Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 332 | |
Local Phone Number | 265-2020 | |
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 | 230,383,756 | |
Entity Central Index Key | 0001526113 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Real estate investments, at cost (Note 4): | ||
Land | $ 1,416,109 | $ 1,430,607 |
Buildings, fixtures and improvements | 5,819,563 | 5,842,314 |
Construction in progress | 1,887 | 23,242 |
Acquired intangible lease assets | 1,248,937 | 1,359,981 |
Total real estate investments, at cost | 8,486,496 | 8,656,144 |
Less accumulated depreciation and amortization | (1,068,106) | (1,083,824) |
Total real estate investments, net | 7,418,390 | 7,572,320 |
Assets held for sale | 14,047 | 3,188 |
Cash and cash equivalents | 131,880 | 121,566 |
Restricted cash | 51,817 | 40,833 |
Derivative assets, at fair value (Note 9) | 12,144 | 10,615 |
Unbilled straight-line rent | 86,995 | 84,254 |
Operating lease right-of-use asset (Note 11) | 75,475 | 77,008 |
Prepaid expenses and other assets | 110,706 | 121,997 |
Deferred tax assets | 4,791 | 4,808 |
Goodwill | 48,540 | 46,976 |
Deferred financing costs, net | 14,011 | 15,412 |
Total Assets | 7,968,796 | 8,098,977 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net (Note 5) | 2,481,263 | 2,517,868 |
Revolving credit facility (Note 6) | 1,760,182 | 1,744,182 |
Senior notes, net (Note 7) | 890,879 | 886,045 |
Acquired intangible lease liabilities, net | 92,823 | 95,810 |
Derivative liabilities, at fair value (Note 9) | 3,705 | 5,145 |
Accounts payable and accrued expenses | 100,963 | 99,014 |
Operating lease liability (Note 11) | 47,704 | 48,369 |
Prepaid rent | 47,534 | 46,213 |
Deferred tax liability | 5,718 | 6,009 |
Dividends payable | 11,357 | 11,173 |
Total Liabilities | 5,442,128 | 5,459,828 |
Commitments and contingencies (Note 11) | 0 | 0 |
Stockholders’ Equity (Note 10): | ||
Common Stock, $0.01 par value, 250,000,000 shares authorized, 230,846,571 and 230,885,197 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 3,639 | 3,639 |
Additional paid-in capital | 4,351,577 | 4,350,112 |
Accumulated other comprehensive loss | (11,844) | (14,096) |
Accumulated deficit | (1,818,753) | (1,702,143) |
Total Stockholders’ Equity | 2,524,859 | 2,637,752 |
Non-controlling interest | 1,809 | 1,397 |
Total Equity | 2,526,668 | 2,639,149 |
Total Liabilities and Equity | 7,968,796 | 8,098,977 |
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 | 79 |
Series E Preferred Stock | ||
Stockholders’ Equity (Note 10): | ||
Cumulative redeemable preferred stock | $ 46 | $ 46 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Preferred stock, authorized (in shares) | 40,000,000 | |
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) | 230,846,571 | 230,885,197 |
Common stock, outstanding (in shares) | 230,846,571 | 230,885,197 |
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 | 7,933,711 |
Preferred stock, issued (in shares) | 7,933,711 | 7,933,711 |
Preferred stock, outstanding (in shares) | 7,933,711 | 7,933,711 |
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 | 4,595,175 |
Preferred stock, issued (in shares) | 4,595,175 | 4,595,175 |
Preferred stock, outstanding (in shares) | 4,595,175 | 4,595,175 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue from tenants | $ 206,045 | $ 94,332 |
Expenses: | ||
Property operating | 37,830 | 8,146 |
Operating fees to related parties | 0 | 10,101 |
Impairment charges | 4,327 | 0 |
Merger, transaction and other costs | 761 | 99 |
Settlement costs | 0 | 0 |
General and administrative | 16,177 | 5,660 |
Equity-based compensation | 1,973 | 2,925 |
Depreciation and amortization | 92,000 | 37,029 |
Total expenses | 153,068 | 63,960 |
Operating income before gain on dispositions of real estate investments | 52,977 | 30,372 |
Gain on dispositions of real estate investments | 5,867 | 0 |
Operating income | 58,844 | 30,372 |
Other income (expense): | ||
Interest expense | (82,753) | (26,965) |
Loss on extinguishment of debt | (58) | 0 |
Gain (loss) on derivative instruments | 1,588 | (1,656) |
Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness | 1,032 | 0 |
Other (expense) income | (16) | 66 |
Total other expense, net | (80,207) | (28,555) |
Net (loss) income before income tax | (21,363) | 1,817 |
Income tax expense | (2,388) | (2,707) |
Net loss | (23,751) | (890) |
Preferred stock dividends | (10,936) | (5,099) |
Net loss attributable to common stockholders | $ (34,687) | $ (5,989) |
Basic and Diluted Loss Per Share: | ||
Net loss per share attributable to common stockholders— Basic (in dollars per share) | $ (0.15) | $ (0.06) |
Net loss per share attributable to common stockholders — Diluted (in dollars per share) | $ (0.15) | $ (0.06) |
Weighted average common shares outstanding: | ||
Weighted average shares outstanding — Basic (in shares) | 230,319,722 | 103,782,949 |
Weighted average shares outstanding — Diluted (in shares) | 230,319,722 | 103,782,949 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (23,751) | $ (890) |
Other comprehensive income (loss) | ||
Cumulative translation adjustment | (974) | 6,520 |
Designated derivatives, fair value adjustments | 3,226 | (3,965) |
Other comprehensive (loss) income | 2,252 | 2,555 |
Comprehensive (loss) income | (21,499) | 1,665 |
Preferred stock dividends | (10,936) | (5,099) |
Comprehensive loss attributable to common stockholders | $ (32,435) | $ (3,434) |
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 | 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 | 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 | Additional Paid-in Capital | Additional Paid-in Capital Common Stock | 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 | Non-controlling interest |
Beginning balance (in shares) at Dec. 31, 2022 | 6,799,467 | 4,695,887 | 104,141,899 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 1,453,919 | $ 1,439,021 | $ 68 | $ 47 | $ 2,371 | $ 2,683,169 | $ 1,147 | $ (1,247,781) | $ 14,898 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Common stock issuance costs | $ (21) | $ (21) | $ (21) | ||||||||||||||||||||||||
Dividends declared, common stock | (41,677) | (41,677) | (41,677) | ||||||||||||||||||||||||
Dividends declared, preferred stock | $ (3,081) | $ (2,018) | $ (3,081) | $ (2,018) | $ (3,081) | $ (2,018) | |||||||||||||||||||||
Equity-based compensation, net of forfeitures (in shares) | 16,011 | ||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures | 2,925 | 679 | 679 | 2,246 | |||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock | 0 | ||||||||||||||||||||||||||
Distributions to non-controlling interest holders | (100) | (100) | (100) | 0 | |||||||||||||||||||||||
Net loss | (890) | (890) | (890) | ||||||||||||||||||||||||
Cumulative translation adjustment | 6,520 | 6,520 | 6,520 | ||||||||||||||||||||||||
Designated derivatives, fair value adjustments | (3,965) | (3,965) | (3,965) | ||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 6,799,467 | 4,695,887 | 104,157,910 | ||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | 1,411,612 | 1,394,468 | $ 68 | $ 47 | $ 2,371 | 2,683,827 | 3,702 | (1,295,547) | 17,144 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 6,799,467 | 4,695,887 | 7,933,711 | 4,595,175 | 230,885,197 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2023 | 2,639,149 | 2,637,752 | $ 68 | $ 47 | $ 79 | $ 46 | $ 3,639 | 4,350,112 | (14,096) | (1,702,143) | 1,397 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Dividends declared, common stock | (81,923) | (81,923) | (81,923) | ||||||||||||||||||||||||
Dividends declared, preferred stock | $ (3,081) | $ (2,018) | $ (3,719) | $ (2,118) | $ (3,081) | $ (2,018) | $ (3,719) | $ (2,118) | $ (3,081) | $ (2,018) | $ (3,719) | $ (2,118) | |||||||||||||||
Equity-based compensation, net of forfeitures (in shares) | (33,678) | ||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures | 1,973 | 1,520 | $ 0 | 1,520 | 453 | ||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock (in shares) | (4,948) | ||||||||||||||||||||||||||
Common stock shares withheld upon vesting of restricted stock | (55) | (55) | $ 0 | (55) | |||||||||||||||||||||||
Distributions to non-controlling interest holders | (41) | (41) | |||||||||||||||||||||||||
Net loss | (23,751) | (23,751) | (23,751) | ||||||||||||||||||||||||
Cumulative translation adjustment | (974) | (974) | (974) | ||||||||||||||||||||||||
Designated derivatives, fair value adjustments | 3,226 | 3,226 | 3,226 | ||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 6,799,467 | 4,695,887 | 7,933,711 | 4,595,175 | 230,846,571 | ||||||||||||||||||||||
Ending balance at Mar. 31, 2024 | $ 2,526,668 | $ 2,524,859 | $ 68 | $ 47 | $ 79 | $ 46 | $ 3,639 | $ 4,351,577 | $ (11,844) | $ (1,818,753) | $ 1,809 |
CONSOLDATED STATEMENTS OF CHANG
CONSOLDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Common stock, dividends (in dollars per share) | $ 0.40 | $ 0.40 |
Series A Preferred Stock | ||
Preferred stock, dividends (in dollars per share) | 0.45 | 0.45 |
Series B Preferred Stock | ||
Preferred stock, dividends (in dollars per share) | 0.43 | $ 0.43 |
Series D Preferred Stock | ||
Preferred stock, dividends (in dollars per share) | 0.47 | |
Series E Preferred Stock | ||
Preferred stock, dividends (in dollars per share) | $ 0.46 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (23,751) | $ (890) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 44,649 | 23,818 |
Amortization of intangibles | 47,351 | 13,211 |
Amortization of deferred financing costs | 2,394 | 2,085 |
Amortization of discounts on mortgages and senior notes | 15,338 | 227 |
Amortization of below-market lease liabilities | (2,899) | (817) |
Amortization of above-market lease assets | 4,790 | 1,556 |
Amortization related to right-of-use assets | 334 | 216 |
Amortization of lease incentives and commissions | 225 | 424 |
Unbilled straight-line rent | (4,562) | (1,888) |
Equity-based compensation | 1,973 | 2,925 |
Unrealized (gains) losses on foreign currency transactions, derivatives, and other | (1,259) | 2,647 |
Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness | (1,032) | 0 |
Loss on extinguishment of debt | 58 | 0 |
Gain on dispositions of real estate investments | (5,867) | 0 |
Lease incentive and commission payments | (371) | (1,611) |
Impairment charges | 4,327 | 0 |
Changes in operating assets and liabilities, net: | ||
Prepaid expenses and other assets | 9,344 | 8,814 |
Accounts payable and accrued expenses | (177) | 2,905 |
Prepaid rent | 1,321 | 9,393 |
Net cash provided by operating activities | 92,186 | 63,015 |
Cash flows from investing activities: | ||
Investment in real estate and real estate related assets | 0 | (81,362) |
Capital expenditures | (7,976) | (7,440) |
Net proceeds from dispositions of real estate investments | 43,134 | 0 |
Net cash provided by (used in) investing activities | 35,158 | (88,802) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 80,000 | 91,040 |
Repayments on revolving credit facilities | (52,726) | 0 |
Proceeds from mortgage notes payable | 80,512 | 0 |
Principal payments on mortgage notes payable | (122,033) | (4,623) |
Common shares repurchased upon vesting of restricted stock | (55) | 0 |
Payments of financing costs | (881) | 0 |
Dividends paid on Common Stock | (81,733) | (41,658) |
Distributions to non-controlling interest holders | (41) | (100) |
Net cash (used in) provided by financing activities | (107,892) | 39,539 |
Net change in cash, cash equivalents and restricted cash | 19,452 | 13,752 |
Effect of exchange rate changes on cash | 1,846 | 2,396 |
Cash, cash equivalents and restricted cash, beginning of period | 162,399 | 104,445 |
Cash, cash equivalents and restricted cash, end of period | 183,697 | 120,593 |
Cash and cash equivalents, end of period | 131,880 | 119,161 |
Restricted cash, end of period | 51,817 | 1,432 |
Cash, cash equivalents and restricted cash, end of period | 183,697 | 120,593 |
Non-Cash Activity: | ||
Accrued capital expenditures | 1,857 | 4,349 |
Common Stock | ||
Cash flows from financing activities: | ||
Common Stock issuance costs | 0 | (21) |
Series A Preferred Stock | ||
Cash flows from financing activities: | ||
Dividends paid on Preferred Stock | (3,081) | (3,081) |
Series B Preferred Stock | ||
Cash flows from financing activities: | ||
Dividends paid on Preferred Stock | (2,018) | (2,018) |
Series D Preferred Stock | ||
Cash flows from financing activities: | ||
Dividends paid on Preferred Stock | (3,718) | 0 |
Series E Preferred Stock | ||
Cash flows from financing activities: | ||
Dividends paid on Preferred Stock | $ (2,118) | $ 0 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2024 | |
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 located 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 former 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 (as defined in N ote 3 — The Mergers ) in the quarter ended September 30, 2023. As of March 31, 2024, the Company owned 1,277 properties consisting of 66.9 million rentable square feet, which were 92.8% leased, with a weighted-average remaining lease term of 6.5 years. Based on the percentage of annualized rental income on a straight-line basis as of March 31, 2024, approximately 80% of the Company’s properties were located in the U.S. and Canada and approximately 20% were located in Europe. In addition, as of March 31, 2024, the Company’s portfolio was comprised of 32% Industrial & Distribution properties, 28% Multi-Tenant retail properties, 21% Single-Tenant Retail properties and 19% Office properties. These represent the Company’s 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 March 31, 2024. The straight-line rent includes amounts for tenant concessions. Substantially all of our business is conducted through Global Net Lease Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and The Necessity Retail REIT Operating Partnership, L.P. (“RTL OP,” and together with the OP, the “OPs”) and each of their wholly-owned subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 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, 2023, 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 27, 2024. 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 three months ended March 31, 2024 (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, 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 March 31, 2024, the Company’s leases had a weighted-average remaining lease term of 6.5 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 March 31, 2024, 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 $6.6 million as of March 31, 2024 and the amounts are included in prepaid expenses and other assets on the Company’s consolidated balance sheet 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 2023 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, 2023. There were no material changes to this assessment as of March 31, 2024. We will continue to assess for triggering events. Should any triggering event occur, we would evaluate the carrying value of our goodwill by segment through an impairment test. If impairment is warranted, the charge would be recorded through the consolidated income statement as a reduction to earnings. Reportable Segments As of March 31, 2024, 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 ) 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 stock-based incentive plans under which its directors, officers, employees, consultants or entities that provide services to the Company are, or have historically been, 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. The Company has historically issued restricted shares of Common Stock (“Restricted Shares”), restricted stock units in respect of shares of Common Stock (“RSUs”), and performance stock units (“PSUs”). Also, although none remain outstanding as of March 31, 2024 or December 31, 2023, the Company historically had issued long-term incentive plan units of limited partner interest in the OP (“GNL LTIP Units”) (see below for more information). For additional information on all of the equity-based compensation awards issued by the Company, see Note 13 — Equity-Based Compensation. Multi-Year Outperformance Agreement With Former Advisor On June 2, 2021, the Company entered into the multi-year outperformance agreement in June 2021 with the former Advisor (the “2021 OPP”). 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 (as defined below) of the Mergers. 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). 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 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 Pending Adoption as of March 31, 2024: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 80) — Improvements to Reportable Segment Disclosures . The new standard requires additional disclosures regarding a company’s segments, including enhanced disclosures about significant segment expenses on an annual and interim basis. However, the new standard does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the new guidance in its Form 10-K for the year ended December 31, 2024 and we don’t expect this to have an impact on its consolidated financial statements as the provisions are related to disclosure only. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740 ) — Improvements to Income Tax Disclosures. |
The Mergers
The Mergers | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
