00015681622020FYFALSE☒us-gaap:AccountingStandardsUpdate201602MemberP6M0.55050500.0350.10416670.02083330.0625000P1Y66—6600600015681622020-01-012020-12-310001568162us-gaap:CommonClassAMember2020-01-012020-12-310001568162afin:A7.50SeriesACumulativeRedeemablePerpetualPreferredStock0.01parvalueMember2020-01-012020-12-310001568162afin:A7375SeriesCCumulativeRedeemablePerpetualPreferredStock001ParValuePerShareMember2020-01-012020-12-310001568162afin:PreferredStockPurchaseRightsMember2020-01-012020-12-31iso4217:USD00015681622020-06-30xbrli:shares00015681622021-02-1800015681622020-12-3100015681622019-12-31xbrli:pure0001568162afin:A7.50SeriesACumulativeRedeemablePerpetualPreferredStock0.01parvalueMember2019-01-012019-12-31iso4217:USDxbrli:shares0001568162afin:A7.50SeriesACumulativeRedeemablePerpetualPreferredStock0.01parvalueMember2020-12-310001568162afin:A7.50SeriesACumulativeRedeemablePerpetualPreferredStock0.01parvalueMember2019-12-310001568162afin:A7375SeriesCCumulativeRedeemablePerpetualPreferredStock001ParValuePerShareMember2019-01-012019-12-310001568162afin:A7375SeriesCCumulativeRedeemablePerpetualPreferredStock001ParValuePerShareMember2019-12-310001568162afin:A7375SeriesCCumulativeRedeemablePerpetualPreferredStock001ParValuePerShareMember2020-12-3100015681622019-01-012019-12-3100015681622018-01-012018-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2017-12-310001568162us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2017-12-310001568162us-gaap:CommonStockMember2017-12-310001568162us-gaap:AdditionalPaidInCapitalMember2017-12-310001568162us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-310001568162us-gaap:RetainedEarningsMember2017-12-310001568162us-gaap:ParentMember2017-12-310001568162us-gaap:NoncontrollingInterestMember2017-12-3100015681622017-12-310001568162us-gaap:CommonStockMember2018-01-012018-12-310001568162us-gaap:AdditionalPaidInCapitalMember2018-01-012018-12-310001568162us-gaap:ParentMember2018-01-012018-12-310001568162us-gaap:NoncontrollingInterestMember2018-01-012018-12-310001568162us-gaap:RetainedEarningsMember2018-01-012018-12-310001568162us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2018-12-310001568162us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2018-12-310001568162us-gaap:CommonStockMember2018-12-310001568162us-gaap:AdditionalPaidInCapitalMember2018-12-310001568162us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310001568162us-gaap:RetainedEarningsMember2018-12-310001568162us-gaap:ParentMember2018-12-310001568162us-gaap:NoncontrollingInterestMember2018-12-3100015681622018-12-310001568162us-gaap:RetainedEarningsMembersrt:RevisionOfPriorPeriodAccountingStandardsUpdateAdjustmentMember2018-12-310001568162srt:RevisionOfPriorPeriodAccountingStandardsUpdateAdjustmentMemberus-gaap:ParentMember2018-12-310001568162srt:RevisionOfPriorPeriodAccountingStandardsUpdateAdjustmentMember2018-12-310001568162us-gaap:CommonStockMember2019-01-012019-12-310001568162us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001568162us-gaap:ParentMember2019-01-012019-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2019-01-012019-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:ParentMember2019-01-012019-12-310001568162us-gaap:SeriesAPreferredStockMember2019-01-012019-12-310001568162us-gaap:NoncontrollingInterestMember2019-01-012019-12-310001568162us-gaap:RetainedEarningsMember2019-01-012019-12-310001568162us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2019-12-310001568162us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2019-12-310001568162us-gaap:CommonStockMember2019-12-310001568162us-gaap:AdditionalPaidInCapitalMember2019-12-310001568162us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001568162us-gaap:RetainedEarningsMember2019-12-310001568162us-gaap:ParentMember2019-12-310001568162us-gaap:NoncontrollingInterestMember2019-12-310001568162us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001568162us-gaap:ParentMember2020-01-012020-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2020-01-012020-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:ParentMember2020-01-012020-12-310001568162us-gaap:SeriesAPreferredStockMember2020-01-012020-12-310001568162us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2020-01-012020-12-310001568162us-gaap:SeriesCPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001568162us-gaap:SeriesCPreferredStockMemberus-gaap:ParentMember2020-01-012020-12-310001568162us-gaap:SeriesCPreferredStockMember2020-01-012020-12-310001568162us-gaap:CommonStockMember2020-01-012020-12-310001568162us-gaap:NoncontrollingInterestMember2020-01-012020-12-310001568162us-gaap:RetainedEarningsMember2020-01-012020-12-310001568162us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001568162us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2020-12-310001568162us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2020-12-310001568162us-gaap:CommonStockMember2020-12-310001568162us-gaap:AdditionalPaidInCapitalMember2020-12-310001568162us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001568162us-gaap:RetainedEarningsMember2020-12-310001568162us-gaap:ParentMember2020-12-310001568162us-gaap:NoncontrollingInterestMember2020-12-310001568162us-gaap:SeriesAPreferredStockMember2018-01-012018-12-310001568162us-gaap:SeriesCPreferredStockMember2019-01-012019-12-310001568162us-gaap:SeriesCPreferredStockMember2018-01-012018-12-310001568162us-gaap:CommonClassAMember2019-01-012019-12-310001568162us-gaap:CommonClassAMember2018-01-012018-12-310001568162us-gaap:DividendDeclaredMemberus-gaap:PreferredStockMember2020-12-310001568162us-gaap:DividendDeclaredMemberus-gaap:PreferredStockMember2019-12-310001568162us-gaap:DividendDeclaredMemberus-gaap:PreferredStockMember2018-12-31afin:propertyutr:sqft0001568162afin:NetLeasedCommercialPropertiesMember2020-12-310001568162afin:NetLeasedRetailPropertiesMember2020-12-310001568162afin:StabilizedCoreRetailPropertiesMember2020-12-310001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2020-03-012020-03-310001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2020-04-012020-04-3000015681622020-03-302020-03-300001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2020-07-242020-07-240001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2020-12-012020-12-3100015681622019-04-012019-04-0100015681622019-04-012019-06-300001568162us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2020-12-310001568162us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2019-12-310001568162srt:MinimumMember2020-01-012020-12-310001568162srt:MaximumMember2020-01-012020-12-31afin:segment0001568162us-gaap:BuildingMember2020-01-012020-12-310001568162us-gaap:LandImprovementsMember2020-01-012020-12-310001568162us-gaap:FurnitureAndFixturesMember2020-01-012020-12-310001568162srt:RestatementAdjustmentMember2018-01-012018-12-310001568162srt:RestatementAdjustmentMember2018-12-310001568162afin:AboveMarketAndBelowMarketLeasesMembersrt:RestatementAdjustmentMember2018-12-310001568162us-gaap:LeasesAcquiredInPlaceMember2020-01-012020-12-310001568162us-gaap:LeasesAcquiredInPlaceMember2019-01-012019-12-310001568162us-gaap:LeasesAcquiredInPlaceMember2018-01-012018-12-310001568162us-gaap:AboveMarketLeasesMember2020-01-012020-12-310001568162us-gaap:AboveMarketLeasesMember2019-01-012019-12-310001568162us-gaap:AboveMarketLeasesMember2018-01-012018-12-310001568162afin:BelowMarketLeaseMember2020-01-012020-12-310001568162us-gaap:LeasesAcquiredInPlaceMember2020-12-310001568162us-gaap:LeasesAcquiredInPlaceMember2019-12-310001568162us-gaap:AboveMarketLeasesMember2020-12-310001568162us-gaap:AboveMarketLeasesMember2019-12-310001568162afin:DepreciationandAmortizationMemberus-gaap:LeasesAcquiredInPlaceMember2020-01-012020-12-310001568162afin:DepreciationandAmortizationMemberus-gaap:LeasesAcquiredInPlaceMember2019-01-012019-12-310001568162afin:DepreciationandAmortizationMemberus-gaap:LeasesAcquiredInPlaceMember2018-01-012018-12-310001568162us-gaap:AboveMarketLeasesMemberafin:RentalIncomeMember2020-01-012020-12-310001568162us-gaap:AboveMarketLeasesMemberafin:RentalIncomeMember2019-01-012019-12-310001568162us-gaap:AboveMarketLeasesMemberafin:RentalIncomeMember2018-01-012018-12-310001568162afin:BelowMarketLeaseMemberafin:RentalIncomeMember2020-01-012020-12-310001568162afin:BelowMarketLeaseMemberafin:RentalIncomeMember2019-01-012019-12-310001568162afin:BelowMarketLeaseMemberafin:RentalIncomeMember2018-01-012018-12-310001568162afin:RentalIncomeMember2020-01-012020-12-310001568162afin:RentalIncomeMember2019-01-012019-12-310001568162afin:RentalIncomeMember2018-01-012018-12-310001568162us-gaap:OperatingExpenseMemberafin:BelowMarketGroundLeaseMember2020-01-012020-12-310001568162us-gaap:OperatingExpenseMemberafin:BelowMarketGroundLeaseMember2019-01-012019-12-310001568162us-gaap:OperatingExpenseMemberafin:BelowMarketGroundLeaseMember2018-01-012018-12-310001568162us-gaap:OperatingExpenseMemberafin:AboveMarketGroundLeasesMember2020-01-012020-12-310001568162us-gaap:OperatingExpenseMemberafin:AboveMarketGroundLeasesMember2019-01-012019-12-310001568162us-gaap:OperatingExpenseMemberafin:AboveMarketGroundLeasesMember2018-01-012018-12-310001568162us-gaap:OperatingExpenseMember2020-01-012020-12-310001568162us-gaap:OperatingExpenseMember2019-01-012019-12-310001568162us-gaap:OperatingExpenseMember2018-01-012018-12-310001568162afin:DepreciationandAmortizationMemberus-gaap:LeasesAcquiredInPlaceMember2020-12-310001568162us-gaap:AboveMarketLeasesMemberafin:RentalIncomeMember2020-12-310001568162afin:BelowMarketLeaseMemberafin:RentalIncomeMember2020-12-310001568162afin:AboveMarketAndBelowMarketLeasesMemberafin:RentalIncomeMember2020-12-310001568162us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2020-12-310001568162us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberafin:SuntrustBanksIncMember2020-01-012020-12-310001568162us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2020-01-012020-12-310001568162afin:TwoPropertiesExchangedInNonMonetaryTransactionMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2020-01-012020-12-310001568162us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2019-01-012019-12-310001568162us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberafin:SuntrustBanksIncMember2019-01-012019-12-310001568162us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2018-01-012018-12-310001568162us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberafin:SuntrustBanksIncMember2018-01-012018-12-310001568162afin:SuntrustBanksIncMember2020-12-310001568162afin:OnePropertyHeldForUseMemberafin:SuntrustBanksIncMember2019-12-310001568162afin:MultiTenantPropertyMember2020-01-012020-12-310001568162afin:ThreeSingleTenantPropertyMember2020-01-012020-12-310001568162us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2019-01-012019-12-310001568162afin:OnePropertyHeldForUseMember2019-01-012019-12-310001568162us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2018-01-012018-12-310001568162afin:TwelvePropertiesHeldForUseMember2018-01-012018-12-310001568162afin:MultiTenantPropertyMemberafin:SuntrustBanksIncMember2018-01-012018-12-310001568162us-gaap:LeaseholdImprovementsMember2020-04-012020-06-300001568162afin:DepreciationandAmortizationMemberus-gaap:LeaseholdImprovementsMember2020-01-012020-12-310001568162afin:ClassA1NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2020-12-310001568162afin:ClassA1NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2019-12-310001568162afin:ClassA2NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2020-12-310001568162afin:ClassA2NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2019-12-310001568162afin:NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2020-12-310001568162afin:NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2019-12-310001568162afin:SAABSensisIMemberus-gaap:MortgagesMember2020-12-310001568162afin:SAABSensisIMemberus-gaap:MortgagesMember2019-12-310001568162us-gaap:MortgagesMemberafin:SunTrustBankIIMember2020-12-310001568162us-gaap:MortgagesMemberafin:SunTrustBankIIMember2019-12-310001568162afin:SunTrustBankIIIMemberus-gaap:MortgagesMember2020-12-310001568162afin:SunTrustBankIIIMemberus-gaap:MortgagesMember2019-12-310001568162afin:SunTrustBankIVMemberus-gaap:MortgagesMember2020-12-310001568162afin:SunTrustBankIVMemberus-gaap:MortgagesMember2019-12-310001568162afin:SanofiUSIMemberus-gaap:MortgagesMemberafin:SanofiUSINewLoanMember2020-12-310001568162afin:SanofiUSIMemberus-gaap:MortgagesMemberafin:SanofiUSINewLoanMember2019-12-310001568162afin:StopandShopIMemberus-gaap:MortgagesMember2020-12-310001568162afin:StopandShopIMemberus-gaap:MortgagesMember2019-12-310001568162us-gaap:MortgagesMemberafin:MultiTenantMortgageLoanIMember2020-12-310001568162us-gaap:MortgagesMemberafin:MultiTenantMortgageLoanIMember2019-12-310001568162afin:ColumnFinancialMortgageNotesMemberus-gaap:MortgagesMember2020-12-310001568162afin:ColumnFinancialMortgageNotesMemberus-gaap:MortgagesMember2019-12-310001568162afin:ShopsatShelbyCrossingMemberus-gaap:MortgagesMember2020-12-310001568162afin:ShopsatShelbyCrossingMemberus-gaap:MortgagesMember2019-12-310001568162afin:PattonCreekMemberus-gaap:MortgagesMember2020-12-310001568162afin:PattonCreekMemberus-gaap:MortgagesMember2019-12-310001568162afin:BobEvans1Memberus-gaap:MortgagesMember2020-12-310001568162afin:BobEvans1Memberus-gaap:MortgagesMember2019-12-310001568162afin:MultiTenantMortgageLoanIIMemberus-gaap:MortgagesMember2020-12-310001568162afin:MultiTenantMortgageLoanIIMemberus-gaap:MortgagesMember2019-12-310001568162us-gaap:MortgagesMemberafin:MultiTenantMortgageLoanIIIMember2020-12-310001568162us-gaap:MortgagesMemberafin:MultiTenantMortgageLoanIIIMember2019-12-310001568162us-gaap:MortgagesMember2020-12-310001568162us-gaap:MortgagesMember2019-12-310001568162afin:StopandShopIMemberus-gaap:MortgagesMember2019-01-012019-12-310001568162us-gaap:MortgagesMemberafin:MultiTenantMortgageLoanIMember2019-04-012019-06-300001568162us-gaap:MortgagesMemberafin:MultiTenantMortgageLoanIVMember2019-06-300001568162us-gaap:MortgagesMemberafin:MultiTenantMortgageLoanIVMember2019-04-012019-06-300001568162us-gaap:MortgagesMemberafin:LoanAgreementMaturingAugust62025Member2020-07-240001568162us-gaap:MortgagesMember2020-07-240001568162afin:AmendedCreditFacilityMember2020-12-310001568162us-gaap:MortgagesMemberafin:NewPattonCreekLoanAgreementMember2020-12-012020-12-010001568162us-gaap:MortgagesMemberafin:NewPattonCreekLoanAgreementMember2020-12-010001568162us-gaap:MortgagesMemberafin:NewPattonCreekLoanAgreementMemberus-gaap:LondonInterbankOfferedRateLIBORMember2020-12-012020-12-010001568162us-gaap:SubsequentEventMemberus-gaap:MortgagesMemberafin:NewPattonCreekLoanAgreementMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-12-062021-12-060001568162us-gaap:InterestRateCapMemberus-gaap:NondesignatedMember2020-12-310001568162srt:SubsidiariesMember2020-09-040001568162us-gaap:MortgagesMember2020-09-042020-09-040001568162srt:SubsidiariesMemberus-gaap:LondonInterbankOfferedRateLIBORMember2020-09-042020-09-040001568162srt:SubsidiariesMember2020-12-31afin:state0001568162us-gaap:MortgagesMemberafin:LoanAgreementMaturingAugust62025Member2020-07-242020-07-240001568162us-gaap:MortgagesMemberafin:MultiTenantMortgageLoanIMember2020-07-242020-07-240001568162us-gaap:MortgagesMemberafin:MultiTenantMortgageLoanIMember2020-07-240001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2020-07-240001568162us-gaap:MortgagesMemberafin:StopAndShopLoanMember2019-12-180001568162stpr:MAus-gaap:MortgagesMemberafin:StopAndShopLoanMember2019-12-180001568162afin:NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2019-05-300001568162afin:ClassA1NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2019-05-300001568162afin:ClassA2NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2019-05-300001568162afin:NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2019-05-302019-05-300001568162afin:OneHundredNinetyTwoPropertiesMember2020-01-012020-12-310001568162afin:OneHundredNinetyTwoPropertiesMember2020-12-310001568162afin:NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2020-01-012020-12-310001568162afin:ThirtyNinePropertiesMemberus-gaap:MortgagesMember2020-01-012020-12-310001568162afin:ThirtyNinePropertiesMember2020-12-310001568162afin:AmendedCreditFacilityMember2020-01-012020-12-310001568162afin:OneHundredFiftyThreePropertiesMemberafin:NetLeaseMortgageNoteMemberus-gaap:MortgagesMember2020-12-31afin:test0001568162afin:DebtCovenantTestOneMember2020-01-012020-12-310001568162afin:DebtCovenantTestTwoMember2020-01-012020-12-310001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2018-09-300001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2018-04-260001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2020-12-310001568162us-gaap:RevolvingCreditFacilityMember2020-12-310001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2018-04-262018-04-260001568162afin:FederalFundsEffectiveRateMemberafin:LineOfCreditFacilityInterestRateOptionTwoMemberafin:AmendedCreditFacilityMembersrt:MinimumMember2018-04-262018-04-260001568162afin:FederalFundsEffectiveRateMemberafin:LineOfCreditFacilityInterestRateOptionTwoMembersrt:MaximumMemberafin:AmendedCreditFacilityMember2018-04-262018-04-260001568162afin:LineOfCreditFacilityInterestRateOptionTwoMemberafin:AmendedCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMember2018-04-262018-04-260001568162afin:LineOfCreditFacilityInterestRateOptionTwoMembersrt:MaximumMemberafin:AmendedCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2018-04-262018-04-260001568162us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberafin:NewCreditFacilityMember2020-07-242020-07-240001568162us-gaap:RevolvingCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMemberafin:NewCreditFacilityMember2020-07-242020-07-240001568162us-gaap:RevolvingCreditFacilityMemberafin:LondonInterbankOfferedRateLIBORFloorMemberafin:NewCreditFacilityMember2020-01-012020-09-300001568162us-gaap:RevolvingCreditFacilityMemberafin:LondonInterbankOfferedRateLIBORFloorMemberafin:NewCreditFacilityMember2020-07-242020-07-240001568162us-gaap:RevolvingCreditFacilityMember2019-12-310001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2020-01-012020-06-300001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2020-06-300001568162afin:FourConsecutiveFiscalQuartersMemberus-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2020-01-012020-12-310001568162afin:TwoConsecutiveFiscalQuartersMemberus-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2019-11-092019-11-090001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2019-11-040001568162us-gaap:RevolvingCreditFacilityMemberafin:NewCreditFacilityMember2019-11-090001568162us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2020-12-310001568162us-gaap:FairValueInputsLevel3Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310001568162us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2019-12-310001568162us-gaap:FairValueInputsLevel3Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MortgagesMember2020-12-310001568162us-gaap:FairValueInputsLevel3Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MortgagesMember2019-12-310001568162us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MortgagesMember2020-12-310001568162us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MortgagesMember2019-12-310001568162us-gaap:InterestRateSwapMember2020-09-010001568162us-gaap:InterestRateCapMember2020-12-310001568162us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-12-310001568162us-gaap:CashFlowHedgingMembersrt:ScenarioForecastMemberus-gaap:InterestRateSwapMemberus-gaap:InterestExpenseMember2020-10-012021-09-30afin:derivative0001568162us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2020-01-012020-12-310001568162us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2019-01-012019-12-310001568162us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2018-01-012018-12-310001568162us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:InterestExpenseMember2020-01-012020-12-310001568162us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:InterestExpenseMember2019-01-012019-12-310001568162us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:InterestExpenseMember2018-01-012018-12-310001568162us-gaap:CommonClassAMemberafin:OfferingPeriodTwoMember2018-07-192018-07-190001568162afin:CommonClassB1Memberafin:OfferingPeriodOneMember2018-07-192018-07-190001568162afin:CommonClassB2Memberafin:OfferingPeriodOneMember2018-07-192018-07-190001568162afin:CommonClassB2Memberafin:FractionalSharesRepurchasedAsResultOfAutomaticConversionMember2019-01-092019-01-090001568162afin:CommonClassB2Memberafin:FractionalSharesRepurchasedAsResultOfAutomaticConversionMember2019-01-0900015681622018-07-0300015681622018-06-300001568162us-gaap:CommonClassAMember2018-12-310001568162afin:CommonClassB2Member2018-12-310001568162us-gaap:CommonClassAMemberafin:ClassBUnitsConvertedToClassACommonStockMember2018-07-012018-12-310001568162afin:ClassBUnitsConvertedToClassACommonStockMember2018-01-012018-12-310001568162us-gaap:CommonClassAMemberafin:RedemptionOfClassAUnitsForCommonStockMember2018-07-012018-12-310001568162afin:RedemptionOfClassAUnitsForCommonStockMember2018-01-012018-12-310001568162us-gaap:RestrictedStockMember2018-06-300001568162us-gaap:CommonClassAMemberus-gaap:RestrictedStockMember2018-12-310001568162us-gaap:RestrictedStockMemberafin:CommonClassB2Member2018-12-310001568162us-gaap:RestrictedStockMember2018-12-310001568162afin:FractionalSharesRepurchasedAsResultOfStockSplitMemberus-gaap:CommonClassAMember2018-07-032018-07-030001568162afin:CommonClassB1Memberafin:FractionalSharesRepurchasedAsResultOfAutomaticConversionMember2018-10-102018-10-100001568162afin:SpecialLimitedPartnerMemberafin:AmericanRealtyCapitalTrustVSpecialLimitedPartnerLlcMember2018-06-300001568162us-gaap:CommonClassAMemberafin:AmericanRealtyCapitalTrustVSpecialLimitedPartnerLlcMemberafin:IndividualMembersOfSpecialLimitedPartnerMember2018-06-300001568162us-gaap:CommonClassAMemberafin:SpecialLimitedPartnerMemberafin:AmericanRealtyCapitalTrustVSpecialLimitedPartnerLlcMember2018-12-310001568162afin:ClassAUnitsMember2018-07-030001568162afin:RedemptionOfClassAUnitsForCommonStockMember2018-07-202018-07-200001568162us-gaap:RestrictedStockMemberafin:IndependentDirectorMember2018-06-300001568162us-gaap:RestrictedStockMemberafin:RestrictedSharePlanMember2018-07-012018-09-300001568162srt:MaximumMemberafin:InitialMacKenzieOfferingMember2018-02-152018-02-150001568162afin:InitialMacKenzieOfferingMember2018-02-150001568162srt:MaximumMemberafin:MacKenzieOfferingCounterOfferMember2018-02-152018-02-150001568162afin:MacKenzieOfferingCounterOfferMember2018-02-150001568162afin:MacKenzieOfferingCounterOfferMember2018-03-272018-03-270001568162afin:MacKenzieFinalOfferMember2018-02-152018-03-270001568162afin:InitialMacKenzieOfferingMember2018-05-012018-05-010001568162afin:InitialMacKenzieOfferingMember2018-05-010001568162srt:MaximumMemberafin:MacKenzieOfferingCounterOfferMember2018-05-012018-05-010001568162afin:MacKenzieOfferingCounterOfferMember2018-05-010001568162afin:MacKenzieFinalOfferMember2018-05-012018-05-3100015681622013-01-222014-12-3100015681622016-01-012016-12-3100015681622017-01-012017-12-3100015681622013-01-222018-12-3100015681622017-07-012017-07-3100015681622018-01-012018-06-3000015681622018-01-012018-01-310001568162us-gaap:CommonClassAMemberafin:ClassACommonStockATMProgramMembersrt:MaximumMember2019-05-012019-05-310001568162afin:ClassACommonStockATMProgramMemberus-gaap:CommonClassAMember2019-01-012019-12-310001568162srt:MaximumMember2020-12-310001568162afin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2020-12-310001568162us-gaap:SeriesBPreferredStockMember2020-12-310001568162us-gaap:SeriesCPreferredStockMember2020-12-310001568162afin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-12-310001568162us-gaap:SeriesBPreferredStockMember2019-12-310001568162afin:UnderwritingOfferingSeriesAPreferredStockMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-03-262019-03-260001568162afin:UnderwritingOfferingSeriesAPreferredStockMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-03-260001568162afin:UnderwritingOfferingSeriesAPreferredStockMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-04-102019-04-100001568162us-gaap:OverAllotmentOptionMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-04-102019-04-100001568162afin:UnderwritingOfferingSeriesAPreferredStockMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-09-092019-09-090001568162us-gaap:OverAllotmentOptionMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-09-092019-09-090001568162afin:UnderwritingOfferingSeriesAPreferredStockMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-09-090001568162srt:MaximumMemberafin:SeriesApreferredStockATMProgramMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-05-012019-05-310001568162srt:MaximumMemberafin:SeriesApreferredStockATMProgramMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-10-042019-10-040001568162us-gaap:SubsequentEventMembersrt:MaximumMemberafin:SeriesApreferredStockATMProgramMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2021-01-012021-01-310001568162afin:SeriesApreferredStockATMProgramMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2020-01-012020-12-310001568162afin:SeriesApreferredStockATMProgramMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2019-01-012019-12-310001568162afin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2020-01-012020-12-310001568162afin:UnderwritingOfferingSeriesAPreferredStockMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2020-12-310001568162afin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2020-01-012020-09-30afin:director0001568162us-gaap:SeriesCPreferredStockMemberafin:UnderwritingOfferingSeriesCPreferredStockMember2020-12-182020-12-180001568162us-gaap:SeriesCPreferredStockMemberus-gaap:OverAllotmentOptionMember2020-12-182020-12-180001568162us-gaap:SeriesCPreferredStockMemberafin:UnderwritingOfferingSeriesCPreferredStockMember2020-12-1800015681622020-01-012020-01-3100015681622020-02-012020-02-2900015681622020-03-012020-03-3100015681622020-04-012020-04-3000015681622013-04-012013-04-3000015681622017-07-012017-07-0100015681622018-07-012018-07-010001568162afin:ReturnofCapitalMember2020-01-012020-12-310001568162afin:ReturnofCapitalMember2019-01-012019-12-310001568162afin:ReturnofCapitalMember2018-01-012018-12-310001568162afin:OrdinaryDividendIncomeMember2020-01-012020-12-310001568162afin:OrdinaryDividendIncomeMember2019-01-012019-12-310001568162afin:OrdinaryDividendIncomeMember2018-01-012018-12-310001568162us-gaap:SeriesBPreferredStockMember2020-04-300001568162afin:LTIPUnitsMember2020-12-310001568162afin:LTIPUnitsMember2019-12-310001568162us-gaap:CapitalUnitClassAMember2020-12-310001568162us-gaap:CapitalUnitClassAMember2019-12-3100015681622018-07-032018-07-030001568162us-gaap:CommonClassAMember2018-07-032018-07-030001568162afin:CommonClassB1Member2018-07-032018-07-030001568162afin:CommonClassB2Member2018-07-032018-07-030001568162us-gaap:SeriesBPreferredStockMember2020-04-012020-04-30afin:lease0001568162us-gaap:LandMembersrt:MinimumMember2020-12-310001568162srt:MaximumMemberus-gaap:LandMember2020-12-310001568162us-gaap:LandMember2020-12-310001568162us-gaap:LandMember2020-01-012020-12-310001568162us-gaap:LandMember2019-01-012019-12-3100015681622019-01-012019-03-310001568162afin:AdvisorMember2016-09-062016-09-060001568162afin:TerminationFeesforAgreementMemberafin:AdvisorMember2016-09-062016-09-060001568162afin:SubjectFeesMemberafin:AdvisorMember2016-09-062016-09-060001568162afin:SubjectFeesApplicableifInternalizationOccursOnorAfterJanuary12029Memberafin:AdvisorMember2016-09-062016-09-060001568162afin:BasisSpreadPurchasePriceMemberafin:AdvisorMember2016-09-062016-09-060001568162afin:BaseSubjectFeesSpreadMemberafin:AdvisorMember2016-09-062016-09-060001568162afin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:ContractPurchasePriceMemberafin:AdvisorMember2016-01-150001568162afin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:ContactPurchasePriceAllOfPortfolioCostsMemberafin:AdvisorMember2019-03-180001568162afin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:ContractPurchasePriceAllAssetsAcquiredMemberafin:AdvisorMember2019-03-180001568162afin:AcquisitionAndRelatedExpensesMember2020-01-012020-12-310001568162afin:AcquisitionAndRelatedExpensesMember2019-01-012019-12-310001568162afin:AcquisitionAndRelatedExpensesMember2018-01-012018-12-310001568162afin:BaseManagementFeeMemberafin:AdvisorMember2016-09-052016-09-050001568162afin:BaseManagementFeeFirstYearfollowingEffectiveTimeMemberafin:AdvisorMember2016-09-062016-09-060001568162afin:BaseManagementFeeSecondYearfollowingEffectiveTimeMemberafin:AdvisorMember2016-09-062016-09-060001568162afin:BaseManagementFeeSubsequenttoSecondYearfollowingEffectiveTimeMemberafin:AdvisorMember2016-09-062016-09-060001568162afin:AssetManagementFeesMember2020-01-012020-12-310001568162afin:AssetManagementFeesMember2019-01-012019-12-310001568162afin:AssetManagementFeesMember2018-01-012018-12-310001568162afin:AdvisorMember2020-01-012020-12-310001568162afin:AnnualSubordinatedPerformanceFeeMemberafin:AdvisorMember2016-09-062016-09-060001568162afin:AnnualSubordinatedPerformanceFeeMemberafin:AdvisorMember2018-07-032018-07-030001568162afin:AnnualSubordinatedPerformanceFeeMemberafin:AdvisorMember2020-03-302020-03-300001568162afin:RelatedPartyTransactionVariableManagementFeeMemberafin:AdvisorMember2020-01-012020-12-310001568162afin:RelatedPartyTransactionVariableManagementFeeMemberafin:AdvisorMember2019-01-012019-12-310001568162afin:RelatedPartyTransactionVariableManagementFeeMemberafin:AdvisorMember2018-01-012018-12-310001568162afin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:ContractPurchasePriceMemberafin:AdvisorMember2018-01-012018-07-020001568162afin:PropertyManagementFeeMemberus-gaap:SecuredDebtMember2017-12-31afin:agreement0001568162afin:PropertyManagementFeeMember2017-12-310001568162afin:PropertyManagerMemberafin:PropertyManagementFeeMember2016-09-062016-09-060001568162afin:PropertyManagerMemberafin:TransitionFeesMember2016-09-062016-09-060001568162afin:PropertyManagementFeeMember2020-12-310001568162afin:PropertyManagerMemberafin:TransitionFeesMember2020-01-012020-12-3100015681622016-09-062016-09-060001568162afin:PropertyManagerMemberafin:PropertyManagementFeeMember2019-05-302019-05-300001568162afin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:AdministrativeServicesMemberafin:AdvisorMember2020-01-012020-12-310001568162afin:SalariesWagesBenefitsAndOverheadMemberafin:AmericanRealtyCapitalAdvisorsVLlcMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberafin:AdvisorMember2020-09-300001568162afin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:AdministrativeServicesMemberafin:AdvisorMember2019-01-012019-12-310001568162afin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:AdministrativeServicesMemberafin:AdvisorMember2018-01-012018-12-310001568162afin:SalariesWagesBenefitsAndOverheadMemberafin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:AdvisorMember2019-03-192019-03-19afin:quarter0001568162afin:SalariesWagesBenefitsAndOverheadMemberafin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:AdvisorMember2020-01-012020-12-310001568162afin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:AdvisorMember2020-01-012020-12-310001568162afin:SalariesWagesBenefitsAndOverheadMemberafin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:AdvisorMember2019-01-012019-12-310001568162afin:SalariesWagesBenefitsAndOverheadMemberafin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:AdvisorMember2020-07-012020-09-300001568162afin:AcquisitionAndRelatedExpensesMember2020-12-310001568162afin:AcquisitionAndRelatedExpensesMember2019-12-310001568162afin:VestingAndConversionOfClassBUnitsMember2020-01-012020-12-310001568162afin:VestingAndConversionOfClassBUnitsMember2019-01-012019-12-310001568162afin:VestingAndConversionOfClassBUnitsMember2018-01-012018-12-310001568162afin:VestingAndConversionOfClassBUnitsMember2020-12-310001568162afin:VestingAndConversionOfClassBUnitsMember2019-12-310001568162afin:AssetManagementFeesMember2020-12-310001568162afin:AssetManagementFeesMember2019-12-310001568162afin:PropertyManagementAndLeasingFeesMember2020-01-012020-12-310001568162afin:PropertyManagementAndLeasingFeesMember2019-01-012019-12-310001568162afin:PropertyManagementAndLeasingFeesMember2018-01-012018-12-310001568162afin:PropertyManagementAndLeasingFeesMember2020-12-310001568162afin:PropertyManagementAndLeasingFeesMember2019-12-310001568162afin:TransferAgentandOtherProfessionalFeesMember2020-01-012020-12-310001568162afin:TransferAgentandOtherProfessionalFeesMember2019-01-012019-12-310001568162afin:TransferAgentandOtherProfessionalFeesMember2018-01-012018-12-310001568162afin:TransferAgentandOtherProfessionalFeesMember2020-12-310001568162afin:TransferAgentandOtherProfessionalFeesMember2019-12-310001568162afin:DistributionsOnClassBUnitsMember2020-01-012020-12-310001568162afin:DistributionsOnClassBUnitsMember2019-01-012019-12-310001568162afin:DistributionsOnClassBUnitsMember2018-01-012018-12-310001568162afin:DistributionsOnClassBUnitsMember2020-12-310001568162afin:DistributionsOnClassBUnitsMember2019-12-310001568162afin:ProfessionalFeeCreditMember2020-01-012020-12-310001568162afin:ProfessionalFeeCreditMember2019-01-012019-12-310001568162afin:ProfessionalFeeCreditMember2018-01-012018-12-310001568162afin:ProfessionalFeeCreditMember2020-12-310001568162afin:ProfessionalFeeCreditMember2019-12-310001568162afin:OperationFeesAndReimbursementsMember2020-01-012020-12-310001568162afin:OperationFeesAndReimbursementsMember2019-01-012019-12-310001568162afin:OperationFeesAndReimbursementsMember2018-01-012018-12-310001568162afin:OperationFeesAndReimbursementsMember2020-12-310001568162afin:OperationFeesAndReimbursementsMember2019-12-310001568162afin:AmericanNationalStockTransferLLCMemberus-gaap:AccountsPayableMember2019-01-012019-12-310001568162afin:TransferAgentandOtherProfessionalFeesMemberafin:AdvisorMember2019-12-310001568162afin:AdvisorMember2020-12-310001568162us-gaap:CashDistributionMemberafin:SpecialLimitedPartnerMember2020-12-310001568162afin:NasdaqListingMember2018-07-032018-07-03afin:day0001568162afin:LTIPUnitMember2018-08-302018-08-300001568162afin:BaseManagementFeeMemberafin:AdvisorMember2016-09-062016-09-060001568162afin:A2018EquityPlanMember2018-07-032018-07-030001568162srt:DirectorMemberus-gaap:RestrictedStockMember2020-01-012020-12-310001568162us-gaap:ShareBasedPaymentArrangementEmployeeMemberus-gaap:RestrictedStockMember2020-07-012020-09-300001568162us-gaap:RestrictedStockMember2020-12-310001568162us-gaap:RestrictedStockMembersrt:MinimumMember2020-01-012020-12-310001568162us-gaap:RestrictedStockMembersrt:MaximumMember2020-01-012020-12-310001568162us-gaap:RestrictedStockMember2020-01-012020-12-310001568162us-gaap:ShareBasedPaymentArrangementEmployeeMemberus-gaap:RestrictedStockMember2020-01-012020-12-310001568162us-gaap:RestrictedStockMemberafin:RestrictedSharePlanMember2017-12-310001568162us-gaap:RestrictedStockMemberafin:RestrictedSharePlanMember2018-01-012018-12-310001568162us-gaap:RestrictedStockMemberafin:RestrictedSharePlanMember2018-12-310001568162us-gaap:RestrictedStockMemberafin:RestrictedSharePlanMember2019-01-012019-12-310001568162us-gaap:RestrictedStockMemberafin:RestrictedSharePlanMember2019-12-310001568162us-gaap:RestrictedStockMemberafin:RestrictedSharePlanMember2020-01-012020-12-310001568162us-gaap:RestrictedStockMemberafin:RestrictedSharePlanMember2020-12-310001568162afin:LTIPUnitMemberafin:AmericanRealtyCapitalAdvisorsVLlcMemberafin:AdvisorMember2018-08-302018-08-3000015681622018-08-302018-08-300001568162afin:LTIPUnitMember2018-08-300001568162afin:LTIPUnitMember2019-03-040001568162afin:LTIPUnitMember2019-03-030001568162afin:LTIPAwardIncreaseInFairValueMember2019-03-040001568162afin:LTIPUnitMember2020-01-012020-12-310001568162afin:LTIPUnitMember2019-01-012019-12-310001568162afin:LTIPUnitMember2018-01-012018-12-310001568162afin:LTIPUnitMember2020-12-310001568162srt:MaximumMemberus-gaap:ShareBasedCompensationAwardTrancheOneMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162us-gaap:ShareBasedCompensationAwardTrancheOneMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162us-gaap:ShareBasedCompensationAwardTrancheTwoMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162us-gaap:ShareBasedCompensationAwardTrancheThreeMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162afin:SharebasedCompensationAwardTrancheFourMembersrt:MinimumMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162afin:SharebasedCompensationAwardTrancheFourMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162us-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:MinimumMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162srt:MaximumMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162us-gaap:ShareBasedCompensationAwardTrancheThreeMembersrt:MinimumMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162srt:MaximumMemberafin:SharebasedCompensationAwardTrancheFourMemberafin:AbsoluteTSRLTIPUnitsMember2018-08-302018-08-300001568162afin:RelativeTSRLTIPUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2018-08-302018-08-300001568162afin:RelativeTSRLTIPUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2018-08-302018-08-300001568162afin:RelativeTSRLTIPUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2018-08-302018-08-300001568162afin:RelativeTSRLTIPUnitsMemberafin:SharebasedCompensationAwardTrancheFourMember2018-08-302018-08-300001568162srt:DirectorMember2018-07-032018-07-030001568162srt:DirectorMemberus-gaap:RestrictedStockMember2018-07-032018-07-030001568162afin:LeadIndependentDirectorMember2018-07-032018-07-030001568162afin:ChairOfAuditCommitteeMember2018-07-032018-07-030001568162afin:OtherAuditCommitteeMembersMember2018-07-032018-07-030001568162afin:ChairOfCompensationCommitteeMember2018-07-032018-07-030001568162afin:OtherCompensationCommitteeOrNCGCommitteeMemberMember2018-07-032018-07-030001568162us-gaap:CommonStockMemberafin:OneTimeGrantRestrictedStockMember2018-09-052018-09-050001568162srt:DirectorMemberafin:OneTimeGrantRestrictedStockMember2018-09-052018-09-050001568162srt:DirectorMemberus-gaap:RestrictedStockMember2018-09-052018-09-050001568162srt:DirectorMember2018-01-012018-12-310001568162srt:DirectorMember2020-01-012020-12-310001568162srt:DirectorMember2019-01-012019-12-310001568162afin:RelativeTSRLTIPUnitsMembersrt:MaximumMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2018-08-302018-08-300001568162afin:RelativeTSRLTIPUnitsMemberafin:SharebasedCompensationAwardTrancheFourMembersrt:MinimumMember2018-08-302018-08-300001568162afin:RelativeTSRLTIPUnitsMembersrt:MinimumMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2018-08-302018-08-300001568162afin:RelativeTSRLTIPUnitsMembersrt:MaximumMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2018-08-302018-08-300001568162afin:RelativeTSRLTIPUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMembersrt:MinimumMember2018-08-302018-08-300001568162afin:RelativeTSRLTIPUnitsMembersrt:MaximumMemberafin:SharebasedCompensationAwardTrancheFourMember2018-08-302018-08-300001568162us-gaap:RestrictedStockMember2020-01-012020-12-310001568162us-gaap:RestrictedStockMember2019-01-012019-12-310001568162us-gaap:RestrictedStockMember2018-01-012018-12-310001568162afin:OpUnitsMember2020-01-012020-12-310001568162afin:OpUnitsMember2019-01-012019-12-310001568162afin:OpUnitsMember2018-01-012018-12-310001568162afin:ClassBUnitsMember2020-01-012020-12-310001568162afin:ClassBUnitsMember2019-01-012019-12-310001568162afin:ClassBUnitsMember2018-01-012018-12-310001568162afin:LTIPUnitMember2020-01-012020-12-310001568162afin:LTIPUnitMember2019-01-012019-12-310001568162afin:LTIPUnitMember2018-01-012018-12-310001568162us-gaap:CapitalUnitClassBMember2018-01-012018-12-310001568162us-gaap:CapitalUnitClassBMember2019-01-012019-12-310001568162us-gaap:CapitalUnitClassBMember2020-01-012020-12-3100015681622020-01-012020-03-3100015681622020-04-012020-06-3000015681622020-07-012020-09-3000015681622020-10-012020-12-3100015681622019-07-012019-09-3000015681622019-10-012019-12-310001568162us-gaap:SubsequentEventMember2021-01-012021-02-250001568162us-gaap:SubsequentEventMembersrt:MaximumMemberafin:SeriesApreferredStockATMProgramMemberafin:SeriesACumulativeRedeemablePerpetualPreferredStockMember2021-01-132021-01-130001568162us-gaap:SubsequentEventMembersrt:MaximumMemberus-gaap:SeriesCPreferredStockMemberafin:SeriesCPreferredStockATMProgramMember2021-01-132021-01-130001568162afin:MissionTXMemberafin:DollarGeneralMembersrt:RetailSiteMember2020-12-310001568162afin:SullivanMOMemberafin:DollarGeneralMembersrt:RetailSiteMember2020-12-310001568162afin:WalgreensMemberafin:PineBluffARMembersrt:RetailSiteMember2020-12-310001568162afin:BogalusaLAMemberafin:DollarGeneralIiMembersrt:RetailSiteMember2020-12-310001568162afin:DonaldsonvilleLAMemberafin:DollarGeneralIiMembersrt:RetailSiteMember2020-12-310001568162afin:AutoZoneMemberafin:CutOffLAMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralIiiMemberafin:AthensMIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralIiiMemberafin:FowlerMIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralIiiMemberafin:HudsonMIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralIiiMemberafin:MuskegonMIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralIiiMemberafin:ReeseMIMembersrt:RetailSiteMember2020-12-310001568162srt:RetailSiteMemberafin:BSFSIMemberafin:FtMyersFLMember2020-12-310001568162afin:BainbridgeGAMembersrt:RetailSiteMemberafin:DollarGeneralIvMember2020-12-310001568162afin:VanleerTNMembersrt:RetailSiteMemberafin:DollarGeneralIvMember2020-12-310001568162afin:TractorSupplyIMembersrt:RetailSiteMemberafin:VernonCTMember2020-12-310001568162afin:MeruaxLAMembersrt:RetailSiteMemberafin:DollarGeneralVMember2020-12-310001568162afin:TallahasseeFLMembersrt:RetailSiteMemberafin:MatressFirmIMember2020-12-310001568162afin:FamilyDollarIMemberafin:ButlerKYMembersrt:RetailSiteMember2020-12-310001568162afin:FayettevilleNCMemberafin:LowesIMembersrt:RetailSiteMember2020-12-310001568162afin:LowesIMemberafin:MaconGAMembersrt:RetailSiteMember2020-12-310001568162afin:LowesIMemberafin:NewBernNCMembersrt:RetailSiteMember2020-12-310001568162afin:LowesIMembersrt:RetailSiteMemberafin:RockyMTNCMember2020-12-310001568162afin:OReillyAutoPartsIMemberafin:ManitowocWIMembersrt:RetailSiteMember2020-12-310001568162srt:RetailSiteMemberafin:FoodLionIMemberafin:CharlotteNCMember2020-12-310001568162afin:DanvilleARMemberafin:FamilyDollarIiMembersrt:RetailSiteMember2020-12-310001568162afin:LowesIMemberafin:AikenSCMembersrt:RetailSiteMember2020-12-310001568162srt:RetailSiteMemberafin:GasburgVAMemberafin:DollarGeneralVIIMember2020-12-310001568162afin:NatalbanyLAMemberafin:DollarGeneralVIMembersrt:RetailSiteMember2020-12-310001568162afin:TuckerGAMemberafin:WalgreensIIMembersrt:RetailSiteMember2020-12-310001568162afin:FamilyDollarIiiMemberafin:ChallisIDMembersrt:RetailSiteMember2020-12-310001568162afin:ChilisIMemberafin:LakeJacksonTXMembersrt:RetailSiteMember2020-12-310001568162afin:VictoriaTXMemberafin:ChilisIMembersrt:RetailSiteMember2020-12-310001568162afin:CVSIMemberafin:AnnistonALMembersrt:RetailSiteMember2020-12-310001568162afin:WestminsterCOMembersrt:RetailSiteMemberafin:JoesCrabShackIMember2020-12-310001568162afin:LakeWalesFLMemberafin:TireKingdomIMembersrt:RetailSiteMember2020-12-310001568162afin:TempleGAMemberafin:AutoZoneIIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralVIIIMemberafin:StanleytownVAMembersrt:RetailSiteMember2020-12-310001568162afin:FamilyDollarIVMembersrt:RetailSiteMemberafin:OilCityLAMember2020-12-310001568162afin:MontevaloALMembersrt:OfficeBuildingMemberafin:FreseniusIMember2020-12-310001568162afin:MontevaloALMembersrt:RetailSiteMemberafin:FreseniusIMember2020-12-310001568162afin:MabelvaleARMemberafin:DollarGeneralIXMembersrt:RetailSiteMember2020-12-310001568162afin:AngolaINMemberafin:AdvanceAutoIMembersrt:RetailSiteMember2020-12-310001568162srt:RetailSiteMemberafin:ArbysIMemberafin:HernandoMSMember2020-12-310001568162afin:HolyokeMAMembersrt:RetailSiteMemberafin:CVSIIMember2020-12-310001568162afin:LansingMIMemberafin:WalgreensIIIMembersrt:RetailSiteMember2020-12-310001568162afin:WalgreensIVMembersrt:RetailSiteMemberafin:BeaumontTXMember2020-12-310001568162afin:DistributionPropertyMemberafin:AmeriColdIMemberafin:BelvidereILMember2020-12-310001568162afin:DistributionPropertyMemberafin:AmeriColdIMemberafin:BrooklynParkMNMember2020-12-310001568162afin:CartersvilleGAMemberafin:DistributionPropertyMemberafin:AmeriColdIMember2020-12-310001568162afin:DouglasGAMemberafin:DistributionPropertyMemberafin:AmeriColdIMember2020-12-310001568162afin:GaffneySCMemberafin:DistributionPropertyMemberafin:AmeriColdIMember2020-12-310001568162afin:DistributionPropertyMemberafin:AmeriColdIMemberafin:GainesvilleGAMember2020-12-310001568162afin:DistributionPropertyMemberafin:PendergrassGAMemberafin:AmeriColdIMember2020-12-310001568162afin:PiedmontSCMemberafin:DistributionPropertyMemberafin:AmeriColdIMember2020-12-310001568162afin:DistributionPropertyMemberafin:AmeriColdIMemberafin:ZumbrotaMNMember2020-12-310001568162afin:DollarGeneralXMemberafin:GreenwellSpringsLAMembersrt:RetailSiteMember2020-12-310001568162afin:DistributionPropertyMemberafin:BirminghamALMemberafin:HomeDepotIMember2020-12-310001568162afin:DistributionPropertyMemberafin:ValdostaGAMemberafin:HomeDepotIMember2020-12-310001568162afin:SanAntonioTXMemberafin:NationalTireBatteryIMembersrt:RetailSiteMember2020-12-310001568162afin:DistributionPropertyMemberafin:HanahanSCMemberafin:NewBreedLogisticsIMember2020-12-310001568162afin:AtlantaGAMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:CaryNCMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:ChattanoogaTNMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:DoswellVAMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:FtPierceFLMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:NashvilleTNMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:NewMarketVAMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:NewSmyrnaBeachFLMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:OakRidgeTNMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:OrlandoFLMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:OrlandoFLIIMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:SavannahTNMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162srt:RetailSiteMemberafin:SunTrustBankIMemberafin:StokesdaleNCMember2020-12-310001568162afin:SummerfieldNCMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:ThomsonGAMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:VintonVAMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162stpr:DCsrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:WaycrossGAMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162afin:WaynesvilleNCMembersrt:RetailSiteMemberafin:SunTrustBankIMember2020-12-310001568162srt:RetailSiteMemberafin:CircleKIMemberafin:AledoILMember2020-12-310001568162afin:BedfordOHMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:BloomingtonILMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:BloomingtonILIIMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:BurlingtonIAMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:ChampaignILMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162srt:RetailSiteMemberafin:CircleKIMemberafin:ClintonIAMember2020-12-310001568162srt:RetailSiteMemberafin:GalesburgILMemberafin:CircleKIMember2020-12-310001568162afin:JacksonvilleILMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:JacksonvilleILIIMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:LafayetteINMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:MattoonILMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:MortonILMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162srt:RetailSiteMemberafin:MuscatineIAMemberafin:CircleKIMember2020-12-310001568162afin:ParisILMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162srt:RetailSiteMemberafin:CircleKIMemberafin:StauntonILMember2020-12-310001568162afin:StreetsboroOHMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:VandaliaILMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:VirdenILMembersrt:RetailSiteMemberafin:CircleKIMember2020-12-310001568162afin:GilletteWYMemberafin:WalgreensVIMembersrt:RetailSiteMember2020-12-310001568162afin:WalgreensVMemberafin:OklahomaCityOKMembersrt:RetailSiteMember2020-12-310001568162afin:A1stConstitutionBancorpIMembersrt:RetailSiteMemberafin:HighstownNJMember2020-12-310001568162afin:AmericanTireDistributorsIMemberafin:DistributionPropertyMemberafin:ChatanoogaTNMember2020-12-310001568162afin:FedexGroundIMemberafin:DistributionPropertyMemberafin:WatertownSDMember2020-12-310001568162afin:KrystalIMemberafin:ChattanogaTNMembersrt:RetailSiteMember2020-12-310001568162afin:KrystalIMemberafin:ClevelandTNMembersrt:RetailSiteMember2020-12-310001568162afin:ColumbusGAMemberafin:KrystalIMembersrt:RetailSiteMember2020-12-310001568162afin:KrystalIMemberafin:Ft.OglethorpeGAMembersrt:RetailSiteMember2020-12-310001568162afin:KrystalIMemberafin:JacksonvilleFLMembersrt:RetailSiteMember2020-12-310001568162afin:KrystalIMemberafin:MadisonTNMembersrt:RetailSiteMember2020-12-310001568162afin:OCharleysIMembersrt:RetailSiteMemberafin:CarrolltonGAMember2020-12-310001568162afin:OCharleysIMemberafin:ChampaignILIIMembersrt:RetailSiteMember2020-12-310001568162afin:ClarksvilleTNMemberafin:OCharleysIMembersrt:RetailSiteMember2020-12-310001568162afin:ColumbusOHMemberafin:OCharleysIMembersrt:RetailSiteMember2020-12-310001568162afin:ConyersGAMemberafin:OCharleysIMembersrt:RetailSiteMember2020-12-310001568162afin:OCharleysIMembersrt:RetailSiteMemberafin:CorydonINMember2020-12-310001568162afin:OCharleysIMemberafin:DaphneALMembersrt:RetailSiteMember2020-12-310001568162afin:OCharleysIMembersrt:RetailSiteMemberafin:FoleyALMember2020-12-310001568162afin:OCharleysIMemberafin:GreenfieldINMembersrt:RetailSiteMember2020-12-310001568162afin:OCharleysIMembersrt:RetailSiteMemberafin:GroveCityOHMember2020-12-310001568162afin:OCharleysIMemberafin:HattiesburgMSMembersrt:RetailSiteMember2020-12-310001568162afin:LakeCharlesLAMemberafin:OCharleysIMembersrt:RetailSiteMember2020-12-310001568162afin:McDonoughGAMemberafin:OCharleysIMembersrt:RetailSiteMember2020-12-310001568162afin:OCharleysIMemberafin:MurfreesboroTNMembersrt:RetailSiteMember2020-12-310001568162afin:OCharleysIMembersrt:RetailSiteMemberafin:SalisburyNCMember2020-12-310001568162afin:SimpsonvilleSCMemberafin:OCharleysIMembersrt:RetailSiteMember2020-12-310001568162afin:SouthavenMSMemberafin:OCharleysIMembersrt:RetailSiteMember2020-12-310001568162afin:OCharleysIMemberafin:SpringfieldOHMembersrt:RetailSiteMember2020-12-310001568162afin:WalgreensVIIMemberafin:AltonILMembersrt:RetailSiteMember2020-12-310001568162afin:FlorissantMOMemberafin:WalgreensVIIMembersrt:RetailSiteMember2020-12-310001568162afin:WalgreensVIIMemberafin:FlorissantMOIIMembersrt:RetailSiteMember2020-12-310001568162afin:WalgreensVIIMemberafin:MahometILMembersrt:RetailSiteMember2020-12-310001568162afin:WalgreensVIIMemberafin:MonroeMIMembersrt:RetailSiteMember2020-12-310001568162afin:WalgreensVIIMembersrt:RetailSiteMemberafin:SpringfieldILMember2020-12-310001568162afin:WalgreensVIIMembersrt:RetailSiteMemberafin:St.LouisMOMember2020-12-310001568162afin:WalgreensVIIMemberafin:WashingtonILMembersrt:RetailSiteMember2020-12-310001568162afin:TractorSupplyIIMemberafin:HoughtonMIMembersrt:RetailSiteMember2020-12-310001568162afin:MundeleinILMemberafin:NationalTireBatteryIIMembersrt:RetailSiteMember2020-12-310001568162afin:HowardWIMemberafin:UnitedHealthcareIMembersrt:OfficeBuildingMember2020-12-310001568162afin:TractorSupplyIIIMemberafin:HarlanKYMembersrt:RetailSiteMember2020-12-310001568162afin:KnoxvilleTNMembersrt:RetailSiteMemberafin:MattressFirmIIMember2020-12-310001568162afin:GreenvilleMSMembersrt:RetailSiteMemberafin:DollarGeneralXIMember2020-12-310001568162afin:EaglePassTXMemberafin:TalercrisPlasmaResourcesIMembersrt:OfficeBuildingMember2020-12-310001568162afin:AmazonIMembersrt:OfficeBuildingMemberafin:WinchesterKYMember2020-12-310001568162afin:FreseniusIIMemberafin:MontclairNJMembersrt:RetailSiteMember2020-12-310001568162afin:FreseniusIIMembersrt:RetailSiteMemberafin:SharonHillPAMember2020-12-310001568162afin:LeCenterMNMembersrt:RetailSiteMemberafin:DollarGeneralXIIMember2020-12-310001568162afin:AdvanceAutoIIMemberafin:BunnellFLMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoIIMemberafin:WashingtonGAMembersrt:RetailSiteMember2020-12-310001568162srt:RetailSiteMemberafin:VidorTXMemberafin:DollarGeneralXIIIMember2020-12-310001568162afin:LelandMSMemberafin:DistributionPropertyMemberafin:FedExGroundIIMember2020-12-310001568162afin:BurgerKingIMemberafin:AlgonquinILMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:AntiochILMember2020-12-310001568162afin:AustintownOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BeavercreekOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMemberafin:BethelParkPAMembersrt:RetailSiteMember2020-12-310001568162afin:CelinaOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMemberafin:ChardonOHMembersrt:RetailSiteMember2020-12-310001568162afin:ChesterlandOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:ColumbianaOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMemberafin:CortlandOHMembersrt:RetailSiteMember2020-12-310001568162afin:CrystalLakeILMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:DaytonOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:FairbornOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:GirardOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:GrayslakeILMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:GreenvilleOHMember2020-12-310001568162afin:BurgerKingIMemberafin:GurneeILMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMemberafin:MadisonOHMembersrt:RetailSiteMember2020-12-310001568162afin:McHenryILMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMemberafin:MentorOHMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:NilesOHMember2020-12-310001568162afin:BurgerKingIMemberafin:NorthFayettePAMembersrt:RetailSiteMember2020-12-310001568162afin:NorthRoyaltonOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:NVersaillesPAMember2020-12-310001568162afin:PainesvilleOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:PolandOHMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:RavennaOHMember2020-12-310001568162afin:BurgerKingIMemberafin:RoundLakeBeachILMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:SalemOHMember2020-12-310001568162afin:TrotwoodOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:TwinsburgOHMember2020-12-310001568162afin:BurgerKingIMemberafin:VandaliaILMembersrt:RetailSiteMember2020-12-310001568162afin:WarrenOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:WarrenOHIIMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:WaukeganILMember2020-12-310001568162afin:WilloughbyOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMemberafin:WoodstockILMembersrt:RetailSiteMember2020-12-310001568162afin:YoungstownOHMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMemberafin:YoungstownOHIIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgerKingIMembersrt:RetailSiteMemberafin:YoungstownOHIIIMember2020-12-310001568162afin:YoungstownOHIVMemberafin:BurgerKingIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXIVMembersrt:RetailSiteMemberafin:FtSmithARMember2020-12-310001568162afin:DollarGeneralXIVMemberafin:HotSpringsARMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXIVMemberafin:RoyalARMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXVMemberafin:WilsonNYMembersrt:RetailSiteMember2020-12-310001568162afin:MattressFirmIMemberafin:McDonoughGAIIMembersrt:RetailSiteMember2020-12-310001568162afin:DistributionPropertyMemberafin:FedExGroundIIIMemberafin:BismarckNDMember2020-12-310001568162afin:LaFolletteTNMembersrt:RetailSiteMemberafin:DollarGeneralXVIMember2020-12-310001568162afin:CarrolltonMOMemberafin:FamilyDollarVMembersrt:RetailSiteMember2020-12-310001568162afin:CVSIIIMemberafin:DetroitMIMembersrt:RetailSiteMember2020-12-310001568162afin:WaldenCOMemberafin:FamilyDollarVIMembersrt:RetailSiteMember2020-12-310001568162afin:MattressFirmIIIMembersrt:RetailSiteMemberafin:ValdostaGAIIMember2020-12-310001568162afin:VirginiaMNMemberafin:ArbysIIMembersrt:RetailSiteMember2020-12-310001568162afin:FamilyDollarVIMembersrt:RetailSiteMemberafin:KremmlingCOMember2020-12-310001568162afin:SAABSensisIMembersrt:OfficeBuildingMemberafin:SyracuseNYMember2020-12-310001568162afin:DoylestownPAMemberafin:CitizensBankIMembersrt:RetailSiteMember2020-12-310001568162afin:LansdalePAMemberafin:CitizensBankIMembersrt:RetailSiteMember2020-12-310001568162afin:CitizensBankIMembersrt:RetailSiteMemberafin:LimaPAMember2020-12-310001568162afin:PhiladelphiaPAFrankfordMemberafin:CitizensBankIMembersrt:RetailSiteMember2020-12-310001568162afin:PhiladelphiaPAIIMemberafin:CitizensBankIMembersrt:RetailSiteMember2020-12-310001568162afin:PhiladelphiaPAIIIMemberafin:CitizensBankIMembersrt:RetailSiteMember2020-12-310001568162afin:PhiladelphiaPAVMemberafin:CitizensBankIMembersrt:RetailSiteMember2020-12-310001568162afin:RichboroPAMemberafin:CitizensBankIMembersrt:RetailSiteMember2020-12-310001568162afin:CitizensBankIMembersrt:RetailSiteMemberafin:WaynePAMember2020-12-310001568162afin:ArdenNCMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162afin:BushnellFLMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162afin:ChattanoogaTNIMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162afin:ChesapeakeVAMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162afin:CockeysvilleMDMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162srt:RetailSiteMemberafin:DouglasvilleGAMemberafin:SunTrustBankIIMember2020-12-310001568162srt:RetailSiteMemberafin:SunTrustBankIIMemberafin:DuluthGAMember2020-12-310001568162srt:RetailSiteMemberafin:EastRidgeTNMemberafin:SunTrustBankIIMember2020-12-310001568162afin:LynchburgVAMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162srt:RetailSiteMemberafin:MauldinSCIIMemberafin:SunTrustBankIIMember2020-12-310001568162afin:OkeechobeeFLMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162afin:PanamaCityFLMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162afin:PlantCityFLMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162afin:SalisburyNCIIMembersrt:RetailSiteMemberafin:SunTrustBankIIMember2020-12-310001568162srt:RetailSiteMemberafin:SeminoleFLMemberafin:SunTrustBankIIMember2020-12-310001568162afin:MeridianIDMemberafin:MattressFirmIVMembersrt:RetailSiteMember2020-12-310001568162afin:SunriseBeachMOMembersrt:RetailSiteMemberafin:DollarGeneralXIIMember2020-12-310001568162afin:FedExGroundIVMemberafin:DistributionPropertyMemberafin:CouncilBluffsIAMember2020-12-310001568162afin:MattressFirmVMembersrt:RetailSiteMemberafin:FlorenceALMember2020-12-310001568162afin:AikenSCIIMemberafin:MattressFirmIMembersrt:RetailSiteMember2020-12-310001568162afin:BerniceLAMemberafin:FamilyDollarVIIMembersrt:RetailSiteMember2020-12-310001568162afin:EriePAMembersrt:RetailSiteMemberafin:AaronsIMember2020-12-310001568162afin:AutozoneIIIMemberafin:CaroMIMembersrt:RetailSiteMember2020-12-310001568162afin:DistributionPropertyMemberafin:HatfieldSouthMAMemberafin:CSWholesaleGrocerIMember2020-12-310001568162afin:TauntonMAMemberafin:AdvanceAutoIIIMembersrt:RetailSiteMember2020-12-310001568162afin:DexterNMMemberafin:FamilyDollarVIIIMembersrt:RetailSiteMember2020-12-310001568162afin:FamilyDollarVIIIMembersrt:RetailSiteMemberafin:HaleCenterTXMember2020-12-310001568162afin:FamilyDollarVIIIMembersrt:RetailSiteMemberafin:PlainsTXMember2020-12-310001568162afin:DollarGeneralXVIIMembersrt:RetailSiteMemberafin:TullosLAMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:AsheboroNCMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:AthensGAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:AtlantaGAIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:AtlantaGAIIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:AvondaleMDMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:BrentwoodTNMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:BrentwoodTNIIMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:BrunswickGAMembersrt:RetailSiteMember2020-12-310001568162afin:CasselberryFLMemberafin:SunTrustBankIIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIVMemberafin:ChambleeGAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:ChattanoogaTNIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:ChattanoogaTNIIIMembersrt:RetailSiteMember2020-12-310001568162afin:FirstHorizonBankMemberafin:CollinsvilleVAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIVMemberafin:ColumbusGAIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:ConyersGAIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIVMemberafin:CreedmoorNCMembersrt:OfficeBuildingMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:DaytonaBeachFLMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:DunnNCMembersrt:RetailSiteMember2020-12-310001568162afin:DurhamNCMemberafin:FirstHorizonBankMembersrt:RetailSiteMember2020-12-310001568162afin:DurhamNCIIMemberafin:FirstHorizonBankMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:FairfaxVAMembersrt:RetailSiteMember2020-12-310001568162afin:GainsvilleFLIMemberafin:SunTrustBankIIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:GainesvilleFLIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:GreenvilleSCMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:GreenvilleSCIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:GreenvilleSCIIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:GreenvilleSCIVMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:GulfBreezeFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:HendersonvilleNCMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:IndianHarbourFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:InvernessFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:JacksonvilleFLIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:JacksonvilleFLIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:LakelandFLIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:LenoirNCMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:LexingtonVAMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:LithoniaGAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:LutzFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:MaconGAIIMembersrt:RetailSiteMember2020-12-310001568162afin:MadisonGAMemberafin:SunTrustBankIVMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:MariettaGAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:MariettaGAIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:MebaneNCMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:MelbourneFLMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:MelbourneFLIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:MorristownTNMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:MountDoraFLMembersrt:RetailSiteMember2020-12-310001568162afin:MurfreesboroTNIIMemberafin:SunTrustBankIIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:NashvilleTNIIMember2020-12-310001568162afin:OcalaFLIIIMemberafin:SunTrustBankIVMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:OcalaFLIVMembersrt:RetailSiteMember2020-12-310001568162afin:FirstHorizonBankMemberafin:OnancockVAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:OrlandoFLIIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:OrmondBeachFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:OrmundBeachFLIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:OrmundBeachFLIIIMembersrt:RetailSiteMember2020-12-310001568162afin:OxfordNCMemberafin:SunTrustBankIIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:PeachtreeCityGAMember2020-12-310001568162afin:PittsboroNCMemberafin:FirstHorizonBankMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:PompanoBeachFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:PortSt.LucieFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIVMemberafin:PrinceFrederickMDMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:RichmondVAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:OfficeBuildingMemberafin:RichmondVAIIMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:RichmondVAIIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:RoanokeVAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:RoanokeVAIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:RockledgeFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:SarasotaFLMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:SavannahGAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:SavannahGAIIMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:SignalMountainTNMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:SoddyDaisyTNMembersrt:RetailSiteMember2020-12-310001568162afin:SpringHillFLMemberafin:SunTrustBankIVMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:St.CloudFLMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:St.PetersburgFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:StaffordVAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:StockbridgeGAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMembersrt:RetailSiteMemberafin:StoneMountainGAIIMember2020-12-310001568162afin:FirstHorizonBankMembersrt:RetailSiteMemberafin:StuartVAMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:SylvesterGAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:TamaracFLMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:UnionCityGAMembersrt:RetailSiteMember2020-12-310001568162afin:SunTrustBankIIIMemberafin:WilliamsburgVAMembersrt:RetailSiteMember2020-12-310001568162afin:FirstHorizonBankMemberafin:WinstonSalemNCMembersrt:RetailSiteMember2020-12-310001568162afin:FirstHorizonBankMembersrt:RetailSiteMemberafin:YadkinvilleNCMember2020-12-310001568162afin:DevilleLAMembersrt:RetailSiteMemberafin:DollarGeneralXVIIIMember2020-12-310001568162afin:MattressFirmIMemberafin:HollandMIMembersrt:RetailSiteMember2020-12-310001568162afin:SanofiUSIMemberafin:BridgewaterNMembersrt:OfficeBuildingMember2020-12-310001568162afin:HornbeckLAMemberafin:DollarGeneralXVIIMembersrt:RetailSiteMember2020-12-310001568162afin:FannettsburgPAMemberafin:FamilyDollarIXMembersrt:RetailSiteMember2020-12-310001568162afin:SaginawMIMemberafin:MattressFirmIMembersrt:RetailSiteMember2020-12-310001568162afin:BiLoIMemberafin:GreenvilleSCVMembersrt:RetailSiteMember2020-12-310001568162afin:BristolRIMemberafin:StopandShopIMembersrt:RetailSiteMember2020-12-310001568162afin:StopandShopIMemberafin:CumberlandRIMembersrt:RetailSiteMember2020-12-310001568162afin:StopandShopIMemberafin:FraminghamMAMembersrt:RetailSiteMember2020-12-310001568162afin:StopandShopIMemberafin:MaldenMAMembersrt:RetailSiteMember2020-12-310001568162afin:StopandShopIMembersrt:RetailSiteMemberafin:SicklervilleNJMember2020-12-310001568162afin:StopandShopIMemberafin:SouthingtonCTMembersrt:RetailSiteMember2020-12-310001568162afin:StopandShopIMemberafin:SwampscottMMembersrt:RetailSiteMember2020-12-310001568162afin:ForestHIllLAMemberafin:DollarGeneralXVIIMembersrt:RetailSiteMember2020-12-310001568162afin:ChelseaOKMembersrt:RetailSiteMemberafin:DollarGeneralXIXMember2020-12-310001568162afin:BrookhavenMSMemberafin:DollarGeneralXXMembersrt:RetailSiteMember2020-12-310001568162afin:ColumbusMSMemberafin:DollarGeneralXXMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXMembersrt:RetailSiteMemberafin:ForestMSMember2020-12-310001568162afin:DollarGeneralXXMemberafin:RollingForkMSMembersrt:RetailSiteMember2020-12-310001568162afin:WestPointMSMemberafin:DollarGeneralXXMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIMemberafin:HuntingtonWVMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIIMemberafin:WarrenINMembersrt:RetailSiteMember2020-12-310001568162afin:SiouxCityIAMemberafin:DistributionPropertyMemberafin:FedExGroundVMember2020-12-310001568162afin:DistributionPropertyMemberafin:EagleRiverWIMemberafin:FedExGroundVIIMember2020-12-310001568162afin:FedExGroundVIMemberafin:DistributionPropertyMemberafin:GrandForksNDMember2020-12-310001568162afin:DistributionPropertyMemberafin:FedExGroundVIIIMemberafin:MosineeWIMember2020-12-310001568162afin:AndersonSCMemberafin:MultiTenantPropertyMemberafin:AndersonStationMember2020-12-310001568162afin:RiverbendMarketplaceMemberafin:AshevilleNCMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:NorthlakeCommonsMemberafin:CharlotteNCIIMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:MultiTenantPropertyMemberafin:CharlotteNCIIIMemberafin:ShopsAtRiverGateSouthMember2020-12-310001568162afin:FayettevilleNCIMemberafin:CrossPointeCentreMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:ParksideShoppingCenterMemberafin:FrankfortKYMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:HooverALMemberafin:PattonCreekMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:HoustonTXMemberafin:SouthwayShoppingCenterMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:HuberHeightsOHMemberafin:NorthparkCenterMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:KansasCityMOMemberafin:TiffanySpringsMarketCenterMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:LakelandFLMemberafin:NorthLakelandPlazaMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:BestOnTheBoulevardMemberafin:LasVegasNVMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:MontecitoCrossingMemberafin:LasVegasNVIMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:PineRidgePlazaMemberafin:MultiTenantPropertyMemberafin:LawrenceKSMember2020-12-310001568162afin:LouisvilleKYMemberafin:MultiTenantPropertyMemberafin:JeffersonCommonsMember2020-12-310001568162afin:MesquiteTXMemberafin:MultiTenantPropertyMemberafin:TowneCentrePlazaMember2020-12-310001568162afin:MonacaPAMemberafin:TownshipMarketplaceMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:NorthCharlestonSCMemberafin:NorthwoodsMarketplaceMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:CentennialPlazaMemberafin:OklahomaCityOKIIMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:OklahomaCityOKIIIMemberafin:VillageAtQuailSpringsMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:OrlandoFLIVMemberafin:ColonialLandingMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:PinevilleNCMemberafin:MultiTenantPropertyMemberafin:TheCentrumMember2020-12-310001568162afin:RowlettTXMemberafin:LibertyCrossingMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:SanAntonioTXIMemberafin:SanPedroCrossingMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:SchaumburgILMemberafin:MultiTenantPropertyMemberafin:PrairieTowneCenterMember2020-12-310001568162afin:ShopsatShelbyCrossingMemberafin:SebringFLMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:SlidellLAMemberafin:MultiTenantPropertyMemberafin:StirlingSlidellCentreMember2020-12-310001568162afin:St.LouisParkMNMemberafin:TheShopsAtWestEndMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:BisonHollowMemberafin:TraverseCityMIMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:TulsaOKMemberafin:SouthroadsShoppingCenterMemberafin:MultiTenantPropertyMember2019-12-310001568162afin:TulsaOKMemberafin:SouthroadsShoppingCenterMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:WestChesterOHMemberafin:MultiTenantPropertyMemberafin:TheStreetsOfWestChesterMember2020-12-310001568162afin:WestMelbourneFLMemberafin:ShoppesOfWestMelbourneMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:ShoppesAtWyomissingMemberafin:WyomissingPAMemberafin:MultiTenantPropertyMember2020-12-310001568162afin:DewittNYMemberafin:DollarGeneralXXIIIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIIIMemberafin:FarmingtonNYMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIIIMemberafin:GeddesNYMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIIIMemberafin:OtegoNYMembersrt:RetailSiteMember2020-12-310001568162afin:ParishNYMemberafin:DollarGeneralXXIIIMembersrt:RetailSiteMember2020-12-310001568162afin:UticaNYMemberafin:DollarGeneralXXIIIMembersrt:RetailSiteMember2020-12-310001568162afin:JoAnnFabricsIMemberafin:FreeportILMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Membersrt:RetailSiteMemberafin:AshlandKYMember2020-12-310001568162afin:BobEvans1Membersrt:RetailSiteMemberafin:BloomingtownINMember2020-12-310001568162afin:BucyrusOHMemberafin:BobEvans1Membersrt:RetailSiteMember2020-12-310001568162afin:ColumbiaCityINMemberafin:BobEvans1Membersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Memberafin:CoshoctonOHMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Memberafin:DublinOHMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Memberafin:EllicottCityMDMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Memberafin:ElyriaOHMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Memberafin:FranklinOHMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Membersrt:RetailSiteMemberafin:KetteringOHMember2020-12-310001568162afin:LansingMIIIIMemberafin:BobEvans1Membersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Membersrt:RetailSiteMemberafin:LebanonOHMember2020-12-310001568162afin:BobEvans1Membersrt:RetailSiteMemberafin:LewesDEMember2020-12-310001568162afin:BobEvans1Memberafin:MariettaOHMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Membersrt:RetailSiteMemberafin:MiamisburgOHMember2020-12-310001568162afin:BobEvans1Memberafin:PaducahKYMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Membersrt:RetailSiteMemberafin:PlymouthINMember2020-12-310001568162afin:BobEvans1Memberafin:RosevilleMIMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Memberafin:SteubenvilleOHMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Memberafin:StreetsboroOHIMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Memberafin:TaylorMIMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvans1Memberafin:UniontownPAMembersrt:RetailSiteMember2020-12-310001568162afin:WeirtonWVMemberafin:BobEvans1Membersrt:RetailSiteMember2020-12-310001568162afin:FedExGroundIXMemberafin:DistributionPropertyMemberafin:BrainerdMNMember2020-12-310001568162afin:McHenryILIMemberafin:ChilisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIIIMemberafin:KingstonNYMembersrt:RetailSiteMember2020-12-310001568162afin:RobertsdaleALMemberafin:SonicDriveInIMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIMembersrt:RetailSiteMemberafin:TuscaloosaALMember2020-12-310001568162afin:DistributionPropertyMemberafin:ColumbiaSCMemberafin:BridgestoneHOSEpowerIMember2020-12-310001568162afin:DistributionPropertyMemberafin:BridgestoneHOSEpowerIMemberafin:ElkoNVMember2020-12-310001568162afin:KerhonskonNYMemberafin:DollarGeneralXXIIIMembersrt:RetailSiteMember2020-12-310001568162afin:JacksonvilleFLIIIMemberafin:DistributionPropertyMemberafin:BridgestoneHOSEpowerIIMember2020-12-310001568162afin:FedExGroundXMemberafin:DistributionPropertyMemberafin:RollaMOMember2020-12-310001568162afin:ChilisIIIMemberafin:MachesneyParkILMembersrt:RetailSiteMember2020-12-310001568162afin:FedExGroundXIMemberafin:DistributionPropertyMemberafin:CasperWYMember2020-12-310001568162afin:AshlandALMembersrt:RetailSiteMemberafin:HardeesIMember2020-12-310001568162afin:JasperALMembersrt:RetailSiteMemberafin:HardeesIMember2020-12-310001568162afin:JesupGAMembersrt:RetailSiteMemberafin:HardeesIMember2020-12-310001568162afin:WaycrossGAIMembersrt:RetailSiteMemberafin:HardeesIMember2020-12-310001568162afin:FlandreauSDMemberafin:TractorSupplyIVMembersrt:RetailSiteMember2020-12-310001568162afin:HazenNDMemberafin:TractorSupplyIVMembersrt:RetailSiteMember2020-12-310001568162afin:HarlingenTXMemberafin:CircleKIIMembersrt:RetailSiteMember2020-12-310001568162afin:LaredoTXMemberafin:CircleKIIMembersrt:RetailSiteMember2020-12-310001568162afin:LaredoTXIIMemberafin:CircleKIIMembersrt:RetailSiteMember2020-12-310001568162afin:CircleKIIMemberafin:LaredoTXIIIMembersrt:RetailSiteMember2020-12-310001568162afin:RioGrandeCityTXMemberafin:CircleKIIMembersrt:RetailSiteMember2020-12-310001568162afin:CircleKIIMembersrt:RetailSiteMemberafin:WeslacoTXMember2020-12-310001568162afin:SonicDriveInIIMemberafin:BiloxiMSMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMembersrt:RetailSiteMemberafin:CollinsMSMember2020-12-310001568162afin:SonicDriveInIIMemberafin:EllisvilleMSMembersrt:RetailSiteMember2020-12-310001568162afin:GulfportMSMemberafin:SonicDriveInIIMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMemberafin:GulfportMSIIMembersrt:RetailSiteMember2020-12-310001568162afin:GulfportMSIIIMemberafin:SonicDriveInIIMembersrt:RetailSiteMember2020-12-310001568162afin:HattiesburgMSIMemberafin:SonicDriveInIIMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMemberafin:LithiaFLMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMemberafin:LongBeachMSMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMemberafin:MageeMSMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMembersrt:RetailSiteMemberafin:PetalMSMember2020-12-310001568162afin:SonicDriveInIIMemberafin:PlantCityFLIMembersrt:RetailSiteMember2020-12-310001568162afin:PurvisMSMemberafin:SonicDriveInIIMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMembersrt:RetailSiteMemberafin:RiverviewFLMember2020-12-310001568162afin:SonicDriveInIIMemberafin:RiverviewFLIIMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMembersrt:RetailSiteMemberafin:TylertownMSMember2020-12-310001568162afin:SonicDriveInIIMemberafin:WauchulaFLMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMemberafin:WavelandMSMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMemberafin:WaynesboroMSMembersrt:RetailSiteMember2020-12-310001568162afin:SonicDriveInIIMemberafin:WoodvilleMSMembersrt:RetailSiteMember2020-12-310001568162afin:BridgestoneHOSEpowerIIIMemberafin:DistributionPropertyMemberafin:SulphurLAMember2020-12-310001568162afin:SonnysBBQIMembersrt:RetailSiteMemberafin:TallahasseeFLIMember2020-12-310001568162afin:SonnysBBQIMembersrt:RetailSiteMemberafin:TallahasseeFLIIMember2020-12-310001568162afin:SonnysBBQIMembersrt:RetailSiteMemberafin:TallahasseeFLIIIMember2020-12-310001568162afin:MountainExpressIMemberafin:BaldwinGAMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIMemberafin:BufordGAMembersrt:RetailSiteMember2020-12-310001568162afin:CantonGAMemberafin:MountainExpressIMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIMemberafin:ChatworthGAMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIMemberafin:DouglsvilleGAIMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIMemberafin:JasperGAMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIMemberafin:SummervilleGAMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIMemberafin:TrionGAMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIMemberafin:WoodstockGAMembersrt:RetailSiteMember2020-12-310001568162afin:KumGoIMemberafin:OmahaNEMembersrt:RetailSiteMember2020-12-310001568162afin:BolivarTNMembersrt:RetailSiteMemberafin:DavitaIMember2020-12-310001568162afin:BrownsvilleTNMembersrt:RetailSiteMemberafin:DavitaIMember2020-12-310001568162afin:CaseyIAMembersrt:RetailSiteMemberafin:WhiteOakIMember2020-12-310001568162afin:HospersIAMembersrt:RetailSiteMemberafin:WhiteOakIMember2020-12-310001568162srt:RetailSiteMemberafin:JeffersonIAMemberafin:WhiteOakIMember2020-12-310001568162afin:MuscatineIAIMembersrt:RetailSiteMemberafin:WhiteOakIMember2020-12-310001568162afin:NevadaIAMembersrt:RetailSiteMemberafin:WhiteOakIMember2020-12-310001568162afin:NevadaIA2Membersrt:RetailSiteMemberafin:WhiteOakIMember2020-12-310001568162afin:OmahaNEIIMembersrt:RetailSiteMemberafin:WhiteOakIMember2020-12-310001568162afin:OmahaNEIIIMembersrt:RetailSiteMemberafin:WhiteOakIMember2020-12-310001568162afin:WapelloIAMembersrt:RetailSiteMemberafin:WhiteOakIMember2020-12-310001568162afin:ArleyALMemberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:CullmanALMemberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIIMembersrt:RetailSiteMemberafin:CullmanAL2Member2020-12-310001568162afin:MountainExpressIIMemberafin:EvaALMembersrt:RetailSiteMember2020-12-310001568162afin:GoodHopeALMemberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:HuntsvilleALMemberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIIMembersrt:RetailSiteMemberafin:HuntsvilleAL2Member2020-12-310001568162afin:HuntsvilleAL3Memberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:OnecontaALMemberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIIMemberafin:OwensCrossALMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIIMemberafin:PineCampbellALMembersrt:RetailSiteMember2020-12-310001568162afin:RedBayALMemberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:RedBayAL2Memberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:RussellvilleALMemberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:VinaALMemberafin:MountainExpressIIMembersrt:RetailSiteMember2020-12-310001568162afin:GrandRapidsMIMemberafin:DialysisIMembersrt:RetailSiteMember2020-12-310001568162afin:MichiganCityINMemberafin:DialysisIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIMemberafin:AuburnMEMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIMemberafin:BentonHarborMIMembersrt:RetailSiteMember2020-12-310001568162afin:EastKnoxvilleTNMemberafin:DialysisIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIMemberafin:GrandRapidsMI2Membersrt:RetailSiteMember2020-12-310001568162afin:SikestonMOMemberafin:DialysisIMembersrt:RetailSiteMember2020-12-310001568162afin:ChildrenofAmericaIMemberafin:NewBritainPAMembersrt:OfficeBuildingMember2020-12-310001568162afin:ChildrenofAmericaIMembersrt:OfficeBuildingMemberafin:WarminsterPAMember2020-12-310001568162afin:BurgerKingIIMembersrt:RetailSiteMemberafin:PinevilleLAMember2020-12-310001568162afin:CouncilBluffsIAIMemberafin:WhiteOakIIMembersrt:RetailSiteMember2020-12-310001568162afin:CouncilBluffsIAIIMemberafin:WhiteOakIIMembersrt:RetailSiteMember2020-12-310001568162afin:WhiteOakIIMemberafin:GlenwoodIAMembersrt:RetailSiteMember2020-12-310001568162afin:MissouriValleyIAMemberafin:WhiteOakIIMembersrt:RetailSiteMember2020-12-310001568162afin:WhiteOakIIMemberafin:RedOakIAMembersrt:RetailSiteMember2020-12-310001568162afin:WhiteOakIIMemberafin:SiouxCenterIAMembersrt:RetailSiteMember2020-12-310001568162afin:SiouxCityIAIIMemberafin:WhiteOakIIMembersrt:RetailSiteMember2020-12-310001568162afin:WhiteOakIIMemberafin:SiouxCityIAIIIMembersrt:RetailSiteMember2020-12-310001568162afin:WhiteOakIIMemberafin:SiouxCityIAIVMembersrt:RetailSiteMember2020-12-310001568162afin:AuroraINMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:BarbousvelleWVMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:BayCityMIMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:BluefieldVAMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvansIIMembersrt:RetailSiteMemberafin:BridgeportOHMember2020-12-310001568162afin:BobEvansIIMembersrt:RetailSiteMemberafin:BridgeportWVMember2020-12-310001568162afin:BurbankOHMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:CadillacMIMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:CirclevilleOHMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:ColumbusOHIMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:ELiverpoolOHMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:GreenvilleOHIMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvansIIMemberafin:HamiltonOHMembersrt:RetailSiteMember2020-12-310001568162afin:HuntingtonWVIIMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:JacksonOHMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvansIIMembersrt:RetailSiteMemberafin:JeffersonvilleOHMember2020-12-310001568162afin:BobEvansIIMemberafin:LavaleMDMembersrt:RetailSiteMember2020-12-310001568162afin:MtPleasantMIMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:NewMartinsvilleWVMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvansIIMemberafin:NorwalkOHMembersrt:RetailSiteMember2020-12-310001568162afin:BobEvansIIMemberafin:SouthPointOHMembersrt:RetailSiteMember2020-12-310001568162afin:WhiteHallWVMemberafin:BobEvansIIMembersrt:RetailSiteMember2020-12-310001568162afin:ChanuteKSMembersrt:RetailSiteMemberafin:TacoJohnsMember2020-12-310001568162afin:MountainHomeIDMembersrt:RetailSiteMemberafin:TacoJohnsMember2020-12-310001568162afin:CantonGAIIMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162srt:RetailSiteMemberafin:MountainExpressIIIMemberafin:ClintonSCMember2020-12-310001568162srt:RetailSiteMemberafin:CorneliaGAMemberafin:MountainExpressIIIMember2020-12-310001568162srt:RetailSiteMemberafin:CummingGAMemberafin:MountainExpressIIIMember2020-12-310001568162afin:EllijayGAMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162afin:HogansvilleGAMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162afin:HomerGAMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162afin:McGaysvilleGAMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162afin:NettletonMSMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162afin:RiverdaleGAMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162afin:ToccoaGAMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162srt:RetailSiteMemberafin:ToccoaGAIIMemberafin:MountainExpressIIIMember2020-12-310001568162afin:WoodstockGAIMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162afin:WoodstockGAIIMembersrt:RetailSiteMemberafin:MountainExpressIIIMember2020-12-310001568162afin:CarrollIAMembersrt:RetailSiteMemberafin:TacoJohnsMember2020-12-310001568162srt:RetailSiteMemberafin:TacoJohnsMemberafin:CherokeeIAMember2020-12-310001568162afin:IndependenceMOMembersrt:RetailSiteMemberafin:TacoJohnsMember2020-12-310001568162afin:NorthManakatoMNMembersrt:RetailSiteMemberafin:TacoJohnsMember2020-12-310001568162afin:St.PeterMNMembersrt:RetailSiteMemberafin:TacoJohnsMember2020-12-310001568162afin:WhiteOakIIIMemberafin:BonhamTXMembersrt:RetailSiteMember2020-12-310001568162afin:DavitaIIMembersrt:RetailSiteMemberafin:HoustonTXIMember2020-12-310001568162afin:CharlotteNCIVMemberafin:PizzaHutIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIMemberafin:ColumbusOHIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIMemberafin:ColumbusOHIIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIMemberafin:GastoniaNCMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIMemberafin:MidlandTXMembersrt:RetailSiteMember2020-12-310001568162afin:NewLexingtonOHMemberafin:PizzaHutIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIMembersrt:RetailSiteMemberafin:NewtonNCMember2020-12-310001568162afin:PizzaHutIMemberafin:WestervilleOHMembersrt:RetailSiteMember2020-12-310001568162afin:ZanevilleOHMemberafin:PizzaHutIMembersrt:RetailSiteMember2020-12-310001568162afin:BurtonMIMemberafin:LittleCaesarsIMembersrt:RetailSiteMember2020-12-310001568162afin:LittleCaesarsIMemberafin:BurtonMIIIMembersrt:RetailSiteMember2020-12-310001568162afin:DurandMIMemberafin:LittleCaesarsIMembersrt:RetailSiteMember2020-12-310001568162afin:LittleCaesarsIMemberafin:FlintMIMembersrt:RetailSiteMember2020-12-310001568162afin:LittleCaesarsIMemberafin:FlintMIIIMembersrt:RetailSiteMember2020-12-310001568162afin:FlintMIIIIMemberafin:LittleCaesarsIMembersrt:RetailSiteMember2020-12-310001568162afin:LittleCaesarsIMemberafin:FlintMIIVMembersrt:RetailSiteMember2020-12-310001568162afin:FlintMIVMemberafin:LittleCaesarsIMembersrt:RetailSiteMember2020-12-310001568162afin:FlintMIVIMemberafin:LittleCaesarsIMembersrt:RetailSiteMember2020-12-310001568162afin:LittleCaesarsIMembersrt:RetailSiteMemberafin:FlintMIVIIMember2020-12-310001568162afin:LittleCaesarsIMemberafin:SwartzCreekMIMembersrt:RetailSiteMember2020-12-310001568162srt:RetailSiteMemberafin:TractorSupplyVMemberafin:AmericusGAMember2020-12-310001568162afin:CadizOHMembersrt:RetailSiteMemberafin:TractorSupplyVMember2020-12-310001568162afin:CatalinaAZMembersrt:RetailSiteMemberafin:TractorSupplyVMember2020-12-310001568162srt:RetailSiteMemberafin:TractorSupplyVMemberafin:SoroccoNMMember2020-12-310001568162afin:CaliberCollisionIMemberafin:FayettevilleNCIIMembersrt:RetailSiteMember2020-12-310001568162afin:CaliberCollisionIMemberafin:LutzFLIMembersrt:RetailSiteMember2020-12-310001568162afin:NolansvilleTXMemberafin:CaliberCollisionIMembersrt:RetailSiteMember2020-12-310001568162afin:CummingGAIMembersrt:RetailSiteMemberafin:FreseniusIIIMember2020-12-310001568162afin:EnterpriseALMembersrt:RetailSiteMemberafin:FreseniusIIIMember2020-12-310001568162srt:RetailSiteMemberafin:GulfBreezeFLIMemberafin:FreseniusIIIMember2020-12-310001568162afin:MonrowvilleALMembersrt:RetailSiteMemberafin:FreseniusIIIMember2020-12-310001568162srt:RetailSiteMemberafin:PendletonSCMemberafin:FreseniusIIIMember2020-12-310001568162srt:RetailSiteMemberafin:ThomasvilleALMemberafin:FreseniusIIIMember2020-12-310001568162afin:AftonWYMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:AlvaOKMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:BuffaloWYMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMembersrt:RetailSiteMemberafin:CanadianTXMember2020-12-310001568162afin:PizzaHutIIMemberafin:CherokeeOKMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMemberafin:CutBankMTMembersrt:RetailSiteMember2020-12-310001568162afin:DeerLodgeMTMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:DillionMTMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMemberafin:DouglasWYMembersrt:RetailSiteMember2020-12-310001568162afin:ElkhartKSMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMemberafin:FairviewOKMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMembersrt:RetailSiteMemberafin:HavreMTMember2020-12-310001568162afin:HelenaMTMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMemberafin:HennesseyOKMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMemberafin:HugotonKSMembersrt:RetailSiteMember2020-12-310001568162afin:LarnedKSMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:LewistownMTMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:LibbyMTMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:LiberalKSMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:MeadeKSMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:NewcastleWYMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMemberafin:PolsonMTMembersrt:RetailSiteMember2020-12-310001568162afin:RooseveltUTMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMembersrt:RetailSiteMemberafin:ShattuckOKMember2020-12-310001568162afin:ShelbyMTMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:SpermanTXMemberafin:PizzaHutIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMemberafin:ThermpolisWYMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMemberafin:UlysesKSMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIMembersrt:RetailSiteMemberafin:VernalUTMember2020-12-310001568162afin:PizzaHutIIMembersrt:RetailSiteMemberafin:WatongaOKMember2020-12-310001568162afin:PizzaHutIIMemberafin:WheatlandWYMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIVMemberafin:CabotARMembersrt:RetailSiteMember2020-12-310001568162afin:CorningARMemberafin:MountainExpressIVMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIVMembersrt:RetailSiteMemberafin:ElDoradoARMember2020-12-310001568162afin:MountainExpressIVMemberafin:ElDoradoARIMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIVMemberafin:ElDoradoARIIMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIVMemberafin:FordyceARMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIVMemberafin:HopeARMembersrt:RetailSiteMember2020-12-310001568162afin:MountainExpressIVMemberafin:SearcyARMembersrt:RetailSiteMember2020-12-310001568162afin:BufordGAIMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:BufordGAIIMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:CantonGAIMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:ConyersGAIMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162srt:RetailSiteMemberafin:MountainExpressVMemberafin:DahlonegaGAMember2020-12-310001568162afin:ElbertonGAMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:ForestParkGAIIMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162srt:RetailSiteMemberafin:MountainExpressVMemberafin:JonesboroGAMember2020-12-310001568162afin:LithiaSpringsGAMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:LithiaSpringsGAIIMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162srt:RetailSiteMemberafin:MountainExpressVMemberafin:LoganvilleGAMember2020-12-310001568162afin:MaconGAIMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:StockbridgeGAIIMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:FreseniusIVMemberafin:AlexandriaLAMembersrt:RetailSiteMember2020-12-310001568162afin:ForestParkGAMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:NewCordellOKMembersrt:RetailSiteMemberafin:TractorSupplyVMember2020-12-310001568162srt:RetailSiteMemberafin:MountainExpressVMemberafin:MaconGAIIIMember2020-12-310001568162afin:NorcrossGAMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:SnellvilleGAMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:CovingtonGAMembersrt:RetailSiteMemberafin:MountainExpressVMember2020-12-310001568162afin:BatonRougeLAMembersrt:RetailSiteMemberafin:IMTAAMember2020-12-310001568162srt:RetailSiteMemberafin:BridgeCityTXMemberafin:IMTAAMember2020-12-310001568162srt:RetailSiteMemberafin:IMTAAMemberafin:GonzalesLAMember2020-12-310001568162afin:GonzalesLAIIMembersrt:RetailSiteMemberafin:IMTAAMember2020-12-310001568162afin:KennerLAMembersrt:RetailSiteMemberafin:IMTAAMember2020-12-310001568162afin:LakeCharlesLAIMembersrt:RetailSiteMemberafin:IMTAAMember2020-12-310001568162srt:RetailSiteMemberafin:IMTAAMemberafin:LakeCharlesLAIIMember2020-12-310001568162afin:LakeCharlesLAIIIMembersrt:RetailSiteMemberafin:IMTAAMember2020-12-310001568162afin:LakeCharlesLAIVMembersrt:RetailSiteMemberafin:IMTAAMember2020-12-310001568162afin:OrangeTXMembersrt:RetailSiteMemberafin:IMTAAMember2020-12-310001568162srt:RetailSiteMemberafin:St.RoseLAMemberafin:IMTAAMember2020-12-310001568162afin:PizzaHutIIIMembersrt:RetailSiteMemberafin:CasperWYIMember2020-12-310001568162afin:PizzaHutIIIMemberafin:CasperWYIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIIMemberafin:ColoradoSpringsCOMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIIMembersrt:RetailSiteMemberafin:DodgeCityKSMember2020-12-310001568162afin:PizzaHutIIIMembersrt:RetailSiteMemberafin:GardenCityKSMember2020-12-310001568162afin:PizzaHutIIIMemberafin:GreatFallsMTMembersrt:RetailSiteMember2020-12-310001568162afin:GreatFallsMTIIMemberafin:PizzaHutIIIMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIIMemberafin:GuymonOKMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIIMemberafin:KalispellMTMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIIMemberafin:MissoulaMTMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIIMemberafin:PerrytonTXMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIIIMembersrt:RetailSiteMemberafin:SterlingCOMember2020-12-310001568162afin:FreseniusVMemberafin:BrockhavenMSMembersrt:RetailSiteMember2020-12-310001568162afin:FreseniusVMembersrt:RetailSiteMemberafin:CentrevilleMSMember2020-12-310001568162afin:ChicagoILMembersrt:RetailSiteMemberafin:FreseniusVIMember2020-12-310001568162afin:MountainExpressVIMemberafin:SmackoverARMembersrt:RetailSiteMember2020-12-310001568162afin:WoodwardOKMemberafin:PizzaHutIIIMembersrt:RetailSiteMember2020-12-310001568162afin:FreseniusVIIMemberafin:AthensTXMembersrt:RetailSiteMember2020-12-310001568162afin:FreseniusVIIMemberafin:IdabelOKMembersrt:RetailSiteMember2020-12-310001568162afin:FreseniusVIIMemberafin:TylerTXMembersrt:RetailSiteMember2020-12-310001568162afin:CaliberCollisionIIMemberafin:PuebloCOMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXVMemberafin:BrownsvilleKYMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXVMemberafin:CusterKYMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXVMemberafin:ElktonKYMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXVMemberafin:FallsofRoughKYMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXVMemberafin:SedaliaKYMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIVMemberafin:ClarksvilleIAMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIVMemberafin:LincolnMIMembersrt:RetailSiteMember2020-12-310001568162afin:TaborIAMemberafin:DollarGeneralXXIVMembersrt:RetailSiteMember2020-12-310001568162afin:AthensGAIMemberafin:MisterCarwashIMembersrt:RetailSiteMember2020-12-310001568162afin:MisterCarwashIMemberafin:CummingGAIIMembersrt:RetailSiteMember2020-12-310001568162afin:MisterCarwashIMemberafin:MonroeGAMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIVMemberafin:AssumptionILMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIVMemberafin:CurtisMIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIVMemberafin:HarrisvilleMIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIVMembersrt:RetailSiteMemberafin:MoraMNMember2020-12-310001568162afin:DollarGeneralXXIVMembersrt:RetailSiteMemberafin:WashburnILMember2020-12-310001568162afin:DublinGAMemberafin:CheckersIMembersrt:RetailSiteMember2020-12-310001568162afin:ElPasoTXMemberafin:DaVitaIIIMembersrt:RetailSiteMember2020-12-310001568162afin:BaltimoreMDMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:BrunswickOHMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:BurgawNCMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DetroitMIIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:ElizabethtownNCMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMemberafin:GooseCreekSCMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:GreenvilleSCVIMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:JacksonTNMember2020-12-310001568162afin:KyleTXMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:LasVegasNVIIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:LexingtonTNMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:MerrillvilleINMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:NewOrleansLAMember2020-12-310001568162afin:NorthCharlestonSCIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:ParmaOHMember2020-12-310001568162afin:RockyRiverOHMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:SeguinTXMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:ShallotteNCMember2020-12-310001568162afin:DialysisIIMemberafin:SpartanburgSCMembersrt:RetailSiteMember2020-12-310001568162afin:AlbuquerqueNMMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMemberafin:AnchorageAKMembersrt:RetailSiteMember2020-12-310001568162afin:AnnistonALIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMemberafin:AugustaGAMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMemberafin:BellevilleILMembersrt:RetailSiteMember2020-12-310001568162afin:BereaKYMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:BowlingGreenKYMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:BrunswickGAIIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:CharlotteNCIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:ConwayNHMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:DiamondheadMSMember2020-12-310001568162afin:DurhamNCIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:EttersPAMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:GaryINMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:HopkinsvilleKYMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMemberafin:LexingtonKYIMembersrt:RetailSiteMember2020-12-310001568162afin:MadisonvilleKYMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:MentorOHIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:MonticelloKYMember2020-12-310001568162afin:NewCastlePAMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:PalmdaleCAMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:RadcliffKYMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:RichmondVAIMember2020-12-310001568162afin:DialysisIIMembersrt:RetailSiteMemberafin:RiverForestILMember2020-12-310001568162afin:RoanokeVAIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:RockyMTNCIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:SalemOHIMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:SalemVAMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DialysisIIMemberafin:SarasotaFLIMembersrt:RetailSiteMember2020-12-310001568162afin:SummervilleSCMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:AndersonINMemberafin:DialysisIIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXIVMemberafin:PotomacILMembersrt:RetailSiteMember2020-12-310001568162srt:RetailSiteMemberafin:MisterCarwashIIMemberafin:CantonGAIIIMember2020-12-310001568162afin:JohnsCreekGAMembersrt:RetailSiteMemberafin:MisterCarwashIIMember2020-12-310001568162afin:BurlingtonWIMemberafin:AdvanceAutoIVMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoIVMemberafin:GreenvilleOHIIMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoIVMemberafin:HuntingdonPAMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoIVMembersrt:RetailSiteMemberafin:MarshfieldWIMember2020-12-310001568162afin:PiquaOHMemberafin:AdvanceAutoIVMembersrt:RetailSiteMember2020-12-310001568162afin:SelmaALMemberafin:AdvanceAutoIVMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoIVMembersrt:RetailSiteMemberafin:TomahWIMember2020-12-310001568162afin:AdvanceAutoIVMemberafin:WaynesboroPAMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoIVMemberafin:WaynesburgPAMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoVMembersrt:RetailSiteMemberafin:CedarGroveWVMember2020-12-310001568162afin:DanvilleWVMemberafin:AdvanceAutoVMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoVMemberafin:GreenupKYMembersrt:RetailSiteMember2020-12-310001568162afin:HamlinWVMemberafin:AdvanceAutoVMembersrt:RetailSiteMember2020-12-310001568162afin:MiltonWVMemberafin:AdvanceAutoVMembersrt:RetailSiteMember2020-12-310001568162afin:MoundsvilleWVMemberafin:AdvanceAutoVMembersrt:RetailSiteMember2020-12-310001568162afin:PointPleasantWVMemberafin:AdvanceAutoVMembersrt:RetailSiteMember2020-12-310001568162afin:SissonvilleWVMemberafin:AdvanceAutoVMembersrt:RetailSiteMember2020-12-310001568162afin:SouthWilliamsonKYMemberafin:AdvanceAutoVMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoVMemberafin:WellsburgWVMembersrt:RetailSiteMember2020-12-310001568162afin:WestCharlestonWVMemberafin:AdvanceAutoVMembersrt:RetailSiteMember2020-12-310001568162afin:IndianapolisINMemberafin:AdvanceAutoIVMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoIVMemberafin:MenomonieWIMembersrt:RetailSiteMember2020-12-310001568162afin:MontgomeryALMemberafin:AdvanceAutoIVMembersrt:RetailSiteMember2020-12-310001568162afin:SpringfieldOHIMemberafin:AdvanceAutoIVMembersrt:RetailSiteMember2020-12-310001568162afin:BrooksGAMemberafin:DollarGeneralXXVIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXVIMembersrt:RetailSiteMemberafin:DalevilleALMember2020-12-310001568162afin:EastBrewtonALMemberafin:DollarGeneralXXVIMembersrt:RetailSiteMember2020-12-310001568162afin:LaGrangeGAMemberafin:DollarGeneralXXVIMembersrt:RetailSiteMember2020-12-310001568162afin:LaGrangeGAIIMemberafin:DollarGeneralXXVIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXVIMemberafin:MadisonvilleTNMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXVIMemberafin:MaryvilleTNMembersrt:RetailSiteMember2020-12-310001568162afin:MobileALMemberafin:DollarGeneralXXVIMembersrt:RetailSiteMember2020-12-310001568162afin:NewportTNMemberafin:DollarGeneralXXVIMembersrt:RetailSiteMember2020-12-310001568162afin:RobertsdaleALIMemberafin:DollarGeneralXXVIMembersrt:RetailSiteMember2020-12-310001568162afin:ValleyALMemberafin:DollarGeneralXXVIMembersrt:RetailSiteMember2020-12-310001568162afin:DollarGeneralXXVIMembersrt:RetailSiteMemberafin:WetumpkaALMember2020-12-310001568162afin:BlackMountainNCMemberafin:PizzaHutIVMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIVMemberafin:CantonNCMembersrt:RetailSiteMember2020-12-310001568162afin:CreedmoorNCIMemberafin:PizzaHutIVMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIVMembersrt:RetailSiteMemberafin:GraniteFallsNCMember2020-12-310001568162afin:HarrisburgILMemberafin:PizzaHutIVMembersrt:RetailSiteMember2020-12-310001568162afin:HendersonvilleNCIMemberafin:PizzaHutIVMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIVMembersrt:RetailSiteMemberafin:JeffersonNCMember2020-12-310001568162afin:KingNCMemberafin:PizzaHutIVMembersrt:RetailSiteMember2020-12-310001568162afin:MocksvilleNCMemberafin:PizzaHutIVMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIVMemberafin:MountVernonILMembersrt:RetailSiteMember2020-12-310001568162afin:PizzaHutIVMemberafin:PenningtonGapVAMembersrt:RetailSiteMember2020-12-310001568162afin:PinevilleKYMemberafin:PizzaHutIVMembersrt:RetailSiteMember2020-12-310001568162afin:RobinsonILMemberafin:PizzaHutIVMembersrt:RetailSiteMember2020-12-310001568162afin:YadkinvilleNCIMemberafin:PizzaHutIVMembersrt:RetailSiteMember2020-12-310001568162afin:AdvanceAutoIVMemberafin:OconomowocWIMember2020-12-310001568162afin:ReserveLAMemberafin:IMTAAMember2020-12-310001568162afin:PizzaHutIVMemberafin:ClintwoodVAMember2020-12-310001568162afin:SylvaNCMemberafin:PizzaHutIVMember2020-12-310001568162afin:DaVitaIIIMemberafin:HumbleTXMember2020-12-310001568162afin:BirminghamALIMemberafin:AmericanCarCenterIMember2020-12-310001568162afin:CharlestonSCMemberafin:AmericanCarCenterIMember2020-12-310001568162afin:AmericanCarCenterIMemberafin:ColumbiaSCIMember2020-12-310001568162afin:AmericanCarCenterIMemberafin:CordovaTNMember2020-12-310001568162afin:AmericanCarCenterIMemberafin:JacksonMSMember2020-12-310001568162afin:AmericanCarCenterIMemberafin:KnoxvilleTNIMember2020-12-310001568162afin:AmericanCarCenterIMemberafin:LawrencevilleGAMember2020-12-310001568162afin:AmericanCarCenterIMemberafin:LouisvilleKYIMember2020-12-310001568162afin:MadisonTNIMemberafin:AmericanCarCenterIMember2020-12-310001568162afin:MariettaGAIIIMemberafin:AmericanCarCenterIMember2020-12-310001568162afin:PelhamALMemberafin:AmericanCarCenterIMember2020-12-310001568162afin:AmericanCarCenterIMemberafin:PensacolaFLMember2020-12-310001568162afin:AmericanCarCenterIMemberafin:RiverdaleGAIIMember2020-12-310001568162afin:AmericanCarCenterIMemberafin:SeminoleFLIMember2020-12-310001568162afin:SpringdaleARMemberafin:AmericanCarCenterIMember2020-12-310001568162afin:TupeloMSMemberafin:AmericanCarCenterIMember2020-12-310001568162afin:BJsMemberafin:MiddleburgHeightOHMember2020-12-310001568162afin:MammothMemberafin:AustellGAMember2020-12-310001568162afin:DaltonGAMemberafin:MammothMember2020-12-310001568162afin:MammothMemberafin:MobileALIMember2020-12-310001568162afin:MammothMemberafin:MurrayKYMember2020-12-310001568162afin:PaducahKYIMemberafin:MammothMember2020-12-310001568162afin:MammothMemberafin:PaducahKYIIMember2020-12-310001568162afin:MammothMemberafin:SpringvilleUTMember2020-12-310001568162afin:MammothMemberafin:StockbridgeGAIMember2020-12-310001568162afin:MammothMemberafin:SuwaneeGAMember2020-12-310001568162afin:MammothMemberafin:SpanishForkUTMember2020-12-310001568162afin:MammothMemberafin:LawrencevilleGAIMember2020-12-310001568162afin:FlintMIVIIIMemberafin:DaVitaIVMember2020-12-310001568162afin:GPMMemberafin:NilesMIMember2020-12-310001568162afin:GainesvilleGAIMemberafin:OCharleysMember2020-12-310001568162afin:ShivelyKYMemberafin:OCharleysMember2020-12-310001568162afin:AllendaleMIMemberafin:GPMMember2020-12-310001568162afin:AlmaMIMemberafin:GPMMember2020-12-310001568162afin:GPMMemberafin:BayCityMIIMember2020-12-310001568162afin:BigRapidsMIMemberafin:GPMMember2020-12-310001568162afin:GPMMemberafin:BigRapidsMIIMember2020-12-310001568162afin:CaroMIIMemberafin:GPMMember2020-12-310001568162afin:ChesaningMIMemberafin:GPMMember2020-12-310001568162afin:GPMMemberafin:CoopersvilleMIMember2020-12-310001568162afin:EastLansingMIMemberafin:GPMMember2020-12-310001568162afin:GPMMemberafin:EscanabaMIMember2020-12-310001568162afin:EssexvilleMIMemberafin:GPMMember2020-12-310001568162afin:FlintMIIXMemberafin:GPMMember2020-12-310001568162afin:GPMMemberafin:GrandRapidsMIIIIMember2020-12-310001568162afin:IndianapolisINIMemberafin:GPMMember2020-12-310001568162afin:GPMMemberafin:IoniaMIMember2020-12-310001568162afin:LansingMIIMemberafin:GPMMember2020-12-310001568162afin:LansingMIIIMemberafin:GPMMember2020-12-310001568162afin:LowellMIMemberafin:GPMMember2020-12-310001568162afin:MuskegonMIIMemberafin:GPMMember2020-12-310001568162afin:NilesMIIMemberafin:GPMMember2020-12-310001568162afin:GPMMemberafin:PlainwellMIMember2020-12-310001568162afin:GPMMemberafin:PortageMIMember2020-12-310001568162afin:GPMMemberafin:SaginawMIIMember2020-12-310001568162afin:SaultSteMarieMIMemberafin:GPMMember2020-12-310001568162afin:IndianapolisINIIMemberafin:GPMMember2020-12-310001568162afin:SpringLakeMIMemberafin:GPMMember2020-12-310001568162afin:WalkerMIMemberafin:GPMMember2020-12-310001568162afin:GPMMemberafin:WestLafayetteINMember2020-12-310001568162afin:WhitehallMIMemberafin:GPMMember2020-12-310001568162afin:WyomingMIMemberafin:GPMMember2020-12-310001568162afin:WyomingMIIMemberafin:GPMMember2020-12-310001568162afin:GrandPrairieTXMemberafin:IMTAAIIMember2020-12-310001568162afin:IMTAAIIMemberafin:NewOrleansLAIMember2020-12-310001568162afin:ChickashaOKMemberafin:IMTAAIIMember2020-12-310001568162afin:ChickashaOKIMemberafin:IMTAAIIMember2020-12-310001568162afin:IMTAAIIMemberafin:GulfportMSIVMember2020-12-310001568162afin:GulfportMSVMemberafin:IMTAAIIMember2020-12-310001568162afin:FreseniusIXMemberafin:DadevilleALIMember2020-12-310001568162afin:FreseniusIXMemberafin:JacksonALMember2020-12-310001568162afin:FreseniusIXMemberafin:NewtonMSMember2020-12-310001568162afin:FreseniusIXMemberafin:PhiladelphiaMSMember2020-12-310001568162afin:FreseniusIXMemberafin:PortGibsonMSMember2020-12-310001568162afin:FreseniusIXMemberafin:TallasseeALMember2020-12-310001568162afin:AddisLAMemberafin:IMTAAIIMember2020-12-310001568162afin:PicayuneMSMemberafin:IMTAAIIMember2020-12-310001568162afin:LakeCharlesLAVMemberafin:IMTAAIIMember2020-12-310001568162afin:IMTAAIIMemberafin:LakeCharlesLAVIMember2020-12-310001568162afin:KalmaKaurMemberafin:AlbionILMember2020-12-310001568162afin:KalmaKaurMemberafin:CentralCityILMember2020-12-310001568162afin:KalmaKaurMemberafin:CisneILMember2020-12-310001568162afin:KalmaKaurMemberafin:HarrisburgILIMember2020-12-310001568162afin:KalmaKaurMemberafin:MetropolisILMember2020-12-310001568162afin:KalmaKaurMemberafin:PickneyvilleILMember2020-12-310001568162afin:KalmaKaurMemberafin:SalemILMember2020-12-310001568162afin:KalmaKaurMemberafin:StewardsonILMember2020-12-310001568162afin:WayneCityILMemberafin:KalmaKaurMember2020-12-310001568162afin:KalmaKaurMemberafin:XeniaILMember2020-12-310001568162afin:AndrewsSCMemberafin:DialysisIIIMember2020-12-310001568162afin:BatesburgSCMemberafin:DialysisIIIMember2020-12-310001568162afin:BishopvilleSCMemberafin:DialysisIIIMember2020-12-310001568162afin:CherawSCMemberafin:DialysisIIIMember2020-12-310001568162afin:FlorenceSCMemberafin:DialysisIIIMember2020-12-310001568162afin:FlorenceSCIMemberafin:DialysisIIIMember2020-12-310001568162afin:FlorenceSCIIMemberafin:DialysisIIIMember2020-12-310001568162afin:FortLawnSCMemberafin:DialysisIIIMember2020-12-310001568162afin:FountainInnSCMemberafin:DialysisIIIMember2020-12-310001568162afin:JohnsonvilleSCMemberafin:DialysisIIIMember2020-12-310001568162afin:KingstreeSCMemberafin:DialysisIIIMember2020-12-310001568162afin:LakeCitySCMemberafin:DialysisIIIMember2020-12-310001568162afin:LugoffSCMemberafin:DialysisIIIMember2020-12-310001568162afin:ManningSCMemberafin:DialysisIIIMember2020-12-310001568162afin:MyrtleBeachSCMemberafin:DialysisIIIMember2020-12-310001568162afin:EncumbrancesAllocatedMember2020-12-31
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
 For the fiscal year ended December 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
For the transition period from _________ to __________
Commission file number: 001-38597
AFIN-20201231_G1.JPG
American Finance Trust, Inc.
(Exact name of registrant as specified in its charter) 
Maryland 90-0929989
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
650 Fifth Ave., 30th Floor, New York, NY                 10019
________________________________________________________________________________ ___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 415-6500
Securities registered pursuant to section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share AFIN The Nasdaq Global Select Market
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share AFINP The Nasdaq Global Select Market
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share AFINO The Nasdaq Global Select Market
Preferred Stock Purchase Rights The Nasdaq Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒


