Global Net Lease buys Modiv Industrial (NYSE: MDV) in $535M stock deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Modiv Industrial, Inc. agreed to be acquired by Global Net Lease, Inc. (GNL) in an all-stock merger. Modiv common stockholders will receive 1.975 shares of GNL common stock per Modiv share, while Modiv’s 7.375% Series A preferred stockholders will receive $25.00 in cash plus accrued and unpaid dividends per share.
The combined enterprise value is approximately $535 million. Based on GNL’s May 1, 2026 share price, the consideration equals about $18.82 per Modiv share, a 17% premium to Modiv’s prior close and a 28% premium to its unaffected price before a January 20, 2026 strategic update. Modiv holders are also expected to see a 25% increase in annual dividends after closing and will own roughly 11% of the combined company, with existing GNL stockholders owning about 89%.
The deal is expected to be immediately 4% accretive to GNL’s AFFO per share and leverage neutral, as GNL plans to repay all Modiv debt and preferred stock using its revolving credit facility and cash on hand. Closing is targeted for the third quarter of 2026, subject to Modiv stockholder approval, regulatory clearances, effectiveness of a Form S‑4 registration statement, NYSE listing approval for new GNL shares and customary conditions. If certain competing deal or stockholder-vote scenarios occur, Modiv may owe GNL a $10 million termination fee, and in specified breach or failure-to-close situations, the breaching party may owe the other $15 million.
Positive
- Attractive premium for Modiv holders: Implied consideration of approximately $18.82 per Modiv share reflects a 17% premium to the prior close and 28% to the unaffected pre‑January 20, 2026 price.
- Higher expected income for Modiv investors: Modiv stockholders are projected to receive a 25% increase in annual dividend income after closing, while continuing as equity owners of the combined company through GNL stock.
- Accretive, balance-sheet-neutral structure: GNL expects the deal to be immediately 4% accretive to AFFO per share and leverage neutral, as it intends to repay all Modiv debt and preferred using its revolving credit facility and cash.
Negative
- Meaningful termination fees: Under specified competing transaction, recommendation change, vote-failure or breach scenarios, Modiv or GNL could owe termination fees of $10 million or $15 million, adding financial consequences if the merger does not close.
- Loss of Modiv’s standalone status: After the Company Merger Effective Time, Modiv’s common and preferred stock will be delisted from the NYSE and deregistered under the Exchange Act, ending Modiv as an independent public REIT.
Insights
Stock-for-stock REIT deal gives Modiv holders a premium, higher dividends and ongoing upside via GNL shares.
The transaction values Modiv at an enterprise value of $535 million, with each Modiv common share receiving 1.975 GNL shares, or about $18.82 per share using GNL’s May 1, 2026 price. That equates to a 17% premium to Modiv’s last close and 28% above its unaffected price before the January 20, 2026 strategic update.
GNL expects the acquisition to be immediately 4% accretive to AFFO per share and leverage neutral, as it plans to repay all Modiv debt and preferred stock using its revolving credit facility and cash. Modiv investors are projected to receive a 25% increase in annual dividend income after closing while owning roughly 11% of the larger combined REIT, which will focus more heavily on industrial net-lease assets.
The deal still depends on Modiv stockholder approval and other customary closing conditions, and includes reverse and standard termination fees of $10 million and $15 million in specified scenarios. Future disclosures in the Form S‑4/proxy materials and subsequent SEC filings will detail pro forma financials, integration plans and any updated risk factors for both companies.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Exchange ratio: 1.975 GNL shares per Modiv share
Preferred stock cash price: $25.00 per preferred share
Implied Modiv share value: $18.82 per share
+5 more
8 metrics
Exchange ratio
1.975 GNL shares per Modiv share
Common Stock Merger Consideration
Preferred stock cash price
$25.00 per preferred share
Plus accrued and unpaid dividends to closing date
Implied Modiv share value
$18.82 per share
Based on GNL closing price as of May 1, 2026
Premium to last close
17% premium
Versus Modiv closing price on May 1, 2026
Premium to unaffected price
28% premium
Versus pre–January 20, 2026 unaffected Modiv price
Dividend increase
25% higher annual dividends
Expected for Modiv holders after closing
AFFO accretion
4% accretive
Expected impact on GNL AFFO per share
Termination fees
$10M and $15M
Deal-specific and breach-related termination fees
Key Terms
Agreement and Plan of Merger, Form S-4, AFFO, enterprise value, +2 more
6 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Form S-4 regulatory
"GNL file with the Securities and Exchange Commission ... a Registration Statement on Form S-4"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
AFFO financial
"The transaction is expected to be immediately 4% accretive to GNL’s AFFO per share"
AFFO (Adjusted Funds from Operations) is a measure of how much cash a real estate company or investment trust generates from its core operations after subtracting routine upkeep, leasing costs and other recurring expenses. Investors use it as a rough proxy for the cash available to pay dividends or reinvest, like checking how much money remains in your household budget after paying regular bills to see what you can spend or save.
enterprise value financial
"an all-stock transaction valued at an enterprise value of approximately $535 million"
Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.
