Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37390 | |
Entity Registrant Name | Global Net Lease, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 45-2771978 | |
Entity Address, Address Line One | 650 Fifth Ave., 30th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 415-6500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Shares, Shares Outstanding | 230,338,814 | |
Entity Central Index Key | 0001526113 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock, $0.01 par value per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | GNL | |
Security Exchange Name | NYSE | |
Series A Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Trading Symbol | GNL PR A | |
Security Exchange Name | NYSE | |
Series B Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | |
Trading Symbol | GNL PR B | |
Security Exchange Name | NYSE | |
Series D Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | |
Trading Symbol | GNL PR D | |
Security Exchange Name | NYSE | |
Series E Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | |
Trading Symbol | GNL PR E | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Real estate investments, at cost (Note 4): | ||
Land | $ 1,432,508 | $ 494,101 |
Buildings, fixtures and improvements | 5,810,267 | 3,276,656 |
Construction in progress | 27,842 | 26,717 |
Acquired intangible lease assets | 1,366,597 | 689,275 |
Total real estate investments, at cost | 8,637,214 | 4,486,749 |
Less accumulated depreciation and amortization | (1,003,597) | (891,479) |
Total real estate investments, net | 7,633,617 | 3,595,270 |
Assets held for sale | 1,299 | 0 |
Cash and cash equivalents | 133,439 | 103,335 |
Restricted cash | 44,998 | 1,110 |
Derivative assets, at fair value (Note 9) | 26,400 | 37,279 |
Unbilled straight-line rent | 76,264 | 73,037 |
Operating lease right-of-use asset (Note 11) | 75,669 | 49,166 |
Prepaid expenses and other assets | 122,636 | 64,348 |
Deferred tax assets | 2,559 | 3,647 |
Goodwill | 51,018 | 21,362 |
Deferred financing costs, net | 16,814 | 12,808 |
Total Assets | 8,184,713 | 3,961,826 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net (Note 5) | 2,571,664 | 1,233,081 |
Revolving credit facility (Note 6) | 1,609,931 | 669,968 |
Senior notes, net (Note 7) | 881,320 | 493,122 |
Acquired intangible lease liabilities, net | 98,323 | 24,550 |
Derivative liabilities, at fair value (Note 9) | 269 | 328 |
Accounts payable and accrued expenses | 117,993 | 22,889 |
Operating lease liability (Note 11) | 47,893 | 21,877 |
Prepaid rent | 47,070 | 28,456 |
Deferred tax liability | 6,029 | 7,264 |
Dividends payable | 10,995 | 5,189 |
Total Liabilities | 5,391,487 | 2,507,907 |
Commitments and contingencies (Note 11) | 0 | 0 |
Stockholders’ Equity (Note 10): | ||
Common Stock, $0.01 par value, 250,000,000 shares authorized, 230,828,875 and 104,141,899 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 3,638 | 2,371 |
Additional paid-in capital | 4,349,401 | 2,683,169 |
Accumulated other comprehensive income | (602) | 1,147 |
Accumulated deficit | (1,560,738) | (1,247,781) |
Total Stockholders’ Equity | 2,791,939 | 1,439,021 |
Non-controlling interest | 1,287 | 14,898 |
Total Equity | 2,793,226 | 1,453,919 |
Total Liabilities and Equity | 8,184,713 | 3,961,826 |
Related Party | ||
Real estate investments, at cost (Note 4): | ||
Due from related parties | 0 | 464 |
LIABILITIES AND EQUITY | ||
Due to related parties | 0 | 1,183 |
Stockholders’ Equity (Note 10): | ||
Additional paid-in capital | 27,700 | |
Series A Preferred Stock | ||
Stockholders’ Equity (Note 10): | ||
Cumulative redeemable preferred stock | 68 | 68 |
Series B Preferred Stock | ||
Stockholders’ Equity (Note 10): | ||
Cumulative redeemable preferred stock | 47 | 47 |
Series D Preferred Stock | ||
Stockholders’ Equity (Note 10): | ||
Cumulative redeemable preferred stock | 79 | 0 |
Series E Preferred Stock | ||
Stockholders’ Equity (Note 10): | ||
Cumulative redeemable preferred stock | $ 46 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, issued (in shares) | 230,828,875 | 104,141,899 |
Common stock, outstanding (in shares) | 230,828,875 | 104,141,899 |
Series A Preferred Stock | ||
Preferred stock, dividend rate | 7.25% | 7.25% |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred stock, authorized (in shares) | 9,959,650 | 9,959,650 |
Preferred stock, issued (in shares) | 6,799,467 | 6,799,467 |
Preferred stock, outstanding (in shares) | 6,799,467 | 6,799,467 |
Series B Preferred Stock | ||
Preferred stock, dividend rate | 6.875% | 6.875% |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred stock, authorized (in shares) | 11,450,000 | 11,450,000 |
Preferred stock, issued (in shares) | 4,695,887 | 4,695,887 |
Preferred stock, outstanding (in shares) | 4,695,887 | 4,695,887 |
Series D Preferred Stock | ||
Preferred stock, dividend rate | 7.50% | 7.50% |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred stock, authorized (in shares) | 7,933,711 | 0 |
Preferred stock, issued (in shares) | 7,933,711 | 0 |
Preferred stock, outstanding (in shares) | 7,933,711 | 0 |
Series E Preferred Stock | ||
Preferred stock, dividend rate | 7.375% | 7.375% |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred stock, authorized (in shares) | 4,595,175 | 0 |
Preferred stock, issued (in shares) | 4,595,175 | 0 |
Preferred stock, outstanding (in shares) | 4,595,175 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue from tenants | $ 118,168 | $ 92,599 | $ 308,344 | $ 284,909 |
Expenses: | ||||
Property operating | 13,623 | 7,765 | 30,802 | 23,023 |
Operating fees to related parties | 8,652 | 10,088 | 28,863 | 30,245 |
Impairment charges | 65,706 | 796 | 65,706 | 17,057 |
Merger, transaction and other costs | 43,765 | 103 | 50,143 | 244 |
Settlement costs | 14,643 | 0 | 29,727 | 0 |
General and administrative | 6,977 | 4,060 | 23,320 | 11,629 |
Equity-based compensation | 10,444 | 3,132 | 16,239 | 9,217 |
Depreciation and amortization | 49,232 | 37,791 | 123,558 | 117,039 |
Total expenses | 213,042 | 63,735 | 368,358 | 208,454 |
Operating income before gain on dispositions of real estate investments | (94,874) | 28,864 | (60,014) | 76,455 |
(Loss) Gain on dispositions of real estate investments | (684) | 143 | (684) | 205 |
Operating income | (95,558) | 29,007 | (60,698) | 76,660 |
Other income (expense): | ||||
Interest expense | (41,161) | (24,207) | (95,836) | (71,779) |
Loss on extinguishment of debt | 0 | (41) | (404) | (383) |
Gain on derivative instruments | 3,217 | 13,121 | 787 | 25,534 |
Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness | 0 | 0 | 0 | 2,439 |
Other income | 119 | 10 | 1,835 | 854 |
Total other expense, net | (37,825) | (11,117) | (93,618) | (43,335) |
Net (loss) income before income tax | (133,383) | 17,890 | (154,316) | 33,325 |
Income tax expense | (2,801) | (3,052) | (9,016) | (8,662) |
Net (loss) income | (136,184) | 14,838 | (163,332) | 24,663 |
Preferred stock dividends | (6,304) | (5,099) | (16,502) | (15,288) |
Net (loss) income attributable to common stockholders | $ (142,488) | $ 9,739 | $ (179,834) | $ 9,375 |
Basic and Diluted (Loss) Income Per Share: | ||||
Net (loss) income per share attributable to common stockholders — Basic (in dollars per share) | $ (1.11) | $ 0.09 | $ (1.62) | $ 0.08 |
Net (loss) income per share attributable to common stockholders — Diluted (in dollars per share) | $ (1.11) | $ 0.09 | $ (1.62) | $ 0.08 |
Weighted average common shares outstanding: | ||||
Weighted average shares outstanding — Basic (in shares) | 130,824,684 | 103,714,646 | 113,017,882 | 103,654,157 |
Weighted average shares outstanding — Diluted (in shares) | 130,824,684 | 103,714,646 | 113,017,882 | 103,654,157 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (136,184) | $ 14,838 | $ (163,332) | $ 24,663 |
Other comprehensive income (loss) | ||||
Cumulative translation adjustment | (11,260) | (30,706) | 6,072 | (68,738) |
Designated derivatives, fair value adjustments | (935) | 15,321 | (7,821) | 28,293 |
Other comprehensive income (loss) | (12,195) | (15,385) | (1,749) | (40,445) |
Comprehensive loss | (148,379) | (547) | (165,081) | (15,782) |
Preferred stock dividends | (6,304) | (5,099) | (16,502) | (15,288) |
Comprehensive loss attributable to common stockholders | $ (154,683) | $ (5,646) | $ (181,583) | $ (31,070) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Series A Preferred Stock | Series B Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | Common Stock | Common Stock REIT Merger And Internalization Merger | Class A Units | Total Stockholders’ Equity | Total Stockholders’ Equity Series A Preferred Stock | Total Stockholders’ Equity Series B Preferred Stock | Total Stockholders’ Equity Series D Preferred Stock | Total Stockholders’ Equity Series E Preferred Stock | Total Stockholders’ Equity Common Stock | Total Stockholders’ Equity Common Stock REIT Merger And Internalization Merger | Preferred Stock Series A Preferred Stock | Preferred Stock Series B Preferred Stock | Preferred Stock Series D Preferred Stock | Preferred Stock Series E Preferred Stock | Common Stock | Common Stock Common Stock | Common Stock Common Stock REIT Merger And Internalization Merger | Additional Paid-in Capital | Additional Paid-in Capital Series B Preferred Stock | Additional Paid-in Capital Series D Preferred Stock | Additional Paid-in Capital Series E Preferred Stock | Additional Paid-in Capital Common Stock | Additional Paid-in Capital Common Stock REIT Merger And Internalization Merger | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Accumulated Deficit Series A Preferred Stock | Accumulated Deficit Series B Preferred Stock | Accumulated Deficit Series D Preferred Stock | Accumulated Deficit Series E Preferred Stock | Accumulated Deficit Common Stock | Non-controlling interest | Non-controlling interest Common Stock | Non-controlling interest Class A Units |
Beginning balance (in shares) at Dec. 31, 2021 | 6,799,467 | 4,503,893 | 103,900,452 | |||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 1,626,635 | $ 1,620,720 | $ 68 | $ 45 | $ 2,369 | $ 2,675,154 | $ 15,546 | $ (1,072,462) | $ 5,915 | |||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Issuance of stock, net (in shares) | 191,994 | 70,218 | ||||||||||||||||||||||||||||||||||||
Issuance of stock, net | $ 4,707 | $ 951 | $ 4,707 | $ 951 | $ 2 | $ 1 | $ 4,705 | $ 950 | ||||||||||||||||||||||||||||||
Dividends declared, common stock | (124,879) | (124,879) | $ (124,879) | |||||||||||||||||||||||||||||||||||
Dividends declared, preferred stock | $ (9,243) | (6,045) | $ (9,243) | (6,045) | $ (9,243) | $ (6,045) | ||||||||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures (in shares) | 227,243 | |||||||||||||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures | 9,217 | 2,479 | $ 2 | 2,477 | 6,738 | |||||||||||||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock (in shares) | (53,433) | |||||||||||||||||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock | (687) | (687) | $ (1) | (686) | ||||||||||||||||||||||||||||||||||
Distributions to non-controlling interest holders | (300) | (300) | (300) | |||||||||||||||||||||||||||||||||||
Net income | 24,663 | 24,663 | 24,663 | |||||||||||||||||||||||||||||||||||
Cumulative translation adjustment | (68,738) | (68,738) | (68,738) | |||||||||||||||||||||||||||||||||||
Designated derivatives, fair value adjustments | 28,293 | 28,293 | 28,293 | |||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 6,799,467 | 4,695,887 | 104,144,480 | |||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | 1,484,574 | 1,471,921 | $ 68 | $ 47 | $ 2,371 | 2,682,600 | (24,899) | (1,188,266) | 12,653 | |||||||||||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 6,799,467 | 4,685,712 | 104,097,372 | |||||||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2022 | 1,527,918 | 1,517,511 | $ 68 | $ 47 | $ 2,371 | 2,680,737 | (9,514) | (1,156,198) | 10,407 | |||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Common stock issued for earned and vested GNL LTIP Units | 0 | |||||||||||||||||||||||||||||||||||||
Issuance of stock, net (in shares) | 10,175 | 70,218 | ||||||||||||||||||||||||||||||||||||
Issuance of stock, net | 238 | 997 | 238 | 997 | $ 1 | $ 238 | 996 | |||||||||||||||||||||||||||||||
Dividends declared, common stock | (41,707) | (41,707) | (41,707) | |||||||||||||||||||||||||||||||||||
Dividends declared, preferred stock | (3,081) | (2,018) | (3,081) | (2,018) | (3,081) | (2,018) | ||||||||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures (in shares) | (1,500) | |||||||||||||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures | 3,131 | 885 | $ (1) | 886 | 2,246 | |||||||||||||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock (in shares) | (21,610) | |||||||||||||||||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock | (257) | (257) | (257) | |||||||||||||||||||||||||||||||||||
Distributions to non-controlling interest holders | (100) | (100) | (100) | |||||||||||||||||||||||||||||||||||
Net income | 14,838 | 14,838 | 14,838 | |||||||||||||||||||||||||||||||||||
Cumulative translation adjustment | (30,706) | (30,706) | (30,706) | |||||||||||||||||||||||||||||||||||
Designated derivatives, fair value adjustments | 15,321 | 15,321 | 15,321 | |||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 6,799,467 | 4,695,887 | 104,144,480 | |||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | 1,484,574 | 1,471,921 | $ 68 | $ 47 | $ 2,371 | 2,682,600 | (24,899) | (1,188,266) | 12,653 | |||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 6,799,467 | 4,695,887 | 0 | 0 | 104,141,899 | |||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | 1,453,919 | 1,439,021 | $ 68 | $ 47 | $ 0 | $ 0 | $ 2,371 | 2,683,169 | 1,147 | (1,247,781) | 14,898 | |||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Settlement and consulting costs paid with Common Stock (Note 10) (in shares) | 2,140,579 | |||||||||||||||||||||||||||||||||||||
Settlement and consulting costs paid with Common Stock (Note 10) | 21,894 | 21,894 | $ 21 | 21,873 | ||||||||||||||||||||||||||||||||||
Common stock issued for earned and vested GNL LTIP Units (in shares) | 883,750 | |||||||||||||||||||||||||||||||||||||
Common stock issued for earned and vested GNL LTIP Units | 27,675 | $ 9 | 27,666 | $ (27,675) | ||||||||||||||||||||||||||||||||||
Issuance of stock, net (in shares) | 123,257,658 | |||||||||||||||||||||||||||||||||||||
Issuance of stock, net | (45) | $ 1,369,393 | (45) | $ 1,369,393 | $ 1,233 | (45) | $ 1,368,160 | |||||||||||||||||||||||||||||||
Issuance of Restricted Shares (in shares) | 221,136 | |||||||||||||||||||||||||||||||||||||
Issuance of Restricted Shares | 2 | 2 | $ 2 | |||||||||||||||||||||||||||||||||||
Issuance of preferred stock (in shares) | 7,933,711 | 4,595,175 | ||||||||||||||||||||||||||||||||||||
Issuance of preferred stock | $ 155,580 | $ 90,755 | $ 1,287 | $ 155,580 | $ 90,755 | $ 79 | $ 46 | $ 155,501 | $ 90,709 | 1,287 | ||||||||||||||||||||||||||||
Dividends declared, common stock | (125,329) | (125,329) | (125,329) | |||||||||||||||||||||||||||||||||||
Dividends declared, preferred stock | (9,243) | (6,054) | (3,718) | (2,118) | (9,243) | (6,054) | (3,718) | (2,118) | (9,243) | (6,054) | $ (3,718) | $ (2,118) | ||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures (in shares) | 290,883 | |||||||||||||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures | 16,239 | 3,462 | $ 3 | 3,459 | 12,777 | |||||||||||||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock (in shares) | (107,030) | |||||||||||||||||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock | (1,092) | (1,092) | $ (1) | (1,091) | ||||||||||||||||||||||||||||||||||
Distributions to non-controlling interest holders | (3,163) | (3,163) | (3,163) | |||||||||||||||||||||||||||||||||||
Net income | (163,332) | (163,332) | (163,332) | |||||||||||||||||||||||||||||||||||
Cumulative translation adjustment | 6,072 | 6,072 | 6,072 | |||||||||||||||||||||||||||||||||||
Designated derivatives, fair value adjustments | (7,821) | (7,821) | (7,821) | |||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 6,799,467 | 4,695,887 | 7,933,711 | 4,595,175 | 230,828,875 | |||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | 2,793,226 | 2,791,939 | $ 68 | $ 47 | $ 79 | $ 46 | $ 3,638 | 4,349,401 | (602) | (1,560,738) | 1,287 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2023 | 6,799,467 | 4,695,887 | 0 | 0 | 104,406,356 | |||||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2023 | 1,355,169 | 1,335,779 | $ 68 | $ 47 | $ 0 | $ 0 | $ 2,374 | 2,690,375 | 11,593 | (1,368,678) | 19,390 | |||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Settlement and consulting costs paid with Common Stock (Note 10) (in shares) | 2,140,579 | |||||||||||||||||||||||||||||||||||||
Settlement and consulting costs paid with Common Stock (Note 10) | 15,642 | 15,642 | $ 21 | 15,621 | ||||||||||||||||||||||||||||||||||
Common stock issued for earned and vested GNL LTIP Units (in shares) | 883,750 | |||||||||||||||||||||||||||||||||||||
Common stock issued for earned and vested GNL LTIP Units | 27,675 | $ 9 | 27,666 | $ (27,675) | ||||||||||||||||||||||||||||||||||
Issuance of stock, net (in shares) | 123,257,658 | |||||||||||||||||||||||||||||||||||||
Issuance of stock, net | (20) | $ 1,369,393 | (20) | $ 1,369,393 | $ 1,233 | $ (20) | $ 1,368,160 | |||||||||||||||||||||||||||||||
Issuance of Restricted Shares (in shares) | 221,136 | |||||||||||||||||||||||||||||||||||||
Issuance of Restricted Shares | 2 | 2 | $ 2 | |||||||||||||||||||||||||||||||||||
Issuance of preferred stock (in shares) | 7,933,711 | 4,595,175 | ||||||||||||||||||||||||||||||||||||
Issuance of preferred stock | 155,580 | 90,755 | $ 1,287 | 155,580 | 90,755 | $ 79 | $ 46 | $ 155,501 | $ 90,709 | $ 1,287 | ||||||||||||||||||||||||||||
Dividends declared, common stock | $ (41,978) | $ (41,978) | $ (41,978) | |||||||||||||||||||||||||||||||||||
Dividends declared, preferred stock | $ (3,081) | $ (2,018) | $ (3,718) | $ (2,118) | $ (3,081) | $ (2,018) | $ (3,718) | $ (2,118) | $ (3,081) | $ (2,018) | $ (3,718) | $ (2,118) | ||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures (in shares) | (2,631) | |||||||||||||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures | 10,444 | 2,159 | 2,159 | 8,285 | ||||||||||||||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock (in shares) | (77,973) | |||||||||||||||||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock | (771) | (771) | $ (1) | (770) | ||||||||||||||||||||||||||||||||||
Distributions to non-controlling interest holders | (2,963) | (2,963) | (2,963) | |||||||||||||||||||||||||||||||||||
Net income | (136,184) | (136,184) | (136,184) | |||||||||||||||||||||||||||||||||||
Cumulative translation adjustment | (11,260) | (11,260) | (11,260) | |||||||||||||||||||||||||||||||||||
Designated derivatives, fair value adjustments | (935) | (935) | (935) | |||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 6,799,467 | 4,695,887 | 7,933,711 | 4,595,175 | 230,828,875 | |||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 2,793,226 | $ 2,791,939 | $ 68 | $ 47 | $ 79 | $ 46 | $ 3,638 | $ 4,349,401 | $ (602) | $ (1,560,738) | $ 1,287 |
CONSOLDATED STATEMENTS OF CHANG
CONSOLDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common stock, dividends (in dollars per share) | $ 0.40 | $ 0.40 | $ 1.20 | $ 1.20 |
Series A Preferred Stock | ||||
Preferred stock, dividends (in dollars per share) | 0.45 | 0.45 | 1.35 | 1.35 |
Series B Preferred Stock | ||||
Preferred stock, dividends (in dollars per share) | 0.43 | $ 0.43 | 1.29 | $ 1.29 |
Series D Preferred Stock | ||||
Preferred stock, dividends (in dollars per share) | 0.47 | 0.47 | ||
Series E Preferred Stock | ||||
Preferred stock, dividends (in dollars per share) | $ 0.46 | $ 0.46 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (163,332) | $ 24,663 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 76,497 | 72,707 |
Amortization of intangibles | 47,061 | 44,332 |
Amortization of deferred financing costs | 6,214 | 7,254 |
Amortization of mortgage discounts | 3,838 | 714 |
Amortization of below-market lease liabilities | (2,906) | (2,733) |
Amortization of above-market lease assets | 5,946 | 3,048 |
Amortization related to right-of-use assets | 656 | 639 |
Amortization of lease incentives and commissions | 1,327 | 938 |
Unbilled straight-line rent | (3,676) | (7,509) |
Termination fee receipt | 0 | 9,003 |
Equity-based compensation | 16,239 | 9,217 |
Unrealized gains on foreign currency transactions, derivatives, and other | 2,345 | (21,263) |
Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness | 0 | (2,439) |
Loss on extinguishment of debt | 404 | 383 |
Loss (gain) on disposition of real estate investments | 684 | (205) |
Lease incentive and commission payments | (2,777) | (5,122) |
Impairment charges | 65,706 | 17,057 |
Settlement and consulting costs paid/to be paid with common stock | 21,894 | 0 |
Changes in operating assets and liabilities, net: | ||
Prepaid expenses and other assets | 4,085 | (4) |
Accounts payable and accrued expenses | 7,571 | 990 |
Prepaid rent | 175 | 7,746 |
Taxes payable | 0 | 190 |
Net cash provided by operating activities | 87,951 | 159,606 |
Cash flows from investing activities: | ||
Investment in real estate and real estate related assets | (81,362) | (33,894) |
Cash used in business combination, net of cash acquired | (450,776) | 0 |
Capital expenditures | (29,568) | (19,155) |
Net proceeds from disposition of real estate investments | 7,926 | 5,830 |
Net cash used in investing activities | (553,780) | (47,219) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 949,945 | 145,078 |
Principal payments on mortgage notes payable | (261,112) | (58,185) |
Payments on early extinguishment of debt charges | (169) | 0 |
Common shares repurchased upon vesting of restricted stock | (1,091) | (687) |
Payments of financing costs | (6,750) | (10,116) |
Dividends paid on Common Stock | (125,280) | (125,180) |
Distributions to non-controlling interest holders | (3,163) | (300) |
Net cash provided by (used in) financing activities | 537,038 | (58,936) |
Net change in cash, cash equivalents and restricted cash | 71,209 | 53,451 |
Effect of exchange rate changes on cash | 2,783 | (12,114) |
Cash, cash equivalents and restricted cash, beginning of period | 104,445 | 93,311 |
Cash, cash equivalents and restricted cash, end of period | 178,437 | 134,648 |
Cash and cash equivalents, end of period | 133,439 | 128,014 |
Restricted cash, end of period | 44,998 | 6,634 |
Cash, cash equivalents and restricted cash, end of period | 178,437 | 134,648 |
Non-Cash Activity: | ||
Equity issued in business combination | 1,617,015 | 0 |
Term Loan converted to Revolving Credit Facility | 0 | 268,511 |
Loss on extinguishment of debt | 235 | 0 |
Mortgages | ||
Non-Cash Activity: | ||
Assumed in business combination | 1,740,232 | 0 |
Discount on mortgages and senior notes assumed in business combination | (152,777) | 0 |
Senior Notes | ||
Non-Cash Activity: | ||
Assumed in business combination | 500,000 | 0 |
Discount on mortgages and senior notes assumed in business combination | (113,750) | 0 |
Common Stock | ||
Cash flows from financing activities: | ||
Common Stock issuance costs | (45) | |
Common Stock issuance costs | 951 | |
Series B Preferred Stock | ||
Cash flows from financing activities: | ||
Series B Preferred Stock issuance proceeds, net | 0 | 4,707 |
Dividends paid on Preferred Stock | (6,054) | (5,961) |
Series A Preferred Stock | ||
Cash flows from financing activities: | ||
Dividends paid on Preferred Stock | $ (9,243) | $ (9,243) |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Global Net Lease, Inc. (the “Company”) is a real estate investment trust for United States (“U.S.”) federal income tax purposes (“REIT”) that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe. Historically, the Company focused on acquiring and managing a globally diversified portfolio of strategically-located commercial real estate properties, which consisted primarily of mission-critical, single tenant net-lease assets. As a result of acquiring The Necessity Retail REIT, Inc. (“RTL”) in the quarter ended September 30, 2023, as further discussed below, the Company acquired a diversified portfolio of 989 properties consisting of primarily necessity-based retail single-tenant and multi-tenant properties in the U.S. Until September 12, 2023, the Company was managed by Global Net Lease Advisors, LLC (“Advisor”), who managed the Company’s day-to-day business with the assistance of our property manager, Global Net Lease Properties, LLC (“Property Manager”), who managed and leased our properties to third parties. Prior to September 12, 2023, the Advisor and the Property Manager were under common control with AR Global Investments, LLC (“AR Global”), and these related parties had historically received compensation and fees for various services provided to the Company. On September 12, 2023, the Company internalized its advisory and property management functions as well as the advisory and property management functions of RTL as a result of the Internalization Merger (defined below) in the quarter ended September 30, 2023. As of September 30, 2023, the Company owned 1,304 properties consisting of 66.8 million rentable square feet, which were 96.3% leased, with a weighted-average remaining lease term of 6.9 years. Based on the percentage of annualized rental income on a straight-line basis as of September 30, 2023, 81% of the Company’s properties were located in the U.S. and Canada and 19% were located in Europe. In addition, as of September 30, 2023, the Company’s portfolio was comprised of 32% Industrial & Distribution properties, 27% Multi-Tenant retail properties, 21% Single-Tenant Retail properties and 20% Office properties. These represent our four reportable segments and the percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of September 30, 2023. The straight-line rent includes amounts for tenant concessions. The Company’s properties are leased primarily to “Investment Grade” tenants, which includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of the tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s Analytics tool, which generates an implied rating by measuring an entity’s probability of default. The Acquisition of The Necessity Retail REIT and the Internalization On September 12, 2023 (the “Acquisition Date”), the REIT Merger (as defined below) and the Internalization Merger (as defined below) were both consummated (collectively, the “Mergers”). The REIT Merger and Internalization Merger were conditioned upon each other and accordingly are considered “related” and treated as a single transaction for accounting and reporting purposes. The REIT Merger Pursuant to the terms and conditions of the Agreement and Plan of Merger dated May 23, 2023 (the “REIT Merger Agreement”), on the Acquisition Date, RTL merged with and into Osmosis Sub I, LLC, a wholly-owned subsidiary of GNL (“REIT Merger Sub”), with REIT Merger Sub continuing as the surviving entity (the “REIT Merger”) and a wholly-owned subsidiary of GNL, followed by Osmosis Sub II, LLC, a wholly-owned subsidiary of the Global Net Lease Operating Partnership, L.P. (the “OP”), merging with and into The Necessity Retail REIT Operating Partnership, L.P. (“RTL OP”), with RTL OP continuing as the surviving entity (the “OP Merger” and collectively with the REIT Merger, the “REIT Mergers”). On the Acquisition Date, pursuant to the REIT Merger Agreement, each issued and outstanding share of RTL’s (i) Class A Common Stock, par value $0.01 per share (the “RTL Class A Common Stock”), was converted into 0.670 shares (the “Exchange Ratio”) of GNL’s Common Stock, par value $0.01 per share (“Common Stock”), (ii) 7.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“RTL Series A Preferred Stock”), was automatically converted into one share of newly created 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), and (iii) 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (“RTL Series C Preferred Stock”), was automatically converted into one share of newly created 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”). On the Acquisition Date, after the REIT Merger but prior to the OP Merger, REIT Merger Sub distributed its general partnership interests in RTL OP to the Company. The Company, in turn, contributed its general partnership interests in RTL OP to the OP and, in turn, the OP contributed the general partnership interests in RTL OP to GNL Retail GP, LLC, a newly formed limited liability company that is wholly owned by the OP (“GNL Retail”). By virtue of the OP Merger and without any further action on the part of the OP, (i) GNL Retail became the sole general partner of the surviving company with respect to the OP Merger; (ii) all the preferred units of RTL OP held by REIT Merger Sub immediately after the Acquisition Date were cancelled and no payment was made with respect thereto; (iii) the OP continues as the sole limited partner of RTL OP; and (iv) each OP unit held by a limited partner of RTL OP other than RTL or any subsidiary of RTL issued and outstanding immediately prior to the Acquisition Date was automatically converted into new OP units in an amount equal to (x) one multiplied by (y) the Exchange Ratio, and each holder of new OP units was admitted as a limited partner of the OP in accordance with the terms of the partnership agreement of the OP. As a result, GNL Retail became the general partner and the OP is now the limited partner of RTL OP. The Internalization Merger Pursuant to the terms and conditions of the Agreement and Plan of Merger dated May 23, 2023 (the “Internalization Merger Agreement”) to internalize the advisory and property management functions of the combined companies, on the Acquisition Date, (i) GNL Advisor Merger Sub LLC, a wholly-owned subsidiary of the OP merged with and into the Advisor, with the Advisor continuing in existence; (ii) GNL PM Merger Sub LLC, a wholly-owned subsidiary of the OP merged with and into the Property Manager, with the Property Manager continuing in existence; (iii) RTL Advisor Merger Sub LLC merged with and into Necessity Retail Advisors, LLC (“RTL Advisor”), with RTL Advisor continuing in existence; and (iv) RTL PM Merger Sub LLC, a wholly-owned subsidiary of the OP merged with and into Necessity Retail Properties, LLC (“RTL Property Manager”), with RTL Property Manager continuing in existence (collectively, the “Internalization Merger”). As a result of the consummation of the Internalization Merger, the advisory agreements were terminated for both the Company and RTL and the Company assumed both of the Company’s and RTL’s property management agreements and the Company was no longer externally managed. The Company internalized these functions with its own dedicated workforce (see Note 3 — The Mergers for additional information on the Internalization Merger and see Note 12 — Related Party Transactions and Arrangements for additional information on the Internalization Merger). Transaction Fees BMO Capital Markets Corp. (“BMO”), the financial advisor to the special committee of the board of directors of the Company (the “Board”) comprised solely of independent directors that was formed by the Board in connection with the Mergers (the “Special Committee”), was paid a fee of $30.0 million, $3.0 million of which was paid in the quarter ended June 30, 2023 upon delivery of BMO’s opinion regarding the REIT Merger and the remaining $27.0 million was paid upon consummation of the Mergers in the quarter ended September 30, 2023. In addition, the Company paid BMO a fee of $1.0 million in the quarter ended June 30, 2023, which was paid upon delivery of BMO’s opinion regarding the Internalization Merger. The Company has also agreed to reimburse BMO for its transaction-related expenses, which totaled approximately $0.3 million, and agreed to indemnify BMO and certain related parties against certain potential liabilities arising out of or in connection with its engagement. Other Details For additional details regarding the terms of the Mergers, including the fair value of the consideration paid and the purchase price allocation to the assets and liabilities acquired (see Note 3 — The Mergers ). In addition, various other impacts to the Company’s financial statements occurred in connection with the Mergers, which are discussed throughout these financial statements, including: • The assumption of RTL’s mortgage debt (see Note 5 — Mortgage Notes Payable ). • The repayment of RTL’s credit facility with additional borrowings from the Company’s credit facility, as well as an amendment to the Company’s credit facility (see Note 6 — Revolving Credit Facility ). • The assumption of RTL’s $500.0 million aggregate principal, 4.50% Senior Notes due 2028 (the “4.50% Senior Notes”) (see Note 7 — Senior Notes ). • The issuance of two newly created series of preferred stock that were issued to RTL preferred stockholders (see Note 10 — Stockholders’ Equity ). • The issuance of Common Stock to the Blackwells/Related Parties (see Note 10 — Stockholders’ Equity ). • The termination of the stockholder rights plan (see Note 10 — Stockholders’ Equity ). • The modification of the terms of the multi-year outperformance agreement entered into with the Advisor in 2021 (the “2021 OPP”) OPP to accelerate the timing for determining whether the award is vested and earned (see Note 2 — Summary of Significant Accounting Polices and Note 13 — Equity-Based Compensation ). Any RTL awards of long-term incentive plan units of limited partner interest in the RTL OP (“RTL LTIP Units”) that were earned prior to the Acquisition Date were converted into RTL Class A Common Stock prior to the Acquisition Date and were included in the consideration issued to holders of RTL Class A Common Stock (see Note 3 — The Mergers). • The issuance by the OP of units of limited partnership designated as “Class A Units” (“Class A Units”) to the previous holder of RTL’s units of limited partnership designated as “Class A Units” (“RTL Class A Units”) (see Note 10 — Stockholders’ Equity ). • The termination of the Fourth Amended and Restated Advisory Agreement (the “Advisory Agreement”) (see Note 12 — Related Party Transactions and Arrangements). • The Company has concluded that, as of September 30, 2023, it operates in four reportable segments consistent with its current management internal financial reporting purposes: (1) Industrial & Distribution, (2) Multi-Tenant Retail, (3) Single-Tenant Retail and (4) Office (see Note 15 — Segment Reporting). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results for the entire year or any subsequent interim period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 23, 2023. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2023 (see “Recently Issued Accounting Pronouncements” section below). Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, derivative financial instruments, hedging activities, equity-based compensation expenses related to the 2021 OPP income taxes and fair value measurements, as applicable. Noncontrolling Interests The non-controlling interests represent the portion of the equity in the OP that is not owned by the Company. Noncontrolling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net loss attributable to non-controlling interests on the consolidated statements of operations and comprehensive loss. Noncontrolling interests are allocated a share of net income or loss based on their share of equity ownership. The Company did not allocate any net loss to non-controlling interests as the amount was not significant. Revenue Recognition The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the non-cancelable term of the lease. As of September 30, 2023, the Company’s leases had a weighted-average remaining lease term of 6.9 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. For new leases after acquisition of a property, the commencement date is considered to be the date the lease is executed and the tenant has access to the space. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation for all leases in place at the time of acquisition. In the Company’s Industrial & Distribution, Single-Tenant Retail and Office segments, in addition to base rent, the Company’s lease agreements generally require tenants to pay for their property operating expenses or reimburse the Company for property operating expenses that the Company incurs (primarily insurance costs and real estate taxes). However, some limited property operating expenses that are not the responsibility of the tenant are absorbed by the Company. In the Company’s Multi-Tenant Retail segment, the Company owns, manages and leases multi-tenant properties where the Company generally pays for the property operating expenses for those properties and most of the Company’s tenants are required to pay their pro rata share of property operating expenses. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under ASC 842, the Company has reflected them on a net basis. The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the credit worthiness and financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under lease accounting rules, the Company is required to assess, based on credit risk only, if it is probable that it will collect virtually all of the lease payments at the lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If the Company determines that it is probable it will collect virtually all of the lease payments (rent and contractually reimbursable property operating expenses), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and the straight-line rent receivable would be written off where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in revenue from tenants on the accompanying consolidated statements of operations in the period the related costs are incurred, as applicable. Accounting for Leases Lessor Accounting As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed as incurred. As of September 30, 2023, the Company had two parcels of land leased to tenants that qualify as financing leases which were acquired in the REIT Merger. The carrying value of these leases was $6.5 million as of September 30, 2023 and the amounts are included in prepaid expenses and other assets on the Company’s consolidated balance sheet as of September 30, 2023. Income of $34,188 relating to these two leases is included in revenue from tenants in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2023. Lessee Accounting For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 11 — Commitments and Contingencies. Impairment of Long Lived Assets If circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings. Goodwill The Company evaluates goodwill for impairment at least annually or upon the occurrence of a triggering event. A triggering event is an event or circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed its annual impairment evaluation in the fourth quarter of 2022 to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Based on this assessment, the Company determined that the goodwill was not impaired as of December 31, 2022. There were no material changes to this assessment as of September 30, 2023. The Company recorded goodwill of $29.8 million during the three months ended September 30, 2023 related to the Mergers (see Note 3 — The Mergers). Reportable Segments As of September 30, 2023, the Company has determined that it has four reportable segments based on property type: (1) Industrial & Distribution, (2) Multi-Tenant Retail, (3) Single-Tenant Retail and (4) Office (see Note 15 — Segment Reporting for additional information). Derivative Instruments The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts to hedge all or a portion of the interest rate risk associated with its borrowings. In addition, all foreign currency denominated borrowings under the Company’s Revolving Credit Facility (as defined in Note 6 — Revolving Credit Facility and Term Loan, Net ) are designated as net investment hedges. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in the Company’s functional currency, the USD. The Company enters into derivative financial instruments in an effort to protect the value or fix the amount of certain obligations in terms of its functional currency. The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in foreign operations. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss) to the extent that it is effective. Equity-Based Compensation The Company has a stock-based incentive plan under which its directors, officers, other employees or entities that provide services to the Company, are eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share based payments. The cost of services received in exchange for a stock award is measured at the grant date fair value of the award and the expense for such awards is included in equity-based compensation on consolidated statements of operations and is recognized over the vesting period or when the requirements for exercise of the award have been met (see Note 13 — Equity-Based Compensation) . Multi-Year Outperformance Agreement On June 2, 2021, the Company entered into the 2021 OPP with the former Advisor. In connection with the Internalization Merger Agreement, the parties agreed to modify the terms of the existing 2021 OPP to accelerate the timing for determining whether the award is vested and earned, which changed the end date of the performance period to September 11, 2023, the day prior to Acquisition Date of the Mergers. Under the 2021 OPP, which became effective June 2, 2021, the Company initially recorded equity-based compensation evenly over the requisite service period of approximately 3.1 years beginning on May 3, 2021, the date that the Company’s independent directors approved the award of long-term incentive plan units of limited partner interest in the OP (“GNL LTIP Units”). However, due to the modification noted above, all of the remaining unrecognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023 (through September 11, 2023). Any RTL LTIP Units that were earned prior to the Acquisition Date were converted into RTL Class A Common Stock prior to the Acquisition Date and were included in the consideration issued to holders of RTL Class A Common Stock (see Note 3 — The Mergers). For additional information on the 2021 OPP and the ultimate determination of the vesting of the award on September 11, 2023, see Note 13 — Equity-Based Compensation. Under the accounting guidance, the total equity-based compensation expense calculated is fixed and reflected as a charge to earnings over the service period. Further, in the event of a modification, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, may result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period, however, the modification noted above had no incremental value to amortize. The expense for these non-employee awards is included in the equity-based compensation line item of the consolidated statements of operations. Income Taxes The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with the taxable year ended December 31, 2013. Commencing with such taxable year, the Company was organized to operate in such a manner as to qualify for taxation as a REIT under the Code and believes it has so qualified. The Company intends to continue to operate in such a manner to continue to qualify for taxation as a REIT, but no assurance can be given that it will operate in a manner to remain qualified as a REIT. After the REIT Merger, the asset and income tests for REIT qualification apply to all of GNL’s assets, including the assets that GNL acquired from RTL, and to all of GNL’s income, including the income derived from the assets that GNL acquired from RTL. As a result, the nature of the assets that GNL acquired from RTL and the income that GNL derived from those assets may have an effect on GNL’s tax qualification as a REIT. As a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable income. REITs are subject to a number of other organizational and operational requirements. The Company conducts business in various states and municipalities within the U.S., Canada, Puerto Rico, the United Kingdom and Western Europe and, as a result, the Company or one of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and certain foreign jurisdictions. As a result, the Company may be subject to certain federal, state, local and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease the Company’s earnings and available cash. In addition, the Company’s international assets and operations, including those owned through direct or indirect subsidiaries that are disregarded entities for U.S. federal income tax purposes, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. Significant judgment is required in determining the Company’s tax provision and in evaluating its tax positions. The Company establishes tax reserves based on a benefit recognition model, which the Company believes could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. The Company derecognizes the tax position when the likelihood of the tax position being sustained is no longer more likely than not. The Company recognizes deferred income taxes in certain of its subsidiaries taxable in the U.S. or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. The Company provides a valuation allowance against its deferred income tax assets when it believes that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit). The Company derives most of its REIT taxable income from its real estate operations in the U.S. and has historically distributed all of its REIT taxable income to its shareholders. As such, the Company’s real estate operations are generally not subject to U.S. federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state, local, and foreign taxes, as applicable. The Company’s deferred tax assets and liabilities are primarily the result of temporary differences related to the following: • Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, the Company assumes the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets; • Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs and depreciation expense; and • Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions that may be realized in future periods if the respective subsidiary generates sufficient taxable income. The Company recognizes current income tax expense for state and local income taxes and taxes incurred in its foreign jurisdictions. The Company’s current income tax expense fluctuates from period to period based primarily on the timing of its taxable income. Recently Issued Accounting Pronouncements Adopted as of January 1, 2022: In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815) . The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity. The standard also amends and makes targeted improvements to the related earnings per share guidance. The ASU became effective for the Company January 1, 2022, and did not have a material impact on the Company’s consolidated financial statements. Adopted as of September 30, 2023: In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
The Mergers
The Mergers | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
The Mergers | The Mergers Pursuant to the REIT Merger Agreement, each issued and outstanding share of RTL’s Class A Common Stock (or fraction thereof) as of the Acquisition Date was converted into shares of Common Stock equal to the Exchange Ratio. Also, pursuant to the REIT Merger Agreement: • The Company issued Common Stock (adjusted for the Exchange Ratio) for certain shares of restricted RTL Class A Common Stock (“RTL Restricted Shares”) (see table below for details). • The Company issued Class A Units (adjusted for the Exchange Ratio) to the previous holder of RTL Class A Units (see table below for details). • Holders of (i) RTL’s Series A Preferred Stock received one share of newly created Series D Preferred Stock and (ii) RTL’s Series C Preferred Stock received one share of newly created Series E Preferred Stock (see table below for details). As consideration for the Internalization Merger, the Company issued 29,614,825 shares of its Common Stock valued in the aggregate at $325.0 million to AR Global and paid cash in an amount equal to $50.0 million to AR Global. The number of shares issued in respect of the Internalization Merger was valued based on the Company’s 5-day volume-weighted average price as of market close on May 11, 2023 of $10.97 per share of Common Stock. The Company registered these shares for resale under the Securities Act, pursuant to the terms and conditions (including limitations) thereof. Fair Value of Consideration Transferred The following table presents the fair value of the consideration transferred to affect the acquisition: Fair Value Calculation Shares or Units Price Used to Calculate Fair Value Fair Value of Consideration Transferred (In thousands) Consideration Type Fair value of Common Stock issued to holders of RTL Class A Common Stock (1) 93,432,927 $ 11.11 (2) $ 1,038,040 Common Stock Fair value of Common Stock issued upon vesting of certain RTL Restricted Shares 209,906 $ 11.11 (2) 2,332 Common Stock Fair value of Common Stock issued to AR Global for the Internalization Merger 29,614,825 (3) $ 11.11 (2) 329,021 Common Stock Fair value of Class A Units issued by the OP to holder of RTL Class A Units 115,857 $ 11.11 (2) 1,287 Class A Units Fair value of GNL Series D Preferred Stock issued to holders of RTL Series A Preferred Stock (6) 7,933,711 (4) $ 19.61 (4) 155,580 Series D Preferred Stock Fair value of GNL Series E Preferred Stock to be issued to holders of RTL Series C Preferred Stock (6) 4,595,175 (5) $ 19.75 (5) 90,755 Series E Preferred Stock Total equity consideration 1,617,015 Cash consideration paid to AR Global 50,000 Cash Cash used to repay RTL’s credit facility at closing of the REIT Merger 466,000 Cash Total consideration transferred $ 2,133,015 ___________ (1) Includes RTL LTIP Units earned and converted to RTL Class A Common Stock and certain vested shares of RTL Restricted Shares, both of which occurred prior to the Acquisition Date (see Note 13 — Equity-based Compensation). (2) Represents the closing price of GNL’s Common Stock on the Acquisition Date. (3) The considered value of Common Stock to be issued to AR Global was $325.0 million for the Internalization Merger, and the number of shares issued was valued based on the Company’s 5-day volume-weighted average price as of market close on May 11, 2023. The price used to calculate fair value represents the closing price of GNL’s Common Stock on the Acquisition Date. (4) Each share of the RTL Series A Preferred Stock was exchanged for one new share of Series D Preferred Stock respectively. The price used to calculate fair value represents the closing price of the RTL Series A Preferred Stock on the Acquisition Date. (5) Each share of the RTL Series C Preferred Stock was exchanged for one new share of Series E Preferred Stock respectively. The price used to calculate fair value represents the closing price of the RTL Series C Preferred Stock on the Acquisition Date. Purchase Price Allocation The Mergers were all conditioned upon each other and accordingly are considered “related” and treated as a single transaction for accounting and reporting purposes. The Mergers are accounted for under the acquisition method for business combinations pursuant to GAAP, with the Company as the accounting acquirer of RTL. The consideration transferred by the Company in the Mergers establishes a new accounting basis for the assets acquired, liabilities assumed and any non-controlling interests, measured at their respective fair value as of the Acquisition Date. To the extent fair value of the consideration paid exceeds fair value of net assets acquired, any such excess represents goodwill. Adjustments to estimated fair value of identifiable assets and liabilities acquired in the Mergers, as well as adjustments to the consideration paid may change the determination and amount of goodwill and may impact depreciation, amortization and accretion based on revised fair value of assets acquired and liabilities assumed. The following table summarizes the provisional recording of the assets acquired and liabilities assumed as of Acquisition Date: (in thousands) Amount Assets Acquired: Land $ 954,967 Buildings, fixtures and improvements 2,526,810 Total tangible assets 3,481,777 Acquired intangible assets: In-place leases 582,475 Above-market lease assets 67,718 Total acquired intangible lease assets 650,193 Cash 65,223 Operating lease right-of-use assets 26,407 Prepaid expenses and other assets 60,862 Goodwill 29,817 Total assets acquired 4,314,279 Liabilities Assumed: Mortgage notes payable, net 1,587,455 Senior notes, net 386,250 Acquired intangible lease liabilities 76,682 Accounts payable and accrued expenses 86,031 Operating lease liabilities 26,407 Prepaid rent 18,439 Total liabilities assumed 2,181,264 Total consideration transferred $ 2,133,015 Goodwill Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Mergers includes the expected synergies and other benefits that we believe will result from the Internalization Merger and any intangible assets that do not qualify for separate recognition. Goodwill is not amortized and the Company has not yet allocated the goodwill to its segments due to the preliminary nature of the recording of the assets and liabilities assumed as of September 30, 2023. Actual and Pro Forma Impact of Acquisition The following table presents information for RTL that is included in the Company’s consolidated statements of income from the Acquisition Date through the Company’s three and nine months ended September 30, 2023: (In thousands) RTL’s Operations Included in GNL’s Results Revenue from tenants $ 22,616 Net loss $ (3,667) The following table presents unaudited supplemental pro forma information as if the Mergers had occurred on January 1, 2022 for the three and nine months ended September 30, 2023 and 2022. The unaudited supplemental pro forma financial information is not necessarily indicative of what the actual results of operations of the Company would have been assuming the Mergers had taken place on January 1, 2022, nor is it indicative of the results of operations for future periods. (In thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Pro Forma Revenue from tenants $ 199,272 $ 207,953 $ 605,828 $ 608,958 Pro Forma Net loss $ (209,703) $ (36,913) $ (294,690) $ (73,974) |
Real Estate Investments, Net
Real Estate Investments, Net | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | Real Estate Investments, Net Property Acquisitions The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2023, and, in the case of assets located outside of the U.S., based on the applicable exchange rate at the time of purchase. With the exception of the Mergers which was treated as a business combination (see Note 3 — The Mergers ), all other acquisitions are considered asset acquisitions for accounting purposes. Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 (Dollar amounts in thousands) Business Combination Asset Acquisitions Total Total (All Asset Acquisitions) Assets Acquired: Real estate investments, at cost: Land $ 954,967 $ 4,757 $ 959,724 $ 4,176 Buildings, fixtures and improvements 2,526,810 30,087 2,556,897 25,938 Total tangible assets 3,481,777 34,844 3,516,621 30,114 Intangibles acquired: In-place leases 582,475 4,128 586,603 4,010 Above-market lease assets 67,718 40,964 108,682 — Below-market lease liabilities — — — (230) Total Intangible assets and liabilities 650,193 45,092 695,285 3,780 Cash 65,223 — 65,223 — Right-of -use asset 26,407 1,426 27,833 — Prepaid expenses and other assets 60,862 — 60,862 — Goodwill 29,817 — 29,817 — Total assets acquired 4,314,279 81,362 4,395,641 33,894 Liabilities Assumed: Mortgage notes payable, net 1,587,455 — 1,587,455 — Senior notes, net 386,250 — 386,250 — Acquired intangible lease liabilities 76,682 — 76,682 — Accounts payable and accrued expenses 86,031 — 86,031 — Operating lease liabilities 26,407 — 26,407 — Prepaid rent 18,439 — 18,439 — Total liabilities assumed 2,181,264 — 2,181,264 — Equity issued in acquisitions 1,617,015 — 1,617,015 — Cash paid for acquired real estate investments $ 516,000 $ 81,362 $ 597,362 $ 33,894 Number of properties purchased 989 8 997 3 The following table summarizes the acquisitions by property type, listed by reportable segment, during the nine months ended September 30, 2023: Property Type Number of Properties Square Feet (unaudited) Properties Acquired in 2023: Industrial & Distribution — — Multi-Tenant Retail 109 16,375,661 Single-Tenant Retail 888 11,281,057 Office — — 997 27,656,718 Properties Acquired in 2022: Industrial & Distribution 2 232,600 Multi-Tenant Retail — — Single-Tenant Retail — — Office 1 66,626 3 299,226 Acquired Intangible Lease Assets The Company allocates a portion of the fair value of real estate acquired to identified intangible assets and liabilities, consisting of the value of origination costs (tenant improvements, leasing commissions, and legal and marketing costs), the value of above-market and below-market leases, and the value of tenant relationships, if applicable, based in each case on their relative fair values. The Company periodically assesses whether there are any indicators that the value of the intangible assets may be impaired by performing a net present value analysis of future cash flows, discounted for the inherent risk associated with each investment. The Company recorded impairment charges of approximately $1.0 million on its in-place lease intangible assets and $0.8 million on its above-market lease intangible assets during the three and nine months ended September 30, 2023. These impairments were recorded in connection with the four properties that were impaired in the quarter ended September 30, 2023 (as described below). The Company recorded impairment charges of $0.5 million on in-place intangible assets and $0.2 million on its below-market lease intangible liabilities, both associated with its real estate investments during the nine months ended September 30, 2022. Dispositions During the three months ended September 30, 2023, the Company sold two properties, which were acquired in the REIT Merger, and recorded a net loss of $0.7 million during the three and nine months ended September 30, 2023. During the three months ended September 30, 2022, the Company sold one property in the U.S. and during the three months ended June 30, 2022, the Company sold one property in the U.K. As a result, the Company recorded gains of $0.1 million and $0.2 million during the three and nine months ended September 30, 2022, respectively. Impairment Charges During the three months ended September 30, 2023, the Company determined that the fair values of four of its properties (one in the U.K. and three in the U.S.) were lower than their carrying values. These properties were all owned by the Company prior to the REIT Merger. The Company recorded aggregate impairment charges for these properties, including the impairments to intangible assets noted above, of $65.7 million in the three and nine months ended September 30, 2023. The impairment charge for the property in the U.K. was based on a calculation of the estimated fair value of the property. The impairment charges for the properties in the U.S., which the Company has signed non-binding letters of intent to sell, were based on the estimated selling prices of the assets. During the quarter ended June 30, 2022, the Company determined that the estimated fair value of its Sagemcom property was lower than its carrying value. As a result, the Company recorded impairment charges of $0.8 million and $16.8 million in the three and nine months ended September 30, 2022, respectively, based on the estimated selling price of the Sagemcom property. The impairment charges recorded during the nine months ended September 30, 2022 of $17.1 million includes the impairment for the Sagemcom property (discussed above) as well as an impairment that was recorded in the three months ended March 31, 2022 f Assets Held for Sale When assets are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. In October 2023, the Company sold a property in Ohio, that it acquired in the REIT Merger. As of September 30, 2023, the Company evaluated this asset for held for sale classification and determined that it qualified for held for sale treatment based on the Company's accounting policies. Because this asset is considered held for sale, the operating results of this property remain classified within continuing operations for all periods presented. The Company did not have any assets classified as assets held for sale as of December 31, 2022. The following table details the major classes of the assets associated with the property that the Company determined to be classified as held for sale as of September 30, 2023: (Dollar amounts in thousands) September 30, 2023 Real estate investments held for sale, at cost: Land $ 380 Buildings, fixtures and improvements 920 Total real estate assets held for sale, at cost 1,300 Less accumulated depreciation and amortization (1) Total real estate investments held for sale, net $ 1,299 Significant Tenants There were no tenants whose annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis for all properties as of September 30, 2023 and December 31, 2022. The termination, delinquency or non-renewal of leases by any major tenant may have a material adverse effect on revenues. Geographic Concentration The following table lists the countries and states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10.0% of consolidated annualized rental income on a straight-line basis as of September 30, 2023 and December 31, 2022. Country / U.S. State September 30, December 31, United States 80.4% 63.9% United Kingdom 10.7% 17.4% |
Mortgage Notes Payable, Net
Mortgage Notes Payable, Net | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | Mortgage Notes Payable, Net In connection with the REIT Merger, the Company assumed all of RTL’s mortgage notes payable as of the Acquisition Date. Mortgage notes payable, net as of September 30, 2023 and December 31, 2022 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, December 31, Maturity Anticipated Repayment (2) (In thousands) (In thousands) Finland: Finland Properties 5 $ 78,263 $ 79,232 4.4% (3) Fixed/Variable Feb. 2024 Feb. 2024 Germany: Germany Properties — — 55,140 —% (4) Fixed/Variable Jun. 2023 Jun. 2023 Luxembourg/ The Netherlands: Benelux Properties 3 124,301 128,485 1.4% Fixed Jun. 2024 Jun. 2024 Total EUR denominated 8 202,564 262,857 United Kingdom: McLaren 3 123,262 122,182 6.1% Fixed Apr. 2024 Apr. 2024 United Kingdom Properties - Bulk Loan — — 194,320 —% (5) Fixed/Variable Aug. 2023 Aug. 2023 Total GBP denominated 3 123,262 316,502 United States: Penske Logistics 1 70,000 70,000 4.7% (6) Fixed Nov. 2028 Nov. 2028 Multi-Tenant Mortgage Loan I 10 162,580 162,580 4.4% (6) Fixed Nov. 2027 Nov. 2027 Multi-Tenant Mortgage Loan II 8 32,750 32,750 4.4% (6) Fixed Feb. 2028 Feb. 2028 Multi-Tenant Mortgage Loan III 7 98,500 98,500 4.9% (6) Fixed Dec. 2028 Dec. 2028 Multi-Tenant Mortgage Loan IV 16 97,500 97,500 4.6% (6) Fixed May 2029 May 2029 Multi-Tenant Mortgage Loan V 12 204,000 204,000 3.7% (6) Fixed Oct. 2029 Oct. 2029 2019 Class A-1 Net-Lease Mortgage Notes 97 115,770 — 3.8% (7) Fixed May 2049 May 2026 2019 Class A-2 Net-Lease Mortgage Notes 101 119,562 — 4.5% (7) Fixed May 2049 May 2029 2021 Class A-1 Net-Lease Mortgage Notes 44 52,724 — 2.2% (7) Fixed May 2051 May 2028 2021 Class A-2 Net-Lease Mortgage Notes 44 91,069 — 2.8% (7) Fixed May 2051 May 2031 2021 Class A-3 Net-Lease Mortgage Notes 33 34,997 — 3.1% (7) Fixed May 2051 May 2028 2021 Class A-4 Net-Lease Mortgage Notes 34 54,995 — 3.7% (7) Fixed May 2051 May 2031 Column Financial Mortgage Notes 363 702,809 — 3.8% (7) Fixed Aug. 2025 Aug. 2025 Mortgage Loan II 12 210,000 — 4.3% (7) Fixed Jan. 2028 Jan. 2028 Mortgage Loan III 22 33,400 — 4.1% (7) Fixed Jan. 2028 Jan. 2028 RTL Multi-Tenant Mortgage II 4 25,000 — 4.5% (7) Fixed Feb. 2024 Feb. 2024 McGowin Park 1 39,025 — 4.1% (7) Fixed May 2024 May 2024 CMBS Loan 29 260,000 — 6.5% (7) Fixed Sept. 2033 Sept. 2033 Total USD denominated 838 2,404,681 665,330 Gross mortgage notes payable 849 2,730,507 1,244,689 4.2% Mortgage discounts (151,094) (1,207) Deferred financing costs, net of accumulated amortization (8) (7,749) (10,401) Mortgage notes payable, net 849 $ 2,571,664 $ 1,233,081 4.2% ______________ (1) Amounts borrowed in local currency and translated at the spot rate in effect at the applicable reporting date. (2) The Company determines an anticipated repayment date when the terms of a debt obligation provide for earlier repayment than the legal maturity and when the Company expects to repay such debt obligations earlier due to factors such as elevated interest rates or additional principal payment requirements. (3) 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. Variable portion is approximately 1.4% plus 3-month Euribor. Euribor rate in effect as of September 30, 2023. (4) This loan was repaid in the quarter ended June 30, 2023 and the five properties were added to the borrowing base of the Revolving Credit Facility (as defined below). Prior to its repayment, the loan was 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. (5) This loan was repaid in the quarter ended June 30, 2023 and the 41 properties were added to the borrowing base of the Revolving Credit Facility (as defined below). Prior to its repayment, the loan was 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. (6) The borrowers’ (wholly owned subsidiaries of the OP) financial statements are included within the Company’s consolidated financial statements, however, the borrowers’ assets and credit are only available to pay the debts of the borrowers and their liabilities constitute obligations of the borrowers. (7) These mortgages were assumed from RTL as part of the RTL Acquisition/Internalization pursuant to the terms of the REIT Merger Agreement. (8) Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or paid down before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. The following table presents future scheduled aggregate principal payments on the Company’s gross mortgage notes payable over the next four calendar years and thereafter as of September 30, 2023: (In thousands) Future Principal Payments (1) 2023 (remainder) $ 301 2024 391,057 2025 704,014 2026 115,045 2027 163,191 2028 532,982 Thereafter 823,917 Total $ 2,730,507 ______ (1) Assumes exchange rates of £1.00 to $1.22 for British Pounds Sterling (“GBP”) and €1.00 to $1.06 for Euros (“EUR”) as of September 30, 2023 for illustrative purposes, as applicable. The total gross carrying value of unencumbered assets as of September 30, 2023 was $4.9 billion, of which approximately $2.9 billion was included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility (as defined in Note 6 — Revolving Credit Facility and Term Loan, Net ) and therefore is not currently available to serve as collateral for future borrowings. Mortgage Covenants The Company’s mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2023, there were certain covenants that the Company was not in compliance with (as discussed below) however, there were no uncured defaults or events of default. The Company was in compliance with all of its other financial covenants under its mortgage notes payable agreements. Benelux Properties During the three months ended June 30, 2023, the borrower entities under the mortgage loan which is secured by three of our properties in Luxembourg and The Netherlands did not maintain the required loan-to-value ratio and a cash trap event under the loan occurred. The event triggering the cash sweep was not, however, an event of default. As a result, €2.4 million was swept and had been retained by the lender, prior to the principal repayment made in third quarter of 2023 as discussed below. During the three months ended September 30, 2023, the Company repaid approximately €2.5 million (approximately $2.7 million at the time of payment) of principal on this mortgage using cash that was previously swept and retained by the lender. Multi-Tenant Mortgage Loan III During the three months ended December 31, 2020, a tenant failed to renew its lease triggering a cash sweep event under one of the Company’s mortgage loans secured by seven of the Company’s properties with a balance of $98.5 million as of September 30, 2023. The event triggering the cash sweep was not, however, an event of default. During the quarter ended March 31, 2021, the Company cured the cash sweep event through one of the available options under the loan by putting a $3.2 million l etter of credit in place (subject to future increase under the terms of the loan agreement, to a maximum amount of $7.4 million). During the three months ended September 30, 2021, the amount of the letter of credit was increased by an additional $4.2 million, resulting in the lender holding the $7.4 million maximum amount in respect to this obligation as of September 30, 2021. This $7.4 million letter of credit is being held by the lender until such time the Company is able to find a suitable replacement tenant and it reduces the availability for future borrowings under the Revolving Credit Facility. The borrower entities under the same mortgage loan, based upon a review conducted during the three months ended June 30, 2022, identified that during the three months ended March 31, 2022, the borrowers failed to maintain the debt service coverage ratio required by the loan agreement for such period (a “DSCR Sweep Trigger”). Such failure, upon delivery of notice of the same by the lender, triggered a separate cash sweep event under the loan. A DSCR Sweep Trigger is not an event of default and instead triggers a cash sweep. The lender notified the borrower entities of the occurrence of the DSCR Sweep Trigger under the loan for the three-months ended March 31, 2022 and the continuance of such DSCR Sweep Trigger for the three months ended June 30, 2022. Per the loan agreement the Company can cure the cash sweep resulting from a DSCR Sweep Trigger by delivering a letter of credit in the face amount of the excess cash flow for the trailing three months immediately preceding the date of the DSCR Sweep Trigger. Such letter of credit is recalculated and increased (but never decreased) every three-month period until such time as the borrowers demonstrate compliance with the debt service coverage ratio required by the loan for a period of two consecutive calendar quarters. The Company cured the cash sweep resulting from the DSCR Sweep Trigger referenced above for the relevant periods by delivering a letter of credit to the lender in the face amount of approximately $0.9 million. The face value of such letter of credit was thereafter incrementally increased by an aggregate of $3.4 million to reflect the continuance of the DSCR Sweep Trigger for the three months ended September 30, 2022, December 31, 2022, March 31, 2023 and June 30, 2023. The DSCR Sweep Trigger remained in place for the quarter ended September 30, 2023 and the Company intends to cure the cash sweep that would otherwise result from such continuance by further increasing the letter of credit by an additional $1.4 million as required by the terms of the loan agreement. Such letter of credit is held by the lender, and the Company expects to maintain the effectiveness of the cash sweep cure by future increases to the face value of such letter of credit on a quarterly basis, in each case in accordance with the terms of the loan agreement, until such time as the Company restores compliance with the debt service coverage ratio required by the loan agreement for the requisite two-calendar-quarter time period. For so long as it remains outstanding, the face value of such letter of credit will represent a dollar-for-dollar reduction to availability under the Revolving Credit Facility for future borrowings. Also, during the three months ended September 30, 2023, a separate tenant failed to deliver notice of renewal of its lease within the timeframe required under the same mortgage loan, triggering a cash sweep event. The event triggering the cash sweep was not, however, an event of default. The Company cured the cash sweep event through one of the available options under the loan by putting a $1.0 million letter of credit in place (subject to future increase under the terms of the loan agreement to a maximum amount of $2.7 million). This letter of credit is being held by the lender until such time as either (i) renewal of the existing lease with the current tenant is confirmed or (ii) following formal non-renewal by the current tenant, the Company secures a suitable replacement tenant for the property. For so long as it remains outstanding, the face value of such letter of credit will represent a dollar-for-dollar reduction to availability under the Revolving Credit Facility for future borrowings. Mortgage Loan II During the three months ended September 30, 2023, a tenant failed to deliver notice of renewal of its lease within the timeframe required under one of the Company’s mortgage loans securing twelve of the Company’s properties with a balance of $210.0 million as of September 30, 2023, triggering a cash sweep event thereunder. The event triggering the cash sweep was not, however, an event of default. The Company cured the cash sweep event through one of the available options under the loan by putting a $0.8 million letter of credit in place. This letter of credit is being held by the lender until such time as either (i) renewal of the existing lease with the current tenant is confirmed or (ii) following formal non-renewal by the current tenant, the Company secures a suitable replacement tenant for the property. For so long as it remains outstanding, the face value of such letter of credit will represent a dollar-for-dollar reduction to availability under the Revolving Credit Facility for future borrowings. Multi-Tenant Mortgage Loan IV During the three months ended September 30, 2021, a tenant exercised its right to terminate its lease effective December 31, 2022. Notice of the termination triggered a lease sweep event, which began in the quarter ended December 31, 2021, under one of the Company’s mortgage loans secured by this property. This was not, however, an event of default. The mortgage loan had a balance of $97.5 million as of September 30, 2023 and it encumbers 16 properties, including this property. Pursuant to the terms of the loan agreement, the lender has swept all cash flow attributable to the lease that triggered the lease sweep event into a rollover reserve account not to exceed an aggregate cap of $0.8 million, which has been met. The reserve is being held by the lender who is required to make the reserve funds available to the Company to fund re-tenanting expenses for the property. The lease sweep event will be cured under the loan agreement if and when the Company leases the space to a new tenant approved by the lender and, at such time, any amounts remaining in the rollover reserve account in respect of the lease sweep event will be released to the Company. |