Table of Contents
The aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant was $861.7 million based on the closing sales price on the Nasdaq Global Select Market as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter.
As of February 18, 2021, the registrant had 108,837,209 shares of Class A common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement to be delivered to stockholders in connection with the registrant’s 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. The registrant intends to file its proxy statement within 120 days after its fiscal year end.


AMERICAN FINANCE TRUST, INC.

FORM 10-K
Year Ended December 31, 2020
Page
1
3
30
30
36
36
37
39
41
63
63
63
63
64
65
65
65
65
65
66
69
70
i

Table of Contents
Forward-Looking Statements
Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of American Finance Trust, Inc. (“we” “our” or “us”), American Finance Advisors, LLC (our “Advisor”) and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth in “Risk Factors” (Part I, Item 1A of this Annual Report on Form 10-K), “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A), and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (Part II, Item 7).
ii

Table of Contents
PART I
Item 1. Business.
Overview
We are an externally managed real estate investment trust for U.S. federal income tax purposes (“REIT”) focusing on acquiring and managing a diversified portfolio of primarily service-oriented and traditional retail and distribution related commercial real estate properties located primarily in the United States. Our assets consist primarily of freestanding single-tenant properties that are net leased to “investment grade” and other creditworthy tenants and a portfolio of multi-tenant retail properties consisting primarily of power centers and lifestyle centers. We intend to focus our future acquisitions primarily on net leased, single-tenant service retail properties, defined as properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas, convenience, fitness, and auto services sectors. As of December 31, 2020, we owned 920 properties, comprised of 19.3 million rentable square feet, which were 93.9% leased, including 887 single-tenant net leased commercial properties (849 of which are leased to retail tenants) and 33 multi-tenant retail properties. Based on annualized rental income on a straight-line basis as of December 31, 2020, the total single-tenant properties comprised 70% of our total portfolio and were 60% leased to service retail tenants, and the total multi-tenant properties comprised 30% of our total portfolio and were 50% leased to experiential retail tenants, defined as tenants in the restaurant, discount retail, entertainment, salon/beauty and grocery sectors, among others.
Investment Strategy
In addition to focusing on acquiring a diversified portfolio of commercial real estate properties with the tenants and other attributes noted above we also focus on:
acquiring and owning service-oriented retail properties or experiential retail tenants that we believe are more resistant to e-commerce and the factors impacting traditional retail;
maintaining high portfolio occupancy with a balance of service retail single-tenant assets featuring long-term leases;
targeting a leverage level of not more than 45% loan-to-value at the time of acquisition; and
maintaining diversity by tenant as well as a geographic location and lease term.
There is no limit on the number, size or type of properties that we may acquire. The number and mix of properties depend upon real estate market conditions and other circumstances existing at the time of acquisition of properties.
Since we acquired all of the multi-tenant properties in our portfolio in February 2017 in our merger with American Realty Capital - Retail Centers of America, Inc. which was sponsored and advised by affiliates of American Finance Advisors, LLC (the “Advisor”), we have not acquired any additional multi-tenant properties. We do not currently intend to acquire additional multi-tenant properties in the future. Moreover, pursuant to the provisions in our revolving unsecured corporate credit facility (our “Credit Facility”), we are prohibited from acquiring additional multi-tenant properties until after March 31, 2021. We may also acquire or own properties through joint ventures with third parties although we do not presently have any of these arrangements. We do not intend to develop or redevelop properties. In evaluating prospective investments, our Advisor considers relevant real estate and financial factors, including the location of the property, the leases and other agreements affecting it, the creditworthiness of its major tenants, its income-producing capacity, its physical condition, its prospects for appreciation, its prospects for liquidity, tax considerations and other factors. We may also originate or acquire first mortgage loans, mezzanine loans, preferred equity or securitized loans (secured by real estate) but do not currently own any of these asset types. Our Advisor has substantial discretion to select specific investments, subject to approval by our board of directors, including any related guidelines.
Tenants and Leasing
We seek to lease space at our properties to “investment grade” rated tenants. For our purposes, “investment grade” includes both tenants (or lease guarantors) with actual investment grade ratings or tenants with “implied” investment grade ratings. Implied investment grade may include the actual rating of a tenant’s parent or the guarantor of the parent (regardless of whether the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s analytical tool which generates an implied rating by measuring an entity’s probability of default. Based on annualized rental income on a straight-line basis as of December 31, 2020, approximately 61.5% of the tenants in our single-tenant portfolio were considered “investment grade” consisting of 50.4% with actual investment grade ratings and 11.1% with implied investment grade ratings, and approximately 31.2% of the anchor tenants in our multi-tenant portfolio were considered “investment grade” consisting of 20.2% with actual investment grade ratings and 11.0% with implied investment grade ratings.
We do not have any leases or contracts with governmental entities. We also seek to maintain high occupancy rates through long-term leases. As of December 31, 2020, our portfolio was 93.9% occupied.
1

Our business is generally not seasonal.
Financing Strategies and Policies
We use various sources to fund our business, including acquisitions and other investments as well as property and tenant improvements, leasing commissions and other working capital needs. These sources have recently consisted of: (1) equity offerings of common and preferred stock; (2) property-level financing secured by the underlying property or properties; and (3) draws on our revolving unsecured corporate credit facility (the “Credit Facility”) with BMO Harris Bank N.A.. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” herein for a discussion of how we have funded our capital needs. We expect to raise additional equity capital and borrow additional monies in the future to fund our capital needs, including future acquisitions. The form of our indebtedness will vary and could be long-term or short-term, secured or unsecured, or fixed-rate or floating rate. We will not enter into interest rate swaps or caps, or similar hedging transactions or derivative arrangements for speculative purposes, but have entered into, and expect to continue to enter into, these types of transactions in order to manage or mitigate our interest rate risk on variable rate debt. See Note 7 - Derivatives and Hedging Activities to our consolidated financial statements included in this Annual Report on Form 10-K for more information. We may reevaluate and change our investing or financing policies in our board’s sole discretion.
COVID-19 Update
As discussed, in more detail in other sections of this Annual Report, the COVID-19 pandemic has impacted, and is expected to continue to impact, us and our operations. Because of the rigorous underwriting standards used by our Advisor and our focus on credit worthy tenants, we collected 99%, 87%, 93% and 96% of cash rent due for the quarters ended March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020, respectively, as of February 15, 2021. In addition, we collected 99% of cash rent due for the quarter ended December 31, 2020 from our top 20 tenants, 99% from our single-tenant portfolio and 88% from our multi-tenant portfolio (based on annualized rental income on a straight-line basis as of December 31, 2020). For additional information on our rent collection efforts, including deferral or abatement agreements, see Item 7. Management’s Discussion and Analysis -Management Update on the Impacts of the COVID-19 Pandemic.
Organizational Structure
Substantially all of our business is conducted through American Finance Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and its wholly owned subsidiaries. Our Advisor manages our day-to-day business with the assistance of our property manager, American Finance Properties, LLC (the “Property Manager”). Our Advisor and Property Manager are under common control with AR Global Investments LLC (“AR Global”) and these related parties receive compensation and fees for providing services to us. We also reimburse these entities for certain expenses they incur in providing these services to us.
Tax Status
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. We believe that, commencing with such taxable year, we have been organized and have operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner, but can provide no assurance that we will operate in a manner so as to remain qualified as a REIT. To continue to qualify for taxation as a REIT, we must distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with generally accepted accounting principles (“GAAP”)), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on the portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties, and federal income and excise taxes on our undistributed income.
Competition
The commercial real estate market is highly competitive. We compete for tenants in all of our markets based on various factors that include location, rental rates, security, suitability of the property’s design to a tenant’s needs and the manner in which the property is operated and marketed. The number of competing properties in a particular market could have a material effect on our occupancy levels, rental rates and on the operating expenses of certain of our properties.
In addition, we compete for acquisitions with other REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, sovereign wealth funds, mutual funds, and other entities. Some of these competitors, including larger REITs, have substantially greater financial resources than we have and generally may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of tenants.
2

Competition from these and other third-party real estate investors may limit the number of suitable investment opportunities available to us and increase prices, which will lower yields, making it more difficult for us to acquire new investments on attractive terms.
Regulations - General
Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, the Americans with Disabilities Act of 1990, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. We believe that we have all permits and approvals necessary under current law to operate our investments.
Regulations - Environmental
As an owner of real estate, we are subject to various environmental laws of federal, state and local governments. Compliance with existing laws has not had a material adverse effect on our financial condition or results of operations, and management does not believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest, or on properties that may be acquired directly or indirectly in the future. We hire third parties to conduct Phase I environmental reviews of the real property that we intend to purchase.
Human Capital Resources
We are an externally managed company and thus have no employees. We have retained the Advisor pursuant to a long-term advisory contract to manage our affairs on a day-to-day basis. We have also entered into agreements with our Property Manager to manage and lease our properties. The employees of the Advisor, Property Manager, and their respective affiliates perform a full range of services for us, including acquisitions, property management, accounting, legal, asset management, investor relations and all general administrative services. We depend on the Advisor and the Property Manager for services that are essential to us. If the Advisor and the Property Manager were unable to provide these services to us, we would be required to provide these services ourselves or obtain them from other sources.
Available Information
We electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and proxy statements, with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Internet address at www.sec.gov. The website contains reports, proxy statements and information statements, and other information, which you may obtain free of charge. In addition, copies of our filings with the SEC may be obtained from our website at www.americanfinancetrust.com. Access to these filings is free of charge. We are not incorporating our website or any information from the website into this Form 10-K.
Item 1A. Risk Factors.
Set forth below are the risk factors that we believe are material to our investors and a summary thereof. The occurrence of any of the risks discussed in this Annual Report on Form 10-K could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends and they may also impact the trading price of our Class A common stock and our preferred stock.
3

Summary Risk Factors
We may be unable to acquire properties on advantageous terms or our property acquisitions may not perform as we expect.
We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the ongoing global COVID-19 pandemic, including negative impacts on our tenants and their respective businesses.
Provisions in our Credit Facility may limit our ability to pay dividends on our Class A common stock, our 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock $0.01 par value per share (“Series A Preferred Stock”) and our 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock $0.01 par value per share (“Series C Preferred Stock”) and currently prohibit us from repurchasing shares.
If we are not able to generate sufficient cash from operations, we may have to reduce the amount of dividends we pay or identify other financing sources.
Funding dividends from other sources such as borrowings, asset sales or equity issuances limits the amount we can use for property acquisitions, investments and other corporate purposes.
Our operating results are affected by economic and regulatory changes that have an adverse impact on the real estate market in general.
Inflation may have an adverse effect on our investments.
In owning properties we may experience, among other things, unforeseen costs associated with complying with laws and regulations and other costs, potential difficulties selling properties and potential damages or losses resulting from climate change.
We depend on tenants for our rental revenue and, accordingly, our rental revenue is dependent upon the success and economic viability of our tenants. If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases.
Our tenants may not be diversified including by industry type or geographic location.
The performance of our retail portfolio is linked to the market for retail space generally and factors that may impact our retail tenants, such as the increasing use of the Internet by retailers and consumers.
We depend on the Advisor and Property Manager to provide us with executive officers , key personnel and all services required for us to conduct our operations.
All of our executive officers face conflicts of interest, such as conflicts created by the terms of our agreements with the Advisor and compensation payable thereunder, conflicts allocating investment opportunities to us, and conflicts in allocating their time and attention to our matters. Conflicts that arise may not be resolved in our favor and could result in actions that are adverse to us.
We have long-term agreements with our Advisor and its affiliates that may be terminated only in limited circumstances.
We have substantial indebtedness and may be unable to repay, refinance, restructure or extend our indebtedness as it becomes due. Increases in interest rates could increase the amount of our debt payments. We may incur additional indebtedness in the future.
The stockholder rights plan adopted by our board of directors, our classified board and other aspects of our corporate structure and Maryland law may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Restrictions on share ownership contained in our charter may inhibit market activity in shares of our stock and restrict our business combination opportunities.
We may fail to continue to qualify as a REIT.