The Mergers | The Mergers 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 OP, merging with and into the 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”). 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). 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 former Advisor, with the former 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 12 — Related Party Transactions and Arrangements for additional information on the Internalization Merger). 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) 93,432,946 $ 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. The Company provided a provisional allocation of the fair value of the assets acquired and liabilities assumed in the Mergers in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. During the three months ended March 31, 2024 and December 31, 2023, measurement period adjustments were determined and recorded as if they had been completed at the Acquisition Date. Future adjustments to the provisional allocation of the fair value of the 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 finalization of the Company’s fair value assessments could result in changes in the valuation of assets acquired and liabilities assumed up to a year after the Acquisition Date. The following table summarizes the provisional amounts recognized for the assets acquired and liabilities assumed as of Acquisition Date, as well as adjustments made in the three months ended March 31, 2024 and December 31, 2023 (measurement period adjustments) to the amounts previously reported in the three months ended September 30, 2023. (in thousands) Amounts Recognized as Measurement Amounts Recognized as Assets Acquired: Land $ 954,967 $ 615 $ 955,582 Buildings, fixtures and improvements 2,526,810 349 2,527,159 Total tangible assets 3,481,777 964 (1) 3,482,741 Acquired intangible assets: In-place leases 582,475 (1,045) 581,430 Above-market lease assets 67,718 50 67,768 Total acquired intangible lease assets 650,193 (995) (1) 649,198 Cash 65,223 (607) (2) 64,616 Operating lease right-of-use assets 26,407 10 26,417 Prepaid expenses and other assets 60,862 1,910 (3) 62,772 Goodwill 29,817 (2,765) (4) 27,052 Total assets acquired 4,314,279 (1,483) 4,312,796 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 3 76,685 Accounts payable and accrued expenses 86,031 (1,456) (5) 84,575 Operating lease liabilities 26,407 (30) 26,377 Prepaid rent 18,439 — 18,439 Total liabilities assumed 2,181,264 (1,483) 2,179,781 Total consideration transferred $ 2,133,015 $ — $ 2,133,015 _________ (1) These adjustments were recorded to reflect changes in the estimated fair value of tangible and intangible assets, from the initial provisional estimates, due to the receipt of new information. (2) The decrease in cash was due to the receipt of new information, subsequent to the initial provisional estimates, related to cash acquired as of the Acquisition Date. (3) The net increase in prepaid expenses and other assets was due to the receipt of new information, subsequent to the initial provisional estimates, primarily related to receivables that had previously been deemed uncollectible as of the Acquisition Date. (4) The net decrease in goodwill from the initial provisional valuation reflects the net impact of all measurement period adjustments to the assets acquired and liabilities assumed. (5) The net decrease in accounts payable and accrued expenses was due to the receipt of new information, subsequent to the initial provisional estimates, related to accrued expenses that were estimated as of the Acquisition Date. Goodwill |
Real Estate Investments, Net
Real Estate Investments, Net | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2023, and, in the case of assets located outside of the U.S., based on the applicable exchange rate at the time of purchase. The Company did not acquire any properties during the three months ended March 31, 2024. All of the acquisitions in the three months ended March 31, 2023 were considered asset acquisitions for accounting purposes. Three Months Ended March 31, (Dollar amounts in thousands) 2023 Assets Acquired: Real estate investments, at cost: Land $ 4,757 Buildings, fixtures and improvements 30,087 Total tangible assets 34,844 Intangibles acquired: In-place leases 4,128 Above-market lease assets 40,964 Total Intangible assets 45,092 Right-of -use asset 1,426 Cash paid for acquired real estate investments $ 81,362 Number of properties purchased 8 The following table summarizes the acquisitions by property type, listed by reportable segment, during the three months ended March 31, 2023: Property Type Number of Properties Square Feet (unaudited) Properties Acquired in 2023: Industrial & Distribution — — Multi-Tenant Retail — — Single-Tenant Retail 8 323,730 Office — — 8 323,730 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 did not record any impairment charges on its acquired intangible assets during the three months ended March 31, 2024 or 2023. Impairment Charges The Company recorded aggregate impairment charges of $4.3 million during the three months ended March 31, 2024 and did not record any impairment charges during the three months ended March 31, 2023. • During the three months ended March 31, 2024, the Company determined that six of its properties located in the U.S. (all of which were acquired in the REIT Merger) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price of such properties, and as a result, the Company recorded an impairment charge of approximately $4.3 million. Dispositions During the three months ended March 31, 2024, the Company sold 19 properties, 17 of which were acquired in the REIT Merger, and recorded a net gain of $5.9 million during the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company did not sell any properties. The following table summarizes the aforementioned properties sold: Portfolio Country/States Disposition Month(s) Number of Properties Square Feet (unaudited) Properties Sold in 2024: O’Charley’s AL, IN, TN, MS February & March 5 31,610 Truist Bank FL, GA, TN February & March 11 45,314 Fife Council United Kingdom February 1 37,331 TOMs King PA February 1 4,107 FedEx MN March 1 11,501 19 129,863 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. As of March 31, 2024, the Company evaluated its assets for held for sale classification and determined that six properties, all of which were acquired in the Merger, qualified for held for sale treatment based on the Company's accounting policies. Because these assets are considered held for sale, the operating results remain classified within continuing operations for all periods presented. 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 March 31, 2024 and December 31, 2023: (Dollar amounts in thousands) March 31, 2024 December 31, 2023 Real estate investments held for sale, at cost: Land $ 3,185 $ 860 Buildings, fixtures and improvements 9,751 2,349 Acquired intangible lease assets 1,201 — Total real estate assets held for sale, at cost 14,137 3,209 Less accumulated depreciation and amortization (90) (21) Total real estate investments held for sale, net $ 14,047 $ 3,188 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 March 31, 2024 and December 31, 2023. 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 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 March 31, 2024 and December 31, 2023. No U.S. state had a concentration over 10% as of March 31, 2024 and December 31, 2023. Country / U.S. State March 31, December 31, United States 79.7% 79.7% United Kingdom 11.0% 11.1% |
Mortgage Notes Payable, Net
Mortgage Notes Payable, Net | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | Mortgage Notes Payable, Net Mortgage notes payable, net as of March 31, 2024 and December 31, 2023 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio March 31, December 31, Maturity Anticipated Repayment (2) (In thousands) (In thousands) Finland: Finland Properties 5 $ 79,880 $ — 5.1% (3) Fixed/Variable Feb. 2029 Feb. 2029 Finland Properties — — 81,695 2.4% (3) Fixed/Variable Feb. 2024 Feb. 2024 Luxembourg/ The Netherlands: Benelux Properties 3 116,296 129,752 1.4% Fixed Jun. 2024 Jun. 2024 Total EUR denominated 8 196,176 211,447 United Kingdom: McLaren 3 127,503 128,587 6.1% (4) Fixed Apr. 2024 Apr. 2024 Total GBP denominated 3 127,503 128,587 United States: Penske Logistics 1 70,000 70,000 4.7% (5) Fixed Nov. 2028 Nov. 2028 Multi-Tenant Mortgage Loan I 10 162,580 162,580 4.4% (5) Fixed Nov. 2027 Nov. 2027 Multi-Tenant Mortgage Loan II 8 32,750 32,750 4.4% (5) Fixed Feb. 2028 Feb. 2028 Multi-Tenant Mortgage Loan III 7 98,500 98,500 4.9% (5) Fixed Dec. 2028 Dec. 2028 Multi-Tenant Mortgage Loan IV 16 97,500 97,500 4.6% (5) Fixed May 2029 May 2029 Multi-Tenant Mortgage Loan V 11 139,771 139,771 3.7% (5) Fixed Oct. 2029 Oct. 2029 2019 Class A-1 Net-Lease Mortgage Notes 97 110,673 110,815 3.8% Fixed May 2049 May 2026 2019 Class A-2 Net-Lease Mortgage Notes 101 119,257 119,409 4.5% Fixed May 2049 May 2029 2021 Class A-1 Net-Lease Mortgage Notes 43 50,971 50,971 2.2% Fixed May 2051 May 2028 2021 Class A-2 Net-Lease Mortgage Notes 44 88,041 88,041 2.8% Fixed May 2051 May 2031 2021 Class A-3 Net-Lease Mortgage Notes 32 34,997 34,997 3.1% Fixed May 2051 May 2028 2021 Class A-4 Net-Lease Mortgage Notes 33 54,995 54,995 3.7% Fixed May 2051 May 2031 Column Financial Mortgage Notes 352 692,018 697,595 3.8% (6) Fixed Aug. 2025 Aug. 2025 Mortgage Loan II 12 210,000 210,000 4.3% Fixed Jan. 2028 Jan. 2028 Mortgage Loan III 22 33,400 33,400 4.1% Fixed Jan. 2028 Jan. 2028 RTL Multi-Tenant Mortgage II — — 25,000 —% Fixed Feb. 2024 Feb. 2024 McGowin Park 1 39,025 39,025 4.1% Fixed May 2024 May 2024 CMBS Loan 29 260,000 260,000 6.5% Fixed Sept. 2033 Sept. 2033 Total USD denominated 819 2,294,478 2,325,349 Gross mortgage notes payable 830 2,618,157 2,665,383 4.3% Mortgage discounts (129,553) (140,403) Deferred financing costs, net of accumulated amortization (7) (7,341) (7,112) Mortgage notes payable, net 830 $ 2,481,263 $ 2,517,868 4.3% ______________ (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 March 31, 2024. This loan was extended from its original maturity date of February 2024 to February 2029. (4) This mortgage was repaid in April 2024 (see N o te 16 — Subsequent Events for additional information). (5) The borrower’s (wholly-owned subsidiaries of the Company) 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. (6) The Company sold six properties and one property was released from this mortgage by the lender during the quarter ended March 31, 2024. Mortgages for three of the properties were repaid during the quarter ended March 31, 2024, however, the principal balances on the remaining four properties totaling $9.3 million was re-paid in April 2024. (7) 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 March 31, 2024: (In thousands) Future Principal Payments (1) 2024 (remainder) $ 283,709 2025 693,196 2026 110,292 2027 163,191 2028 531,229 2029 433,506 Thereafter 403,034 Total $ 2,618,157 ______ (1) Assumes exchange rates of £1.00 to $1.26 for British Pounds Sterling (“GBP”) and €1.00 to $1.08 for Euros (“EUR”) as of March 31, 2024 for illustrative purposes, as applicable. The total gross carrying value of the Company’s unencumbered assets as of March 31, 2024 was $4.87 billion, and approximately $4.86 billion of this amount 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 therefore is not currently available to serve as collateral for future borrowings. In April 2024, the Company completed a commercial mortgage-backed security Loan Agreement (the “2024 CMBS Loan”) financing and used the net proceeds to repay draws on the USD portion of the Revolving Credit Facility (see Note 1 6 — Subsequent Events for additional details). Mortgage Covenants |
Revolving Credit Facility
Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility The table below details the outstanding balances as of March 31, 2024 and December 31, 2023 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 included 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. March 31, 2024 December 31, 2023 (In thousands) TOTAL USD (1) USD (3) GBP (4) EUR (5) CAD (6) TOTAL USD (2) USD GBP EUR CAD Revolving Credit Facility $ 1,760,182 $ 1,074,962 £ 252,000 € 314,075 $ 38,000 $ 1,744,182 $ 1,030,962 £ 261,000 € 319,075 $ 38,000 (1) Assumes exchange rates of £1.00 to $1.26 for GBP, €1.00 to $1.08 for EUR and $1.00 Canadian Dollar (“CAD”) to $0.74 as of March 31, 2024 for illustrative purposes, as applicable. (2) Assumes exchange rates of £1.00 to $1.27 for GBP , €1.00 to $1.10 for EUR and $1.00 CAD to $0.75 as of December 31, 2023 for illustrative purposes, as applicable. (3) The USD portion of the Revolving Credit Facility is 28% fixed via swaps and, as of March 31, 2024, had a weighted-average effective interest rate of 7.0% after giving effect to interest rate swaps in place. (4) The GBP portion of Revolving Credit Facility is 79% fixed via swaps and, as of March 31, 2024, had a weighted-average effective interest rate of 6.4%. (5) The EUR portion of Revolving Credit Facility is 100% fixed via swaps and, as of March 31, 2024, had a weighted-average effective interest rate of 2.0% after giving effect to interest rate swaps in place. (6) The CAD portion of Revolving Credit Facility is 100% variable and, as of March 31, 2024, had a weighted-average effective interest rate of 7.2%. In April 2024, the Company completed the 2024 CMBS Loan financing and used the net proceeds to pay down draws on the USD portion of the Revolving Credit Facility. Also in April 2024, the Company repaid its mortgage loan that encumbered its McLaren properties in the United Kingdom using borrowings under the GBP portion of the Revolving Credit Facility. For additional information, see Note 16 — Subsequent Events . 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 March 31, 2024, 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 March 31, 2024, approximately $43.5 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 of directors (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 Revolving 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 March 31, 2024, 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 Revolving 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 subsidiary of the OP, the Guaranty will be released if the Company achieves an investment grade credit rating from at least one rating agency, but will again be required (i) if the Company loses its investment grade credit rating, or (ii) with respect to any Guarantor subsidiary of the Company, for so long as the subsidiary is the primary obligor under or provides a guaranty to any holder of unsecured indebtedness. |
Senior Notes, Net
Senior Notes, Net | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Senior Notes, Net | Senior Notes, Net The details of the Company’s senior notes are as follows: (In thousands) March 31, December 31, 3.75% Senior Notes Aggregate principal amount $ 500,000 $ 500,000 Less: Deferred financing costs (5,145) (5,491) 3.75% Senior Notes, net 494,855 494,509 4.50% Senior Notes Aggregate principal amount 500,000 500,000 Less: Discount (103,976) (108,464) 4.50% Senior Notes, net 396,024 391,536 Senior Notes, Net $ 890,879 $ 886,045 3.75% Senior Notes 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 March 31, 2024, the Company was in compliance with the covenants under the Indenture governin g the 3.75% Senior Notes. 4.50% Senior Notes 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, were originally issued by RTL 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 March 31, 2024, 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 | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 (see Note 4 — Real Estate Investments, Net for additional information on impairment charges recorded by the Company). The impairments were all based on the estimated selling prices of the impaired properties. The carrying value of these impaired real estate investments on the consolidated balance sheet represents their estimated fair value at the time of impairment. 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 Foreign currency forwards, net (GBP & EUR) $ — $ (534) $ — $ (534) Interest rate swaps, net (USD,GBP & EUR) $ — $ 8,973 $ — $ 8,973 December 31, 2023 Foreign currency forwards, net (GBP & EUR) $ — $ (1,569) $ — $ (1,569) Interest rate swaps, net (USD,GBP & EUR) $ — $ 7,039 $ — $ 7,039 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 three months ended March 31, 2024 and year ended December 31, 2023. 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 March 31, 2024 and December 31, 2023 w as $2.6 billion and $2.7 billion, respectively. The fair value of the Company’s gross mortgage notes payable as of March 31, 2024 and December 31, 2023 was $2.4 billion and $2.5 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 March 31, 2024 the advances to the Company under the Revolving Credit Facility had a carrying value of $1.8 billion and a fair value of $1.8 billion. As of December 31, 2023 the advances to the Company under the Revolving Credit Facility had a carrying value of $1.7 billion and a fair value of $1.7 billion. • As of March 31, 2024, the 3.75% Senior Notes had a gross carrying value of $500.0 million and a fair value of $430.0 million. As of December 31, 2023, the 3.75% Senior Notes had a gross carrying value of $500.0 million and a fair value of $416.3 million. • As of March 31, 2024, the 4.50% Senior Notes had a gross carrying value of $500.0 million and a fair value of $428.8 million. As of December 31, 2023, the 4.50% Senior Notes had a gross carrying value of $500.0 million and a fair value of $422.5 million. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023: (In thousands) Balance Sheet Location March 31, December 31, Derivatives designated as hedging instruments: Interest rate “pay-fixed” swaps (USD) Derivative liabilities, at fair value $ — $ (2,110) Interest rate “pay-fixed” swaps (USD) Derivative assets, at fair value 2,282 — Interest rate “pay-fixed” swaps (GBP) Derivative liabilities, at fair value (1,490) — Interest rate “pay-fixed” swaps (EUR) Derivative assets, at fair value 6,651 5,987 Interest rate “pay-fixed” swaps (EUR) Derivative liabilities, at fair value (334) — Total $ 7,109 $ 3,877 Derivatives not designated as hedging instruments: Foreign currency forwards (GBP-USD) Derivative assets, at fair value $ 724 $ 878 Foreign currency forwards (GBP-USD) Derivative liabilities, at fair value (1,565) (1,906) Foreign currency forwards (EUR-USD) Derivative assets, at fair value 623 588 Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (316) (1,129) Interest rate swaps (EUR) Derivative assets, at fair value 1,864 3,162 Total $ 1,330 $ 1,593 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 three months ended March 31, 2024, 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 March 31, 2025, the Company estimates that $11.4 million will be reclassified from other comprehensive income as an increase to interest expense. As of March 31, 2024 and December 31, 2023, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: March 31, 2024 December 31, 2023 Derivatives Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Interest rate “pay-fixed” swaps (GBP) 3 $ 200,000 — $ — Interest rate “pay-fixed” swaps (EUR) (1) 11 529,200 11 308,233 Interest rate “pay-fixed” swaps (USD) 5 300,000 5 300,000 Total 19 $ 1,029,200 16 $ 608,233 ________ (1) The Company entered into four additional interest rate swaps for a notional amount of approximately €250 million in July 2022 to replace existing swaps set to expire, which are not yet effective until August 1, 2024 and therefore, are not included in the notional amount in the table above. 