Revolving Credit Facility
Revolving Credit Facility | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility The table below details the outstanding balances as of September 30, 2023 and December 31, 2022 under the credit agreement with KeyBank National Association, as agent, and the other lenders party thereto which was originally entered into on July 24, 2017 and has been amended from time to time (the “Credit Agreement”). The Credit Agreement consists solely of the senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”). In connection with the Mergers, the Company amended the Credit Agreement on September 12, 2023 in order to, among other things, repay the outstanding indebtedness and obligations of RTL’s credit facility. The Company exercised the existing “accordion feature” on the Revolving Credit Facility and increased the aggregate total commitments under the Revolving Credit Facility by $500.0 million from $1.45 billion to $1.95 billion to repay and terminate RTL’s credit facility and to create additional availability after the closing of the REIT Merger. The sublimits for letters of credit and swing loans were also each increased from $50.0 million to $75.0 million. The amendment to the Credit Agreement also includes modifications to the change of control events to reflect the changes to the board composition and management of the Company following the REIT Merger and other modifications to account for multi-tenant properties for the credit support of additional eligible unencumbered properties that are owned by the subsidiaries of RTL OP that serve as guarantors under the Credit Agreement. During the three months ended June 30, 2022, the amount previously outstanding under the senior unsecured term loan facility (the “Term Loan”) was converted to the Revolving Credit Facility upon the amendment and restatement in April 2022. September 30, 2023 December 31, 2022 (In thousands) TOTAL USD (1) USD (3) GBP (4) EUR (5) CAD (6) TOTAL USD (2) USD GBP EUR CAD Revolving Credit Facility $ 1,609,931 $ 925,962 £ 261,000 € 319,075 $ 38,000 $ 669,968 $ 287,000 £ 57,000 € 267,075 $ 38,000 (1) Assumes exchange rates of £1.00 to $1.22 for GBP, €1.00 to $1.06 for EUR and $1.00 Canadian Dollar (“CAD”) to $0.74 as of September 30, 2023 for illustrative purposes, as applicable. (2) Assumes exchange rates of £1.00 to $1.21 for GBP , €1.00 to $1.07 for EUR and $1.00 CAD to $0.74 as of December 31, 2022 for illustrative purposes, as applicable. (3) The USD portion of the Revolving Credit Facility is 32% fixed via swaps and, as of September 30, 2023, had a weighted-average effective interest rate of 6.9% after giving effect to interest rate swaps in place. (4) The GBP portion of Revolving Credit Facility is 100% variable and, as of September 30, 2023, had a weighted-average effective interest rate of 7.1%. (5) The EUR portion of Revolving Credit Facility is 100% fixed via swaps and, as of September 30, 2023, had a weighted-average effective interest rate of 1.9% after giving effect to interest rate swaps in place. (6) The CAD portion of Revolving Credit Facility is 100% variable and, as of September 30, 2023, had a weighted-average effective interest rate of 7.3%. Credit Agreement — Terms The Revolving Credit Facility requires payments of interest only prior to maturity. Borrowings under the Revolving Credit Facility bear interest at a variable rate per annum based on an applicable margin that varies based on the ratio of consolidated total indebtedness to consolidated total asset value of the Company and its subsidiaries plus either (i) the Base Rate (as defined in the Credit Agreement) or (ii) the applicable Benchmark Rate (as defined in the Credit Agreement) for the currency being borrowed. The applicable interest rate margin is based on a range from 0.30% to 0.90% per annum with respect to Base Rate borrowings under the Revolving Credit Facility and 1.30% to 1.90% per annum with respect to Benchmark Rate borrowings under the Revolving Credit Facility. For Benchmark Rate Loans denominated in Dollars that bear interest calculated by reference to Term SOFR, there is an additional spread adjustment depending on the length of the interest period. In addition, (i) if the Company achieves an investment grade credit rating from at least two rating agencies, the OP can elect for the spread to be based on the credit rating of the Company, and (ii) the “floor” on the applicable Benchmark is 0%. As of September 30, 2023, the Revolving Credit Facility had a weighted-average effective interest rate of 5.9% after giving effect to interest rate swaps in place. The Revolving Credit Facility matures on October 8, 2026, subject to the Company’s option, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. Borrowings under the Revolving Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to customary breakage costs associated with borrowings for the applicable Benchmark Rate. The Revolving Credit Facility requires the Company through the OP to pay an unused fee per annum of 0.25% of the unused balance of the Revolving Credit Facility if the unused balance exceeds or is equal to 50% of the total commitment or a fee per annum of 0.15% of the unused balance of the Revolving Credit Facility if the unused balance is less than 50% of the total commitment. From and after the time the Company obtains an investment grade credit rating, the unused fee will be replaced with a facility fee based on the total commitment under the Revolving Credit Facility multiplied by 0.30%, decreasing as the Company’s credit rating increases. The Revolving Credit Facility is supported by a pool of eligible unencumbered properties that are owned by the subsidiaries of the OP that serve as guarantors. The availability of borrowings under the Revolving Credit Facility continues to be based on the value of a pool of eligible unencumbered real estate assets owned by the Company or its subsidiaries and compliance with various ratios related to those assets. As of September 30, 2023, approximately $186.0 million was available for future borrowings under the Revolving Credit Facility. Any future borrowings may, at the option of the Company, be denominated in USD, EUR, CAD, GBP, Norwegian Krone, Swedish Krona and Swiss Francs provided that the total principal amount of non-USD loans cannot exceed the sum of the total revolving commitments minus $100.0 million. Amounts borrowed may not, however, be converted to, or repaid in, another currency once borrowed. The Credit Facility contains events of default relating to customary matters, including, among other things, payment defaults, covenant defaults, breaches of representations and warranties, events of default under other material indebtedness, material judgments, bankruptcy events and change of control events, such as certain changes to the composition of the Board and management. Upon the occurrence of an event of default, a majority of the lenders have the right to accelerate the payment on any outstanding borrowings and other obligations. The Company, through the OP, may reduce the amount committed under the Revolving Credit Facility and repay outstanding borrowings under the Credit Facility, in whole or in part, at any time without premium or penalty, other than customary “breakage” costs payable on index borrowings. Upon an event of a default, lenders have the right to terminate their obligations under the Revolving Credit Facility agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Credit Agreement contains various customary operating covenants, including covenants restricting, among other things, restricted payments (including dividends and share repurchases (see additional information below), the incurrence of liens, the types of investments the Company may make, fundamental changes, agreements with affiliates and changes in nature of business. The Credit Agreement also contains financial maintenance covenants with respect to maximum leverage, minimum fixed charge coverage, maximum secured leverage, maximum secured recourse debt, minimum tangible net worth, maximum unencumbered leverage and unencumbered debt service coverage. As of September 30, 2023, the Company was in compliance with all covenants under the Credit Agreement. Under the terms of the Credit Agreement, the Company may not pay distributions, including cash dividends payable with respect to Common Stock, the Company’s 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), its 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock $0.01 par value per share (“Series B Preferred Stock”), its Series D Preferred Stock, its Series E Preferred Stock, or any other class or series of stock the Company may issue in the future, or redeem or otherwise repurchase shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or any other class or series of stock the Company may issue in the future that exceed 100% of the Company’s Adjusted FFO, as defined in the Credit Agreement (which is different from AFFO disclosed in this Quarterly Report on Form 10-Q) for any period of four consecutive fiscal quarters, except in limited circumstances, including that for one fiscal quarter in each calendar year, the Company may pay cash dividends and other distributions, and make redemptions and other repurchases in an aggregate amount equal to no more than 105% of its Adjusted FFO. However, notwithstanding the preceding sentence, the Company is permitted to make restricted payments (including the making of distributions and share repurchases) in an amount required to be paid by the Company in order for it to (x) maintain its REIT status for federal and state income tax purposes and (y) avoid the payment of federal and state income or excise tax. During a payment or bankruptcy event of default, restricted payments by the Company will only be permitted up to the minimum amount needed to maintain the Company’s status as a REIT for federal and state income tax purposes. From and after the time the Company obtains and continues to maintain an investment grade rating, the limitation on distributions discussed above will not be applicable. The Company last used the exception to pay dividends that were between 100% of Adjusted FFO and 105% of Adjusted FFO during the quarter ended on June 30, 2020, and may use this exception in the future. The Company’s ability to comply with the restrictions on the payment of distributions in the Credit Agreement depends on its ability to generate sufficient cash flows that in the applicable periods exceed the level of Adjusted FFO required by these restrictions. If the Company is not able to generate the necessary level of Adjusted FFO, the Company will have to reduce the amount of dividends paid on the common and the preferred stock or consider other actions. Alternatively, the Company could elect to pay a portion of its dividends on the Common Stock in additional shares of Common Stock if approved by the Board. The Company and certain subsidiaries of the OP acting as guarantors (the “Guarantors”) have guaranteed, and any wholly owned eligible direct or indirect subsidiary of the OP that directly or indirectly owns or leases a real estate asset added to the pool of eligible unencumbered properties required to be maintained under the Credit Agreement is required to guarantee, the OP’s obligations under the Revolving Credit Facility. The Guarantors guaranteed the OP’s obligations under the Credit Facility pursuant to one or more guarantees (collectively, the “Guaranty”) and a related contribution agreement which governs contribution rights of the Guarantors in the event any amounts become payable under the Guaranty. For any Guarantor |
Senior Notes, Net
Senior Notes, Net | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Senior Notes, Net | Senior Notes, Net The details of the Company’s senior notes are as follows: (In thousands) September 30, December 31, 3.75% Senior Notes Aggregate principal amount $ 500,000 $ 500,000 Less: Deferred financing costs (5,840) (6,878) 3.75% Senior Notes, net 494,160 493,122 4.50% Senior Notes Aggregate principal amount 500,000 — Less: Discount (112,840) — 4.50% Senior Notes, net 387,160 — Senior Notes, Net $ 881,320 $ 493,122 3.75% Senior Notes, Net On December 16, 2020, the Company and the OP issued $500.0 million aggregate principal amount of 3.75% Senior Notes due 2027 (the “3.75% Senior Notes”). In connection with the closing of the offering of the Senior Notes, the Company, the OP and their subsidiaries that guarantee the 3.75% Senior Notes entered into an indenture with U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the “Indenture”). The 3.75% Senior Notes, which were issued at par, will mature on December 15, 2027 and accrue interest at a rate of 3.750% per year. Interest on the 3.75% Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year. The 3.75% Senior Notes do not require any principal payments prior to maturity. As of September 30, 2023, the Company was in compliance with the covenants under the Indenture governin g the 3.75% Senior Notes. 4.50% Senior Notes, Net In connection with the REIT Merger, the Company assumed and became a guarantor under RTL’s 4.50% Senior Notes pursuant to a supplemental indenture to the indenture governing the 4.50% Senior Notes. The 4.50% Senior Notes were recorded at their estimated fair value on the Acquisition Date of the Mergers, resulting in the recording of a discount. This discount is being amortized as an increase to interest expense over the remaining term of the 4.50% Senior Notes. The 4.50% Senior Notes, which RTL issued on October 7, 2021, were issued at par, will mature on September 30, 2028 and accrue interest at a rate of 4.500% per year. Interest on the 4.50% Senior Notes is payable semi-annually in arrears on March 30 and September 30 of each year. As of September 30, 2023, the Company and the issuers under the Indenture were in compliance with the covenants under the Indenture governin g the 4.50% Senior Notes. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsThe Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability and those inputs are significant. Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of September 30, 2023 and December 31, 2022, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. The consideration transferred by the Company in the Mergers established a new accounting basis for the assets acquired, liabilities assumed and any non-controlling interests, measured at their respective fair value as of the Acquisition Date. This measurement is non-recurring and is only done as of the Acquisition Date. For more information on the allocation of the consideration paid in the Mergers to the fair value of assets acquired, liabilities assumed, see Note 3 — The Mergers. Real Estate Investments Measured at Fair Value on a Non-Recurring Basis The Company recorded impairments for real estate investments during the quarter ended September 30, 2023 (see Note 4 — Real Estate Investments, Net for additional information on impairment charges recorded by the Company). The carrying value of these impaired real estate investments on the consolidated balance sheet represents their estimated fair value at the time of impairment. The fair values were based on a calculation of the estimated fair value, which was driven by an assumed land value of £1.5 million per acre, for one property, and the others were based on the estimated selling prices of the assets. Impaired real estate investments which are held for use are generally classified in Level 3 of the fair value hierarchy. Financial Instruments Measured at Fair Value on a Recurring Basis The following table presents information about the Company’s assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total September 30, 2023 Foreign currency forwards, net (GBP & EUR) $ — $ 3,173 $ — $ 3,173 Interest rate swaps, net (USD,GBP & EUR) $ — $ 22,958 $ — $ 22,958 December 31, 2022 Foreign currency forwards, net (GBP & EUR) $ — $ 6,174 $ — $ 6,174 Interest rate swaps, net (USD,GBP & EUR) $ — $ 30,777 $ — $ 30,777 A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2023 and year ended December 31, 2022. Financial Instruments not Measured at Fair Value The carrying value of short-term financial instruments such as cash and cash equivalents, restricted cash, due to/from related pa rties, prepaid expenses and other assets, accounts payable, accrued expenses and dividends payable approximates their fair value due to their short-term nature. • The gross carrying value of the Company’s mortgage notes payable as of September 30, 2023 and December 31, 2022 w as $2.7 billion and $1.2 billion, respectively. The fair value of the Company’s gross mortgage notes payable as of September 30, 2023 and December 31, 2022 was $2.7 billion and $1.2 billion, respectively, and is based on estimates of market interest rates. This approach relies on unobservable inputs and therefore is classified as Level 3 in the fair value hierarchy. • As of September 30, 2023 the advances to the Company under the Revolving Credit Facility had a carrying value of $1.6 billion and a fair value of $2.1 billion. As of December 31, 2022 the advances to the Company under the Revolving Credit Facility had a carrying value of $670.0 million and a fair value of $672.6 million. • As of September 30, 2023, the 3.75% Senior Notes had a gross carrying value of $500.0 million and a fair value of $387.5 million. As of December 31, 2022, the 3.75% Senior Notes had a gross carrying value of $500.0 million and a fair value of $417.9 million. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency, the USD. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate and currency risk management. The use of derivative financial instruments carries certain risks, including the risk that any counterparty to a contractual arrangement may not be able to perform under the agreement. To mitigate this risk, the Company only enters into a derivative financial instrument with a counterparty with a high credit rating with a major financial institution, with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any such counterparty will fail to meet its obligations, but there is no assurance that any counterparty will meet these obligations. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2023 and December 31, 2022: (In thousands) Balance Sheet Location September 30, December 31, Derivatives designated as hedging instruments: Interest rate “pay-fixed” swaps (USD) Derivative assets, at fair value $ 3,871 $ — Interest rate “pay-fixed” swaps (GBP) Derivative assets, at fair value — 4,200 Interest rate “pay-fixed” swaps (EUR) Derivative assets, at fair value 14,440 19,347 Total $ 18,311 $ 23,547 Derivatives not designated as hedging instruments: Foreign currency forwards (GBP-USD) Derivative assets, at fair value $ 1,962 $ 4,091 Foreign currency forwards (GBP-USD) Derivative liabilities, at fair value (214) (29) Foreign currency forwards (EUR-USD) Derivative assets, at fair value 1,480 2,411 Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (55) (299) Interest rate swaps (EUR) Derivative assets, at fair value 4,647 7,230 Total $ 7,820 $ 13,404 Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. All of the changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (“AOCI”) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. During the nine months ended September 30, 2023, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. Amounts reported in AOCI related to derivatives are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months ending September 30, 2024, the Company estimates that $12.3 million will be reclassified from other comprehensive income as an increase to interest expense. As of September 30, 2023 and December 31, 2022, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: September 30, 2023 December 31, 2022 Derivatives Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Interest rate “pay-fixed” swaps (GBP) — $ — 45 $ 229,752 Interest rate “pay-fixed” swaps (EUR) 11 295,285 16 343,055 Interest rate “pay-fixed” swaps (USD) 5 300,000 — — Total 16 $ 595,285 61 $ 572,807 The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three months ended September 30, 2023 and 2022. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Amount of gain recognized in AOCI from derivatives $ 3,667 $ 14,477 $ 6,610 $ 28,907 Amount of loss reclassified from AOCI into income as interest expense $ 4,178 $ 175 $ 11,963 $ (1,875) Total interest expense recorded in the consolidated statements of operations $ 41,161 $ 24,207 $ 95,836 $ 71,779 Net Investment Hedges The Company is exposed to fluctuations in foreign currency exchange rates on property investments in foreign countries which pay rental income, incur property related expenses and borrow in currencies other than its functional currency, the USD. For derivatives designated as net investment hedges, all of the changes in the fair value of the derivatives, including the ineffective portion of the change in fair value of the derivatives, if any, are reported in AOCI (outside of earnings) as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated. As of September 30, 2023 and December 31, 2022 the Company did not have foreign currency derivatives that were designated as net investment hedges used to hedge its net investments in foreign operations and during the nine months ended September 30, 2023 and the year ended December 31, 2022, the Company did not use foreign currency derivatives that were designated as net investment hedges. Foreign Denominated Debt Designated as Net Investment Hedges All foreign currency denominated borrowings under the Revolving Credit Facility are designated as net investment hedges. As such, the designated portion of changes in value due to currency fluctuations are reported in AOCI (outside of earnings) as part of the cumulative translation adjustment. The remeasurement gains and losses attributable to the undesignated portion of the foreign currency denominated debt are recognized directly in earnings. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated, or if the Company should no longer possess a controlling interest. The Company records adjustments to earnings for currency impacts related to undesignated excess positions, if any. During the nine months ended September 30, 2023 and 2022, the Company did not have any undesignated excess positions. Non-designated Derivatives The Company is exposed to fluctuations in the exchange rates of its functional currency, the USD, against the GBP and the EUR. The Company has used and may continue to use foreign currency derivatives, including options, currency forward and cross currency swap agreements, to manage its exposure to fluctuations in GBP-USD and EUR-USD exchange rates. While these derivatives are economically hedging the fluctuations in foreign currencies, they do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under qualifying hedging relationships are recorded directly in net income (loss). The Company recorded gains of $3.2 million and $0.8 million for the three and nine months ended September 30, 2023, respectively, and gains of $13.1 million and $25.5 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2023 December 31, 2022 Derivatives Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP-USD) 24 $ 42,104 30 $ 53,833 Foreign currency forwards (EUR-USD) 28 37,545 39 50,323 Interest rate swaps (EUR) 3 147,590 3 149,418 Total 55 $ 227,239 72 $ 253,574 Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2023 and December 31, 2022. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of (Liabilities) Assets presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2023 $ 26,400 $ (269) $ — $ 26,131 $ — $ — $ 26,131 December 31, 2022 $ 37,279 $ (328) $ — $ 36,951 $ — $ — $ 36,951 In addition to the above derivative arrangements, the Company also uses non-derivative financial instruments to hedge its exposure to foreign currency exchange rate fluctuations as part of its risk management program, including foreign denominated debt issued and outstanding with third parties to protect the value of its net investments in foreign subsidiaries against exchange rate fluctuations. The Company has drawn, and expects to continue to draw, foreign currency advances under the Revolving Credit Facility to fund certain investments in the respective local currency which creates a natural hedge against the original equity invested in the real estate investments, removing the need for the final cross currency swaps. Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of September 30, 2023, the Company did not have any counterparties where the net derivative fair value held by that counterparty was in a net liability position including accrued interest but excluding any adjustment for nonperformance. As of September 30, 2023, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock As of September 30, 2023 and December 31, 2022, the Company had 230,828,875 and 104,141,899, respectively, shares of Common Stock issued and outstanding, including Restricted Shares and excluding unvested restricted stock units that may be settled in, or converted into, shares of Common Stock in the future (“RSUs”) and GNL LTIP Units prior to their conversion into Common Stock. ATM Program — Common Stock The Company has an “at the market” equity offering program (the “Common Stock ATM Program”) pursuant to which the Company may sell shares of Common Stock, from time to time, through its sales agents. In November 2022, the Company filed a new shelf registration statement and prospectus supplement covering the Common Stock ATM Program having an aggregate offering amount of up to $285.0 million, prior to the expiration of its previous registration statement, which had an aggregate offering amount of up to $500 million ($285.0 million was sold under the previous registration statement). • During the three and nine months ended September 30, 2023 and 2022 the Company did not sell any shares of Common Stock through the Common Stock ATM Program. Equity Consideration Issued in Connection with the Mergers As previously disclosed in Note 3 — The Mergers , the Company issued: • 123,257,658 shares of Common Stock, • 7,933,711 shares of newly created Series D Preferred Stock (see “Preferred Stock” section below) and • 4,595,175 shares of newly created Series E Preferred Stock (see “Preferred Stock” section below). In addition, the OP issued 115,857 Class A Units to the previous owner of RTL Class A Units. Common Stock Issued Under the Cooperation Agreement and Other Arrangements On June 4, 2023, the Company entered into the Cooperation Agreement (as defined in Note 11 — Commitments and Contingencies ) with the Blackwells/Related Parties (as defined in Note 11 — Commitments and Contingencies ) whereby all parties agreed to dismiss, with prejudice, any ongoing litigation (see Note 11 — Commitments and Contingencies for additional details regarding the terms of the Cooperation Agreement. As part of the Cooperation Agreement, the Company issued Common Stock to the Blackwells/Related Parties as a settlement fee and for consulting and advisory services. Under the Cooperation Agreement, the Company issued 495,000 shares of Common Stock to the Blackwells/Related Parties on July 11, 2023 as a settlement fee. As a result of these shares being issuable as of June 30, 2023, the Company recorded expense and an increase to additional paid-in capital of $4.9 million in the three months ended June 30, 2023, and the expense is presented in the settlement costs line item of the consolidated statement of operations for the nine months ended September 30, 2023. Also, on September 12, 2023, the Company issued 1,600,000 shares of Common Stock to the Blackwells/Related Parties as consideration for consulting and advisory services performed pursuant to the Cooperation Agreement, including corporate governance, stockholder engagement and outreach, investor relations and proxy advisory firm engagement, analysis prior to the Acquisition Date. As a result, the Company recorded expense and an increase to additional paid-in capital of $15.9 million in the three months ended September 30, 2023, and the expense is presented in the settlement costs line item of the consolidated statement of operations for the three and nine months ended September 30, 2023. Also, on June 30, 2023, the Company entered into an agreement with an unaffiliated third party to provide certain advisory services to the Company related to the Mergers. In exchange for these services, the Company issued 45,579 shares of Common Stock to the third party on July 13, 2023 as a non-refundable retainer and recorded expense and an increase to additional paid-in-capital of $0.5 million in the three and nine months ended September 30, 2023. Also, the Company agreed to issue an additional 59,253 shares of Common Stock to the third party upon completion of the third party’s services, which were issued in October, 2023. As a result, and in accordance with accounting rules, in the quarter ended September 30, 2023 the Company expensed the fair value of the 59,253 shares issuable for services rendered $0.6 million and recorded an increase to additional paid-in-capital for the three and nine months ended September 30, 2023. The 59,253 shares are included in the calculation of basic and diluted earnings per share (see Note 14 — Earnings Per Share ). As more fully discussed in Note 13 — Equity-Based Compensation , as of September 11, 2023, the end of the performance period applicable to the 2,500,000 GNL LTIP Units granted to the Advisor pursuant to the 2021 OPP, a total of 883,750 of the GNL LTIP Units were earned and became vested and the remainder were forfeited. The earned GNL LTIP Units were subsequently converted into an equal number of shares of Common Stock on the Acquisition Date. As a result, the Company recorded a reclassification of $27.7 million from