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The Mergers (Tables) | 3 Months Ended
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Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract] |
Schedule of 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 Shares |  | 209,906 |  |  | $ | 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 Units |  | 115,857 |  |  | $ | 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 consideration |  |  |  |  |  | 1,617,015 |  |  |
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. (4)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 three months ended March 31, 2023, and, in the case of assets located outside of the U.S., based on the applicable exchange rate at the time of purchase. The Company did not acquire any properties during the three months ended March 31, 2024. All of the acquisitions in the three months ended March 31, 2023 were considered asset acquisitions for accounting purposes.
|  |  |  | Three Months Ended March 31,
(Dollar amounts in thousands) |  |  |  | 2023
Assets Acquired: |  |  |  |
Real estate investments, at cost: |  |  |  |
Land |  |  |  | $ | 4,757 |
Buildings, fixtures and improvements |  |  |  | 30,087 |
Total tangible assets |  |  |  | 34,844 |
Intangibles acquired: |  |  |  |
In-place leases |  |  |  | 4,128 |
Above-market lease assets |  |  |  | 40,964 |
Total Intangible assets |  |  |  | 45,092 |
Right-of -use asset |  |  |  | 1,426 |
Cash paid for acquired real estate investments |  |  |  | $ | 81,362 |
Number of properties purchased |  |  |  | 8 |
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 March 31, 2024 and 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 Adjustments |  | Amounts Recognized as of the Acquisition Date (as adjusted)
Assets Acquired: |  |  |  |  |  |
Land |  | $ | 954,967 |  |  | $ | 615 |  |  | $ | 955,582 |
Buildings, fixtures and improvements |  | 2,526,810 |  |  | 349 |  |  | 2,527,159 |
Total tangible assets |  | 3,481,777 |  |  | 964 |  | (1) |  | 3,482,741 |
Acquired intangible assets: |  |  |  |  |  |
In-place leases |  | 582,475 |  |  | (1,045) |  |  | 581,430 |
Above-market lease assets |  | 67,718 |  |  | 50 |  |  | 67,768 |
Total acquired intangible lease assets |  | 650,193 |  |  | (995) |  | (1) |  | 649,198 |
Cash |  | 65,223 |  |  | (607) |  | (2) |  | 64,616 |
Operating lease right-of-use assets |  | 26,407 |  |  | 10 |  |  | 26,417 |
Prepaid expenses and other assets |  | 60,862 |  |  | 1,910 |  | (3) |  | 62,772 |
Goodwill |  | 29,817 |  |  | (2,765) |  | (4) |  | 27,052 |
Total assets acquired |  | 4,314,279 |  |  | (1,483) |  |  | 4,312,796 |
Liabilities Assumed: |  |  |  |  |  |
Mortgage notes payable, net |  | 1,587,455 |  |  | — |  |  | 1,587,455 |
Senior notes, net |  | 386,250 |  |  | — |  |  | 386,250 |
Acquired intangible lease liabilities |  | 76,682 |  |  | 3 |  |  | 76,685 |
Accounts payable and accrued expenses |  | 86,031 |  |  | (1,456) |  | (5) |  | 84,575 |
Operating lease liabilities |  | 26,407 |  |  | (30) |  |  | 26,377 |
Prepaid rent |  | 18,439 |  |  | — |  |  | 18,439 |
Total liabilities assumed |  | 2,181,264 |  |  | (1,483) |  |  | 2,179,781 |
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 net 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 net 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 net 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.

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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