Global’s capital raising group suspended fundraising at the end of last year on a handful of its REITs.

Today’s transaction creates a premier global net lease real estate investment trust, with an expected enterprise value of approximately $3.3 billion. The transaction joins two complementary European and U.S. net lease portfolios with a combined asset base of 345 properties in seven countries with 99 tenants comprising 23 million square feet.

“This transaction represents the realization of our targeted acquisition plan for 2016 and 2017, accelerating our growth,” said Scott Bowman, CEO and president of GNL.

GNL said it will benefit from improved portfolio metrics as overall rent per square foot and embedded contractual rent growth are expected to increase.

GNL’s management team will continue to run the combined company.

Another Bidder Could Emerge

The merger agreement does provide Global II with a go-shop period, during which Global II will actively solicit alternative proposals from third parties for the next 45 days.

The merger agreement provides for Global II to pay a termination fee of $1.2 million to GNL if Global II terminates the merger agreement in connection with a superior proposal that arises during the go-shop period.

Completion of the transaction is subject to the approval of GNL and Global II shareholders as well as satisfaction of customary closing conditions. The transaction is expected to close during the fourth quarter of 2016.

More AR Global Consolidation Could Be in the Works

AR Global has been showing signs of consolidating other of its REITs.

Preparation has been ongoing for AR Global’s American Finance Trust Inc. to acquire Healthcare Trust Inc., Realty Finance Trust Inc., American Realty Capital – Retail Centers of America Inc. and American Realty Capital Healthcare Trust III Inc.

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