To: Grommit who wrote (65105 ) 7/28/2023 8:00:24 PM From: IntoOLEDs Read Replies (2) | Respond to of 78750 Re: GNL recommended in 2020. So, Grommit, Paul others! I had picked up a few shares of GNL with some proceeds from a home sale ( I wanted to stay invested in real estate in some way) . If you still hold GNL I assume you've received the proxy materials on the proposed merger of RTL and GNL ( two similar, huge property REITs operated incidentally out of the same office in NYC? ). The proxy booklet is longer than "War and Peace" and reading it simulates the torture of spending a week in confinement with 10 attornies! Does this signal that it's time to bail? I notice that the deal will be dilutional to GNL shareholders ( but assets will also grow, obviously), that GNL will be paying a 30% premium to RTL holders, and that the lockout period for many RTL holders to sell their shares is only 30 days. The merger may be "for the good of all" but to me it just reeks of a shady backroom deal with enough legal disclosure to cover their a$$es. Especially since their quoted occupancy on the properties is upwards of 94%. In today's retail /commercial real estate environment?? Does that include non-paying "occupants" ? lol Any of you have thoughts on the merger? Plan to hold for the Divvy with blind trust in Management? Or are you spooked as well? Hope my question is clear though i admit, my understanding of the machinations of the investment isn't that good. Thanks in advance - Bob PS I asked Bard to summarize ...and holy cow, it did!: Me: can you summarize the merger agreement of RTL and GNL? Bard: Sure. The merger agreement between RTL and GNL is a complex document, but here is a summary of the key terms: Transaction Structure: The merger will be structured as a stock-for-stock transaction. RTL shareholders will receive 0.670 shares of GNL for each common share of RTL.Total Consideration: The total consideration for the merger is $7.08 per share of RTL, based on the share prices as of May 23, 2023. This represents a premium of 35% to RTL's 30-day volume-weighted average price.Post-Merger Ownership: Following the merger, GNL stockholders will own approximately 45% of the combined company, while RTL stockholders will own approximately 39%. The former External Manager and its affiliates are expected to own up to 17%.Governance: The combined company will be governed by a board of directors with 11 members, of which 6 will be appointed by GNL and 5 will be appointed by RTL.Closing: The merger is expected to close in the fourth quarter of 2023, subject to customary closing conditions.The merger agreement also includes a number of other terms, such as a go-shop provision that allows RTL to solicit alternative bids for a period of 30 days. I hope this summary is helpful. Please let me know if you have any other questions. edit View other drafts