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 March 31, 2024 and 2023. Three Months Ended March 31, (In thousands) 2024 2023 Amount of gain (loss) recognized in AOCI from derivatives $ 6,986 $ (950) Amount of (loss) gain reclassified from AOCI into income as interest expense $ (3,631) $ 3,301 Total interest expense recorded in the consolidated statements of operations $ 82,753 $ 26,965 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 March 31, 2024 and December 31, 2023 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 three months ended March 31, 2024 and the year ended December 31, 2023, 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 three months ended March 31, 2024, the Company recorded a gain of $1.0 million due to currency changes on the undesignated excess foreign currency advances over the related net investments. There were no undesignated excess positions at any time during the year ended December 31, 2023. 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 a gain of $1.6 million for the three months ended March 31, 2024, and a loss of $1.7 million for the three months ended March 31, 2023. As of March 31, 2024 and December 31, 2023, the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. March 31, 2024 December 31, 2023 Derivatives Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP-USD) 35 $ 64,383 29 $ 54,745 Foreign currency forwards (EUR-USD) 30 43,179 28 41,952 Interest rate swaps (EUR) 3 150,640 3 154,062 Total 68 $ 258,202 60 $ 250,759 Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of March 31, 2024 and December 31, 2023. 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 March 31, 2024 $ 12,144 (3,705) — 8,439 — — $ 8,439 December 31, 2023 $ 10,615 (5,145) — 5,470 — — $ 5,470 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 March 31, 2024, 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 March 31, 2024, 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 | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock As of March 31, 2024 and December 31, 2023, the Company had 230,846,571 and 230,885,197, respectively, shares of Common Stock issued and outstanding, including Restricted Shares and excluding unvested restricted stock units (“RSUs”) and performance stock units (“PSUs”). Unvested RSUs and PSUs may be settled in shares of Common Stock in the future. 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 months ended March 31, 2024 and 2023 the Company did not sell any shares of Common Stock through the Common Stock ATM Program. 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 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 March 31, 2024 and December 31, 2023. The Company had 6,799,467 shares of Series A Preferred Stock issued and outstanding as of March 31, 2024 and December 31, 2023. • 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 March 31, 2024 and December 31, 2023. The Company had 4,695,887 shares of Series B Preferred Stock issued and outstanding as of March 31, 2024 and December 31, 2023. • As of December 31, 2023 and through February 26, 2024, the Company had classified and designated 100,000 shares of its authorized Preferred Stock as authorized shares of its Series C preferred stock, $0.01 par value (“Series C Preferred Stock”). On February 26, 2024, the Company reclassified and redesignated each of the 100,000 shares of Series C Preferred Stock into 100,000 shares of unclassified and undesignated Preferred Stock. The Company has never had any shares of Series C Preferred Stock issued and outstanding. • 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 March 31, 2024. The Company had 7,933,711 shares of Series D Preferred Stock issued and outstanding as of March 31, 2024. • 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 March 31, 2024. The Company had 4,595,175 shares of Series E Preferred Stock issued and outstanding as of March 31, 2024. 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 three months ended March 31, 2024 and 2023, 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 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 this rate occurred on October 16, 2023 and, accordingly, during the three months ended March 31, 2024, the Company paid dividends at this rate as well. During the three months ended March 31, 2023, 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. On February 26, 2024, the Board approved a dividend policy that reduced the Company’s Common Stock dividend rate to an annual rate of $1.10 per share, or $0.275 per share on a quarterly basis. The new Common Stock dividend rate became effective with the Common Stock Dividend declared in April 2024. The reduction of the dividend rate is expected to yield benefits to the Company, including increasing the amount of cash that may be used to lower leverage. 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. In addition, see Note 6 — Revolving Credit Facility for additional information on the restrictions on the payment of dividends and other distributions imposed by the 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lessee Arrangements As of March 31, 2024, 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 0.84 to 120 years as of March 31, 2024. The Company did not enter into any new ground or operating leases during the first quarter of 2024. As of March 31, 2024 and December 31, 2023, the Company’s balance sheets include ROU assets of $75.5 million and $77.0 million, respectively, and operating lease liabilities of $47.7 million and $48.4 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 March 31, 2024, the Company’s ground leases and operating leases have a weighted-average remaining lease term of approximately 25.8 years and a weighted-average discount rate of 6.05%. For the three months ended March 31, 2024, the Company paid cash of approximately $1.0 million for amounts included in the measurement of lease liabilities and recorded expense of $0.4 million on a straight-line basis in accordance with the standard. For the three months ended March 31, 2023, the Company paid cash of approximately $0.3 million for amounts included in the measurement of lease liabilities and recorded expense of $0.3 million 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 March 31, 2024: (In thousands) Future Base Rent Payments (1) 2024 (remainder) $ 3,198 2025 3,485 2026 3,368 2027 3,395 2028 3,422 Thereafter 79,425 Total minimum lease payments (2) 96,293 Less: Effects of discounting (48,589) Total present value of lease payments $ 47,704 ________ (1) Assumes exchange rates of £1.00 to $1.26 for GBP and €1.00 to $1.08 for EUR as of March 31, 2024 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 In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no 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 March 31, 2024, 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 former 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 former 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 former Advisor pursuant to the Advisory Agreement and (ii) RTL’s existing arrangement for advisory management services provided by the RTL Advisor and assuming (x) the Company’s existing arrangement for property management services provided by the Property Manager and (y) 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 no longer incurs 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 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 former 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 former 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 the former Advisor 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 former Advisor did not earn any Incentive Compensation during the three months ended March 31, 2023. 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 historically paid leasing commissions to the Property Manager which are being expensed over the terms of the related leases. Professional Fees and Other Reimbursements Prior to the Internalization Merger, the Company reimbursed the former Advisor or its affiliates for expenses paid or incurred by the former 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 former 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 former Advisor and its affiliates (including the Company’s executive officers) who provide services to the Company under the Advisory Agreement, the former Advisor’s rent and general overhead expenses, the former Advisor’s travel expenses (subject to certain exceptions), professional services fees incurred with respect to the former 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 former 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 three months ended March 31, 2023 did not exceed these limits. The following table reflects related party fees incurred during the three months ended March 31, 2023: Three Months Ended March 31, 2023 (In thousands) Incurred Fees (1) : Asset management fees (2) $ 8,364 Property management fees 1,737 Total related party operational fees and reimbursements $ 10,101 ______________ (1) The Company incurred general and administrative costs and other expense reimbursements of approximately $0.3 million for the three months ended March 31, 2023, which are recorded within general and administrative expenses in the consolidated statements of operations and are not reflected in the table above. (2) |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation 2021 Omnibus Incentive Compensation Plan; 2021 Omnibus Advisor Incentive Compensation Plan; Restricted Share 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”). The terms of the Advisor Plan are substantially similar to the terms of the Individual Plan, except with respect to the eligible participants. Both the Individual Plan and the Advisor Plan became effective upon stockholder approval. The employees of the former Advisor and the Property Manager, and their respective affiliates were also eligible to participate in the Company’s employee and director incentive restricted share plan (the “Restricted Share Plan”). Upon approval of the 2021 Equity Plan, the total number of shares of Common Stock that could be issued or subject to awards under the Advisor Plan and the Individual Plan, in the aggregate, was 6,300,000 shares. Shares issued or subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. The 2021 Equity Plan permits awards of Restricted Shares, RSUs, PSUs, stock options, stock appreciation rights, stock awards, GNL LTIP Units and other equity awards and it expires on April 12, 2031. Only the former Advisor and any of its affiliates that were involved in providing services to the Company or any of its subsidiaries were 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, however awards will continue to be granted under the Individual Plan. Generally, directors officers, employees, and consultants of the Company are eligible to participate in the Individual Plan. Prior to the REIT Merger, employees of the former Advisor or its affiliates who were consultants providing services to the Company were eligible to participate in the Individual Plan. RSUs RSUs were historically awarded under the 2021 Equity Plan, and have been and may continue to be awarded under the Individual Plan, following the Internalization Merger. Historically, prior to the third quarter of 2023, the Company granted RSUs to its Board members on an annual basis. In November 2023, the Company granted 496,536 RSUs to employees, including executives. 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 and an award agreement evidencing the grant of RSUs. The RSUs provide for vesting on a straight-line basis over a specified period of time for each award. 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. 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. The following table reflects the activity of RSUs outstanding for the periods presented: Number of RSUs Weighted-Average Issue Price Unvested, December 31, 2023 535,768 $ 9.09 Vested (2,238) 8.81 Granted 502,184 8.00 Forfeitures (10,461) 8.42 Unvested, March 31, 2024 1,025,253 8.56 Number of RSUs Weighted-Average Issue Price Unvested, December 31, 2022 47,723 $ 15.82 Vested (16,011) 14.63 Granted — — Unvested, March 31, 2023 31,712 16.42 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 pursuant to the 2021 Equity Plan, prior to the Internalization Merger, and granted pursuant to the Individual Plan thereafter, and the Restricted Share Plan 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. The Restricted Shares granted to the then employees of the former 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 terminates for any reason. 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. 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, 2023 565,620 $ 12.14 Vested (16,687) 18.98 Granted — — Forfeitures (35,091) 11.12 Unvested, March 31, 2024 513,842 11.99 Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2022 359,840 $ 17.16 Vested — — Granted — — Forfeitures — — Unvested, March 31, 2023 359,840 17.16 PSUs In November 2023, the Compensation Committee approved awards of PSUs pursuant to the Individual Plan to full-time employees of the Company. PSUs may be earned and become vested if the Company’s absolute and relative total shareholder return (“TSR”) performance meets certain criteria (see “Performance Measures” below for more detail) over a three-year period performance period (the “PSU Performance Period”) beginning on October 1, 2023 and ending on September 30, 2026 (the “PSU Measurement Date”) and generally subject to the applicable employee’s continued employment through the PSU Measurement Date. Level of Performance Threshold Target Maximum Potential Number of PSUs to be Issued 234,200 468,392 1,288,072 Under accounting rules, the total fair value of the PSUs granted at the maximum level under the Individual Plan totaled $5.1 million and was fixed as of November 29, 2023, the date that the Board approved the award of PSUs under the Individual Plan (the “PSU Grant Date”). The fair value will not be remeasured in subsequent periods unless the PSUs are amended. The fair value of the PSUs that were granted is being recorded evenly over the requisite service period which is approximately 2.8 years from November 29, 2023, ending on the PSU Measurement Date. Performance Measures: The ultimate amount of PSUs that may become earned and vested on the PSU Measurement Date will equal the sum of: (i) PSUs earned by comparing the Company’s TSR to the MSCI US REIT Index peer group (the “MSCI REIT Index”); (ii) PSUs earned by comparing the Company’s TSR to a custom designed net lease peer group consisting of EPR Properties, LXP Industrial Trust, Broadstone Net Lease, Inc., NNN REIT, Inc. and W.P. Carey Inc. (the “Custom Net Lease Peer Group”); and (iii) PSUs earned by achievement of certain TSR levels (the “Company TSR”). The following table details the number of PSUs that may be earned and vested on the PSU Measurement Date, by each category of performance goal: Target PSUs Percentage of Target PSUs Earned Number of PSUs Earned Company TSR Relative to the MSCI REIT Index: Less than 30 th percentile (Below Threshold) 175,647 — % — 30 th percentile (Threshold) (1) 175,647 50 % 87,825 55 th percentile (Target) (1) 175,647 100 % 175,647 Equal to or greater than 75 th percentile (Maximum) (1) 175,647 275 % 483,027 Company TSR Relative to the Custom Net Lease Peer Group: Less than 30th percentile (Below Threshold) 175,647 — % — 30 th percentile (Threshold) (1) 175,647 50 % 87,825 55 th percentile (Target) (1) 175,647 100 % 175,647 Equal to or greater than 75 th percentile (Maximum) (1) 175,647 275 % 483,027 Company TSR: Less than 8% (Below Threshold) 117,098 — % — 8% (Threshold) (1) 117,098 50 % 58,551 10% (Target) (1) 117,098 100 % 117,098 12% or greater (Maximum) (1) 117,098 275 % 322,018 _________ (1) If amounts fall in between these ranges, the results will be determined using linear interpolation between those percentiles, respectively. Compensation Expense The combined compensation expense for RSUs, Restricted Shares and PSUs was $2.0 million for the three months ended March 31, 2024, and $0.7 million for the three months ended March 31, 2023, which did not include PSUs. Compensation expense for these equity instruments is recorded as equity-based compensation in the accompanying consolidated statements of operations. As of March 31, 2024, the Company had $7.9 million of unrecognized compensation cost related to RSUs granted, which is expected to be recognized over a weighted-average period of 2.7 years. As of March 31, 2024, the Company had $5.1 million of unrecognized compensation cost related to Restricted Share awards granted, which is expected to be recognized over a period of 3.2 years. As of March 31, 2024, the Company had $4.5 million unrecognized compensation cost related to PSUs granted, which is expected to be recognized over a period of 2.5 years. 