OP Units financial
"units of limited partnership interest in the GNL Operating Partnership designated as OP Units"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
termination fee financial
"the Company will be required to pay to GNL a termination fee of $10,000,000"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2026
(Exact name of registrant as specified in its charter)
|
|
|
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
||
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (888 ) 686-6348
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
||
|
|
|
|||
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. |
Entry into a Material Definitive Agreement.
|
On May 3, 2026, Modiv Industrial, Inc. (the “Company”) and Modiv Operating Partnership, LP (the “Operating Partnership” and, together with
the Company, the “Company Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Net Lease, Inc. (“GNL”), GNL Motion Merger Sub, LLC (“GNL Merger Sub”), Global Net Lease Operating
Partnership, L.P. (the “GNL Operating Partnership”) and GNL Motion OpCo Merger Sub, LLC (“Opco Merger Sub” and, together with GNL, GNL Merger Sub and the GNL Operating Partnership, the “GNL Parties”).
The Merger Agreement and the transactions contemplated thereby were approved by GNL’s board of directors and unanimously by the Company’s board of
directors (the “Company Board”). Additionally, each of the Company, as the general partner of the Operating Partnership, GNL, as the sole member and manager of GNL Merger Sub and the sole general partner of GNL Operating Partnership, and GNL
Operating Partnership, as the sole member and manager of OpCo Merger Sub, have approved the Merger Agreement and the transactions contemplated thereby.
Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the
Company will merge with and into GNL Merger Sub with GNL Merger Sub being the surviving entity (such merger transaction, the “Company Merger” and such surviving entity, the “Surviving Company”) at the effective time of the Company
Merger (the “Company Merger Effective Time”). Contemporaneously therewith or immediately following the Company Merger, OpCo Merger Sub will merge with and into the Operating Partnership with the Operating Partnership being the surviving
entity (such merger transaction, the “OpCo Merger” and, together with the Company Merger, the “Mergers”) at the effective time of the OpCo Merger (the “OpCo Merger Effective Time”).
Merger Consideration
At the Company Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, (i) each share of Class C common stock,
$0.001 par value per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Company Merger Effective Time, other than any issued and outstanding shares of Company Common Stock or Company Preferred
Shares owned by GNL, GNL Merger Sub or any subsidiary of the Company, GNL or GNL Merger Sub immediately prior to the REIT Merger Effective Time (“Excluded Shares”), will be converted into the right to receive 1.975 shares of common stock,
par value $0.01 per share, of GNL (the “GNL Common Stock”), without interest, plus the right to receive cash in lieu of any fractional shares of GNL Common Stock, if any, without interest (the “Common Stock Merger Consideration”), and
(ii) each share of the 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, of the Company (the “Company Preferred Stock”) issued and outstanding immediately prior to the Company Merger Effective Time,
other than any Excluded Shares, will be converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to but not including, the Closing Date (the “Preferred Stock Merger
Consideration”). Immediately prior to the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding unit of Class X limited partnership interest (the “Class X Units”) in the
Operating Partnership will immediately vest in full and be converted into one unit of Class C limited partnership interest (the “Class C Units”) in the Operating Partnership. At the OpCo Merger Effective Time, subject to the terms and
conditions set forth in the Merger Agreement, each outstanding Class C Unit (other than Class C Units held by the Company, GNL, GNL Operating Partnership, the Surviving Company, OpCo Merger Sub or any of their respective wholly owned subsidiaries
immediately prior to the OpCo Merger Effective Time) will be converted into the right to receive 1.975 units of limited partnership interest in the GNL Operating Partnership designated as OP Units (as defined in the agreement of limited partnership
of GNL Operating Partnership, “GNL OP Units”), plus the right to receive cash in lieu of any fractional GNL OP Units, if any, without interest. Following the Company Merger Effective Time, the Company Common Stock and Company Preferred Stock
will be delisted from the New York Stock Exchange (“NYSE”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Representations, Warranties and Covenants
The Merger Agreement contains customary representations, warranties and covenants made by the Company Parties and the GNL Parties, including, among
others, covenants of each of the Company Parties and the GNL Parties regarding the conduct of their respective businesses during the pendency of the transactions contemplated by the Merger Agreement and other matters. The Company Parties have also
agreed not to, and to cause their respective subsidiaries and its and their respective directors and officers not to and to direct their respective representatives not to, solicit, initiate, knowingly encourage or knowingly facilitate any proposals
for, or that could reasonably lead to, alternative transactions with a third-party or, subject to certain exceptions, participate in discussions relating to an alternative transaction or a proposal or inquiry related thereto, furnish non-public
information to third parties relating to an alternative transaction or a proposal or inquiry therefor, change the Company Board’s recommendation to the Company’s stockholders or enter into an agreement with respect to any proposal for an
alternative transaction.
