Global Net Lease to Acquire Modiv Industrial in \$535 Million All-Stock Transaction

Transaction Summary

• Global Net Lease, Inc. (NYSE: GNL) has announced a definitive merger agreement to acquire Modiv Industrial, Inc. (NYSE: MDV) in an all-stock transaction valued at approximately \$535 million.
• The deal is structured to be leverage-neutral, requiring no external capital, and will be funded through GNL’s Revolving Credit Facility and cash on hand.
• Modiv shareholders will receive 1.975 newly-issued GNL shares or OP units per Modiv share or OP unit, representing a total consideration of about \$18.82 per Modiv share based on GNL’s May 1, 2026 closing price.
• This price reflects a 17% premium to Modiv’s closing price on May 1, 2026, and a 28% premium to Modiv’s unaffected share price prior to its January 20, 2026 strategic update.
• Upon closing, existing GNL shareholders will own approximately 89% of the combined company, while Modiv shareholders will own about 11%.

Strategic Rationale and Benefits

• The transaction is expected to be immediately accretive to GNL’s AFFO (Adjusted Funds From Operations) per share by 4%, enhancing earnings and preserving balance sheet strength.
• Modiv shareholders will see an immediate 25% increase in annual dividends (paid quarterly after closing; Modiv monthly dividend continues until closing).
• GNL will repay all Modiv’s existing balance sheet debt and preferred stock, further strengthening the combined balance sheet.
• Modiv’s portfolio consists of high-quality, mission-critical industrial net-lease assets across the U.S., featuring:
  • Weighted average lease term of 15.0 years
  • 45% investment-grade tenants (23% actual, 22% implied)
  • 2.4% average annual rent escalations
• The acquisition will reduce GNL’s office exposure and extend its weighted average lease term from 6.1 to 7.0 years, increasing portfolio durability and cash flow visibility.
• The combined company will have enhanced trading liquidity, greater institutional visibility, and lower cost of capital due to increased scale and diversification.
• Estimated \$6 million in annual cost synergies from eliminating duplicative G&A expenses and other efficiencies.

Leadership and Organizational Details

• No changes are anticipated to GNL’s executive management team or Board of Directors as a result of the transaction.
• Modiv’s CEO, Aaron Halfacre, supports the deal and will roll over his entire position into GNL shares.
• Modiv’s Board, led by Chairman Thomas H. Nolan, Jr., unanimously approved the deal after a thorough review, citing its alignment with larger, well-capitalized REITs and long-term benefit for shareholders.

Transaction Timeline and Process

• The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including approval by Modiv shareholders.
• GNL shareholder approval is not required for this transaction.
• Modiv will not release customary earnings updates or host conference calls for the quarter ended March 31, 2026 or subsequent quarters due to this pending transaction.

Advisors

• BMO Capital Markets is acting as sole financial advisor to GNL, with legal counsel from Paul, Weiss, Rifkind, Wharton & Garrison LLP and Greenberg Traurig, LLP.
• Truist Securities serves as sole financial advisor to Modiv, with legal counsel from Morrison & Foerster LLP and Venable LLP.

Investor Information

• GNL and Modiv will file a registration statement and proxy materials with the SEC. Investors are urged to review these documents when available.
• Free copies of all relevant filings will be available on the SEC’s website (www.sec.gov), and on the respective company websites.
• Both companies’ directors and executive officers may be deemed participants in the solicitation of proxies for Modiv’s shareholder approval.

Potential Impact on Shareholder Value

• This transaction is likely to be price sensitive for both GNL and Modiv shareholders:
  • The premium offered to Modiv shareholders can lead to a substantial revaluation of MDV shares.
  • Immediate AFFO accretion and increased dividend payout may positively impact GNL’s share price.
  • Enhanced portfolio quality, diversification, and synergies can improve GNL’s long-term growth prospects and reduce risk profile.
• Risks include:
  • Potential disruption from integration
  • Regulatory and shareholder approval risks
  • Market volatility and macroeconomic factors

Forward-Looking Statements

This article contains forward-looking statements regarding the anticipated merger between GNL and Modiv, the benefits and timing of the transaction, and future financial performance. Such statements are subject to risks and uncertainties, including completion risks, integration risks, and market risks, which may cause actual results to differ materially from those projected.

Disclaimer

This article is for informational purposes only. It does not constitute investment advice or a solicitation to buy or sell any securities. Investors should review all official SEC filings related to this transaction and consult their financial advisors before making any investment decisions. The information herein may change and is not guaranteed to be complete or accurate. Forward-looking statements are subject to risks as detailed in official company filings.

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