Risks Related to Our Properties and Operations
We may be unable to enter into contracts for and complete property acquisitions on advantageous terms or our property acquisitions may not perform as we expect.
Our goal is to grow through acquiring additional properties, and pursuing this investment objective exposes us to numerous risks, including:
competition from other real estate investors with significant capital resources;
we may acquire properties that are not accretive;
we may not successfully manage and lease the properties we acquire to meet our expectations or market conditions may result in future vacancies and lower-than expected rental rates;
4

we may be unable to obtain debt financing or raise equity required to fund acquisitions on favorable terms, or at all;
we may need to spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
agreements to acquire properties are typically subject to customary conditions to closing that may or may not be completed, and we may spend significant time and money on potential acquisitions that we do not consummate;
the process of acquiring or pursuing the acquisition of a new property may divert the attention of our management team from our existing operations; and
we may acquire properties without recourse, or with only limited recourse, for liabilities, whether known or unknown.
We rely upon our Advisor and the real estate professionals employed by affiliates of our Advisor to identify suitable investments, but there can be no assurance that our Advisor will be successful in doing so on financially attractive terms or that our objectives will be achieved. If our Advisor is unable to timely locate suitable investments, we may be unable to meet our investment objectives.
We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the ongoing global COVID-19 pandemic, which has caused severe disruptions in the U.S. and global economy and financial markets and has already had adverse effects and may worsen.
The COVID-19 pandemic has had, and another pandemic in the future could have, repercussions across many sectors and areas of the global economy and financial markets, leading to significant adverse impacts on economic activity as well as significant volatility and negative pressure in financial markets.
The impact of the COVID-19 pandemic has evolved rapidly. In many states and cities where our tenants operate their businesses and where our properties are located, measures have been taken to alleviate the public health crisis, including “shelter-in-place” or “stay-at-home” orders issued by local, state and federal authorities and social distancing measures that have resulted in closure and limitations on the operations of many businesses impacting a number of our tenants. For businesses that have not closed or have closed and reopened, concerns regarding the transmission of COVID-19 has impacted, and will likely continue to impact, the willingness of persons to engage in in-person commerce which has and may continue to impact the revenues generated by our tenants which may further impact their ability to pay their rent to us when due.
Closures by anchor tenants may, among other things, give tenants with co-tenancy provisions the right to terminate their leases or seek a rent reduction. Even if co-tenancy rights do not exist, other tenants may experience downturns in their businesses that could further threaten their on-going ability to continue paying rent and remain solvent.
Additionally, a decrease in consumer traffic to retail, gyms, fitness studios and other businesses that require in-person interactions could make it difficult for us to renew or re-lease our properties at rental rates equal to or above historical rates. We could also incur more significant re-leasing costs, and the re-leasing process could take longer. For our office tenants, limitations on in-person work environments could lead to a sustained shift away from in-person work environments and have an adverse effect on the overall demand for office space across our portfolio if a significant number of businesses continue to utilize large-scale work-from-home policies as the COVID-19 pandemic continues and thereafter. In addition, the COVID-19 pandemic has also led to disruptions in operations at manufacturing facilities and distribution centers in many countries, which could impact supply chains and the operations of certain of our tenants, further impacting their revenues and ability to pay rent when due.
The COVID-19 pandemic has triggered a decrease in global economic activity. A sustained downturn in the U.S. economy and reduced consumer spending at brick-and-mortar commercial establishments due to the prolonged and continuing existence and threat of the COVID-19 pandemic could impact the ability of our tenants to pay their rent when due. Our ability to lease space and negotiate and maintain favorable rents could also be negatively impacted by a prolonged recession in the U.S. economy. Moreover, the demand for leasing space in our properties could substantially decline during the significant downturn in the U.S. economy which could result in a decline in our occupancy percentage and reduction in rental revenues.
Our tenants may also be negatively impacted if the outbreak of COVID-19 occurs within their workforce or otherwise disrupts their management. Further, certain of our tenants may not have been eligible for or may not have been successful in securing funds under government stimulus programs during 2020 and may similarly be unsuccessful in securing funds under any other government stimulus programs in the future.
As a result of these and other factors, certain tenants have been, or may be in the future, unwilling or unable to pay rent in full or on a timely basis due to bankruptcy, lack of liquidity, lack of funding, operational failures, or for other reasons. We had collected 99%, 87%, 93% and 96% of cash rent due for the quarters ended March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020, respectively, as of February 15, 2021. We also entered into rent deferral or abatement agreements (see Item 7. Management’s Discussion and Analysis for additional information). There is no
5

assurance that we will be able to collect the cash rent that is due in future months including amounts deferred thus far. We may also enter into additional rent deferral or abatement agreements in the future.
The impact of the COVID-19 pandemic on our tenants and thus our ability to collect rents in the future periods cannot be determined at present. We may face defaults and additional requests for rent deferrals or abatements or other allowances particularly if mandatory closures or reduced hours are prolonged or reinstated or if customer traffic continues to be adversely impacted. Furthermore, if we declare any tenants in default for not paying rent or for other breaches of their leases with us, we might not be able to fully recover and may experience delays and additional costs in enforcing our rights as landlord to recover amounts due to us. Our ability to recover amounts under the terms of our leases may also be restricted or delayed due to moratoriums imposed by various jurisdictions on landlord-initiated commercial eviction and collection actions. If any of our tenants, or any guarantor of a tenant’s lease obligations, files for bankruptcy, we could be further adversely affected due to loss of revenue but also because the bankruptcy may make it more difficult for us to lease the remainder of the property or properties in which the bankrupt tenant operates.
Because substantially all of our income is derived from rentals of commercial real property, our business, income, cash flow, results of operations, financial condition, liquidity, prospects, our ability to service our debt obligations, our ability to consummate future property acquisitions and our ability to pay dividends and other distributions to our stockholders would be adversely affected if a significant number of tenants are unable to meet their obligations to us. Because substantially all of our income is derived from rentals of commercial real property, our business, income, cash flow, results of operations, financial condition, liquidity, prospects, our ability to service our debt obligations, our ability to consummate future property acquisitions and our ability to pay dividends and other distributions to our stockholders would be adversely affected if a significant number of tenants are unable to meet their obligations to us.
In addition, the COVID-19 pandemic may impact us in other ways due to, among other factors:
difficulty accessing debt and equity capital on favorable terms, or at all if global financial markets become disrupted or unstable or credit conditions deteriorate;
disruption and instability in the global financial markets or deteriorations in credit and financing conditions could have an impact on the overall amount of capital being invested in real estate and could result in price or value decreases for real estate assets, which could negatively impact the value of our assets and may result in future acquisitions generating lower overall economic returns;
the volatility in the global stock markets caused by the COVID-19 pandemic and its effects on our stock price could dilute our stockholders’ interest in us if we sell addition equity securities at prices less than the prices our stockholders paid for their shares;
we may reduce the number of properties we seek to acquire;
we may have to recognize further impairment charges on our assets;
one or more counterparties to our derivative financial instruments could default on their obligations to us or could fail, increasing the risk that we may not realize the benefits of utilizing these instruments;
with respect to our leases, we may be required to record reserves on previously accrued amounts in cases where it is subsequently concluded that collection is not probable;
difficulties completing capital improvements at our properties on a timely basis, on budget or at all, could affect the value of our properties;
our ability to ensure business continuity in the event our Advisor’s continuity of operations plan is not effective or is improperly implemented or deployed during a disruption;
increased operating risks resulting from changes to our Advisor’s operations and remote work arrangements, including the potential effects on our financial reporting systems and internal controls and procedures, cybersecurity risks and increased vulnerability to security breaches, information technology disruptions and other similar events; and
complying with REIT requirements during a period of reduced cash flow could cause us to liquidate otherwise attractive investments or borrow funds on unfavorable conditions.
The extent to which the COVID-19 pandemic, or a future pandemic, impacts our operations and those of our tenants will depend on future developments, including the scope, severity and duration of the pandemic, one or more resurgences of the virus which could result in further government restrictions, the efficacy of any vaccines or other remedies developed or are or may be developed in the future, the efficacy of on-going efforts to distribute and administer available vaccines, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others, which are highly uncertain and cannot be predicted with confidence but could be material. The situation has changed and could continue to change rapidly and additional impacts to the business may arise that we are not aware of currently. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of COVID-19 pandemic, but a prolonged or resurgent outbreak as well as related mitigation efforts could continue to have a material impact on our revenues and cash flow. In addition many of the other risk factors set forth
6

in this Annual Report on Form 10-K should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.
We may have to reduce dividend payments or identify other financing sources to pay dividends at their current levels.
We cannot guarantee that we will be able to pay dividends on a regular basis on our Class A common stock or our Series A Preferred Stock and Series C Preferred Stock, or any other class or series of stock we may issue in the future. Decisions regarding the frequency and amount of any future dividends we pay on our Class A common stock will remain at all times entirely at the discretion of our board of directors, which reserves the right to change our dividend policy at any time and for any reason. Any accrued and unpaid dividends payable with respect to either our Series A or Series C Preferred Stock must be paid upon redemption of the applicable shares. Our ability to pay dividends in the future and maintain compliance with the restrictions on paying dividends in our Credit Facility, described herein, depends on our ability to generate sufficient cash flows from operations and “MFFO” as defined in the Credit Facility. If we are not able to do so, our ability to comply with the restrictions on paying dividends in our Credit Facility may be adversely affected, and we might be required to reduce the amount of dividends we pay.
Our Credit Facility, contains provisions restricting our ability to pay distributions, including paying cash dividends on equity securities (including the Series A Preferred Stock and the Series C Preferred Stock). We are generally be permitted to pay dividends on the Series C Preferred Stock, the Series A Preferred Stock and Class A common stock and other distributions in an aggregate amount of up to 105% of annualized MFFO (as defined in the Credit Facility) for a look-back period of two consecutive fiscal quarters for the fiscal quarter ended December 31, 2020 and a look-back period of three consecutive fiscal quarters for the fiscal quarter ending March 31, 2021 if, as of the last day of the period, after giving effect to the payment of those dividends and distributions, we have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $125.0 million. If we do not satisfy this requirement, the applicable threshold percentage of MFFO is 95% instead of 105%.After March 31, 2021, we will generally be permitted to pay dividends on the Series C Preferred Stock, the Series A Preferred Stock and Class A common stock and other distributions for any fiscal quarter in an aggregate amount of up to 105% of annualized MFFO for a look-back period of four consecutive fiscal quarters but only if, as of the last day of the period, after giving effect to the payment of those dividends and distributions, we are able to satisfy a maximum leverage ratio and maintain a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $60 million. If these conditions are not satisfied, the applicable threshold percentage of MFFO will be 95% instead of 105%. If applicable, during the continuance of an event of default under the Credit Facility, we may not pay dividends or other distributions in excess of the amount necessary for us to maintain our status as a REIT. In November 2019 and July 2020 we entered into amendments to the Credit Facility easing the restrictions on distributions therein. There is no assurance that the lenders will consent to any additional amendments to the Credit Facility that may become necessary to maintain compliance with the Credit Facility.
During the year ended December 31, 2020, cash used to pay dividends on our Class A common stock, dividends on our Series A Preferred Stock, distributions for units of limited partnership designated as LTIP Units (“LTIP Units”) and distributions for limited partnership units that correspond to shares of our Class A common stock was generated from cash flows provided by operations and cash on hand, which consisted of proceeds from financings and sales of real estate investments. We are required to begin paying dividends on the Series C Preferred Stock in April 2021. If we need to continue to identify financing sources other than operating cash flows to continue to fund dividends at their current level, there can be no assurance that other sources will be available on favorable terms, or at all.
Complying with the restriction on the payment of dividends and other distributions in our Credit Facility may limit our ability to incur additional indebtedness and use cash that would otherwise be available to us. Funding dividends from borrowings restricts the amount we can borrow for property acquisitions and investments. Using proceeds from the sale of assets or the issuance of our Class A common stock, Series A Preferred Stock, Series C Preferred Stock or other equity securities to fund dividends rather than invest in assets will likewise reduce the amount available to invest. Funding dividends from the sale of additional securities could also dilute our stockholders.
We depend on our Advisor and Property Manager to provide us with executive officers, key personnel and all services required for us to conduct our operations and our operating performance may be impacted by any adverse changes in the financial health or reputation of our Advisor.
We have no employees. Personnel and services that we require are provided to us under contracts with our Advisor and its affiliate, our Property Manager. We depend on our Advisor and our Property Manager to manage our operations and to acquire and manage our portfolio of real estate assets.
7

Thus, our success depends to a significant degree upon the contributions of certain of our executive officers and other key personnel of our Advisor and its affiliates, including Edward M. Weil, Jr., our chairman and chief executive officer. In February 2021, Katie P. Kurtz resigned as our chief financial officer, treasurer and secretary, and our board of directors unanimously elected Jason Doyle as assistant secretary, effective immediately, and as chief financial officer, treasurer and secretary, effective upon Ms. Kurtz’s resignation. The effective date of Ms. Kurtz’s resignation will be determined at a later date, but will not occur until after completing our financial reporting for the fiscal year ended December 31, 2020. Ms. Kurtz will remain in each of her positions until her resignation becomes effective. Neither our Advisor nor any of its affiliates has an employment agreement with these key personnel, and we cannot guarantee that all, or any particular one, of these individuals will remain employed by our Advisor or one of its affiliates and otherwise available to continue to perform services for us. If any of our key personnel were to cease their affiliation with our Advisor, our operating results, business and prospects could suffer. Further, we do not maintain key person life insurance on any person. We believe that our success depends, in large part, upon the ability of our Advisor to hire, retain or contract for services of highly skilled managerial, operational and marketing personnel. Competition for skilled personnel is intense, and there can be no assurance that our Advisor will be successful in attracting and retaining skilled personnel. If our Advisor loses or is unable to obtain the services of key personnel, our Advisor’s ability to manage our business and implement our investment strategies could be delayed or hindered, and the value of an investment in shares of our stock may decline.
Any adverse changes in the financial condition or financial health of, or our relationship with, our Advisor, including any change resulting from an adverse outcome in any litigation, could hinder its ability to successfully manage our operations and assets. Additionally, changes in ownership or management practices, the occurrence of adverse events affecting our Advisor, or its affiliates or other companies advised by our Advisor or its affiliates could create adverse publicity and adversely affect us and our relationship with lenders, tenants or counterparties.
Our business and operations could suffer if our Advisor or any other party that provides us with services essential to our operations experiences system failures or cyber incidents or a deficiency in cybersecurity.
The internal information technology networks and related systems of our Advisor and other parties that provide us with services essential to our operations are vulnerable to damage from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by these disruptions.
As reliance on technology has increased, so have the risks posed to those systems. Our Advisor and other parties that provide us with services essential to our operations must continuously monitor and develop their networks and information technology to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses, and social engineering, such as phishing. Our Advisor and other parties that provide us with services are continuously working, including with the aid of third party service providers, to install new, and to upgrade existing, network and information technology systems, to create processes for risk assessment, testing, prioritization, remediation, risk acceptance, and reporting, and to provide awareness training around phishing, malware and other cyber risks to ensure they provide us with services essential to our operations are protected against cyber risks and security breaches and that we are also therefore so protected. However, these upgrades, processes, new technology and training may not be sufficient to protect us from all risks. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques and technologies used in attempted attacks and intrusions evolve and generally are not recognized until launched against a target. In some cases attempted attacks and intrusions are designed not to be detected and, in fact, may not be detected.
The remediation costs and lost revenues experienced by a subject of an intentional cyberattack or other event which results in unauthorized third party access to systems to disrupt operations, corrupt data or steal confidential information may be significant and significant resources may be required to repair system damage, protect against the threat of future security breaches or to alleviate problems, including reputational harm, loss of revenues and litigation, caused by any breaches. Additionally, any failure to adequately protect against unauthorized or unlawful processing of personal data, or to take appropriate action in cases of infringement may result in significant penalties under privacy law.
Furthermore, a security breach or other significant disruption involving the information technology networks and related systems of our Advisor or any other party that provides us with services essential to our operations could:
result in misstated financial reports, violations of loan covenants, missed reporting deadlines or missed permitting deadlines;
affect our ability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information (including information about tenants), which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
8

result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;
require significant management attention and resources to remedy any damages that result;
subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or
adversely impact our reputation among our tenants and investors generally.
There can be no assurance that the measures adopted by our Advisor and other parties that provide us with services essential to our operations will be sufficient, and any material adverse effect experienced by our Advisor and other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us.

Risks Related to Investments in Real Estate
Our operating results are affected by economic and regulatory changes.
Our operating results and value of our properties are subject to risks associated with economic and regulatory changes including:
changes in general, economic or local conditions;
changes in supply of or demand for similar or competing properties in an area;
changes in interest rates and availability of mortgage financing on favorable terms, or at all;
changes in tax, real estate, environmental and zoning laws; and
the possibility that one or more of our tenants will be unable to pay their rental obligations.
These and other risks may prevent us from being profitable or from realizing growth or maintaining the value of our real estate properties.
A major tenant, including a tenant with leases in multiple locations, may fail to make rental payments to us, because of a deterioration of its financial condition or otherwise, or may choose not to renew its lease.
Our ability to generate cash from operations depends on the rents that we are able to charge and collect from our tenants. While we evaluate the creditworthiness of our tenants by reviewing available financial and other pertinent information, there can be no assurance that any tenant will be able to make timely rental payments or avoid defaulting under its lease. At any time, our tenants may experience an adverse change in their business. Our tenants may decline to extend or renew leases upon expiration, fail to make rental payments when due, close a number of stores, exercise early termination rights (to the extent these rights are available to the tenant) or declare bankruptcy. If a tenant defaults, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.
If any of the foregoing were to occur, it could result in the termination of the tenant’s lease(s) and the loss of rental income attributable to the terminated lease(s). If a lease is terminated or defaulted on, we may be unable to find a new tenant to re-lease the vacated space at attractive rents or at all. Furthermore, the consequences to us would be exacerbated if one of our tenants with leases in multiple locations were to terminate or default its leases.
We rely significantly on three major tenants and therefore, are subject to tenant credit concentrations that make us more susceptible to adverse events with respect to those tenants.
As of December 31, 2020, the following major tenants (including, for this purpose, their affiliates) accounted for 5.0% or more of our consolidated annualized rental income on a straight-line basis:
Tenant December 31, 2020
Sanofi US 6.1%
Truist Bank 6.0%
Fresenius 5.2%
Therefore, a default or lease termination by any of these tenants could have a material adverse effect on our cash flow. In addition, the value of our investment is historically driven by the credit quality of the underlying tenant, and an adverse change in either the tenant’s financial condition or a decline in the credit rating of the tenant may result in a decline in the value of our investments.
9

We are subject to tenant geographic concentrations that make us more susceptible to adverse events with respect to certain geographic areas.
As of December 31, 2020, properties concentrated in the following states accounted for annualized rental income on a straight-line basis equal to 5.0% or more of our consolidated annualized rental income on a straight-line basis:
State December 31, 2020
Georgia 10.2%
Florida 7.0%
New Jersey 6.7%
Ohio 6.3%
North Carolina 6.2%
South Carolina 5.9%
Alabama 5.3%
As of December 31, 2020, our tenants operated in 46 states and the District of Columbia. Any adverse situation that disproportionately affects the states listed above may have a magnified adverse effect on our portfolio. Real estate markets are subject to economic downturns, as they have been in the past, and we cannot predict how economic conditions will impact this market in both the short and long-term.
Declines in the economy or a decline in the real estate market in these states could hurt our financial performance and the value of our properties. Factors that may negatively affect economic conditions in these states include:
business layoffs or downsizing;
industry slowdowns;
relocations of businesses;
changing demographics;
climate change;
increased telecommuting and use of alternative workplaces;
infrastructure quality;
any oversupply of, or reduced demand for, real estate;
concessions or reduced rental rates under new leases for properties where tenants defaulted; and
increased insurance premiums.
Market and economic challenges may adversely impact us.
Our business may be affected by market and economic challenges experienced by the U.S. and global economies. These conditions may materially affect the commercial real estate industry, the businesses of our tenants and the value and performance of our properties and the availability or the terms of financing. Challenging economic conditions may also impact the ability of certain of our tenants to enter into new leasing transactions or satisfy rental payments under existing leases. These market and economic challenges include:
decreased demand for our properties due to significant job losses that occur or may occur in the future, resulting in lower rents and occupancy levels;
an increase in the number of bankruptcies or insolvency proceedings of our tenants and lease guarantors, which could delay or preclude our efforts to collect rent and any past due balances under the relevant leases;
widening credit spreads as investors demand higher risk premiums, resulting in lenders increasing the cost for debt financing;
reduction in the amount of capital that is available to finance real estate, which, in turn, could lead to a decline in real estate values generally, slow real estate transaction activity, reduce the loan-to-value ratio upon which lenders are willing to lend, or make it difficult for us to refinance our debt;
a decrease in the market value of our properties, which may limit our ability to obtain debt financing secured by our properties;
a need for us to establish significant provisions for losses or impairments; and
reduction in the value and liquidity of our short-term investments and increased volatility in market rates for such investments.
10

If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases.
Any of our tenants, or any guarantor of a tenant’s lease obligations, could become insolvent or be subject to a bankruptcy proceeding pursuant to Title 11 of the United States Code. A bankruptcy filing of our tenants or any guarantor of a tenant’s lease obligations would result in a stay of all efforts by us to collect pre-bankruptcy debts from these entities or their assets, unless we receive an enabling order from the bankruptcy court. Post-bankruptcy debts would be required to be paid currently. If a lease is assumed by the tenant, all pre-bankruptcy balances owing under it must be paid in full. If a lease is rejected by a tenant in bankruptcy, we would only have a general unsecured claim for damages. If a lease is rejected, it is unlikely we would receive any payments from the tenant because our claim is capped at the rent reserved under the lease, without acceleration, for the greater of one year or 15% of the remaining term of the lease, but not greater than three years, plus rent already due but unpaid as of the date of the bankruptcy filing (post-bankruptcy rent would be payable in full). This claim could be paid only if funds were available, and then only in the same percentage as that realized on other unsecured claims.
A tenant or lease guarantor bankruptcy could delay efforts to collect past due balances under the relevant leases and could ultimately preclude full collection of these sums. A tenant or lease guarantor bankruptcy could cause a decrease or cessation of rental payments that would mean a reduction in our cash flow and the amount available for dividends or other distributions to our stockholders. In the event of a bankruptcy, we cannot assure our stockholders that the debtor in possession or the bankruptcy trustee will assume our lease and that our cash flow and the amounts available for dividends or other distributions to our stockholders will not be adversely affected.
A sale-leaseback transaction may be recharacterized in a tenant’s bankruptcy proceeding.
We have entered and may continue to enter into sale-leaseback transactions, whereby we purchase a property and then lease the same property back to the person from whom we purchased it. In the event of the bankruptcy of a tenant, a transaction structured as a sale-leaseback may be recharacterized as either a financing or a joint venture, and either type of recharacterization could adversely affect our business. If the sale-leaseback were recharacterized as a financing, we might not be considered the owner of the property, and as a result would have the status of a creditor. In that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have a claim against the tenant for the amounts owed under the lease. The tenant/debtor might have the ability to propose a plan restructuring the term, interest rate and amortization schedule of its outstanding balance. If this plan were confirmed by the bankruptcy court, we would be bound by the new terms. If the sale-leaseback were recharacterized as a joint venture, our lessee and we could be treated as co-venturers with regard to the property. As a result, we could be held liable, under some circumstances, for debts incurred by the lessee relating to the property.
Properties may have vacancies for a significant period of time.
A property may have vacancies either due to the continued default of tenants under their leases or the expiration of leases. If vacancies continue for a long period of time, we may suffer reduced revenues resulting in less cash flow. In addition, because market values of properties depend principally upon the value of their leases, the resale value of properties with prolonged vacancies could decline significantly.
We generally obtain only limited warranties when we purchase a property and would therefore have only limited recourse if our due diligence did not identify any issues that lower the value of our property.
We have acquired, and may continue to acquire, properties in “as is” condition on a “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose some or all our invested capital in the property as well as the loss of rental income from that property.
We may be unable to secure funds for future tenant improvements or capital needs.
We may be required to expend substantial funds for tenant improvements and tenant refurbishments to retain existing tenants or attract new tenants. In addition, we are responsible for any major structural repairs, such as repairs to the foundation, exterior walls and rooftops at all of our properties. Accordingly, if we need additional capital in the future to improve or maintain our properties or for any other reason, we may have to obtain financing from sources such as borrowings, property sales or future equity offerings, to fund these capital requirements. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional funding for capital improvements, our investments may generate lower cash flows or decline in value, or both.
We may be unable to sell a property when we desire to do so.
The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We cannot predict the length of time needed to find a willing purchaser
11

and to close the sale of a property. In addition, as a REIT, our ability to sell properties that have been held for less than two years is limited as any gain recognized on the sale or other disposition of such property could be subject to the 100% prohibited transaction tax, as discussed in more detail below.
We may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure our stockholders that we will have funds available to correct such defects or to make such improvements. Moreover, in acquiring a property, we may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These provisions would restrict our ability to sell a property.
We have acquired or financed, and may continue to acquire or finance, properties with lock-out provisions which may prohibit us from selling a property or may require us to maintain specified debt levels for a period of years on some properties.
Lock-out provisions, such as the provisions contained in certain mortgage loans we have entered into, could materially restrict us from selling or otherwise disposing of or refinancing properties, including by requiring the payment of a yield maintenance premium in connection with the required prepayment of principal upon sale, disposition or refinance. Lock-out provisions may also prohibit us from pre-paying the outstanding indebtedness with respect to any properties. Lock-out provisions could also impair our ability to take other actions during the lock-out period that may otherwise be in the best interests of our stockholders, such as precluding us from participating in major transactions that would result in a disposition of our assets or a change in control.
Rising expenses could reduce cash flow.
The properties that we own or may acquire are subject to operating risks common to real estate in general, any or all of which may negatively affect us. If any property is not fully occupied or if rents are being paid in an amount that is insufficient to cover operating expenses, we could be required to expend funds with respect to that property for operating expenses. Properties may be subject to increases in tax rates, utility costs, operating expenses, insurance costs, repairs and maintenance and administrative expenses. Our multi-tenant retail properties are not leased on a triple-net basis, therefore we are required to pay certain operating expenses (although we are reimbursed for others). Renewals of leases or future leases for our net lease properties may not be negotiated on a triple-net basis or on a basis requiring the tenants to pay all or some of such expenses, in which event we may have to pay those costs. If we are unable to lease properties on a triple-net basis or on a basis requiring the tenants to pay all or some of such expenses, or if tenants fail to pay required tax, utility and other impositions, we could be required to pay those costs.
Damage from catastrophic weather and other natural events and climate change could result in losses to us.
Certain of our properties are located in areas that may experience catastrophic weather and other natural events from time to time, including hurricanes or other severe weather, flooding, fires, snow or ice storms, windstorms or, earthquakes. These adverse weather and natural events could cause substantial damages or losses to our properties which could exceed our insurance coverage. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. We could also continue to be obligated to repay any mortgage indebtedness or other obligations related to the property.
To the extent that significant changes in the climate occur, we may experience extreme weather and changes in precipitation and temperature and rising sea levels, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. The impact of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time.
In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties or to protect them from the consequence of climate
change.
We may suffer uninsured losses relating to real property or have to pay expensive premiums for insurance coverage.
Our general liability coverage, property insurance coverage and umbrella liability coverage on all our properties may not be adequate to insure against liability claims and provide for the costs of defense. Similarly, we may not have adequate coverage against the risk of direct physical damage or to reimburse us on a replacement cost basis for costs incurred to repair or rebuild each property. Moreover, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with such catastrophic events could sharply increase the premiums we pay for coverage against property and casualty claims.
This risk is particularly relevant with respect to potential acts of terrorism. The Terrorism Risk Insurance Act of 2002 (the “TRIA”), under which the U.S. federal government bears a significant portion of insured losses caused by terrorism, will expire on December 31, 2027, and there can be no assurance that Congress will act to renew or replace the TRIA
12

following its expiration. In the event that the TRIA is not renewed or replaced, terrorism insurance may become difficult or impossible to obtain at reasonable costs or at all, which may result in adverse impacts and additional costs to us.
Changes in the cost or availability of insurance due to the non-renewal of the TRIA or for other reasons could expose us to uninsured casualty losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such uninsured loss. In addition, other than any working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay greater amounts for insurance due to changes in cost and availability, this could would reduce our cash flow.
Additionally, mortgage lenders insist in some cases that commercial property owners purchase coverage against terrorism as a condition for providing mortgage loans. Accordingly, to the extent terrorism risk insurance policies are not available at reasonable costs, if at all, our ability to finance or refinance our properties could be impaired. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate, or any, coverage for such losses.
Terrorist attacks and other acts of violence, civilian unrest or war may affect the markets in which we operate our business and our profitability.
We own properties in major metropolitan areas as well as densely populated sub-markets that are susceptible to terrorist attack. Because many of our properties are open to the public, they are exposed to a number of incidents that may take place within their premises and that are beyond our control or ability to prevent, which may harm our consumers and visitors. If an act of terror, a mass shooting or other violence were to occur, we may lose tenants or be forced to close one or more of our properties for some time. If any of these incidents were to occur, the relevant property could face material damage to its image and the revenues generated therefrom. In addition, we may be exposed to civil liability and be required to indemnify the victims, and our insurance premiums could rise in a material amount.
In addition, any kind of terrorist activity or violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses) could have a negative effect on our business and the value of our properties. More generally, any terrorist attack, other act of violence or war, including armed conflicts, could result in increased volatility in, or damage to, the worldwide financial markets and economy, including demand for properties and availability of financing. Increased economic volatility could adversely affect our tenants’ abilities to conduct their operations profitably or our ability to access capital markets.
Real estate-related taxes may increase and, if these increases are not passed on to tenants, our cash flow may be reduced.
Some local real property tax assessors may seek to reassess some of our properties as a result of our acquisition of the property. Generally, from time to time our property taxes increase as property values or assessment rates change or for other reasons deemed relevant by the assessors. An increase in the assessed valuation of a property for real estate tax purposes will result in an increase in the related real estate taxes on that property. There is no assurance that leases will be negotiated on the same basis. Increases not passed through to tenants would increase our expenses and could reduce our cash flow.
Covenants, conditions and restrictions may restrict our ability to operate a property, which may adversely affect our operating costs.
Some of our properties are contiguous to other parcels of real property, comprising part of the same commercial center. In connection with such properties, there are significant covenants, conditions and restrictions restricting the operation of such properties and any improvements on such properties, and related to granting easements on such properties. Moreover, the operation and management of the contiguous properties may impact such properties. Compliance with covenants, conditions and restrictions may adversely affect our operating costs and reduce the amount of cash flow we generate.
We compete with third parties in acquiring properties and other investments.
We compete with many other entities engaged in real estate investment activities, including individuals, corporations, bank and insurance company investment accounts, other REITs real estate limited partnerships, and other entities engaged in real estate investment activities, many of which have greater resources than we do. Larger REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase. Any such increase would result in increased demand for these assets and therefore increased prices paid for them. If we pay higher prices for properties and other investments we may generate lower returns on our investments.
Our properties face competition for tenants.
Our properties face competition for tenants. The number of competitive properties could have a material effect on our ability to rent space at our properties and the amount of rents we are able to charge. We could be adversely affected if additional competitive properties are built in locations competitive with our properties, causing increased competition for
13

customer traffic and creditworthy tenants. This type of competition could also require us to make capital improvements to properties that we would not have otherwise made or lower rental rates in order to retain tenants.
We may incur significant costs to comply with governmental laws and regulations, including those relating to environmental matters.
All real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, and the remediation of contamination associated with disposals. Environmental laws and regulations may impose joint and several liability on tenants, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. This liability could be substantial. In addition, the presence of hazardous substances, or the failure to properly remediate them, may adversely affect our ability to sell, rent or pledge a property as collateral for future borrowings.
Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require material expenditures by us. Future laws, ordinances or regulations may impose material environmental liability. Additionally, our tenants’ operations, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties. In addition, there are various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply, and that may subject us to liability in the form of fines or damages for noncompliance.
State and federal laws in this area are constantly evolving, and we monitor these laws and take commercially reasonable steps to protect ourselves from the impact of these laws, including obtaining environmental assessments of most properties that we acquire; however, we do not obtain an independent third-party environmental assessment for every property we acquire. In addition, any assessment that we do obtain may not reveal all environmental liabilities or reveal that a prior owner of a property created a material environmental condition unknown to us. We may incur significant costs to defend against claims of liability, comply with environmental regulatory requirements, remediate any contaminated property, or pay personal injury claims.
If we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect our cash flows and our ability to pay dividends to our stockholders.
In some instances, we may sell our properties by providing financing to purchasers. In these cases, we will bear the risk that the purchaser may default, which could negatively impact our cash dividends to stockholders. Even in the absence of a purchaser default, the distribution of the proceeds of sales to our stockholders, or their reinvestment in other assets, will be delayed until the promissory notes or other property we may accept upon the sale are actually paid, sold, refinanced or otherwise disposed of. In some cases, we may receive initial down payments in cash and other property in the year of sale in an amount less than the selling price and subsequent payments will be spread over a number of years. If any purchaser defaults under a financing arrangement with us, it could negatively impact our cash flow.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of co-venturers and disputes between us and our co-venturers.
We may enter into joint ventures, partnerships and other co-ownership arrangements (including preferred equity investments) for the purpose of making investments. In such event, we would not be in a position to exercise sole decision-making authority regarding the joint venture. Investments in joint ventures may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their required capital contributions. Co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the co-venturer would have full control over the joint venture. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with co-venturers might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our co-venturers.
We may incur costs associated with complying with the Americans with Disabilities Act.
Our properties are subject to the Americans with Disabilities Act of 1990 (“Disabilities Act”). Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services, including restaurants and retail stores, be made accessible and available to people with disabilities. The Disabilities Act’s requirements could require removal of access
14

barriers and could result in the imposition of injunctive relief, monetary penalties, or, in some cases, an award of damages. A determination that our properties do not comply with the Disabilities Act could result in liability for both governmental fines and damages. If we are required to make unanticipated major modifications to any of our properties to comply with the Disabilities Act which are determined not to be the responsibility of our tenants, we could incur unanticipated expenses which could be material.
The credit profile of our tenants may create a higher risk of lease defaults and therefore lower revenues and returns.
Based on annualized rental income on a straight-line basis as of December 31, 2020, 38.5% of our single-tenant portfolio and 68.8% of our anchor tenants in our multi-tenant portfolio are not evaluated or ranked by credit rating agencies, or are ranked below “investment grade,” which includes both actual investment grade ratings of the tenant and “implied investment grade” ratings which includes ratings of the tenant’s parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or lease guarantor. “Implied investment grade” ratings are also determined using a proprietary Moody’s analytical tool, which compares the risk metrics of the non-rated company to those of a company with an actual rating. Of our “investment grade” tenants for our single-tenant portfolio, 50.4% have actual investment grade ratings and 11.1% have “implied investment grade” ratings. Of our “investment grade” tenants for our anchor tenants in the multi-tenant portfolio, 20.2% have actual investment grade ratings and 11.0% have “implied investment grade” ratings.
Our long-term leases with certain of these tenants may therefore pose a higher risk of default than would long-term leases with tenants who have investment grade ratings.
Net leases may not result in fair market lease rates over time.
The majority of our rental income is generated by net leases, which generally provide the tenant greater discretion in using the leased property than ordinary property leases, such as the right to freely sublease the property, to make alterations in the leased premises and to terminate the lease prior to its expiration under specified circumstances. Furthermore, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental increases in future years will fail to result in fair market rental rates during those years. Moreover, inflation could erode the value of long-term leases that do not contain indexed escalation provisions.
We may in the future acquire or originate commercial real estate debt or invest in commercial real estate-related securities, which would expose us to additional risks.
We may in the future acquire or originate mortgage debt loans, mezzanine loans, preferred equity or securitized loans, commercial mortgage-backed securities (“CMBS”), preferred equity and other higher-yielding structured debt and equity investments. Doing so would expose us not only to the risks and uncertainties we are currently exposed to through our direct investments in real estate but also to additional risks and uncertainties attendant to investing in and holding these types of investments, such as:
risk of defaults by borrowers in paying debt service on outstanding indebtedness and to other impairments of our loans and investments;
increased competition from entities engaged in mortgage lending and, or investing in our target assets;
deterioration in the performance of properties securing our investments may cause deterioration in the performance of our investments and, potentially, principal losses to us;
fluctuations in interest rates and credit spreads could reduce our ability to generate income on our loans and other investments;
difficulty in redeploying the proceeds from repayments of our existing loans and investments;
the illiquidity of certain of these investments;
lack of control over certain of our loans and investments;
the potential need to foreclose on certain of the loans we originate or acquire, which could result in losses additional risks, including the risks of the securitization process, posed by investments in CMBS and other similar structured finance investments, as well as those we structure, sponsor or arrange;
use of leverage may create a mismatch with the duration and interest rate of the investments that we financing;
risks related to the operating performance or trading price volatility of any publicly-traded and private companies primarily engaged in real estate businesses we invest in; and
the need to structure, select and more closely monitor our investments such that we continue to maintain our qualification as a REIT and our exemption from registration under the Investment Company Act of 1940, as amended.
15

Risks Related to Retail Properties
Retail conditions may adversely affect our income.
A substantial amount of our rental income is generated by retail properties, some of which are subject to net leases. The market for retail space has been and could be adversely affected by weaknesses in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, changes in consumer preferences and spending, excess amounts of retail space in a number of markets and competition for tenants in the markets, as well as the increasing use of the Internet by retailers and consumers. Customer traffic to these shopping areas may be adversely affected by the closing of stores in the same multi-tenant property, or by a reduction in traffic to these stores resulting from a regional economic downturn, a general downturn in the local area where our property is located, or a decline in the desirability of the shopping environment of a particular retail property.
A retail property’s revenues and value may also be adversely affected by the perceptions of retailers or shoppers regarding the safety, convenience and attractiveness of the retail property. Many of our multi-tenant properties, such as shopping centers and malls, are open to the public and any incidents of crime or violence would result in a reduction of business traffic to tenant stores in our properties. Any such incidents may also expose us to civil liability. In addition, to the extent that the investing public has a negative perception of the retail sector, the value of our Class A common stock may be negatively impacted.
The majority of our leases provide for base rent plus contractual base rent increases. Our portfolio also includes some leases with a percentage rent clause for additional rent above the base amount based upon a specified percentage of the sales our tenants generate. Under those leases which contain percentage rent clauses, our revenue from tenants may increase as the sales of our tenants increase. Generally, retailers face declining revenues during downturns in the economy. As a result, the portion of our revenue which we may derive from percentage rent leases could be adversely affected by a general economic downturn.
We are subject to risks related to our multi-tenant retail properties.
We own a portfolio of 33 multi-tenant retail properties that are not subject to net leases representing 30% of our annualized rental income on a straight-line basis as of December 31, 2020. Multi-tenant retail properties are subject to increased risk relating to the operation and management of the property, including:
risks affecting the retail industry generally;
the reliance on anchor tenants; and
competition with other retail channels, including e-commerce.
In addition, because our multi-tenant retail properties are not net leased, we bear certain costs and expenses of these properties, as opposed to net leased properties that require tenants to bear all, or substantially all, of the costs and expenses of the properties.
Competition with other retail channels may reduce our profitability.
Our retail tenants face changing consumer preferences and increasing competition from other forms of retailing, such as e-commerce, discount shopping centers, outlet centers, upscale neighborhood strip centers, catalogues and other forms of direct marketing, discount shopping clubs and telemarketing. Other retail centers within the market area of our multi-tenant retail properties also compete with our properties for customers, affecting their tenant cash flows and thus affecting their ability to pay rent. In addition, in some cases our leases may require tenants to pay rent based on the amount of sales revenue that they generate. If these tenants experience competition, the amount of their rent may decrease and cash flows will decrease.
A shift in retail shopping from brick and mortar stores to online shopping may have an adverse impact on our cash flow, financial condition and results of operations.
Many retailers operating brick and mortar stores have made online sales a vital piece of their business. There can be no assurance that our strategy of building a diverse portfolio focused on properties leased to service retail and experiential retail tenants, to better insulate us from the effects online commerce has had on some retail operators that lease space in properties like ours, will be successful. The shift to online shopping, which has accelerated and may further accelerate due to the COVID-19 pandemic, may nonetheless cause declines in brick and mortar sales generated by certain of our tenants and may cause certain of our tenants to reduce the size or number of their retail locations in the future.
Competition may impede our ability to renew leases or re-let space as leases expire and require us to undertake unbudgeted capital improvements, which could harm our operating results.
We may compete for tenants with respect to the renewal of leases and re-letting of space as leases expire. Any competitive properties that are developed close to our existing properties also may impact our ability to lease space to creditworthy tenants. Increased competition for tenants may require us to make capital improvements to properties that we would not have otherwise planned to make. Any unbudgeted capital improvements may negatively impact our cash flow. Also, to the extent we are unable to renew leases or re-let space as leases expire, it would result in decreased rental income
16

from tenants and reduce the income produced by our properties. Excessive vacancies (and related reduced shopper traffic) at one of our properties may hurt sales of other tenants at that property and may discourage them from renewing leases.
Several of our properties may rely on tenants who are in similar industries or who are affiliated with certain large companies, which would magnify the effects of downturns in those industries, or companies and have a disproportionate adverse effect on the value of our investments.
Certain tenants of our properties are concentrated in certain industries or retail categories and we have a large number of tenants that are affiliated with certain large companies. As a result, any adverse effect to those industries, retail categories or companies generally would have a disproportionately adverse effect on our portfolio. As of December 31, 2020, the following industries had concentrations of properties representing 5.0% of our consolidated annualized rental income on a straight-line basis:
Industry December 31, 2020
Healthcare 9.9%
Gas/Convenience 9.8%
Retail Banking 7.4%
Quick Service Restaurant 6.2%
Pharmaceuticals 6.1%
Discount Retail 5.3%
Specialty Retail 5.1%
Any adverse situation that disproportionately affects the industries listed above may have a magnified adverse effect on our portfolio.
Our revenue is impacted by the success and economic viability of our anchor retail tenants. Our reliance on single or significant tenants in certain buildings may decrease our ability to lease vacated space.
Any anchor tenant, which we define as a tenant that occupy over 10,000 square feet of one of our multi-tenant properties, or a tenant that is an anchor tenant at more than one of our multi-tenant properties, may become insolvent, may suffer a downturn in its business, or may decide not to renew its lease. Any of these events would result in a reduction or cessation in rental payments to us. A lease termination by an anchor tenant could result in lease terminations or reductions in rent by other tenants whose leases permit cancellation or rent reduction if another tenant’s lease is terminated. We own properties where the tenants may have rights to terminate their leases if certain other tenants are no longer open for business. These “co-tenancy” provisions also may exist in some leases where we own a portion of a retail property and one or more of the anchor tenants lease space in that portion of the center not owned or controlled by us. If these tenants were to vacate their space, tenants with co-tenancy provisions would have the right to terminate their leases or seek a rent reduction. Even if co-tenancy rights do not exist, other tenants may experience downturns in their businesses that could threaten their ongoing ability to continue paying rent and remain solvent. In such event, we may be unable to re-lease the vacated space. Similarly, the leases of some anchor tenants may permit the anchor tenant to transfer its lease to another retailer. The transfer to a new anchor tenant, or the bankruptcy, insolvency or downturn in business of any of our anchor tenants, could cause customer traffic in the retail center to decrease and thereby reduce the income generated by that retail center. Many expenses associated with properties (such as operating expenses and capital expenses) cannot be reduced when there is a reduction in income from the properties. A lease transfer to a new anchor tenant could also allow other tenants to make reduced rental payments or to terminate their leases at the retail center.
If an anchor tenant vacates its space for any reason and we are unable to re-lease the vacated space to a new anchor tenant, we may incur additional expenses in order to remodel the space to be able to re-lease the space to more than one tenant. There can be no assurance that any re-leasing of a vacated space, either to a single new anchor tenant or to more than one tenant, will be on comparable terms to the prior lease, which could adversely affect our cash flow.