In addition, the Merger Agreement requires, among other things, that (i) the Company
convene a special meeting of stockholders for purposes of obtaining the approval of the Company Merger by holders of a majority of the outstanding shares of Company Common Stock entitled to vote on the Company Merger, (ii) GNL file with the
Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 registering the issuance of the GNL Common Stock as the Common Stock Merger Consideration (the “Registration Statement”), which will contain a prospectus of GNL for the issuance of GNL Common Stock and a proxy statement of Modiv with respect to its special meeting of stockholders (the “Form S-4/Proxy
Statement”), and (iii) the Company file a definitive copy of the Form S-4/Proxy Statement as promptly as practicable after the effectiveness of the Registration Statement, which will contain, subject to
certain exceptions, the Company Board’s recommendation that the Company’s stockholders vote in favor of the Company Merger.
Closing Conditions
The completion of the Mergers are subject to customary closing conditions, including, (1) the affirmative vote of the holders of a majority of the
outstanding shares of Company Common Stock entitled to vote on the Company Merger, (2) the absence of any law, injunction, judgment, order or ruling making illegal or otherwise prohibiting the Mergers, (3) the effectiveness of the Registration
Statement and the approval for listing on NYSE the GNL Common Stock to be issued as Common Stock Merger Consideration, (4) the accuracy of the representations and warranties made by the parties (subject to customary materiality and other
qualifications), (5) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement, (5) the delivery of tax opinions related to each of the Company’s and GNL’s status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”), (6) the delivery of tax opinions that the Mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code and (7) the absence
of a material adverse effect on the Company Parties or the GNL Parties prior to the closing.
Termination of the Merger Agreement; Termination Fees
The Merger Agreement may be terminated by either the Company or GNL under certain circumstances, including, without limitation, (A) by mutual written
consent of the Company and GNL, (B) if the Mergers have not been consummated on or before February 3, 2027 (the “Outside Date”), (C) if there has been a breach by the other party of any representation, warranty, covenant or agreement, which
would result in the applicable closing condition of such party being unsatisfied (subject to customary cure period), (D) if a governmental authority issued a final, non-appealable order prohibiting the consummation of the Mergers or (E) upon the
other party’s failure to consummate the Mergers when required to pursuant to the terms of the Merger Agreement, subject to the conditions set forth therein. In addition, (1) the Company may terminate the Merger Agreement, subject to certain
conditions, in order to enter into a definitive agreement with a third party to implement a Superior Proposal (as defined in the Merger Agreement), (2) GNL may terminate the Merger Agreement, subject to certain conditions, if the Company Board
changes its recommendation that the Company’s stockholders approve the Company Merger or the Company enters into an alternative acquisition agreement and (3) either party may terminate the Merger Agreement upon a failure of the Company to obtain
approval of the requisite vote of its stockholders..
If (i) the Company terminates the Merger Agreement in order to enter into a definitive agreement with a third party providing for the implementation of a
Superior Proposal, (ii) GNL terminates the Merger Agreement under certain specified circumstances, including, among others, due to the Company Board changing its recommendation that the Company’s stockholders approve the Company Merger or the
entrance by the Company into an alternative acquisition agreement or (iii) (1) (x) either party terminates the Merger Agreement due to a failure to consummate the Mergers by the Outside Date or a failure to obtain the requisite vote of the
Company’s stockholders and (y) prior to such termination, the Company receives a proposal for an alternative transaction and (2) within 12 months after such termination, the Company enters into a definitive agreement relating to, or consummates, an
alternative transaction, the Company will be required to pay to GNL a termination fee of $10,000,000,. Such termination fee, in each case, is subject to limitations based on GNL’s ongoing requirements to operate as a REIT.
If either the Company or GNL terminates the Merger Agreement following an uncured breach by the other party of any representation, warranty, covenant or
agreement which would result in the applicable closing condition being unsatisfied or failure to close by the other party when all conditions are satisfied, the non-terminating party will be required to pay to the terminating party a termination
fee of $15,000,000. Such termination fee is subject to limitations based on the Company’s or GNL’s, as applicable, ongoing requirements to operate as a REIT.
