Greetings, and welcome to the Global Net Lease Fourth Quarter and Full Year 2024 Earnings Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the call over to Jordyn Schoenfeld, Associate at Global Net Lease. Please go ahead.

Thank you. Morning, everyone, and thank you for joining us for GNL's fourth quarter and full year 2024 earnings call. Joining me today on the call is Michael Weil, GNL's Chief Executive Officer, and Chris Masterson, GNL's Chief Financial Officer. The following information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please review the forward-looking and cautionary statements section at the end of our fourth quarter 2024 earnings release for various factors that could cause actual results to differ materially from forward-looking statements made during our call today. As stated in our SEC filings, GNL this including except as required by law. Also, during today's call, we will discuss certain non-GAAP financial measures which we believe can be useful in evaluating the company's financial performance. Descriptions of those non-GAAP financial measures that we use such as AFFO and adjusted EBITDA and reconciliation of these measures to our results as reported in accordance with GAAP are detailed in our earnings release and in our annual report on Form 10-Ks for the year ended December 31, 2024, which was filed on February 27, 2025. I'll now turn the call over to our Chief Executive Officer, Michael Weil.

Thanks, Jordyn. Good morning, and thank you all for joining us today. 2024 was a remarkable year for GNL, marked by the achievement of all of the financial objectives we outlined at the time of the merger and internalization. And at the start of the year. One of the most exciting highlights was meeting and exceeding full-year guidance, completing $835 million in dispositions during the year. At a cash cap rate of 7.1% on occupied assets. With a weighted average remaining lease term of only 4.9 years. This total surpassed the high end of our revised guidance range of $650 million to $800 million and exceeded the original high-end projection by $235 million. The proceeds from these transactions were used to reduce outstanding net debt by $734 million. Lowering our net debt to adjusted EBITDA ratio from 8.4 times at the start of the year to 7.6 times at the end of the year. We believe these strategic sales enhance the overall quality of our portfolio and position GNL for long-term growth. Reinforcing our commitment to delivering value to our shareholders. Despite the significant volume of dispositions, including selling $63 million in annual base rent, our 2024 AFFO per share totaled $1.32. Remaining within our original guidance range of $1.30 to $1.40. Highlighting the strength of our strategy and disciplined execution. An additional highlight was delivering $85 million in annual recurring savings as of the third quarter of 2024 as a result of the merger and internalization with the Necessity Retail REIT. Exceeding our initial target of $75 million of cost synergies. This accomplishment underscores the strength of our integration efforts and our ability to unlock value from strategic initiatives. Another area of focus in 2024 was increasing portfolio occupancy, particularly through new leasing activity and attractive renewals. We raised…

Chris? Thanks, Mike. Please note that, as always, a reconciliation of GAAP net income to non-GAAP measures can be found in our earnings release which is posted on our website. For the fourth quarter 2024, we recorded revenue of $199.1 million and a net loss attributable to common stockholders of $17.5 million. Compared to $206.7 million and $59.5 million respectively in the fourth quarter of 2023. AFFO was $78.3 million or $0.34 per share in the fourth quarter of 2024. Compared to $71.7 million or $0.31 per share in the fourth quarter of 2023. AFFO in the fourth quarter of 2024 includes funds collected from Children of America, a tenant that had not paid rent for the past years. Leading to a switch to cash basis accounting in 2023. Through persistent negotiations and the unwavering dedication of our team, we successfully collected $4.5 million in past due rent positively impacting AFFO and adjusted EBITDA in the quarter. Shortly after the start of the new year, we completed the disposition of Children of America office asset as part of our strategy to reduce exposure to office properties. Looking at our balance sheet, the gross outstanding debt balance was $4.7 billion at the end of the fourth quarter of 2024. Down by $256.4 million from the end of the third quarter. Our debt is comprised of $1 billion in senior notes, $1.4 billion on the multi-currency revolving credit facility, and $2.3 billion of outstanding gross mortgage debt. As of the end of the fourth quarter of 2024, 91% of our debt is fixed. Up from 80% as of December 31, 2023. Reflecting debt tied to fixed rates or debt that is swapped to fixed rates. Our weighted average interest rate stood at 4.8% and our interest coverage ratio was 2.5 times. At the end of the fourth quarter 2024, our net debt to adjusted EBITDA ratio was 7.6 times based on net debt of $4.6 billion. As a reminder, our net debt to adjusted EBITDA was 8.4 times at the start of 2024. As of December 31, 2024, we have liquidity of approximately $492.2 million and $460 million of capacity on our revolving credit facility. Additionally, we had approximately 231.1 million shares of common stock outstanding. And approximately 230.6 million shares outstanding on a weighted average basis for the fourth quarter of 2024. We are pleased to introduce initial 2025 guidance which is contingent on the sale of our multi-tenant portfolio. We project an AFFO per share guidance range of $0.90 to $0.96. And a net debt to adjusted EBITDA range of 6.5 times to 7.1 times. Additionally, as Mike mentioned, we expect the board will reduce our quarterly dividends per share of common stock from 27.5 cents per share to 19 cents beginning with the dividend expected to be declared in April 2025. I'll now turn the call back to Mike for some closing remarks.