Risks Related to Debt Financing
Our level of indebtedness may increase our business risks.
As of December 31, 2020, we had total outstanding indebtedness of approximately $1.8 billion. In addition, we may incur additional indebtedness in the future for various purposes. The amount of this indebtedness could have material adverse consequences for us, including:
hindering our ability to adjust to changing market, industry or economic conditions;
limiting our ability to access the capital markets to raise additional equity or debt on favorable terms or at all, whether to refinance maturing debt, to fund acquisitions, to fund dividends or for other corporate purposes;
17

limiting the amount of free cash flow available for future operations, acquisitions, distributions, stock repurchases or other uses; and
making us more vulnerable to economic or industry downturns, including interest rate increases.
In most instances, we acquire real properties by using either existing financing or borrowing new funds. In addition, we may incur mortgage debt and pledge the underlying property as security for that debt to obtain funds to acquire additional real properties or for other corporate purposes. We may also borrow if we need funds to satisfy the REIT tax qualification requirement that we generally distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. We also may borrow if we otherwise deem it necessary or advisable to assure that we maintain our qualification as a REIT.
If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage debt on a property, then we must identify other sources to fund the payment or risk defaulting on the indebtedness. In addition, incurring mortgage debt increases the risk of loss because defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default. For U.S. federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds. In this event, we may be unable to pay the amount of distributions required in order to maintain our REIT status. We may give full or partial guarantees to lenders of mortgage debt to the entities that own our properties. If we provide a guaranty on behalf of a subsidiary entity that owns one of our properties, we will be responsible to the lender for repaying the debt if it is not paid by the entity. If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties.
The Credit Facility, and certain of our other indebtedness, contains restrictive covenants that limit our ability to pay distributions and otherwise limit our operating flexibility.
The Credit Facility (as defined herein) contains various customary operating covenants, including a restricted payments covenant that limits our ability to declare or pay dividends or other distributions on, or to purchase or redeem, any of our equity interests, with certain permitted exceptions as well as covenants restricting, among other things, the incurrence of liens, investments, fundamental changes, agreements with affiliates and changes in the nature of our business. The Credit Facility also contains for example financial covenants limiting our consolidated leverage and consolidated secured leverage, requiring us to maintain a minimum fixed charge coverage ratio, limiting our other recourse debt to total asset value, and requiring us to maintain a minimum net worth. Until March 31, 2021, (i) all properties acquired with proceeds from borrowings under the Credit Facility must be added to the borrowing base, and (ii) we are prohibited from acquiring any multi-tenant properties and from making certain other investments. We are restricted from using proceeds from borrowings under the Credit Facility to accumulate or maintain cash or cash equivalents in excess of amounts necessary to meet current working capital requirements, as determined in good faith by us. In addition, we may not fund certain share repurchases, unless we satisfy a maximum leverage ratio after giving effect to the payments and have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $40 million; provided that until March 31, 2021, the Company is not permitted to repurchase shares by tender offer or otherwise. Until March 31, 2021 we are also required to maintain a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $100.0 million as of the end of each month. All of these requirements could limit our ability to incur additional indebtedness, limit operating flexibility and use cash that would otherwise be available to us. Decreases in cash rent collected from our tenants may decrease the availability of future borrowings under our Credit Facility. If we are unable to comply with financial covenants and other obligations under our Credit Facility or other debt agreements, including restrictions on the payment of dividends under our Credit Facility, we could default under those agreements which could potentially result in an acceleration of our indebtedness or foreclosure on our properties and could otherwise negatively impact our liquidity. There can be assurance that our leaders will consent to any amendment, such as the amendment entered into in July 2020, necessary to maintain compliance with our Credit Facility. Certain of our other indebtedness, and future indebtedness we may incur, contain or may contain similar restrictions. These or other restrictions may adversely affect our flexibility and our ability to achieve our investment and operating objectives.
Increases in mortgage rates may make it difficult for us to finance or refinance properties.
We have incurred, and may continue to incur, mortgage debt. We run the risk of being unable to refinance our mortgage loans when they come due or we otherwise desire to do so on favorable terms, or at all. If interest rates are higher when the properties are refinanced, we may not be able to refinance the properties and we may be required to obtain equity financing to repay the mortgage or the property may be subject to foreclosure.
18

Increasing interest rates could increase the amount of our debt payments and adversely affect our ability to pay dividends, and we may be adversely affected by uncertainty surrounding the LIBOR.
We have incurred, and may continue to incur, variable-rate debt. Increases in interest rates on our variable-rate debt would increase our interest cost. If we need to repay existing debt during periods of rising interest rates, we may need to sell one or more of our investments in properties even though we would not otherwise choose to do so.
As of December 31, 2020, approximately 17% of our $1.8 billion in total gross outstanding debt was variable-rate debt indexed to London Interbank Offered Rate (“LIBOR”) and not fixed by swap. In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On November 30, 2020, the Financial Conduct Authority announced a partial extension of this deadline, indicating its intention to cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. We are not able to predict when LIBOR may be limited or discontinued or when there will be sufficient liquidity in the SOFR market. We are monitoring and evaluating the risks related to potential changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR could also be impacted when LIBOR is limited or discontinued and contracts must be transitioned to a new alternative rate. In some instances, transitioning to an alternative rate may require negotiation with lenders and other counterparties and could present challenges. To transition from LIBOR under the Credit Facility, we will either utilize the Base Rate (as defined in the Credit Facility) or an alternative benchmark established by the agent in accordance with the terms of the Credit Facility, which will be SOFR if available or an alternate benchmark that is being widely used in the market at that time as selected by the agent.
The consequences of these developments cannot be entirely predicted and could include an increase in the cost of our variable rate indebtedness. While we expect LIBOR to be available in substantially its current form until at least the end of 2021, it is possible that LIBOR will become unavailable prior to that time. This could occur, for example, if a sufficient number of banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate would be accelerated or magnified. Any of these events, as well as the other uncertainty surrounding the transition to LIBOR, could adversely affect us.
Changes in the debt markets could have a material adverse impact on our earnings and financial condition.
The domestic and international commercial real estate debt markets are subject to volatility, resulting in, from time to me, the tightening of underwriting standards by lenders and credit rating agencies and reductions in the availability of financing. If our overall cost of borrowings increases, either due to increases in the index rates or due to increases in lender
spreads, we will need to factor such increases into the economics of future acquisitions. This may result in future acquisitions generating lower overall economic returns. If there is a disruption in the debt markets, our ability to borrow monies to finance the purchase of, or other activities related to, our real estate assets may be negatively impacted. If we are unable to borrow monies on terms and conditions that we find acceptable, our ability to purchase properties or meet other capital requirements may be limited, and the return on the properties we do purchase may be lower. In addition, we may find it difficult, costly or impossible to refinance maturing indebtedness. Furthermore, the state of the debt markets could have an impact on the overall amount of capital being invested in real estate, which may result in price or value decreases of real estate assets and could negatively impact the value of our assets.

Risks Related to Conflicts of Interest
Our Advisor faces conflicts of interest relating to the purchase and leasing of properties, and these conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.
We rely on our Advisor and the executive officers and other key real estate professionals at our Advisor to identify suitable investment opportunities for us. Several of these individuals are also the executive officers or key real estate professionals at AR Global and other entities advised by affiliates of AR Global. Many investment opportunities that are suitable for us may also be suitable for other entities advised by affiliates of AR Global. For example, Global Net Lease or “GNL,” an entity advised by affiliates of our Advisor seeks, like us, to invest in sale-leaseback transactions involving single-tenant net-leased commercial properties, in the U.S. An investment opportunity allocation agreement to which we and GNL are parties states that we will have the first opportunity to acquire one or more domestic retail or distribution properties with a lease duration of ten years or more and that GNL will be given first opportunity to acquire office or industrial properties. However, there can be no assurance the executive officers and real estate professionals at our Advisor or its affiliates will not direct attractive investment opportunities for which we do not have contractual priority to GNL, or other entities advised by affiliates of AR Global.
19

We and other entities advised by affiliates of AR Global also rely on these executive officers and other real estate professionals to supervise the property management and leasing of properties. These individuals, as well as AR Global, as an entity, are not prohibited from engaging, directly or indirectly, in any business or from possessing interests in other businesses and ventures, including businesses and ventures involved in the acquisition, development, ownership, leasing or sale of real estate investments.
Our Advisor faces conflicts of interest relating to joint ventures, which could result in a disproportionate benefit to the other venture partners at our expense.
We may enter into joint ventures with other entities advised by affiliates of AR Global. Our Advisor may have conflicts of interest in determining which entity advised by affiliates of AR Global enters into any particular joint venture agreement. The co-venturer may have economic or business interests or goals that are or may become inconsistent with our business interests or goals. In addition, our Advisor may face a conflict in structuring the terms of the relationship between our interests and the interest of the affiliated co-venturer and in managing the joint venture. Due to the role of our Advisor and its affiliates, agreements and transactions between the co-venturers with respect to any joint venture will not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers, which may result in the co-venturer receiving benefits greater than the benefits that we receive. In addition, we may assume liabilities related to the joint venture that exceeds the percentage of our investment in the joint venture.
Our Advisor, AR Global and their officers and employees and certain of our executive officers and other key personnel face competing demands relating to their time.
Our Advisor, AR Global and their officers and employees and certain of our executive officers and other key personnel and their respective affiliates are key personnel, general partners and sponsors of other entities, including entities advised by affiliates of AR Global, having investment objectives and legal and financial obligations similar to ours and may have other business interests as well. Because these entities and individuals have competing demands on their time and resources, they may have conflicts of interest in allocating their time between our business and these other activities. If this occurs, the returns on our investments may suffer.
All of our executive officers, some of our directors and the key real estate and other professionals assembled by our Advisor and our Property Manager face conflicts of interest related to their positions or interests in entities related AR Global.
All of our executive officers, and the key real estate and other professionals assembled by our Advisor and Property Manager are also executive officers, directors, managers, key professionals or holders of a direct or indirect controlling interests in our Advisor, our Property Manager or other entities under common control with AR Global. In addition, all of our executive officers and some of our directors serve in similar capacities for other entities advised by affiliates of our Advisor. As a result, they have duties to each of these entities, which duties could conflict with the duties they owe to us and could result in action or inaction detrimental to our business. Conflicts with our business and interests are most likely to arise from (a) allocation of investments and management time and services between us and the other entities; (b) compensation to our Advisor and Property Manager; (c) our purchase of properties from, or sale of properties to, entities advised by affiliates of our Advisor; and (d) investments with entities advised by affiliates of our Advisor. Conflicts of interest may hinder our ability to implement our business strategy.
We would be required to pay a substantial internalization fee and would not have the right to retain our executive officers or other personnel of our Advisor who currently manage our day-to-day operations if we internalize our management functions.
If we internalize our management functions by becoming self-managed, we would be required to pay a substantial internalization fee to our Advisor. We also would not have any right to retain our executive officers or other personnel of our Advisor who currently manage our day to day operations. An inability to manage an internalization transaction effectively could thus result in our incurring excess costs and suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. These deficiencies could cause us to incur additional costs, and our management’s attention could be diverted from most effectively managing our investments, which could result in litigation and resulting associated costs in connection with the internalization transaction.
We have only limited rights to terminate our advisory agreement and multi-tenant management and leasing agreements.
We have limited rights to terminate our Advisor, and, with respect to management of our multi-tenants properties, our Property Manager. Our advisory agreement with our Advisor does not expire until April 29, 2035, is automatically extended for successive 20-year terms upon expiration and may only be terminated under limited circumstances. Our multi-tenant property management and leasing agreements will expire on the later of (i) November 4, 2025; and (ii) the termination date of our advisory agreement, and may only be terminated for cause prior to the end of the term. Because our termination rights under our advisory agreement and our multi-tenant property management and leasing agreements are limited, it may be difficult for us to renegotiate the terms of these agreements or replace our Advisor or Property Manager
20

even for poor performance by our Advisor or Property Manager or if the terms of these agreement are no longer consistent with the terms generally available to externally-managed REITs for similar services.
Our Advisor faces conflicts of interest relating to the structure of the compensation it may receive.
Under the advisory agreement, the Advisor is entitled to substantial minimum compensation regardless of performance as well as incentive compensation if certain thresholds are achieved. The variable portion of the base management fee payable to the Advisor under the advisory agreement increases proportionately with the cumulative net proceeds from the issuance of common, preferred or other forms of equity by us. In addition, under our multi-year outperformance agreement with the Advisor, the Advisor is entitled to earn LTIP Units if certain performance conditions are met over a three-year performance period that began in July 2018. These arrangements, coupled with the fact that the Advisor does not maintain a significant equity interest in us, may result in the Advisor taking actions or recommending investments that are riskier or more speculative than an advisor with a more significant investment in us might take or recommend. In addition, these fees reduce the cash available for investment or other corporate purposes.

Risks Related to Our Corporate Structure
The trading prices of our Class A common stock and preferred stock may fluctuate significantly.
The trading prices of our Class A common stock, Series A Preferred Stock and Series C Preferred Stock may be volatile and subject to significant price and volume fluctuations in response to market and other factors, and they are impacted by various factors, many of which are outside our control. Among the factors that could affect these trading prices are:
our financial condition and performance;
our ability to grow through property acquisitions, the terms and pace of any acquisitions we may make and the availability and terms of financing for those acquisitions;
the financial condition of our tenants, including tenant bankruptcies or defaults;
actual or anticipated quarterly fluctuations in our operating results and financial condition;
the amount and frequency of dividends that we pay;
additional sales of equity securities, including Class A common stock, Series A Preferred Stock or Series C Preferred Stock, or the perception that additional sales may occur;
the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, and fixed income debt securities;
our reputation and the reputation of AR Global and its affiliates or other entities advised by AR Global and its affiliates;
uncertainty and volatility in the equity and credit markets;
fluctuations in interest rates and exchange rates;
changes in revenue or earnings estimates, if any, or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
failure to meet analyst revenue or earnings estimates;
strategic actions by us or our competitors, such as acquisitions or restructurings;
the extent of investment in our shares by institutional investors;
the extent of short-selling of our shares;
general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;
failure to maintain our REIT status;
changes in tax laws;
domestic and international economic factors unrelated to our performance; and
all other risk factors addressed elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2020.
Moreover, although shares of both the Series A Preferred Stock and Series C Preferred Stock are listed on The Nasdaq Global Select Market (“Nasdaq”), there can be no assurance that the trading volume for these shares will provide sufficient liquidity for holders to sell their shares at the time of their choosing or that the trading price for shares will equal or exceed the price paid for the shares. Because the shares of our preferred stock have at a fixed dividend rate, their respective trading prices in the secondary market will be influenced by changes in interest rates and will tend to move inversely to changes in interest rates. In particular, an increase in market interest rates may result in higher yields on other financial instruments
21

and may lead purchasers of our preferred stock to demand a higher yield on their investment which could adversely affect the market price of those securities.
The limit on the number of shares a person may own may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may own more than 9.8% in value of the aggregate of our outstanding shares of our capital stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our capital stock. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our Class A common stock.
We have a classified board, which may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Our board of directors is divided into three classes of directors. At each annual meeting, directors of one class are elected to serve until the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify. The classification of our board of directors may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might result in a premium price for our stockholders.
The stockholder rights plan adopted by our board of directors may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
In April 2020, our board of directors adopted a stockholder rights plan and authorized dividend of one preferred share purchase right expiring April 2021 for each outstanding share of our Class A common stock. In February 2021, the expiration date of these rights was extended to April 12, 2024. If a person or entity, together with its affiliates and associates, acquires beneficial ownership of 4.9% or more of our then outstanding Class A common stock, subject to certain exceptions, each right would entitle its holder (other than the acquirer, its affiliates and associates) to purchase additional shares of our Class A common stock at a substantial discount to the public market price. In addition, under certain circumstances, we may exchange the rights (other than rights beneficially owned by the acquirer, its affiliates and associates), in whole or in part for shares of Class A common stock on a one-for-one basis. The stockholder rights plan could make it more difficult for a third party to acquire the Company or a large block of our Class A common stock without the approval of our board of directors, which may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired and may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:
any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation.
A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he or she otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board of directors.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
22

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. The business combination statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our board of directors has exempted any business combination involving our Advisor or any affiliate of our Advisor. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations between us and our Advisor or any affiliate of our Advisor. As a result, our Advisor and any affiliate of our Advisor may be able to enter into business combinations with us that may not be in the best interest of our stockholders, without compliance with the super-majority vote requirements and the other provisions of the statute. The business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.
Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our stockholders.
Our bylaws provide that, unless we consent to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, is the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, other than actions arising under federal securities laws; (b) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation (the “MGCL”), or any successor provision thereof, including, without limitation, (i) any action asserting a claim of breach of any duty owed by any of our directors, officers or other employees to us or to our stockholders or (ii) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the MGCL, our charter or our bylaws; or (c) any other action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine. Our bylaws also provide that unless we consent in writing, none of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland and the federal district courts are, to the fullest extent permitted by law, the sole and exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable. Alternatively, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving these matters in other jurisdictions.
Maryland law limits the ability of a third-party to buy a large stake in us and exercise voting power in electing directors, which may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
The Maryland Control Share Acquisition Act provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by the stockholders by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter, excluding all shares of stock owned by the acquirer, by officers or by employees who are directors of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer can exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition of issued and outstanding control shares. The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions of our stock by any person. There can be no assurance that this provision will not be amended or eliminated at any time in the future.
Our board of directors may change our investment policies without stockholder approval, which could alter the nature of our stockholders’ investments.
Our board of directors may change our investment policies in its sole discretion. The methods of implementing our investment policies also may vary, as new real estate development trends emerge and new investment techniques are developed. Our investment policies, the methods for their implementation, and our other objectives, policies and procedures may be altered by our board of directors without the approval of our stockholders. As a result, the nature of our stockholders’ investments could change without their consent.
We may issue additional equity securities in the future.
Our stockholders do not have preemptive rights to any shares issued by us in the future. Our charter authorizes us to issue up to 350 million shares of stock, consisting of 300 million shares of Class A common stock, par value $0.01 per share and 50 million shares of preferred stock, par value of $0.01 per share. As of December 31, 2020, we had the
23

following stock issued and outstanding: (i) 108,837,209 shares of Class A common stock; (ii) 7,842,008 shares of Series A Preferred Stock; and (iii) 3,535,700 shares of Series C Preferred Stock. Subject to the approval rights of holders of our Series A Preferred Stock and our Series C Preferred Stock regarding authorization or issuance of equity securities ranking senior to the Series A Preferred Stock or Series C Preferred Stock, our board of directors, without approval of our common stockholders, may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of stock, or the number of authorized shares of any class or series of stock, or may classify or reclassify any unissued shares without obtaining stockholder approval and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the stock.
All of our authorized but unissued shares of stock may be issued in the discretion of our board of directors. The issuance of additional shares of our Class A common stock could dilute the interests of the holders of our Class A common stock, and any issuance of shares of preferred stock senior to our Class A common stock, such as our Series A Preferred Stock or Series C Preferred Stock, or any incurrence of additional indebtedness, could affect our ability to pay dividends on our Class A common stock. The issuance of additional shares of preferred stock ranking equal or senior to our Series A or Series C Preferred Stock, including preferred stock convertible into shares of our Class A common stock, could dilute the interests of the holders of Class A common stock Series A Preferred Stock or Series C Preferred Stock and any issuance of shares of preferred stock senior to our Series A Preferred Stock or C Preferred Stock or incurrence of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our Series A Preferred Stock or Series C Preferred Stock. These issuances could also adversely affect the trading price of our Class A common stock, Series A Preferred Stock or Series C Preferred Stock.
We may issue shares in public or private offerings in the future, including shares of our Class A common stock issued as awards to our officers, directors and other eligible persons, pursuant to the advisory agreement in payment of fees thereunder. We may also issue shares if our Advisor earns any of the LTIP Units it currently holds at the end of the three-year performance period that began in July 2018. LTIP Units are convertible into Class A Units after they have been earned and subject to several other conditions. Class A Units may be redeemed on a one-for-one basis for, at our election, shares of Class A common stock or the cash equivalent thereof. We may also issue Class A Units to sellers of properties we acquire. We also may issue shares of our Class A common stock, Series A Preferred Stock or Series C Preferred Stock pursuant to our existing at-the-market programs or any similar future program.
Because our decision to issue equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. The issuance of additional equity securities could adversely affect stockholders.
The terms of our outstanding preferred stock, and the terms other preferred stock we may issue, may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
The change of control conversion and redemption provisions contained in provisions governing both our Series A and Series C Preferred Stock may make it more difficult for a party to acquire us or discourage a party from seeking to acquire us. Upon the occurrence of a change of control, the holders of both the Series A Preferred Stock and the Series C Preferred Stock will, under certain circumstances, have the right to convert some of or all their respective shares of Series A Preferred Stock and Series C Preferred Stock into shares of our Class A common stock (or equivalent value of alternative consideration). Under these circumstances we will also have a special optional redemption right to redeem shares of Series A Preferred Stock and Series C Preferred Stock. The provisions of our Series A and Series C Preferred Stock may have the effect of discouraging a third party from seeking to acquire us or of delaying, deferring or preventing a change of control under circumstances that otherwise could provide the holders of our Class A common stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests. We may also issue other classes or series of preferred stock that could also have the same effect.
We depend on our OP and its subsidiaries for cash flow and are structurally subordinated in right of payment to the obligations of our OP and its subsidiaries.
We conduct, and intend to continue conducting, all of our business operations through our OP, and, accordingly, we rely on distributions from our OP and its subsidiaries to provide cash to pay our other obligations. There is no assurance that our OP or its subsidiaries will be able to, or be permitted to, pay distributions to us that will enable us to pay dividends to our stockholders and meet our obligations. Each of our OP’s subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from these entities. In addition, any claims we may have will be structurally subordinated to all existing and future liabilities and obligations of our OP and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our OP and its subsidiaries will be available to satisfy the claims of our creditors or to pay dividends to our stockholders only after all the liabilities and obligations of our OP and its subsidiaries have been paid in full.
24

We indemnify our officers, directors, the Advisor and its affiliates against claims or liability they may become subject to due to their service to us, and our rights and the rights of our stockholders to recover claims against our officers, directors, the Advisor and its affiliates are limited.
Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in the corporation’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, subject to certain limitations set forth therein or under Maryland law, our charter provides that no director or officer will be liable to us or our stockholders for monetary damages and permits us to indemnify our directors and officers from liability and advance certain expenses to them in connection with claims or liability they may become subject to due to their service to us, and we are not restricted from indemnifying our Advisor or its affiliates on a similar basis. We have entered into indemnification agreements consistent with Maryland law and our charter with our directors and officers, certain former directors and officers, our Advisor and AR Global. We and our stockholders may have more limited rights against our directors, officers, employees and agents, and our Advisor and its affiliates, than might otherwise exist under common law, which could reduce the recovery of our stockholders and our recovery against them. In addition, we may be obligated to fund the defense costs incurred by our directors, officers, employees and agents or our Advisor and its affiliates in some cases. Subject to conditions and exceptions, we also indemnify our Advisor and its affiliates from losses arising in the performance of their duties under the advisory agreement and have agreed to advance certain expenses to them in connection with claims or liability they may become subject to due to their service to us.
U.S. Federal Income Tax Risks
Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax.
We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2013 and intend to operate in a manner that would allow us to continue to qualify as a REIT for U.S. federal income tax purposes. However, we may terminate our REIT qualification inadvertently, or if our board of directors determines doing so is in our best interests. Our qualification as a REIT depends upon our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. We have structured, and intend to continue structuring, our activities in a manner designed to satisfy all the requirements to qualify as a REIT. However, the REIT qualification requirements are extremely complex and interpretation of the U.S. federal income tax laws governing qualification as a REIT is limited. Furthermore, any opinion of our counsel, including tax counsel, as to our eligibility to remain qualified as a REIT is not binding on the Internal Revenue Service (the “IRS”) and is not a guarantee that we will continue to qualify as a REIT. Accordingly, we cannot be certain that we will be successful in operating so we can remain qualified as a REIT. Our ability to satisfy the asset tests depends on our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income or quarterly asset requirements also depends on our ability to successfully manage the composition of our income and assets on an ongoing basis. Accordingly, if certain of our operations were to be recharacterized by the IRS, such recharacterization would jeopardize our ability to satisfy all requirements for qualification as a REIT. Furthermore, future legislative, judicial or administrative changes to the U.S. federal income tax laws could be applied retroactively, which could result in our disqualification as a REIT.
If we fail to continue to qualify as a REIT for any taxable year, and we do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax on our taxable income at the corporate rate. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT qualification. Losing our REIT qualification would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In addition, amounts paid to stockholders that are treated as dividends for U.S. federal income tax purposes would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
Even as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash available for distribution to our stockholders.
Even as a REIT, we may be subject to U.S. federal, state and local income taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT and that do not meet a safe harbor available under the Code (a “prohibited transaction” under the Code) will be subject to a 100% tax. We may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect), we would be subject to tax on the income that does not meet the income test requirements. We also may decide to retain net capital gains we earn from the sale or other disposition of our property and pay U.S. federal income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal
25

income tax returns and seek a refund of such tax. We also will be subject to corporate tax on any undistributed REIT taxable income. We also may be subject to state and local taxes on our income or property, including franchise, payroll and transfer taxes, either directly or at the level of the OP or at the level of the other companies through which we indirectly own our assets, such as any taxable REIT subsidiaries (“TRSs”), which are subject to full U.S. federal, state, local and foreign corporate-level income tax. Any taxes we pay directly or indirectly will reduce our cash flow.
To qualify as a REIT, we must meet annual distribution requirements, which may force us to forgo otherwise attractive opportunities or borrow funds during unfavorable market conditions. This could delay or hinder our ability to meet our investment objectives and reduce our stockholders’ overall return.
In order to qualify as a REIT, we must distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. We will be subject to U.S. federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we make with respect to any calendar year are less than the sum of (a) 85% of our ordinary income, (b) 95% of our capital gain net income and (c) 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on investments in real estate assets and it is possible that we might be required to borrow funds, possibly at unfavorable rates, or sell assets to fund these distributions. Although we intend to make distributions sufficient to meet the annual distribution requirements and to avoid U.S. federal income and excise taxes on our earnings while we qualify as a REIT, it is possible that we might not always be able to do so.
Recharacterization of sale-leaseback transactions may cause us to lose our REIT status.
We will use commercially reasonable efforts to structure any sale-leaseback transaction we enter into so that the lease will be characterized as a “true lease” for U.S. federal income tax purposes, thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, the IRS may challenge this characterization. In the event that any sale-leaseback transaction is challenged and recharacterized as a financing transaction or loan for U.S. federal income tax purposes, deductions for depreciation and cost recovery relating to the property would be disallowed. If a sale-leaseback transaction were so recharacterized, we might fail to continue to satisfy the REIT qualification “asset tests” or “income tests” and, consequently, lose our REIT status effective with the year of recharacterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year.
Certain of our business activities are potentially subject to the prohibited transaction tax.
For so long as we qualify as a REIT, our ability to dispose of property during the first few years following acquisition may be restricted to a substantial extent as a result of our REIT qualification. Under applicable provisions of the Code regarding prohibited transactions by REITs, while we qualify as a REIT and provided we do not meet a safe harbor available under the Code, we will be subject to a 100% penalty tax on the net income from the sale or other disposition of any property (other than foreclosure property) that we own, directly or indirectly through any subsidiary entity, including the OP, but generally excluding TRSs, that is deemed to be inventory or property held primarily for sale to customers in the ordinary course of a trade or business. Whether property is inventory or otherwise held primarily for sale to customers in the ordinary course of a trade or business depends on the particular facts and circumstances surrounding each property. We intend to avoid the 100% prohibited transaction tax by (1) conducting activities that may otherwise be considered prohibited transactions through a TRS (but such TRS will incur corporate rate income taxes with respect to any income or gain recognized by it), (2) conducting our operations in such a manner so that no sale or other disposition of an asset we own, directly or indirectly through any subsidiary, will be treated as a prohibited transaction or (3) structuring certain dispositions of our properties to comply with the requirements of the prohibited transaction safe harbor available under the Code for properties that, among other requirements, have been held for at least two years. Despite our present intention, no assurance can be given that any particular property we own, directly or through any subsidiary entity, including the OP, but generally excluding TRSs, will not be treated as inventory or property held primarily for sale to customers in the ordinary course of a trade or business.
TRSs are subject to corporate-level taxes and our dealings with TRSs may be subject to a 100% excise tax.
A REIT may own up to 100% of the stock of one or more TRSs. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 20% (25% for our taxable years beginning prior to January 1, 2018) of the gross value of a REIT’s assets may consist of stock or securities of one or more TRSs. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT, including gross income from operations pursuant to management contracts. Accordingly, we may use one or more TRSs generally to hold properties for sale in the ordinary course of a trade or business or to hold assets or conduct activities that we cannot conduct directly as a REIT. A TRS will be subject to applicable U.S. federal, state, local and foreign income tax on its taxable income. However, our TRSs may be subject to limitations on the deductibility of its
26

interest expense. In addition, the Code imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
If the OP failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT.
If the IRS were to successfully challenge the status of the OP as a partnership or disregarded entity for U.S. federal income tax purposes, the OP would be taxable as a corporation. In such event, this would reduce the amount of distributions that the OP could make to us. This also would result in our failing to qualify as a REIT, and becoming subject to a corporate level tax on our income. This substantially would reduce our cash available to pay dividends and other distributions to our stockholders. In addition, if any of the partnerships or limited liability companies through which the OP owns its properties, in whole or in part, loses its characterization as a partnership and is otherwise not disregarded for U.S. federal income tax purposes, the partnership or limited liability company would be subject to taxation as a corporation, thereby reducing distributions to the OP. Such a recharacterization of an underlying property owner could also threaten our ability to maintain our REIT qualification.
We may choose to make distributions in shares of our Class A Common Stock, in which case our stockholders may be required to pay U.S. federal income taxes in excess of the cash portion of distributions they receive.
In connection with our qualification as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make distributions with respect to our Class A Common Stock that are payable in cash and/or shares of our common stock (which could account for up to 80% of the aggregate amount of such distributions) at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay U.S. federal income taxes with respect to such distributions in excess of the cash portion of the distribution received.
Accordingly, U.S. stockholders receiving a distribution of shares of our Class A Common Stock may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the shares that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of the shares at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine to sell shares of our Class A Common Stock in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our common stock.
The taxation of distributions can be complex; however, distributions to stockholders that are treated as dividends for U.S. federal income tax purposes generally will be taxable as ordinary income, which may reduce our stockholders’ after-tax anticipated return from an investment in us.
Amounts that we pay to our taxable stockholders out of current and accumulated earnings and profits (and not designated as capital gain dividends or qualified dividend income) generally will be treated as dividends for U.S. federal income tax purposes and will be taxable as ordinary income. Noncorporate stockholders are entitled to a 20% deduction with respect to these ordinary REIT dividends which would, if allowed in full, result in a maximum effective federal income tax rate on these ordinary REIT dividends of 29.6% (or 33.4% including the 3.8% surtax on net investment income); however, the 20% deduction will end after December 31, 2025.
However, a portion of the amounts that we pay to our stockholders generally may (1) be designated by us as capital gain dividends taxable as long-term capital gain to the extent that they are attributable to net capital gain recognized by us, (2) be designated by us as qualified dividend income, taxable at capital gains rates, to the extent they are attributable to dividends we receive from our TRSs, or (3) constitute a return of capital to the extent that they exceed our accumulated earnings and profits as determined for U.S. federal income tax purposes. A return of capital is not taxable, but has the effect of reducing the tax basis of a stockholder’s investment in shares of our stock. Amounts paid to our stockholders that exceed our current and accumulated earnings and profits and a stockholder’s tax basis in shares of our stock generally will be taxable as capital gain.
Our stockholders may have tax liability on distributions that they elect to reinvest in shares of our common stock, but they would not receive the cash from such distributions to pay such tax liability.
Stockholders who participate in the DRIP will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the distributions reinvested in shares of our common stock to the extent the distributions were not a tax-free return of capital. In addition, our stockholders will be treated for tax purposes as having received an additional
27

distribution to the extent the shares are purchased at a discount to fair market value. As a result, unless a stockholder is a tax-exempt entity, it may have to use funds from other sources to pay its tax liability on the distributions reinvested in shares of our common stock pursuant to the DRIP.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.
Currently, the maximum tax rate applicable to qualified dividend income payable to U.S. stockholders that are individuals, trusts and estates is 23.8%, including the 3.8% surtax on net investment income. Dividends payable by REITs, however, generally are not eligible for this reduced rate and, as described above, through December 31, 2025, will be subject to an effective rate of 33.4%, including the 3.8% surtax on net investment income. Although this does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including shares of our stock. Tax rates could be changed in future legislation.
Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code may limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets or in certain cases to hedge previously acquired hedges entered into to manage risks associated with property that has been disposed of or liabilities that have been extinguished, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future taxable income of the TRS.
Complying with REIT requirements may force us to forgo or liquidate otherwise attractive investment opportunities.
To maintain our qualification as a REIT, we must ensure that we meet the REIT gross income tests annually and that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-related securities. The remainder of our investment in securities (other than securities that qualify for the 75% asset test and securities of qualified REIT subsidiaries and TRSs) generally cannot exceed 10% of the outstanding voting securities of any one issuer, 10% of the total value of the outstanding securities of any one issuer or 5% of the value of our assets as to any one issuer. In addition, no more than 20% of the value of our total assets may consist of stock or securities of one or more TRSs and no more than 25% of our assets may consist of publicly offered REIT debt instruments that do not otherwise qualify under the 75% asset test. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate assets from our portfolio or not make otherwise attractive investments in order to maintain our qualification as a REIT.
The ability of our board of directors to revoke our REIT qualification without stockholder approval may subject us to U.S. federal income tax and reduce distributions to our stockholders.
Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interests to continue to qualify as a REIT. While we intend to maintain our qualification as a REIT, we may terminate our REIT election if we determine that qualifying as a REIT is no longer in our best interests. If we cease to be a REIT, we would become subject to corporate-level U.S. federal income tax on our taxable income (as well as any applicable state and local corporate tax) and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders and on the market price of shares of our stock.
We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the market price of shares of our stock.
Changes to the tax laws may occur, and any such changes could have an adverse effect on an investment in shares of our stock or on the market value or the resale potential of our assets. Our stockholders are urged to consult with an independent tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our stock.
Although REITs generally receive better tax treatment than entities taxed as non-REIT “C corporations,” it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a non-REIT “C
28

corporation.” As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a non-REIT “C corporation,” without the vote of our stockholders. Our board of directors has duties to us and could only cause such changes in our tax treatment if it determines that such changes are in our best interests.
The share ownership restrictions for REITs and the 9.8% share ownership limit in our charter may inhibit market activity in shares of our stock and restrict our business combination opportunities.
In order to qualify as a REIT, five or fewer individuals, as defined in the Code, may not own, actually or constructively, more than 50% in value of the issued and outstanding shares of our stock at any time during the last half of each taxable year, other than the first year for which a REIT election is made. Attribution rules in the Code determine if any individual or entity actually or constructively owns shares of our stock under this requirement. Additionally, at least 100 persons must beneficially own shares of our stock during at least 335 days of a taxable year for each taxable year, other than the first year for which a REIT election is made. To help ensure that we meet these tests, among other purposes, our charter restricts the acquisition and ownership of shares of our stock.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT while we so qualify. Unless exempted by our board of directors, for so long as we qualify as a REIT, our charter prohibits, among other limitations on ownership and transfer of shares of our stock, any person from beneficially or constructively owning (applying certain attribution rules under the Code) more than 9.8% in value of the aggregate outstanding shares of our stock and more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of the outstanding shares of our stock. Our board of directors may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of the 9.8% ownership limit would result in the termination of our qualification as a REIT. These restrictions on transferability and ownership will not apply, however, if our board of directors determines that it is no longer in our best interests to continue to qualify as a REIT or that compliance with the restrictions is no longer required in order for us to continue to so qualify as a REIT.
These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for shares of our stock or otherwise be in the best interests of the stockholders.
Non-U.S. stockholders will be subject to U.S. federal withholding tax and may be subject to U.S. federal income tax on distributions received from us and upon the disposition of our shares.
Subject to certain exceptions, amounts paid to non-U.S. stockholders will be treated as dividends for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. Such dividends ordinarily will be subject to U.S. withholding tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty, unless the dividends are treated as “effectively connected” with the conduct by the non-U.S. stockholder of a U.S. trade or business. Capital gain distributions attributable to sales or exchanges of “U.S. real property interests” (“USRPIs”), generally will be taxed to a non-U.S. stockholder (other than a “qualified foreign pension fund,” certain entities wholly owned by a “qualified foreign pension fund,” and certain foreign publicly-traded entities) as if such gain were effectively connected with a U.S. trade or business. However, a capital gain distribution will not be treated as effectively connected income if (a) the distribution is received with respect to a class of stock that is regularly traded on an established securities market located in the U.S. and (b) the non-U.S. stockholder does not own more than 10% of any class of our stock at any time during the one-year period ending on the date the distribution is received.
Gain recognized by a non-U.S. stockholder upon the sale or exchange of shares of our stock generally will not be subject to U.S. federal income taxation unless such stock constitutes a USRPI. Shares of our stock will not constitute a USRPI so long as we are a “domestically-controlled qualified investment entity.” A domestically-controlled qualified investment entity includes a REIT if at all times during a specified testing period, less than 50% in value of such REIT’s stock is held directly or indirectly by non-U.S. stockholders. We believe, but there can be no assurance, that we will be a domestically-controlled qualified investment entity.
Even if we do not qualify as a domestically-controlled qualified investment entity at the time a non-U.S. stockholder sells or exchanges shares of our stock, gain arising from such a sale or exchange would not be subject to U.S. taxation as a sale of a USRPI if: (a) the shares are of a class of our stock that is “regularly traded,” as defined by applicable Treasury regulations, on an established securities market, and (b) such non-U.S. stockholder owned, actually and constructively, 10% or less of the outstanding shares of our stock of that class at any time during the five-year period ending on the date of the sale.
Potential characterization of dividends and other distributions or gain on sale may be treated as unrelated business taxable income to tax-exempt investors.
If (a) we are a “pension-held REIT,” (b) a tax-exempt stockholder has incurred (or is deemed to have incurred) debt to purchase or hold shares of our stock, or (c) a holder of shares of our stock is a certain type of tax-exempt stockholder, dividends on, and gains recognized on the sale of, shares of our stock by such tax-exempt stockholder may be subject to U.S. federal income tax as unrelated business taxable income under the Code.
29

Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The following table represents certain additional information about the properties we owned at December 31, 2020:
Portfolio Acquisition Date Number of
Properties
Rentable Square Feet
Remaining Lease
Term [1]
Percentage Leased
(In thousands)
Dollar General I Apr 2013; May 2013 2 18 7.3 100.0%
Walgreens I Jul 2013 1 11 16.8 100.0%
Dollar General II Jul 2013 2 18 7.4 100.0%
AutoZone I Jul 2013 1 8 6.6 100.0%
Dollar General III Jul 2013 5 46 7.4 100.0%
BSFS I Jul 2013 1 9 3.1 100.0%
Dollar General IV Jul 2013 2 18 5.2 100.0%
Tractor Supply I Aug 2013 1 19 6.9 100.0%
Dollar General V Aug 2013 1 12 7.1 100.0%
Mattress Firm I Aug 2013; Nov 2013; Feb 2014; Mar 2014; Apr 2014 5 24 6.0 100.0%
Family Dollar I Aug 2013 1 8 0.5 100.0%
Lowe's I Aug 2013 5 671 8.5 100.0%
O'Reilly Auto Parts I Aug 2013 1 11 9.5 100.0%
Food Lion I Aug 2013 1 45 8.8 100.0%
Family Dollar II Aug 2013 1 8 2.5 100.0%
Walgreens II Aug 2013 1 14 12.3 100.0%
Dollar General VI Aug 2013 1 9 5.2 100.0%
Dollar General VII Aug 2013 1 9 7.3 100.0%
Family Dollar III Aug 2013 1 8 1.7 100.0%
Chili's I Aug 2013 2 13 4.9 100.0%
CVS I Aug 2013 1 10 5.1 100.0%
Joe's Crab Shack I Aug 2013 1 8 6.2 100.0%
Dollar General VIII Sep 2013 1 9 7.6 100.0%
Tire Kingdom I Sep 2013 1 7 4.2 100.0%
AutoZone II Sep 2013 1 7 2.4 100.0%
Family Dollar IV Sep 2013 1 8 2.5 100.0%
Fresenius I Sep 2013 1 6 4.5 100.0%
Dollar General IX Sep 2013 1 9 4.3 100.0%
Advance Auto I Sep 2013 1 11 2.5 100.0%
Walgreens III Sep 2013 1 15 5.2 100.0%
Walgreens IV Sep 2013 1 14 3.8 100.0%
CVS II Sep 2013 1 16 16.1 100.0%
Arby's I Sep 2013 1 3 7.5 100.0%
Dollar General X Sep 2013 1 9 7.3 100.0%
AmeriCold I Sep 2013 9 1,407 6.7 100.0%
Home Depot I Sep 2013 2 1,315 6.1 100.0%
New Breed Logistics I Sep 2013 1 390 5.3 100.0%
Truist Bank I Sep 2013 19 96 7.4 100.0%
National Tire & Battery I Sep 2013 1 11 2.9 100.0%
Circle K I Sep 2013 19 55 7.8 100.0%
Walgreens V Sep 2013 1 14 6.7 100.0%
Walgreens VI Sep 2013 1 15 8.3 100.0%
FedEx Ground I Sep 2013 1 22 2.4 100.0%
Walgreens VII Sep 2013 8 113 8.5 100.0%
O'Charley's I (5)
Sep 2013 20 135 10.8 100.0%
Krystal I Sep 2013 6 13 8.7 83.6%
1st Constitution Bancorp I Sep 2013 1 3 3.1 100.0%
American Tire Distributors I Sep 2013 1 125 3.1 100.0%
Tractor Supply II Oct 2013 1 23 2.7 100.0%
30