2018 Omnibus Incentive Compensation Plan of RTL 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. The Company has not issued any awards under the 2018 RTL Equity Plan. Multi-Year Outperformance Agreement With the Former Advisor 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 , and, 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 former 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 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 former Advisor’s service as the Company’s advisor. As noted above and described below, the end date of the performance period was modified to September 11, 2023, the day prior to the Acquisition Date, in connection with the Internalization Merger Agreement. Under 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 below 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). 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). • In September 2023, the Company paid a $2.9 million priority catch-up distribution to the former Advisor in respect of the 883,750 GNL LTIP Units that were earned under the 2021 OPP. Compensation Expense - 2021 OPP During the three months ended March 31, 2023, the Company recorded total compensation expense related to the LTIP Units of $2.2 million. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following is a summary of the basic and diluted net loss per share computation for the periods presented: Three Months Ended March 31, (In thousands, except share and per share data) 2024 2023 Net loss attributable to common stockholders $ (34,687) $ (5,989) Adjustments to net loss attributable to common stockholders for common share equivalents (234) (239) Adjusted net loss attributable to common stockholders $ (34,921) $ (6,228) Weighted average common shares outstanding — Basic and Diluted 230,319,722 103,782,949 Net loss per share attributable to common stockholders — Basic and Diluted $ (0.15) $ (0.06) 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 contain and the unearned GNL LTIP Units, prior to the end of the performance period of September 11, 2023, contained 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 and unearned GNL LTIP Units (prior to the end of the performance period of September 11, 2023) from the numerator. 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 RSUs, unvested Restricted Shares, unvested PSUs and Class A 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 months ended March 31, 2024 and 2023 (see Note 13 — Equity-Based Compensation for additional information on all of the common share equivalents listed in the table below): Three Months Ended March 31, 2024 2023 Unvested RSUs (1) 621,154 47,011 Unvested Restricted Shares (2) 561,724 359,840 Unvested PSUs (3) 1,288,072 — Class A Units (4) 115,857 — GNL LTIP Units (5) — 2,500,000 Total common share equivalents excluded from EPS calculation 2,586,807 2,906,851 (1) There were 1,025,253 and 31,712 unvested RSUs issued and outstanding as of March 31, 2024 and 2023, respectively. (2) There were 513,842 and 359,840 unvested Restricted Shares issued and outstanding as of March 31, 2024 and 2023, respectively. (3) There were 1,288,072 PSUs outstanding as of March 31, 2024 and none outstanding as of March 31, 2023. (4) There were 115,857 Class A Units outstanding as of March 31, 2024 and none outstanding as of March 31, 2023. (5) The performance period under the 2021 OPP was accelerated and ended on September 11, 2023 and 883,750 GNL LTIP Units became earned and vested and Common Stock was issued for the vested GNL LTIP Units. As a result, there were no GNL LTIP Units issued and outstanding under the 2021 OPP as of March 31, 2024 and there were 2,500,000 GNL LTIP Units issued and outstanding under the 2021 OPP as of March 31, 2023. Conditionally issuable shares relating to the 2021 Equity Plan and the 2021 OPP (prior to the end of the performance period of September 11, 2023) are required to 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 PSU share equivalents were included in the computation for the three months ended March 31, 2024 since their impact was anti-dilutive, and none were included for the three months ended March 31, 2023 since they hadn’t been issued yet. • No GNL LTIP Unit share equivalents were included in the computation for the three months ended March 31, 2024 since the performance period ended on September 11, 2023 and they were not included in three and three months ended March 31, 2023 since their impact was anti-dilutive. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting As a result of the Mergers and the related strategic shift in the Company’s operations, the Company has concluded 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. 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 net operating 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 net operating 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. Net Operating 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 net operating income at the segment level to assess and compare property level performance and to make decisions concerning the operation of the properties. The Company believes that the net operating income of each segment is useful as a performance measure because, when compared across periods, the net operating income of each segment 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). The following table provides operating financial information for the Company’s four reportable segments: Three Months Ended March 31, (In thousands) 2024 2023 Industrial & Distribution: Revenue from tenants $ 61,994 $ 52,824 Property operating expense 4,679 3,361 Net Operating Income $ 57,315 $ 49,463 Multi-Tenant Retail: Revenue from tenants $ 66,803 $ — Property operating expense 22,906 — Net Operating Income $ 43,897 $ — Single-Tenant Retail: Revenue from tenants $ 40,786 $ 3,737 Property operating expense 4,770 148 Net Operating Income $ 36,016 $ 3,589 Office: Revenue from tenants $ 36,462 $ 37,771 Property operating expense 5,475 4,637 Net Operating Income $ 30,987 $ 33,134 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 net operating income to consolidated net (loss) income before taxes and consolidated net (loss) income attributable to common stockholders is as follows: Three Months Ended March 31, (In thousands) 2024 2023 Revenue From Tenants: Industrial & Distribution $ 61,994 $ 52,824 Multi-Tenant Retail 66,803 — Single-Tenant Retail 40,786 3,737 Office 36,462 37,771 Total Consolidated Revenue From Tenants $ 206,045 $ 94,332 Net (loss) income before income tax and net (loss) income attributable to common stockholders: Net Operating Income: Industrial & Distribution $ 57,315 $ 49,463 Multi-Tenant Retail 43,897 — Single-Tenant Retail 36,016 3,589 Office 30,987 33,134 Total net operating income 168,215 86,186 Operating fees to related parties — (10,101) Impairment charges (4,327) — Merger, transaction and other costs (761) (99) Settlement costs — — General and administrative (16,177) (5,660) Equity-based compensation (1,973) (2,925) Depreciation and amortization (92,000) (37,029) Gain on dispositions of real estate investments 5,867 — Interest expense (82,753) (26,965) Loss on extinguishment of debt (58) — Gain on derivative instruments 1,588 (1,656) Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness 1,032 — Other income (16) 66 Net (loss) income before income tax (21,363) 1,817 Income tax expense (2,388) (2,707) Net loss (23,751) (890) Preferred stock dividends (10,936) (5,099) Net loss attributable to common stockholders $ (34,687) $ (5,989) The following table reconciles real estate investments, net by segment to consolidated total assets as of the periods presented: (In thousands) March 31, December 31, Investments in real estate, net: Industrial & Distribution $ 2,448,653 $ 2,479,804 Multi-tenant retail 2,132,469 2,174,064 Single-tenant retail 1,629,629 1,687,733 Office 1,207,639 1,230,719 Total investments in real estate, net 7,418,390 7,572,320 Assets held for sale 14,047 3,188 Cash and cash equivalents 131,880 121,566 Restricted cash 51,817 40,833 Derivative assets, at fair value 12,144 10,615 Unbilled straight line rent 86,995 84,254 Operating lease right-of-use asset 75,475 77,008 Prepaid expenses and other assets 110,706 121,997 Deferred tax assets 4,791 4,808 Goodwill and other intangible assets, net 48,540 46,976 Deferred financing costs, net 14,011 15,412 Total assets $ 7,968,796 $ 8,098,977 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
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. Dispositions The Company disposed of seven properties subsequent to March 31, 2024 for an aggregate price of approximately $18.2 million. New CMBS Loan On April 5, 2024, the Company entered into the 2024 CMBS Loan with (i) Bank of Montreal, (ii) Société Générale Financial Corporation, (iii) Barclays Capital Real Estate Inc. and (iv) KeyBank National Association (each individually, a “Lender,” and collectively, the “Lenders”), in the aggregate amount of $237.0 million. The 2024 CMBS Loan is secured by, among other things, first priority mortgages on 20 industrial properties the Company owns across the United States. The 2024 CMBS Loan has a 5-year term, is interest-only (payable monthly) at a fixed rate of 5.74% per year and matures on April 6, 2029. The 2024 CMBS Loan contains certain covenants, including, certain obligations to reserve funds and requires the Company to maintain a net worth of $150.0 million and liquid assets having a market value of at least $10.0 million. Repayment of McLaren Loan |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 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, 2023, 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 27, 2024. 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 three months ended March 31, 2024 (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, income taxes and fair value measurements, as applicable. |
Noncontrolling Interests | Noncontrolling Interests |
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 March 31, 2024, the Company’s leases had a weighted-average remaining lease term of 6.5 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. consolidated balance sheet |
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 |
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 2023 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, 2023. There were no material changes to this assessment as of March 31, 2024. We will continue to assess for triggering events. Should any triggering event occur, we would evaluate the carrying value of our goodwill by segment through an impairment test. If impairment is warranted, the charge would be recorded through the consolidated income statement as a reduction to earnings. |
Reportable Segments | Reportable Segments As of March 31, 2024, 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 |
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 ) 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 | Equity-Based Compensation The Company has stock-based incentive plans under which its directors, officers, employees, consultants or entities that provide services to the Company are, or have historically been, 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. The Company has historically issued restricted shares of Common Stock (“Restricted Shares”), restricted stock units in respect of shares of Common Stock (“RSUs”), and performance stock units (“PSUs”). Also, although none remain outstanding as of March 31, 2024 or December 31, 2023, the Company historically had issued long-term incentive plan units of limited partner interest in the OP (“GNL LTIP Units”) (see below for more information). For additional information on all of the equity-based compensation awards issued by the Company, see Note 13 — Equity-Based Compensation. Multi-Year Outperformance Agreement With Former Advisor On June 2, 2021, the Company entered into the multi-year outperformance agreement in June 2021 with the former Advisor (the “2021 OPP”). 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 (as defined below) of the Mergers. 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). 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 Pending Adoption as of March 31, 2024: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 80) — Improvements to Reportable Segment Disclosures . The new standard requires additional disclosures regarding a company’s segments, including enhanced disclosures about significant segment expenses on an annual and interim basis. However, the new standard does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the new guidance in its Form 10-K for the year ended December 31, 2024 and we don’t expect this to have an impact on its consolidated financial statements as the provisions are related to disclosure only. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740 ) — Improvements to Income Tax Disclosures. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The 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 March 31, 2024 and December 31, 2023, 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 |
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 contain and the unearned GNL LTIP Units, prior to the end of the performance period of September 11, 2023, contained 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 and unearned GNL LTIP Units (prior to the end of the performance period of September 11, 2023) from the numerator. |
The Mergers (Tables)
The Mergers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) 93,432,946 $ 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. The following table presents the allocation of the assets acquired and liabilities assumed during the three months ended March 31, 2023, and, in the case of assets located outside of the U.S., based on the applicable exchange rate at the time of purchase. The Company did not acquire any properties during the three months ended March 31, 2024. All of the acquisitions in the three months ended March 31, 2023 were considered asset acquisitions for accounting purposes. Three Months Ended March 31, (Dollar amounts in thousands) 2023 Assets Acquired: Real estate investments, at cost: Land $ 4,757 Buildings, fixtures and improvements 30,087 Total tangible assets 34,844 Intangibles acquired: In-place leases 4,128 Above-market lease assets 40,964 Total Intangible assets 45,092 Right-of -use asset 1,426 Cash paid for acquired real estate investments $ 81,362 Number of properties purchased 8 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the provisional amounts recognized for the assets acquired and liabilities assumed as of Acquisition Date, as well as adjustments made in the three months ended March 31, 2024 and December 31, 2023 (measurement period adjustments) to the amounts previously reported in the three months ended September 30, 2023. (in thousands) Amounts Recognized as Measurement Amounts Recognized as Assets Acquired: Land $ 954,967 $ 615 $ 955,582 Buildings, fixtures and improvements 2,526,810 349 2,527,159 Total tangible assets 3,481,777 964 (1) 3,482,741 Acquired intangible assets: In-place leases 582,475 (1,045) 581,430 Above-market lease assets 67,718 50 67,768 Total acquired intangible lease assets 650,193 (995) (1) 649,198 Cash 65,223 (607) (2) 64,616 Operating lease right-of-use assets 26,407 10 26,417 Prepaid expenses and other assets 60,862 1,910 (3) 62,772 Goodwill 29,817 (2,765) (4) 27,052 Total assets acquired 4,314,279 (1,483) 4,312,796 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 3 76,685 Accounts payable and accrued expenses 86,031 (1,456) (5) 84,575 Operating lease liabilities 26,407 (30) 26,377 Prepaid rent 18,439 — 18,439 Total liabilities assumed 2,181,264 (1,483) 2,179,781 Total consideration transferred $ 2,133,015 $ — $ 2,133,015 _________ (1) These adjustments were recorded to reflect changes in the estimated fair value of tangible and intangible assets, from the initial provisional estimates, due to the receipt of new information. (2) The decrease in cash was due to the receipt of new information, subsequent to the initial provisional estimates, related to cash acquired as of the Acquisition Date. (3) The net increase in prepaid expenses and other assets was due to the receipt of new information, subsequent to the initial provisional estimates, primarily related to receivables that had previously been deemed uncollectible as of the Acquisition Date. (4) The net decrease in goodwill from the initial provisional valuation reflects the net impact of all measurement period adjustments to the assets acquired and liabilities assumed. (5) |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [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) 93,432,946 $ 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. The following table presents the allocation of the assets acquired and liabilities assumed during the three months ended March 31, 2023, and, in the case of assets located outside of the U.S., based on the applicable exchange rate at the time of purchase. The Company did not acquire any properties during the three months ended March 31, 2024. All of the acquisitions in the three months ended March 31, 2023 were considered asset acquisitions for accounting purposes. Three Months Ended March 31, (Dollar amounts in thousands) 2023 Assets Acquired: Real estate investments, at cost: Land $ 4,757 Buildings, fixtures and improvements 30,087 Total tangible assets 34,844 Intangibles acquired: In-place leases 4,128 Above-market lease assets 40,964 Total Intangible assets 45,092 Right-of -use asset 1,426 Cash paid for acquired real estate investments $ 81,362 Number of properties purchased 8 |
Schedule of Acquisitions by Property Type | The following table summarizes the acquisitions by property type, listed by reportable segment, during the three months ended March 31, 2023: Property Type Number of Properties Square Feet (unaudited) Properties Acquired in 2023: Industrial & Distribution — — Multi-Tenant Retail — — Single-Tenant Retail 8 323,730 Office — — 8 323,730 |
Schedule of Properties Sold | The following table summarizes the aforementioned properties sold: Portfolio Country/States Disposition Month(s) Number of Properties Square Feet (unaudited) Properties Sold in 2024: O’Charley’s AL, IN, TN, MS February & March 5 31,610 Truist Bank FL, GA, TN February & March 11 45,314 Fife Council United Kingdom February 1 37,331 TOMs King PA February 1 4,107 FedEx MN March 1 11,501 19 129,863 |