non-controlling interests to additional paid-in-capital during the quarter ended September 30, 2023. Preferred Stock As discussed in Note 3 — The Mergers , in connection with the REIT Merger, each issued and outstanding share of (i) RTL Series A Preferred Stock was automatically converted into one share of newly created Series D Preferred Stock, and (ii) RTL Series C Preferred Stock was automatically converted into one share of newly created Series E Preferred Stock. The Series D Preferred Stock and Series E Preferred Stock have substantially identical powers, preferences, privileges, and rights as the RTL Series A Preferred Stock and RTL Series C Preferred Stock, respectively. The Company is currently authorized (as of November 7, 2023) to issue up to 40,000,000 shares of preferred stock. • The Company has classified and designated 9,959,650 shares of its authorized Preferred Stock as authorized shares of Series A Preferred Stock, as of September 30, 2023 and December 31, 2022. The Company had 6,799,467 shares of Series A Preferred Stock issued and outstanding as of September 30, 2023 and December 31, 2022. • The Company has classified and designated 11,450,000 shares of its authorized Preferred Stock as authorized shares of Series B Preferred Stock, as of September 30, 2023 and December 31, 2022. The Company had 4,695,887 shares of Series B Preferred Stock issued and outstanding as of September 30, 2023 and December 31, 2022. • The Company has classified and designated 100,000 shares of its authorized Preferred Stock as authorized shares of its Series C preferred stock, $0.01 par value, as of September 30, 2023 and December 31, 2022. No shares of Series C Preferred Stock were issued and outstanding as of September 30, 2023 and December 31, 2022. • The Company has classified and designated 7,933,711 shares of its authorized Preferred Stock as authorized shares of Series D Preferred Stock, as of September 30, 2023. The Company had 7,933,711 shares of Series D Preferred Stock issued and outstanding as of September 30, 2023. • The Company has classified and designated 4,595,175 shares of its authorized Preferred Stock as authorized shares of Series E Preferred Stock, as of September 30, 2023. The Company had 4,595,175 shares of Series E Preferred Stock issued and outstanding as of September 30, 2023. ATM Program — Series B Preferred Stock In December 2019, the Company established an “at the market” equity offering program for its Series B Preferred Stock (the “Series B Preferred Stock ATM Program”) pursuant to which the Company may sell shares of Series B Preferred Stock, from time to time through its sales agents. In November 2022, the Company filed a new shelf registration statement and prospectus supplement covering the Series B Preferred Stock ATM Program having an aggregate offering price of up to $170.0 million, prior to the expiration of its previous registration statement, which had an aggregate offering price up to $200.0 million. • During the nine months ended September 30, 2023 and 2022, the Company did not sell any shares of its Series B Preferred Stock through the Series B Preferred Stock ATM Program. Dividends Common Stock Dividends During the nine months ended September 30, 2023 and the year ended December 31, 2022, the Company paid dividends on its Common Stock at an annual rate of $1.60 per share or $0.40 per share on a quarterly basis. In connection with the Mergers, in October 2023, the Board approved a new annual dividend rate of $1.42 per share, or $0.354 per share on a quarterly basis. The first dividend paid at the new rate occurred on October 16, 2023. Dividends authorized by the Board and declared by the Company are paid on a quarterly basis on the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to common stockholders of record on the record date for such payment. The Board may alter the amounts of dividends paid or suspend dividend payments at any time prior to declaration and therefore dividend payments are not assured. For purposes of the presentation of information herein, the Company may refer to distributions by the OP on Class A Units and GNL LTIP Units as dividends (see Note 6 — Revolving Credit Facility) . Series A Preferred Stock Dividends Dividends on Series A Preferred Stock accrue in an amount equal to $0.453125 per share per quarter to Series A Preferred Stockholders, which is equivalent to 7.25% of the $25.00 liquidation preference per share of Series A Preferred Stock per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of record at the close of business on the record date set by the Board. Series B Preferred Stock Dividends Dividends on Series B Preferred Stock accrue in an amount equal to $0.4296875 per share per quarter to Series B Preferred Stockholders, which is equivalent to 6.875% of the $25.00 liquidation preference per share of Series B Preferred Stock per annum. Dividends on the Series B Preferred Stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of record at the close of business on the record date set by the Board. Series D Preferred Stockholders Dividends on the Company’s Series D Preferred Stock accrue in an amount equal to $0.46875 per share per quarter to Series D Preferred Stockholders, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series D Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. Series E Preferred Stockholders Dividends on the Company’s Series E Preferred Stock accrue in an amount equal to $0.4609375 per share per quarter to Series E Preferred Stockholders, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series E Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. Stockholder Rights Plan |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lessee Arrangements As of September 30, 2023, the Company leases land under 18 ground leases (two of which were acquired in the first quarter of 2023 and seven of which were acquired in the REIT Merger) associated with certain properties. In addition, the Company has two operating leases that were entered into in connection with the Mergers. The aggregate durations for the ground leases and operating leases range from 1.5 to 120 years. As of September 30, 2023 and December 31, 2022, the Company’s balance sheets include ROU assets of $75.7 million and $49.2 million, respectively, and operating lease liabilities of $47.9 million and $21.9 million, respectively. In determining the operating ROU assets and lease liabilities for the Company’s operating leases in accordance with lease accounting rules, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. Since the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment. As of September 30, 2023, the Company’s ground leases and operating leases have a weighted-average remaining lease term of approximately 25.9 years and a weighted-average discount rate of 6.1%. For the three and nine months ended September 30, 2023, the Company paid cash of approximately $0.4 million and $0.7 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $0.4 million and $1.1 million, respectively, on a straight-line basis in accordance with the standard. For the three and nine months ended September 30, 2022, the Company paid cash of approximately $0.3 million and $0.9 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $0.3 million and $0.9 million, respectively, on a straight-line basis in accordance with the standard. The following table reflects the base cash rental payments due from the Company as of September 30, 2023: (In thousands) Future Base Rent Payments (1) 2023 (remainder) $ 1,190 2024 4,196 2025 3,465 2026 3,348 2027 3,375 Thereafter 82,401 Total minimum lease payments (2) 97,975 Less: Effects of discounting (50,082) Total present value of lease payments $ 47,893 ________ (1) Assumes exchange rates of £1.00 to $1.22 for GBP and €1.00 to $1.06 for EUR as of September 30, 2023 for illustrative purposes, as applicable. (2) Ground lease rental payments due for the Company’s ING Amsterdam lease are not included in the table above as the Company’s ground rent for this property is prepaid through 2050. Litigation and Regulatory Matters On December 19, 2022, the Company filed a complaint against Blackwells Capital LLC (“Blackwells Capital”), an affiliate of Blackwells Onshore I LLC (“Blackwells Onshore” and, together with Blackwells Capital, “Blackwells”), and certain others involved with the Blackwells proxy solicitation (collectively and, together with Blackwells, the “Blackwells/Related Parties”), captioned Global Net Lease, Inc. v. Blackwells Capital LLC, et al. , No. 1:22-cv-10702 (Dec. 19, 2022), in the United States District Court for the Southern District of New York. The complaint alleged that the Blackwells/Related Parties violated section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting or misstating material information in materials filed by the Blackwells/Related Parties. The complaint sought, among other things, to (i) declare that the proxy materials filed by Blackwells violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, (ii) order the Blackwells/Related Parties to publicly correct their material misstatements or omissions, (iii) enjoin the Blackwells/Related Parties from publishing any soliciting materials until each of them filed corrective statements to address the material misstatements or omissions, and (iv) preliminarily and permanently enjoin the Blackwells/Related Parties from committing any further violations of federal securities law. In addition, on December 19, 2022, Blackwells Onshore filed a complaint against the Company and another defendant captioned Blackwells Onshore I LLC v. Global Net Lease, Inc., et al. , No. 24C22005195, in the Circuit Court of Maryland for Baltimore City. The complaint alleged that the Company committed a breach of contract and violated its duties under Maryland law by rejecting the purported nomination of two persons to the Board proposed by Blackwells and various proposals which Blackwells sought to have considered at the Company’s 2023 annual meeting of stockholders. The complaint sought, among other things, (i) to enjoin the Company from interpreting its bylaws in a fashion that would preclude Blackwells from nominating two candidates for election to the Board, (ii) to declare that the Company’s bylaws do not preclude Blackwells’ nominees or business proposals, (iii) to declare the previously announced Second Amendment to the Company’s bylaws void and unenforceable, (iv) to enjoin the Company from taking any steps to reject the nominations made by Blackwells and require the Company to count votes cast in favor of any of the persons nominated by Blackwells, and (v) unspecified damages for purported breach of the bylaws. On June 4, 2023, the Company entered into a Cooperation Agreement and Release with the Blackwells/Related Parties (the “Cooperation Agreement”). Under the terms of the Cooperation Agreement: (1) all litigation pending in Maryland state court and in federal court in the Southern District of New York, including the appeal of certain decisions in the U.S. Court of Appeals for the Second Circuit, between the parties was dismissed with prejudice and the parties are prohibited from initiating any future claims except to enforce the terms of the Cooperation Agreement; (2) all demands made by the Blackwells/Related Parties for investigations by the Board and the board of directors of RTL were as were any requests for books and records of the Company; (3) the proxy contest initiated by the Blackwells/Related Parties including the nomination of a dissident slate of directors and various advisory proposals for stockholder consideration at the Company’s 2023 annual meeting of stockholders will be terminated or withdrawn; (4) the Blackwells/Related Parties are prohibited from (a) selling any of the shares of Common Stock prior to completion or earlier termination of the REIT Merger and the Internalization Merger and then generally may only sell their shares in open market transactions subject to further limits; (b) engaging in, or acting in concert with any third party in connection with, among other things, any proxy contest or solicitation in opposition to any matter not recommended by the Board, any other activist campaign or unsolicited takeover bids between signing of the Cooperation Agreement until June 4, 2033 otherwise referred to as the “Standstill Period;” (5) the Blackwells/Related Parties agreed to appear in person or by proxy at the Company’s 2023 annual meeting of stockholders and each subsequent annual meeting during the Standstill Period and any special meeting of the Company’s stockholders regarding the appointment, election or removal of directors, the REIT Merger and the Internalization Merger and to vote at such meeting in accordance with the recommendation of the Board with respect to any proposal at those meetings; and (6) the Blackwells/Related Parties agreed to issue, at the time of the filing by the Company and RTL of a joint prospectus/proxy statement relating to the REIT Merger and Internalization Merger (the “Joint Proxy Statement/Prospectus”), a press release announcing their support of each transaction. In the event that the Blackwells/Related Parties fail to fulfil their obligations under clause (5), they will grant an irrevocable proxy to the benefit of the Company to vote at the Company’s 2023 annual meeting of stockholders and any meeting called by the Company to vote on the REIT Merger and Internalization Merger. In accordance with the terms of the Cooperation Agreement, the Company issued an aggregate of 495,000 shares of Common Stock to the Blackwells/Related Parties as a settlement fee on July 11, 2023. The Company also engaged Blackwells Onshore to provide consulting and advisory services regarding corporate governance, stockholder engagement and outreach, investor relations and proxy advisory firm engagement, analysis and outreach during the Standstill Period and paid Blackwells Onshore a consulting fee for these services equal to 1,600,000 shares of Common Stock upon the consummation of the Mergers on September 12, 2023. The Company also agreed to: (i) indemnify and hold harmless the Blackwells/Related Parties against actions, costs, losses, claims, damages or liabilities (including attorney fees) arising out of the consulting and advisory services provided by Blackwells Onshore pursuant to the Cooperation Agreement, provided that the liability of the Company will not exceed $10 million; and (ii) reimburse one-half of the reasonable documented out of pocket expenses (including legal fees) incurred by the Blackwells/Related Parties in connection with the proxy contest and related litigation described herein and the Agreement. RTL will be responsible for reimbursing the other half of these expenses. As a result, the Company reimbursed Blackwells $8.8 million of expenses in June 2023, which is recorded in settlement costs in the consolidated statements of operations for the nine months ended September 30, 2023. See Note 10 — Stockholders’ Equity for additional information on the impact of the Common Stock that was issued to the Blackwells/Related Parties. There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of September 30, 2023, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Prior to the consummation of the Internalization Merger on September 12, 2023, the Company had retained the Advisor to manage the Company’s affairs on a day-to-day basis and the Company’s properties were managed and leased to third parties by the Property Manager. Prior to the Internalization Merger on September 12, 2023, the Advisor and the Property Manager were under common control with AR Global, and these related parties had historically received compensation and fees for various services provided to the Company. The consummation of the Internalization Merger on September 12, 2023 resulted in the internalization of the management of the Company with its own dedicated workforce, including by terminating (i) the Company’s existing arrangement for advisory management services provided by the Advisor pursuant to the Advisory Agreement and (ii) RTL’s existing arrangement for advisory management services provided by the RTL Advisor and assuming (i) the Company’s existing arrangement for property management services provided by the Property Manager and (ii) RTL’s existing arrangement for property management services provided by the RTL Property Manager. All assets and contracts (including leases) necessary or desirable in the judgment of the Company and to conduct the business of the Company following the Mergers and all desired employees were placed into subsidiaries of AR Global that were merged with subsidiaries of the Company upon the completion of the Internalization Merger. As a result of the completion of the Internalization Merger, and termination of the contracts noted above, beginning of the Acquisition Date, the Company longer incur fees from these contracts. However, the Company incurred and will continue to incur costs for employee compensation, which are included in general and administrative expenses in the Company’s consolidated statement of operations. The Company has engaged a new third party service provider to assist with this process. For additional information on the Internalization Merger, including the consideration paid to AR Global, see Note 1 — Organization and Note 3 — The Mergers . Upon consummation of the Internalization Merger, the Company began renting office space for its own dedicated workforce at a property owned by affiliates of AR Global, the former advisor to the Company. Terminated Advisory Agreement and Assumed Property Management Agreements The discussion below summarizes various related party agreements and transactions that ceased as of the Acquisition Date of the Mergers. Fees Paid in Connection with the Operations of the Company Prior to the Internalization Merger, when it was owned by AR Global, the Advisor provided day-to-day asset management services for the Company pursuant to the Advisory Agreement. Prior to the Internalization Merger, under the Advisory Agreement, by and among the Company, the OP and the Advisor, the Company historically paid the Advisor the following fees in cash: (a) a minimum base management fee of $18.0 million per annum payable in cash monthly in advance (“Minimum Base Management Fee”); and (b) a variable fee amount equal to 1.25% per annum of the sum, since the effective date of the Advisory Agreement in June 2015, of: (i) the cumulative net proceeds of all common equity issued by the Company (ii) any equity of the Company issued in exchange for or conversion of preferred stock or exchangeable notes, based on the stock price at the date of issuance; and (iii) any other issuances of common, preferred, or other forms of equity of the Company, including units in an operating partnership (excluding equity based compensation but including issuances related to an acquisition, investment, joint-venture or partnership) (the “Variable Base Management Fee”). The Company was required to pay any Advisor any Incentive Compensation (as defined in the Advisory Agreement), generally payable in quarterly installments 50% in cash and 50% in shares of Common Stock (subject to certain lock up restrictions). The Advisor did not earn any Incentive Compensation during the nine months ended September 30, 2023 or 2022. Property Management Fees Prior to the Internalization Merger, when it was owned by AR Global, the Property Manager provided property management and leasing services for properties owned by the Company, for which the Company paid fees to the Property Manager equal to: (i) with respect to stand-alone, single-tenant net leased properties which were not part of a shopping center, 2.0% of gross revenues from the properties managed and (ii) with respect to all other types of properties, 4.0% of gross revenues from the properties managed in each case plus market-based leasing commissions applicable to the geographic location of the applicable property. For services related to overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company paid the Property Manager an oversight fee equal to 1.0% of gross revenues of the property managed. This oversight fee was no longer applicable to 39 of the Company’s properties which became subject to separate property management agreements with the Property Manager in connection with certain mortgage loans entered into by the Company in October 2017, April 2019 and September 2019 on otherwise nearly identical terms to the primary property and management leasing agreement, which remained applicable to all other properties. If cash flow generated by any of the Company’s properties was not sufficient to fund the costs and expenses incurred by the Property Manager in fulfilling its duties under the property management and leasing agreements, the Company was required to fund additional amounts. Costs and expenses that are the responsibility of the Company under the property management and leasing agreements included, without limitation, reasonable wages and salaries and other employee-related expenses of all on-site and off-site employees of the Property Manager who were engaged in the operation, management, maintenance and leasing of the properties and other out-of-pocket expenses which are directly related to the operation, management, maintenance and leasing of specific properties, but may not include the Property Manager’s general overhead and administrative expenses. The Company paid leasing commissions to the Property Manager which are expensed over the terms of the related leases. During the three and nine months ended September 30, 2023, the Company paid $0.4 million and $2.4 million, respectively, of leasing commissions to the Property Manager. During the three and nine months ended September 30, 2023, the Company recorded $0.2 million and $0.7 million, respectively, of expenses in property management fees, compared to $0.2 million and $0.9 million and during the three and nine months ended September 30, 2022, respectively (see table below). Professional Fees and Other Reimbursements The Company reimbursed the Advisor or its affiliates for expenses paid or incurred by the Advisor or its affiliates in providing services to the Company under the Advisory Agreement, except for those expenses that were specifically the responsibility of the Advisor under the Advisory Agreement, such as salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of personnel of the Advisor and its affiliates (including the Company’s executive officers) who provide services to the Company under the Advisory Agreement, the Advisor’s rent and general overhead expenses, the Advisor’s travel expenses (subject to certain exceptions), professional services fees incurred with respect to the Advisor for the operation of its business, insurance expenses (other than with respect to the Company’s directors and officers) and information technology expenses. In addition, these reimbursements were subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income, unless the excess amount was otherwise approved by the Board. The amount of expenses reimbursable for the nine months ended September 30, 2023 and 2022 did not exceed these limits. The following table reflects related party fees incurred for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Incurred Incurred Incurred Incurred Fees (1) : Asset management fees (2) $ 6,524 $ 8,309 $ 22,813 $ 24,818 Property management fees 2,128 1,779 6,050 5,427 Total related party operational fees and reimbursements $ 8,652 $ 10,088 $ 28,863 $ 30,245 ______________ (1) The Company incurred general and administrative costs and other expense reimbursements of approximately $0.3 million and $0.9 million for the three and nine months ended September 30, 2023, respectively, and $0.2 million and $0.9 million for the three and nine months ended September 30, 2022, respectively, which are recorded within general and administrative expenses in the consolidated statements of operations and are not reflected in the table above. (2) The Advisor, in accordance with the Advisory Agreement, received asset management fees in cash each quarter equal to one quarter of the annual Minimum Base Management Fee of $18.0 million and the Variable Base Management Fee. The Variable Base Management Fee was $2.0 million and $9.3 million for the three and nine months ended September 30, 2023, respectively, and $3.8 million and $11.3 million for the three and six months ended June 30, 2022, respectively. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation 2021 Equity Plan At the Company’s 2021 annual meeting of stockholders held on April 12, 2021, the Company’s stockholders approved the 2021 Omnibus Incentive Compensation Plan of Global Net Lease, Inc. (the “Individual Plan”) and the 2021 Omnibus Advisor Incentive Compensation Plan of Global Net Lease, Inc. (the “Advisor Plan” and together with the Individual Plan, the “2021 Equity Plan”). Both the Individual Plan and the Advisor Plan became effective upon stockholder approval. The terms of the Advisor Plan are substantially similar to the terms of the Individual Plan, except with respect to the eligible participants. Generally, directors of the Company, employees of the Company and employees of the Advisor or its affiliates who are involved in providing services to the Company (including the Company’s executive officers) as well as certain consultants to the Company and the Advisor and its affiliates are eligible to participate in the Individual Plan. Only the Advisor and any of its affiliates that are involved in providing services to the Company or any of its subsidiaries are eligible to receive awards under the Advisor Plan. As a result of the REIT Merger, no further participants are expected to be eligible to participate in the Advisor Plan from and following the REIT Merger and, accordingly, no further awards are expected to be granted under the Advisor Plan. Upon approval of the 2021 Equity Plan, the total number of shares of Common Stock that were allowed to be issued or subject to awards under the Advisor Plan and the Individual Plan, in the aggregate, was 6,300,000 shares. The 2021 Equity Plan will expire on April 12, 2031. The 2021 Equity Plan permits awards of Restricted Shares, RSUs, stock options, stock appreciation rights, stock awards, GNL LTIP Units and other equity awards. In addition, as part of the REIT Merger, the Company assumed the 2018 Omnibus Incentive Compensation Plan of RTL (the “2018 RTL Equity Plan”). At the time of the assumption of the 2018 RTL Equity Plan, the total number of shares of Common Stock allowed to be issued or subject to awards under the 2018 RTL Equity Plan, subject to applicable securities exchange listing standards, was 2,295,658 shares. RSUs RSUs may be awarded under terms that provide for vesting on a straight-line basis over a specified period of time for each award. RSUs represent a contingent right to receive shares of Common Stock at a future settlement date, subject to satisfaction of applicable vesting conditions or other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the RSUs are settled in, or converted into, the shares of Common Stock. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions or other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of Common Stock. RSU award agreements generally provide for accelerated vesting of all unvested RSUs in connection with a termination without cause from the Board or a change of control and accelerated vesting of the portion of the unvested RSUs scheduled to vest in the year of the recipient’s voluntary resignation from or failure to be re-elected to the Board. The following table reflects the activity of RSUs outstanding for the periods presented: Number of RSUs Weighted-Average Issue Price Unvested, December 31, 2022 47,723 $ 15.82 Vested (28,439) 15.56 Granted 30,252 10.33 Forfeitures — — Unvested, September 30, 2023 49,536 12.62 Number of RSUs Weighted-Average Issue Price Unvested, December 31, 2021 44,510 $ 16.47 Vested (21,651) 16.43 Granted 24,864 15.18 Unvested, September 30, 2022 47,723 15.82 The fair value of the RSUs granted is based on the market price of Common Stock as of the grant date. The fair value of the equity awards is expensed over the vesting period. Restricted Shares Restricted Shares are shares of Common Stock awarded under terms that provide for vesting over a specified period of time. Holders of Restricted Shares receive nonforfeitable cash dividends prior to the time that the restrictions on the Restricted Shares have lapsed. Any dividends to holders of Restricted Shares payable in shares of Common Stock are subject to the same restrictions as the underlying Restricted Shares. Restricted Shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. In September 2023, the Company issued 221,136 Restricted Shares to holders of unvested RTL Restricted Shares at the time of the Mergers (adjusted for the Exchange Ratio). Also, in June 2023, May 2022, May 2021, and September 2020, the Company granted 265,075, 207,242, 213,125 and 132,025 Restricted Shares, respectively, to employees of the Advisor or its affiliates who were involved in providing services to the Company, including its then Chief Executive Officer and Chief Financial Officer. In accordance with accounting rules, the fair value of the Restricted Shares granted is being recorded on a straight-line basis over the vesting period of four years. In addition, during the three months ended September 30, 2022, the Company issued 23,156 Restricted Shares to former employees of the Advisor, working as consultants to the Advisor, which, for accounting purposes, the fair value of such grants was fully expensed during the three months ended September 30, 2022. The awards to the Company’s then Chief Executive Officer and Chief Financial Officer were recommended by the Advisor and approved by the Special Committee of the Board comprised solely of independent directors that was formed in connection with the evaluation of the Mergers and the other transactions contemplated by the REIT Merger Agreement and the Internalization Merger Agreement. The other awards were made pursuant to authority delegated by the compensation committee to Edward M. Weil, Jr., a member of the Board and the Company’s current Co-Chief Executive Officer. No awards were made pursuant to this delegation of authority to anyone who was also a partner, member or equity owner of the parent of the Advisor. The Restricted Shares granted to employees of the Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested Restricted Shares will be forfeited if the holder’s employment with the Advisor terminates for any reason. During the nine months ended September 30, 2023, 2,631 Restricted Shares were forfeited. Upon a change in control of the Company, 50% of the unvested Restricted Shares will immediately vest and the remaining unvested Restricted Shares will be forfeited. A change of control, under the award agreement, did not occur as a result of the Mergers. Impact of the REIT Merger As of one business day immediately prior to the Acquisition Date, each RTL Restricted Share granted to a member of the RTL board of directors under the 2018 RTL Equity Plan that was outstanding as of immediately prior to the Acquisition Date (whether or not then vested) became fully vested, and all restrictions with respect thereto were lapsed. Each share of RTL Class A Common Stock resulting from the vesting of the RTL Restricted Shares was treated the same as other shares of RTL Class A Common Stock issued and outstanding immediately prior to the Acquisition Date, and was converted into the right to receive shares of Common Stock based on the Exchange Ratio. After the signing of the REIT Merger Agreement, each independent director of the RTL board of directors was granted $85,000 of RTL Restricted Shares as part of their ordinary course annual grants, with such RTL Restricted Shares subject to one year vesting pursuant to the award agreement granting the RTL Restricted Shares and converting into shares of Common Stock at the Acquisition Date in the same manner as the unvested RTL Restricted Shares held by non-directors of RTL. Also as of one business day immediately prior to the Acquisition Date, all other outstanding RTL Restricted Shares as of immediately prior to the Acquisition Date, including any RTL Restricted Shares issued on conversion of RTL’s long-term incentive plan units of limited partnership interests, ceased to relate to or represent any right to receive RTL Class A Common Stock and were assumed by the Company and automatically converted, at the Acquisition Date, into Restricted Shares with respect to a number of shares of Common Stock equal to the product of (x) the number of shares of RTL Class A Common Stock underlying the applicable award of RTL Restricted Shares as of immediately prior to such conversion, multiplied by (y) the Exchange Ratio, with each such award of RTL Restricted Shares so converted into Restricted Shares otherwise subject to the same terms and conditions as were applicable to the corresponding award of RTL Restricted Shares, including any applicable vesting, acceleration, and payment timing provisions, subject to certain limited exceptions (i) as expressly described by the REIT Merger Agreement and (ii) in relation to certain employees of the RTL Advisor and RTL Property Manager prior to the REIT Merger. All of the outstanding equity or equity-based awards of RTL held by any employee of RTL Advisor who was offered employment by the Company on the terms and conditions set forth in the Internalization Merger Agreement was awarded Restricted Shares (which totaled 221,136 Restricted Shares). All of the outstanding equity or equity-based awards of RTL held by any employee of RTL Advisor who was not offered employment by the Company on the terms and conditions set forth in the Internalization Merger Agreement fully vested as of immediately prior to the Acquisition Date. The following table reflects the activity of Restricted Shares outstanding for the periods presented that impacted the Company: Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2022 359,840 $ 17.16 Vested (274,850) 16.03 Granted 265,075 10.52 Issued in connection with the REIT Merger 221,136 10.73 Forfeitures (2,631) 13.23 Unvested, September 30, 2023 568,570 12.13 Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2021 305,107 $ 18.81 Vested (148,278) 16.56 Granted 230,398 14.60 Forfeitures (24,806) 17.21 Unvested, September 30, 2022 362,421 17.16 Compensation Expense — RSP Compensation expense for awards granted pursuant to the RSP was $2.2 million and $3.5 million for the three and nine months ended September 30, 2023, and $0.9 million and $2.5 million for the three and nine months ended September 30, 2022, respectively. Compensation expense is recorded as equity-based compensation in the accompanying consolidated statements of operations. As of September 30, 2023, the Company had $0.5 million of unrecognized compensation cost related to RSUs granted under the RSP, which is expected to be recognized over a weighted-average period of 1.8 years. As of September 30, 2023, the Company had $7.0 million of unrecognized compensation cost related to Restricted Shares granted under the RSP, which is expected to be recognized over a period of 3.7 years. Director Compensation The Company pays independent director compensation as follows: (i) the annual retainer payable to all independent directors is $100,000 per year; (ii) the annual retainer for the non-executive chair is $105,000; and (iii) the annual retainer for independent directors serving on the audit committee, compensation committee or nominating and corporate governance committee is $30,000. All annual retainers are payable 50% in the form of cash and 50% in the form of RSUs which vest over a three-year period. In addition, the directors have the option to elect to receive the cash component in the form of RSUs which would vest over a three-year period. Multi-Year Outperformance Agreement Modification of the 2021 OPP In connection with the Internalization Merger Agreement, the parties agreed to modify the terms of the existing 2021 OPP to accelerate timing for determining whether the award is vested and earned, which changed the end date of the performance period (as described in more detail below) to September 11, 2023, the day prior to the Acquisition Date of the Mergers. Accordingly, on September 11, 2023, the compensation committee of the Board reviewed and approved the final calculation determining that 883,750 of the 2,500,000 GNL LTIP Units subject to the 2021 OPP had been earned and became vested and Common Stock was issued for the vested GNL LTIP Units. The remaining 1,616,250 GNL LTIP Units were automatically forfeited, without the payment of any consideration. In addition: • Due to the modification noted above that changed the timing of the final measurement for determining whether the award is vested and earned, all of the remaining unrecognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023 (through September 11, 2023). During the three and nine months ended September 30, 2023, the Company recorded total compensation expense related to the GNL LTIP Units of $8.3 million and $12.8 million, respectively, and during the three and nine months ended September 30, 2022, the Company recorded total compensation expense related to the GNL LTIP Units of $2.2 million and $6.7 million, respectively. • In September 2023, the Company paid a $2.9 million priority catch-up distribution to the Advisor in respect of the 883,750 GNL LTIP Units that were earned under the 2021 OPP. In total, the Company paid $3.0 million and $3.2 million of distributions related to GNL LTIP Units during the three and nine months ended September 30, 2023, respectively, and the Company paid $0.1 million and $0.3 million during the three and nine months ended September 30, 2022, respectively. These amounts are included in accumulated deficit in the consolidated statements of changes in equity. 