Table of Contents
Portfolio Acquisition Date Number of
Properties
Rentable Square Feet
Remaining Lease
Term [1]
Percentage Leased
(In thousands)
United Healthcare I Oct 2013 1 400 0.5 100.0%
National Tire & Battery II Oct 2013 1 7 11.4 100.0%
Tractor Supply III Oct 2013 1 19 7.3 100.0%
Verizon Wireless Oct 2013 1 4 8.8 100.0%
Dollar General XI Oct 2013 1 9 6.3 100.0%
Talecris Plasma Resources I Oct 2013 1 22 2.2 100.0%
Amazon I Oct 2013 1 79 2.6 100.0%
Fresenius II Oct 2013 2 16 6.6 100.0%
Dollar General XII Nov 2013; Jan 2014 2 18 8.0 100.0%
Dollar General XIII Nov 2013 1 9 5.2 100.0%
Advance Auto II Nov 2013 2 14 2.4 100.0%
FedEx Ground II Nov 2013 1 49 2.6 100.0%
Burger King I Nov 2013 41 169 16.8 100.0%
Dollar General XIV Nov 2013 3 27 7.4 100.0%
Dollar General XV Nov 2013 1 9 7.8 100.0%
FedEx Ground III Nov 2013 1 24 2.7 100.0%
Dollar General XVI Nov 2013 1 9 4.9 100.0%
Family Dollar V Nov 2013 1 8 2.2 100.0%
CVS III Dec 2013 1 11 3.1 100.0%
Mattress Firm III Dec 2013 1 5 7.5 100.0%
Arby's II Dec 2013 1 4 7.3 100.0%
Family Dollar VI Dec 2013 2 17 3.1 100.0%
SAAB Sensis I Dec 2013 1 91 4.2 100.0%
Citizens Bank I Dec 2013 9 31 3.0 100.0%
Truist Bank II Jan 2014 15 79 8.1 100.0%
Mattress Firm IV Jan 2014 1 5 3.7 100.0%
FedEx Ground IV Jan 2014 1 59 2.5 100.0%
Mattress Firm V Jan 2014 1 6 2.8 100.0%
Family Dollar VII Feb 2014 1 8 3.5 100.0%
Aaron's I Feb 2014 1 8 2.7 100.0%
AutoZone III Feb 2014 1 7 2.2 100.0%
C&S Wholesale Grocer I Feb 2014 1 360 1.5 100.0%
Advance Auto III Feb 2014 1 6 3.7 100.0%
Family Dollar VIII Mar 2014 3 25 2.6 100.0%
Dollar General XVII Mar 2014; May 2014 3 27 7.3 100.0%
Truist Bank III [2]
Mar 2014 70 347 9.0 98.7%
Truist Bank IV Mar 2014 6 33 9.0 100.0%
First Horizon Bank Mar 2014 8 40 8.3 100.0%
Draper Aden Associates Mar 2014 1 78 10.0 100.0%
Church of Jesus Christ Mar 2014 1 3 2.7 100.0%
Dollar General XVIII Mar 2014 1 9 7.3 100.0%
Sanofi US I Mar 2014 1 737 12.0 100.0%
Family Dollar IX Apr 2014 1 8 3.2 100.0%
Stop & Shop I May 2014 7 492 6.0 100.0%
Bi-Lo I May 2014 1 56 5.0 100.0%
Dollar General XIX May 2014 1 12 7.7 100.0%
Dollar General XX May 2014 5 49 6.3 100.0%
Dollar General XXI May 2014 1 9 7.7 100.0%
Dollar General XXII May 2014 1 11 6.3 100.0%
FedEx Ground V Feb 2016 1 46 4.6 100.0%
FedEx Ground VI Feb 2016 1 121 4.7 100.0%
FedEx Ground VII Feb 2016 1 42 4.8 100.0%
FedEx Ground VIII Feb 2016 1 79 4.8 100.0%
Liberty Crossing (3)
Feb 2017 1 106 3.8 84.3%
San Pedro Crossing (3)
Feb 2017 1 207 4.2 87.8%
Tiffany Springs MarketCenter (3)
Feb 2017 1 265 4.9 85.8%
31

Table of Contents
Portfolio Acquisition Date Number of
Properties
Rentable Square Feet
Remaining Lease
Term [1]
Percentage Leased
(In thousands)
The Streets of West Chester (3)
Feb 2017 1 237 9.8 87.0%
Prairie Towne Center (3)
Feb 2017 1 264 4.8 80.4%
Southway Shopping Center(3)
Feb 2017 1 182 4.5 88.6%
Stirling Slidell Centre (3) (4)
Feb 2017 1 140 0.7 45.8%
Northwoods Marketplace (3)
Feb 2017 1 236 4.2 96.8%
Centennial Plaza (3)
Feb 2017 1 234 3.0 78.1%
Northlake Commons (3)
Feb 2017 1 109 3.2 85.5%
Shops at Shelby Crossing (3)
Feb 2017 1 236 3.0 86.9%
Shoppes of West Melbourne (3)
Feb 2017 1 144 3.0 95.4%
The Centrum (3)
Feb 2017 1 271 4.5 38.6%
Shoppes at Wyomissing (3)
Feb 2017 1 103 3.2 64.0%
Southroads Shopping Center (3)
Feb 2017 1 409 4.6 78.5%
Parkside Shopping Center (3)
Feb 2017 1 183 3.6 84.4%
Colonial Landing (3)
Feb 2017 1 264 5.4 93.6%
The Shops at West End (3) (6)
Feb 2017 1 382 6.7 71.7%
Township Marketplace (3)
Feb 2017 1 299 3.5 85.6%
Cross Pointe Centre (3)
Feb 2017 1 226 8.8 100.0%
Towne Centre Plaza (3)
Feb 2017 1 94 2.3 100.0%
Village at Quail Springs (3)
Feb 2017 1 100 6.4 100.0%
Pine Ridge Plaza (3)
Feb 2017 1 239 3.1 95.8%
Bison Hollow (3)
Feb 2017 1 135 3.9 100.0%
Jefferson Commons (3)
Feb 2017 1 206 6.3 97.9%
Northpark Center (3)
Feb 2017 1 318 5.2 95.6%
Anderson Station (3)
Feb 2017 1 244 3.6 95.4%
Patton Creek (3)
Feb 2017 1 491 3.6 82.4%
North Lakeland Plaza (3)
Feb 2017 1 171 4.4 98.0%
Riverbend Marketplace (3)
Feb 2017 1 143 3.9 85.0%
Montecito Crossing (3)
Feb 2017 1 180 4.0 72.3%
Best on the Boulevard (3)
Feb 2017 1 205 2.9 86.1%
Shops at RiverGate South (3)
Feb 2017 1 141 5.2 93.2%
Dollar General XXIII Mar 2017; May 2017; Jun 2017 8 71 8.6 100.0%
Jo-Ann Fabrics I Apr 2017 1 18 4.1 100.0%
Bob Evans I Apr 2017 23 117 16.3 95.2%
FedEx Ground IX May 2017 1 54 5.4 100.0%
Chili's II May 2017 1 6 6.8 100.0%
Sonic Drive In I Jun 2017 2 3 11.5 100.0%
Bridgestone HOSEPower I Jun 2017 2 41 8.6 100.0%
Bridgestone HOSEPower II Jul 2017 1 25 8.8 100.0%
FedEx Ground X Jul 2017 1 142 6.5 100.0%
Chili's III Aug 2017 1 6 6.8 100.0%
FedEx Ground XI Sep 2017 1 29 6.5 100.0%
Hardee's I (4)
Sep 2017 4 13 —%
Tractor Supply IV Oct 2017 2 51 5.9 100.0%
Circle K II Nov 2017 6 20 16.5 100.0%
Sonic Drive In II Nov 2017 20 31 16.9 100.0%
Bridgestone HOSEPower III Dec 2017 1 21 9.5 100.0%
Sonny's BBQ I Jan 2018 3 19 13.1 100.0%
Mountain Express I Jan 2018 9 30 17.0 100.0%
Kum & Go I Feb 2018 1 5 7.4 100.0%
DaVita I Feb 2018 2 13 5.2 100.0%
White Oak I (7)
Mar 2018 9 22 19.8 100.0%
Mountain Express II Jun 2018 15 59 17.3 100.0%
Dialysis I Jul 2018 7 65 7.4 100.0%
Children of America I Aug 2018 2 33 12.7 79.7%
Burger King II Aug 2018 1 3 12.7 100.0%
32

Table of Contents
Portfolio Acquisition Date Number of
Properties
Rentable Square Feet
Remaining Lease
Term [1]
Percentage Leased
(In thousands)
White Oak II (7)
Aug 2018 9 18 19.8 100.0%
Bob Evans II Aug 2018 22 112 16.3 100.0%
Mountain Express III Sep 2018 14 47 17.6 100.0%
Taco John's Sep 2018 7 15 12.8 100.0%
White Oak III Oct 2018 1 4 20.0 100.0%
DaVita II Oct 2018 1 10 6.7 100.0%
Pizza Hut I Oct 2018 9 23 12.8 100%
Little Caesars I Dec 2018 11 19 18 100%
Caliber Collision I Dec 2018 3 48 11.3 100%
Tractor Supply V Dec 2018; Mar 2019 5 97 10.7 100%
Fresenius III Jan 2019 6 44 6.4 100%
Pizza Hut II Jan 2019 31 90 18.1 100%
Mountain Express IV Feb 2019 8 28 18.1 100%
Mountain Express V Feb 2019; Mar 2019; Apr 2019 18 96 18.2 100%
Fresenius IV Mar 2019 1 9 10.9 100%
Mountain Express VI Jun 2019 1 3 18.1 100%
IMTAA May 2019; Jan 2020 12 40 18.5 100%
Pizza Hut III May 2019; Jun 2019 13 47 18.4 100%
Fresenius V Jun 2019 2 19 11.4 100%
Fresenius VI Jun 2019 1 10 6 100%
Fresenius VII Jun 2019 3 59 9.7 50.1%
Caliber Collision II Aug 2019 1 19 8.3 100%
Dollar General XXV Sep 2019 5 44 10 100%
Dollar General XXIV Sep 2019; Oct 2019 9 82 13.6 100%
Mister Carwash I Sep 2019 3 13 18.8 100%
Checkers I Sep 2019 1 1 18.7 100%
DaVita III Sep 2019; Mar 2020 2 20 8.6 100%
Dialysis II Sep 2019 50 426 7.9 100%
Mister Carwash II Nov 2019 2 8 18.9 100%
Advance Auto IV Dec 2019; Jan 2020 14 96 8.5 100%
Advance Auto V Dec 2019 11 73 8 100%
Dollar General XXVI Dec 2019 12 114 11.4 100%
Pizza Hut IV Dec 2019; Mar 2020 16 50 19 100%
American Car Center I Mar 2020 16 178 19.3 100.0%
BJ's Wholesale Club Mar 2020 1 110 9.8 100%
Mammoth Car Wash Mar 2020 9 56 19.3 100.0%
Mammoth Car Wash Apr 2020 1 18 19.3 100.0%
Mammoth Car Wash Apr 2020 1 4 19.3 100.0%
DaVita IV Apr 2020 1 10 10.5 100.0%
GPM (4)
Jul. 2020 32 113 15.4 100.0%
IMTAA II Aug 2020; Dec 2020 10 54 14.7 100.0%
Fresnius IX Nov 2020 6 46 10.2 100.0%
Kalma Kaur Dec 2020 10 37 20.0 100.0%
Dialysis III Dec 2020 15 128 4.7 100.0%
920 19,255 8.8 93.9%
__________
[1]Remaining lease term in years as of December 31, 2020. If the portfolio has multiple properties with varying lease expirations, remaining lease term is calculated as a weighted-average based on annualized rental income on a straight-line basis.
[2]Includes one property leased to Truist Bank which was unoccupied as of December 31, 2020 and was being marketed for sale. Please see Note 3 — Real Estate Investments to our consolidated financial statements included in this Annual Report on Form 10-K for further details.
[3]Multi-tenant properties. All other properties are single-tenant.
[4] Impaired during the year ended December 31, 2020 which consist of one GPM property and two Hardees properties. Please see Note 3 — Real Estate Investments to our consolidated financial statements in this Annual Report on Form 10-K for further details.
[5] Includes two properties which were exchanged during the quarter ended September 30, 2020. Please see Note 3 — Real Estate Investments to our
33

Table of Contents
consolidated financial statements included in this Annual Report on Form 10-K for further details.
[6] During the quarter ended September 30, 2020 a tenant in this property modified their lease to a period of percent rent based on the tenants revenue.
[7] The leases for these properties were terminated during the quarter ended September 30, 2020 by a tenant that was not paying rent and, subsequent to September 30, 2020 new leases were entered into with another tenant. We received a judgment for $1.3 million of the past due rent from the prior tenant, of which $0.8 million had been paid as of December 31, 2020.

The following table details the geographic distribution, by state, of our properties owned as of December 31, 2020:
State Number of
Properties
Annualized Rental Income on a Straight-Line Basis [1]
Annualized Rental Income on a Straight-Line Basis % Square Feet Square Feet %
(In thousands) (In thousands)
Alabama 44 $ 14,839  5.3  % 1,398  7.2  %
Alaska 1 409  0.1  % 0.1  %
Arizona 1 352  0.1  % 22  0.1  %
Arkansas 16 2,387  0.9  % 88  0.5  %
California 1 228  0.1  % 0.1  %
Colorado 6 776  0.3  % 52  0.3  %
Connecticut 2 1,640  0.6  % 84  0.4  %
Delaware 1 176  0.1  % 0.1  %
District of Columbia 1 236  0.1  % 0.1  %
Florida 60 19,545  7.0  % 1,199  6.1  %
Georgia 104 28,642  10.2  % 1,950  10.0  %
Idaho 3 331  0.1  % 14  0.1  %
Illinois 52 10,476  3.7  % 749  3.8  %
Indiana 17 2,169  0.8  % 92  0.5  %
Iowa 25 2,662  0.9  % 166  0.9  %
Kansas 10 2,994  1.1  % 264  1.4  %
Kentucky 27 10,498  3.7  % 663  3.4  %
Louisiana 32 6,524  2.3  % 344  1.8  %
Maine 1 202  0.1  % 12  0.1  %
Maryland 6 1,069  0.4  % 29  0.2  %
Massachusetts 6 6,069  2.2  % 591  3.1  %
Michigan 67 8,870  3.2  % 494  2.6  %
Minnesota 9 10,662  3.8  % 761  3.9  %
Mississippi 37 5,815  2.1  % 252  1.3  %
Missouri 10 5,707  2.0  % 486  2.5  %
Montana 13 1,243  0.4  % 45  0.2  %
Nebraska 3 495  0.2  % 12  0.1  %
Nevada 4 6,268  2.2  % 408  2.1  %
New Hampshire 1 127  —  % 0.1  %
New Jersey 4 18,655  6.7  % 817  4.2  %
New Mexico 3 629  0.2  % 47  0.2  %
New York 10 2,351  0.8  % 171  0.9  %
North Carolina 48 17,340  6.2  % 1,514  7.9  %
North Dakota 3 1,222  0.4  % 170  0.9  %
Ohio 73 17,574  6.3  % 1,017  5.3  %
Oklahoma 17 9,621  3.4  % 834  4.3  %
Pennsylvania 25 9,042  3.2  % 540  2.8  %
Rhode Island 2 2,419  0.9  % 149  0.8  %
South Carolina 39 16,480  5.9  % 1,602  8.3  %
South Dakota 2 339  0.1  % 47  0.2  %
Tennessee 35 4,442  1.6  % 316  1.6  %
Texas 35 13,448  4.8  % 839  4.4  %
Utah 4 1,087  0.4  % 41  0.3  %
Virginia 25 3,859  1.4  % 212  1.1  %
West Virginia 16 1,876  0.7  % 99  0.5  %
Wisconsin 9 7,137  2.5  % 566  2.9  %
Wyoming 10 1,318  0.5  % 66  0.3  %
Total 920 280,250  100  % 19,255  100  %
34

Table of Contents
__________
[1]Annualized rental income on a straight-line basis is calculated using the most recent available lease terms as of December 31, 2020, which includes tenant concessions such as free rent, as applicable. Annualized rental income does not include either (i) future increases in base rent due to lease provisions with rent adjustments based on the consumer price index or (ii) cost reimbursements received from tenants pursuant to their leases.
Future Minimum Lease Payments
The following table presents future minimum base rent payments, on a cash basis, due to us over the next ten years and thereafter for the properties we owned as of December 31, 2020. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.
(In thousands) Future Minimum
Base Rent Payments
2021 $ 268,535 
2022 259,400 
2023 246,195 
2024 228,959 
2025 210,543 
2026 194,290 
2027 169,543 
2028 142,673 
2029 133,305 
2030 108,614 
Thereafter 558,813 
  $ 2,520,870 
Future Lease Expiration Table
The following is a summary of lease expirations for the next ten years at the properties we owned as of December 31, 2020:
Year of Expiration Number of
Leases
Expiring
Annualized Rental Income on a
Straight-Line Basis [1]
Annualized Rental Income on a
Straight-Line Basis %
Square Feet Square Feet %
(In thousands) (In thousands)
2021 105  $ 14,252  5.1  % 1,228  6.8  %
2022 84  10,551  3.8  % 1,031  5.7  %
2023 110  16,718  6.0  % 1,193  6.6  %
2024 107  18,131  6.5  % 1,403  7.8  %
2025 124  22,720  8.1  % 1,719  9.5  %
2026 65  20,041  7.2  % 1,359  7.5  %
2027 98  34,769  12.4  % 3,648  20.2  %
2028 79  11,268  4.0  % 849  4.7  %
2029 134  23,142  8.3  % 1,308  7.2  %
2030 49  11,497  4.0  % 865  4.8  %
955  $ 183,089  65.4  % 14,603  80.8  %
__________
[1]Annualized rental income on a straight-line basis is calculated using the most recent available lease terms as of December 31, 2020, which includes tenant concessions such as free rent, as applicable. Annualized rental income does not include either (i) future increases in base rent due to lease provisions with rent adjustments based on the consumer price index or (ii) cost reimbursements received from tenants pursuant to their leases.
35

Table of Contents
Tenant Concentration
There were no tenants whose rentable square footage or annualized rental income on a straight-line basis represented greater than 10.0% of total portfolio rentable square footage or annualized rental income on a straight-line basis as of December 31, 2020.
Significant Portfolio Properties
The annualized rental income on a straight-line basis of the following property represents 5.0% or more of our total portfolio’s annualized rental income on a straight-line basis as of December 31, 2020. No single property had rentable square footage that exceeded 5.0% or more of our total portfolio’s rentable square feet.
Sanofi US - Bridgewater, NJ is a freestanding, single-tenant office facility, comprised of 736,572 total rentable square feet and is 100.0% leased to Aventis, Inc., a member of the Sanofi-Aventis Group. As of December 31, 2020, the tenant has 12.0 years remaining on its lease which expires in December 2032. The lease has annualized rental income on a straight-line basis of $17.1 million which represents 6.1% of the total portfolio and contains two five-year renewal options.
Property Financings
See Note 4 — Mortgage Notes Payable, Net and Note 5 — Credit Facility to our consolidated financial statements included in this Annual Report on Form 10-K for information regarding property financings as of December 31, 2020 and 2019.
Item 3. Legal Proceedings.
Refer to “Litigation and Regulatory Matters” in Note 9 — Commitments and Contingencies to our consolidated financial statements included in this Annual Report on Form 10-K for information regarding our legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.

36

Table of Contents
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A common stock began trading on the Nasdaq under the symbol “AFIN” as of July 19, 2018. Set forth below is a line graph comparing the cumulative total stockholder return on our Class A common stock, based on the market price of Class A common stock, with the FTSE National Association of Real Estate Investment Trusts Equity Index (“NAREIT”), Modern Index Strategy Indexes (“MSCI”), and the Nasdaq Index for the period commencing July 19, 2018, the date on which we listed our Class A common stock on the Nasdaq and ending December 31, 2020. The graph assumes an investment of $100 on July 19, 2018 with the reinvestment of dividends.

AFIN-20201231_G2.JPG
Holders
As of February 18, 2021, we had 108.8 million shares of Class A common stock outstanding held by a total of 7,837 stockholders of record.
Dividends
We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2013. As a REIT, we are required, among other things, to distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements.
The amount of dividends payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including funds available for dividends, our financial condition, provisions in our Credit Facility or other agreements that may restrict our ability to pay dividends, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT under the Code. Our board of directors may reduce the amount of dividends paid or suspend dividend payments at any time prior to dividends being declared. Therefore, dividend payments are not assured. Any accrued and unpaid dividends payable with respect to our Series A Preferred Stock and Series C Preferred Stock continue to accrue and must be paid upon redemption of those shares. For further information on provisions in our Credit Facility that restrict the payment of dividends and other distributions, see Item 1A, “Risk Factors – We may have to reduce dividend payments or identify other financing sources to pay dividends at their current levels” and Note 5 — Credit Facility to our consolidated financial statements included in this Annual Report on Form 10-K.
Tax Characteristics of Dividends
37

Table of Contents
The following table details from a tax perspective, the portion of common stock dividends classified as return of capital and ordinary dividend income for tax purposes, per share per annum, for the years ended December 31, 2020, 2019 and 2018. All dividends paid on the Series A Preferred Stock were considered 100% ordinary dividend income for tax purposes. As previously discussed, no dividends were paid on the Series C Preferred Stock for the year ended December 31, 2020, the first such dividend will be paid in 2021.
Year Ended December 31,
(In thousands) 2020 2019 2018
Return of capital 90.3  % $ 0.63  90.2  % $ 0.99  93.2  % $ 1.03 
Ordinary dividend income 9.7  % 0.07  9.8  % 0.11  6.8  % 0.07 
Total 100.0  % $ 0.70  100.0  % $ 1.10  100.0  % $ 1.10 
Dividends to Common Stockholders
During the period of January 2018 through July 2018, we paid dividends on our common stock on a monthly basis at an annualized rate equal to a rate of $1.30 per annum, per share of common stock. In connection with the Listing, our board of directors changed the rate at which we pay dividends on its common stock to an annualized rate equal to $1.10 per share, or $0.0916667 per share per month effective as of July 1, 2018. In March 2020, our board of directors approved a reduction in our annualized common stock dividend to $0.85 per share, or $0.0708333 per share on a monthly basis, due to the uncertain and rapidly changing environment caused by the COVID-19 pandemic. The new common stock dividend rate became effective beginning with our April 1 dividend declaration. Historically, and through September 30, 2020, we declared common stock dividends based on monthly record dates and generally paid dividends, once declared, on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to Class A common stock holders of record on the applicable record date. On August 27, 2020, our board of directors approved a change in our Class A common stock dividend policy. Subsequent dividends authorized by our board of directors on shares of our Class A common stock have been, and we anticipate will continue to be, paid on a quarterly basis in arrears on the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to Class A common stockholders of record on the record date for such payment. This change affected the frequency of dividend payments only, and did not impact the annualized dividend rate on Class A common stock of $0.85.
Dividends to Series A Preferred Stockholders
Dividends on our Series A Preferred Stock accrue in an amount equal to $1.875 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date.
Dividends to Series C Preferred Stockholders
Dividends on our Series C Preferred Stock accrue in an amount equal to $1.844 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series C Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. The first dividend for the Series C Preferred Stock will be paid on April 15, 2021 and will represent an accrual for more than a full quarter, covering the period from December 18, 2020 to March 31, 2021.
Equity-Based Compensation
Prior to the Listing, our board of directors had adopted an employee and director restricted share plan (the “RSP”). Effective on July 19, 2018, our board of directors adopted an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2018 Equity Plan”). The 2018 Equity Plan succeeded and replaced the RSP. Also, we have granted an award of LTIP Units to the Advisor pursuant to the 2018 OPP under the Advisor Plan.
The following table sets forth information regarding securities authorized for issuance under the 2018 Equity Plan and the 2018 OPP as of December 31, 2020:
38

Table of Contents
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)
  (a) (b) (c)
Equity Compensation Plans approved by security holders
—  —  — 
Equity Compensation Plans not approved by security holders
4,496,796 
[1]
—  5,834,800 
[2]
Total 4,496,796 
[1]
—  5,834,800 
[2]
__________
[1]Represents shares of Class A common stock underlying LTIP Units awarded pursuant to the 2018 OPP. These LTIP Units may be earned by the Advisor if we achieve threshold, target or maximum performance goals based on our absolute and relative total stockholder return over a performance period that commenced on July 19, 2018 and will end on the earliest of (i) July 19, 2021, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor’s service as our advisor. LTIP Units earned as of the last day of the performance period will also become vested as of that date. Effective as of that same date, any LTIP Units that are not earned will automatically and without notice be forfeited without the payment of any consideration by us. For additional information on the 2018 OPP, please see Note 12 Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.
[2]We have the Advisor Plan and the Individual Plan which we refer to together as the 2018 Equity Plan. The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Under the Individual Plan, we may only make awards to our directors, officers and employees (if we ever have employees), employees of the Advisor and its affiliates, employees of entities that provide services to us, directors of the Advisor or of entities that provide services to us, certain consultants to us and the Advisor and its affiliates or to entities that provide services to us. By contrast, under the Advisor Plan, we may only make awards to the Advisor. The number of shares that may be subject to awards under the 2018 Equity Plan, in the aggregate, is equal to 10.0% of our outstanding shares on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. As of December 31, 2020, we had 108,837,209 shares of Class A common stock issued and outstanding on a fully diluted basis, and 5,048,921 shares of Class A common stock had been issued under or were subject to awards under the 2018 Equity Plan (including unearned LTIP Units). For additional information on the 2018 Equity Plan, please see Note 12 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.

Recent Sale of Unregistered Equity Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. Selected Financial Data.
The following selected financial data as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 should be read in conjunction with the accompanying consolidated financial statements and related notes thereto and “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations” below.
Historical
December 31,
Balance sheet data (In thousands)
2020 2019 2018 2017 2016
Total real estate investments, at cost $ 4,008,069  $ 3,815,549  $ 3,484,797  $ 3,510,907  $ 2,024,387 
Commercial mortgage loans, held for investment, net —  —  —  —  17,175 
Assets held for sale —  1,176  44,519  4,682  137,602 
Total assets 3,607,967  3,490,188  3,262,547  3,296,650  2,064,459 
Mortgage notes payable, net 1,490,798  1,310,943  1,196,113  1,303,433  1,032,956 
Credit Facility 280,857  333,147  324,700  95,000  — 
Total liabilities 1,908,368  1,787,958  1,652,812  1,555,594  1,079,593 
Total stockholders’ equity 1,699,599  1,702,230  1,609,735  1,741,056  984,866 
39

Table of Contents
Historical
Year Ended December 31,
Operating data (In thousands, except share and per share data)
2020 2019 2018 2017 2016
Revenue from tenants $ 305,224  $ 299,744  $ 291,207  $ 270,910  $ 177,668 
Operating expenses (266,134) (244,904) (294,528) (272,548) (178,287)
Gain on sale/exchange of real estate investments 6,456  23,690  31,776  15,128  454 
Operating income (loss) 45,546  78,530  28,455  13,490  (165)
Total other expenses, net (77,452) (74,367) (65,926) (60,067) (54,090)
Net (loss) income (31,906) 4,163  (37,471) (46,577) (54,255)
Net loss (income) attributable to non-controlling interests 44  (16) 62  83  — 
Allocation for preferred stock (14,788) (7,248) —  —  — 
Net loss attributable to common stockholders $ (46,650) $ (3,101) $ (37,409) $ (46,494) $ (54,255)
Other data:
Cash flows provided by operating activities $ 92,717  $ 105,570  $ 95,037  $ 92,464  $ 73,369 
Cash flows (used in) provided by investing activities (222,956) (404,826) (188,215) (19,159) 37,830 
Cash flows provided by (used in) by financing activities 143,796  289,465  75,555  (85,156) (110,481)
Per share data:
Common stock dividends declared per share [1]
$ 0.70  $ 1.10  $ 1.10  $ 1.47  $ 1.65 
Series A Preferred stock dividends declared per share $ 1.875  $ 1.563  $ —  $ —  $ — 
Net loss per common share attributable to common stockholders — Basic and Diluted $ (0.43) $ (0.03) $ (0.35) $ (0.47) $ (0.83)
Weighted-average common shares outstanding:
Basic and Diluted 108,404,093  106,397,296  105,560,053  99,649,471  65,450,432 
_______
[1] Beginning with the fourth quarter of 2020, we changed our dividend policy from a monthly to a quarterly payment. Dividends relating to the fourth quarter of 2020 on our Class A common stock totaling $23.1 million were declared and paid in January 2021. Because these dividends were not declared prior to December 31, 2020, they are not accrued in our financial statements until 2021.
40

Table of Contents
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements. The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. Please see “Forward-Looking Statements” elsewhere in this report for a description of these risks and uncertainties.
Overview
We are an externally managed REIT focusing on acquiring and managing a diversified portfolio of primarily service-oriented and traditional retail and distribution-related commercial real estate properties located primarily in the United States. Our assets consist primarily of freestanding single-tenant properties that are net leased to “investment grade” and other creditworthy tenants and a portfolio of multi-tenant retail properties consisting primarily of power centers and lifestyle centers. We intend to focus our future acquisitions primarily on net leased, single-tenant service retail properties, defined as properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas, convenience, fitness, and auto services sectors. As of December 31, 2020, we owned 920 properties, comprised of 19.3 million rentable square feet, which were 93.9% leased, including 887 single-tenant net leased commercial properties (849 of which are leased to retail tenants) and 33 multi-tenant retail properties. Based on annualized rental income on a straight-line basis as of December 31, 2020, the total single-tenant properties comprised 70% of our total portfolio and were 60% leased to service retail tenants, and the total multi-tenant properties comprised 30% of our total portfolio and were 50% leased to experiential retail tenants, defined as tenants in the restaurant, discount retail, entertainment, salon/beauty and grocery sectors, among others.
Substantially all of our business is conducted through the OP and its wholly owned subsidiaries. Our Advisor manages our day-to-day business with the assistance of our Property Manager. Our Advisor and Property Manager are under common control with AR Global and these related parties receive compensation and fees for providing services to us. We also reimburse these entities for certain expenses they incur in providing these services to us.
Management Update on the Impacts of the COVID-19 Pandemic
The economic uncertainty created by the COVID-19 global pandemic has created several risks and uncertainties that may impact our business, including our future results of operations and our liquidity. A pandemic, epidemic or outbreak of a contagious disease, such as the ongoing global pandemic of COVID-19 affecting states or regions in which we or our tenants operate, could have material and adverse effects on our business, financial condition, results of operations and cash flows. The ultimate impact on our results of operations, our liquidity and the ability of our tenants to continue to pay us rent will depend on numerous factors including the overall length and severity of the COVID-19 pandemic. Management is unable to predict the nature and scope of any of these factors. These factors include the following, among others:
The negative impacts of the COVID-19 pandemic has caused and may continue to cause certain of our tenants to be unable to make rent payments to us timely, or at all. However, we have taken proactive steps with regard to rent collections to mitigate the impact on our business (see “—Management Actions” below).
There may be a decline in the demand for tenants to lease real estate, as well as a negative impact on rental rates. As of December 31, 2020, our portfolio had a high occupancy level of 93.9%, the weighted average remaining term of our leases was 8.8 years (based on annualized straight-line rent) and only 9% of our leases expiring were in the next two years (based on annualized straight line rent).
Capital market volatility and a tightening of credit standards could negatively impact our ability to obtain debt financing. However, despite capital market volatility, we closed on a $715 million loan in July 2020 secured by, among other things, a first mortgage on 368 single-tenant properties and used a portion of the proceeds to repay $497.0 million principal amount on a mortgage that was coming due in September 2020 and the remainder to repay outstanding amounts under our revolving unsecured corporate credit facility (our “Credit Facility”).
The volatility in the global financial market could negatively impact our ability to raise capital through equity offerings, which as a result, could impact our decisions as to when and if we will seek additional equity funding.
The negative impact of the pandemic on our results of operations and cash flows could impact our ability to comply with covenants in our Credit Facility and the amount available for future borrowings thereunder.
The potential negative impact on the health of personnel of our Advisor, particularly if a significant number of the Advisor’s employees are impacted, could result in a deterioration in our ability to ensure business continuity.
For additional information on the risks and uncertainties associated with the COVID-19 pandemic, please see Item 1A. “Risk Factors — We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the ongoing global COVID-19 pandemic, which has caused severe disruptions in the U.S. and global economy and financial markets and has already had adverse effects and may worsen.”
41

Table of Contents
The Advisor has responded to the challenges resulting from the COVID-19 pandemic. Beginning in early March 2020, the Advisor took proactive steps to prepare for and actively mitigate the inevitable disruption COVID-19 would cause, such as enacting safety measures, both required or recommended by local and federal authorities, including remote working policies, cooperation with localized closure or curfew directives, and social distancing measures at all of our properties. Additionally, there has been no material adverse impact on our financial reporting systems or internal controls and procedures and the Advisor’s ability to perform services for us. In light of the current COVID-19 pandemic, we are supplementing the historical discussion of our results of operations for the year ended December 31, 2020 with a current update on the measures we have taken to mitigate the negative impacts of the pandemic on our business and future results of operations.
Management’s Actions
We have taken several steps to mitigate the impact of the pandemic on our business. For rent collections, we have been in direct contact with our tenants since the crisis began, cultivating open dialogue and deepening the fundamental relationships that we have carefully developed through prior transactions and historic operations. Based on this approach and the overall financial strength and creditworthiness of our tenants, we believe that we have had positive results in our cash rent collections during this pandemic. We have collected approximately 96% of the original cash rent due for the fourth quarter 2020 across our entire portfolio, including approximately 99% from our top 20 tenants (based on the total of fourth quarter cash rent due across our portfolio) and approximately 97% of the original cash rent due for January 2021 across our entire portfolio. This was an improvement from the second and third quarters and reflects the expiration of rent deferral agreements where tenants have resumed paying full rent.
During the first quarter of 2020, we collected 99% of original cash rent. We reported total portfolio original cash rent collections of 86% due for the second quarter as of October 31, 2020, which has improved to 87% of second quarter’s original cash rent collected as of February 15, 2021. We also reported single-tenant and multi-tenant second quarter cash rent collections of 95% and 67%, respectively, as of October 31, 2020, which was unchanged from 95% and improved to 69%, respectively, as of February 15, 2021. We reported total portfolio original cash rent collections of 92% due for the third quarter as of October 31, 2020, which has improved to 93% of third quarter’s original cash rent collected as of February 15, 2021. We also reported single-tenant and multi-tenant third quarter cash rent collections of 97% and 82%, respectively, as of October 31, 2020, which have improved to 98% and 83%, respectively, as of February 15, 2021.
The tables below presents cash rent collections for the fourth quarter of 2020 and January 2021 using cash receipts as of February 15, 2021 and therefore includes cash received in January for rent due in the fourth quarter of 2020. Cash received in January is not included in cash and cash equivalents on our December 31, 2020 consolidated balance sheet. As of December 31, 2020, we had collected approximately 96% of the original cash rent due for the fourth quarter 2020 across our entire portfolio. The below cash rent status may not be indicative of any future period and remains subject to changes based ongoing collection efforts and negotiation of additional agreements. Moreover, there is no assurance that we will be able to collect the cash rent that is due in future months including the deferred 2020 rent amounts due during 2021 under deferral agreements we have entered into with our tenants. The impact of the COVID-19 pandemic on our tenants and thus our ability to collect rents in future periods cannot be determined at present.
Fourth Quarter 2020 Cash Rent Status Single-Tenant Multi-Tenant Total Portfolio
Cash rent paid (1)
99  % 88  % 96  %
Approved agreement (2)
—  % % %
Agreement negotiation (3)
—  % % %
Other (4)
% % %
100  % 100  % 100  %
____________
(1) Represents total of all contractual rents on a cash basis due from tenants as stipulated in the originally executed lease agreements at inception or any lease amendments thereafter prior to an approved agreement.
(2) Includes deferral agreements as well as amendments granting the tenant a rent credit for some portion of cash rent due. The rent credit is generally coupled with an extension of the lease. We granted rent credits with respect to less than 1% of cash rent due for the fourth quarter of 2020. The terms of the lease amendments providing for rent credits differ by tenant in terms of length and amount of the credit. A deferral agreement is an executed or approved amendment to an existing lease to defer a certain portion of cash rent due. The most common arrangements represent deferral of some or all of the rent due for the fourth quarter of 2020 with such amounts to be paid in the early part of 2021.
(3) Represents active tenant discussions where no approved agreement has yet been reached. There can be no assurance that we will be able to enter into an approved agreement on favorable terms, or at all.
(4) Consists of tenants who have made a partial payment and/or tenants without active communication on a potential approved agreement. There can be no assurance that such cash rent will be collected.
42

Table of Contents
January 2021 Cash Rent Status Single-Tenant Multi-Tenant Total Portfolio
Cash rent paid (1)
99  % 92  % 97  %
Approved agreement (2)
—  % % %
Agreement negotiation (3)
—  % % %
Other (4)
% % %
100  % 100  % 100  %
____________
(1) We granted rent credits with respect to less than 1% of cash rent due for January 2021.
The total amount deferred under approved agreements, for deferral agreements, entered into through December 31, 2020, was $1.1 million and $7.0 million for the three and twelve months ended December 31, 2020, respectively. The total amounts of rent credits (i.e. abatements), for abatement agreements entered into through December 31, 2020, was $0.1 million and $2.7 million for the three and twelve months ended December 31, 2020, respectively. With respect to all approved agreements in 2020 that included an extension of the lease, the weighted average deferral or rent credit period was five months and $2.7 million of cash rent, in return for a weighted average extension term of 36 months and $46.5 million of future cash rent, resulting in net additional cash rent of $43.8 million to be received over the aggregate extension terms.
In addition to the proactive measures taken on rent collections, we have taken additional steps to maximize our flexibility related to our liquidity and minimize the related risk during this uncertain time. Consistent with our plans to acquire additional properties, we borrowed $150.0 million and $20 million in March and April, respectively, under our Credit Facility. In July 2020, we entered into an amendment to our Credit Facility designed to provide us with additional flexibility during the period from April 1, 2020 through March 31, 2021 (the “Adjustment Period”) to continue addressing the adverse impacts of the COVID-19 pandemic, including certain relief from financial covenants. See Note 5 — Credit Facility for further details. Concurrently with this amendment, and in connection with our refinancing of certain mortgage debt, we repaid approximately $197 million outstanding under our Credit Facility (see Note 4 — Mortgage Notes Payable, Net for additional information). Additionally, on March 30, 2020, we announced a reduction in our dividend, beginning in the second quarter of 2020, reducing the cash needed to fund dividend payments by approximately $27.2 million per year based on shares outstanding at that time. For additional information on our financing activity during the year ended 2020, see the “Liquidity and Capital Resources - Borrowings” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Significant Accounting Estimates and Critical Accounting Policies
Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our consolidated financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include:
Impacts of the COVID-19 Pandemic
As discussed above, we have taken a proactive approach to achieve mutually agreeable solutions with our tenants impacted by the COVID-19 pandemic and in some cases, in the second, third and fourth quarters of 2020, we executed several types of lease amendments. These agreements include deferrals and abatements (i.e. rent credits) and also may include extensions to the term of the leases.
For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which does not apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC have provided relief that allows companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, we would be required to apply modification accounting including assessing classification under ASC 842.
Some, but not all of our lease modifications qualify for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, we have elected to treat the modifications as if previously contained in the
43

Table of Contents
lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease.
For leases not qualifying for this relief, we have applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants.
Revenue Recognition
Our revenues, which are derived primarily from lease contracts, which include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of December 31, 2020, these leases had an average remaining lease term of approximately 8.8 years. Because many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable for, and include in revenue from tenants, unbilled rents receivable that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When we acquire a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. We defer the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of our lease agreements, tenants are required to reimburse us for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, we elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, we also elected to reflect prior revenue and reimbursements reported under ASC 842 also on a single line. For expenses paid directly by the tenant, under both ASC 842 and 840, we have reflected them on a net basis.
We own certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, we defer the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the year ended December 31, 2020, 2019 and 2018, approximately $1.1 million, $0.9 million and $0.9 million, respectively, in contingent rental income is included in revenue from tenants in the consolidated statements of operations and comprehensive loss.
We continually review receivables related to rent and unbilled rents receivable and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard adopted on January 1, 2019 (see Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion), we are required to assess, based on credit risk only, if it is probable that we will collect virtually all of the lease payments at lease commencement date and we must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If we determine that it’s probable we will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if we determine that it’s not probable that we will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable. In the second, third and fourth quarters of 2020, this assessment included consideration of the impacts of the COVID-19 pandemic on the ability of our tenants to pay rents in accordance with their contracts. The assessment included all of our tenants with a focus on our multi-tenant retail properties which have been more negatively impacted by the COVID-19 pandemic than our single-tenant properties.
Under ASC 842, uncollectable amounts are reflected as reductions in revenue from tenants. Under ASC 840, we recorded such amounts as bad debt expense as part of property operating expenses. As a result of the review and assessment as described above and the impacts of the COVID-19 pandemic on certain of our tenants, we recorded a reduction in revenue from tenants of $6.6 million during the year ended December 31, 2020. During the years ended December 31, 2019 and 2018, such amounts were $2.9 million (recorded as a reduction of revenue from tenants) and $2.7 million (recorded as bad debt expense in property operating expenses), respectively.
44

Table of Contents
Investments in Real Estate
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, we evaluate the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the Purchase Price Allocation section below for a discussion of the initial accounting for investments in real estate.
Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on our operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the years ended December 31, 2020, 2019 or 2018. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. We evaluate probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of December 31, 2020 we had no properties classified as held for sale and as of December 31, 2019 we had one property classified as held for sale (see Note 3 — Real Estate Investments, Net to the consolidated financial statements included in this Annual Report on Form 10-K for additional information).
As more fully discussed in Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements - ASU No. 2016-02 Leases to the consolidated financial statements included in this Annual Report on Form 10-K, all of our leases as lessor prior to adoption of the new leasing standard on January 1, 2019, were accounted for as operating leases and we continued to account for them as operating leases under the transition guidance. We evaluate new leases originated after the adoption date (by us or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. During the three year period ended December 31, 2020, we had no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules.
We are also the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the balance sheet and the rent expense is reflected on a straight line basis over the lease term.
Purchase Price Allocation
In both a business combination and an asset acquisition, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases and above- and below- market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the years ended December 31, 2020, 2019 and 2018 were asset acquisitions.
For acquired properties with leases classified as operating leases, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other
45

Table of Contents
methods. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates, and land values per square foot.
Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases as applicable. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. We also estimate costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.
The aggregate value of intangible assets related to customer relationships, as applicable, is measured based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the tenant. Characteristics considered by us in determining these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. We did not record any intangible asset amounts related to customer relationships during the years ended December 31, 2020 and 2019.
Gain on Sale/Exchange of Real Estate Investments
Gains on sales of rental real estate will generally be recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 845-10, Accounting for Non-Monetary Transactions, if a nonmonetary exchange has commercial substance, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss shall be recognized on the exchange.
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, we review the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, we would recognize an impairment loss in the consolidated statement of operations and comprehensive loss to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.
Depreciation and Amortization
We are required to make subjective assessments as to the useful lives of the components of our real estate investments for purposes of determining the amount of depreciation to record on an annual basis. These assessments have a direct impact on our results from operations because if we were to shorten the expected useful lives of our real estate investments, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower earnings on an annual basis.
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests (a “leasehold interest” is a right to enjoy the exclusive possession and use of an asset or property for a stated definite period as created by a written lease).
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.
The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
46

Table of Contents
Above and Below-Market Lease Amortization
Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.
Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.
Upon termination of an above or below-market lease any unamortized amounts would be recognized in the period of termination.
Equity-Based Compensation
We have a stock-based plan under which its directors, officers and other employees of the Advisor or its affiliates who are involved in providing services to us are eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such an award is included in equity-based compensation and is recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met.
We have granted the Advisor LTIP Units issued under the 2018 OPP. These awards are market-based awards with a related required service period. In accordance with ASC 718, the LTIP Units were valued at their grant date and that value is reflected as a charge to earnings evenly over the service period. Further, in the event of a modification, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period. The expense for these non-employee awards is included in the equity-based compensation line item of the consolidated statements of operations.
Recently Issued Accounting Pronouncements
See Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to the consolidated financial statements in this Annual Report on Form 10-K for further discussion.
Results of Operations
Below is a discussion of our results of operations for the years ended December 31, 2020 and 2019. Please see the “Results of Operations” section located on page 45 under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019 for comparison of our results of operations for the years ended December 31, 2019 to 2018.
In addition to the comparative year over year discussion below, please see the “Overview — Management Update on the Impacts of the COVID-19 Pandemic” section above for additional information on the risks and uncertainties associated with the COVID-19 pandemic and management’s action taken to mitigate those risks and uncertainties.
Comparison of the Year Ended December 31, 2020 to 2019
We owned 593 properties for the entirety of the years ended December 31, 2020 and 2019 (our “2019-2020 Same Store”), that were 93.4% leased as of December 31, 2020. Additionally, during 2020 and 2019, we acquired 327 properties (our “Acquisitions Since January 1, 2019”) that were 98.6% leased as of December 31, 2020. During the years ended December 31, 2020 and 2019, we sold 31 properties (our “Disposals Since January 1, 2019”).
47

Table of Contents
The following table summarizes our leasing activity during the year ended December 31, 2020:
Year Ended December 31, 2020
(In thousands)
Number of Leases Rentable Square Feet
Annualized SLR [1] prior to Lease Execution/Renewal
Annualized SLR [1] after Lease Execution/Renewal
Costs to execute leases Costs to execute leases - per square foot
New leases [2]
45  654,076  $ —  $ 12,532  $ 982  $ 1.50 
Lease renewals/amendments [2]
57  911,895  8,441  9,315  548  0.60 
Lease terminations [3]
28  87,210  2,299  —  —  — 
__________
[1]Annualized rental income on a straight-line basis as of December 31, 2020. Represents the GAAP basis annualized straight-line rent that is recognized over the term on the respective leases, which includes free rent, periodic rent increases, and excludes recoveries.
[2]New leases reflect leases in which a new tenant took possession of the space during the year ended December 31, 2020, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the term or change the rental terms of the lease during the year ended December 31, 2020. This excludes leases modifications for deferrals/abatements in response to COVID-19 negotiations which qualify for FASB relief. For more information see Overview Management Update on the Impacts of the COVID-19 Pandemic Management’s Actions.
[3]Represents leases that were terminated prior to their contractual lease expiration dates.