Thanks, Chris. Fiscal year 2024 was a highly productive period for GNL. As we successfully executed our key financial objectives we laid out at the start of the year. We exceeded the high end of our disposition target. $835 million in closed sales. Further reduced net debt by $734 million. And surpassed our $75 million cost synergy goal by achieving $85 million. $10 million above our original estimate. Demonstrating the resilience and quality of our portfolio, we maintained strong leasing momentum throughout the year, increasing occupancy from 93% as of the end of the first quarter of 2024 to 97% by year-end. Complemented by a positive renewal spread of 6.8% across a portfolio. Lastly, we proactively manage near-term debt maturities. Successfully reducing the 2025 maturity balance by $250 million since the original issuance. Strengthening our flexibility with multiple refinancing options. The sale of the multi-tenant portfolio would mark a transformative step for GNL. Allowing us to accelerate our deleveraging plan and clear a path for sustained growth. By reducing leverage and strengthening our financial foundation, we believe we'll position ourselves to potentially secure an investment-grade credit rating. A milestone that would significantly lower our cost of capital and borrowing costs while enhancing financial flexibility. Beyond the financial benefits, this proposed transaction would simplify and refine our portfolio. Aligning it with our strategic vision of becoming a pure-play net lease owner and operator. The transaction is not merely a tactical move, but a strategic one. And we expect would reset the company to thrive over the long term. It would strengthen portfolio metrics, bolster our balance sheet, and increase GNL's overall financial stability and flexibility. We view this transaction as a deliberate, forward-looking decision that prioritizes what is best for GNL over the long term. This comprehensive perspective is integral to our strategy and underscores our commitment to delivering sustainable growth and value for shareholders. We're available to answer any questions you may have after the call. Operator, please open the line for questions.

Well, now we can obtain a question and answer session. Participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. One moment. There's a lot of qualified questions. Thank you. Our first question is from Upal Rana with KeyBanc Capital Markets. Please proceed with your question.

Alright. Thank you for taking my question. Thanks. Just wonderful. Good morning. Congrats on the deal. You know, I'm just curious on the pricing of the portfolio. Is this where you expected to shake out or any other color that would be helpful? Thank you.

Sure. You know, I think that the way we thought about it was this is a hundred property portfolio. There's a great portfolio of shopping centers. We engaged with Bank of America and, you know, really look for the best buyer, and RCG brought to the table factor, but not the only important factor. We felt that their ability to execute the way they approached the asset underwriting and what it accomplished for us remember, we really had talked about a multiyear deleveraging strategy, and I'm not saying we're finished deleveraging. But I am saying this accelerates the deleveraging in a way that has so many benefits, not only from the G&A side of things, but just importantly, this singular focus on single-tenant assets. So we feel that it's a good price. You know, there aren't a lot of, we'll call it, a $1.8 billion transaction in the market to evaluate against. So we were very satisfied appreciated their timing, their speed, their ability to underwrite and this is gonna be a great transaction long term for our shareholders. So we made the decision to go ahead.

Okay. Great. That was helpful. And then just on RCG, you talked about a little bit about them already, but you have no reservations on them potentially making it to the finish line and closing the deal. Correct? For a number of years in a much smaller relationship than this. But we certainly know them as professionals very capable of performing and, frankly, they may be a little bit on the unknown side of things, but very sophisticated backing and we have no reservations coupled with the fact that we have a $25 million nonrefundable deposit, and I know how motivated they are. And we're making great progress for the first closing.