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 March 31, 2024 and December 31, 2023: (Dollar amounts in thousands) March 31, 2024 December 31, 2023 Real estate investments held for sale, at cost: Land $ 3,185 $ 860 Buildings, fixtures and improvements 9,751 2,349 Acquired intangible lease assets 1,201 — Total real estate assets held for sale, at cost 14,137 3,209 Less accumulated depreciation and amortization (90) (21) Total real estate investments held for sale, net $ 14,047 $ 3,188 |
Schedule of Properties with Significant Annualized Straight-line Rental Income, by Geographical Areas | The following table lists the countries 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 March 31, 2024 and December 31, 2023. No U.S. state had a concentration over 10% as of March 31, 2024 and December 31, 2023. Country / U.S. State March 31, December 31, United States 79.7% 79.7% United Kingdom 11.0% 11.1% |
Mortgage Notes Payable, Net (Ta
Mortgage Notes Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Notes Payable | Mortgage notes payable, net as of March 31, 2024 and December 31, 2023 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio March 31, December 31, Maturity Anticipated Repayment (2) (In thousands) (In thousands) Finland: Finland Properties 5 $ 79,880 $ — 5.1% (3) Fixed/Variable Feb. 2029 Feb. 2029 Finland Properties — — 81,695 2.4% (3) Fixed/Variable Feb. 2024 Feb. 2024 Luxembourg/ The Netherlands: Benelux Properties 3 116,296 129,752 1.4% Fixed Jun. 2024 Jun. 2024 Total EUR denominated 8 196,176 211,447 United Kingdom: McLaren 3 127,503 128,587 6.1% (4) Fixed Apr. 2024 Apr. 2024 Total GBP denominated 3 127,503 128,587 United States: Penske Logistics 1 70,000 70,000 4.7% (5) Fixed Nov. 2028 Nov. 2028 Multi-Tenant Mortgage Loan I 10 162,580 162,580 4.4% (5) Fixed Nov. 2027 Nov. 2027 Multi-Tenant Mortgage Loan II 8 32,750 32,750 4.4% (5) Fixed Feb. 2028 Feb. 2028 Multi-Tenant Mortgage Loan III 7 98,500 98,500 4.9% (5) Fixed Dec. 2028 Dec. 2028 Multi-Tenant Mortgage Loan IV 16 97,500 97,500 4.6% (5) Fixed May 2029 May 2029 Multi-Tenant Mortgage Loan V 11 139,771 139,771 3.7% (5) Fixed Oct. 2029 Oct. 2029 2019 Class A-1 Net-Lease Mortgage Notes 97 110,673 110,815 3.8% Fixed May 2049 May 2026 2019 Class A-2 Net-Lease Mortgage Notes 101 119,257 119,409 4.5% Fixed May 2049 May 2029 2021 Class A-1 Net-Lease Mortgage Notes 43 50,971 50,971 2.2% Fixed May 2051 May 2028 2021 Class A-2 Net-Lease Mortgage Notes 44 88,041 88,041 2.8% Fixed May 2051 May 2031 2021 Class A-3 Net-Lease Mortgage Notes 32 34,997 34,997 3.1% Fixed May 2051 May 2028 2021 Class A-4 Net-Lease Mortgage Notes 33 54,995 54,995 3.7% Fixed May 2051 May 2031 Column Financial Mortgage Notes 352 692,018 697,595 3.8% (6) Fixed Aug. 2025 Aug. 2025 Mortgage Loan II 12 210,000 210,000 4.3% Fixed Jan. 2028 Jan. 2028 Mortgage Loan III 22 33,400 33,400 4.1% Fixed Jan. 2028 Jan. 2028 RTL Multi-Tenant Mortgage II — — 25,000 —% Fixed Feb. 2024 Feb. 2024 McGowin Park 1 39,025 39,025 4.1% Fixed May 2024 May 2024 CMBS Loan 29 260,000 260,000 6.5% Fixed Sept. 2033 Sept. 2033 Total USD denominated 819 2,294,478 2,325,349 Gross mortgage notes payable 830 2,618,157 2,665,383 4.3% Mortgage discounts (129,553) (140,403) Deferred financing costs, net of accumulated amortization (7) (7,341) (7,112) Mortgage notes payable, net 830 $ 2,481,263 $ 2,517,868 4.3% ______________ (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 March 31, 2024. This loan was extended from its original maturity date of February 2024 to February 2029. (4) This mortgage was repaid in April 2024 (see N o te 16 — Subsequent Events for additional information). (5) The borrower’s (wholly-owned subsidiaries of the Company) 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. (6) The Company sold six properties and one property was released from this mortgage by the lender during the quarter ended March 31, 2024. Mortgages for three of the properties were repaid during the quarter ended March 31, 2024, however, the principal balances on the remaining four properties totaling $9.3 million was re-paid in April 2024. (7) 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) March 31, December 31, 3.75% Senior Notes Aggregate principal amount $ 500,000 $ 500,000 Less: Deferred financing costs (5,145) (5,491) 3.75% Senior Notes, net 494,855 494,509 4.50% Senior Notes Aggregate principal amount 500,000 500,000 Less: Discount (103,976) (108,464) 4.50% Senior Notes, net 396,024 391,536 Senior Notes, Net $ 890,879 $ 886,045 |
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 March 31, 2024: (In thousands) Future Principal Payments (1) 2024 (remainder) $ 283,709 2025 693,196 2026 110,292 2027 163,191 2028 531,229 2029 433,506 Thereafter 403,034 Total $ 2,618,157 ______ (1) Assumes exchange rates of £1.00 to $1.26 for British Pounds Sterling (“GBP”) and €1.00 to $1.08 for Euros (“EUR”) as of March 31, 2024 for illustrative purposes, as applicable. |
Revolving Credit Facility (Tabl
Revolving Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Balance Under Credit Agreement | The table below details the outstanding balances as of March 31, 2024 and December 31, 2023 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 included 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. March 31, 2024 December 31, 2023 (In thousands) TOTAL USD (1) USD (3) GBP (4) EUR (5) CAD (6) TOTAL USD (2) USD GBP EUR CAD Revolving Credit Facility $ 1,760,182 $ 1,074,962 £ 252,000 € 314,075 $ 38,000 $ 1,744,182 $ 1,030,962 £ 261,000 € 319,075 $ 38,000 (1) Assumes exchange rates of £1.00 to $1.26 for GBP, €1.00 to $1.08 for EUR and $1.00 Canadian Dollar (“CAD”) to $0.74 as of March 31, 2024 for illustrative purposes, as applicable. (2) Assumes exchange rates of £1.00 to $1.27 for GBP , €1.00 to $1.10 for EUR and $1.00 CAD to $0.75 as of December 31, 2023 for illustrative purposes, as applicable. (3) The USD portion of the Revolving Credit Facility is 28% fixed via swaps and, as of March 31, 2024, had a weighted-average effective interest rate of 7.0% after giving effect to interest rate swaps in place. (4) The GBP portion of Revolving Credit Facility is 79% fixed via swaps and, as of March 31, 2024, had a weighted-average effective interest rate of 6.4%. (5) The EUR portion of Revolving Credit Facility is 100% fixed via swaps and, as of March 31, 2024, had a weighted-average effective interest rate of 2.0% after giving effect to interest rate swaps in place. (6) The CAD portion of Revolving Credit Facility is 100% variable and, as of March 31, 2024, had a weighted-average effective interest rate of 7.2%. |
Senior Notes, Net (Tables)
Senior Notes, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Senior Notes, Net | Mortgage notes payable, net as of March 31, 2024 and December 31, 2023 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio March 31, December 31, Maturity Anticipated Repayment (2) (In thousands) (In thousands) Finland: Finland Properties 5 $ 79,880 $ — 5.1% (3) Fixed/Variable Feb. 2029 Feb. 2029 Finland Properties — — 81,695 2.4% (3) Fixed/Variable Feb. 2024 Feb. 2024 Luxembourg/ The Netherlands: Benelux Properties 3 116,296 129,752 1.4% Fixed Jun. 2024 Jun. 2024 Total EUR denominated 8 196,176 211,447 United Kingdom: McLaren 3 127,503 128,587 6.1% (4) Fixed Apr. 2024 Apr. 2024 Total GBP denominated 3 127,503 128,587 United States: Penske Logistics 1 70,000 70,000 4.7% (5) Fixed Nov. 2028 Nov. 2028 Multi-Tenant Mortgage Loan I 10 162,580 162,580 4.4% (5) Fixed Nov. 2027 Nov. 2027 Multi-Tenant Mortgage Loan II 8 32,750 32,750 4.4% (5) Fixed Feb. 2028 Feb. 2028 Multi-Tenant Mortgage Loan III 7 98,500 98,500 4.9% (5) Fixed Dec. 2028 Dec. 2028 Multi-Tenant Mortgage Loan IV 16 97,500 97,500 4.6% (5) Fixed May 2029 May 2029 Multi-Tenant Mortgage Loan V 11 139,771 139,771 3.7% (5) Fixed Oct. 2029 Oct. 2029 2019 Class A-1 Net-Lease Mortgage Notes 97 110,673 110,815 3.8% Fixed May 2049 May 2026 2019 Class A-2 Net-Lease Mortgage Notes 101 119,257 119,409 4.5% Fixed May 2049 May 2029 2021 Class A-1 Net-Lease Mortgage Notes 43 50,971 50,971 2.2% Fixed May 2051 May 2028 2021 Class A-2 Net-Lease Mortgage Notes 44 88,041 88,041 2.8% Fixed May 2051 May 2031 2021 Class A-3 Net-Lease Mortgage Notes 32 34,997 34,997 3.1% Fixed May 2051 May 2028 2021 Class A-4 Net-Lease Mortgage Notes 33 54,995 54,995 3.7% Fixed May 2051 May 2031 Column Financial Mortgage Notes 352 692,018 697,595 3.8% (6) Fixed Aug. 2025 Aug. 2025 Mortgage Loan II 12 210,000 210,000 4.3% Fixed Jan. 2028 Jan. 2028 Mortgage Loan III 22 33,400 33,400 4.1% Fixed Jan. 2028 Jan. 2028 RTL Multi-Tenant Mortgage II — — 25,000 —% Fixed Feb. 2024 Feb. 2024 McGowin Park 1 39,025 39,025 4.1% Fixed May 2024 May 2024 CMBS Loan 29 260,000 260,000 6.5% Fixed Sept. 2033 Sept. 2033 Total USD denominated 819 2,294,478 2,325,349 Gross mortgage notes payable 830 2,618,157 2,665,383 4.3% Mortgage discounts (129,553) (140,403) Deferred financing costs, net of accumulated amortization (7) (7,341) (7,112) Mortgage notes payable, net 830 $ 2,481,263 $ 2,517,868 4.3% ______________ (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 March 31, 2024. This loan was extended from its original maturity date of February 2024 to February 2029. (4) This mortgage was repaid in April 2024 (see N o te 16 — Subsequent Events for additional information). (5) The borrower’s (wholly-owned subsidiaries of the Company) 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. (6) The Company sold six properties and one property was released from this mortgage by the lender during the quarter ended March 31, 2024. Mortgages for three of the properties were repaid during the quarter ended March 31, 2024, however, the principal balances on the remaining four properties totaling $9.3 million was re-paid in April 2024. (7) 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) March 31, December 31, 3.75% Senior Notes Aggregate principal amount $ 500,000 $ 500,000 Less: Deferred financing costs (5,145) (5,491) 3.75% Senior Notes, net 494,855 494,509 4.50% Senior Notes Aggregate principal amount 500,000 500,000 Less: Discount (103,976) (108,464) 4.50% Senior Notes, net 396,024 391,536 Senior Notes, Net $ 890,879 $ 886,045 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 Foreign currency forwards, net (GBP & EUR) $ — $ (534) $ — $ (534) Interest rate swaps, net (USD,GBP & EUR) $ — $ 8,973 $ — $ 8,973 December 31, 2023 Foreign currency forwards, net (GBP & EUR) $ — $ (1,569) $ — $ (1,569) Interest rate swaps, net (USD,GBP & EUR) $ — $ 7,039 $ — $ 7,039 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023: (In thousands) Balance Sheet Location March 31, December 31, Derivatives designated as hedging instruments: Interest rate “pay-fixed” swaps (USD) Derivative liabilities, at fair value $ — $ (2,110) Interest rate “pay-fixed” swaps (USD) Derivative assets, at fair value 2,282 — Interest rate “pay-fixed” swaps (GBP) Derivative liabilities, at fair value (1,490) — Interest rate “pay-fixed” swaps (EUR) Derivative assets, at fair value 6,651 5,987 Interest rate “pay-fixed” swaps (EUR) Derivative liabilities, at fair value (334) — Total $ 7,109 $ 3,877 Derivatives not designated as hedging instruments: Foreign currency forwards (GBP-USD) Derivative assets, at fair value $ 724 $ 878 Foreign currency forwards (GBP-USD) Derivative liabilities, at fair value (1,565) (1,906) Foreign currency forwards (EUR-USD) Derivative assets, at fair value 623 588 Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (316) (1,129) Interest rate swaps (EUR) Derivative assets, at fair value 1,864 3,162 Total $ 1,330 $ 1,593 |
Schedule of Interest Rate Derivatives | As of March 31, 2024 and December 31, 2023, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: March 31, 2024 December 31, 2023 Derivatives Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Interest rate “pay-fixed” swaps (GBP) 3 $ 200,000 — $ — Interest rate “pay-fixed” swaps (EUR) (1) 11 529,200 11 308,233 Interest rate “pay-fixed” swaps (USD) 5 300,000 5 300,000 Total 19 $ 1,029,200 16 $ 608,233 ________ (1) |
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 March 31, 2024 and 2023. Three Months Ended March 31, (In thousands) 2024 2023 Amount of gain (loss) recognized in AOCI from derivatives $ 6,986 $ (950) Amount of (loss) gain reclassified from AOCI into income as interest expense $ (3,631) $ 3,301 Total interest expense recorded in the consolidated statements of operations $ 82,753 $ 26,965 |
Schedule of Disclosure of Credit Derivatives | As of March 31, 2024 and December 31, 2023, the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. March 31, 2024 December 31, 2023 Derivatives Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP-USD) 35 $ 64,383 29 $ 54,745 Foreign currency forwards (EUR-USD) 30 43,179 28 41,952 Interest rate swaps (EUR) 3 150,640 3 154,062 Total 68 $ 258,202 60 $ 250,759 |
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 March 31, 2024 and December 31, 2023. 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 March 31, 2024 $ 12,144 (3,705) — 8,439 — — $ 8,439 December 31, 2023 $ 10,615 (5,145) — 5,470 — — $ 5,470 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024: (In thousands) Future Base Rent Payments (1) 2024 (remainder) $ 3,198 2025 3,485 2026 3,368 2027 3,395 2028 3,422 Thereafter 79,425 Total minimum lease payments (2) 96,293 Less: Effects of discounting (48,589) Total present value of lease payments $ 47,704 ________ (1) Assumes exchange rates of £1.00 to $1.26 for GBP and €1.00 to $1.08 for EUR as of March 31, 2024 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) | 3 Months Ended |
Mar. 31, 2024 | |
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 during the three months ended March 31, 2023: Three Months Ended March 31, 2023 (In thousands) Incurred Fees (1) : Asset management fees (2) $ 8,364 Property management fees 1,737 Total related party operational fees and reimbursements $ 10,101 ______________ (1) The Company incurred general and administrative costs and other expense reimbursements of approximately $0.3 million for the three months ended March 31, 2023, which are recorded within general and administrative expenses in the consolidated statements of operations and are not reflected in the table above. (2) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 535,768 $ 9.09 Vested (2,238) 8.81 Granted 502,184 8.00 Forfeitures (10,461) 8.42 Unvested, March 31, 2024 1,025,253 8.56 Number of RSUs Weighted-Average Issue Price Unvested, December 31, 2022 47,723 $ 15.82 Vested (16,011) 14.63 Granted — — Unvested, March 31, 2023 31,712 16.42 |
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, 2023 565,620 $ 12.14 Vested (16,687) 18.98 Granted — — Forfeitures (35,091) 11.12 Unvested, March 31, 2024 513,842 11.99 Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2022 359,840 $ 17.16 Vested — — Granted — — Forfeitures — — Unvested, March 31, 2023 359,840 17.16 |
Schedule of Share Based Compensation Potential Number of PSUs That May Be Earned and Vested at Various Levels of Performance | Level of Performance Threshold Target Maximum Potential Number of PSUs to be Issued 234,200 468,392 1,288,072 |
Schedule of Share Based Compensation Total Return | The following table details the number of PSUs that may be earned and vested on the PSU Measurement Date, by each category of performance goal: Target PSUs Percentage of Target PSUs Earned Number of PSUs Earned Company TSR Relative to the MSCI REIT Index: Less than 30 th percentile (Below Threshold) 175,647 — % — 30 th percentile (Threshold) (1) 175,647 50 % 87,825 55 th percentile (Target) (1) 175,647 100 % 175,647 Equal to or greater than 75 th percentile (Maximum) (1) 175,647 275 % 483,027 Company TSR Relative to the Custom Net Lease Peer Group: Less than 30th percentile (Below Threshold) 175,647 — % — 30 th percentile (Threshold) (1) 175,647 50 % 87,825 55 th percentile (Target) (1) 175,647 100 % 175,647 Equal to or greater than 75 th percentile (Maximum) (1) 175,647 275 % 483,027 Company TSR: Less than 8% (Below Threshold) 117,098 — % — 8% (Threshold) (1) 117,098 50 % 58,551 10% (Target) (1) 117,098 100 % 117,098 12% or greater (Maximum) (1) 117,098 275 % 322,018 _________ (1) If amounts fall in between these ranges, the results will be determined using linear interpolation between those percentiles, respectively. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net loss per share computation for the periods presented: Three Months Ended March 31, (In thousands, except share and per share data) 2024 2023 Net loss attributable to common stockholders $ (34,687) $ (5,989) Adjustments to net loss attributable to common stockholders for common share equivalents (234) (239) Adjusted net loss attributable to common stockholders $ (34,921) $ (6,228) Weighted average common shares outstanding — Basic and Diluted 230,319,722 103,782,949 Net loss per share attributable to common stockholders — Basic and Diluted $ (0.15) $ (0.06) |
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 months ended March 31, 2024 and 2023 (see Note 13 — Equity-Based Compensation for additional information on all of the common share equivalents listed in the table below): Three Months Ended March 31, 2024 2023 Unvested RSUs (1) 621,154 47,011 Unvested Restricted Shares (2) 561,724 359,840 Unvested PSUs (3) 1,288,072 — Class A Units (4) 115,857 — GNL LTIP Units (5) — 2,500,000 Total common share equivalents excluded from EPS calculation 2,586,807 2,906,851 (1) There were 1,025,253 and 31,712 unvested RSUs issued and outstanding as of March 31, 2024 and 2023, respectively. (2) There were 513,842 and 359,840 unvested Restricted Shares issued and outstanding as of March 31, 2024 and 2023, respectively. (3) There were 1,288,072 PSUs outstanding as of March 31, 2024 and none outstanding as of March 31, 2023. (4) There were 115,857 Class A Units outstanding as of March 31, 2024 and none outstanding as of March 31, 2023. (5) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, (In thousands) 2024 2023 Industrial & Distribution: Revenue from tenants $ 61,994 $ 52,824 Property operating expense 4,679 3,361 Net Operating Income $ 57,315 $ 49,463 Multi-Tenant Retail: Revenue from tenants $ 66,803 $ — Property operating expense 22,906 — Net Operating Income $ 43,897 $ — Single-Tenant Retail: Revenue from tenants $ 40,786 $ 3,737 Property operating expense 4,770 148 Net Operating Income $ 36,016 $ 3,589 Office: Revenue from tenants $ 36,462 $ 37,771 Property operating expense 5,475 4,637 Net Operating Income $ 30,987 $ 33,134 |