Net Loss Attributable to Common Stockholders
Net loss attributable to common stockholders increased $43.6 million to $46.7 million for the year ended December 31, 2020 from $3.1 million for the year ended December 31, 2019. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations and comprehensive loss in the sections that follow.
Property Results of Operations
Same Store (1)
Acquisitions Disposals Total
Year Ended December 31, Increase (Decrease) Year Ended December 31, Increase (Decrease) Year Ended December 31, Increase (Decrease) Year Ended December 31, Increase (Decrease)
2020 2019 $ 2020 2019 $ 2020 2019 $ 2020 2019 $
Revenue from tenants $ 259,250  $ 279,675  $ (20,425) $ 45,808  $ 16,171  $ 29,637  $ 166  $ 3,898  $ (3,732) $ 305,224  $ 299,744  $ 5,480 
Less: Property operating expenses 48,895  52,254  (3,359) 3,395  384  3,011  77  (71) 52,296  52,715  (419)
NOI $ 210,355  $ 227,421  $ (17,066) $ 42,413  $ 15,787  $ 26,626  $ 160  $ 3,821  $ (3,661) $ 252,928  $ 247,029  $ 5,899 
__________
[1]Includes the two properties exchanged during the year ended December 31, 2020 as we considered the substitution of new properties under the same master lease as a continuation of the same tenant relationship and therefore as part of our 2019-2020 Same Store. For additional information on real estate sales, see Note 3 — Real Estate Investments to our consolidated financial statements in this Annual Report on Form 10-K.
Net operating income (“NOI”) is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate portfolio. NOI is equal to revenue from tenants less property operating expense. NOI excludes all other financial statement amounts included in net loss attributable to stockholders. We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation to our net loss attributable to stockholders.
Revenue from Tenants
Revenue from tenants increased approximately $5.5 million to $305.2 million for the year ended December 31, 2020, compared to $299.7 million for the year ended December 31, 2019. This increase in revenue from tenants was due to the incremental increase from our Acquisitions Since January 1, 2019 of $29.6 million, partially offset by a decrease from our 2019-2020 Same Store properties of $20.4 million and a decrease from our Disposals Since January 1, 2019 of $3.7 million.
The decrease in our 2019-2020 Same Store revenue reflects the impact of the termination fee, net, of $7.6 million recorded in 2019 and higher bad debt expense of $3.7 million recorded during the year ended December 31, 2020, which is recorded as a reduction of revenue from tenants, partially offset by $1.9 million of below market lease intangible liability write-offs for the year ended December 31, 2020 pertaining to two multi-tenant lease terminations, which were recorded as an addition to our 2019-2020 Same Store revenue. The higher bad debt expense in the year ended December 31, 2020 was due to our assessment of receivables due from tenants which have been most significantly impacted by the COVID-19 pandemic.
48

Table of Contents
The decrease in our 2019-2020 Same Store was also due to the revenue decreases arising from lease terminations of $1.1 million, a decrease in operating expense reimbursement revenue of $3.2 million and a decrease in multi-tenant revenue of $6.4 million mainly due to lower multi-tenant occupancy during the year ended December 31, 2020 as compared to last year and, to a lesser extent, abatements granted due to the COVID-19 pandemic. For additional information on our revenue recognition policy and details on the factors included in our assessment, see Note 2 — Summary of Significant Accounting Policies to the consolidated financial statements included in this Annual Report on Form 10-K.
Property Operating Expenses
Property operating expenses primarily consist of the costs associated with maintaining our properties including real estate taxes, utilities, and repairs and maintenance. Property operating expense decreased $0.4 million to $52.3 million for the year ended December 31, 2020, compared to $52.7 million for the year ended December 31, 2019. This decrease was primarily driven by decreases from our 2019-2020 Same Store properties of $3.4 million and a decrease of $0.1 million from our Disposals Since January 1, 2019, partially offset by an increase of $3.0 million from our Acquisitions Since January 1, 2019
Other Results of Operations
Asset Management Fees to Related Party
Asset management fees paid to the Advisor increased $2.1 million to $27.8 million for the year ended December 31, 2020, compared to $25.7 million for the year ended December 31, 2019, primarily due to an increase in the fixed portion of the base management fee from $22.5 million annually to $24.0 million annually, effective on February 17, 2019, as well as an increase in the variable portion of the base management fee due to our equity issuances.
The variable portion of the base management fee is calculated on a monthly basis and is equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by us (including, among other things, common stock, preferred stock and certain convertible debt but excluding among other things, equity based compensation) from and after February 16, 2017. The variable portion of the base management fee will increase in connection with future issuances of equity securities.
In light of the unprecedented market disruption resulting from the COVID-19 pandemic, in March 2020, we agreed with the Advisor to amend the advisory agreement to temporarily lower the quarterly thresholds we must reach on a quarterly basis for the Advisor to receive the variable incentive management fee through the end of 2020, and in January 2021, we agreed with the Advisor to further amend the advisory agreement to extend the expiration of these thresholds through the end of 2021. There was $0.1 million in variable incentive management fees earned during the years ended December 31, 2020 and 2019. Please see Note 10Related Party Transactions and Arrangements to our consolidated financial statements included in this Annual Report on Form 10-K for more information on fees incurred from the Advisor.
Impairment Charges
We recorded $12.9 million of impairment charges for the year ended December 31, 2020, $11.5 million of which related to one of our multi-tenant held-for-use properties, and $1.4 million of which related to three of our single-tenant held-for-use properties one of which was under contract to be sold at a price lower than the carrying value and two of which had experienced recent performance declines. We incurred $0.8 million of impairment charges during the year ended December 31, 2019, of which $0.7 million related to an impairment charge recorded on one property when it was classified as held for use and subsequently sold in 2019, as the carrying amount of the long-lived assets associated with this property was greater than our estimate of its fair value. The remaining $0.1 million of impairment charges were recorded upon classification of properties as assets held for sale during the year ended December 31, 2019, to adjust the properties to their fair value less estimated cost of disposal. See Note 3 — Real Estate Investments to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Acquisition, Transaction and Other Costs
Acquisition, transaction and other costs decreased $3.3 million to $2.9 million for the year ended December 31, 2020, compared to $6.3 million for the year ended December 31, 2019. The decrease was due to lower prepayment charges on mortgages during the year ended December 31, 2020, as compared to the prior year. The prepayment charges on mortgages were $0.8 million and $4.5 million during the years ended December 31, 2020 and 2019, respectively. Additionally, the decrease was impacted by a decrease in litigation costs of $0.5 million, partially offset by an increase in transaction costs of $1.0 million relating to costs associated with our July 2020 Credit Facility amendment, and dead deals which occurred in 2020. For further details on litigation costs, please see Note 9 — Commitments and Contingencies to our consolidated financial statements included in this Annual Report on Form 10-K.

49

Table of Contents
Equity-Based Compensation
During the years ended December 31, 2020 and 2019, we recorded non-cash equity-based compensation expense of $13.0 million and $12.7 million, respectively, relating to restricted shares granted to employees of the Advisor or its affiliates who are involved in providing services to us and the members of our board of directors and the LTIP Units granted to our Advisor pursuant to the 2018 OPP. For additional details on our restricted shares and the 2018 OPP, see Note 12 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.
General and Administrative Expense
General and administrative expense decreased $0.6 million to $19.7 million for the year ended December 31, 2020, compared to $20.4 million for the year ended December 31, 2019. The decrease was due to the reduction in previously charged expenses related to 2019 bonus awards made by the Advisor to employees of the Advisor or its affiliates of $1.4 million, a $0.3 million decrease due to the overpayment of invoices in prior years for a shared service, lower transfer agent costs of $0.6 million and lower professional fees of $0.8 million. For additional details on the 2019 bonus awards and the overpayment of monies, see Note 10 — Related Party Transactions and Agreements to our consolidated financial statements included in this Annual Report on Form 10-K. These decreases were partially offset by an increase in legal expenses of $2.2 million related to negotiating and executing agreements with tenants arising from non-payment of rent (see the “Overview — Management Update on the Impacts of the COVID-19 Pandemic” section above for additional information). As tenants resume paying rent in full, we expect that legal expenses will decrease and return to previous levels.
Depreciation and Amortization Expense
Depreciation and amortization expense increased $12.7 million to $137.5 million for the year ended December 31, 2020, compared to $124.7 million for the year ended December 31, 2019. Depreciation and amortization expense was impacted by an increase of $11.8 million resulting from our Acquisitions Since January 1, 2019 and $2.7 million from our 2019-2020 Same Store properties, partially offset by a decrease of $1.7 million from our Disposals Since January 1, 2019. The increase in our 2019-2020 Same Store depreciation was primarily due to the write-off of tenant improvements at one of our properties. During the second quarter of 2020, a tenant in the health club business declared bankruptcy and vacated its space. We were in the process of funding improvements that were being made to the space for the tenant. In addition, improvements being made by the tenant were not paid for and we accrued approximately $2.3 million to pay liens on the property by the tenant’s contractors. We determined that certain of the improvements no longer had any value in connection with any foreseeable replacement tenant and wrote off approximately $3.1 million which is recorded in depreciation and amortization expense in the consolidated statement of operations.
Goodwill Impairment
During the year ended December 31, 2019, we fully impaired the $1.6 million of goodwill recorded in connection with the completion of our merger with American Realty Capital–Retail Centers of America, Inc. (the “Merger”), as a result of fluctuations in the market price of our Class A common stock. This goodwill impairment charge recorded was based on the assessment of relevant metrics which included estimated carrying and fair market value of our real estate and market-based factors. During the year ended December 31, 2020 we had no goodwill impairments.
Gain on Sale/Exchange of Real Estate Investments
During the year ended December 31, 2020, we sold six properties for an aggregate contract price of $13.3 million, resulting in aggregate gains on sale of $4.3 million. In addition, we recorded a $2.2 million gain related to a non-monetary exchange of two properties then owned by us for two different properties not then owned by us pursuant to a tenant’s exercise of its right to substitute properties under its lease, resulting in a total gain on sale of $6.5 million recorded in our consolidated statements of operations and comprehensive loss income. For additional information on real estate sales, see Note 3 — Real Estate Investments to our consolidated financial statements included in this Annual Report on Form 10-K.
During the year ended December 31, 2019, we sold 25 properties which resulted in gains on sale. These properties sold for an aggregate contract price of $131.7 million, resulting in aggregate gains on sale of $23.7 million.
Interest Expense
Interest expense increased $0.5 million to $78.5 million for the year ended December 31, 2020, compared to $78.0 million for the year ended December 31, 2019. This increase was primarily due to higher average outstanding balances on our mortgage notes payable and Credit Facility, partially offset by lower interest rates and lower costs incurred during 2020 related to debt repayments and refinancings.
During the year ended December 31, 2020 and 2019, the average outstanding balances on our mortgage notes payable were $1.4 billion and $1.3 billion, respectively, and our average outstanding balance under our Credit Facility was $376.0 million and $324.1 million, respectively. For the year ended December 31, 2020 and 2019, the weighted-average interest rates on our
50

Table of Contents
mortgage notes payable were 4.28% and 4.58%, with the decline reflecting in part, our refinancing activity during the third quarter of 2020, and the weighted-average interest rates on our Credit Facility were 2.86% and 4.31%, respectively.
Costs related to debt repayments and refinancings decreased $0.9 million, net, in 2020 as a result of the non-recurrence of a $1.5 million of swap termination cost recorded in 2019, partially offset by higher deferred financing amortization of $0.6 million for the year ended December 31, 2020, as compared to last year.
Other Income
Other income was $1.0 million for the year ended December 31, 2020, primarily comprised of the receipt of approximately $0.8 million of funds disbursed to us for permitting the early release of a pre-acquisition tenant improvement escrow account, which had not been previously funded by us, in connection with the release of a mortgage loan encumbering a property as part of refinancing the mortgage loan in September 2020 (see Note 4 — Mortgage Notes Payable to our consolidated financial statements included in this Annual Report on Form 10-K). Additionally, $0.1 million relates to interest income on our bank deposits, and $0.1 million relates to other miscellaneous income, including $9,000 of insurance reimbursements related to the Merger.
Other income was $3.6 million for the year ended December 31, 2019, primarily comprised of $2.3 million of insurance reimbursements related to costs incurred from the Merger. Additionally, $1.2 million relates to property insurance claims and $0.1 million relates to other miscellaneous income.
Loss on Non-Designated Derivative
Loss on non-designated derivative instruments of $9,000 for the year ended December 31, 2020 related to an interest rate cap on a mortgage note payable entered into in the fourth quarter of 2020 that is designed to protect us from adverse interest rate changes. For additional information , see Note 4 — Mortgage Notes Payable and Note 7 — Derivatives and Hedging Activities to our consolidated financial statements included in this Annual Report on Form 10-K
Cash Flows from Operating Activities
The level of cash flows provided by or used in operating activities is affected by the rental income generated from leasing activity, including leasing activity due to acquisitions and dispositions, restricted cash we are required to maintain, the timing of interest payments, the receipt of scheduled rent payments and the level of property operating expenses.
Cash flows provided by operating activities of $92.7 million during the year ended December 31, 2020 and consisted of a net loss of $31.9 million, adjusted for non-cash items of $157.7 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, amortization of mortgage premiums on borrowings, equity-based compensation, gain on sale of real estate investments and impairment charges. In addition, cash flows from operating activities was impacted by an increase in straight-line rent receivable of $19.8 million which primarily related to COVID-19 related lease amendments and acquisitions, an increase in prepaid expenses and other assets of $9.1 million, a decrease in accounts payable and accrued expenses of $3.8 million and a decrease in deferred rent and other liabilities of $0.6 million.
Cash flows provided by operating activities of $105.6 million during the year ended December 31, 2019 included net income of $4.2 million, adjusted for non-cash items of $117.1 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, amortization of mortgage premiums on borrowings, equity-based compensation, gain on sale of real estate investments and impairment charges. In addition, cash provided by operating activities was impacted by an increase in straight-line rent receivable of $9.5 million, the increase in prepaid expenses and other assets of $3.2 million, a decrease in accounts payable and accrued expenses of $1.5 million and a decrease in deferred rent and other liabilities of $2.7 million.
Cash Flows from Investing Activities
The net cash used in investing activities during the year ended December 31, 2020 of $223.0 million consisted primarily of cash paid for investments in real estate and other assets of $220.4 million and capital expenditures of $9.2 million, partially offset by cash received from the sale of real estate investments (net of mortgage loans repaid) of $6.7 million and deposits for real estate acquisitions of $0.1 million.
The net cash used in investing activities during the year ended December 31, 2019 of $404.8 million consisted primarily of cash paid for investments in real estate and other assets of $428.9 million, capital expenditures of $13.7 million, partially offset by deposits for real estate investments of $3.0 million and cash received from the sale of real estate investments (net of mortgage loans repaid) of $34.8 million.




51

Table of Contents

Cash Flows from Financing Activities
The net cash provided by financing activities of $143.8 million during the year ended December 31, 2020 consisted primarily of net proceeds from mortgage refinancings of $210.8 million, net proceeds received from the issuance of Series A Preferred Stock of $22.5 million and net proceeds received from the issuance of Series C Preferred Stock of $85.4 million, partially offset by net repayments on our Credit Facility of $52.3 million, cash dividends paid to holders of Class A common stock of $76.0 million, cash dividends paid to holders of Series A Preferred Stock of $14.2 million and payments of financing costs of $30.9 million.
The net cash provided by financing activities of $289.5 million during the year ended December 31, 2019 consisted primarily of net proceeds from mortgage notes payable of $217.8 million, net proceeds received from the issuance of Series A Preferred Stock of $169.0 million, net proceeds received from the issuance of Class A common stock of $31.6 million, net draw downs on our Credit Facility of $8.4 million, partially offset by cash dividends paid to holders of Class A common stock of $117.1 million, cash dividends paid to holders of Series A Preferred Stock of $3.9 million, payments of financing costs of $10.8 million and prepayment charges on mortgages of $4.5 million.
Liquidity and Capital Resources
The negative impacts of the COVID-19 pandemic has caused and may continue to cause certain of our tenants to be unable to make rent payments to us timely, or at all, which has had, and could continue to have, an adverse effect on the amount of cash we receive from our operations. We have taken proactive steps with regard to rent collections to mitigate the impact on our business and liquidity. The ultimate impact on our results of operations, our liquidity and the ability of our tenants to continue to pay us rent will depend on numerous factors including the overall length and severity of the COVID-19 pandemic. Management is unable to predict the nature and scope of any of these factors. Because substantially all of our income is derived from rentals of commercial real property, our business, income, cash flow, results of operations, financial condition, liquidity, prospects and ability to service our debt obligations, our ability to consummate future property acquisitions and our ability to pay dividends and other distributions to our stockholders would be adversely affected if a significant number of tenants are unable to meet their obligations to us. In addition to the discussion below, please see the “Overview — Management Update on the Impacts of the COVID-19 Pandemic” section above for additional information on the risks and uncertainties associated with the COVID-19 pandemic and management’s actions taken in response.
We expect to fund our future short-term operating liquidity requirements through a combination of cash on hand, net cash provided by our property operations and proceeds from our Credit Facility. Following the amendment to our Credit Facility in July 2020, we are restricted from using proceeds from borrowings under the Credit Facility to accumulate or maintain cash or cash equivalents in excess of amounts necessary to meet current working capital requirements, which may limit our ability to use proceeds from the Credit Facility for these purposes. We may also generate additional liquidity through property dispositions and, to the extent available, secured or unsecured borrowings, our “at the market” equity offering program for Class A common stock (the “Class A Common Stock ATM Program”), our “at the market” equity offering program for Series A Preferred Stock (the “Series A Preferred Stock ATM Program”), our “at the market” equity offering program for Series C Preferred Stock (the “Series C Preferred Stock ATM Program”), or other offerings of debt or equity securities. The volatility in the global financial market could negatively impact our ability to raise capital through equity offerings, which as a result, could impact out decisions as to when and if we will seek additional equity funding.
As of December 31, 2020 and 2019, we had cash and cash equivalents of $102.9 million and $81.9 million, respectively and availability for future borrowings under our Credit Facility of $126.0 million and $150.9 million, respectively.
During the Adjustment Period, our Credit Facility requires us to maintain a combination of cash, cash equivalents and amounts available for future borrowings under our Credit Facility of not less than $100.0 million, which could limit our ability to incur additional indebtedness and use cash that would otherwise be available to us. We are also restricted during the Adjustment Period from using proceeds from borrowings under the Credit Facility to accumulate or maintain cash or cash equivalents in excess of amounts necessary to meet current working capital requirements, as determined in good faith by us. Our principal demands for funds are for payment of our operating and administrative expenses, property acquisitions, capital expenditures, debt service obligations and cash dividends to our common and preferred stockholders.
Mortgage Notes Payable and Credit Facility
As of December 31, 2020, we had $1.5 billion of gross mortgage notes payable outstanding and $280.9 million outstanding under our Credit Facility, for total gross debt of $1.8 billion. Of our total gross debt, 82.6% is fixed-rate (including by swap agreement), and 17.4% is variable-rate. As of December 31, 2020, our net debt to gross asset value ratio was 40.2%. We define net debt as the principal amount of our outstanding debt (excluding the effect of deferred financing costs, net and mortgage premiums and discounts, net) less cash and cash equivalents. Gross asset value is defined as total assets plus accumulated depreciation and amortization. As of December 31, 2020, the weighted-average interest rates on the mortgage notes payable and Credit Facility were 4.0% and 2.8%, respectively.
52

Table of Contents
As of December 31, 2020, we had $4.0 billion in real estate investments, at cost and we had pledged approximately $2.8 billion of these real estate investments, at cost, as collateral for our mortgage notes payable. In addition, approximately $1.1 billion of these real estate investments, at cost, were included in the unencumbered asset pool comprising the borrowing base under the Credit Facility. Therefore, this real estate is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the Credit Facility, which would reduce the amount available to us on the Credit Facility.
Mortgage Notes Payable - 2020 Activity
On December 1, 2020, we refinanced the mortgage loan with Column Financial secured by our Patton Creek multi-tenant property in Alabama. In connection with the refinancing, we paid $7.3 million in cash on hand to reduce the principal balance outstanding to $34.0 million and paid closing fees of $2.8 million. The loan bears interest at a floating interest rate of one-month LIBOR plus 4.25%. The loan is interest-only with the principal due at maturity on December 6, 2021. Beginning on this initial maturity date, the floating interest rate will increase to one-month LIBOR plus 5.25% if we exercise our option to extend the loan past its initial maturity to December 6, 2022. In conjunction with this refinancing, we entered into an interest cap agreement for a notional amount of $34.0 million (see Note 7 — Derivatives and Hedging Activities to our consolidated financial statements included in this Annual Report on Form 10-K for more information).
On September 4, 2020, we borrowed $125.0 million from a syndicate of regional banks led by BOK Financial. The loan is secured by three of our single-tenant buildings located in Bridgewater, New Jersey that serve as the U.S. headquarters for Sanofi US Services Inc. At closing, all net proceeds from the loan and approximately $2.6 million in cash on hand were used to repay the previously outstanding mortgage indebtedness encumbering the property. The loan bears interest at a floating interest rate of one-month LIBOR plus 2.9%, with the effective interest rate fixed at 3.27% by swap agreement. The loan is interest-only with the principal due at maturity on September 4, 2025. We may prepay the loan in whole or in part at any time.
On July 24, 2020, we entered into a new $715.0 million mortgage loan which is secured by, among other things, a first mortgage on 368 single-tenant properties located in 41 states and the District of Columbia and totaling approximately 7.1 million square feet. The loan bears interest at a fixed rate of 3.743% and matures on August 6, 2025. The loan requires payments of interest only, with the principal balance due on the maturity date. At closing, of the approximately $697.1 million of net proceeds from the loan after fees and expenses, $696.2 million was used to repay $499.0 million for a mortgage loan originally scheduled to mature in September 2020, bearing an interest rate of 4.36% per annum, and the remainder was used to repay outstanding amounts under our Credit Facility. Of the 368 single-tenant properties secured by the new loan, 223 properties were previously collateral for the mortgage loan that was originally scheduled to mature in September 2020, and all but one of the remaining properties were part of the borrowing base under our Credit Facility.
Credit Facility — Terms and Capacity
As of December 31, 2020 and 2019, we had $280.9 million and $333.1 million, respectively, outstanding under our Credit Facility. Our Credit Facility provides for commitments for aggregate revolving loan borrowings and includes an uncommitted “accordion feature” whereby, upon the request of the OP, but at the sole discretion of the participating lenders, the commitments under the Credit Facility may be increased by up to an additional $500.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions. As of December 31, 2020, we had increased our commitments through this accordion feature by $125.0 million, bringing total aggregate commitments to $540.0 million and leaving $375.0 million of potential increase remaining.
The amount available for future borrowings under the Credit Facility is based on the lesser of (1) a percentage of the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (2) a maximum amount permitted to maintain a minimum debt service coverage ratio with respect to the borrowing base, in each case, as of the determination date. During the Adjustment Period, (a) the value of all eligible unencumbered real estate assets comprising the borrowing base purchased through June 30, 2020 will generally be decreased by 10%, and (b) the minimum unsecured interest coverage ratio required to be maintained by the eligible unencumbered real estate assets comprising the borrowing base was decreased during the fiscal quarter ended June 30, 2020 and will be increased during the other fiscal quarters of the Adjustment Period. As of December 31, 2020, we had a total borrowing capacity under the Credit Facility of $406.9 million based on the value of the borrowing base under the Credit Facility. Of this amount, $280.9 million was outstanding under the Credit Facility as of December 31, 2020 and $126.0 million remained available for future borrowings. During the three months ended December 31, 2020, we repaid $25 million outstanding under the Credit Facility, which was funded with cash on hand.
53

Table of Contents
Our Credit Facility requires payments of interest only and matures on April 26, 2022. We also have a one-time right, subject to customary conditions, to extend the maturity date for an additional term of one year to April 26, 2023. Borrowings under the Credit Facility bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.60% to 1.20%, depending on our consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.60% to 2.20%, depending on our consolidated leverage ratio. From July 24, 2020 until delivery of the compliance certificate for the fiscal quarter ending June 30, 2021, the margin will be 1.50% with respect to the Base Rate and 2.50% with respect to LIBOR regardless of our consolidated leverage ratio. The “floor” on LIBOR is 0.25%. As of December 31, 2020 we have elected to use the LIBOR rate for all our borrowings under the Credit Facility.
LIBOR Exposure
In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On November 30, 2020, the Financial Conduct Authority announced a partial extension of this deadline, indicating its intention to cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023.
While we expect LIBOR to be available in substantially its current form until at least the end of 2021, it is possible that LIBOR will become unavailable prior to that time. To transition from LIBOR under the Credit Facility, we will either utilize the Base Rate (as defined in the Credit Facility) or an alternative benchmark established by the agent in accordance with the terms of the Credit Facility, which will be SOFR if available or an alternate benchmark that is being widely used in the market at that time as selected by the agent. Please see the “Increasing interest rates could increase the amount of our debt payments and adversely affect our ability to pay dividends, and we may be adversely affected by uncertainty surrounding the LIBOR section in Item 1A. Risk Factors for additional information.
Acquisitions and Dispositions — Year Ended December 31, 2020
One of our primary uses of cash during the year ended December 31, 2020 has been to acquire properties.
During the year ended December 31, 2020, we acquired 107 properties for an aggregate purchase price of $220.4 million, including capitalized acquisition costs. The acquisitions of 35 of these properties for $62.4 million, including capitalized acquisition costs, were completed during the three months ended December 31, 2020. The acquisitions during the year ended December 31, 2020 were funded through a combination of draws on the Credit Facility, proceeds from our Series A Preferred Stock ATM Program, the underwritten offering of our Series C Preferred Stock (discussed below) and proceeds from dispositions of properties (discussed below).
During the year ended December 31, 2020, we sold six properties, for an aggregate contract price of $13.3 million, excluding disposition related costs. We did not dispose of any properties during the three months ended December 31, 2020. In connection with sales made during the year ended December 31, 2020, we repaid approximately $5.6 million of mortgage debt and after all disposition related costs, net proceeds from these dispositions, classified as investing cash flows, were $6.7 million.
Acquisitions and Dispositions — Subsequent to December 31, 2020
Subsequent to December 31, 2020, we did not purchased any properties. We also have entered into two definitive purchase and sale agreements (“PSAs”) to acquire three additional properties for an aggregate contract purchase price of approximately $4.3 million and a non-binding letter of intent (“LOI”) to acquire an additional five properties for approximately $34.4 million. The PSAs are subject to conditions, and the LOI is non-binding. There can be no assurance we will complete any of these acquisitions on their contemplated terms, or at all. To fund the consideration required to complete these acquisitions, we anticipate using proceeds from future dispositions of properties, proceeds from borrowings (including borrowings under our Credit Facility), remaining net proceeds from the underwritten offering of our Series C Preferred Stock (discussed below) and net proceeds received from our Class A Common Stock ATM Program, Series A Preferred Stock ATM Program, and Series C Preferred Stock ATM Program. During the Adjustment Period, (i) all properties acquired with proceeds from the borrowings under the Credit Facility must be added to the borrowing base, and (ii) we are prohibited from acquiring any multi-tenant properties and from making certain other investments.
With respect to our pending acquisitions, in light of the disruptions caused by the COVID-19 pandemic, we are taking a prudent stance with our acquisition pipeline and are carefully determining appropriate risk adjustment capitalization rate targets for potential new acquisitions going forward.
Subsequent to December 31, 2020, we sold two properties, with an aggregate contract sale price of $0.6 million.
Preferred Stock Underwritten Offering
54

Table of Contents
On December 18, 2020, we completed the initial issuance and sale of 3,535,700 shares of Series C Preferred Stock (including 335,700 shares from the underwriters' exercise of their overallotment option to purchase additional shares) in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. The offering generated gross proceeds of $88.4 million and net proceeds of $85.2 million after deducting the underwriting discount of $2.8 million and offering costs of $0.4 million paid by us. Subsequent to the offering, we used $35 million of the net proceeds to fund acquisitions with the remainder still available for future uses, which may include additional acquisitions.
ATM Programs
In May 2019, we established an “at the market” equity offering program for Class A common stock (the “Class A Common Stock ATM Program”), pursuant to which we may from time to time, offer, issue and sell to the public up to $200.0 million in shares of Class A common stock, through sales agents. We intend to use any net proceeds from these offerings for general corporate purposes, including funding property acquisitions, repaying outstanding indebtedness (including borrowings under our Credit Facility), and for working capital. We did not sell any shares under the Class A Common Stock ATM Program during the year ended December 31, 2020.
In May 2019, we established an “at the market” equity offering program for Series A Preferred Stock (the “Series A Preferred Stock ATM Program”) pursuant to which we may, from time to time, offer, issue and sell to the public up to $100.0 million in shares of Series A Preferred Stock through sales agents. In January 2021, the aggregate amount that may be sold was increased to $200.0 million. During the year ended December 31, 2020, we sold 924,778 shares of Series A Preferred Stock through the Series A Preferred Stock ATM Program for gross proceeds of $23.3 million and net proceeds of $22.4 million, after commissions and fees paid of $0.9 million. During the three months ended December 31, 2020, we sold 122,319 shares of Series A Preferred Stock through the Series A Preferred Stock ATM Program for gross proceeds of $3.0 million and net proceeds of $2.9 million after commissions and fees paid of $0.1 million.
In January, 2021 we established an “at the market” equity offering program for Series C Preferred Stock (the “Series C Preferred Stock ATM Program”) pursuant to which we may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series C Preferred Stock having an aggregate offering price of up to $200.0 million.
Distribution Reinvestment Program
Our distribution reinvestment plan (“DRIP”) allows stockholders who have elected to participate in the DRIP to have dividends payable with respect to all or a portion of their shares of Class A common stock reinvested in additional shares of Class A common stock. Shares issued pursuant to the DRIP are, at our election, either (i) acquired directly from us, by issuing new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee. During the years ended December 31, 2020, 2019 and 2018, all shares acquired by participants pursuant to the Post-Listing DRIP were acquired through open market purchases by the plan administrator and not issued directly to stockholders by us.
Capital Expenditures and Construction in Progress
We invest in capital expenditures to enhance and maintain the value of our properties. The recent economic uncertainty created by the COVID-19 global pandemic could impact our decisions on the amount and timing of future capital expenditures. We define revenue enhancing capital expenditures as improvements to our properties that we believe will result in higher income generation over time. Capital expenditures for maintenance are generally necessary, non-revenue generating improvements that extend the useful life of the property and are less frequent in nature. By providing this metric, we believe we are presenting useful information for investors that can help them assess the components of our capital expenditures that are expected to either grow or maintain our current revenue. Further detail related to our capital expenditures is as follows:
(In thousands) Year Ended December 31, 2020
Capital Expenditures
   Revenue enhancing $ 7,254 
   Prairie Towne Tenant Improvements (1)
3,111 
   Maintenance 389 
Total Capital Expenditures 10,754 
   Leasing commissions 1,594 
Total $ 12,348 
_____
55

Table of Contents
(1) During the second quarter of 2020, a tenant in the health club business declared bankruptcy and vacated its space while in the process of improving the space. As a result, we wrote off this amount, representing $0.8 million already reimbursed to the tenant for these improvements, and $2.3 million in accruals to pay liens on the property by the tenant’s contractors for improvements being made by the tenant that were not paid for. For more information see Tenant Improvements Write-Off in Note 3 — Real Estate Investments to our consolidated financial statements included in this Annual Report on Form 10-K.
Also, as of December 31, 2020 and December 31, 2019, we had $0.0 million and $3.1 million, respectively, of construction in progress which is included in the prepaid expenses and other assets on the consolidated balance sheets.
Non-GAAP Financial Measures
This section discusses the non-GAAP financial measures we use to evaluate our performance, including Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”) and NOI. While NOI is a property-level measure, AFFO is based on our total performance and therefore reflects the impact of other items not specifically associated with NOI such as interest expense, general and administrative expenses and operating fees to related parties. Additionally, NOI as defined herein, does not reflect an adjustment for straight-line rent but AFFO does. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income (loss), is provided below. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, AFFO and NOI attributable to stockholders.
Funds from Operations and Adjusted Funds from Operations
Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a performance measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.
We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper and approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains and losses from sales of certain real estate assets, gain and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for consolidated partially-owned entities (including our OP) and equity in earnings of unconsolidated affiliates are made to arrive at our proportionate share of FFO attributable to our stockholders. Our FFO calculation complies with NAREIT’s definition.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.
Adjusted Funds from Operations
In calculating AFFO, we start with FFO, then we exclude certain income or expense items from AFFO that we consider to be more reflective of investing activities, such as non-cash income and expense items and the income and expense effects of other activities that are not a fundamental attribute of our day to day operating business plan, such as amounts related to litigation arising out of the Merger. These amounts include legal costs incurred as a result of the litigation, portions of which have been and may in the future be reimbursed under insurance policies maintained by us. Insurance reimbursements are deducted from AFFO in the period of reimbursement. We believe that excluding the litigation costs and subsequent insurance reimbursements related to litigation arising out of the Merger helps to provide a better understanding of the operating performance of our business. Other income and expense items also include early extinguishment of debt and unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments and gains and losses on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market leases intangibles, amortization of deferred financing costs, straight-line rent, and share-based compensation related to restricted shares and the 2018 OPP from AFFO, we believe we provide useful information regarding those income and expense items which have a direct impact on our ongoing operating performance.
56

Table of Contents
In calculating AFFO, we exclude certain expenses which under GAAP are characterized as operating expenses in determining operating net income (loss). All paid and accrued merger, acquisition and transaction related fees and certain other expenses negatively impact our operating performance during the period in which expenses are incurred or properties are acquired will also have negative effects on returns to investors, but are not reflective of our on-going performance. In addition, legal fees and expense associated with COVID-19-related lease disputes involving certain tenants negatively impact our operating performance but are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income (loss). In addition, as discussed above, we view gains and losses from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to better assess the sustainability of our ongoing operating performance without the impact of transactions or other items that are not related to the ongoing performance of our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay dividends.
Accounting Treatment of Rent Deferrals/Abatements
The majority of the concessions granted to our tenants as a result of the COVID-19 pandemic are rent deferrals or temporary rent abatements with the original lease term unchanged and collection of deferred rent deemed probable (see the “Overview - Management Update on the Impacts of the COVID-19 Pandemic” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information). As a result of relief granted by the FASB and SEC related to lease modification accounting, rental revenue used to calculate Net Income and NAREIT FFO has not been, and we do not expect it to be, significantly impacted by these types of deferrals. In addition, since we currently believe that these deferral amounts are collectable, we have excluded from the increase in straight-line rent for AFFO purposes the amounts recognized under GAAP relating to these types of rent deferrals. Conversely, for abatements where contractual rent has been reduced, the reduction is reflected over the remaining lease term for accounting purposes but represents a permanent reduction and we have, accordingly, reduced our AFFO. For a detailed discussion of our revenue recognition policy, including details related to the relief granted by the FASB and SEC, see Note 2 — Significant Accounting Polices to our consolidated financial statements included in the Annual Report on Form 10-K.