Okay. Great. And just last one for me would be, you know, you right-sized the dividend again. Which certainly makes sense, but you are eyeing further disposition especially the office portfolio. You know, should we assume there could be more rightsizing the dividend again in the future once the office portfolio is addressed?

Yeah. You know, we never wanna speculate far into the future, but I have to say we took a very fulsome approach to how we were going to issue guidance for 2025. We looked at everything. We looked at where we were. We looked at pipeline, and we looked at our goals for further leverage reduction. And we feel that this is an appropriate and prudent reduction in dividend one that gives us the safety of a strong payout ratio, so we're very comfortable and confident where we are today. And, you know, I just would add on to that without kind of over answering. If you can all just think about between 2024 and when we close this deal with RCG, the company will have sold about $3 billion of assets in that period. And that is over $200 million of NOI. So I think it's reasonable to understand. Nobody likes a dividend cut, and we certainly didn't discuss it and approach it with the board in any kind of casual way, and the casually. But this is an appropriate reset of the dividend based on the fact that we're now a single-focused single-tenant portfolio where we will be upon closing. That's about $6 billion of assets down from roughly $9 billion. So I do think that it, you know, the logic of the reduction is there. And, frankly, something that a number of analysts and investors have asked us about, and I'll just end it by saying I do think it's appropriate, and I think we're well-positioned for go forward.

Okay. Great. That was helpful. That's it for me. Thank you. And, Upal, I'm also gonna just ask you to remember, the fact that this is about $80 million of recurring free cash flow which, you know, is just, again, another important and strong thing for the company.

Great. Thank you.

As a reminder, if you'd like to ask a question, please press. Our next question is from Eric Borton with BMO Capital Markets.

Good morning, Eric.

Hey. Good morning. I just have a question on the portfolio sale. You know, was there a write-down associated with that sale? You know, correct me if I'm wrong. I remember it was valued around $2.7 billion versus the $1.7 billion of proceeds expected today. So just curious if you could provide any color there on what the delta is. You know, I know there were some asset sales, you know, last year that may contribute to it, but if there's, you know, anything else that you could provide, that would be helpful.

Trish, you wanna take it? Mike, would you like Yes. I like to take it. So just to first, the $2.7 billion that goes back to gross asset values that were previously on the RTL book. As opposed to what came over on GNL and where they stood on our books. And at this point, we did not take a write-down. We actually do expect when the transaction fully closes that we'll be in a position where we have a realized gain.

Okay. That's helpful. And then on the annual CapEx side, you know, the reduction from $44 to $10, you know, is definitely helpful in terms of to the bottom line. But you know, would have thought it would have been just a little bit lower, given your net lease business model. So just anything.

Yeah. Like just about every net lease REIT, there's a mix of triple net and double net and need to be done that we budget for.

Okay. And then how should we think about the use of proceeds in terms of a pecking order, you know, what is your number one priority today? In terms of potential share repurchase, continuing to delever, and, you know, acquisitions.

I will without hesitation, tell you acquisitions is number three. Least important. I can't prioritize definitively, leverage reduction with stock buyback because stock buyback the board approved a $300 million stock buyback. And we will use it opportunistically and strategically. But in the overall scheme of things, of course, the majority of the proceeds will be used for leverage reduction, know, Chris and Ori and I are very excited about seeing our balance on our credit facility essentially taken to zero. The RCG transaction, they're assuming a little over $400 million of CMBS. So it's just gonna change our leverage profile of the company. And just as important, it's also going to change our liquidity profile. So I would look very much forward to the time that acquisitions are interesting to us, but, frankly, I'm a little underwhelmed with what's in the market from an acquisition standpoint, I see cap rates and cost of debt and I don't see the same opportunities that I would have said existed probably five years ago, three years ago. This is very interesting and fortunate timing for us because we're able to reshape the company at a time where being out of the acquisition market for, you know, the near term, is actually a benefit. And we're really gonna take advantage of that. And be positioned when markets present opportunities that are worth acquiring and seeing the accretion, we'll be in a good position to participate in that but I don't think that's near term.

Well, thank you very much. I will leave it there.

Thanks, Eric.

Thank you. Our final question will come from Mitch Germain with Citizens JMP.

