RTL - Orange Capital Issues Statement and Releases KEY Questions in Advance of Today's GNL Management Call | Benzinga
Both ISS and Glass Lewis recommend GNL shareholders vote AGAINST the proposed value-destructive merger of GNL and RTL
NEW YORK, Sept. 5, 2023 /PRNewswire/ -- Orange Capital Ventures, LP ("Orange Capital"), a New York-based investment firm, today announced its continued opposition to the proposed merger of Global Net Lease, Inc. (NYSE: GNL) ("GNL" or the "Company") and the Necessity Retail REIT, Inc. (Nasdaq: RTL) ("RTL") (the "Merger"). We believe the merger not only lacks substantial financial or strategic value but also erodes shareholder value in both the near and long term.
Today's statement by GNL, asserting that the internalization consideration falls within the range of values observed in previous transactions, omits CRITICAL facts about GNL's Advisory Agreement (the "Advisory Agreement") governing the external management relationship between GNL and AR Global, including:
- This Advisory Agreement may be terminated in connection with a change of control for GNL to an independent third party (an "Independent COC").
- In an Independent COC, AR Global would only be entitled to a 2.5x advisory fee multiple, estimated by Orange Capital to be approximately $83 million. This Independent COC 2.5x multiple decreases to 2.0x from June 2025 through June 2030, and then to 1.5x thereafter.
- We believe the proposed Merger's $375 million "internalization" fee payable to AR Global is $292 million more than AR Global would currently receive ...