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 net operating income to consolidated net (loss) income before taxes and consolidated net (loss) income attributable to common stockholders is as follows: Three Months Ended March 31, (In thousands) 2024 2023 Revenue From Tenants: Industrial & Distribution $ 61,994 $ 52,824 Multi-Tenant Retail 66,803 — Single-Tenant Retail 40,786 3,737 Office 36,462 37,771 Total Consolidated Revenue From Tenants $ 206,045 $ 94,332 Net (loss) income before income tax and net (loss) income attributable to common stockholders: Net Operating Income: Industrial & Distribution $ 57,315 $ 49,463 Multi-Tenant Retail 43,897 — Single-Tenant Retail 36,016 3,589 Office 30,987 33,134 Total net operating income 168,215 86,186 Operating fees to related parties — (10,101) Impairment charges (4,327) — Merger, transaction and other costs (761) (99) Settlement costs — — General and administrative (16,177) (5,660) Equity-based compensation (1,973) (2,925) Depreciation and amortization (92,000) (37,029) Gain on dispositions of real estate investments 5,867 — Interest expense (82,753) (26,965) Loss on extinguishment of debt (58) — Gain on derivative instruments 1,588 (1,656) Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness 1,032 — Other income (16) 66 Net (loss) income before income tax (21,363) 1,817 Income tax expense (2,388) (2,707) Net loss (23,751) (890) Preferred stock dividends (10,936) (5,099) Net loss attributable to common stockholders $ (34,687) $ (5,989) |
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) March 31, December 31, Investments in real estate, net: Industrial & Distribution $ 2,448,653 $ 2,479,804 Multi-tenant retail 2,132,469 2,174,064 Single-tenant retail 1,629,629 1,687,733 Office 1,207,639 1,230,719 Total investments in real estate, net 7,418,390 7,572,320 Assets held for sale 14,047 3,188 Cash and cash equivalents 131,880 121,566 Restricted cash 51,817 40,833 Derivative assets, at fair value 12,144 10,615 Unbilled straight line rent 86,995 84,254 Operating lease right-of-use asset 75,475 77,008 Prepaid expenses and other assets 110,706 121,997 Deferred tax assets 4,791 4,808 Goodwill and other intangible assets, net 48,540 46,976 Deferred financing costs, net 14,011 15,412 Total assets $ 7,968,796 $ 8,098,977 |
Organization (Details)
Organization (Details) ft² in Millions | 3 Months Ended |
Mar. 31, 2024 ft² property segment | |
Operations [Line Items] | |
Number of Properties | property | 1,277 |
Square Feet (unaudited) | ft² | 66.9 |
Occupancy rate | 92.80% |
Weighted average remaining lease term | 6 years 6 months |
Number of reportable segments | segment | 4 |
Industrial and Distribution Properties | |
Operations [Line Items] | |
Portfolio investment percentage | 32% |
Multi-Tenant Retail | |
Operations [Line Items] | |
Portfolio investment percentage | 28% |
Single-Tenant Retail | |
Operations [Line Items] | |
Portfolio investment percentage | 21% |
Office | |
Operations [Line Items] | |
Portfolio investment percentage | 19% |
United States and Canada | |
Operations [Line Items] | |
Entity-wide revenue percentage | 80% |
Europe | |
Operations [Line Items] | |
Percentage of portfolio investments | 20% |
REIT Merger | |
Operations [Line Items] | |
Number of properties purchased | property | 989 |
REIT Merger And Internalization Merger | |
Operations [Line Items] | |
Number of reportable segments | segment | 4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 USD ($) parcelOfLand segment | Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | ||
Weighted average remaining lease term | 6 years 6 months | |
Number of parcels of land leased | parcelOfLand | 2 | |
Finance lease, carrying value | $ 6,600,000 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other assets | |
Income | $ 200,000 | |
Goodwill impairment | $ 0 | $ 0 |
Number of reportable segments | segment | 4 |
The Mergers - Narrative (Detail
The Mergers - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 12, 2023 USD ($) $ / shares shares | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares | Feb. 26, 2024 $ / shares | May 11, 2023 $ / shares | |
Business Acquisition [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Series A Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, dividend rate | 7.25% | 7.25% | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Series D Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, dividend rate | 7.50% | 7.50% | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Series C Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Series E Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, dividend rate | 7.375% | 7.375% | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
REIT Merger | |||||
Business Acquisition [Line Items] | |||||
Exchange ratio | 0.670 | ||||
REIT Merger | Common Class A | RTL | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
REIT Merger | Series A Preferred Stock | RTL | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, dividend rate | 7.50% | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||
REIT Merger | Series D Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, dividend rate | 7.50% | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||
Fair value of stock issued to holders of RTL shares (in shares) | shares | 7,933,711 | ||||
REIT Merger | Series C Preferred Stock | RTL | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, dividend rate | 7.375% | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||
REIT Merger | Series E Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, dividend rate | 7.375% | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||
Fair value of stock issued to holders of RTL shares (in shares) | shares | 4,595,175 | ||||
Internalization Merger | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 10.97 | ||||
Fair value of stock issued to holders of RTL shares (in shares) | shares | 29,614,825 | ||||
Considered value of common stock to be issued | $ | $ 325 | ||||
Cash consideration paid to AR Global | $ | $ 50 |
The Mergers - Fair Value of Con
The Mergers - Fair Value of Consideration Transferred (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Sep. 12, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | |||
Cash used to repay RTL’s credit facility at closing of the REIT Merger | $ 52,726 | $ 0 | |
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 | |||
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) | 93,432,946 | ||
Price Used to Calculate Fair Value (in dollars per share) | $ 11.11 | ||
Total equity consideration | $ 1,038,040 | ||
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 | |||
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 | 3 Months Ended | 7 Months Ended | ||
Sep. 12, 2023 | Mar. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Assets Acquired: | ||||
Goodwill | $ 48,540 | $ 48,540 | $ 46,976 | |
REIT Merger, OP Merger, And Internalization Merger | ||||
Assets Acquired: | ||||
Land | $ 954,967 | 955,582 | 955,582 | |
Measurement Period Adjustments, Land | 615 | |||
Buildings, fixtures and improvements | 2,526,810 | 2,527,159 | 2,527,159 | |
Measurement Period Adjustments, Buildings, fixtures and improvements | 349 | |||
Total tangible assets | 3,481,777 | 3,482,741 | 3,482,741 | |
Measurement Period Adjustments, Total tangible assets | 964 | |||
Total acquired intangible lease assets | 650,193 | 649,198 | 649,198 | |
Measurement Period Adjustments, Total acquired intangible lease assets | (995) | |||
Cash | 65,223 | 64,616 | 64,616 | |
Measurement Period Adjustments, Cash | (607) | |||
Operating lease right-of-use assets | 26,407 | 26,417 | 26,417 | |
Measurement Period Adjustments, Operating lease right-of-use assets | 10 | |||
Prepaid expenses and other assets | 60,862 | 62,772 | 62,772 | |
Measurement Period Adjustments, Prepaid Expense and Other Assets | 1,910 | |||
Goodwill | 29,817 | 27,052 | 27,052 | |
Measurement Period Adjustments, Goodwill | (2,765) | |||
Total assets acquired | 4,314,279 | 4,312,796 | 4,312,796 | |
Measurement Period Adjustments, Total assets acquired | (1,483) | |||
Liabilities Assumed: | ||||
Mortgage notes payable, net | 1,587,455 | 1,587,455 | 1,587,455 | |
Measurement Period Adjustments, Mortgage notes payable, net | 0 | |||
Senior notes, net | 386,250 | 386,250 | 386,250 | |
Measurement Period Adjustments, Senior notes, net | 0 | |||
Acquired intangible lease liabilities | 76,682 | 76,685 | 76,685 | |
Measurement Period Adjustments, Acquired intangible lease liabilities | 3 | |||
Accounts payable and accrued expenses | 86,031 | 84,575 | 84,575 | |
Measurement Period Adjustments, Accounts payable and accrued expenses | (1,456) | |||
Operating lease liabilities | 26,407 | 26,377 | 26,377 | |
Measurement Period Adjustments, Operating lease liabilities | (30) | |||
Prepaid rent | 18,439 | 18,439 | 18,439 | |
Measurement Period Adjustments, Prepaid rent | 0 | |||
Total liabilities assumed | 2,181,264 | 2,179,781 | 2,179,781 | |
Measurement Period Adjustments, Total liabilities assumed | (1,483) | |||
Total consideration transferred | 2,133,015 | 2,133,015 | ||
Measurement Period Adjustments, Total consideration transferred | 0 | |||
REIT Merger, OP Merger, And Internalization Merger | In-place leases | ||||
Assets Acquired: | ||||
Total acquired intangible lease assets | 582,475 | 581,430 | 581,430 | |
Measurement Period Adjustments, Total acquired intangible lease assets | (1,045) | |||
REIT Merger, OP Merger, And Internalization Merger | Above-market lease assets | ||||
Assets Acquired: | ||||
Total acquired intangible lease assets | $ 67,718 | $ 67,768 | 67,768 | |
Measurement Period Adjustments, Total acquired intangible lease assets | $ 50 |
Real Estate Investments, Net -
Real Estate Investments, Net - Schedule of Property Acquisitions (Details) - Series of Individually Immaterial Asset Acquisitions $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) property | |
Revenue, Major Customer [Line Items] | |
Land | $ 4,757 |
Buildings, fixtures and improvements | 30,087 |
Total tangible assets | 34,844 |
Total Intangible assets | 45,092 |
Right-of -use asset | 1,426 |
Cash paid for acquired real estate investments | $ 81,362 |
Number of properties purchased | property | 8 |
In-place leases | |
Revenue, Major Customer [Line Items] | |
Intangibles acquired | $ 4,128 |
Above-market lease assets | |
Revenue, Major Customer [Line Items] | |
Intangibles acquired | $ 40,964 |
Real Estate Investments, Net _2
Real Estate Investments, Net - Schedule of Acquisitions by Property Type (Details) | Mar. 31, 2024 ft² property | Mar. 31, 2023 ft² property |
Real Estate Properties [Line Items] | ||
Number of Properties | property | 1,277 | |
Square Feet (unaudited) | ft² | 66,900,000 | |
Properties Acquired in 2023 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 8 | |
Square Feet (unaudited) | ft² | 323,730 | |
Industrial & Distribution | Properties Acquired in 2023 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 0 | |
Square Feet (unaudited) | ft² | 0 | |
Multi-Tenant Retail | Properties Acquired in 2023 | ||
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 | 8 | |
Square Feet (unaudited) | ft² | 323,730 | |
Office | Properties Acquired in 2023 | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 0 | |
Square Feet (unaudited) | ft² | 0 |
Real Estate Investments, Net _3
Real Estate Investments, Net - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) property | Mar. 31, 2023 USD ($) | Dec. 31, 2023 property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charges on intangible assets | $ | $ 4,300,000 | ||
Impairment charges | $ | 4,327,000 | $ 0 | |
Gain on dispositions of real estate investments | $ | $ 5,867,000 | 0 | |
Number of real estate properties held for sale | 6 | 6 | |
United States | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of impaired properties | 6 | ||
Properties Sold | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of Properties | 0 | ||
REIT Merger | Properties Sold | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of Properties | 19 | ||
Number of real estate properties acquired | 17 | ||
In-place leases | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charges on intangible assets | $ | $ 0 | $ 0 |
Real Estate Investments, Net _4
Real Estate Investments, Net - Schedule of Real Estate Dispositions (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2024 ft² property | Feb. 29, 2024 ft² property | Mar. 31, 2024 ft² property | Mar. 31, 2024 ft² property | |
Real Estate [Line Items] | ||||
Square Feet (unaudited) | 66,900,000 | 66,900,000 | 66,900,000 | |
Properties Sold In 2024 | ||||
Real Estate [Line Items] | ||||
Number of Properties | property | 19 | |||
Square Feet (unaudited) | 129,863 | 129,863 | 129,863 | |
O’Charley’s, AL, IN, TN, MS | ||||
Real Estate [Line Items] | ||||
Number of Properties | property | 5 | |||
Square Feet (unaudited) | 31,610 | 31,610 | 31,610 | |
Truist Bank, FL, GA, TN | ||||
Real Estate [Line Items] | ||||
Number of Properties | property | 11 | |||
Square Feet (unaudited) | 45,314 | 45,314 | 45,314 | |
Fife Council, United Kingdom | ||||
Real Estate [Line Items] | ||||
Number of Properties | property | 1 | |||
Square Feet (unaudited) | 37,331 | |||
TOMs King, PA | ||||
Real Estate [Line Items] | ||||
Number of Properties | property | 1 | |||
Square Feet (unaudited) | 4,107 | |||
FedEx, MN | ||||
Real Estate [Line Items] | ||||
Number of Properties | property | 1 | |||
Square Feet (unaudited) | 11,501 | 11,501 | 11,501 |
Real Estate Investments, Net _5
Real Estate Investments, Net - Properties Classified as Held-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total real estate assets held for sale, at cost | $ 14,137 | $ 3,209 |
Less accumulated depreciation and amortization | (90) | (21) |
Total real estate investments held for sale, net | 14,047 | 3,188 |
Acquired intangible lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate assets held for sale, at cost | 1,201 | 0 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate assets held for sale, at cost | 3,185 | 860 |
Buildings, fixtures and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate assets held for sale, at cost | $ 9,751 | $ 2,349 |
Real Estate Investments, Net _6
Real Estate Investments, Net - Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
United States | ||
Real Estate Investments [Line Items] | ||
Entity-wide revenue percentage | 79.70% | 79.70% |
United Kingdom | ||
Real Estate Investments [Line Items] | ||
Entity-wide revenue percentage | 11% | 11.10% |
Mortgage Notes Payable, Net - S
Mortgage Notes Payable, Net - Schedule of Long-term Debt Instruments (Details) £ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2024 USD ($) property | Mar. 31, 2024 USD ($) property | Apr. 30, 2024 GBP (£) | Apr. 05, 2024 USD ($) property | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Mortgage notes payable, net | $ 2,481,263 | $ 2,517,868 | |||
Mortgage Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 830 | ||||
Outstanding loan amount | $ 2,618,157 | 2,665,383 | |||
Effective Interest Rate | 4.30% | ||||
Mortgage discounts | $ (129,553) | (140,403) | |||
Less: Deferred financing costs | (7,341) | (7,112) | |||
Mortgage notes payable, net | $ 2,481,263 | 2,517,868 | |||
Mortgage Notes Payable | Finland Properties | |||||
Debt Instrument [Line Items] | |||||
Percentage fixed interest rate | 80% | ||||
Percentage variable interest rate | 20% | ||||
Mortgage Notes Payable | Finland Properties | Euribor Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread | 1.40% | ||||
Mortgage Notes Payable | Column Financial Mortgage Notes | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 9,300 | ||||
Mortgage Notes Payable | EUR | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 8 | ||||
Outstanding loan amount | $ 196,176 | 211,447 | |||
Mortgage Notes Payable | EUR | Finland Properties | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 5 | ||||
Outstanding loan amount | $ 79,880 | 0 | |||
Effective Interest Rate | 5.10% | ||||
Mortgage Notes Payable | EUR | Finland Properties | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 0 | ||||
Outstanding loan amount | $ 0 | 81,695 | |||
Effective Interest Rate | 2.40% | ||||
Mortgage Notes Payable | EUR | Benelux Properties | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 3 | ||||
Outstanding loan amount | $ 116,296 | 129,752 | |||
Effective Interest Rate | 1.40% | ||||
Mortgage Notes Payable | GBP | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 3 | ||||
Outstanding loan amount | $ 127,503 | 128,587 | |||
Mortgage Notes Payable | GBP | McLaren | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 3 | ||||
Outstanding loan amount | $ 127,503 | 128,587 | |||
Effective Interest Rate | 6.10% | ||||
Mortgage Notes Payable | GBP | McLaren | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Outstanding loan amount | £ | £ 101 | ||||
Mortgage Notes Payable | USD | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 819 | ||||
Outstanding loan amount | $ 2,294,478 | 2,325,349 | |||
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 | 11 | ||||
Outstanding loan amount | $ 139,771 | 139,771 | |||
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 | $ 110,673 | 110,815 | |||
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 | $ 119,257 | 119,409 | |||
Effective Interest Rate | 4.50% | ||||
Mortgage Notes Payable | USD | 2021 Class A-1 Net-Lease Mortgage Notes | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 43 | ||||
Outstanding loan amount | $ 50,971 | 50,971 | |||
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 | $ 88,041 | 88,041 | |||
Effective Interest Rate | 2.80% | ||||
Mortgage Notes Payable | USD | 2021 Class A-3 Net-Lease Mortgage Notes | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 32 | ||||