Transition Services Agreements
In connection with the transactions contemplated by the Merger Agreement, GNL has agreed that the GNL Operating Partnership will enter into a transition
services agreement with each of Aaron Halfacre and John Raney, whereby each of Mr. Halfacre and Mr. Raney will agree, following the Closing Date, to provide certain transition services to the GNL Operating Partnership.
The above-description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated into this Current Report on Form 8-K by reference in its entirety. The Merger Agreement has been attached as an exhibit to provide investors and
stockholders of the Company with information regarding its terms. It is not intended to provide any other factual information about the Company, the Operating Partnership, GNL, the GNL Operating Partnership, GNL Merger Sub or OpCo Merger Sub. The
representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to
limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and stockholders of each of the Company and GNL, respectively, accordingly should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Operating Partnership, GNL, the GNL Operating Partnership, GNL Merger Sub or OpCo Merger Sub or
any of their respective subsidiaries or affiliates. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules that the Company
Parties exchanged with the GNL Parties and that the GNL Parties exchanged with the Company Parties in connection with the execution of the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties
may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or GNL’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction
with the other information regarding the parties to the Merger Agreement and the Mergers that will be contained in, or incorporated by reference into, the Form S-4/Proxy Statement that the Company or GNL will be filing in connection with the
Mergers (when available), as well as in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that the Company or GNL has filed or may file with the SEC.
| Item 7.01. |
Regulation FD Disclosure.
|
On May 4, 2026, GNL and the Company announced that they had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form
8-K, including the information in the press release attached hereto as Exhibit 99.1, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and shall not constitute an offer to purchase or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
How to Find Further Information
In connection with the proposed transaction (the “proposed transaction”) between GNL and the Company, GNL will file with the SEC a registration statement on Form S-4,
which will contain a proxy statement of the Company with respect to its special meeting of the stockholders that also constitutes a prospectus of GNL for the issuance of the common stock of GNL as consideration in the proposed transaction (the
“Form S-4/Proxy Statement”), as well as other documents regarding the proposed transaction,. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4/PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When final, a definitive copy of the Form S-4/Proxy Statement will be sent to the Company’s stockholders. Investors and security holders will be able to obtain the Form S-4/Proxy Statement (when
available) and other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov, from the Company’s website at www.modiv.com/sec-filings/ or by contacting the Company’s Investor Relations department by email
at info@modiv.com. Investors and security holders will be able to obtain the Form S-4/Proxy Statement (when available) and other documents filed by GNL with the SEC free of charge from the SEC’s website at www.sec.gov, from GNL’s website at
ir.globalnetlease.com or by contacting GNL’s Investor Relations department by email at investorrelations@globalnetlease.com. The Company’s and GNL’s respective website addresses are included in this Current Report on Form 8-K for reference only.
The information contained on, or accessible through, the Company’s or GNL’s respective websites is not incorporated by reference into this Current Report on Form 8-K or the Company’s or GNL’s respective filings with the SEC.
Participants in the Solicitation
The Company, GNL and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 25, 2026, as amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on April 30, 2026. Information about the directors and executive officers of GNL, including a
description of their direct or indirect interests, by security holdings or otherwise, is set forth in GNL's proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 7, 2026. Other information regarding
the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4/Proxy Statement and other relevant materials to be filed with or furnished
to the SEC regarding the proposed transaction. Investors should read the Form S-4/Proxy Statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents using the
sources indicated above.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, concerning the Company, GNL and the proposed transaction between the Company and GNL. All statements other than statements of fact, including information concerning future results, are
forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed transaction, including anticipated future financial and operating results, synergies, accretion and growth rates, the Company’s, GNL’s and the combined company’s plans, objectives,
expectations and intentions, and the expected timing of completion of the proposed transaction. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements.
