Global Net Lease, Inc. (NYSE:GNL) Files An 8-K Other Events
Item 8.01. Other Events.

Global II Letter Agreement

On August 8, 2016, Global Net Lease, Inc. (“GNL”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with, among others, American Realty Capital Global Trust II, Inc., (“Global II”), providing for the merger of Global II into a subsidiary of GNL, subject to approval by GNL’s stockholders and Global II’s stockholders.

On December 16, 2016, Global II entered into a letter agreement (the “Letter Agreement”) with American Realty Capital Global II Advisors, LLC (the “Advisor”), Global II’s advisor, and AR Global Investments, LLC (“AR Global”), the parent of the Advisor, in relation to the Advisor’s reimbursement of certain organization and offering costs incurred by Global II in its initial public offering (the “IPO”) that exceeded 2.0% of gross offering proceeds in the IPO. As previously disclosed by Global II, the IPO was suspended in November 2015 and lapsed in accordance with its terms in August 2016 and, accordingly, Global II ’s board of directors and the Advisor have been engaged in discussions regarding the payment of such excess organization and offering costs totaling $6.3 million (the “Excess Amount”). The Letter Agreement was negotiated on behalf of Global II, and approved, by the independent directors of Global II.

The Letter Agreement provides for reimbursement of the Excess Amount to Global II through (1) the tender of 66,344 Class B units of limited partnership interest of American Realty Capital Global Trust II Operating Partnership, L.P., Global II’s operating partnership, previously issued to the Advisor as payment in lieu of cash for its provision of asset management services, and (2) the payment of the balance of the Excess Amount in equal cash installments over an eight month period.  The balance of the Excess Amount to be repaid will be determined using a valuation for each Class B unit of (i) if the merger (the “Merger”) of Global II into a subsidiary of GNL is consummated, 2.27 times the 30-day volume weighted average price of each share of common stock of GNL on the date of the consummation of the Merger, or (ii) if the Merger is terminated, $22.50 (the price at which the Class B units were initially issued to the Advisor reflecting the IPO purchase price minus selling commissions and fees).

AR Global has unconditionally and irrevocably guaranteed the Advisor’s obligations to repay the monthly installments.

Additional Information About the Proposed Transaction and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, GNL and Global II filed a joint proxy statement/prospectus with the SEC on November 8, 2016. BOTH GNL’S AND GLOBAL II’S STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors may obtain free copies of the joint proxy statement/prospectus and other relevant documents filed by GNL and Global II with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov.

Copies of the documents filed by GNL with the SEC are also available free of charge on GNL’s website at www.globalnetlease.com and copies of the documents filed by Global II with the SEC are available free of charge on Global II’s website at www.arcglobal2.com.

About Global Net Lease, Inc. (NYSE:GNL)

Global Net Lease, Inc. is a real estate investment trust that focuses on acquiring and managing a portfolio of strategically located commercial real estate properties. The Company’s business consists of owning, managing, operating, leasing, acquiring, investing in and disposing of real estate assets. The Company focuses its investments on commercial and retail properties, including special use single tenant properties. The Company owns approximately 330 net-leased commercial properties consisting of over 18.7 million rentable square feet. The Company has approximately 270 properties located in the United States and Puerto Rico, over 40 properties located in the United Kingdom and approximately 20 properties located across continental Europe. Its portfolio of real estate properties includes McDonald’s, Wickes Building Supplies I, Thames Water, Northern Rock, Con-way Freight, Western Digital, GE Aviation, DFS Trading, Talk Talk, GSA IV, Nissan, Select Energy Services I and Lhoist.

Global Net Lease, Inc. (NYSE:GNL) Recent Trading Information

Global Net Lease, Inc. (NYSE:GNL) closed its last trading session down -0.07 at 7.95 with 712,941 shares trading hands.