Outstanding loan amount | $ 34,997 | 34,997 | |||
Effective Interest Rate | 3.10% | ||||
Mortgage Notes Payable | USD | 2021 Class A-4 Net-Lease Mortgage Notes | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 33 | ||||
Outstanding loan amount | $ 54,995 | 54,995 | |||
Effective Interest Rate | 3.70% | ||||
Mortgage Notes Payable | USD | Column Financial Mortgage Notes | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 352 | ||||
Outstanding loan amount | $ 692,018 | 697,595 | |||
Effective Interest Rate | 3.80% | ||||
Number of Properties | property | 6 | ||||
Number of real estate properties released by lender | property | 1 | ||||
Number of real estate properties repaid | property | 3 | ||||
Mortgage Notes Payable | USD | Column Financial Mortgage Notes | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Number of real estate properties remaining properties | property | 4 | ||||
Mortgage Notes Payable | USD | Mortgage Loan II | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 12 | ||||
Outstanding loan amount | $ 210,000 | 210,000 | |||
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 | 33,400 | |||
Effective Interest Rate | 4.10% | ||||
Mortgage Notes Payable | USD | RTL Multi-Tenant Mortgage II | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 0 | ||||
Outstanding loan amount | $ 0 | 25,000 | |||
Effective Interest Rate | 0% | ||||
Mortgage Notes Payable | USD | McGowin Park | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 1 | ||||
Outstanding loan amount | $ 39,025 | 39,025 | |||
Effective Interest Rate | 4.10% | ||||
Mortgage Notes Payable | USD | CMBS Loan | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 29 | ||||
Outstanding loan amount | $ 260,000 | $ 260,000 | |||
Effective Interest Rate | 6.50% | ||||
Mortgage Notes Payable | USD | CMBS Loan | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | property | 20 | ||||
Outstanding loan amount | $ 237,000 | ||||
Effective Interest Rate | 5.74% |
Mortgage Notes Payable, Net -_2
Mortgage Notes Payable, Net - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Mar. 31, 2024 USD ($) | Mar. 31, 2024 $ / € | Mar. 31, 2024 $ / $ | Mar. 31, 2024 $ / £ | Dec. 31, 2023 USD ($) | Dec. 31, 2023 $ / € | Dec. 31, 2023 $ / $ | Dec. 31, 2023 $ / £ |
Debt Instrument [Line Items] | ||||||||
Foreign currency exchange rate (gbp, eur per usd) | 1.08 | 0.74 | 1.26 | 1.10 | 0.75 | 1.27 | ||
Mortgage Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
2024 (remainder) | $ 283,709 | |||||||
2025 | 693,196 | |||||||
2026 | 110,292 | |||||||
2027 | 163,191 | |||||||
2028 | 531,229 | |||||||
2029 | 433,506 | |||||||
Thereafter | 403,034 | |||||||
Term Loan | $ 2,618,157 | $ 2,665,383 |
Mortgage Notes Payable, Net - N
Mortgage Notes Payable, Net - Narrative (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Debt Instrument [Line Items] | |
Carrying value of encumbered assets | $ 4,870 |
Line of Credit | |
Debt Instrument [Line Items] | |
Carrying value of encumbered assets | $ 4,860 |
Revolving Credit Facility - Nar
Revolving Credit Facility - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||
Sep. 12, 2023 USD ($) | Apr. 08, 2022 | Mar. 31, 2024 USD ($) extension $ / shares | Jun. 30, 2020 | Dec. 31, 2023 $ / 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 Amendment | KeyBank National Association | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate spread | 0% | |||||
Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Weighted-average effective interest rate | 5.90% | |||||
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 | ||||
Revolving Credit Facility | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Available for future borrowings | $ 43,500,000 | |||||
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% | |||||
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 | 3 Months Ended | ||||||||||||||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 | Mar. 31, 2024 GBP (£) | Mar. 31, 2024 EUR (€) | Mar. 31, 2024 CAD ($) | Mar. 31, 2024 $ / € | Mar. 31, 2024 $ / $ | Mar. 31, 2024 $ / £ | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 CAD ($) | Dec. 31, 2023 $ / € | Dec. 31, 2023 $ / $ | Dec. 31, 2023 $ / £ | |
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | $ 1,760,182 | $ 1,744,182 | |||||||||||||
Foreign currency exchange rate (gbp, eur, cad per usd) | 1.08 | 0.74 | 1.26 | 1.10 | 0.75 | 1.27 | |||||||||
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 | 1,760,182 | 1,744,182 | |||||||||||||
KeyBank National Association | Credit Facility | Unsecured Debt | Revolving Credit Facility | USD | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | $ 1,074,962 | $ 1,030,962 | |||||||||||||
Stated interest rate | 28% | ||||||||||||||
Weighted-average effective interest rate | 7% | ||||||||||||||
KeyBank National Association | Credit Facility | Unsecured Debt | Revolving Credit Facility | GBP | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | £ | £ 252,000 | £ 261,000 | |||||||||||||
Weighted-average effective interest rate | 6.40% | ||||||||||||||
Interest rate spread | 79% | ||||||||||||||
KeyBank National Association | Credit Facility | Unsecured Debt | Revolving Credit Facility | EUR | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving Credit Facility | € | € 314,075 | € 319,075 | |||||||||||||
Stated interest rate | 100% | ||||||||||||||
Weighted-average effective interest rate | 2% | ||||||||||||||
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 | 7.20% | ||||||||||||||
Interest rate spread | 100% |
Senior Notes, Net - Schedule of
Senior Notes, Net - Schedule of Senior Notes, Net (Details) - Senior Notes - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 07, 2021 | Dec. 16, 2020 |
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.50% | |||
Total Credit Facility | $ 890,879 | $ 886,045 | ||
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 | (5,145) | (5,491) | ||
Total Credit Facility | $ 494,855 | 494,509 | ||
Senior Notes 4.50 Percent | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.50% | |||
Aggregate principal amount | $ 500,000 | 500,000 | ||
Less: Discount | (103,976) | (108,464) | ||
Total Credit Facility | $ 396,024 | $ 391,536 |
Senior Notes, Net - Narrative (
Senior Notes, Net - Narrative (Details) - Senior Notes - USD ($) | Mar. 31, 2024 | 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% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value, Financial Instruments Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | $ (534) | $ (1,569) |
Interest rate swaps, net (USD,GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net | 8,973 | 7,039 |
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 | (534) | (1,569) |
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 | 8,973 | 7,039 |
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 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 07, 2021 | Dec. 16, 2020 |
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% | ||
Senior Notes | Senior Notes 4.50 Percent | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Stated interest rate | 4.50% | |||
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% | |||
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% | |||
Significant Unobservable Inputs Level 3 | Carrying Value | Mortgage Notes Payable | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, fair value | $ 2,600 | $ 2,700 | ||
Significant Unobservable Inputs Level 3 | Carrying Value | Revolving Credit Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, fair value | 1,800 | 1,700 | ||
Significant Unobservable Inputs Level 3 | Carrying Value | Senior Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, fair value | 500 | 500 | ||
Significant Unobservable Inputs Level 3 | Carrying Value | Senior Notes | Senior Notes 4.50 Percent | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, fair value | 500 | 500 | ||
Significant Unobservable Inputs Level 3 | Estimate of Fair Value Measurement | Mortgage Notes Payable | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, fair value | 2,400 | 2,500 | ||
Significant Unobservable Inputs Level 3 | Estimate of Fair Value Measurement | Revolving Credit Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, fair value | 1,800 | 1,700 | ||
Significant Unobservable Inputs Level 3 | Estimate of Fair Value Measurement | Senior Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, fair value | 430 | 416.3 | ||
Significant Unobservable Inputs Level 3 | Estimate of Fair Value Measurement | Senior Notes | Senior Notes 4.50 Percent | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, fair value | $ 428.8 | $ 422.5 |
Derivative and Hedging Activiti
Derivative and Hedging Activities - Schedule of Derivative Instruments in Statement of Financial Positions, Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Derivatives, Fair Value [Line Items] | ||
Net Amounts of (Liabilities) Assets presented on the Balance Sheet | $ 8,439 | $ 5,470 |
Swap | Derivatives designated as hedging instruments | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Net Amounts of (Liabilities) Assets presented on the Balance Sheet | 7,109 | 3,877 |
Swap | Derivatives designated as hedging instruments | USD | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities, at fair value | 0 | (2,110) |
Derivative assets, at fair value | 2,282 | 0 |
Swap | Derivatives designated as hedging instruments | GBP | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities, at fair value | (1,490) | 0 |
Swap | Derivatives designated as hedging instruments | EUR | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities, at fair value | (334) | 0 |
Derivative assets, at fair value | 6,651 | 5,987 |
Swap | Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Net Amounts of (Liabilities) Assets presented on the Balance Sheet | 1,330 | 1,593 |
Swap | Derivatives not designated as hedging instruments | GBP | Foreign currency forwards | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities, at fair value | (1,565) | (1,906) |
Derivative assets, at fair value | 724 | 878 |
Swap | Derivatives not designated as hedging instruments | EUR | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, at fair value | 1,864 | 3,162 |
Swap | Derivatives not designated as hedging instruments | EUR | Foreign currency forwards | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities, at fair value | (316) | (1,129) |
Derivative assets, at fair value | $ 623 | $ 588 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Income to be reclassified from other comprehensive income | $ 11,400 | |
Gain due to currency changes on undesignated excess foreign currency advances | 1,000 | $ 0 |
Gain (loss) on derivative instruments | (1,588) | 1,656 |
Not Designated as Hedging Instrument | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | $ 1,600 | $ 1,700 |
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, € in Millions | Mar. 31, 2024 USD ($) derivative | Dec. 31, 2023 USD ($) derivative | Jul. 31, 2023 EUR (€) |
Derivative [Line Items] | |||
Number of Instruments | derivative | 19 | 16 | |
Notional Amount | $ | $ 1,029,200 | $ 608,233 | |
GBP | |||
Derivative [Line Items] | |||
Number of Instruments | derivative | 3 | 0 | |
Notional Amount | $ | $ 200,000 | $ 0 | |
EUR | |||
Derivative [Line Items] | |||
Number of Instruments | derivative | 11 | 11 | |
Notional Amount | $ | $ 529,200 | $ 308,233 | |
Additional interest rate swaps not yet effective | € | € 250 | ||
USD | |||
Derivative [Line Items] | |||
Number of Instruments | derivative | 5 | 5 | |
Notional Amount | $ | $ 300,000 | $ 300,000 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total interest expense recorded in the consolidated statements of operations | $ 82,753 | $ 26,965 |
Interest Rate Swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) recognized in AOCI from derivatives | 6,986 | (950) |
Interest Rate Swaps | Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (loss) gain reclassified from AOCI into income as interest expense | $ (3,631) | $ 3,301 |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - Foreign Cross Currency Derivatives (Details) - Not Designated as Hedging Instrument $ in Thousands | Mar. 31, 2024 USD ($) derivative | Dec. 31, 2023 USD ($) derivative |
Derivative [Line Items] | ||
Number of Instruments | derivative | 68 | 60 |
Notional Amount | $ | $ 258,202 | $ 250,759 |
Foreign currency forwards | GBP-USD | Foreign currency forwards | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 35 | 29 |
Notional Amount | $ | $ 64,383 | $ 54,745 |
Foreign currency forwards | EUR-USD | Foreign currency forwards | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 30 | 28 |
Notional Amount | $ | $ 43,179 | $ 41,952 |
Interest Rate Swaps | EUR-USD | Swap | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 3 | 3 |
Notional Amount | $ | $ 150,640 | $ 154,062 |
Derivatives and Hedging Activ_7
Derivatives and Hedging Activities - Offsetting Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 12,144 | $ 10,615 |
Gross Amounts of Recognized (Liabilities) | (3,705) | (5,145) |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of (Liabilities) Assets presented on the Balance Sheet | 8,439 | 5,470 |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | $ 8,439 | $ 5,470 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Sock Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Nov. 30, 2022 | Nov. 29, 2022 | |
Class of Stock [Line Items] | |||||
Common stock, issued (in shares) | 230,846,571 | 230,885,197 | |||
Common stock, outstanding (in shares) | 230,846,571 | 230,885,197 | |||
At-the-Market Program | Related Party | |||||
Class of Stock [Line Items] | |||||
Number of shares issued (in shares) | 0 | 0 | |||
Agent | At-the-Market Program | |||||
Class of Stock [Line Items] | |||||
Aggregate common stock offering price | $ 285 | $ 500 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Narrative (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Feb. 26, 2024 | Dec. 31, 2023 | Nov. 30, 2022 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||
Preferred stock, authorized (in shares) | 40,000,000 | |||||
Convertible preferred stock (in shares) | 100,000 | |||||
Related Party | At-the-Market Program | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 0 | 0 | ||||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, authorized (in shares) | 9,959,650 | 9,959,650 | ||||
Preferred stock, outstanding (in shares) | 6,799,467 | 6,799,467 | ||||
Preferred stock, issued (in shares) | 6,799,467 | 6,799,467 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Series B Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, authorized (in shares) | 11,450,000 | 11,450,000 | ||||
Preferred stock, outstanding (in shares) | 4,695,887 | 4,695,887 | ||||
Preferred stock, issued (in shares) | 4,695,887 | 4,695,887 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Series B Preferred Stock | Agent | At-the-Market Program | ||||||
Class of Stock [Line Items] | ||||||
Equity offering proceeds authorized | $ 170,000,000 | $ 200,000,000 | ||||
Series B Preferred Stock | Related Party | At-the-Market Program | Agent | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 0 | 0 | ||||
Series C Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, authorized (in shares) | 100,000 | 100,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Convertible preferred stock (in shares) | 100,000 | |||||
Series D Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, authorized (in shares) | 7,933,711 | 7,933,711 | ||||
Preferred stock, outstanding (in shares) | 7,933,711 | 7,933,711 | ||||
Preferred stock, issued (in shares) | 7,933,711 | 7,933,711 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Series E Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, authorized (in shares) | 4,595,175 | 4,595,175 | ||||
Preferred stock, outstanding (in shares) | 4,595,175 | 4,595,175 | ||||
Preferred stock, issued (in shares) | 4,595,175 | 4,595,175 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends Narrative (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 26, 2024 | Oct. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||||
Common stock dividend rate (in dollars per share) | $ 1.10 | $ 1.60 | |||
Common stock, monthly dividend rate (in dollars per share) | $ 0.275 | $ 0.40 | |||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
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 | |||
Series B Preferred Stock | |||||
Class of Stock [Line Items] | |||||
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 | |||
Series D Preferred Stock | |||||
Class of Stock [Line Items] | |||||
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 | |||
Series E Preferred Stock | |||||
Class of Stock [Line Items] | |||||
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 | |||
REIT Merger And Internalization Merger | |||||
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 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) property | Mar. 31, 2023 USD ($) property | Dec. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |||
Number of properties subject to ground leases | property | 18 | 2 | |
Number additional ground leases | property | 2 | ||
Operating lease right-of-use asset (Note 11) | $ 75,475 | $ 77,008 | |
Total present value of lease payments | $ 47,704 | $ 48,369 | |
Weighted average remaining lease term | 25 years 9 months 18 days | ||
Weighted average discount rate | 6.05% | ||
Payments | $ 1,000 | $ 300 | |
Expense | $ 400 | $ 300 | |
Minimum | |||
Loss Contingencies [Line Items] | |||
Term of contract | 10 months 2 days | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Term of contract | 120 years | ||
RTL Acquisition | |||
Loss Contingencies [Line Items] | |||
Number of properties subject to ground leases | property | 7 |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Leases Future Minimum Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) | Mar. 31, 2024 $ / € | Mar. 31, 2024 $ / $ | Mar. 31, 2024 $ / £ | Dec. 31, 2023 USD ($) | Dec. 31, 2023 $ / € | Dec. 31, 2023 $ / $ | Dec. 31, 2023 $ / £ |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||||||||
2024 (remainder) | $ 3,198 | |||||||
2025 | 3,485 | |||||||
