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The Mergers (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
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 Shares209,906 $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 Units115,857 $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 consideration1,617,015 
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.
(3)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 years ended December 31, 2023, 2022 and 2021, in the case of assets located outside of the United States, based on the applicable exchange rate at the time of purchase. With the exception of the Mergers which was treated as a business combination (see Note 3 — The Mergers), all acquisitions in these periods were considered asset acquisitions for accounting purposes.
Year Ended December 31,Year Ended December 31,
(Dollar amounts in thousands)202320222021
Business CombinationAsset AcquisitionsTotalTotal (All Asset Acquisitions)Total (All Asset Acquisitions)
Real estate investments, at cost:
Land$955,582 $9,541 $965,123 $4,176 $62,491 
Buildings, fixtures and improvements2,527,159 73,150 2,600,309 25,938 397,659 
Total tangible assets3,482,741 82,691 3,565,432 30,114 460,150 
Acquired intangible lease assets:
In-place leases581,430 9,231 590,661 4,010 51,700 
Above-market lease assets67,768 40,964 108,732 — 5,728 
Below-market lease liabilities— — — (230)(1,623)
Total intangible assets and liabilities649,198 50,195 699,393 3,780 55,805 
Cash64,616 — 64,616 — — 
Right-of-use asset26,417 1,426 27,843 — — 
Prepaid expenses and other assets64,369 — 64,369 — — 
Goodwill25,206 — 25,206 — — 
    Total assets acquired4,312,547 134,312 4,446,859 33,894 515,955 
Liabilities Assumed:
Mortgage note payable1,587,455 — 1,587,455 — 38,562 
Senior notes, net386,250 — 386,250 — — 
Acquired intangible lease liabilities76,685 211 76,896 — — 
Accounts payable and accrued expenses84,306 — 84,306 — — 
Operating lease liabilities26,397 — 26,397 — — 
Prepaid rent18,439 — 18,439 — — 
    Total liabilities assumed2,179,532 211 2,179,743 — 38,562 
Equity issued in acquisitions1,617,015 — 1,617,015 — — 
Cash paid for acquired real estate investments$516,000 $134,101 $650,101 $33,894 $477,393 
Number of properties purchased (1)
989 9 998 3 25 
(1) Amount in 2021 includes one parking lot purchased adjacent to a previously purchased property.
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 December 31, 2023 (measurement period adjustments) to the amounts previously reported in the three months ended September 30, 2023.
(in thousands)Amounts Recognized as of the Acquisition Date (as previously reported)Measurement Period AdjustmentsAmounts Recognized as of the Acquisition Date (as adjusted)
Assets Acquired:
Land$954,967 $615 $955,582 
Buildings, fixtures and improvements2,526,810 349 2,527,159 
Total tangible assets3,481,777 964 (1)3,482,741 
Acquired intangible assets:
In-place leases582,475 (1,045)581,430 
Above-market lease assets67,718 50 67,768 
Total acquired intangible lease assets650,193 (995)(1)649,198 
Cash65,223 (607)(2)64,616 
Operating lease right-of-use assets26,407 10 26,417 
Prepaid expenses and other assets60,862 3,507 (3)64,369 
Goodwill29,817 (4,611)(4)25,206 
Total assets acquired4,314,279 (1,732)4,312,547 
Liabilities Assumed:
Mortgage notes payable, net1,587,455 — 1,587,455 
Senior notes, net386,250 — 386,250 
Acquired intangible lease liabilities76,682 3 76,685 
Accounts payable and accrued expenses86,031 (1,725)(5)84,306 
Operating lease liabilities26,407 (10)26,397 
Prepaid rent18,439 — 18,439 
Total liabilities assumed2,181,264 (1,732)2,179,532 
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 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 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 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.
Schedule of Pro Forma Information
The following table presents information for RTL that is included in the Company’s consolidated statements of income from the Acquisition Date through the year ended December 31, 2023:
(In thousands)RTL’s Operations Included in GNL’s Results
Revenue from tenants$132,506 
Net loss$(22,735)
Pro Forma Information (Unaudited)
The following table presents unaudited supplemental pro forma information as if the Mergers had occurred on January 1, 2022 for the years ended December 31, 2023 and 2022. The unaudited supplemental pro forma financial information is not necessarily indicative of what the actual results of operations of the Company would have been assuming the Mergers had taken place on January 1, 2022, nor is it indicative of the results of operations for future periods.

(In thousands)Year Ended December 31,
20232022
Pro Forma Revenue from tenants$815,803 $819,991 
Pro Forma Net loss$(347,046)$(89,796)