2021 OPP — General Description On May 3, 2021, the Company’s independent directors, acting as a group, authorized an award of GNL LTIP Units under the 2021 OPP. On June 3, 2021, the Company, the OP and the Advisor entered into the 2021 OPP. Based on a maximum award value of $50.0 million and $20.00, the closing price of Common Stock on June 2, 2021 (the “2021 Initial Share Price”), the Advisor was granted a total of 2,500,000 GNL LTIP Units pursuant to the 2021 OPP. These GNL LTIP Units were eligible to be earned and become vested based on the Company’s total shareholder return (“TSR”), including both share price appreciation and reinvestment of Common Stock dividends, compared to the 2021 Initial Share Price over a performance period commencing on June 3, 2021 and ending on the earliest of (i) June 3, 2024, (ii) the effective date of any Change of Control as defined in the Advisor Plan and (iii) the effective date of any termination of the Advisor’s service as the Company’s advisor. As noted above, the end date of the performance period was modified in connection with the Internalization Merger Agreement. Under current accounting rules, the total fair value of the GNL LTIP Units granted under the 2021 OPP of $27.7 million was fixed as of June 3, 2021 and was not required to be remeasured in subsequent periods (see Note 2 — Summary of Significant Accounting Policies for a description of accounting rules related to non-employee equity awards). The fair value of the GNL LTIP Units that were granted were being recorded evenly over the requisite service period which was originally approximately 3.1 years from May 3, 2021, the date that the Company’s independent directors approved the award of GNL LTIP Units under the 2021 OPP. However, due to the modification noted above that changed the timing of the final measurement for determining whether the award is vested and earned, all of the remaining unrecognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023 (through September 11, 2023). GNL LTIP Units/Distributions/Redemption The rights of the Advisor who held the GNL LTIP Units, were governed by the terms of the GNL LTIP Units set forth in the agreement of limited partnership of the OP. Holders of GNL LTIP Units were entitled to distributions on the GNL LTIP Units equal to 10% of the distributions made per unit of limited partnership interest in the OP (“OP Units”) (other than distributions of sale proceeds) until the GNL LTIP Units were earned. Distributions paid on an OP Unit were equal to dividends paid on a share of Common Stock. Distributions paid on GNL LTIP Units are not subject to forfeiture, even though 1,616,250 GNL LTIP Units were ultimately forfeited, as described above. The Advisor was entitled to a priority catch-up distribution on each earned GNL LTIP Unit equal to 90% of the aggregate distributions paid on OP Units during the applicable performance period. Accordingly, the 883,750 GNL LTIP Units that were earned and converted into the same number of shares of Common Stock on the Acquisition Date became entitled to receive the same distributions paid on the OP Units and, as noted above, a priority catch-up distribution was paid in cash to a wholly-owned subsidiary of AR Global in an amount of $2.9 million. Performance Measures With respect to one-half of the GNL LTIP Units granted under the 2021 OPP, the number of GNL LTIP Units that could have become earned was determined as of the last day of the performance period which was modified to September 11, 2023 as noted above was based on the Company’s achievement of absolute TSR levels as shown in the table below. Under this performance measure, as modified no GNL LTIP Units were earned. Number of GNL LTIP Units Earned Performance Level (% of GNL LTIP Units Earned) Absolute TSR 2021 OPP Below Threshold 0 % Less than 24 % 0 Threshold 25 % 24 % 312,500 Target 50 % 30 % 625,000 Maximum 100 % 36 % or higher 1,250,000 If the Company’s absolute TSR was more than 24% but less than 30%, or more than 30% but less than 36%, the number of GNL LTIP Units that could have become earned was determined using linear interpolation as between those tiers, respectively. With respect to the remaining one-half of the GNL LTIP Units granted under the 2021 OPP, the number of GNL LTIP Units that could have become earned was be determined as of the last day of the performance period (which was modified to September 11, 2023 as noted above) based on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period (which was modified to September 11, 2023 as noted above) relative to the average TSR of a peer group consisting of Lexington Realty Trust, Office Properties Income Trust and W.P. Carey, Inc. as of the last day of the performance period (which was modified to September 11, 2023 as noted above). Under this performance measure, as modified, 883,750 GNL LTIP Units were earned. Number of GNL LTIP Units Earned Performance Level (% of GNL LTIP Units Earned) Relative TSR Excess 2021 OPP Below Threshold 0 % Less than -600 basis points 0 Threshold 25 % -600 basis points 312,500 Target 50 % 0 basis points 625,000 Maximum 100 % 600 basis points 1,250,000 If the relative TSR excess was more than -600 basis points but less than zero basis points, or more than zero basis points but less than +600 basis points, the number of GNL LTIP Units that became earned was determined using linear interpolation as between those tiers, respectively. Other Terms Pursuant to the terms of the Advisor Plan, the GNL LTIP Units awarded under the 2021 OPP were administered by the Board or a committee thereof, defined as the “Committee” in the Advisor Plan. The Committee determined the number of GNL LTIP Units earned, as calculated by an independent consultant engaged by the Committee and as approved by the Committee in its reasonable and good faith discretion. Other Equity-Based Compensation The Company may issue Common Stock in lieu of cash to pay fees earned by the Company’s directors at each director’s election. If the Company did so, there would be no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no such shares of Common Stock issued in lieu of cash during the nine months ended September 30, 2023 and 2022. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following is a summary of the basic and diluted net (loss) income per share computation for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2023 2022 2023 2022 Net (loss) income attributable to common stockholders $ (142,488) $ 9,739 $ (179,834) $ 9,375 Adjustments to net loss attributable to common stockholders for common share equivalents (3,174) (264) (3,651) (701) Adjusted net (loss) income attributable to common stockholders $ (145,662) $ 9,475 $ (183,485) $ 8,674 Weighted average common shares outstanding — Basic and Diluted 130,824,684 103,714,646 113,017,882 103,654,157 Net (loss) income per share attributable to common stockholders — Basic and Diluted $ (1.11) $ 0.09 $ (1.62) $ 0.08 Under current authoritative guidance for determining earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested Restricted Shares, unvested RSUs and unearned GNL LTIP Units (prior to any being earned and converted to Common Stock), contain rights to receive distributions considered to be non-forfeitable, except in certain limited circumstances, and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the distributions to the unvested Restricted Shares, unvested RSUs and unearned GNL LTIP Units from the numerator. Also, the calculation of earnings per share above includes 59,253 shares of Common Stock that were issuable to third parties as of September 30, 2023 (see Note 10 — Stockholders’ Equity for additional information). Diluted net income per share assumes the conversion of all Common Stock share equivalents into an equivalent number of shares of Common Stock, unless the effect is anti-dilutive. The Company considers unvested Restricted Shares, unvested RSUs and unvested GNL LTIP Units to be common share equivalents. The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Unvested RSUs (1) 49,536 47,723 39,555 45,052 Unvested Restricted Shares (2) 542,375 418,077 418,851 375,698 Class A Units (3) 115,857 — 115,857 — GNL LTIP Units (4) — 2,500,000 — 2,500,000 Total common share equivalents excluded from EPS calculation 707,768 2,965,800 574,263 2,920,750 (1) There were 49,536 and 47,723 unvested RSUs issued and outstanding as of September 30, 2023 and 2022, respectively. See Note 13 — Equity-Based Compensation for additional information on the RSUs. (2) There were 568,570 and 362,421 unvested Restricted Shares issued and outstanding as of September 30, 2023 and 2022, respectively. See Note 13 — Equity-Based Compensation for additional information on the Restricted Shares. (3) Weighted-average number of Class A Units outstanding for the periods presented. There were 115,857 Class A Units outstanding as of September 30, 2023. (4) As disclosed in Note 13 — Equity-Based Compensation , the performance period under the 2021 OPP was accelerated and ended on September 11, 2023, and as a result, 883,750 GNL LTIP Units became earned and vested and Common Stock was issued for the vested GNL LTIP Units. There were no GNL LTIP Units issued and outstanding under the 2021 OPP as of September 30, 2023 and there were 2,500,000 GNL LTIP Units issued and outstanding under the 2021 OPP as of September 30, 2022. Conditionally issuable shares relating to the 2021 OPP award would be included in the computation of fully diluted EPS (if dilutive) based on shares that would be issued as if the balance sheet date were the end of the measurement period. No GNL LTIP Unit share equivalents were included in the computation for the three and nine months ended September 30, 2023 since the performance period ended on September 11, 2023 and they were not included in three and nine months ended September 30, 2022 since their impact was anti-dilutive. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting As of September 30, 2023, as a result of the Mergers and the related strategic shift in the Company’s operations, the Company has concluded it now operates in four reportable segments consistent with its current management internal financial reporting purposes: (1) Industrial & Distribution (2) Multi-Tenant Retail (3) Single-Tenant Retail and (4) Office. The Company will evaluate performance and make resource allocations based on its four business segments. The Company is reporting its business segments using the “management approach” model for segment reporting, whereby the Company determines its reportable business segments based on the way the chief operating decision maker organizes business segments within the Company for making operating decisions and assessing financial performance. The Company’s chief operating decision maker receives and reviews financial information based on the Company's four segments. The Company evaluates business segment performance based upon segment income, which is defined as total revenues from tenants, less property operating costs. The segments are managed separately due to the property type and the accounting policies are consistent across each segment. See below for a description of segment income. Previously, before the Mergers, the Company concluded it was operating in one segment. Upon concluding that a change in its reporting segments has occurred, the Company is required to retroactively restate the historical operating results for the segment for all periods presented in that filing and, thereafter, the Company will restate other prior periods when they are subsequently reported in later filings for comparative purposes. Segment Income The Company evaluates the performance of the combined properties in each segment based on total revenues from tenants, less property operating costs. As such, this excludes all other items of expense and income included in the financial statements in calculating net income (loss). The Company uses segment income to assess and compare property level performance and to make decisions concerning the operation of the properties. The Company believes that segment income is useful as a performance measure because, when compared across periods, segment income reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss). Segment income excludes certain components from net income (loss) in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level. In addition, depreciation and amortization, because of historical The following table provides operating financial information for the Company’s four reportable segments: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Industrial & Distribution: Revenue from tenants $ 53,767 $ 52,196 $ 157,879 $ 158,947 Property operating expense 3,436 3,145 10,050 9,748 Segment income $ 50,331 $ 49,051 $ 147,829 $ 149,199 Multi-Tenant Retail: Revenue from tenants $ 13,387 $ — $ 13,387 $ — Property operating expense 4,457 — 4,457 — Segment income $ 8,930 $ — $ 8,930 $ — Single-Tenant Retail: Revenue from tenants $ 12,212 $ 3,009 $ 20,471 $ 9,399 Property operating expense 737 144 1,053 588 Segment income $ 11,475 $ 2,865 $ 19,418 $ 8,811 Office: Revenue from tenants $ 38,802 $ 37,394 $ 116,607 $ 116,563 Property operating expense 4,993 4,476 15,242 12,687 Segment income $ 33,809 $ 32,918 $ 101,365 $ 103,876 Reconciliation to Consolidated Financial Information A reconciliation of the total reportable segment's revenue from tenants to consolidated revenue from tenants and the total reportable segment’s income to consolidated net (loss) income attributable to common stockholders is as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Revenue From Tenants: Industrial & Distribution $ 53,767 $ 52,196 $ 157,879 $ 158,947 Multi-Tenant Retail 13,387 — 13,387 — Single-Tenant Retail 12,212 3,009 20,471 9,399 Office 38,802 37,394 116,607 116,563 Total Consolidated Revenue From Tenants $ 118,168 $ 92,599 $ 308,344 $ 284,909 Net (loss) income attributable to common stockholders: Segment Income: Industrial & Distribution $ 50,331 $ 49,051 $ 147,829 $ 149,199 Multi-Tenant Retail 8,930 — 8,930 — Single-Tenant Retail 11,475 2,865 19,418 8,811 Office 33,809 32,918 101,365 103,876 Total Segment Income 104,545 84,834 277,542 261,886 Operating fees to related parties (8,652) (10,088) (28,863) (30,245) Impairment charges (65,706) (796) (65,706) (17,057) Merger, transaction and other costs (43,765) (103) (50,143) (244) Settlement costs (14,643) — (29,727) — General and administrative (6,977) (4,060) (23,320) (11,629) Equity-based compensation (10,444) (3,132) (16,239) (9,217) Depreciation and amortization (49,232) (37,791) (123,558) (117,039) Gain on dispositions of real estate investments (684) 143 (684) 205 Interest expense (41,161) (24,207) (95,836) (71,779) Loss on extinguishment of debt — (41) (404) (383) Gain on derivative instruments 3,217 13,121 787 25,534 Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness — — — 2,439 Other income 119 10 1,835 854 Income tax expense (2,801) (3,052) (9,016) (8,662) Preferred stock dividends (6,304) (5,099) (16,502) (15,288) Net (loss) income attributable to common stockholders $ (142,488) $ 9,739 $ (179,834) $ 9,375 The following table reconciles real estate investments, net by segment to consolidated total assets as of the periods presented: (In thousands) September 30, December 31, Investments in real estate, net: Industrial & Distribution $ 2,434,861 $ 2,132,013 Multi-tenant retail 2,203,681 — Single-tenant retail 1,706,959 106,751 Office 1,288,116 1,356,506 Total investments in real estate, net 7,633,617 3,595,270 Assets held for sale 1,299 — Cash and cash equivalents 133,439 103,335 Restricted cash 44,998 1,110 Derivative assets, at fair value 26,400 37,279 Unbilled straight line rent 76,264 73,037 Operating lease right-of-use asset 75,669 49,166 Prepaid expenses and other assets 122,636 64,348 Due from related parties — 464 Deferred tax assets 2,559 3,647 Goodwill and other intangible assets, net 51,018 21,362 Deferred financing costs, net 16,814 12,808 Total assets $ 8,184,713 $ 3,961,826 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in the consolidated financial statements, except as disclosed in the applicable footnotes and below. Acquisitions and Dispositions |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results for the entire year or any subsequent interim period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 23, 2023. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2023 (see “Recently Issued Accounting Pronouncements” section below). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, derivative financial instruments, hedging activities, equity-based compensation expenses related to the 2021 OPP income taxes and fair value measurements, as applicable. |
Noncontrolling Interests | Noncontrolling Interests The non-controlling interests represent the portion of the equity in the OP that is not owned by the Company. Noncontrolling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net loss attributable to non-controlling interests on the consolidated statements of operations and comprehensive loss. Noncontrolling interests are allocated a share of net income or loss based on their share of equity ownership. The Company did not allocate any net loss to non-controlling interests as the amount was not significant. |
Revenue Recognition | Revenue Recognition The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the non-cancelable term of the lease. As of September 30, 2023, the Company’s leases had a weighted-average remaining lease term of 6.9 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. For new leases after acquisition of a property, the commencement date is considered to be the date the lease is executed and the tenant has access to the space. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation for all leases in place at the time of acquisition. In the Company’s Industrial & Distribution, Single-Tenant Retail and Office segments, in addition to base rent, the Company’s lease agreements generally require tenants to pay for their property operating expenses or reimburse the Company for property operating expenses that the Company incurs (primarily insurance costs and real estate taxes). However, some limited property operating expenses that are not the responsibility of the tenant are absorbed by the Company. In the Company’s Multi-Tenant Retail segment, the Company owns, manages and leases multi-tenant properties where the Company generally pays for the property operating expenses for those properties and most of the Company’s tenants are required to pay their pro rata share of property operating expenses. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under ASC 842, the Company has reflected them on a net basis. |
Lessor Accounting | Lessor Accounting As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed as incurred. |
Lessee Accounting | Lessee Accounting For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 11 — Commitments and Contingencies. |
Impairment of Long Lived Assets | Impairment of Long Lived Assets If circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings. |
Goodwill | Goodwill The Company evaluates goodwill for impairment at least annually or upon the occurrence of a triggering event. A triggering event is an event or circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed its annual impairment evaluation in the fourth quarter of 2022 to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Based on this assessment, the Company determined that the goodwill was not impaired as of December 31, 2022. There were no material changes to this assessment as of September 30, 2023. |
Reportable Segments | Reportable SegmentsAs of September 30, 2023, the Company has determined that it has four reportable segments based on property type: (1) Industrial & Distribution, (2) Multi-Tenant Retail, (3) Single-Tenant Retail and (4) Office (s |
Derivative Instruments | Derivative Instruments The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts to hedge all or a portion of the interest rate risk associated with its borrowings. In addition, all foreign currency denominated borrowings under the Company’s Revolving Credit Facility (as defined in Note 6 — Revolving Credit Facility and Term Loan, Net ) are designated as net investment hedges. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in the Company’s functional currency, the USD. The Company enters into derivative financial instruments in an effort to protect the value or fix the amount of certain obligations in terms of its functional currency. The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in foreign operations. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment (or for derivatives |
Equity-Based Compensation | Equity-Based Compensation The Company has a stock-based incentive plan under which its directors, officers, other employees or entities that provide services to the Company, are eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share based payments. The cost of services received in exchange for a stock award is measured at the grant date fair value of the award and the expense for such awards is included in equity-based compensation on consolidated statements of operations and is recognized over the vesting period or when the requirements for exercise of the award have been met (see Note 13 — Equity-Based Compensation) . Multi-Year Outperformance Agreement On June 2, 2021, the Company entered into the 2021 OPP with the former Advisor. In connection with the Internalization Merger Agreement, the parties agreed to modify the terms of the existing 2021 OPP to accelerate the timing for determining whether the award is vested and earned, which changed the end date of the performance period to September 11, 2023, the day prior to Acquisition Date of the Mergers. Under the 2021 OPP, which became effective June 2, 2021, the Company initially recorded equity-based compensation evenly over the requisite service period of approximately 3.1 years beginning on May 3, 2021, the date that the Company’s independent directors approved the award of long-term incentive plan units of limited partner interest in the OP (“GNL LTIP Units”). However, due to the modification noted above, all of the remaining unrecognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023 (through September 11, 2023). Any RTL LTIP Units that were earned prior to the Acquisition Date were converted into RTL Class A Common Stock prior to the Acquisition Date and were included in the consideration issued to holders of RTL Class A Common Stock (see Note 3 — The Mergers). For additional information on the 2021 OPP and the ultimate determination of the vesting of the award on September 11, 2023, see Note 13 — Equity-Based Compensation. |
Income Taxes | Income Taxes The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with the taxable year ended December 31, 2013. Commencing with such taxable year, the Company was organized to operate in such a manner as to qualify for taxation as a REIT under the Code and believes it has so qualified. The Company intends to continue to operate in such a manner to continue to qualify for taxation as a REIT, but no assurance can be given that it will operate in a manner to remain qualified as a REIT. After the REIT Merger, the asset and income tests for REIT qualification apply to all of GNL’s assets, including the assets that GNL acquired from RTL, and to all of GNL’s income, including the income derived from the assets that GNL acquired from RTL. As a result, the nature of the assets that GNL acquired from RTL and the income that GNL derived from those assets may have an effect on GNL’s tax qualification as a REIT. As a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable income. REITs are subject to a number of other organizational and operational requirements. The Company conducts business in various states and municipalities within the U.S., Canada, Puerto Rico, the United Kingdom and Western Europe and, as a result, the Company or one of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and certain foreign jurisdictions. As a result, the Company may be subject to certain federal, state, local and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease the Company’s earnings and available cash. In addition, the Company’s international assets and operations, including those owned through direct or indirect subsidiaries that are disregarded entities for U.S. federal income tax purposes, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. Significant judgment is required in determining the Company’s tax provision and in evaluating its tax positions. The Company establishes tax reserves based on a benefit recognition model, which the Company believes could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. The Company derecognizes the tax position when the likelihood of the tax position being sustained is no longer more likely than not. The Company recognizes deferred income taxes in certain of its subsidiaries taxable in the U.S. or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. The Company provides a valuation allowance against its deferred income tax assets when it believes that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit). The Company derives most of its REIT taxable income from its real estate operations in the U.S. and has historically distributed all of its REIT taxable income to its shareholders. As such, the Company’s real estate operations are generally not subject to U.S. federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state, local, and foreign taxes, as applicable. The Company’s deferred tax assets and liabilities are primarily the result of temporary differences related to the following: • Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, the Company assumes the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets; • Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs and depreciation expense; and • Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions that may be realized in future periods if the respective subsidiary generates sufficient taxable income. The Company recognizes current income tax expense for state and local income taxes and taxes incurred in its foreign jurisdictions. The Company’s current income tax expense fluctuates from period to period based primarily on the timing of its taxable income. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted as of January 1, 2022: In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815) . The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity. The standard also amends and makes targeted improvements to the related earnings per share guidance. The ASU became effective for the Company January 1, 2022, and did not have a material impact on the Company’s consolidated financial statements. Adopted as of September 30, 2023: In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsThe Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability and those inputs are significant. Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of September 30, 2023 and December 31, 2022, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. The consideration transferred by the Company in the Mergers established a new accounting basis for the assets acquired, liabilities assumed and any non-controlling interests, measured at their respective fair value as of the Acquisition Date. This measurement is non-recurring and is only done as of the Acquisition Date. For more information on the allocation of the consideration paid in the Mergers to the fair value of assets acquired, liabilities assumed, see Note 3 — The Mergers. Real Estate Investments Measured at Fair Value on a Non-Recurring Basis The Company recorded impairments for real estate investments during the quarter ended September 30, 2023 (see Note 4 — Real Estate Investments, Net for additional information on impairment charges recorded by the Company). The carrying value of these impaired real estate investments on the consolidated balance sheet represents their estimated fair value at the time of impairment. The fair values were based on a calculation of the estimated fair value, which was driven by an assumed land value of £1.5 million per acre, for one property, and the others were based on the estimated selling prices of the assets. Impaired real estate investments which are held for use are generally classified in Level 3 of the fair value hierarchy. |
Earnings Per Share | Under current authoritative guidance for determining earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested Restricted Shares, unvested RSUs and unearned GNL LTIP Units (prior to any being earned and converted to Common Stock), contain rights to receive distributions considered to be non-forfeitable, except in certain limited circumstances, and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the distributions to the unvested Restricted Shares, unvested RSUs and unearned GNL LTIP Units from the numerator. Also, the calculation of earnings per share above includes 59,253 shares of Common Stock that were issuable to third parties as of September 30, 2023 (see Note 10 — Stockholders’ Equity |
The Mergers (Tables)
The Mergers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Allocation of Assets Acquired and Liabilities Assumed | The following table presents the fair value of the consideration transferred to affect the acquisition: Fair Value Calculation Shares or Units Price Used to Calculate Fair Value Fair Value of Consideration Transferred (In thousands) Consideration Type Fair value of Common Stock issued to holders of RTL Class A Common Stock (1) 93,432,927 $ 11.11 (2) $ 1,038,040 Common Stock Fair value of Common Stock issued upon vesting of certain RTL Restricted Shares 209,906 $ 11.11 (2) 2,332 Common Stock Fair value of Common Stock issued to AR Global for the Internalization Merger 29,614,825 (3) $ 11.11 (2) 329,021 Common Stock Fair value of Class A Units issued by the OP to holder of RTL Class A Units 115,857 $ 11.11 (2) 1,287 Class A Units Fair value of GNL Series D Preferred Stock issued to holders of RTL Series A Preferred Stock (6) 7,933,711 (4) $ 19.61 (4) 155,580 Series D Preferred Stock Fair value of GNL Series E Preferred Stock to be issued to holders of RTL Series C Preferred Stock (6) 4,595,175 (5) $ 19.75 (5) 90,755 Series E Preferred Stock Total equity consideration 1,617,015 Cash consideration paid to AR Global 50,000 Cash Cash used to repay RTL’s credit facility at closing of the REIT Merger 466,000 Cash Total consideration transferred $ 2,133,015 ___________ (1) Includes RTL LTIP Units earned and converted to RTL Class A Common Stock and certain vested shares of RTL Restricted Shares, both of which occurred prior to the Acquisition Date (see Note 13 — Equity-based Compensation). (2) Represents the closing price of GNL’s Common Stock on the Acquisition Date. (3) The considered value of Common Stock to be issued to AR Global was $325.0 million for the Internalization Merger, and the number of shares issued was valued based on the Company’s 5-day volume-weighted average price as of market close on May 11, 2023. The price used to calculate fair value represents the closing price of GNL’s Common Stock on the Acquisition Date. (4) Each share of the RTL Series A Preferred Stock was exchanged for one new share of Series D Preferred Stock respectively. The price used to calculate fair value represents the closing price of the RTL Series A Preferred Stock on the Acquisition Date. (5) Each share of the RTL Series C Preferred Stock was exchanged for one new share of Series E Preferred Stock respectively. The price used to calculate fair value represents the closing price of the RTL Series C Preferred Stock on the Acquisition Date. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the provisional recording of the assets acquired and liabilities assumed as of Acquisition Date: (in thousands) Amount Assets Acquired: Land $ 954,967 Buildings, fixtures and improvements 2,526,810 Total tangible assets 3,481,777 Acquired intangible assets: In-place leases 582,475 Above-market lease assets 67,718 Total acquired intangible lease assets 650,193 Cash 65,223 Operating lease right-of-use assets 26,407 Prepaid expenses and other assets 60,862 Goodwill 29,817 Total assets acquired 4,314,279 Liabilities Assumed: Mortgage notes payable, net 1,587,455 Senior notes, net 386,250 Acquired intangible lease liabilities 76,682 Accounts payable and accrued expenses 86,031 Operating lease liabilities 26,407 Prepaid rent 18,439 Total liabilities assumed 2,181,264 Total consideration transferred $ 2,133,015 |