2026 | 3,368 | |||||||
2027 | 3,395 | |||||||
2028 | 3,422 | |||||||
Thereafter | 79,425 | |||||||
Total minimum lease payments | 96,293 | |||||||
Less: Effects of discounting | (48,589) | |||||||
Total present value of lease payments | $ 47,704 | $ 48,369 | ||||||
Foreign currency exchange rate (gbp, eur per usd) | 1.08 | 0.74 | 1.26 | 1.10 | 0.75 | 1.27 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2024 | Mar. 31, 2023 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% | |||||
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% | |||||
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% | |||||
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% | |||||
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% | |||||
Advisory Agreement | Advisor | ||||||
Related Party Transaction [Line Items] | ||||||
Minimum monthly base management fee | $ 18,000,000 | |||||
Amended Advisory Agreement, variable fee payable | 1.25% | |||||
Advisory Agreement | Advisor | Incurred | Incurred | Incentive compensation | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 0 | |||||
Amended Advisory Agreement | Advisor | ||||||
Related Party Transaction [Line Items] | ||||||
Amended Advisory Agreement, incentive compensation payable in cash | 50% | |||||
Amended Advisory Agreement, incentive compensation payable in shares | 50% |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
General and administrative | $ 16,177 | $ 5,660 |
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 | 3,900 | |
Incurred | ||
Related Party Transaction [Line Items] | ||
General and administrative | 300 | |
Incurred | Related Party | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 10,101 | |
Incurred | Recurring Fees | Asset management fees | Related Party | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 8,364 | |
Incurred | Recurring Fees | Property management fees | Related Party | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 1,737 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||
Nov. 29, 2023 | Sep. 12, 2023 | Sep. 11, 2023 | Jun. 02, 2021 | Nov. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 03, 2021 | Apr. 12, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity-based compensation, net of forfeitures | $ 1,973 | $ 2,925 | ||||||||
Non-controlling interest | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity-based compensation, net of forfeitures | $ 453 | 2,246 | ||||||||
Restricted Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 496,536 | |||||||||
Restricted Shares | Tranche one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting percent | 50% | |||||||||
Restricted Shares | Advisor | Tranche four | ||||||||||
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 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% | |||||||||
Unvested PSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Compensation expense | $ 4,500 | |||||||||
Weighted average period of recognition | 2 years 6 months | |||||||||
LTIP Units | Advisor | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Payments of distributions | $ 2,900 | |||||||||
2021 Equity Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 6,300,000 | |||||||||
Long-Term Incentive Plan | Unvested PSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity fair value | $ 5,100 | |||||||||
Requisite service period | 2 years 9 months 18 days | |||||||||
Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity based compensation | $ 2,000 | $ 700 | ||||||||
Compensation expense | $ 7,900 | |||||||||
Weighted average period of recognition | 2 years 8 months 12 days | |||||||||
Restricted Share Plan | Restricted Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 0 | 0 | ||||||||
Compensation expense | $ 5,100 | |||||||||
Weighted average period of recognition | 3 years 2 months 12 days | |||||||||
RTL Restricted Shares that vested (in shares) | 16,687 | 0 | ||||||||
Forfeitures (in shares) | 35,091 | 0 | ||||||||
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 | |||||||||
2021 OPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized | $ 50,000 | |||||||||
Share price (in dollars per share) | $ 20 | |||||||||
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 | LTIP Units | Share-based Payment Arrangement, Nonemployee | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity fair value | $ 27,700 | |||||||||
2021 OPP | LTIP Units | Advisor | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 2,500,000 | |||||||||
RTL Restricted Shares that vested (in shares) | 883,750 | |||||||||
Forfeitures (in shares) | 1,616,250 | |||||||||
2018 Multi Year Outperformance Plan | Share-based Payment Arrangement, Nonemployee | Non-controlling interest | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity-based compensation, net of forfeitures | $ 2,200 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Restricted Share Award Activity (Details) - $ / shares | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Shares | |||
Number of RSUs | |||
Granted (in shares) | 496,536 | ||
Restricted Share Plan | Unvested RSUs | |||
Number of RSUs | |||
Unvested, beginning balance (in shares) | 535,768 | 47,723 | |
Vested (in shares) | (2,238) | (16,011) | |
Granted (in shares) | 502,184 | 0 | |
Forfeitures (in shares) | (10,461) | ||
Unvested, ending balance (in shares) | 1,025,253 | 31,712 | |
Weighted-Average Issue Price | |||
Unvested, beginning balance (in dollars per share) | $ 9.09 | $ 15.82 | |
Vested (in dollars per share) | 8.81 | 14.63 | |
Granted (in dollars per share) | 8 | 0 | |
Forfeitures (in dollars per share) | 8.42 | ||
Unvested, ending balance (in dollars per share) | $ 8.56 | $ 16.42 | |
Restricted Share Plan | Restricted Shares | |||
Number of RSUs | |||
Unvested, beginning balance (in shares) | 565,620 | 359,840 | |
Vested (in shares) | (16,687) | 0 | |
Granted (in shares) | 0 | 0 | |
Forfeitures (in shares) | (35,091) | 0 | |
Unvested, ending balance (in shares) | 513,842 | 359,840 | |
Weighted-Average Issue Price | |||
Unvested, beginning balance (in dollars per share) | $ 12.14 | $ 17.16 | |
Vested (in dollars per share) | 18.98 | 0 | |
Granted (in dollars per share) | 0 | 0 | |
Forfeitures (in dollars per share) | 11.12 | 0 | |
Unvested, ending balance (in dollars per share) | $ 11.99 | $ 17.16 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Share Based Compensation Potential Number of PSUs That May Be Earned and Vested at Various Levels of Performance (Details) - Unvested PSUs | 1 Months Ended |
Nov. 30, 2023 shares | |
Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Potential Number of PSUs to be Issued (in shares) | 234,200 |
Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Potential Number of PSUs to be Issued (in shares) | 468,392 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Potential Number of PSUs to be Issued (in shares) | 1,288,072 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Schedule of Share Based Compensation Number of PSUs That May Be Earned And Vested, Weighted by Each Category of Performance Goal (Details) - Unvested PSUs | 3 Months Ended |
Mar. 31, 2024 shares | |
Company TSR Relative to the MSCI REIT Index | Below Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 30% |
Target PSUs - Weighted (in shares) | 175,647 |
Percentage of Target PSUs Earned | 0% |
Number of PSUs Earned (in shares) | 0 |
Company TSR Relative to the MSCI REIT Index | Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 30% |
Target PSUs - Weighted (in shares) | 175,647 |
Percentage of Target PSUs Earned | 50% |
Number of PSUs Earned (in shares) | 87,825 |
Company TSR Relative to the MSCI REIT Index | Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 55% |
Target PSUs - Weighted (in shares) | 175,647 |
Percentage of Target PSUs Earned | 100% |
Number of PSUs Earned (in shares) | 175,647 |
Company TSR Relative to the MSCI REIT Index | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 75% |
Target PSUs - Weighted (in shares) | 175,647 |
Percentage of Target PSUs Earned | 275% |
Number of PSUs Earned (in shares) | 483,027 |
Company TSR Relative to the Custom Net Lease Peer Group | Below Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 30% |
Target PSUs - Weighted (in shares) | 175,647 |
Percentage of Target PSUs Earned | 0% |
Number of PSUs Earned (in shares) | 0 |
Company TSR Relative to the Custom Net Lease Peer Group | Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 30% |
Target PSUs - Weighted (in shares) | 175,647 |
Percentage of Target PSUs Earned | 50% |
Number of PSUs Earned (in shares) | 87,825 |
Company TSR Relative to the Custom Net Lease Peer Group | Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 55% |
Target PSUs - Weighted (in shares) | 175,647 |
Percentage of Target PSUs Earned | 100% |
Number of PSUs Earned (in shares) | 175,647 |
Company TSR Relative to the Custom Net Lease Peer Group | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 75% |
Target PSUs - Weighted (in shares) | 175,647 |
Percentage of Target PSUs Earned | 275% |
Number of PSUs Earned (in shares) | 483,027 |
Company TSR | Below Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 8% |
Target PSUs - Weighted (in shares) | 117,098 |
Percentage of Target PSUs Earned | 0% |
Number of PSUs Earned (in shares) | 0 |
Company TSR | Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 8% |
Target PSUs - Weighted (in shares) | 117,098 |
Percentage of Target PSUs Earned | 50% |
Number of PSUs Earned (in shares) | 58,551 |
Company TSR | Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 10% |
Target PSUs - Weighted (in shares) | 117,098 |
Percentage of Target PSUs Earned | 100% |
Number of PSUs Earned (in shares) | 117,098 |
Company TSR | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of performance level | 12% |
Target PSUs - Weighted (in shares) | 117,098 |
Percentage of Target PSUs Earned | 275% |
Number of PSUs Earned (in shares) | 322,018 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders | $ (34,687) | $ (5,989) |
Adjustments to net loss attributable to common stockholders for common share equivalents | (234) | (239) |
Adjusted net loss attributable to common stockholders | $ (34,921) | $ (6,228) |
Weighted average common shares outstanding — Basic (in shares) | 230,319,722 | 103,782,949 |
Weighted average common shares outstanding — Diluted (in shares) | 230,319,722 | 103,782,949 |
Net loss per share attributable to common stockholders — Basic (in dollars per share) | $ (0.15) | $ (0.06) |
Net loss per share attributable to common stockholders — Diluted (in dollars per share) | $ (0.15) | $ (0.06) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | ||
Sep. 11, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Total common share equivalents excluded from EPS calculation (in shares) | 2,586,807 | 2,906,851 | |
Restricted Shares | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Shares issued during the period (in shares) | 513,842 | 359,840 | |
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 | ||
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) | 621,154 | 47,011 | |
Outstanding unvested RTL Restricted Shares (in shares) | 1,025,253 | 31,712 | |
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) | 561,724 | 359,840 | |
Unvested PSUs | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Total common share equivalents excluded from EPS calculation (in shares) | 1,288,072 | 0 | |
Outstanding unvested RTL Restricted Shares (in shares) | 1,288,072 | 0 | |
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 | |
Shares issued during the period (in shares) | 115,857 | 0 | |
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 | |
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 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Unvested PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dilutive effect of share based compensation arrangements (in shares) | 0 | 0 |
LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dilutive effect of share based compensation arrangements (in shares) | 0 | 0 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segment Reporting - Operating F
Segment Reporting - Operating Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenue from tenants | $ 206,045 | $ 94,332 |
Net Operating Income | 58,844 | 30,372 |
Industrial & Distribution | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 61,994 | 52,824 |
Property operating expense | 4,679 | 3,361 |
Net Operating Income | 57,315 | 49,463 |
Multi-Tenant Retail | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 66,803 | 0 |
Property operating expense | 22,906 | 0 |
Net Operating Income | 43,897 | 0 |
Single-Tenant Retail | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 40,786 | 3,737 |
Property operating expense | 4,770 | 148 |
Net Operating Income | 36,016 | 3,589 |
Office | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 36,462 | 37,771 |
Property operating expense | 5,475 | 4,637 |
Net Operating Income | $ 30,987 | $ 33,134 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenue from tenants | $ 206,045 | $ 94,332 |
Total net operating income | 58,844 | 30,372 |
Operating fees to related parties | 0 | (10,101) |
Impairment charges | (4,327) | 0 |
Merger, transaction and other costs | (761) | (99) |
Settlement costs | 0 | 0 |
General and administrative | (16,177) | (5,660) |
Equity-based compensation | (1,973) | (2,925) |
Depreciation and amortization | (92,000) | (37,029) |
Gain on dispositions of real estate investments | 5,867 | 0 |
Interest expense | (82,753) | (26,965) |
Loss on extinguishment of debt | (58) | 0 |
Gain (loss) on derivative instruments | 1,588 | (1,656) |
Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness | 1,032 | 0 |
Other (expense) income | (16) | 66 |
Net (loss) income before income tax | (21,363) | 1,817 |
Income tax expense | (2,388) | (2,707) |
Net loss | (23,751) | (890) |
Preferred stock dividends | (10,936) | (5,099) |
Net loss attributable to common stockholders | (34,687) | (5,989) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 206,045 | 94,332 |
Total net operating income | 168,215 | 86,186 |
Industrial & Distribution | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 61,994 | 52,824 |
Total net operating income | 57,315 | 49,463 |
Industrial & Distribution | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 61,994 | 52,824 |
Total net operating income | 57,315 | 49,463 |
Multi-Tenant Retail | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 66,803 | 0 |
Total net operating income | 43,897 | 0 |
Multi-Tenant Retail | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 66,803 | 0 |
Total net operating income | 43,897 | 0 |
Single-Tenant Retail | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 40,786 | 3,737 |
Total net operating income | 36,016 | 3,589 |
Single-Tenant Retail | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 40,786 | 3,737 |
Total net operating income | 36,016 | 3,589 |
Office | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 36,462 | 37,771 |
Total net operating income | 30,987 | 33,134 |
Office | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 36,462 | 37,771 |
Total net operating income | $ 30,987 | $ 33,134 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | $ 7,418,390 | $ 7,572,320 | |
Assets held for sale | 14,047 | 3,188 | |
Cash and cash equivalents, end of period | 131,880 | 121,566 | $ 119,161 |
Restricted cash | 51,817 | 40,833 | $ 1,432 |
Derivative assets, at fair value | 12,144 | 10,615 | |
Unbilled straight-line rent | 86,995 | 84,254 | |
Operating lease right-of-use asset | 75,475 | 77,008 | |
Prepaid expenses and other assets | 110,706 | 121,997 | |
Deferred tax assets | 4,791 | 4,808 | |
Goodwill and other intangible assets, net | 48,540 | 46,976 | |
Deferred financing costs, net | 14,011 | 15,412 | |
Total Assets | 7,968,796 | 8,098,977 | |
Operating Segments | Industrial & Distribution | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | 2,448,653 | 2,479,804 | |
Operating Segments | Multi-Tenant Retail | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | 2,132,469 | 2,174,064 | |
Operating Segments | Single-Tenant Retail | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | 1,629,629 | 1,687,733 | |
Operating Segments | Office | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total investments in real estate, net | $ 1,207,639 | $ 1,230,719 |
Subsequent Events (Details)
Subsequent Events (Details) £ in Thousands, $ in Thousands | 3 Months Ended | |||
Apr. 05, 2024 USD ($) property | Mar. 31, 2024 USD ($) property | Apr. 30, 2024 GBP (£) | Dec. 31, 2023 USD ($) | |
Subsequent Event [Line Items] | ||||
Number of Properties | property | 1,277 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Net worth | $ 150,000 | |||
Liquid asset requirement | 10,000 | |||
Mortgage Notes Payable | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 2,618,157 | $ 2,665,383 | ||
Encumbered Properties | property | 830 | |||
Effective Interest Rate | 4.30% | |||
USD | Mortgage Notes Payable | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 2,294,478 | 2,325,349 | ||
Encumbered Properties | property | 819 | |||
USD | CMBS Loan | Mortgage Notes Payable | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 260,000 | 260,000 | ||
Encumbered Properties | property | 29 | |||
Effective Interest Rate | 6.50% | |||
USD | CMBS Loan | Mortgage Notes Payable | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 237,000 | |||
Encumbered Properties | property | 20 | |||
Monthly payable | 5-year | |||
Effective Interest Rate | 5.74% | |||
GBP | Mortgage Notes Payable | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 127,503 | 128,587 | ||
Encumbered Properties | property | 3 | |||
GBP | McLaren | Mortgage Notes Payable | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 127,503 | $ 128,587 | ||
Encumbered Properties | property | 3 | |||
Effective Interest Rate | 6.10% | |||
GBP | McLaren | Mortgage Notes Payable | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | £ | £ 101 | |||
Discontinued Operations, Disposed of by Sale | ||||
Subsequent Event [Line Items] | ||||
Number of Properties | property | 7 | |||
Aggregate price | $ 18,200 |