Such factors include, but are not limited to, the failure to obtain the requisite stockholder approval, the failure to obtain, or delays in obtaining, required regulatory and court approvals, and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction, or the failure to satisfy any of the other conditions to the proposed transaction on a timely basis or at all; the
occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement; adverse effects on the market price of the Company’s or GNL’s common stock and on the Company’s or GNL’s operating results because
of a failure to complete the proposed transaction in the anticipated timeframe or at all; the ability of the Company, GNL and the combined company to make payments on debt or to repay existing or future indebtedness when due or to comply with the
covenants contained therein; negative effects of the announcement, pendency or consummation of the proposed transaction on the market price of the Company’s or GNL’s common stock and on the Company’s or GNL’s operating results, including as a
result of changes in tenant, employee or other business relationships; significant transaction costs and unknown liabilities; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all;
costs or difficulties related to the integration of the Company’s and GNL’s businesses and operations; the risk of litigation or regulatory actions; the inability of the Company, GNL or the combined company to retain and hire key personnel; the
risk that certain contractual restrictions contained in the merger agreement during the pendency of the proposed transaction could adversely affect the Company’s or GNL’s ability to pursue business opportunities or strategic transactions; effects
of changes in the regulatory environment in which the Company and GNL operate; changes in global, political, economic, business, competitive and market conditions; changes in tax and other laws and regulations; and other risks and uncertainties
detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “Cautionary Statement Regarding
Forward-Looking Statements,” as well as in its subsequent reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and www.modiv.com/sec-filings. Forward-looking statements are based on current expectations and
assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this Current
Report on Form 8-K are cautioned not to place undue reliance on such forward-looking statements. The Company assumes no obligation to update or revise the information contained in this Current Report on Form 8-K (whether as a result of new
information, future events or otherwise), except as required by applicable law.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
2.1*
|
Agreement and Plan of Merger, dated as of May 3, 2026, by and among Modiv Industrial, Inc., Modiv Operating Partnership, LP, Global Net Lease, Inc., Global Net Lease Operating Partnership,
L.P., GNL Motion Merger Sub, LLC and GNL Motion OpCo Merger Sub, LLC
|
|
99.1
|
Joint Press Release, dated as of May 4, 2026, issued by Global Net Lease, Inc. and Modiv Industrial, Inc.
|
|
104
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
|
|
*
|
Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted
annexes, schedules or exhibits to the SEC upon request.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
MODIV INDUSTRIAL, INC.
(Registrant)
|
|||
|
By:
|
/s/ JOHN C. RANEY
|
||
|
Name:
|
John C. Raney
|
||
|
Title:
|
Chief Financial Officer, General Counsel and Secretary
|
||
|
Date: May 4, 2026
|
|||
Exhibit 99.1
 |
 |
Global Net Lease to Acquire Modiv Industrial in $535 Million Transaction
| ■ |
Immediate 4% Accretion to AFFO per Share in All-Stock, Leverage-Neutral Transaction
|
| ■ |
Complementary High-Quality Industrial Net-Lease Assets Enhance Existing Portfolio
|
| ■ |
No External Capital Required to Complete Leverage-Neutral Transaction
|
NEW YORK and DENVER – May 4, 2026 – Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”) and Modiv Industrial, Inc. (NYSE: MDV) (“Modiv”) announced today
that the two companies have entered into a definitive merger agreement under which GNL will acquire Modiv in an all-stock transaction valued at an enterprise value of approximately $535 million. The transaction, once completed, will provide GNL with
an attractive portfolio of high-quality mission-critical industrial properties across the United States while also providing Modiv stockholders with an immediate 25% expected increase in annual dividends and the opportunity to participate in the
future growth of the combined company.
The transaction is expected to be immediately 4% accretive to GNL’s AFFO per share while remaining leverage neutral, fully preserving GNL’s balance sheet strength and financial flexibility. GNL intends
to fully repay all of Modiv’s existing balance sheet debt and pay off Modiv’s preferred stock using its Revolving Credit Facility and cash on hand, requiring no external capital to complete the transaction.
Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, holders of Modiv common stock and operating partnership units (“OP units”) will receive
1.975 newly-issued shares of GNL common stock or OP units for each share of Modiv common stock or OP unit they hold at the closing of the transaction, representing a total consideration of approximately $18.82 per Modiv share based on GNL’s closing
share price as of May 1, 2026. This represents a 17% premium to Modiv’s closing share price on May 1, 2026, the last full trading day prior to the transaction announcement, and a 28% premium to Modiv’s unaffected share price prior to its January 20,
2026 strategic update. Upon the closing of the transaction, existing GNL stockholders are expected to own approximately 89% of the combined company and Modiv stockholders are expected to own approximately 11%.
“We believe this transaction is a compelling opportunity for GNL to expedite our transition to earnings growth in 2026 following the completion of our deleveraging initiative while continuing to reduce
our office exposure,” said Michael Weil, CEO of GNL. “Modiv has thoughtfully assembled a high-quality portfolio of industrial net-lease assets that provide durable and predictable cash flows that align well with our objectives of enhancing earnings
and long-term portfolio quality. We anticipate Modiv’s portfolio will integrate seamlessly with our existing portfolio given its weighted-average lease term of 15.0 years1, 45% investment-grade tenants2, and 2.4% annual rent escalations2.