Schedule of Pro Forma Information | The following table presents information for RTL that is included in the Company’s consolidated statements of income from the Acquisition Date through the Company’s three and nine months ended September 30, 2023: (In thousands) RTL’s Operations Included in GNL’s Results Revenue from tenants $ 22,616 Net loss $ (3,667) The following table presents unaudited supplemental pro forma information as if the Mergers had occurred on January 1, 2022 for the three and nine months ended September 30, 2023 and 2022. The unaudited supplemental pro forma financial information is not necessarily indicative of what the actual results of operations of the Company would have been assuming the Mergers had taken place on January 1, 2022, nor is it indicative of the results of operations for future periods. (In thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Pro Forma Revenue from tenants $ 199,272 $ 207,953 $ 605,828 $ 608,958 Pro Forma Net loss $ (209,703) $ (36,913) $ (294,690) $ (73,974) |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Schedule of Acquisitions | The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2023, and, in the case of assets located outside of the U.S., based on the applicable exchange rate at the time of purchase. With the exception of the Mergers which was treated as a business combination (see Note 3 — The Mergers ), all other acquisitions are considered asset acquisitions for accounting purposes. Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 (Dollar amounts in thousands) Business Combination Asset Acquisitions Total Total (All Asset Acquisitions) Assets Acquired: Real estate investments, at cost: Land $ 954,967 $ 4,757 $ 959,724 $ 4,176 Buildings, fixtures and improvements 2,526,810 30,087 2,556,897 25,938 Total tangible assets 3,481,777 34,844 3,516,621 30,114 Intangibles acquired: In-place leases 582,475 4,128 586,603 4,010 Above-market lease assets 67,718 40,964 108,682 — Below-market lease liabilities — — — (230) Total Intangible assets and liabilities 650,193 45,092 695,285 3,780 Cash 65,223 — 65,223 — Right-of -use asset 26,407 1,426 27,833 — Prepaid expenses and other assets 60,862 — 60,862 — Goodwill 29,817 — 29,817 — Total assets acquired 4,314,279 81,362 4,395,641 33,894 Liabilities Assumed: Mortgage notes payable, net 1,587,455 — 1,587,455 — Senior notes, net 386,250 — 386,250 — Acquired intangible lease liabilities 76,682 — 76,682 — Accounts payable and accrued expenses 86,031 — 86,031 — Operating lease liabilities 26,407 — 26,407 — Prepaid rent 18,439 — 18,439 — Total liabilities assumed 2,181,264 — 2,181,264 — Equity issued in acquisitions 1,617,015 — 1,617,015 — Cash paid for acquired real estate investments $ 516,000 $ 81,362 $ 597,362 $ 33,894 Number of properties purchased 989 8 997 3 |
Schedule of Acquisitions by Property Type | The following table summarizes the acquisitions by property type, listed by reportable segment, during the nine months ended September 30, 2023: Property Type Number of Properties Square Feet (unaudited) Properties Acquired in 2023: Industrial & Distribution — — Multi-Tenant Retail 109 16,375,661 Single-Tenant Retail 888 11,281,057 Office — — 997 27,656,718 Properties Acquired in 2022: Industrial & Distribution 2 232,600 Multi-Tenant Retail — — Single-Tenant Retail — — Office 1 66,626 3 299,226 |
Schedule of Real Estate Properties Held for Sale | The following table details the major classes of the assets associated with the property that the Company determined to be classified as held for sale as of September 30, 2023: (Dollar amounts in thousands) September 30, 2023 Real estate investments held for sale, at cost: Land $ 380 Buildings, fixtures and improvements 920 Total real estate assets held for sale, at cost 1,300 Less accumulated depreciation and amortization (1) Total real estate investments held for sale, net $ 1,299 |
Schedule of Properties with Significant Annualized Straight-line Rental Income, by Geographical Areas | The following table lists the countries and states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10.0% of consolidated annualized rental income on a straight-line basis as of September 30, 2023 and December 31, 2022. Country / U.S. State September 30, December 31, United States 80.4% 63.9% United Kingdom 10.7% 17.4% |
Mortgage Notes Payable, Net (Ta
Mortgage Notes Payable, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Notes Payable | Mortgage notes payable, net as of September 30, 2023 and December 31, 2022 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, December 31, Maturity Anticipated Repayment (2) (In thousands) (In thousands) Finland: Finland Properties 5 $ 78,263 $ 79,232 4.4% (3) Fixed/Variable Feb. 2024 Feb. 2024 Germany: Germany Properties — — 55,140 —% (4) Fixed/Variable Jun. 2023 Jun. 2023 Luxembourg/ The Netherlands: Benelux Properties 3 124,301 128,485 1.4% Fixed Jun. 2024 Jun. 2024 Total EUR denominated 8 202,564 262,857 United Kingdom: McLaren 3 123,262 122,182 6.1% Fixed Apr. 2024 Apr. 2024 United Kingdom Properties - Bulk Loan — — 194,320 —% (5) Fixed/Variable Aug. 2023 Aug. 2023 Total GBP denominated 3 123,262 316,502 United States: Penske Logistics 1 70,000 70,000 4.7% (6) Fixed Nov. 2028 Nov. 2028 Multi-Tenant Mortgage Loan I 10 162,580 162,580 4.4% (6) Fixed Nov. 2027 Nov. 2027 Multi-Tenant Mortgage Loan II 8 32,750 32,750 4.4% (6) Fixed Feb. 2028 Feb. 2028 Multi-Tenant Mortgage Loan III 7 98,500 98,500 4.9% (6) Fixed Dec. 2028 Dec. 2028 Multi-Tenant Mortgage Loan IV 16 97,500 97,500 4.6% (6) Fixed May 2029 May 2029 Multi-Tenant Mortgage Loan V 12 204,000 204,000 3.7% (6) Fixed Oct. 2029 Oct. 2029 2019 Class A-1 Net-Lease Mortgage Notes 97 115,770 — 3.8% (7) Fixed May 2049 May 2026 2019 Class A-2 Net-Lease Mortgage Notes 101 119,562 — 4.5% (7) Fixed May 2049 May 2029 2021 Class A-1 Net-Lease Mortgage Notes 44 52,724 — 2.2% (7) Fixed May 2051 May 2028 2021 Class A-2 Net-Lease Mortgage Notes 44 91,069 — 2.8% (7) Fixed May 2051 May 2031 2021 Class A-3 Net-Lease Mortgage Notes 33 34,997 — 3.1% (7) Fixed May 2051 May 2028 2021 Class A-4 Net-Lease Mortgage Notes 34 54,995 — 3.7% (7) Fixed May 2051 May 2031 Column Financial Mortgage Notes 363 702,809 — 3.8% (7) Fixed Aug. 2025 Aug. 2025 Mortgage Loan II 12 210,000 — 4.3% (7) Fixed Jan. 2028 Jan. 2028 Mortgage Loan III 22 33,400 — 4.1% (7) Fixed Jan. 2028 Jan. 2028 RTL Multi-Tenant Mortgage II 4 25,000 — 4.5% (7) Fixed Feb. 2024 Feb. 2024 McGowin Park 1 39,025 — 4.1% (7) Fixed May 2024 May 2024 CMBS Loan 29 260,000 — 6.5% (7) Fixed Sept. 2033 Sept. 2033 Total USD denominated 838 2,404,681 665,330 Gross mortgage notes payable 849 2,730,507 1,244,689 4.2% Mortgage discounts (151,094) (1,207) Deferred financing costs, net of accumulated amortization (8) (7,749) (10,401) Mortgage notes payable, net 849 $ 2,571,664 $ 1,233,081 4.2% ______________ (1) Amounts borrowed in local currency and translated at the spot rate in effect at the applicable reporting date. (2) The Company determines an anticipated repayment date when the terms of a debt obligation provide for earlier repayment than the legal maturity and when the Company expects to repay such debt obligations earlier due to factors such as elevated interest rates or additional principal payment requirements. (3) 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. Variable portion is approximately 1.4% plus 3-month Euribor. Euribor rate in effect as of September 30, 2023. (4) This loan was repaid in the quarter ended June 30, 2023 and the five properties were added to the borrowing base of the Revolving Credit Facility (as defined below). Prior to its repayment, the loan was 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. (5) This loan was repaid in the quarter ended June 30, 2023 and the 41 properties were added to the borrowing base of the Revolving Credit Facility (as defined below). Prior to its repayment, the loan was 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. (6) The borrowers’ (wholly owned subsidiaries of the OP) financial statements are included within the Company’s consolidated financial statements, however, the borrowers’ assets and credit are only available to pay the debts of the borrowers and their liabilities constitute obligations of the borrowers. (7) These mortgages were assumed from RTL as part of the RTL Acquisition/Internalization pursuant to the terms of the REIT Merger Agreement. (8) Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or paid down before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. The details of the Company’s senior notes are as follows: (In thousands) September 30, December 31, 3.75% Senior Notes Aggregate principal amount $ 500,000 $ 500,000 Less: Deferred financing costs (5,840) (6,878) 3.75% Senior Notes, net 494,160 493,122 4.50% Senior Notes Aggregate principal amount 500,000 — Less: Discount (112,840) — 4.50% Senior Notes, net 387,160 — Senior Notes, Net $ 881,320 $ 493,122 |
Schedule of Future Principal Payments on Mortgage Notes Payable | The following table presents future scheduled aggregate principal payments on the Company’s gross mortgage notes payable over the next four calendar years and thereafter as of September 30, 2023: (In thousands) Future Principal Payments (1) 2023 (remainder) $ 301 2024 391,057 2025 704,014 2026 115,045 2027 163,191 2028 532,982 Thereafter 823,917 Total $ 2,730,507 ______ (1) Assumes exchange rates of £1.00 to $1.22 for British Pounds Sterling (“GBP”) and €1.00 to $1.06 for Euros (“EUR”) as of September 30, 2023 for illustrative purposes, as applicable. |
Revolving Credit Facility (Tabl
Revolving Credit Facility (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Balance Under Credit Agreement | The table below details the outstanding balances as of September 30, 2023 and December 31, 2022 under the credit agreement with KeyBank National Association, as agent, and the other lenders party thereto which was originally entered into on July 24, 2017 and has been amended from time to time (the “Credit Agreement”). The Credit Agreement consists solely of the senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”). In connection with the Mergers, the Company amended the Credit Agreement on September 12, 2023 in order to, among other things, repay the outstanding indebtedness and obligations of RTL’s credit facility. The Company exercised the existing “accordion feature” on the Revolving Credit Facility and increased the aggregate total commitments under the Revolving Credit Facility by $500.0 million from $1.45 billion to $1.95 billion to repay and terminate RTL’s credit facility and to create additional availability after the closing of the REIT Merger. The sublimits for letters of credit and swing loans were also each increased from $50.0 million to $75.0 million. The amendment to the Credit Agreement also includes modifications to the change of control events to reflect the changes to the board composition and management of the Company following the REIT Merger and other modifications to account for multi-tenant properties for the credit support of additional eligible unencumbered properties that are owned by the subsidiaries of RTL OP that serve as guarantors under the Credit Agreement. During the three months ended June 30, 2022, the amount previously outstanding under the senior unsecured term loan facility (the “Term Loan”) was converted to the Revolving Credit Facility upon the amendment and restatement in April 2022. September 30, 2023 December 31, 2022 (In thousands) TOTAL USD (1) USD (3) GBP (4) EUR (5) CAD (6) TOTAL USD (2) USD GBP EUR CAD Revolving Credit Facility $ 1,609,931 $ 925,962 £ 261,000 € 319,075 $ 38,000 $ 669,968 $ 287,000 £ 57,000 € 267,075 $ 38,000 (1) Assumes exchange rates of £1.00 to $1.22 for GBP, €1.00 to $1.06 for EUR and $1.00 Canadian Dollar (“CAD”) to $0.74 as of September 30, 2023 for illustrative purposes, as applicable. (2) Assumes exchange rates of £1.00 to $1.21 for GBP , €1.00 to $1.07 for EUR and $1.00 CAD to $0.74 as of December 31, 2022 for illustrative purposes, as applicable. (3) The USD portion of the Revolving Credit Facility is 32% fixed via swaps and, as of September 30, 2023, had a weighted-average effective interest rate of 6.9% after giving effect to interest rate swaps in place. (4) The GBP portion of Revolving Credit Facility is 100% variable and, as of September 30, 2023, had a weighted-average effective interest rate of 7.1%. (5) The EUR portion of Revolving Credit Facility is 100% fixed via swaps and, as of September 30, 2023, had a weighted-average effective interest rate of 1.9% after giving effect to interest rate swaps in place. (6) The CAD portion of Revolving Credit Facility is 100% variable and, as of September 30, 2023, had a weighted-average effective interest rate of 7.3%. |
Senior Notes, Net (Tables)
Senior Notes, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Senior Notes, Net | Mortgage notes payable, net as of September 30, 2023 and December 31, 2022 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, December 31, Maturity Anticipated Repayment (2) (In thousands) (In thousands) Finland: Finland Properties 5 $ 78,263 $ 79,232 4.4% (3) Fixed/Variable Feb. 2024 Feb. 2024 Germany: Germany Properties — — 55,140 —% (4) Fixed/Variable Jun. 2023 Jun. 2023 Luxembourg/ The Netherlands: Benelux Properties 3 124,301 128,485 1.4% Fixed Jun. 2024 Jun. 2024 Total EUR denominated 8 202,564 262,857 United Kingdom: McLaren 3 123,262 122,182 6.1% Fixed Apr. 2024 Apr. 2024 United Kingdom Properties - Bulk Loan — — 194,320 —% (5) Fixed/Variable Aug. 2023 Aug. 2023 Total GBP denominated 3 123,262 316,502 United States: Penske Logistics 1 70,000 70,000 4.7% (6) Fixed Nov. 2028 Nov. 2028 Multi-Tenant Mortgage Loan I 10 162,580 162,580 4.4% (6) Fixed Nov. 2027 Nov. 2027 Multi-Tenant Mortgage Loan II 8 32,750 32,750 4.4% (6) Fixed Feb. 2028 Feb. 2028 Multi-Tenant Mortgage Loan III 7 98,500 98,500 4.9% (6) Fixed Dec. 2028 Dec. 2028 Multi-Tenant Mortgage Loan IV 16 97,500 97,500 4.6% (6) Fixed May 2029 May 2029 Multi-Tenant Mortgage Loan V 12 204,000 204,000 3.7% (6) Fixed Oct. 2029 Oct. 2029 2019 Class A-1 Net-Lease Mortgage Notes 97 115,770 — 3.8% (7) Fixed May 2049 May 2026 2019 Class A-2 Net-Lease Mortgage Notes 101 119,562 — 4.5% (7) Fixed May 2049 May 2029 2021 Class A-1 Net-Lease Mortgage Notes 44 52,724 — 2.2% (7) Fixed May 2051 May 2028 2021 Class A-2 Net-Lease Mortgage Notes 44 91,069 — 2.8% (7) Fixed May 2051 May 2031 2021 Class A-3 Net-Lease Mortgage Notes 33 34,997 — 3.1% (7) Fixed May 2051 May 2028 2021 Class A-4 Net-Lease Mortgage Notes 34 54,995 — 3.7% (7) Fixed May 2051 May 2031 Column Financial Mortgage Notes 363 702,809 — 3.8% (7) Fixed Aug. 2025 Aug. 2025 Mortgage Loan II 12 210,000 — 4.3% (7) Fixed Jan. 2028 Jan. 2028 Mortgage Loan III 22 33,400 — 4.1% (7) Fixed Jan. 2028 Jan. 2028 RTL Multi-Tenant Mortgage II 4 25,000 — 4.5% (7) Fixed Feb. 2024 Feb. 2024 McGowin Park 1 39,025 — 4.1% (7) Fixed May 2024 May 2024 CMBS Loan 29 260,000 — 6.5% (7) Fixed Sept. 2033 Sept. 2033 Total USD denominated 838 2,404,681 665,330 Gross mortgage notes payable 849 2,730,507 1,244,689 4.2% Mortgage discounts (151,094) (1,207) Deferred financing costs, net of accumulated amortization (8) (7,749) (10,401) Mortgage notes payable, net 849 $ 2,571,664 $ 1,233,081 4.2% ______________ (1) Amounts borrowed in local currency and translated at the spot rate in effect at the applicable reporting date. (2) The Company determines an anticipated repayment date when the terms of a debt obligation provide for earlier repayment than the legal maturity and when the Company expects to repay such debt obligations earlier due to factors such as elevated interest rates or additional principal payment requirements. (3) 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. Variable portion is approximately 1.4% plus 3-month Euribor. Euribor rate in effect as of September 30, 2023. (4) This loan was repaid in the quarter ended June 30, 2023 and the five properties were added to the borrowing base of the Revolving Credit Facility (as defined below). Prior to its repayment, the loan was 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. (5) This loan was repaid in the quarter ended June 30, 2023 and the 41 properties were added to the borrowing base of the Revolving Credit Facility (as defined below). Prior to its repayment, the loan was 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. (6) The borrowers’ (wholly owned subsidiaries of the OP) financial statements are included within the Company’s consolidated financial statements, however, the borrowers’ assets and credit are only available to pay the debts of the borrowers and their liabilities constitute obligations of the borrowers. (7) These mortgages were assumed from RTL as part of the RTL Acquisition/Internalization pursuant to the terms of the REIT Merger Agreement. (8) Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or paid down before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. The details of the Company’s senior notes are as follows: (In thousands) September 30, December 31, 3.75% Senior Notes Aggregate principal amount $ 500,000 $ 500,000 Less: Deferred financing costs (5,840) (6,878) 3.75% Senior Notes, net 494,160 493,122 4.50% Senior Notes Aggregate principal amount 500,000 — Less: Discount (112,840) — 4.50% Senior Notes, net 387,160 — Senior Notes, Net $ 881,320 $ 493,122 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total September 30, 2023 Foreign currency forwards, net (GBP & EUR) $ — $ 3,173 $ — $ 3,173 Interest rate swaps, net (USD,GBP & EUR) $ — $ 22,958 $ — $ 22,958 December 31, 2022 Foreign currency forwards, net (GBP & EUR) $ — $ 6,174 $ — $ 6,174 Interest rate swaps, net (USD,GBP & EUR) $ — $ 30,777 $ — $ 30,777 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2023 and December 31, 2022: (In thousands) Balance Sheet Location September 30, December 31, Derivatives designated as hedging instruments: Interest rate “pay-fixed” swaps (USD) Derivative assets, at fair value $ 3,871 $ — Interest rate “pay-fixed” swaps (GBP) Derivative assets, at fair value — 4,200 Interest rate “pay-fixed” swaps (EUR) Derivative assets, at fair value 14,440 19,347 Total $ 18,311 $ 23,547 Derivatives not designated as hedging instruments: Foreign currency forwards (GBP-USD) Derivative assets, at fair value $ 1,962 $ 4,091 Foreign currency forwards (GBP-USD) Derivative liabilities, at fair value (214) (29) Foreign currency forwards (EUR-USD) Derivative assets, at fair value 1,480 2,411 Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (55) (299) Interest rate swaps (EUR) Derivative assets, at fair value 4,647 7,230 Total $ 7,820 $ 13,404 |
Schedule of Interest Rate Derivatives | As of September 30, 2023 and December 31, 2022, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: September 30, 2023 December 31, 2022 Derivatives Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Interest rate “pay-fixed” swaps (GBP) — $ — 45 $ 229,752 Interest rate “pay-fixed” swaps (EUR) 11 295,285 16 343,055 Interest rate “pay-fixed” swaps (USD) 5 300,000 — — Total 16 $ 595,285 61 $ 572,807 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three months ended September 30, 2023 and 2022. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Amount of gain recognized in AOCI from derivatives $ 3,667 $ 14,477 $ 6,610 $ 28,907 Amount of loss reclassified from AOCI into income as interest expense $ 4,178 $ 175 $ 11,963 $ (1,875) Total interest expense recorded in the consolidated statements of operations $ 41,161 $ 24,207 $ 95,836 $ 71,779 |
Schedule of Disclosure of Credit Derivatives | As of September 30, 2023 and December 31, 2022, the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2023 December 31, 2022 Derivatives Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP-USD) 24 $ 42,104 30 $ 53,833 Foreign currency forwards (EUR-USD) 28 37,545 39 50,323 Interest rate swaps (EUR) 3 147,590 3 149,418 Total 55 $ 227,239 72 $ 253,574 |
Schedule of Offsetting Assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2023 and December 31, 2022. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of (Liabilities) Assets presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2023 $ 26,400 $ (269) $ — $ 26,131 $ — $ — $ 26,131 December 31, 2022 $ 37,279 $ (328) $ — $ 36,951 $ — $ — $ 36,951 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Base Cash Rental Payments | The following table reflects the base cash rental payments due from the Company as of September 30, 2023: (In thousands) Future Base Rent Payments (1) 2023 (remainder) $ 1,190 2024 4,196 2025 3,465 2026 3,348 2027 3,375 Thereafter 82,401 Total minimum lease payments (2) 97,975 Less: Effects of discounting (50,082) Total present value of lease payments $ 47,893 ________ (1) Assumes exchange rates of £1.00 to $1.22 for GBP and €1.00 to $1.06 for EUR as of September 30, 2023 for illustrative purposes, as applicable. (2) Ground lease rental payments due for the Company’s ING Amsterdam lease are not included in the table above as the Company’s ground rent for this property is prepaid through 2050. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Contractually Due and Forgiven in Connection with Operation Related Services | The following table reflects related party fees incurred for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Incurred Incurred Incurred Incurred Fees (1) : Asset management fees (2) $ 6,524 $ 8,309 $ 22,813 $ 24,818 Property management fees 2,128 1,779 6,050 5,427 Total related party operational fees and reimbursements $ 8,652 $ 10,088 $ 28,863 $ 30,245 ______________ (1) The Company incurred general and administrative costs and other expense reimbursements of approximately $0.3 million and $0.9 million for the three and nine months ended September 30, 2023, respectively, and $0.2 million and $0.9 million for the three and nine months ended September 30, 2022, respectively, which are recorded within general and administrative expenses in the consolidated statements of operations and are not reflected in the table above. (2) The Advisor, in accordance with the Advisory Agreement, received asset management fees in cash each quarter equal to one quarter of the annual Minimum Base Management Fee of $18.0 million and the Variable Base Management Fee. The Variable Base Management Fee was $2.0 million and $9.3 million for the three and nine months ended September 30, 2023, respectively, and $3.8 million and $11.3 million for the three and six months ended June 30, 2022, respectively. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The following table reflects the activity of RSUs outstanding for the periods presented: Number of RSUs Weighted-Average Issue Price Unvested, December 31, 2022 47,723 $ 15.82 Vested (28,439) 15.56 Granted 30,252 10.33 Forfeitures — — Unvested, September 30, 2023 49,536 12.62 Number of RSUs Weighted-Average Issue Price Unvested, December 31, 2021 44,510 $ 16.47 Vested (21,651) 16.43 Granted 24,864 15.18 Unvested, September 30, 2022 47,723 15.82 |
Schedule of Share-based Payment Arrangement by Restricted Stock Activity | The following table reflects the activity of Restricted Shares outstanding for the periods presented that impacted the Company: Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2022 359,840 $ 17.16 Vested (274,850) 16.03 Granted 265,075 10.52 Issued in connection with the REIT Merger 221,136 10.73 Forfeitures (2,631) 13.23 Unvested, September 30, 2023 568,570 12.13 Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2021 305,107 $ 18.81 Vested (148,278) 16.56 Granted 230,398 14.60 Forfeitures (24,806) 17.21 Unvested, September 30, 2022 362,421 17.16 |
Schedule of Share Based Compensation Total Return | With respect to one-half of the GNL LTIP Units granted under the 2021 OPP, the number of GNL LTIP Units that could have become earned was determined as of the last day of the performance period which was modified to September 11, 2023 as noted above was based on the Company’s achievement of absolute TSR levels as shown in the table below. Under this performance measure, as modified no GNL LTIP Units were earned. Number of GNL LTIP Units Earned Performance Level (% of GNL LTIP Units Earned) Absolute TSR 2021 OPP Below Threshold 0 % Less than 24 % 0 Threshold 25 % 24 % 312,500 Target 50 % 30 % 625,000 Maximum 100 % 36 % or higher 1,250,000 With respect to the remaining one-half of the GNL LTIP Units granted under the 2021 OPP, the number of GNL LTIP Units that could have become earned was be determined as of the last day of the performance period (which was modified to September 11, 2023 as noted above) based on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period (which was modified to September 11, 2023 as noted above) relative to the average TSR of a peer group consisting of Lexington Realty Trust, Office Properties Income Trust and W.P. Carey, Inc. as of the last day of the performance period (which was modified to September 11, 2023 as noted above). Under this performance measure, as modified, 883,750 GNL LTIP Units were earned. Number of GNL LTIP Units Earned Performance Level (% of GNL LTIP Units Earned) Relative TSR Excess 2021 OPP Below Threshold 0 % Less than -600 basis points 0 Threshold 25 % -600 basis points 312,500 Target 50 % 0 basis points 625,000 Maximum 100 % 600 basis points 1,250,000 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net (loss) income per share computation for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2023 2022 2023 2022 Net (loss) income attributable to common stockholders $ (142,488) $ 9,739 $ (179,834) $ 9,375 Adjustments to net loss attributable to common stockholders for common share equivalents (3,174) (264) (3,651) (701) Adjusted net (loss) income attributable to common stockholders $ (145,662) $ 9,475 $ (183,485) $ 8,674 Weighted average common shares outstanding — Basic and Diluted 130,824,684 103,714,646 113,017,882 103,654,157 Net (loss) income per share attributable to common stockholders — Basic and Diluted $ (1.11) $ 0.09 $ (1.62) $ 0.08 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Unvested RSUs (1) 49,536 47,723 39,555 45,052 Unvested Restricted Shares (2) 542,375 418,077 418,851 375,698 Class A Units (3) 115,857 — 115,857 — GNL LTIP Units (4) — 2,500,000 — 2,500,000 Total common share equivalents excluded from EPS calculation 707,768 2,965,800 574,263 2,920,750 (1) There were 49,536 and 47,723 unvested RSUs issued and outstanding as of September 30, 2023 and 2022, respectively. See Note 13 — Equity-Based Compensation for additional information on the RSUs. (2) There were 568,570 and 362,421 unvested Restricted Shares issued and outstanding as of September 30, 2023 and 2022, respectively. See Note 13 — Equity-Based Compensation for additional information on the Restricted Shares. (3) Weighted-average number of Class A Units outstanding for the periods presented. There were 115,857 Class A Units outstanding as of September 30, 2023. (4) As disclosed in Note 13 — Equity-Based Compensation |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides operating financial information for the Company’s four reportable segments: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Industrial & Distribution: Revenue from tenants $ 53,767 $ 52,196 $ 157,879 $ 158,947 Property operating expense 3,436 3,145 10,050 9,748 Segment income $ 50,331 $ 49,051 $ 147,829 $ 149,199 Multi-Tenant Retail: Revenue from tenants $ 13,387 $ — $ 13,387 $ — Property operating expense 4,457 — 4,457 — Segment income $ 8,930 $ — $ 8,930 $ — Single-Tenant Retail: Revenue from tenants $ 12,212 $ 3,009 $ 20,471 $ 9,399 Property operating expense 737 144 1,053 588 Segment income $ 11,475 $ 2,865 $ 19,418 $ 8,811 Office: Revenue from tenants $ 38,802 $ 37,394 $ 116,607 $ 116,563 Property operating expense 4,993 4,476 15,242 12,687 Segment income $ 33,809 $ 32,918 $ 101,365 $ 103,876 |
Schedule of Reconciliation of Revenue from Segments to Consolidated | A reconciliation of the total reportable segment's revenue from tenants to consolidated revenue from tenants and the total reportable segment’s income to consolidated net (loss) income attributable to common stockholders is as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Revenue From Tenants: Industrial & Distribution $ 53,767 $ 52,196 $ 157,879 $ 158,947 Multi-Tenant Retail 13,387 — 13,387 — Single-Tenant Retail 12,212 3,009 20,471 9,399 Office 38,802 37,394 116,607 116,563 Total Consolidated Revenue From Tenants $ 118,168 $ 92,599 $ 308,344 $ 284,909 Net (loss) income attributable to common stockholders: Segment Income: Industrial & Distribution $ 50,331 $ 49,051 $ 147,829 $ 149,199 Multi-Tenant Retail 8,930 — 8,930 — Single-Tenant Retail 11,475 2,865 19,418 8,811 Office 33,809 32,918 101,365 103,876 Total Segment Income 104,545 84,834 277,542 261,886 Operating fees to related parties (8,652) (10,088) (28,863) (30,245) Impairment charges (65,706) (796) (65,706) (17,057) Merger, transaction and other costs (43,765) (103) (50,143) (244) Settlement costs (14,643) — (29,727) — General and administrative (6,977) (4,060) (23,320) (11,629) Equity-based compensation (10,444) (3,132) (16,239) (9,217) Depreciation and amortization (49,232) (37,791) (123,558) (117,039) Gain on dispositions of real estate investments (684) 143 (684) 205 Interest expense (41,161) (24,207) (95,836) (71,779) Loss on extinguishment of debt — (41) (404) (383) Gain on derivative instruments 3,217 13,121 787 25,534 Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness — — — 2,439 Other income 119 10 1,835 854 Income tax expense (2,801) (3,052) (9,016) (8,662) Preferred stock dividends (6,304) (5,099) (16,502) (15,288) Net (loss) income attributable to common stockholders $ (142,488) $ 9,739 $ (179,834) $ 9,375 |
Schedule of Reconciliation of Assets from Segment to Consolidated | The following table reconciles real estate investments, net by segment to consolidated total assets as of the periods presented: (In thousands) September 30, December 31, Investments in real estate, net: Industrial & Distribution $ 2,434,861 $ 2,132,013 Multi-tenant retail 2,203,681 — Single-tenant retail 1,706,959 106,751 Office 1,288,116 1,356,506 Total investments in real estate, net 7,633,617 3,595,270 Assets held for sale 1,299 — Cash and cash equivalents 133,439 103,335 Restricted cash 44,998 1,110 Derivative assets, at fair value 26,400 37,279 Unbilled straight line rent 76,264 73,037 Operating lease right-of-use asset 75,669 49,166 Prepaid expenses and other assets 122,636 64,348 Due from related parties — 464 Deferred tax assets 2,559 3,647 Goodwill and other intangible assets, net 51,018 21,362 Deferred financing costs, net 16,814 12,808 Total assets $ 8,184,713 $ 3,961,826 |
Organization (Details)
Organization (Details) $ / shares in Units, ft² in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 12, 2023 $ / shares | Sep. 30, 2023 USD ($) ft² property $ / shares | Jun. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) ft² segment property $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares | May 11, 2023 $ / shares | Oct. 07, 2021 | |
Operations [Line Items] | |||||||||
Number of properties purchased | property | 989 | ||||||||
Number of Properties | property | 1,304 | 1,304 | |||||||
Square Feet (unaudited) | ft² | 66.8 | 66.8 | |||||||
Occupancy rate | 96.30% | 96.30% | |||||||
Weighted average remaining lease term | 6 years 10 months 24 days | ||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Merger, transaction and other costs | $ | $ 43,765,000 | $ 103,000 | $ 50,143,000 | $ 244,000 | |||||
Senior Notes | |||||||||
Operations [Line Items] | |||||||||
Stated interest rate | 4.50% | ||||||||
Senior Notes | Senior Notes 4.50 Percent | |||||||||
Operations [Line Items] | |||||||||
Stated interest rate | 4.50% | 4.50% | 4.50% | ||||||
Financial Advisor | |||||||||
Operations [Line Items] | |||||||||
Merger, transaction and other costs | $ | $ 300,000 | ||||||||
Series A Preferred Stock | |||||||||
Operations [Line Items] | |||||||||
Preferred stock, dividend rate | 7.25% | 7.25% | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Series D Preferred Stock | |||||||||
Operations [Line Items] | |||||||||
Preferred stock, dividend rate | 7.50% | 7.50% | |||||||
Preferred stock, par value (in dollars per share) | 0.01 | $ 0.01 | $ 0.01 | ||||||
Series C Preferred Stock | |||||||||
Operations [Line Items] | |||||||||
Preferred stock, par value (in dollars per share) | 0.01 | $ 0.01 | $ 0.01 | ||||||
Series E Preferred Stock | |||||||||
Operations [Line Items] | |||||||||
Preferred stock, dividend rate | 7.375% | 7.375% | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
REIT Merger And Internalization Merger | |||||||||
Operations [Line Items] | |||||||||
Number of reportable segments | segment | 4 | ||||||||
REIT Merger And Internalization Merger | Senior Notes | Senior Notes 4.50 Percent | |||||||||
Operations [Line Items] | |||||||||
Debt instrument, face amount | $ | $ 500,000,000 | $ 500,000,000 | |||||||
Stated interest rate | 4.50% | 4.50% | |||||||
REIT Merger And Internalization Merger | Financial Advisor | |||||||||
Operations [Line Items] | |||||||||
Proposed transactions aggregate fee | $ | $ 30,000,000 | ||||||||
REIT Merger | |||||||||
Operations [Line Items] | |||||||||
Number of properties purchased | property | 989 | ||||||||
Exchange ratio | 0.670 | ||||||||
REIT Merger | Financial Advisor | |||||||||
Operations [Line Items] | |||||||||
Proposed transactions aggregate fee | $ | $ 27,000,000 | ||||||||
Payments of merger related costs | $ | 3,000,000 | ||||||||
REIT Merger | Common Class A | RTL | |||||||||
Operations [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||||||
REIT Merger | Series A Preferred Stock | RTL | |||||||||
Operations [Line Items] | |||||||||
Preferred stock, dividend rate | 7.50% | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||
REIT Merger | Series D Preferred Stock | |||||||||
Operations [Line Items] | |||||||||
Preferred stock, dividend rate | 7.50% | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||
REIT Merger | Series C Preferred Stock | RTL | |||||||||
Operations [Line Items] | |||||||||
Preferred stock, dividend rate | 7.375% | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||
REIT Merger | Series E Preferred Stock | |||||||||
Operations [Line Items] | |||||||||
Preferred stock, dividend rate | 7.375% | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||
Internalization Merger | |||||||||