Good morning. Thank you. Michael, please don't share the word acquisitions again. I'm just kidding. Can you know, you did so much. Right? $3 billion-ish give or take. And while you probably want to at least rest a little, you know, you have to get to ask the question, what's next? Right. So obviously, you've mentioned an office exit is certainly something that you are potentially going to pursue. Are there any barriers because of you've got some debt outside the US, are there any barriers or covenants that prevent you from doing something similar transaction in the office sector?

Well, first of all, we've known each other a long time, Mitch. So there's no time for rest. We're ready to go. We're you know, we work very hard to get the RCG deal to a point where we felt that it should be announced and had the deposit nonrefundable. And then we turned right obviously, to today. I wanna point out that the RCG transaction is closing in three tranches. The first at the end of the first quarter, the end of March, the next two towards the end of June. So we're gonna be very busy making sure that everything is moving along, loan assumptions, transfers, etcetera. I would like to point out post-closing of the RCG transaction, GNL, 75% of our straight-line rent, is gonna come from single-tenant net lease, retail, industrial, and distribution. Prior, that was only 55%. So we will be predominantly retail, industrial, and distribution, which I think is in a very valuable mix. We will and have already spoken about opportunistic dispositions that we'll continue to look at. We have certain office properties that are long-term leases with great tenants that we feel very good about, and we have others that we feel might be categorized or are categorized as non-core that we will look to continue doing what I think we've shown the market we do really well. Which is strategic disposition. Of non-core assets. So you know, we've put out full-year guidance for 2025. And we've taken into account some additional non-core asset dispositions, so I think 2025 is pretty clearly designated, we're looking forward to the execution. Again, something that I think we've shown the market we can do well. We do execute just like we exceeded our $75 million of deal synergies. We achieved $85 million. We're gonna just you know, the pins are set up. We're gonna knock them down. We're gonna enjoy the deleveraging. You know, getting in that sub-seven times this quickly, you know, you and I have talked about it. If we hadn't announced the RCG deal, I think we were probably, you know, one and a half to two years to achieve what we announced 2025 guidance.

So is there any other sales over the $2.1 billion, give or take, that you have on a slide. Back in your investor presentation, is there anything else assumed on top of that? Or is that what's in your guidance today? If I have a slide in the deck that I wanna reference, that talks about our pipeline. And it's successfully executing disposition plan is the slide, Mitch. We can talk about it later today. Yeah. No. It's two zero two billion and almost $2.1 billion. And it's got stuff that's under PSA LOI. I guess, I and I recognize some of it's closed also. I recognize all that is what right now is under contemplation, I'm curious, does guidance assume anything on top of that? Right? Because I would assume the bulk of this will be done by the end of the second quarter. So we still have six months after that less than the year. So should we be thinking about other dispositions on top of the what's referenced on the slide right now?

I think that you should rely on the guidance that we put out for 2025. The AFFO per share and the net debt to EBITDA takes into account what we're looking at for full year 2025 as far as additional opportunistic dispositions.

Okay. That's helpful. Can you just talk a little bit about the bidding process? I mean, I recognize I think you mentioned Bank of America helping out. Some relationship with RCG, but I mean, you know, was this in how many parties? I know that you may wanna be careful what you share, but I'm just curious more or less, you know, kinda what how the process played out.

So I am gonna be careful because, you know, I'll only talk to what we've disclosed publicly. But we did engage Bank of America to run the process. It was a multiparty process. There were several bidders that were full portfolio bidders, there were a number of bidders that were looking at breaking up the portfolio. But when we took into account RCG's interest in the full portfolio, their timing and ability to execute, you know, there were a lot of factors that went into the evaluation. They were clearly the best buyer for this portfolio, and that's how the decisioning came to be.

Right. Last one for me. I just circling back to that $4.5 million. So that's just a one-timer. Right, Chris? We should remove that from the run rate and it's sitting in operating rents right now?

Correct.

Thank you.

Thank you. There are no further questions at this time. I'd like to hand the floor over to management for any closing remarks.

Great. Well, thanks, everybody. As always, we appreciate you giving us some time to discuss what we think is really important news for Global Net Lease. We continue to be available. We look forward to talking to anybody that has questions. And we will continue to update you on the progress and success. And this is a great way for us to finish up 2024 and kick off 2025.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.