Importantly, we expect the transaction to be immediately accretive to earnings as well as leverage-neutral while further broadening the diversification and depth of our platform. We look forward to welcoming Modiv stockholders, who will receive GNL
shares offering a highly attractive dividend yield, enhanced trading liquidity as part of a larger and more broadly followed platform, and long-term value creation driven by increased scale and earnings growth. We believe GNL represents a compelling
opportunity, delivering both immediate income and meaningful upside as we execute on our growth strategy.”
Rob Kauffman, Non-Executive Chairperson of the GNL Board, added, “This is a compelling transaction that we believe strengthens GNL’s portfolio and accelerates our path to long-term earnings growth.
Modiv’s high-quality net lease industrial portfolio is an excellent fit for GNL, and we expect this combination will generate meaningful long-term value for stockholders of both companies.”
 |
(332) 265-2020 | 650 Fifth Avenue, 30th Floor, New York, NY 10019
|
Aaron Halfacre, President and Chief Executive Officer of Modiv, added, “We have long believed that our portfolio’s quality was historically mispriced by the marketplace and that we would be receptive
if someone sought to close the value gap sooner than we could. Over the past year, Modiv attracted substantial interest from a range of suitors, including multiple unsolicited offers, but GNL distinguished itself through the long-term opportunity
this transaction creates. I personally believe this transaction represents the best opportunity for Modiv investors to not only receive compelling value today (even before considering the tax advantages of a stock-for-stock deal), but allows us the
opportunity to participate in future upside as continuing investors in GNL. Upon closing, this transaction is expected to result in a 25% increase in annual dividend income, paid quarterly, to existing Modiv investors (we will continue to pay our
monthly dividend until closing). With a stronger balance sheet alongside true daily liquidity, I believe this transaction is in the best long-term interests of our stockholders, given the meaningful synergies expected and the enhanced scale and
capabilities of the combined company. We believe GNL’s recent transformation has created an outstanding platform for durable growth, increasing institutional visibility and lowering its cost of capital. As a future GNL stockholder electing to roll
over my entire position, I am confident the combined portfolio will thrive under Michael Weil and GNL’s leadership.”
Thomas H. Nolan, Jr., Chairman of the Board of Modiv , further added, “After a thorough and disciplined review process, our Board unanimously determined that this
transaction represents the best outcome for our stockholders. It is also a clear validation of the strength of our platform and the exceptional execution of our management team, who have built a high-quality portfolio that naturally aligns with a
larger, well-capitalized REIT. We are confident this combination positions the assets and stakeholders for continued success.”
Summary of Strategic Benefits:
|
■
|
Immediate 4% AFFO per Share Accretion: GNL expects that the transaction will immediately be 4% accretive to AFFO per share. The transaction is expected to result in the
elimination of duplicative G&A expenses and other cost synergies, totaling approximately $6 million of identified synergies expected to be captured annually.
|
|
■
|
Leverage-Neutral Transaction Maintains Balance Sheet and Liquidity Strength: The all-stock transaction was structured to be leverage-neutral, preserving GNL’s balance
sheet strength and financial flexibility. This transaction structure is expected to provide GNL with significant capacity to invest in strategic growth initiatives and continue to drive leverage down over the long-term.
|
|
■
|
High-Quality Industrial Net Lease Portfolio: GNL will be acquiring a high-quality net lease portfolio concentrated in mission-critical industrial assets, supported by an
attractive weighted average lease term of 15.0 years1 and 2.4% average annual rent escalations2. This long-duration lease profile is expected to extend GNL’s weighted average lease term from 6.1 years as of December 31, 2025 to 7.0 years1 on
a pro forma basis and enhance GNL’s portfolio durability and cash flow visibility. Modiv’s portfolio features a well-recognized tenant base of leading global brands, with 45% of annual base rent derived from investment-grade rated tenants3.
|
|
■
|
Strengthens Portfolio Quality and Diversification: The acquisition will further strengthen GNL’s overall portfolio mix by significantly increasing exposure to
high-quality mission-critical industrial assets while meaningfully reducing office concentration. Modiv’s portfolio is geographically well-diversified, providing exposure to key industrial markets across the United States, which is expected
to enhance GNL’s overall portfolio resilience and stability.
|
|
■
|
Enhanced Platform to Support Long-Term Growth: The transaction, once completed, will enhance GNL’s overall scale, diversification, and capital flexibility, which is
anticipated to position GNL’s platform to more efficiently access capital, pursue strategic investments, and support sustainable long-term growth and value creation.
|
Leadership and Organization
There are no anticipated changes to GNL’s executive management team or Board of Directors in connection with the transaction.