Operations [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 10.97 | ||||||||
Internalization Merger | Financial Advisor | |||||||||
Operations [Line Items] | |||||||||
Payments of merger related costs | $ | $ 1,000,000 | ||||||||
Industrial and Distribution Properties | |||||||||
Operations [Line Items] | |||||||||
Portfolio investment percentage | 32% | 32% | |||||||
Multi-Tenant Retail | |||||||||
Operations [Line Items] | |||||||||
Portfolio investment percentage | 27% | 27% | |||||||
Single-Tenant Retail | |||||||||
Operations [Line Items] | |||||||||
Portfolio investment percentage | 21% | 21% | |||||||
Office | |||||||||
Operations [Line Items] | |||||||||
Portfolio investment percentage | 20% | 20% | |||||||
United States and Canada | |||||||||
Operations [Line Items] | |||||||||
Entity-wide revenue percentage | 81% | ||||||||
Europe | |||||||||
Operations [Line Items] | |||||||||
Percentage of portfolio investments | 19% | 19% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 02, 2021 | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) segment parcelOfLand | Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average remaining lease term | 6 years 10 months 24 days | |||
Number of parcels of land leased | parcelOfLand | 2 | |||
Finance lease, carrying value | $ 6,500,000 | $ 6,500,000 | ||
Income | 34,188 | 34,188 | ||
Goodwill impairment | $ 0 | $ 0 | ||
REIT Merger And Internalization Merger | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Goodwill | $ 29,800,000 | |||
Number of reportable segments | segment | 4 | |||
2021 OPP | Share-based Payment Arrangement, Nonemployee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period | 3 years 1 month 6 days |
The Mergers - Narrative (Detail
The Mergers - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 12, 2023 | Sep. 30, 2023 | May 11, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Cash consideration paid to AR Global | $ 516,000 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Internalization Merger | ||||
Business Acquisition [Line Items] | ||||
Fair value of stock issued to holders of RTL shares (in shares) | 29,614,825 | |||
Considered value of common stock to be issued | $ 325,000 | |||
Cash consideration paid to AR Global | $ 50,000 | |||
Common stock, par value (in dollars per share) | $ 10.97 |
The Mergers - Fair Value of Con
The Mergers - Fair Value of Consideration Transferred (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 12, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||
Total equity consideration | $ 1,617,015 | $ 0 | |
Cash consideration paid to AR Global | $ 516,000 | ||
REIT Merger And Internalization Merger | |||
Business Acquisition [Line Items] | |||
Total equity consideration | $ 1,617,015 | ||
Cash consideration paid to AR Global | 50,000 | ||
Total consideration transferred | 2,133,015 | ||
REIT Merger | |||
Business Acquisition [Line Items] | |||
Cash used to repay RTL’s credit facility at closing of the REIT Merger | $ 466,000 | ||
Internalization Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 29,614,825 | ||
Cash consideration paid to AR Global | $ 50,000 | ||
Considered value of common stock to be issued | $ 325,000 | ||
Common Stock | REIT Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 209,906 | ||
Price Used to Calculate Fair Value (in dollars per share) | $ 11.11 | ||
Total equity consideration | $ 2,332 | ||
Common Stock | Internalization Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 29,614,825 | ||
Price Used to Calculate Fair Value (in dollars per share) | $ 11.11 | ||
Total equity consideration | $ 329,021 | ||
Class A Units | REIT Merger And Internalization Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 115,857 | ||
Class A Units | REIT Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 115,857 | ||
Price Used to Calculate Fair Value (in dollars per share) | $ 11.11 | ||
Total equity consideration | $ 1,287 | ||
Common Class A | Common Stock | REIT Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 93,432,927 | ||
Price Used to Calculate Fair Value (in dollars per share) | $ 11.11 | ||
Total equity consideration | $ 1,038,040 | ||
Series D Preferred Stock | REIT Merger And Internalization Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 7,933,711 | ||
Series D Preferred Stock | REIT Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 7,933,711 | ||
Price Used to Calculate Fair Value (in dollars per share) | $ 19.61 | ||
Total equity consideration | $ 155,580 | ||
Series E Preferred Stock | REIT Merger And Internalization Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 4,595,175 | ||
Series E Preferred Stock | REIT Merger | |||
Business Acquisition [Line Items] | |||
Fair value of stock issued to holders of RTL shares (in shares) | 4,595,175 | ||
Price Used to Calculate Fair Value (in dollars per share) | $ 19.75 | ||
Total equity consideration | $ 90,755 |
The Mergers - Assets Acquired a
The Mergers - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 12, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Assets Acquired: | |||
Goodwill | $ 51,018 | $ 21,362 | |
REIT Merger, OP Merger, And Internalization Merger | |||
Assets Acquired: | |||
Land | $ 954,967 | 954,967 | |
Buildings, fixtures and improvements | 2,526,810 | 2,526,810 | |
Total tangible assets | 3,481,777 | 3,481,777 | |
Total acquired intangible lease assets | 650,193 | 650,193 | |
Cash | 65,223 | 65,223 | |
Operating lease right-of-use assets | 26,407 | 26,407 | |
Prepaid expenses and other assets | 60,862 | 60,862 | |
Goodwill | 29,817 | 29,817 | |
Total assets acquired | 4,314,279 | 4,314,279 | |
Liabilities Assumed: | |||
Mortgage notes payable, net | 1,587,455 | 1,587,455 | |
Senior notes, net | 386,250 | 386,250 | |
Acquired intangible lease liabilities | 76,682 | 76,682 | |
Accounts payable and accrued expenses | 86,031 | 86,031 | |
Operating lease liabilities | 26,407 | 26,407 | |
Prepaid rent | 18,439 | 18,439 | |
Total liabilities assumed | 2,181,264 | 2,181,264 | |
Total consideration transferred | 2,133,015 | ||
REIT Merger, OP Merger, And Internalization Merger | In-place leases | |||
Assets Acquired: | |||
Total acquired intangible lease assets | 582,475 | 582,475 | |
REIT Merger, OP Merger, And Internalization Merger | Above-market lease assets | |||
Assets Acquired: | |||
Total acquired intangible lease assets | $ 67,718 | $ 67,718 |
The Mergers - Actual and Pro Fo
The Mergers - Actual and Pro Forma Impact (Details) - REIT Merger And Internalization Merger - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 12, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Revenue from tenants | $ 22,616 | ||||
Net loss | $ (3,667) | ||||
Pro Forma Revenue from tenants | $ 199,272 | $ 207,953 | $ 605,828 | $ 608,958 | |
Pro Forma Net loss | $ (209,703) | $ (36,913) | $ (294,690) | $ (73,974) |
Real Estate Investments, Net -
Real Estate Investments, Net - Schedule of Property Acquisitions (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) property | Sep. 12, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Business Combination | ||||
Goodwill | $ 51,018 | $ 21,362 | ||
Equity issued in acquisitions | 1,617,015 | $ 0 | ||
Cash paid for acquired real estate investments | $ 516,000 | |||
Number of properties purchased | property | 989 | |||
Asset Acquisitions | ||||
Land | 4,176 | |||
Buildings, fixtures and improvements | 25,938 | |||
Total tangible assets | 30,114 | |||
Total Intangible assets and liabilities | 3,780 | |||
Total assets acquired | 33,894 | |||
Cash paid for acquired real estate investments | $ 33,894 | |||
Number of properties purchased | property | 3 | |||
Total | ||||
Land | $ 959,724 | |||
Buildings, fixtures and improvements | 2,556,897 | |||
Total tangible assets | 3,516,621 | |||
Total Intangible assets and liabilities | 695,285 | |||
Cash | 65,223 | |||
Right-of -use asset | 27,833 | |||
Prepaid expenses and other assets | 60,862 | |||
Goodwill | 29,817 | |||
Total Assets | 4,395,641 | |||
Mortgage notes payable, net | 1,587,455 | |||
Senior notes, net | 386,250 | |||
Acquired intangible lease liabilities | 76,682 | |||
Accounts payable and accrued expenses | 86,031 | |||
Operating lease liabilities | 26,407 | |||
Prepaid rent | 18,439 | |||
Total Liabilities | 2,181,264 | |||
Equity issued in acquisitions | 1,617,015 | |||
Cash paid for acquired real estate investments | $ 597,362 | |||
Number of properties purchased | property | 997 | |||
Series of Individually Immaterial Asset Acquisitions | ||||
Asset Acquisitions | ||||
Land | $ 4,757 | |||
Buildings, fixtures and improvements | 30,087 | |||
Total tangible assets | 34,844 | |||
Total Intangible assets and liabilities | 45,092 | |||
Right-of -use asset | 1,426 | |||
Total assets acquired | 81,362 | |||
Cash paid for acquired real estate investments | $ 81,362 | |||
Number of properties purchased | property | 8 | |||
REIT Merger, OP Merger, And Internalization Merger | ||||
Business Combination | ||||
Land | $ 954,967 | $ 954,967 | ||
Buildings, fixtures and improvements | 2,526,810 | 2,526,810 | ||
Total tangible assets | 3,481,777 | 3,481,777 | ||
Total acquired intangible lease assets | 650,193 | 650,193 | ||
Cash | 65,223 | 65,223 | ||
Right-of -use asset | 26,407 | 26,407 | ||
Prepaid expenses and other assets | 60,862 | 60,862 | ||
Goodwill | 29,817 | 29,817 | ||
Total assets acquired | 4,314,279 | 4,314,279 | ||
Mortgage notes payable, net | 1,587,455 | 1,587,455 | ||
Senior notes, net | 386,250 | 386,250 | ||
Acquired intangible lease liabilities | 76,682 | 76,682 | ||
Accounts payable and accrued expenses | 86,031 | 86,031 | ||
Operating lease liabilities | 26,407 | 26,407 | ||
Prepaid rent | 18,439 | 18,439 | ||
Total liabilities assumed | 2,181,264 | 2,181,264 | ||
In-place leases | ||||
Asset Acquisitions | ||||
Intangibles acquired | $ 4,010 | |||
Total | ||||
Total Intangible assets and liabilities | 586,603 | |||
In-place leases | Series of Individually Immaterial Asset Acquisitions | ||||
Asset Acquisitions | ||||
Intangibles acquired | 4,128 | |||
In-place leases | REIT Merger, OP Merger, And Internalization Merger | ||||
Business Combination | ||||
Total acquired intangible lease assets | 582,475 | 582,475 | ||
Above-market lease assets | ||||
Asset Acquisitions | ||||
Intangibles acquired | 0 | |||
Total | ||||
Total Intangible assets and liabilities | 108,682 | |||
Above-market lease assets | Series of Individually Immaterial Asset Acquisitions | ||||
Asset Acquisitions | ||||
Intangibles acquired | 40,964 | |||
Above-market lease assets | REIT Merger, OP Merger, And Internalization Merger | ||||
Business Combination | ||||
Total acquired intangible lease assets | 67,718 | $ 67,718 | ||
Below-market lease liabilities | ||||
Asset Acquisitions | ||||
Below-market lease liabilities | $ (230) | |||
Total | ||||
Total Intangible assets and liabilities | 0 | |||
Below-market lease liabilities | Series of Individually Immaterial Asset Acquisitions | ||||
Asset Acquisitions | ||||
Below-market lease liabilities | 0 | |||
Below-market lease liabilities | REIT Merger, OP Merger, And Internalization Merger | ||||
Business Combination | ||||
Total acquired intangible lease assets | $ 0 |
Real Estate Investments, Net _2
Real Estate Investments, Net - Schedule of Acquisitions by Property Type (Details) | Sep. 30, 2023 ft² property | Sep. 30, 2022 ft² property |
Real Estate Properties [Line Items] | ||
Number of Properties | property | 1,304 | |
Square Feet (unaudited) | ft² | 66,800,000 | |
Properties Acquired in 2023 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 997 | |
Square Feet (unaudited) | ft² | 27,656,718 | |
Properties Acquired in 2022 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 3 | |
Square Feet (unaudited) | ft² | 299,226 | |
Industrial & Distribution | Properties Acquired in 2023 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 0 | |
Square Feet (unaudited) | ft² | 0 | |
Industrial & Distribution | Properties Acquired in 2022 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 2 | |
Square Feet (unaudited) | ft² | 232,600 | |
Multi-Tenant Retail | Properties Acquired in 2023 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 109 | |
Square Feet (unaudited) | ft² | 16,375,661 | |
Multi-Tenant Retail | Properties Acquired in 2022 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 0 | |
Square Feet (unaudited) | ft² | 0 | |
Single-Tenant Retail | Properties Acquired in 2023 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 888 | |
Square Feet (unaudited) | ft² | 11,281,057 | |
Single-Tenant Retail | Properties Acquired in 2022 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 0 | |
Square Feet (unaudited) | ft² | 0 | |
Office | Properties Acquired in 2023 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 0 | |
Square Feet (unaudited) | ft² | 0 | |
Office | Properties Acquired in 2022 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 1 | |
Square Feet (unaudited) | ft² | 66,626 |
Real Estate Investments, Net _3
Real Estate Investments, Net - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) property | Jun. 30, 2022 property | Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) | Dec. 31, 2022 property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment charges on intangible assets | $ 65,700 | $ 65,700 | ||||
Number of impaired properties | property | 4 | |||||
(Loss) Gain on dispositions of real estate investments | $ (684) | $ 143 | (684) | $ 205 | ||
Impairment charges | $ 65,706 | 796 | $ 65,706 | 17,057 | ||
Real estate properties held for sale | property | 0 | 0 | ||||
Sagemcom Property | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment charges | $ 800 | 16,800 | ||||
Sagemcom And Bradford & Bingley Property | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment charges | 17,100 | |||||
United States | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of impaired properties | property | 3 | |||||
Number of real estate properties sold | property | 1 | |||||
United Kingdom | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of impaired properties | property | 1 | |||||
Number of real estate properties sold | property | 1 | |||||
(Loss) Gain on dispositions of real estate investments | $ 100 | 200 | ||||
Properties Sold | REIT Merger | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of real estate properties sold | property | 2 | |||||
Leases, Acquired-in-Place | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment charges on intangible assets | $ 1,000 | $ 1,000 | 500 | |||
Below-market lease liabilities | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment charges on intangible assets | $ 200 | |||||
Above-market lease assets | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment charges on intangible assets | $ 800 | $ 800 |
Real Estate Investments, Net _4
Real Estate Investments, Net - Properties Classified as Held-for-Sale (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Property, Plant and Equipment [Line Items] | |
Total real estate assets held for sale, at cost | $ 1,300 |
Less accumulated depreciation and amortization | (1) |
Total real estate investments held for sale, net | 1,299 |
Land | |
Property, Plant and Equipment [Line Items] | |
Total real estate assets held for sale, at cost | 380 |
Buildings, fixtures and improvements | |
Property, Plant and Equipment [Line Items] | |
Total real estate assets held for sale, at cost | $ 920 |
Real Estate Investments, Net _5
Real Estate Investments, Net - Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
United States | ||
Real Estate Investments [Line Items] | ||
Entity-wide revenue percentage | 80.40% | 63.90% |
United Kingdom | ||
Real Estate Investments [Line Items] | ||
Entity-wide revenue percentage | 10.70% | 17.40% |
Mortgage Notes Payable, Net - S
Mortgage Notes Payable, Net - Schedule of Long-term Debt Instruments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2023 property | Sep. 30, 2023 USD ($) property | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Mortgage notes payable, net | $ 2,571,664 | $ 1,233,081 | |
Mortgage Notes Payable | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 849 | ||
Outstanding loan amount | $ 2,730,507 | 1,244,689 | |
Effective Interest Rate | 4.20% | ||
Mortgage discounts | $ (151,094) | (1,207) | |
Less: Deferred financing costs | (7,749) | (10,401) | |
Mortgage notes payable, net | $ 2,571,664 | 1,233,081 | |
Mortgage Notes Payable | EUR | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 8 | ||
Outstanding loan amount | $ 202,564 | 262,857 | |
Mortgage Notes Payable | EUR | Finland Properties | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 5 | ||
Outstanding loan amount | $ 78,263 | 79,232 | |
Effective Interest Rate | 4.40% | ||
Percentage fixed interest rate | 80% | ||
Percentage variable interest rate | 20% | ||
Mortgage Notes Payable | EUR | Finland Properties | Euribor Rate | |||
Debt Instrument [Line Items] | |||
Interest rate spread | 1.40% | ||
Mortgage Notes Payable | EUR | Germany Properties | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 0 | ||
Outstanding loan amount | $ 0 | 55,140 | |
Effective Interest Rate | 0% | ||
Number of real estate properties, encumberds | property | 5 | ||
Percentage fixed interest rate | 80% | ||
Percentage variable interest rate | 20% | ||
Mortgage Notes Payable | EUR | Benelux Properties | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 3 | 3 | |
Outstanding loan amount | $ 124,301 | 128,485 | |
Effective Interest Rate | 1.40% | ||
Mortgage Notes Payable | GBP | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 3 | ||
Outstanding loan amount | $ 123,262 | 316,502 | |
Mortgage Notes Payable | GBP | McLaren | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 3 | ||
Outstanding loan amount | $ 123,262 | 122,182 | |
Effective Interest Rate | 6.10% | ||
Mortgage Notes Payable | GBP | United Kingdom Properties - Bulk Loan | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 0 | ||
Outstanding loan amount | $ 0 | 194,320 | |
Effective Interest Rate | 0% | ||
Number of real estate properties, encumberds | property | 41 | ||
Percentage fixed interest rate | 80% | ||
Percentage variable interest rate | 20% | ||
Mortgage Notes Payable | USD | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 838 | ||
Outstanding loan amount | $ 2,404,681 | 665,330 | |
Mortgage Notes Payable | USD | Penske Logistics | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding loan amount | $ 70,000 | 70,000 | |
Effective Interest Rate | 4.70% | ||
Mortgage Notes Payable | USD | Multi-Tenant Mortgage Loan I | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 10 | ||
Outstanding loan amount | $ 162,580 | 162,580 | |
Effective Interest Rate | 4.40% | ||
Mortgage Notes Payable | USD | Multi-Tenant Mortgage Loan II | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 8 | ||
Outstanding loan amount | $ 32,750 | 32,750 | |
Effective Interest Rate | 4.40% | ||
Mortgage Notes Payable | USD | Multi-Tenant Mortgage Loan III | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 7 | ||
Outstanding loan amount | $ 98,500 | 98,500 | |
Effective Interest Rate | 4.90% | ||
Mortgage Notes Payable | USD | Multi-Tenant Mortgage Loan IV | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 16 | ||
Outstanding loan amount | $ 97,500 | 97,500 | |
Effective Interest Rate | 4.60% | ||
Mortgage Notes Payable | USD | Multi-Tenant Mortgage Loan V | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 12 | ||
Outstanding loan amount | $ 204,000 | 204,000 | |
Effective Interest Rate | 3.70% | ||
Mortgage Notes Payable | USD | 2019 Class A-1 Net-Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 97 | ||
Outstanding loan amount | $ 115,770 | 0 | |
Effective Interest Rate | 3.80% | ||
Mortgage Notes Payable | USD | 2019 Class A-2 Net-Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 101 | ||
Outstanding loan amount | $ 119,562 | 0 | |
Effective Interest Rate | 4.50% | ||
Mortgage Notes Payable | USD | 2021 Class A-1 Net-Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 44 | ||
Outstanding loan amount | $ 52,724 | 0 | |
Effective Interest Rate | 2.20% | ||
Mortgage Notes Payable | USD | 2021 Class A-2 Net-Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 44 | ||
Outstanding loan amount | $ 91,069 | 0 | |
Effective Interest Rate | 2.80% | ||
Mortgage Notes Payable | USD | 2021 Class A-3 Net-Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 33 | ||
Outstanding loan amount | $ 34,997 | 0 | |
Effective Interest Rate | 3.10% | ||
Mortgage Notes Payable | USD | 2021 Class A-4 Net-Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 34 | ||
Outstanding loan amount | $ 54,995 | 0 | |
Effective Interest Rate | 3.70% | ||
Mortgage Notes Payable | USD | Column Financial Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 363 | ||
Outstanding loan amount | $ 702,809 | 0 | |
Effective Interest Rate | 3.80% | ||
Mortgage Notes Payable | USD | Mortgage Loan II | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 12 | ||
Outstanding loan amount | $ 210,000 | 0 | |
Effective Interest Rate | 4.30% | ||
Mortgage Notes Payable | USD | Mortgage Loan III | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 22 | ||
Outstanding loan amount | $ 33,400 | 0 | |
Effective Interest Rate | 4.10% | ||
Mortgage Notes Payable | USD | RTL Multi-Tenant Mortgage II | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 4 | ||
Outstanding loan amount | $ 25,000 | 0 | |
Effective Interest Rate | 4.50% | ||
Mortgage Notes Payable | USD | McGowin Park | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding loan amount | $ 39,025 | 0 | |
Effective Interest Rate | 4.10% | ||
Mortgage Notes Payable | USD | CMBS Loan | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 29 | ||
Outstanding loan amount | $ 260,000 | $ 0 | |
Effective Interest Rate | 6.50% |
Mortgage Notes Payable, Net -_2
Mortgage Notes Payable, Net - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Sep. 30, 2023 $ / £ | Sep. 30, 2023 $ / € | Sep. 30, 2023 $ / $ | Dec. 31, 2022 USD ($) | Dec. 31, 2022 $ / £ | Dec. 31, 2022 $ / € | Dec. 31, 2022 $ / $ |
Debt Instrument [Line Items] | ||||||||
Foreign currency exchange rate (gbp, eur per usd) | 1.22 | 1.06 | 0.74 | 1.21 | 1.07 | 0.74 | ||
Mortgage Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
2023 (remainder) | $ 301 | |||||||
2024 | 391,057 | |||||||
2025 | 704,014 | |||||||
2026 | 115,045 | |||||||
2027 | 163,191 | |||||||
2028 | 532,982 | |||||||
Thereafter | 823,917 | |||||||
Term Loan | $ 2,730,507 | $ 1,244,689 |
Mortgage Notes Payable, Net - N
Mortgage Notes Payable, Net - Narrative (Details) € in Millions, $ in Millions | 3 Months Ended | |||||||||
Sep. 30, 2023 USD ($) property | Sep. 30, 2023 EUR (€) | Sep. 30, 2023 EUR (€) property | Jun. 30, 2023 USD ($) property | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Carrying value of encumbered assets | $ 4,900 | |||||||||
Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Encumbered properties | property | 849 | 849 | ||||||||
Benelux Properties | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Balance outstanding with cash sweep event trigger | € | € 2.4 | |||||||||
Repayments of debt | $ 2.7 | € 2.5 | ||||||||
Multi-Tenant Mortgage Loan III | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Balance outstanding with cash sweep event trigger | $ 0.9 | |||||||||
Outstanding balance increased with cash sweep event trigger | 1.4 | $ 3.4 | $ 3.4 | $ 3.4 | $ 3.4 | |||||
Multi-Tenant Mortgage Loan III | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Balance outstanding with cash sweep event trigger | 98.5 | |||||||||
Letters of credit outstanding | 1 | $ 3.2 | ||||||||
Mortgage Loan II | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Balance outstanding with cash sweep event trigger | 210 | |||||||||
Letters of credit outstanding | 0.8 | |||||||||
Multi-Tenant Mortgage Loan IV | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Balance outstanding with cash sweep event trigger | 97.5 | |||||||||
Rollover reserve aggregate cap | $ 0.8 | |||||||||
EUR | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Encumbered properties | property | 8 | 8 | ||||||||
EUR | Benelux Properties | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Encumbered properties | property | 3 | 3 | 3 | |||||||
USD | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Encumbered properties | property | 838 | 838 | ||||||||
USD | Multi-Tenant Mortgage Loan III | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Encumbered properties | property | 7 | 7 | ||||||||
USD | Mortgage Loan II | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Encumbered properties | property | 12 | 12 | ||||||||
USD | Multi-Tenant Mortgage Loan IV | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Encumbered properties | property | 16 | 16 | ||||||||
Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying value of encumbered assets | $ 2,900 | |||||||||
Line of Credit | Multi-Tenant Mortgage Loan III | Mortgage Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit outstanding | $ 2.7 | $ 7.4 | $ 7.4 | |||||||
Additional letters of credit outstanding | $ 4.2 |
Revolving Credit Facility - Nar
Revolving Credit Facility - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 12, 2023 USD ($) | Apr. 08, 2022 | Jun. 30, 2020 | Sep. 30, 2023 USD ($) extension $ / shares | Dec. 31, 2022 $ / shares | Sep. 11, 2023 USD ($) | |
Line of Credit Facility [Line Items] | ||||||
Maximum distribution as percentage of FFO | 100% | 100% | ||||
Maximum distribution as percentage of AFFO | 105% | |||||
Maximum distribution as percentage of FFO, under exception | 105% | |||||
Series A Preferred Stock | ||||||
Line of Credit Facility [Line Items] | ||||||
Preferred stock, dividend rate | 7.25% | 7.25% | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Series B Preferred Stock | ||||||
Line of Credit Facility [Line Items] | ||||||
Preferred stock, dividend rate | 6.875% | 6.875% | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Weighted-average effective interest rate | 5.90% | |||||
Credit Facility Amendment | KeyBank National Association | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate spread | 0% | |||||
Revolving Credit Facility | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Available for future borrowings | $ 186,000,000 | |||||
Principal amount | $ 100,000,000 | |||||
Revolving Credit Facility | Credit Facility | KeyBank National Association | Unsecured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Facility fee multiplier | 0.0030 | |||||
Revolving Credit Facility | Credit Facility | KeyBank National Association | Unsecured Debt | Above Threshold | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity commitment fee | 0.25% | |||||
Commitment fee percentage | 50% | |||||
Revolving Credit Facility | Credit Facility | KeyBank National Association | Unsecured Debt | Below Threshold | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity commitment fee | 0.15% | |||||
Commitment fee percentage | 50% | |||||
Revolving Credit Facility | Credit Facility Amendment | Minimum | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate spread | 0.30% | |||||
Revolving Credit Facility | Credit Facility Amendment | Minimum | Secured Overnight Financing Rate (SOFR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate spread | 1.30% | |||||
Revolving Credit Facility | Credit Facility Amendment | Maximum | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate spread | 0.90% | |||||
Revolving Credit Facility | Credit Facility Amendment | Maximum | Secured Overnight Financing Rate (SOFR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate spread | 1.90% | |||||
Revolving Credit Facility | Credit Facility Amendment | KeyBank National Association | Unsecured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Increase in lender commitments | $ 500,000,000 | |||||
Maximum borrowing capacity (up to) | 1,950,000,000 | $ 1,450,000,000 | ||||
Letter of Credit | Credit Facility Amendment | KeyBank National Association | Unsecured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity (up to) | 75,000,000 | 50,000,000 | ||||
Bridge Loan | Credit Facility Amendment | KeyBank National Association | Unsecured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity (up to) | $ 75,000,000 | $ 50,000,000 | ||||
Term Loan | Credit Facility Amendment | KeyBank National Association | Unsecured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Number of extensions | extension | 2 | |||||
Extension term | 6 months |
Revolving Credit Facility - Out
Revolving Credit Facility - Outstanding Balance Under Credit Agreement (Details) € in Thousands, £ in Thousands, $ in Thousands, $ in Thousands | 9 Months Ended | ||||||||||||||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 | Sep. 30, 2023 GBP (£) | Sep. 30, 2023 EUR (€) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 $ / £ | Sep. 30, 2023 $ / € | Sep. 30, 2023 $ / $ | Dec. 31, 2022 USD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 $ / £ | Dec. 31, 2022 $ / € | Dec. 31, 2022 $ / $ | |
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | $ 1,609,931 | $ 669,968 | |||||||||||||
Foreign currency exchange rate (gbp, eur, cad per usd) | 1.22 | 1.06 | 0.74 | 1.21 | 1.07 | 0.74 | |||||||||
Credit Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Weighted-average effective interest rate | 5.90% | ||||||||||||||
KeyBank National Association | Credit Facility | Unsecured Debt | Revolving Credit Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | 1,609,931 | 669,968 | |||||||||||||
KeyBank National Association | Credit Facility | Unsecured Debt | Revolving Credit Facility | USD | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | $ 925,962 | $ 287,000 | |||||||||||||
Stated interest rate | 32% | ||||||||||||||
Weighted-average effective interest rate | 6.90% | ||||||||||||||
KeyBank National Association | Credit Facility | Unsecured Debt | Revolving Credit Facility | GBP | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | £ | £ 261,000 | £ 57,000 | |||||||||||||
Weighted-average effective interest rate | 7.10% | ||||||||||||||
Interest rate spread | 100% | ||||||||||||||
KeyBank National Association | Credit Facility | Unsecured Debt | Revolving Credit Facility | EUR | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | € | € 319,075 | € 267,075 | |||||||||||||
Stated interest rate | 100% | ||||||||||||||
Weighted-average effective interest rate | 1.90% | ||||||||||||||
KeyBank National Association | Credit Facility | Unsecured Debt | Revolving Credit Facility | CAD | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | $ 38,000 | $ 38,000 | |||||||||||||
Weighted-average effective interest rate | 7.30% | ||||||||||||||
Interest rate spread | 100% |
Senior Notes, Net - Schedule of
Senior Notes, Net - Schedule of Senior Notes, Net (Details) - Senior Notes - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 12, 2023 | Dec. 31, 2022 | Oct. 07, 2021 | Dec. 16, 2020 |
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.50% | ||||
Total Credit Facility | $ 881,320 | $ 493,122 | |||
Senior Notes 3.75 Percent | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 3.75% | 3.75% | |||
Aggregate principal amount | $ 500,000 | 500,000 | |||
Less: Deferred financing costs | (5,840) | (6,878) | |||
Total Credit Facility | $ 494,160 | 493,122 | |||
Senior Notes 4.50 Percent | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.50% | 4.50% | |||
Aggregate principal amount | $ 500,000 | 0 | |||
Less: Discount | (112,840) | 0 | |||
Total Credit Facility | $ 387,160 | $ 0 |
Senior Notes, Net - Narrative (
Senior Notes, Net - Narrative (Details) - Senior Notes - USD ($) | Sep. 30, 2023 | Sep. 12, 2023 | Oct. 07, 2021 | Dec. 16, 2020 |
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.50% | |||
Senior Notes 3.75 Percent | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.75% | 3.75% | ||
Debt instrument, face amount | $ 500,000,000 | |||
Senior Notes 4.50 Percent | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.50% | 4.50% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) £ in Millions, $ in Millions | Sep. 30, 2023 GBP (£) | Sep. 30, 2023 USD ($) | Sep. 12, 2023 | Dec. 31, 2022 USD ($) | Oct. 07, 2021 | Dec. 16, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Land value per acre | £ | £ 1.5 | |||||
Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Stated interest rate | 4.50% | |||||
Senior Notes | Senior Notes 3.75 Percent | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Stated interest rate | 3.75% | 3.75% | 3.75% | |||
Senior Notes | Senior Notes 4.50 Percent | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Stated interest rate | 4.50% | 4.50% | 4.50% | |||
Significant Unobservable Inputs Level 3 | Mortgage Notes Payable | Carrying Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | $ 2,700 | $ 1,200 | ||||
Significant Unobservable Inputs Level 3 | Mortgage Notes Payable | Fair Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | 2,700 | 1,200 | ||||
Significant Unobservable Inputs Level 3 | Revolving Credit Facility | Carrying Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | 1,600 | 670 | ||||
Significant Unobservable Inputs Level 3 | Revolving Credit Facility | Fair Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | $ 2,100 | 672.6 | ||||
Significant Unobservable Inputs Level 3 | Senior Notes | Senior Notes 3.75 Percent | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Stated interest rate | 3.75% | 3.75% | ||||
Significant Unobservable Inputs Level 3 | Senior Notes | Senior Notes 4.50 Percent | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Stated interest rate | 4.50% | 4.50% | ||||
Significant Unobservable Inputs Level 3 | Senior Notes | Carrying Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | 500 | |||||
Significant Unobservable Inputs Level 3 | Senior Notes | Carrying Value | Senior Notes 3.75 Percent | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | $ 500 | |||||
Significant Unobservable Inputs Level 3 | Senior Notes | Carrying Value | Senior Notes 4.50 Percent | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | 500 | |||||
Significant Unobservable Inputs Level 3 | Senior Notes | Fair Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | $ 417.9 | |||||
Significant Unobservable Inputs Level 3 | Senior Notes | Fair Value | Senior Notes 3.75 Percent | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | 387.5 | |||||
Significant Unobservable Inputs Level 3 | Senior Notes | Fair Value | Senior Notes 4.50 Percent | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt, fair value | $ 381.2 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Fair Value, Financial Instruments Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | $ 3,173 | $ 6,174 |
Interest rate swaps, net (USD,GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | 22,958 | 30,777 |
Quoted Prices in Active Markets Level 1 | Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Interest rate swaps, net (USD,GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | 0 | 0 |
Significant Other Observable Inputs Level 2 | Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | 3,173 | 6,174 |
