The Necessity Retail REIT Inc.

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Ademi LLP is investigating RTL (NASDAQ: RTL) for possible breaches of fiduciary duty and other violations of law in its transaction with GNL.

In the transaction, RTL shareholders will receive only 0.670 shares of GNL for each common share of RTL, which represents a total consideration of $7.08 per share based on share prices as of May 23, 2023. Based on this fixed exchange ratio of 0.670, GNL stockholders are expected to own approximately 45% of GNL Post-closing, RTL stockholders are expected to own approximately 39%, and the owner of the former external manager and its affiliates are expected to own up to 17%. The transaction agreement unreasonably limits competing bids for RTL by imposing a significant penalty if RTL accepts a superior bid. RTL insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of RTL’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for RTL.