Closing and Transaction Details
Completion of the transaction, which is expected in the third quarter of 2026, is subject to customary closing conditions, including the approval of Modiv stockholders. No approval of GNL stockholders
will be required in connection with the transaction.
As a result of today’s announcement, Modiv does not plan to file its customary earnings release and supplemental information or to host a conference call to discuss its financial results for the
quarter ended March 31, 2026 or subsequent quarters.
|
(332) 265-2020 | 650 Fifth Avenue, 30th Floor, New York, NY 10019
|
Advisors
BMO Capital Markets is acting as sole financial advisor to GNL and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Greenberg Traurig, LLP are serving as legal counsel to GNL.
Truist Securities is acting as sole financial advisor to Modiv and Morrison & Foerster LLP and Venable LLP are serving as legal counsel to Modiv.
About Global Net Lease, Inc.
Global Net Lease, Inc. (NYSE: GNL) is a publicly traded real estate investment trust that focuses on acquiring and managing a global portfolio of income-producing net lease assets across the U.S., and
Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.
About Modiv Industrial, Inc.
Modiv Industrial, Inc. is an internally managed REIT that is focused on single-tenant net-lease industrial manufacturing real estate. Modiv actively acquires critical industrial manufacturing
properties with long-term leases to tenants that fuel the national economy and strengthen the nation's supply chains. For more information, please visit www.modiv.com
Footnotes
[1] Metric based on square feet as of December 31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.
[2] Metric based on Annual Base Rent as of December 31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.
[3] Investment Grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of tenant
parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant's obligation under the lease) or by using a proprietary Moody's analytical tool, which generates an implied rating by measuring a company's probability of
default. The term "parent" for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant or a guarantor. Based on Annual Base Rent and as of December 31, 2025, Modiv’s portfolio was
23% actual investment grade rated, and 22% implied investment grade rated.
Additional Information and Where to Find It
In connection with the transaction, GNL intends to file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (the “Registration Statement”), which will
include a preliminary proxy statement of Modiv as well as a preliminary prospectus relating to the offer of securities to be issued to the stockholders of the Modiv (the “Proxy Statement/Prospectus”). After the Registration Statement is declared
effective, a definitive proxy statement and other relevant documents will be mailed to stockholders of Modiv as of the record date to be established for voting on the transaction and other matters as described in the Proxy Statement/Prospectus. GNL
and Modiv will also file other documents regarding the transaction with the SEC. This press release does not contain all of the information that should be considered concerning the transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, MODIV STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/ PROSPECTUS, AND AMENDMENTS THERETO,
AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH MODIV’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTION AND
OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MODIV AND THE TRANSACTION.
|
(332) 265-2020 | 650 Fifth Avenue, 30th Floor, New York, NY 10019
|
Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by GNL,
without charge, once available, on the SEC’s website at www.sec.gov, or by directing a request to: Global Net Lease, Inc., 650 Fifth Avenue, 30th Floor, New York, New York 10019, or by email at investorrelations@globalnetlease.com. Copies of the
documents filed or to be filed with the SEC by Modiv will be available, without charge, on Modiv’s website at www.modiv.com.
Participants in the Solicitation
GNL, Modiv and their respective directors and executive officers may be deemed participants under SEC rules in the solicitation of proxies from Modiv’s stockholders in connection with the transaction.
Information regarding GNL’s directors and executive officers, including information regarding their interests in the transaction and their ownership of GNL’s securities, is available in GNL’s Annual
Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 25, 2026 (the “GNL 2025 Annual Report”), and GNL’s proxy statement, dated April 7, 2026, for its 2026 annual meeting of stockholders (the “GNL 2026 Proxy”), which
can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of GNL’s securities by GNL’s directors or executive officers from the amounts described in the GNL 2026 Proxy have been
reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the GNL 2026 Proxy and are available at the SEC’s website at www.sec.gov. Information regarding Modiv’s directors and executive officers,
including information regarding their interests in the transaction and their ownership of Modiv’s securities, is available in Modiv’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 25, 2026, and the
amendment thereto on Form 10-K/A, filed with the SEC on April 30, 2026 (the “Modiv 2025 Annual Report”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Modiv’s
securities by Modiv’s directors or executive officers from the amounts described in the Modiv 2025 Annual Report have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Modiv 2025
Annual Report and are available at the SEC’s website at www.sec.gov. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Modiv’s stockholders in connection
with the transaction will be set forth in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Investors should read the Proxy Statement/Prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free copies of these documents from GNL or Modiv using the sources indicated above.