Significant Other Observable Inputs Level 2 | Interest rate swaps, net (USD,GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | 22,958 | 30,777 |
Significant Unobservable Inputs Level 3 | Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | 0 | 0 |
Significant Unobservable Inputs Level 3 | Interest rate swaps, net (USD,GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | $ 0 | $ 0 |
Derivative and Hedging Activiti
Derivative and Hedging Activities - Schedule of Derivative Instruments in Statement of Financial Positions, Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Net Amounts of (Liabilities) Assets presented on the Balance Sheet | $ 26,131 | $ 36,951 |
Swap | Derivatives designated as hedging instruments | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Net Amounts of (Liabilities) Assets presented on the Balance Sheet | 18,311 | 23,547 |
Swap | Derivatives designated as hedging instruments | USD | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, at fair value | 3,871 | 0 |
Swap | Derivatives designated as hedging instruments | GBP | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, at fair value | 0 | 4,200 |
Swap | Derivatives designated as hedging instruments | EUR | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, at fair value | 14,440 | 19,347 |
Swap | Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Net Amounts of (Liabilities) Assets presented on the Balance Sheet | 7,820 | 13,404 |
Swap | Derivatives not designated as hedging instruments | GBP | Foreign currency forwards | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, at fair value | 1,962 | 4,091 |
Derivative liabilities, at fair value | (214) | (29) |
Swap | Derivatives not designated as hedging instruments | EUR | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, at fair value | 4,647 | 7,230 |
Swap | Derivatives not designated as hedging instruments | EUR | Foreign currency forwards | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, at fair value | 1,480 | 2,411 |
Derivative liabilities, at fair value | $ (55) | $ (299) |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Income to be reclassified from other comprehensive income | $ 12,300 | |||
Gain on derivative instruments | $ 3,217 | $ 13,121 | 787 | $ 25,534 |
Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain on derivative instruments | $ 3,200 | $ 13,100 | $ 800 | $ 25,500 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Details) - Designated as Hedging Instrument - Interest rate “pay-fixed” swaps - Swap $ in Thousands | Sep. 30, 2023 USD ($) derivative | Dec. 31, 2022 USD ($) derivative |
Derivative [Line Items] | ||
Number of Instruments | derivative | 16 | 61 |
Notional Amount | $ | $ 595,285 | $ 572,807 |
GBP | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 0 | 45 |
Notional Amount | $ | $ 0 | $ 229,752 |
EUR | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 11 | 16 |
Notional Amount | $ | $ 295,285 | $ 343,055 |
USD | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 5 | 0 |
Notional Amount | $ | $ 300,000 | $ 0 |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total interest expense recorded in the consolidated statements of operations | $ 41,161 | $ 24,207 | $ 95,836 | $ 71,779 |
Interest Rate Swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain recognized in AOCI from derivatives | 3,667 | 14,477 | 6,610 | 28,907 |
Interest Rate Swaps | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss reclassified from AOCI into income as interest expense | $ 4,178 | $ 175 | $ 11,963 | $ (1,875) |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - Foreign Cross Currency Derivatives (Details) - Not Designated as Hedging Instrument - Swap $ in Thousands | Sep. 30, 2023 USD ($) derivative | Dec. 31, 2022 USD ($) derivative |
Derivative [Line Items] | ||
Number of Instruments | derivative | 55 | 72 |
Notional Amount | $ | $ 227,239 | $ 253,574 |
Forward Currency Forwards | GBP-USD | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 24 | 30 |
Notional Amount | $ | $ 42,104 | $ 53,833 |
Forward Currency Forwards | EUR-USD | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 28 | 39 |
Notional Amount | $ | $ 37,545 | $ 50,323 |
Interest Rate Swaps | EUR-USD | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 3 | 3 |
Notional Amount | $ | $ 147,590 | $ 149,418 |
Derivatives and Hedging Activ_7
Derivatives and Hedging Activities - Offsetting Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 26,400 | $ 37,279 |
Gross Amounts of Recognized (Liabilities) | (269) | (328) |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of (Liabilities) Assets presented on the Balance Sheet | 26,131 | 36,951 |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | $ 26,131 | $ 36,951 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 12, 2023 | Jul. 13, 2023 | Jul. 11, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 07, 2023 | Jun. 04, 2023 | Nov. 30, 2022 | Oct. 31, 2022 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||||||||||||
Common stock, outstanding (in shares) | 230,828,875 | 230,828,875 | 104,141,899 | ||||||||||||
Common stock, issued (in shares) | 230,828,875 | 230,828,875 | 104,141,899 | ||||||||||||
Additional paid-in capital | $ 4,349,401 | $ 4,349,401 | $ 2,683,169 | ||||||||||||
Common stock dividend rate (in dollars per share) | $ 1.60 | $ 1.60 | |||||||||||||
Common stock, monthly dividend rate (in dollars per share) | $ 0.40 | $ 0.40 | |||||||||||||
Subsequent Event | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, authorized (in shares) | 40,000,000 | ||||||||||||||
Series D Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, authorized (in shares) | 7,933,711 | 7,933,711 | 0 | ||||||||||||
Preferred stock, issued (in shares) | 7,933,711 | 7,933,711 | 0 | ||||||||||||
Preferred stock, outstanding (in shares) | 7,933,711 | 7,933,711 | 0 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, quarterly dividend (in dollars per share) | $ 0.46875 | ||||||||||||||
Preferred stock, dividend rate | 7.50% | 7.50% | |||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 | $ 25 | ||||||||||||
Series E Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, authorized (in shares) | 4,595,175 | 4,595,175 | 0 | ||||||||||||
Preferred stock, issued (in shares) | 4,595,175 | 4,595,175 | 0 | ||||||||||||
Preferred stock, outstanding (in shares) | 4,595,175 | 4,595,175 | 0 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, quarterly dividend (in dollars per share) | $ 0.4609375 | ||||||||||||||
Preferred stock, dividend rate | 7.375% | 7.375% | |||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 | $ 25 | ||||||||||||
Series A Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, authorized (in shares) | 9,959,650 | 9,959,650 | 9,959,650 | ||||||||||||
Preferred stock, issued (in shares) | 6,799,467 | 6,799,467 | 6,799,467 | ||||||||||||
Preferred stock, outstanding (in shares) | 6,799,467 | 6,799,467 | 6,799,467 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, quarterly dividend (in dollars per share) | $ 0.453125 | ||||||||||||||
Preferred stock, dividend rate | 7.25% | 7.25% | |||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 | $ 25 | ||||||||||||
Series B Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, authorized (in shares) | 11,450,000 | 11,450,000 | 11,450,000 | ||||||||||||
Preferred stock, issued (in shares) | 4,695,887 | 4,695,887 | 4,695,887 | ||||||||||||
Preferred stock, outstanding (in shares) | 4,695,887 | 4,695,887 | 4,695,887 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, quarterly dividend (in dollars per share) | $ 0.4296875 | ||||||||||||||
Preferred stock, dividend rate | 6.875% | 6.875% | |||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 | $ 25 | ||||||||||||
Series C Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, authorized (in shares) | 100,000 | 100,000 | 100,000 | ||||||||||||
Preferred stock, issued (in shares) | 0 | 0 | 0 | ||||||||||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
REIT Merger And Internalization Merger | Subsequent Event | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock dividend rate (in dollars per share) | $ 1.42 | ||||||||||||||
Common stock, monthly dividend rate (in dollars per share) | $ 0.354 | ||||||||||||||
REIT Merger And Internalization Merger | Series D Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Fair value of stock issued to holders of RTL shares (in shares) | 7,933,711 | ||||||||||||||
REIT Merger And Internalization Merger | Series E Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Fair value of stock issued to holders of RTL shares (in shares) | 4,595,175 | ||||||||||||||
REIT Merger And Internalization Merger | Class A Units | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Fair value of stock issued to holders of RTL shares (in shares) | 115,857 | ||||||||||||||
REIT Merger And Internalization Merger | Common Stock, $0.01 par value per share | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Fair value of stock issued to holders of RTL shares (in shares) | 123,257,658 | ||||||||||||||
Related Party | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Additional paid-in capital | $ 27,700 | $ 27,700 | |||||||||||||
Related Party | Common Stock, $0.01 par value per share | REIT Merger Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Increase to additional paid in capital | $ 500 | $ 500 | |||||||||||||
Agent | Related Party | At-the-Market Program | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Aggregate common stock offering price | $ 285,000 | $ 500,000 | |||||||||||||
Agent | Related Party | At-the-Market Program | Series B Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Aggregate common stock offering price | $ 170,000 | $ 200,000 | |||||||||||||
Number of shares issued (in shares) | 0 | 0 | |||||||||||||
Advisor | Related Party | At-the-Market Program | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares issued (in shares) | 0 | 0 | 0 | 0 | |||||||||||
Blackwells/Related Parties | REIT Merger Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Increase to additional paid in capital | $ 15,900 | $ 15,900 | |||||||||||||
Blackwells/Related Parties | Common Stock, $0.01 par value per share | REIT Merger Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, issued (in shares) | 495,000 | 1,600,000 | |||||||||||||
Issuance of stock, net (in shares) | 1,600,000 | ||||||||||||||
Blackwells/Related Parties | Related Party | REIT Merger Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Increase to additional paid in capital | $ 4,900 | 4,900 | |||||||||||||
Blackwells/Related Parties | Related Party | Common Stock, $0.01 par value per share | REIT Merger Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of stock, net (in shares) | 45,579 | 495,000 | |||||||||||||
Increase to additional paid in capital | $ 600 | $ 600 | |||||||||||||
Stock issued during period, shares, additional number of shares issued (in shares) | 59,253 | 59,253 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jun. 04, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) property shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) property shares | Sep. 30, 2022 USD ($) | Jul. 11, 2023 shares | Mar. 31, 2023 property | Dec. 31, 2022 USD ($) shares | |
Loss Contingencies [Line Items] | |||||||||
Number of properties subject to ground leases | property | 18 | 18 | 2 | ||||||
Number additional ground leases | property | 2 | ||||||||
Operating lease right-of-use asset (Note 11) | $ 75,669 | $ 75,669 | $ 49,166 | ||||||
Total present value of lease payments | $ 47,893 | $ 47,893 | $ 21,877 | ||||||
Weighted average remaining lease term | 25 years 10 months 24 days | 25 years 10 months 24 days | |||||||
Weighted average discount rate | 6.10% | 6.10% | |||||||
Payments | $ 400 | $ 300 | $ 700 | $ 900 | |||||
Expense | $ 400 | $ 300 | $ 1,100 | $ 900 | |||||
Common stock, issued (in shares) | shares | 230,828,875 | 230,828,875 | 104,141,899 | ||||||
RTL Acquisition | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of properties subject to ground leases | property | 7 | 7 | |||||||
Blackwells/Related Parties | REIT Merger Agreement | Common Stock, $0.01 par value per share | |||||||||
Loss Contingencies [Line Items] | |||||||||
Common stock, issued (in shares) | shares | 1,600,000 | 495,000 | |||||||
Blackwells | |||||||||
Loss Contingencies [Line Items] | |||||||||
Reimbursed of settlement costs | $ 8,800 | ||||||||
Minimum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Term of contract | 1 year 6 months | 1 year 6 months | |||||||
Maximum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Term of contract | 120 years | 120 years | |||||||
Maximum | Blackwells | REIT Merger Agreement | Consulting And Advisory Services | |||||||||
Loss Contingencies [Line Items] | |||||||||
Consulting and advisory services | $ 10,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Leases Future Minimum Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Sep. 30, 2023 $ / £ | Sep. 30, 2023 $ / € | Sep. 30, 2023 $ / $ | Dec. 31, 2022 USD ($) | Dec. 31, 2022 $ / £ | Dec. 31, 2022 $ / € | Dec. 31, 2022 $ / $ |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||||||||
2023 (remainder) | $ 1,190 | |||||||
2024 | 4,196 | |||||||
2025 | 3,465 | |||||||
2026 | 3,348 | |||||||
2027 | 3,375 | |||||||
Thereafter | 82,401 | |||||||
Total minimum lease payments | 97,975 | |||||||
Less: Effects of discounting | (50,082) | |||||||
Total present value of lease payments | $ 47,893 | $ 21,877 | ||||||
Foreign currency exchange rate (gbp, eur per usd) | 1.22 | 1.06 | 0.74 | 1.21 | 1.07 | 0.74 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2015 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2019 property | Apr. 30, 2019 property | Oct. 31, 2017 property | |
Related Party Transaction [Line Items] | ||||||||
Number of real estate properties, no longer subject to oversight fee (property) | property | 39 | 39 | 39 | |||||
Advisor | Average Invested Assets | Maximum | American Realty Capital Global Advisors, LLC | Greater of | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating expenses as a percentage of benchmark | 2% | 2% | ||||||
Advisor | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Maximum | American Realty Capital Global Advisors, LLC | Greater of | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating expenses as a percentage of benchmark | 25% | 25% | ||||||
Property Manager | Gross Revenue, Managed Properties | Maximum | American Realty Capital Global Properties, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Oversight fees as a percentage of benchmark | 1% | 1% | ||||||
Property Manager | Stand Alone, Single Tenant, Net Leased | Gross Revenue, Managed Properties | Maximum | American Realty Capital Global Properties, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Oversight fees as a percentage of benchmark | 2% | 2% | ||||||
Property Manager | All Other Properties, Other than Stand Alone, Single Tenant, Net Leased | Gross Revenue, Managed Properties | Maximum | American Realty Capital Global Properties, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Oversight fees as a percentage of benchmark | 4% | 4% | ||||||
Advisory Agreement | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Minimum monthly base management fee | $ 18,000,000 | |||||||
Amended Advisory Agreement, variable fee payable | 1.25% | |||||||
Amended Advisory Agreement, incentive compensation payable in cash | 50% | |||||||
Amended Advisory Agreement, incentive compensation payable in shares | 50% | |||||||
Advisory Agreement | Advisor | Incurred | Recurring Fees | Incentive compensation | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Leasing commissions incurred | 400,000 | 2,400,000 | ||||||
Advisor | Asset management fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Leasing commissions incurred | $ 200,000 | $ 200,000 | $ 700,000 | $ 900,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Advisory Agreement | Advisor | ||||
Related Party Transaction [Line Items] | ||||
Minimum monthly base management fee | $ 18,000 | |||
Variable Base Management Fee | Advisor | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 2,000 | $ 3,800 | 9,300 | $ 11,300 |
Incurred | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 8,652 | 10,088 | 28,863 | 30,245 |
Incurred | General and Administrative Expense | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 300 | 200 | 900 | 900 |
Incurred | Recurring Fees | Asset management fees | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 6,524 | 8,309 | 22,813 | 24,818 |
Incurred | Recurring Fees | Property management fees | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 2,128 | $ 1,779 | $ 6,050 | $ 5,427 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 37 Months Ended | |||||||||||
Sep. 12, 2023 | Sep. 11, 2023 | Jun. 03, 2021 | Jun. 02, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | May 31, 2022 | May 31, 2021 | Sep. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Apr. 12, 2021 | |
REIT Merger | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period | 1 year | ||||||||||||||
Director | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Shares issued in lieu of cash (in shares) | 0 | 0 | |||||||||||||
Restricted Shares | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Granted (in shares) | 265,075 | 207,242 | 213,125 | 132,025 | |||||||||||
Award vesting period | 4 years | ||||||||||||||
Shares issued during the period (in shares) | 23,156 | 568,570 | 362,421 | ||||||||||||
Restricted Shares | REIT Merger | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Restricted shares issued (in shares) | 85,000 | ||||||||||||||
Restricted Shares | Tranche one | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percent | 50% | ||||||||||||||
Restricted Shares | Advisor | Tranche one | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percent | 25% | ||||||||||||||
Restricted Shares | Advisor | Tranche two | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percent | 25% | ||||||||||||||
Restricted Shares | Advisor | Tranche three | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percent | 25% | ||||||||||||||
Restricted Shares | Advisor | Tranche four | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percent | 25% | ||||||||||||||
LTIP Units | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Payments of distributions | $ 3,000,000 | $ 100,000 | $ 3,200,000 | $ 300,000 | |||||||||||
LTIP Units | Advisor | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Payments of distributions | $ 2,900,000 | ||||||||||||||
2021 Equity Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares authorized (in shares) | 6,300,000 | ||||||||||||||
2018 RTL Equity Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of additional shares authorized (in shares) | 2,295,658 | ||||||||||||||
Restricted Share Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Equity based compensation | 2,200,000 | 900,000 | 3,500,000 | $ 2,500,000 | |||||||||||
Compensation expense | 500,000 | 500,000 | $ 500,000 | $ 500,000 | |||||||||||
Weighted average period of recognition | 1 year 9 months 18 days | ||||||||||||||
Restricted Share Plan | Restricted Shares | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Issued in connection with the REIT Merger (in shares) | 221,136 | ||||||||||||||
Granted (in shares) | 265,075 | 230,398 | |||||||||||||
Forfeitures (in shares) | 2,631 | 24,806 | |||||||||||||
Compensation expense | 7,000,000 | 7,000,000 | $ 7,000,000 | 7,000,000 | |||||||||||
Weighted average period of recognition | 3 years 8 months 12 days | ||||||||||||||
RTL Restricted Shares that vested (in shares) | 274,850 | 148,278 | |||||||||||||
Incentive Restricted Share Plan | Independent Directors | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Annual retainer payable | 100,000 | 100,000 | $ 100,000 | 100,000 | |||||||||||
Incentive Restricted Share Plan | Non-Executive Chair | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Annual retainer payable | 105,000 | 105,000 | 105,000 | 105,000 | |||||||||||
Incentive Restricted Share Plan | Directors, Serving on Committees | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Annual retainer payable | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | |||||||||||
Incentive Restricted Share Plan | Director | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period | 3 years | ||||||||||||||
Annual retainer payable, cash | 50% | 50% | 50% | 50% | |||||||||||
Annual retainer payable, restricted stock units | 50% | 50% | 50% | 50% | |||||||||||
2021 OPP | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Shares authorized | $ 50,000,000 | ||||||||||||||
Share price (in dollars per share) | $ 20 | ||||||||||||||
Distribution percent entitled to by LTIP holders | 10% | 10% | 10% | 10% | |||||||||||
2021 OPP | Tier One | Minimum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Absolute TSR | 24% | ||||||||||||||
Relative TSR excess | (0.0600) | ||||||||||||||
2021 OPP | Tier One | Maximum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Absolute TSR | 30% | ||||||||||||||
Relative TSR excess | 0 | ||||||||||||||
2021 OPP | Tier Two | Minimum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Absolute TSR | 30% | ||||||||||||||
Relative TSR excess | 0 | ||||||||||||||
2021 OPP | Tier Two | Maximum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Absolute TSR | 36% | ||||||||||||||
Relative TSR excess | 0.0600 | ||||||||||||||
2021 OPP | Share-based Payment Arrangement, Nonemployee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Requisite service period | 3 years 1 month 6 days | ||||||||||||||
2021 OPP | Tranche one | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Absolute TSR | 24% | ||||||||||||||
Relative TSR excess | (0.0600) | ||||||||||||||
2021 OPP | Tranche two | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Absolute TSR | 24% | ||||||||||||||
Relative TSR excess | (0.0600) | ||||||||||||||
2021 OPP | Tranche three | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Absolute TSR | 30% | ||||||||||||||
Relative TSR excess | 0 | ||||||||||||||
2021 OPP | LTIP Units | Share-based Payment Arrangement, Nonemployee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Equity fair value | $ 27,700,000 | ||||||||||||||
2021 OPP | LTIP Units | Advisor | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Granted (in shares) | 2,500,000 | ||||||||||||||
Forfeitures (in shares) | 1,616,250 | ||||||||||||||
Equity based compensation | $ 8,300,000 | $ 2,200,000 | $ 12,800,000 | $ 6,700,000 | |||||||||||
RTL Restricted Shares that vested (in shares) | 883,750 | 883,750 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Restricted Share Award Activity (Details) - $ / shares | 1 Months Ended | 9 Months Ended | ||||
Jun. 30, 2023 | May 31, 2022 | May 31, 2021 | Sep. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted Shares | ||||||
Number of RSUs | ||||||
Granted (in shares) | 265,075 | 207,242 | 213,125 | 132,025 | ||
Restricted Share Plan | Unvested RSUs | ||||||
Number of RSUs | ||||||
Unvested, beginning balance (in shares) | 47,723 | 44,510 | ||||
Vested (in shares) | (28,439) | (21,651) | ||||
Granted (in shares) | 30,252 | 24,864 | ||||
Forfeitures (in shares) | 0 | |||||
Unvested, ending balance (in shares) | 49,536 | 47,723 | ||||
Weighted-Average Issue Price | ||||||
Unvested, beginning balance (in dollars per share) | $ 15.82 | $ 16.47 | ||||
Vested (in dollars per share) | 15.56 | 16.43 | ||||
Granted (in dollars per share) | 10.33 | 15.18 | ||||
Forfeitures (in dollars per share) | 0 | |||||
Unvested, ending balance (in dollars per share) | $ 12.62 | $ 15.82 | ||||
Restricted Share Plan | Restricted Shares | ||||||
Number of RSUs | ||||||
Unvested, beginning balance (in shares) | 359,840 | 305,107 | ||||
Vested (in shares) | (274,850) | (148,278) | ||||
Granted (in shares) | 265,075 | 230,398 | ||||
Issued in connection with the REIT Merger (in shares) | 221,136 | |||||
Forfeitures (in shares) | (2,631) | (24,806) | ||||
Unvested, ending balance (in shares) | 568,570 | 362,421 | ||||
Weighted-Average Issue Price | ||||||
Unvested, beginning balance (in dollars per share) | $ 17.16 | $ 18.81 | ||||
Vested (in dollars per share) | 16.03 | 16.56 | ||||
Granted (in dollars per share) | 10.52 | 14.60 | ||||
Issued in connection with the REIT Merger (in dollars per share) | 10.73 | |||||
Forfeitures (in dollars per share) | 13.23 | 17.21 | ||||
Unvested, ending balance (in dollars per share) | $ 12.13 | $ 17.16 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Target and Maximum Performance Goals (Details) - 2021 OPP | Jun. 03, 2021 shares |
Below Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Level (% of GNL LTIP Units Earned) | 0% |
Absolute TSR | 24% |
Number of LTIP Units Earned (in shares) | 0 |
Performance Level (% of GNL LTIP Units Earned) | 0% |
Relative TSR Excess | (0.0600) |
Number of LTIP Units Earned (in shares) | 0 |
Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Level (% of GNL LTIP Units Earned) | 25% |
Absolute TSR | 24% |
Number of LTIP Units Earned (in shares) | 312,500 |
Performance Level (% of GNL LTIP Units Earned) | 25% |
Relative TSR Excess | (0.0600) |
Number of LTIP Units Earned (in shares) | 312,500 |
Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Level (% of GNL LTIP Units Earned) | 50% |
Absolute TSR | 30% |
Number of LTIP Units Earned (in shares) | 625,000 |
Performance Level (% of GNL LTIP Units Earned) | 50% |
Relative TSR Excess | 0 |
Number of LTIP Units Earned (in shares) | 625,000 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Level (% of GNL LTIP Units Earned) | 100% |
Absolute TSR | 36% |
Number of LTIP Units Earned (in shares) | 1,250,000 |
Performance Level (% of GNL LTIP Units Earned) | 100% |
Relative TSR Excess | 0.0600 |
Number of LTIP Units Earned (in shares) | 1,250,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to common stockholders | $ (142,488) | $ 9,739 | $ (179,834) | $ 9,375 |
Adjustments to net loss attributable to common stockholders for common share equivalents | (3,174) | (264) | (3,651) | (701) |
Adjusted net (loss) income attributable to common stockholders | $ (145,662) | $ 9,475 | $ (183,485) | $ 8,674 |
Weighted average common shares outstanding — Basic (in shares) | 130,824,684 | 103,714,646 | 113,017,882 | 103,654,157 |
Weighted average common shares outstanding — Diluted (in shares) | 130,824,684 | 103,714,646 | 113,017,882 | 103,654,157 |
Net (loss) income per share attributable to common stockholders — Basic (in dollars per share) | $ (1.11) | $ 0.09 | $ (1.62) | $ 0.08 |
Net (loss) income per share attributable to common stockholders — Diluted (in dollars per share) | $ (1.11) | $ 0.09 | $ (1.62) | $ 0.08 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Jul. 13, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party | REIT Merger Agreement | Blackwells/Related Parties | Common Stock, $0.01 par value per share | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued during period, shares, additional number of shares issued (in shares) | 59,253 | 59,253 | |||
LTIP Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dilutive effect of share based compensation arrangements (in shares) | 0 | 0 | 0 | 0 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | 37 Months Ended | |||
Sep. 11, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Total common share equivalents excluded from EPS calculation (in shares) | 707,768 | 2,965,800 | 574,263 | 2,920,750 | ||
Restricted Shares | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Shares issued during the period (in shares) | 23,156 | 568,570 | 362,421 | |||
LTIP Units | 2021 OPP | Advisor | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
RTL Restricted Shares that vested (in shares) | 883,750 | 883,750 | ||||
Unvested RSUs | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Total common share equivalents excluded from EPS calculation (in shares) | 49,536 | 47,723 | 39,555 | 45,052 | ||
Outstanding unvested RTL Restricted Shares (in shares) | 49,536 | 47,723 | 49,536 | 47,723 | 49,536 | |
Restricted Shares | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Total common share equivalents excluded from EPS calculation (in shares) | 542,375 | 418,077 | 418,851 | 375,698 | ||
Class A Units | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Total common share equivalents excluded from EPS calculation (in shares) | 115,857 | 0 | 115,857 | 0 | ||
Shares issued during the period (in shares) | 115,857 | |||||
LTIP Units | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Total common share equivalents excluded from EPS calculation (in shares) | 0 | 2,500,000 | 0 | 2,500,000 | ||
LTIP Units | 2021 OPP | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Shares issued during the period (in shares) | 0 | 2,500,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
REIT Merger And Internalization Merger | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 4 |
Segment Reporting - Operating F
Segment Reporting - Operating Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | $ 118,168 | $ 92,599 | $ 308,344 | $ 284,909 |
Segment income | (95,558) | 29,007 | (60,698) | 76,660 |
Industrial & Distribution | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 53,767 | 52,196 | 157,879 | 158,947 |
Property operating expense | 3,436 | 3,145 | 10,050 | 9,748 |
Segment income | 50,331 | 49,051 | 147,829 | 149,199 |
Multi-Tenant Retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 13,387 | 0 | 13,387 | 0 |
Property operating expense | 4,457 | 0 | 4,457 | 0 |
Segment income | 8,930 | 0 | 8,930 | 0 |
Single-Tenant Retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 12,212 | 3,009 | 20,471 | 9,399 |
Property operating expense | 737 | 144 | 1,053 | 588 |
Segment income | 11,475 | 2,865 | 19,418 | 8,811 |
Office | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 38,802 | 37,394 | 116,607 | 116,563 |
Property operating expense | 4,993 | 4,476 | 15,242 | 12,687 |
Segment income | $ 33,809 | $ 32,918 | $ 101,365 | $ 103,876 |
Segment Reporting - Segment_s I
Segment Reporting - Segment’s Income to Consolidated Net (Loss) Income Attributable to Common Stockholders (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | $ 118,168 | $ 92,599 | $ 308,344 | $ 284,909 |
Total Segment Income | (95,558) | 29,007 | (60,698) | 76,660 |
Operating fees to related parties | (8,652) | (10,088) | (28,863) | (30,245) |
Impairment charges | (65,706) | (796) | (65,706) | (17,057) |
Merger, transaction and other costs | (43,765) | (103) | (50,143) | (244) |
Settlement costs | (14,643) | 0 | (29,727) | 0 |
General and administrative | (6,977) | (4,060) | (23,320) | (11,629) |
Equity-based compensation | (10,444) | (3,132) | (16,239) | (9,217) |
Depreciation and amortization | (49,232) | (37,791) | (123,558) | (117,039) |
Gain on dispositions of real estate investments | (684) | 143 | (684) | 205 |
Interest expense | (41,161) | (24,207) | (95,836) | (71,779) |
Loss on extinguishment of debt | 0 | (41) | (404) | (383) |
Gain on derivative instruments | 3,217 | 13,121 | 787 | 25,534 |
Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness | 0 | 0 | 0 | 2,439 |
Other income | 119 | 10 | 1,835 | 854 |
Income tax expense | (2,801) | (3,052) | (9,016) | (8,662) |
Preferred stock dividends | (6,304) | (5,099) | (16,502) | (15,288) |
Net (loss) income attributable to common stockholders | (142,488) | 9,739 | (179,834) | 9,375 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 118,168 | 92,599 | 308,344 | 284,909 |
Total Segment Income | 104,545 | 84,834 | 277,542 | 261,886 |
Industrial & Distribution | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 53,767 | 52,196 | 157,879 | 158,947 |
Total Segment Income | 50,331 | 49,051 | 147,829 | 149,199 |
Industrial & Distribution | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 53,767 | 52,196 | 157,879 | 158,947 |
Total Segment Income | 50,331 | 49,051 | 147,829 | 149,199 |
Multi-Tenant Retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 13,387 | 0 | 13,387 | 0 |
Total Segment Income | 8,930 | 0 | 8,930 | 0 |
Multi-Tenant Retail | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 13,387 | 0 | 13,387 | 0 |
Total Segment Income | 8,930 | 0 | 8,930 | 0 |
Single-Tenant Retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 12,212 | 3,009 | 20,471 | 9,399 |
Total Segment Income | 11,475 | 2,865 | 19,418 | 8,811 |
Single-Tenant Retail | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 12,212 | 3,009 | 20,471 | 9,399 |
Total Segment Income | 11,475 | 2,865 | 19,418 | 8,811 |
Office | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 38,802 | 37,394 | 116,607 | 116,563 |
Total Segment Income | 33,809 | 32,918 | 101,365 | 103,876 |
Office | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants | 38,802 | 37,394 | 116,607 | 116,563 |
Total Segment Income | $ 33,809 | $ 32,918 | $ 101,365 | $ 103,876 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | $ 7,633,617 | $ 3,595,270 | |
Assets held for sale | 1,299 | 0 | |
Cash and cash equivalents, end of period | 133,439 | 103,335 | $ 128,014 |
Restricted cash | 44,998 | 1,110 | $ 6,634 |
Derivative assets, at fair value | 26,400 | 37,279 | |
Unbilled straight-line rent | 76,264 | 73,037 | |
Operating lease right-of-use asset | 75,669 | 49,166 | |
Prepaid expenses and other assets | 122,636 | 64,348 | |
Deferred tax assets | 2,559 | 3,647 | |
Goodwill and other intangible assets, net | 51,018 | 21,362 | |
Deferred financing costs, net | 16,814 | 12,808 | |
Total Assets | 8,184,713 | 3,961,826 | |
Related Party | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Due from related parties | 0 | 464 | |
Operating Segments | Industrial & Distribution | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | 2,434,861 | 2,132,013 | |
Operating Segments | Multi-Tenant Retail | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | 2,203,681 | 0 | |
Operating Segments | Single-Tenant Retail | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | 1,706,959 | 106,751 | |
Operating Segments | Office | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | $ 1,288,116 | $ 1,356,506 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | 9 Months Ended |
Nov. 08, 2023 USD ($) property | Sep. 30, 2023 USD ($) property | |
Subsequent Event [Line Items] | ||
Number of Properties | 1,304 | |
Acquisition purchase price | $ | $ 516,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of Properties | 1 | |
Acquisition purchase price | $ | $ 52,700 | |
Discontinued Operations, Disposed of by Sale | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of Properties | 4 | |
Aggregate price | $ | $ 4,700 | |
Discontinued Operations, Disposed of by Sale | Subsequent Event | Ohio | ||
Subsequent Event [Line Items] | ||
Number of Properties | 2 | |
Discontinued Operations, Disposed of by Sale | Subsequent Event | Georgia | ||
Subsequent Event [Line Items] | ||
Number of Properties | 1 | |
Discontinued Operations, Disposed of by Sale | Subsequent Event | Mississippi | ||
Subsequent Event [Line Items] | ||
Number of Properties | 1 |