No Offer or Solicitation
This press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction
and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of GNL or Modiv, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is not, and under no circumstances is
to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the transaction and the parties thereto. All statements contained
in this press release other than statements of historical fact, including, without limitation, statements regarding the transaction between GNL and Modiv; the anticipated benefits and timing of the transaction, GNL’s future financial performance; and
other statements regarding management’s intentions, beliefs, or expectations with respect to the GNL’s future performance following the consummation of the transaction, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “should,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
|
(332) 265-2020 | 650 Fifth Avenue, 30th Floor, New York, NY 10019
|
These forward-looking statements are based on the current expectations and assumptions of GNL and Modiv and are subject to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) GNL’s or Modiv’s continued qualification as a REIT under the Internal Revenue Code of 1986, as amended (2) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (3) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the transaction
and any definitive agreements with respect thereto; (4) the inability to complete the transaction, including due to failure to obtain approval of the stockholders of Modiv or other conditions to closing; (5) the risk that the transaction disrupts
GNL’s current plans, business relationships, performance, operations and business generally as a result of the announcement and consummation of the transaction; (6) the risk that the price of GNL’s securities may be volatile due to a variety of
factors, including changes in laws, regulations, technologies, natural disasters, geopolitical tensions, and macro-economic and social environments affecting its business; (7) the ability to recognize the anticipated benefits of the transaction,
which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the transaction; (9) changes in applicable laws or regulations;
(10) risks related to GNL and Modiv’s business, including client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, re-leasing uncertainties, and
potential damages from natural disasters; competition, impairments in the value of real estate assets; changes in domestic and foreign income tax laws and rates; and (11) other risks detailed from time to time in GNL or Modiv’s filings with the SEC
including the Registration Statement and related documents filed or to be filed in connection with the transaction.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of each of the
GNL 2025 Annual Report and the Modiv 2025 Annual Report, subsequent Quarterly Reports on Form 10-Q and the Registration Statement and Proxy Statement/Prospectus that will be filed by GNL, and other documents filed by GNL and Modiv from time to time
with the SEC, as well as the list of risk factors included herein. These filings identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.
Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put
undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this
press release.
Contacts:
Investor Relations
Email: investorrelations@globalnetlease.com
|
(332) 265-2020 | 650 Fifth Avenue, 30th Floor, New York, NY 10019
|
FAQ
What did Modiv Industrial (MDV) announce with Global Net Lease?
Modiv Industrial agreed to merge with Global Net Lease in an all-stock transaction. Each Modiv common share will convert into 1.975 GNL shares, valuing Modiv at about $18.82 per share and a $535 million enterprise value, subject to customary closing conditions.
What will Modiv Industrial (MDV) common stockholders receive in the merger?
Modiv common stockholders will receive 1.975 shares of GNL common stock for each Modiv share. Based on GNL’s May 1, 2026 share price, this equals roughly $18.82 per Modiv share, representing a 17% premium to Modiv’s last closing price before announcement.
How are Modiv Industrial’s preferred stockholders treated in the GNL merger?
Each share of Modiv’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock will be converted into $25.00 in cash, plus any accrued and unpaid dividends to, but not including, the closing date. GNL also plans to pay off Modiv’s preferred using its revolving credit facility and cash.
How will ownership of the combined Global Net Lease–Modiv company be split?
After closing, existing Global Net Lease stockholders are expected to own approximately 89% of the combined company, while Modiv stockholders will own about 11%. This reflects the agreed 1.975 GNL-share exchange ratio for each Modiv common share and OP unit outstanding at closing.
Is the Global Net Lease acquisition of Modiv Industrial expected to be accretive?
Yes. Global Net Lease expects the transaction to be immediately 4% accretive to its adjusted funds from operations (AFFO) per share. The company also projects the deal will be leverage neutral after repaying all of Modiv’s debt and preferred stock using GNL’s revolving credit facility and cash.
What termination fees apply if the Modiv–GNL merger does not close?
If Modiv pursues a superior proposal or certain recommendation changes or vote failures occur with an alternative deal, Modiv may owe GNL a $10 million termination fee. In specified uncured breach or failure-to-close situations, the breaching party may owe the other a $15 million termination fee.
When is the Modiv Industrial and Global Net Lease transaction expected to close?
The companies expect to complete the transaction in the third quarter of 2026. Closing depends on approval by Modiv stockholders, effectiveness of a Form S‑4 registration statement, NYSE listing approval for new GNL shares, tax opinions and other customary regulatory and closing conditions.