57

Table of Contents
The table below reflects the items deducted from or added to net loss in our calculation of FFO and AFFO for the periods presented:
Year Ended December 31,
(In thousands) 2020 2019 2018
Net loss attributable to common stockholders (in accordance with GAAP)
$ (46,650) $ (3,101) $ (37,409)
Impairment of real estate investments 12,910  827  21,080 
Depreciation and amortization 137,459  124,713  139,907 
Gain on sale/exchange of real estate investments (6,456) (23,690) (31,776)
Proportionate share of adjustments for non-controlling interests to arrive at FFO (228) (165) (228)
FFO attributable to stockholders [1]
97,035  98,584  91,574 
Acquisition, transaction and other costs [2]
2,921  6,257  7,557 
Litigation cost reimbursements related to the Merger [3]
(9) (2,264) — 
Legal fees and expenses — COVID-19 lease disputes [4]
269  —  — 
Listing fees
—  —  4,988 
Vesting and conversion of Class B Units
—  —  15,786 
Accretion of market lease and other intangibles, net (6,149) (7,372) (15,498)
Straight-line rent (19,510) (8,325) (9,501)
Straight-line rent (rent deferral agreements) [5]
4,649  —  — 
Amortization of mortgage premiums and discounts on borrowings
(2,126) (3,816) (3,790)
Loss on non-designated derivatives —  — 
Mark-to-market adjustments
—  —  (72)
Equity-based compensation 13,036  12,717  5,266 
Amortization of deferred financing costs, net and change in accrued interest
7,846  7,510  6,740 
Goodwill impairment [6]
—  1,605  — 
Proportionate share of adjustments for non-controlling interests to arrive at AFFO
(2) (8) (19)
AFFO attributable to common stockholders [1]
$ 97,969  $ 104,888  $ 103,031 
__________
[1]FFO and AFFO for the year ended December 31, 2019 includes income from a lease termination fee of $7.6 million, which is recorded in Revenue from tenants in the consolidated statements of operations. While such termination payments occur infrequently, they represent cash income for accounting and tax purposes and as such management believes they should be included in both FFO and AFFO, consistent with what we believe to be general industry practice.
[2]Includes primarily prepayment costs incurred in connection with early debt extinguishment as well as litigation costs related to the Merger. Litigation costs related to the Merger were previously presented in a separate line within the table above.
[3]Included in “Other income” in our consolidated statement of operations and comprehensive loss.
[4]Reflects legal costs incurred during the year ended December 31, 2020 related to disputes with tenants due to store closures or other challenges resulting from COVID-19. The tenants involved in these disputes had not recently defaulted on their rent and, prior to the second and third quarters of 2020, had recently exhibited a pattern of regular payment. Based on the tenants involved in these matters, their history of rent payments, and the impact of the pandemic on current economic conditions, we view these costs as COVID-19-related and separable from our ordinary general and administrative expenses related to tenant defaults. We engaged counsel in connection with these issues separate and distinct from counsel we typically engage for tenant defaults. The amount reflects what the we believe to be only those incremental legal costs above what we typically incur for tenant-related dispute issues. We may continue to incur these COVID-19 related legal costs in the future.
[5]Represents the amount of deferred rent pursuant to lease negotiations which qualify for FASB relief for which rent was deferred but not reduced. These amounts are included in the straight-line rent receivable on our consolidated balance sheet but are considered to be earned revenue attributed to the current period for purposes of AFFO as they are expected to be collected. For rent abatements (including those qualified for FASB relief), where contractual rent has been reduced, the reduction is reflected over the remaining lease term for accounting purposes but represents a permanent reduction and we have, accordingly reduced our AFFO.
[6]This is a non-cash item and is added back as it is not considered a part of operating performance.
Net Operating Income
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate. NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss).
We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unleveraged basis. We use NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss).
58

Table of Contents
NOI excludes certain items included in calculating net income (loss) in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay dividends.
The following table reflects the items deducted from or added to net loss attributable to stockholders in our calculation of NOI for the year ended December 31, 2020:
(In thousands) Same Store Acquisitions Disposals Non-Property Specific Total
Net loss attributable to common stockholders (in accordance with GAAP) $ 11,908  $ 24,254  $ 4,410  $ (87,222) $ (46,650)
Asset management fees to related party
—  —  —  27,829  27,829 
Impairment of real estate investments
12,621  289  —  —  12,910 
Acquisition and transaction related
1,093  —  1,824  2,921 
Equity-based compensation
—  —  —  13,036  13,036 
General and administrative
1,293  85  18,300  19,683 
Depreciation and amortization
119,656  17,781  22  —  137,459 
Interest expense
66,061  —  —  12,406  78,467 
Gain on sale/exchange of real estate investments (2,179) —  (4,277) —  (6,456)
Other income
(107) —  —  (917) (1,024)
    Gain on non-designated derivatives —  —  — 
Allocation for preferred stock —  —  —  14,788  14,788 
Net loss attributable to non-controlling interests
—  —  —  (44) (44)
NOI $ 210,355  $ 42,413  $ 160  $   $ 252,928 

The following table reflects the items deducted from or added to net loss attributable to stockholders in our calculation of NOI for the year ended December 31, 2019:
(In thousands)
Same Store [1]
Acquisitions Disposals Non-Property Specific Total
Net loss attributable to common stockholders (in accordance with GAAP) $ 45,281  $ 9,757  $ 24,917  $ (83,056) $ (3,101)
Asset management fees to related party
—  —  —  25,695  25,695 
Impairment of real estate investments
—  —  827  —  827 
Acquisition and transaction related
4,620  —  —  1,637  6,257 
Equity-based compensation
—  —  —  12,717  12,717 
General and administrative
1,184  12  19,176  20,375 
Depreciation and amortization
116,929  6,018  1,766  —  124,713 
Goodwill impairment
—  —  —  1,605  1,605 
Interest expense
60,716  —  —  17,278  77,994 
Gain on sale of real estate investments
—  —  (23,690) —  (23,690)
Other income
(1,309) —  (2) (2,316) (3,627)
Allocation for preferred stock —  —  —  7,248  7,248 
Net loss attributable to non-controlling interests
—  —  —  16  16 
NOI $ 227,421  $ 15,787  $ 3,821  $   $ 247,029 
59

Table of Contents
_______
[1]NOI for the year ended December 31, 2019 includes income from a lease termination fee of $7.6 million, which is recorded in revenue from tenants in the consolidated statements of operations. While such termination payments occur infrequently, they represent cash income for accounting and tax purposes.
Dividends and Distributions
During the period of January 2018 through July 2018, we paid dividends on our common stock on a monthly basis at an annualized rate equal to a rate of $1.30 per annum, per share of common stock. Since listing our Class A common stock on Nasdaq in July 2018 and through March 31, 2020, we paid dividends on our Class A common stock at an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis. In March 2020, our board of directors approved a reduction in our annualized dividend to $0.85 per share, or $0.0708333 per share on a monthly basis, due to the uncertain and rapidly changing environment caused by the COVID-19 pandemic. The new dividend rate became effective beginning with our April 1 dividend declaration. Historically, and through September 30, 2020, we declared dividends based on monthly record dates and generally paid dividends, once declared, on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to Class A common stock holders of record on the applicable record date. On August 27, 2020, our board of directors approved a change in our Class A common stock dividend policy. Subsequent dividends authorized by our board of directors on shares of our Class A common stock have been, and we anticipate will continue to be, paid on a quarterly basis in arrears on the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to Class A common stockholders of record on the record date for such payment. This change affected the frequency of dividend payments only, and did not impact the annualized dividend rate on Class A common stock of $0.85. The amount of dividends payable on our Class A common stock to our common stock holders is determined by our board of directors and is dependent on a number of factors, including funds available for dividends, our financial condition, provisions in our Credit Facility or other agreements that may restrict our ability to pay dividends, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT.
Dividends on our Series A Preferred Stock accrue in an amount equal to $1.875 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date.
Dividends on our Series C Preferred Stock accrue in an amount equal to $1.844 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series C Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. The first dividend for the Series C Preferred Stock will be paid on April 15, 2021 and will represent an accrual for more than a full quarter, covering the period from December 18, 2020 to March 31, 2021.
Our Credit Facility contains provisions restricting our ability to pay distributions, including paying cash dividends on equity securities (including the Series A Preferred Stock and Series C Preferred Stock). On November 4, 2019, we entered into an amendment to the Credit Facility easing these restrictions and the amendment to the Credit Facility we entered into in July 2020 also eased these restrictions during the Adjustment Period. During the Adjustment Period, (i) we are permitted to continue to pay dividends on the Series A Preferred Stock and Class A common stock at the current annualized per-share rates without satisfying any further tests for the fiscal quarter ended June 30, 2020 and the fiscal quarter ended September 30, 2020, and (ii) we will generally be permitted to pay dividends on the Series C Preferred Stock, the Series A Preferred Stock and Class A common stock and other distributions in an aggregate amount of up to 105% of annualized MFFO (as defined in the Credit Facility) for a look-back period of two consecutive fiscal quarters for the fiscal quarter ended December 31, 2020 and a look-back period of three consecutive fiscal quarters for the fiscal quarter ending March 31, 2021 if, as of the last day of the period, after giving effect to the payment of those dividends and distributions, we have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $125.0 million. If we do not satisfy this requirement, the applicable threshold percentage of MFFO is 95% instead of 105%. Following the Adjustment Period, we will generally be permitted to pay dividends on the Series C Preferred Stock, Series A Preferred Stock, and Class A common stock and other distributions for any fiscal quarter in an aggregate amount of up to 105% of annualized MFFO for a look-back period of four consecutive fiscal quarters but only if, as of the last day of the period, after giving effect to the payment of those dividends and distributions, we are able to satisfy a maximum leverage ratio and maintain a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $60 million. If these conditions are not satisfied, the applicable threshold percentage of MFFO will be 95% instead of 105%. If applicable, during the continuance of an event of default under the Credit Facility, we may not pay dividends or other distributions in excess of the amount necessary for us to maintain our status as a REIT.
During the Adjustment Period, we may not repurchase shares by tender offer or otherwise. Following the Adjustment Period, we will be able to make repurchases if we satisfy a maximum leverage ratio after giving effect to the repurchase and
60

Table of Contents
also have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $40.0 million.
In November 2019 and July 2020, we entered into amendments to the Credit Facility easing the restrictions on distributions therein. There is no assurance that the lenders will consent to any additional amendments to the Credit Facility that may become necessary to maintain compliance with the Credit Facility.
During the year ended December 31, 2020, cash used to pay dividends on our Class A common stock, dividends on our Series A Preferred Stock, distributions on our LTIP Units and distributions for limited partnership units that correspond to shares of our Class A common stock was generated from cash flows provided by operations and cash on hand, which consisted of proceeds from financings and sales of real estate investments. We are required to begin paying dividends on the Series C Preferred Stock in April 2021. If we need to continue to identify financing sources other than operating cash flows to fund dividends at their current level, there can be no assurance that other sources will be available on favorable terms, or at all.
Complying with the restriction on the payment of dividends and other distributions in our Credit Facility may limit our ability to incur additional indebtedness and use cash that would otherwise be available to us. Funding dividends from borrowings restricts the amount we can borrow for property acquisitions and investments. Using proceeds from the sale of assets or the issuance of our Class A common stock, Series A Preferred Stock, Series C Preferred Stock or other equity securities to fund dividends rather than invest in assets will likewise reduce the amount available to invest. Funding dividends from the sale of additional securities could also dilute our stockholders.
The following table shows the sources for the payment of dividends to common stockholders, including dividends on unvested restricted shares and other dividends and distributions for the periods indicated:
Three Months Ended Year Ended December 31, 2020
March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020
(In thousands) Amount Percentage of Dividends Amount Percentage of Dividends Amount Percentage of Dividends Amount Percentage of Dividends Amount Percentage of Dividends
Dividends and other cash distributions:
Cash dividends paid to common stockholders $ 29,831  $ 23,058  $ 23,062  $ — 
[2]
$ 75,951 
[2]
Cash dividends paid to preferred stockholders 3,300  3,619  3,618  3,630 
[3]
14,167 
[3]
Cash distributions on LTIP Units
123  97  95  96  411 
Cash distributions on Class A Units
48  36  37  — 
[2]
121 
Total dividends and other cash distributions paid
$ 33,302  $ 26,810  $ 26,812  $ 3,726  $ 90,650 
Source of dividend and other cash distributions coverage:
Cash flows provided by operations [1]
$ 24,080  72.3  % $ 25,164  93.9  % $ 20,581  76.8  % $ 3,726  100.0  % $ 90,650 
[1]
100.0  %
Available cash on hand 9,222  27.7  % 1,646  6.1  % 6,231  23.2  % —  —  % — 
[1]
—  %
Total sources of dividend and other cash distributions coverage
$ 33,302  100.0  % $ 26,810  100.0  % $ 26,812  100.0  % $ 3,726  100.0  % $ 90,650  100.0  %
Cash flows provided by operations (GAAP basis) $ 24,080  $ 25,164  $ 20,581  $ 22,892  $ 92,717 
Net loss (in accordance with GAAP) $ (9,153) $ (21,803) $ (7,091) $ (8,603) $ (46,650)
________
[1] Year-to-date totals do not equal the sum of the quarters. Each quarter and year-to-date period is evaluated separately for purposes of this table.
[2] As more fully discussed in Note 8 - Stockholder’s Equity and Non-controlling interests - Dividend and Distributions beginning with the fourth quarter of 2020, we changed our dividend policy from a monthly to a quarterly payment. Dividends relating to the fourth quarter of 2020 on our Class A common stock totaling $23.1 million were declared and paid in January 2021. Because these dividends were not declared prior to December 31, 2020, they are not accrued in our financial statements until 2021.
[3] Our Series C Preferred Stock was first issued in December 2020, and we are required to begin paying dividends on the Series C Preferred Stock in April 2021. The first quarterly dividend will include amounts attributable to December 2020 in addition to the amounts attributable for the quarter ending March 31, 2021. Because these dividends were not declared prior to December 31, 2020, they are not accrued in our financial statements until 2021.
61

Table of Contents
Loan Obligations
The payment terms of certain of our mortgage loan obligations require principal and interest payments monthly, with all unpaid principal and interest due at maturity. Our loan agreements stipulate that we comply with specific reporting covenants. As of December 31, 2020, we were in compliance with the debt covenants under our loan agreements.
Contractual Obligations
The following table reflects contractual debt obligations under our mortgage notes payable based on anticipated repayment dates, as well as minimum base rental cash payments due for leasehold interests over the next five years and thereafter as of December 31, 2020. These minimum base rental cash payments due for leasehold interests amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items:
    Years Ending December 31,  
(In thousands) Total 2021 2022-2023 2024-2025 Thereafter
Principal on mortgage notes payable $ 1,528,632  $ 110,471  $ 4,954  $ 868,058  $ 545,149 
Interest on mortgage notes payable 293,449  55,909  103,530  91,292  42,718 
Principal on Credit Facility [1]
280,857  —  280,857  —  — 
Interest on Credit Facility 18,151  7,831  10,320  —  — 
Ground lease rental payments due 52,112  1,515  3,081  3,158  44,358 
$ 2,173,201  $ 175,726  $ 402,742  $ 962,508  $ 632,225 
__________
[1]The Credit Facility matures on April 26, 2022 and we have a one-time right, subject to customary conditions, to extend the maturity date for an additional term of one year to April 26, 2023.
Several of the loan agreements on our mortgage notes payable feature anticipated repayment dates in advance of the stated maturity dates. Please see Note 4 — Mortgage Notes Payable, Net to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Election as a REIT
We elected to be taxed as a REIT under Sections 856 through 860 of the Code, effective for our taxable year ended December 31, 2013. We believe that, commencing with such taxable year, we have been organized and have operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner, but can provide no assurances that we will operate in a manner so as to remain qualified as a REIT. To continue to qualify for taxation as a REIT, we must distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on the portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties, as well as federal income and excise taxes on our undistributed income.
Inflation
Some of our leases with our tenants contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. However, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related-Party Transactions and Agreements
Please see Note 10 — Related Party Transactions and Arrangements to our consolidated financial statements included in this Annual Report on Form 10-K.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
62

Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates.  Our long-term debt, which consists of secured financings, bears interest at fixed rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus are not exposed to foreign currency fluctuations.
As of December 31, 2020, our fixed rate debt consisted of secured mortgage financings with a gross carrying value of $1.5 billion, which approximates their fair value. Changes in market interest rates on our fixed-rate debt impact its fair value, but it has no impact on interest expense incurred or cash flow. For instance, if interest rates rise 100 basis points and our fixed-rate debt balance remains constant, we expect the fair value of our obligation to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed–rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2020 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by $63.5 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by $67.5 million.
As of December 31, 2020, our variable-rate debt consisted of our Credit Facility and one secured mortgage, which had carrying values of $280.9 million and $34.0 million, respectively. The Credit Facility had a fair value of $278.8 million and the carrying amount of mortgage note payable approximated its fair value. Interest rate volatility associated with the Credit Facility affects interest expense incurred and cash flow. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from December 31, 2020 levels with all other variables held constant. A 100 basis point increase or decrease in variable rates on the Credit Facility would increase or decrease our interest expense by $3.1 million.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs, and, assuming no other changes in our capital structure. The information presented above includes only those exposures that existed as of December 31, 2020 and does not consider exposures or positions arising after that date. The information represented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
Item 8. Financial Statements and Supplementary Data.
The information required by this Item 8 is hereby incorporated by reference to our Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.
Our Chief Executive Officer and Chief Financial Officer, carried out an evaluation, together with other members of our management, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective December 31, 2020 at a reasonable level of assurance.
Management’s Annual Reporting on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
63

Table of Contents
Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on its assessment, our management concluded that, as of December 31, 2020, our internal control over financial reporting was effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which is included on page F-2 in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2020, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Stockholder Rights Plan Amendment
On February 25, 2021, we amended our rights agreement with Computershare Trust Company, N.A., as Rights Agent, solely to extend the expiration date of the rights under the stockholder rights plan from April 12, 2021 to April 12, 2024, unless earlier exercised, exchanged, amended, redeemed, or terminated. Please see Note 8 — Stockholder’s Equity and Non-controlling Interest — Stockholder Rights Plan for additional information on the plan.
The foregoing description of the material terms of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as an exhibit to this Annual Report on Form 10-K and incorporated herein by reference.

64

Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a Code of Business Conduct and Ethics that applies to all of our executive officers and directors, including but not limited to, our principal executive officer and principal financial officer. A copy of our code of ethics may be obtained, free of charge, by sending a written request to our executive office: 650 Fifth Avenue – 30th Floor, New York, NY 10019, Attention: Chief Financial Officer. Our Code of Business Conduct and Ethics is also publicly available on our website at www.americanfinancetrust.com. If we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on that website or in a Current Report on Form 8-K.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2021 annual meeting of stockholders to be filed not later than 120 days after the end of the 2020 fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2021 annual meeting of stockholders to be filed not later than 120 days after the end of the 2020 fiscal year, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2021 annual meeting of stockholders to be filed not later than 120 days after the end of the 2020 fiscal year, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2021 annual meeting of stockholders to be filed not later than 120 days after the end of the 2020 fiscal year, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2021 annual meeting of stockholders to be filed not later than 120 days after the end of the 2020 fiscal year, and is incorporated herein by reference.
65

Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)    Financial Statement Schedules
See the Index to Consolidated Financial Statements at page F-1 of this report.
The following financial statement schedules are included herein beginning at page F-36 of this report:
    Schedule III — Real Estate and Accumulated Depreciation — Part I
    Schedule III — Real Estate and Accumulated Depreciation — Part II
(b)    Exhibits
EXHIBIT INDEX
The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2020 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No.    Description
3.1 *
Articles of Restatement
3.2 (1)
Fourth Amended and Restated Bylaws
3.3 (2)
Amendment to Fourth Amended and Restated Bylaws of American Finance Trust, Inc.
4.1 (1)
Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated as of July 19, 2018
4.2 (3)
First Amendment to Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated as of November 6, 2018
4.3 (4)
Second Amendment, dated March 22, 2019, to the Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P, dated as of July 19, 2018
4.4 (5)
Third Amendment, dated May 8, 2019, to the Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P, dated as of July 19, 2018
4.5 (6)
Fourth Amendment, dated September 6, 2019, to the Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated July 19, 2018
4.6 (7)
Fifth Amendment, dated October 4, 2019, to the Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated July 19, 2018
4.7 (8)
Sixth Amendment, dated December 16, 2020, to the Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated July 19, 2018.
4.8 (9)
Seventh Amendment, dated January 13, 2021, to the Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated July 19, 2018
4.9 (1)
Amended and Restated Distribution Reinvestment Plan
4.10 (10)
Master Indenture, dated as of May 30, 2019, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, and Citibank, N.A., as indenture trustee
4.11 (11)
Series 2019 I Indenture Supplement, dated as of May 30, 2019, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, and Citibank, N.A., as indenture trustee
4.12 *
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
4.13 (2)
Rights Agreement, dated April 13, 2020, between American Finance Trust, Inc. and Computershare Trust Company, N.A., as Rights Agent
4.14 *
Amendment to Rights Agreement dated as of February 25, 2021, between American Finance Trust, Inc. and Computershare Trust Company, N.A., as Rights Agent
10.1 (5)
Equity Distribution Agreement, May 8, 2019, among the American Finance Trust, Inc., American Finance Operating Partnership, L.P., BMO Capital Markets Corp., BBVA Securities Inc., Capital One Securities, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC and SunTrust Robinson Humphrey, Inc. (Class A common stock)
10.2 (12)
Amendment No. 1, dated as of June 25, 2019, to Equity Distribution Agreement, dated May 8, 2019, among American Finance Trust, Inc., American Finance Operating Partnership, L.P., BMO Capital Markets Corp., BBVA Securities Inc., B. Riley FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., SunTrust Robinson Humphrey, Inc. and SG Americas Securities, LLC (Class A Common Stock)
66

Table of Contents
Exhibit No.    Description
10.3 (5)
Equity Distribution Agreement, May 8, 2019, among the American Finance Trust, Inc., American Finance Operating Partnership, L.P., BMO Capital Markets Corp., BBVA Securities Inc., Capital One Securities, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC and SunTrust Robinson Humphrey, Inc. (Series A Preferred Stock)
10.4 (12)
Amendment No. 1, dated as of June 25, 2019, to Equity Distribution Agreement, dated May 8, 2019, among American Finance Trust, Inc., American Finance Operating Partnership, L.P., BMO Capital Markets Corp., BBVA Securities Inc., B. Riley FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., SunTrust Robinson Humphrey, Inc. and D.A. Davidson & Co. (Series A Preferred Stock)
10.5 (7)
Amendment No. 2, dated as of October 4, 2019, to Equity Distribution Agreement, dated May 8, 2019, among American Finance Trust, Inc., American Finance Operating Partnership, L.P., BMO Capital Markets Corp., BBVA Securities Inc., B. Riley FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., SunTrust Robinson Humphrey, Inc. and D.A. Davidson & Co. (Series A Preferred Stock)
10.6 (9)
Amendment No. 3, dated as of January 13, 2021, to Equity Distribution Agreement, dated May 8, 2019, among American Finance Trust, Inc., American Finance Operating Partnership, L.P., and BMO Capital Markets Corp., BBVA Securities Inc., B. Riley Securities, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., Truist Securities, Inc. and D.A. Davidson & Co. (Series A Preferred Stock)
10.7 (13)
Third Amended and Restated Advisory Agreement, dated as of September 6, 2016, by and among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American Finance Advisors, LLC
10.8 (1)
Amendment No. 1 to the Third Amended and Restated Advisory Agreement, dated July 19, 2018, among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American Finance Advisors, LLC
10.9 (14)
Amendment No. 2, dated as of March 18, 2019, to the Third Amended and Restated Advisory Agreement, by and among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American Finance Advisors, LLC
10.10 (15)
Amendment No. 3, dated as of March 30, 2020, to the Third Amended and Restated Advisory Agreement, by and among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American Finance Advisors, LLC
10.11 (16)
Amendment No. 4, dated as of January 13, 2021, to the Third Amended and Restated Advisory Agreement, by and among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American Finance Advisors, LLC
10.12 (13)
Amended and Restated Property Management Agreement, dated as of September 6, 2016, by and among American Finance Trust, Inc. and American Finance Properties, LLC (as assignee of American Realty Capital Retail Advisor, LLC)
10.13 (17)
First Amendment to Amended and Restated Property Management Agreement, dated as of December 8, 2017, by and among American Finance Trust, Inc. and American Finance Properties, LLC and certain subsidiaries of American Finance Operating Partnership, LP
10.14 (18)
Second Amendment, dated as of November 4, 2020, to Amended and Restated Property Management Agreement, by and among American Finance Trust, Inc., American Finance Properties, LLC and certain subsidiaries of American Finance Operating Partnership, L.P.
10.15 (17)
Form of Property Management Agreement by and between American Finance Properties, LLC and certain subsidiaries of American Finance Operating Partnership, LP
10.16 (13)
Amended and Restated Leasing Agreement, dated as of September 6, 2016, by and among American Finance Trust, Inc. and American Finance Properties, LLC (as assignee of American Realty Capital Retail Advisor, LLC)
10.17 (18)
First Amendment, dated as of November 4, 2020, to Amended and Restated Leasing Agreement, by and between American Finance Trust, Inc. and American Finance Properties, LLC
10.18 (13)
Amended and Restated Property Management and Leasing Agreement, dated as of September 6, 2016, by and among American Finance Trust, Inc., American Finance Trust Operating Partnership, L.P. and American Finance Properties, LLC
10.19 (18)
First Amendment, dated as of August 27, 2020, to Amended and Restated Property Management and Leasing Agreement, by and among American Finance Trust, Inc., American Finance Trust Operating Partnership L.P. and American Finance Properties, LLC
10.20 (19)
Property Management and Leasing Agreement, dated as of December 18, 2019, by and among American Finance Properties, LLC, ARC HR5SSRI001, LLC, ARC HR5SSMA003, LLC, ARC HR5SSMA001, LLC and ARC HR5SSMA002, LLC
10.21 (25)
Property Management and Leasing Agreement, dated as of July 24, 2020, by and among the parties identified on Exhibit A thereto and American Finance Properties, LLC
67

Table of Contents
Exhibit No.    Description
10.22 (11)
Property Management and Servicing Agreement, dated as of May 30, 2019, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, American Finance Properties, LLC, as property manager and special servicer, KeyBank National Association, as back-up manager, and Citibank N.A., as indenture trustee
10.23 (19)
Amendment, dated as of February 3, 2020, to the Property Management and Servicing Agreement, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, American Finance Properties, LLC, as property manager and special servicer, KeyBank National Association, as back-up manager, and Citibank N.A., as indenture trustee
10.24 (11)
Guaranty, dated as of May 30, 2019, by American Finance Operating Partnership, L.P. for the benefit of Citibank N.A., as indenture trustee
10.25 (20)
Form of Restricted Share Award Agreement (Directors - Pre-Listing)
10.26 (21)
Indemnification Agreement by and among American Finance Trust, Inc., Peter M. Budko, Robert H. Burns, David Gong, William M. Kahane, Stanley R. Perla, Nicholas Radesca, Nicholas S. Schorsch, Edward M. Weil, Jr., American Realty Capital Advisors V, LLC, AR Capital, LLC and RCS Capital Corporation, dated December 31, 2014
10.27 (22)
Credit Agreement, dated as of April 26, 2018, by and among American Finance Operating Partnership, L.P., the guarantors party thereto, the lenders from time to time party thereto, Citizens Bank N.A. and SunTrust Robinson Humphrey, Inc., as syndication agents, and BMO Harris Bank N.A., as administrative agent
10.28 (3)
First Amendment to Credit Agreement, dated as of September 24, 2018, among American Finance Operating Partnership, L.P., Genie Acquisition, LLC, American Finance Trust, Inc., the lenders party thereto and BMO Harris Bank N.A.
10.29 (23)
Second Amendment, dated as of November 4, 2019, to Credit Agreement, dated as of April 26, 2018, by and among American Finance Operating Partnership, L.P., the guarantors party thereto, the lenders party thereto, and BMO Harris Bank N.A., as administrative agent
10.30 (17)
Loan Agreement dated as of December 8, 2017 among Societe Generale and UBS AG as Lenders and certain subsidiaries of American Finance Operating Partnership, LP, as Borrowers
10.31 (17)
Guaranty of Recourse Obligations dated as of December 8, 2017 by American Finance Trust, Inc. in favor of Societe Generale and UBS AG
10.32 (3)
Form of Restricted Share Award Agreement (Directors - Post-Listing)
10.33 (1)
Advisor Multi-Year Outperformance Award Agreement, dated as of July 19, 2018, between American Finance Operating Partnership, L.P. and America Finance Advisors, LLC
10.34 (24)
First Amendment, dated as of March 6, 2019, to 2018 Advisor Multi-Year Outperformance Award Agreement, dated as of July 19, 2018, between American Finance Operating Partnership, L.P. and America Finance Advisors, LLC

10.35 (1)
2018 Advisor Omnibus Incentive Compensation Plan
10.36 (1)
2018 Omnibus Incentive Compensation Plan
10.37 (1)
Form of Indemnification Agreement (Post-Listing)
10.38 (25)
Loan Agreement, dated as of July 24, 2020, by and among the entities listed on Schedule I thereto, as borrowers, and Column Financial, Inc., as lender
10.39 (25)
Limited Recourse Guaranty, dated as of July 24, 2020, by American Finance Operating Partnership, L.P. in favor of Column Financial, Inc.
10.40 (25)
Environmental Indemnity Agreement, dated as of July 24, 2020, by and among the entities listed on Schedule I thereto, American Finance Operating Partnership, L.P. and Column Financial, Inc.
10.41 (25)
Third Amendment to Credit Agreement and Consent, entered into as of July 24, 2020 and effective as of April 1, 2020, among American Finance Operating Partnership, L.P., a Delaware limited partnership, Genie Acquisition, LLC, American Finance Trust, Inc., the other guarantors party thereto, the lenders party hereto, and BMO Harris Bank N.A., as administrative agent
10.42 (18)
Form of Restricted Share Award Agreement (Officers)
10.43 (9)
Equity Distribution Agreement, dated January 13, 2021, by and among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and BMO Capital Markets Corp., BBVA Securities Inc., B. Riley Securities, Inc., Citizens Capital Markets, Inc., D.A. Davidson & Co., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc. and Truist Securities, Inc. (Series C Preferred Stock)
16.1 (14)
Letter from KPMG LLP to the Securities and Exchange Commission dated March 18, 2019
21.1 *
List of Subsidiaries
23.1 *
Consent of PricewaterhouseCoopers LLP
23.2 *
Consent of KPMG LLP
68

Table of Contents
Exhibit No.    Description
31.1 *
Certification of the Principal Executive Officer of American Finance Trust, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *
Certification of the Principal Financial Officer of American Finance Trust, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 *
Written statements of the Principal Executive Officer and Principal Financial Officer of American Finance Trust, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH * Inline XBRL Taxonomy Extension Schema Document.
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 * Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
____________________
*     Filed herewith.
(1)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 19, 2018.
(2)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on April 13, 2020.
(3)Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed with the SEC on November 6, 2018.
(4)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 25, 2019.
(5)Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 8, 2019.
(6)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 6, 2019.
(7)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 4, 2019.
(8)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 16, 2020.
(9)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 13, 2021.
(10)Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019.
(11)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 31, 2019.
(12)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 25, 2019.
(13)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 7, 2016.
(14)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 18, 2019.
(15)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 30, 2020.
(16)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 13, 2021.
(17)Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 19, 2018.
(18)Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the SEC on November 5, 2020.
(19)Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 27, 2020.
(20)Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the SEC on August 11, 2016.
(21)Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on May 15, 2015.
(22)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 2, 2018.
(23)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on November 7, 2019.
(24)Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 7, 2019.
(25)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 28, 2020.
Item 16. Form 10-K Summary.
Not applicable.
69

Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized this 25th day of February, 2021.
  AMERICAN FINANCE TRUST, INC.
  By: /s/ EDWARD M. WEIL, JR.
    EDWARD M. WEIL, JR.
    CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Capacity Date
/s/ Edward M. Weil, Jr. Chief Executive Officer, President and Chairman of the Board of Directors
(Principal Executive Officer)
February 25, 2021
Edward M. Weil, Jr.
/s/ Katie P. Kurtz Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
February 25, 2021
Katie P. Kurtz
/s/ Lisa D. Kabnick Lead Independent Director February 25, 2021
Lisa D. Kabnick
/s/ Stanley Perla Independent Director February 25, 2021
Stanley Perla
/s/ Leslie D. Michelson Independent Director February 25, 2021
Leslie D. Michelson
/s/ Edward G. Rendell Independent Director February 25, 2021
Edward G. Rendell
70

Table of Contents
AMERICAN FINANCE TRUST, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
F-2
F-5
F-6
F-7
F-8
F-10
Financial Statement Schedules:
Schedule III — Real Estate and Accumulated Depreciation — Part I
F-57
F-84
F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of American Finance Trust, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of American Finance Trust, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019 and the related consolidated statements of operations and comprehensive loss, of changes in equity and of cash flows for each of the two years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the accompanying index for each of the two years in the period ended December 31, 2020 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Reporting on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Purchase Price Allocations for Property Acquisitions
As described in Notes 2 and 3 to the consolidated financial statements, the Company completed real estate acquisitions with consideration paid for acquired real estate investments, net of liabilities assumed of $220.4 million for the year ended December 31, 2020. For acquired properties with leases classified as operating leases, management allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. Management utilizes various estimates, processes and information to determine the as-if vacant property value. Management estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates and land values per square foot. Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.
The principal considerations for our determination that performing procedures relating to purchase price allocations for property acquisitions is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of tangible and intangible assets acquired and liabilities assumed; (ii) a high degree of auditor judgment and subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to capitalization rates, fair market lease rates, discount rates and land values per square foot; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to purchase price allocations for property acquisitions, including controls over management’s valuation of tangible and intangible assets acquired and liabilities assumed and controls over development of the assumptions used in the valuation of tangible and intangible assets acquired and liabilities assumed, related to capitalization rates, fair market lease rates, discount rates and land values per square foot. These procedures also included, among others, (i) reading the purchase agreements and lease documents; (ii) testing the completeness and accuracy of underlying data used by management in the fair value estimates; and (iii) testing management’s process for estimating the fair value of tangible and intangible assets acquired and liabilities assumed, including testing management’s projected cash flows and evaluating the accuracy of valuation outputs. Testing management’s process included evaluating the appropriateness of the valuation methods and reasonableness of the significant assumptions, related to capitalization rates, fair market lease rates, discount rates and land values per square foot. Evaluating the reasonableness of the significant assumptions included considering whether these assumptions were consistent with external market data, comparable transactions, and evidence obtained in other areas of the audit. In conjunction with certain purchase price allocations, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of certain assumptions utilized by management, related to capitalization rates, fair market lease rates, discount rates and land values per square foot.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 25, 2021

We have served as the Company’s auditor since 2019.
F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
American Finance Trust, Inc.:
Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of operations and comprehensive loss, changes in equity, and cash flows of American Finance Trust, Inc. and subsidiaries for the year ended December 31, 2018, and the related notes and financial statement schedule titled Schedule III – Real Estate and Accumulated Depreciation – Part II, for the year ended December 31, 2018 (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.


/s/ KPMG LLP
We served as the Company’s auditor from 2015 to 2019.
New York, New York
March 7, 2019
F-4

Table of Contents
AMERICAN FINANCE TRUST, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
2020 2019
ASSETS  
Real estate investments, at cost:
Land
$ 723,316  $ 685,889 
Buildings, fixtures and improvements
2,830,508  2,681,485 
Acquired intangible lease assets
454,245  448,175 
Total real estate investments, at cost
4,008,069  3,815,549 
Less: accumulated depreciation and amortization
(639,367) (529,052)
Total real estate investments, net
3,368,702  3,286,497 
Cash and cash equivalents 102,860  81,898 
Restricted cash 10,537  17,942 
Deposits for real estate investments 137  85 
Deferred costs, net 16,663  17,467 
Straight-line rent receivable 66,581  46,976 
Operating lease right-of-use assets 18,546  18,959 
Prepaid expenses and other assets (including $1,939 and $503 due from related parties as of December 31, 2020 and 2019, respectively)
23,941  19,188 
Assets held for sale —  1,176 
Total assets
$ 3,607,967  $ 3,490,188 
LIABILITIES AND EQUITY    
Mortgage notes payable, net $ 1,490,798  $ 1,310,943 
Credit facility 280,857  333,147 
Below-market lease liabilities, net 78,674  84,041 
Accounts payable and accrued expenses (including $273 and $1,153 due to related parties as of December 31, 2020 and 2019, respectively)
25,210  26,817 
Operating lease liabilities 19,237  19,318 
Derivative liabilities, at fair value 123  — 
Deferred rent and other liabilities
9,794  10,392 
Dividends payable
3,675  3,300 
Total liabilities
1,908,368  1,787,958 
7.50% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 8,796,000 shares authorized, 7,842,008 and 6,917,230 issued and outstanding as of December 31, 2020 and 2019, respectively
79  69 
7.375% Series C cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 3,680,000 shares authorized and 3,535,700 issued and outstanding as of December 31, 2020 and none authorized, issued, or outstanding as of December 31, 2019
35  — 
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 108,837,209 and 108,475,266 shares issued and outstanding as of December 31, 2020 and 2019, respectively
1,088  1,085 
Additional paid-in capital 2,723,678  2,615,089 
Accumulated other comprehensive loss (123) — 
Distributions in excess of accumulated earnings (1,055,680) (932,912)
Total stockholders’ equity
1,669,077  1,683,331 
Non-controlling interests 30,522  18,899 
Total equity
1,699,599  1,702,230 
Total liabilities and equity
$ 3,607,967  $ 3,490,188 

The accompanying notes are an integral part of these consolidated financial statements.
F-5

Table of Contents
AMERICAN FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
  Year Ended December 31,
2020 2019 2018
Revenue from tenants $ 305,224  $ 299,744  $ 291,207 
Operating expenses:    
Asset management fees to related party 27,829  25,695  23,143 
Property operating expense 52,296  52,715  54,068 
Impairment of real estate investments 12,910  827  21,080 
Acquisition, transaction and other costs 2,921  6,257  7,557 
Listing fees —  —  4,988 
Vesting and conversion of Class B Units —  —  15,786 
Equity-based compensation 13,036  12,717  5,266 
General and administrative 19,683  20,375  22,733 
Depreciation and amortization 137,459  124,713  139,907 
Goodwill impairment —  1,605  — 
Total operating expenses
266,134  244,904  294,528 
Operating income (loss) before gain on sale of real estate investments 39,090  54,840  (3,321)
Gain on sale/exchange of real estate investments 6,456  23,690  31,776 
Operating income 45,546  78,530  28,455 
Other (expense) income:
Interest expense (78,467) (77,994) (66,789)
Other income 1,024  3,627  863 
Loss on non-designated derivatives (9) —  — 
Total other expense, net
(77,452) (74,367) (65,926)
Net (loss) income (31,906) 4,163  (37,471)
Net loss (income) attributable to non-controlling interests 44  (16) 62 
Allocation for preferred stock (14,788) (7,248) — 
Net loss attributable to common stockholders (46,650) (3,101) (37,409)
Other comprehensive (loss) income:
Change in unrealized (loss) gain on derivative
(123) 531  (626)
Comprehensive loss attributable to common stockholders $ (46,773) $ (2,570) $ (38,035)
Weighted-average shares outstanding — Basic and Diluted 108,404,093  106,397,296  105,560,053 
Net loss per share attributable to common stockholders — Basic and Diluted
$ (0.43) $ (0.03) $ (0.35)
 

The accompanying notes are an integral part of these consolidated financial statements.
F-6

Table of Contents
AMERICAN FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
Series A Preferred Stock Series C Preferred Stock Common Stock
  Number of
Shares
Par Value Number of
Shares
Par Value Number of
Shares
Par Value Additional Paid-in
Capital
Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Non-controlling Interests Total Equity
Balance, December 31, 2017 —  $ —  —  $ —  105,172,185  $ 1,052  $ 2,393,237  $ 95  $ (657,874) $ 1,736,510  $ 4,546  $ 1,741,056 
Common stock issued through distribution reinvestment plan —  —  —  —  990,393  10  23,238  —  —  23,248  —  23,248 
Common stock repurchases —  —  —  —  (1,142,190) (11) (20,520) —  —  (20,531) —  (20,531)
Vesting and conversion of Class B Units —  —  —  —  1,052,420  11  15,775  —  —  15,786  —  15,786 
Redemption of Class A Units —  —  —  —  30,691  —  736  —  736  (736) — 
Share-based compensation —  —  —  —  127,402  449  —  —  450  4,816  5,266 
Distributions declared on Common Stock, $1.10 per share
—  —  —  —  —  —  —  —  (116,539) (116,539) —  (116,539)
Distributions to non-controlling interest holders —  —  —  —  —  —  —  —  (225) (225) (229) (454)
Net loss —  —  —  —  —  —  —  —  (37,409) (37,409) (62) (37,471)
Other comprehensive income —  —  —  —  —  —  —  (626) —  (626) —  (626)
Balance, December 31, 2018 —  —  —  —  106,230,901  1,063  2,412,915  (531) (812,047) 1,601,400  8,335  1,609,735 
Impact of adoption of new accounting pronouncement for leases (Note 2)
—  —  —  —  —  —  —  —  (170) (170) —  (170)
Issuance of Common Stock, net —  —  —  —  2,229,647  22  31,579  —  —  31,601  —  31,601 
Issuance of Series A Preferred Stock, net 6,917,230  69  —  —  —  —  168,860  —  —  168,929  —  168,929 
Common stock repurchases —  —  —  —  (19,870) (1) (273) —  —  (274) —  (274)
Share-based compensation, net of forfeitures —  —  —  —  34,588  1,071  —  —  1,072  11,645  12,717 
Dividends declared on Common Stock, $1.10 per share
—  —  —  —  —  —  —  —  (117,100) (117,100) —  (117,100)
Dividends declared on Preferred Stock, $1.56 per share
—  —  —  —  —  —  —  —  (7,248) (7,248) —  (7,248)
Distributions to non-controlling interest holders —  —  —  —  —  —  —  —  (494) (494) (160) (654)
Net loss —  —  —  —  —  —  —  —  4,147  4,147  16  4,163 
Other comprehensive income —  —  —  —  —  —  —  531  —  531  —  531 
Rebalancing of ownership percentage —  —  —  —  —  —  937  —  —  937  (937) — 
Balance, December 31, 2019 6,917,230  69  —  —  108,475,266  1,085  2,615,089  —  (932,912) 1,683,331  18,899  1,702,230 
Issuance of Common Stock, net —  —  —  —  —  —  (239) —  —  (239) —  (239)
Issuance of Series A Preferred Stock, net 924,778  10  —  —  —  —  22,423  —  —  22,433  —  22,433 
Issuance of Series C Preferred Stock, net —  —  3,535,700  35  —  —  85,161  —  —  85,196  85,196 
Equity-based compensation —  —  —  —  361,943  1,176  —  —  1,179  11,856  13,035 
Dividends declared on Common Stock, $0.70 per share
—  —  —  —  —  —  —  —  (75,952) (75,952) —  (75,952)
Dividends declared on Preferred Stock, $1.875 per share
—  —  —  —  —  —  —  —  (14,543) (14,543) —  (14,543)
Distributions to non-controlling interest holders —  —  —  —  —  —  —  —  (411) (411) (121) (532)
Net loss —  —  —  —  —  —  —  —  (31,862) (31,862) (44) (31,906)
Other comprehensive loss —  —  —  —  —  —  —  (123) —  (123) —  (123)
Rebalancing of ownership percentage —  —  —  —  —  —  68  —  —  68  (68) — 
Balance, December 31, 2020 7,842,008  $ 79  3,535,700  $ 35  108,837,209  $ 1,088  $ 2,723,678  $ (123) $ (1,055,680) $ 1,669,077  $ 30,522  $ 1,699,599 

The accompanying notes are an integral part of these consolidated financial statements.
F-7

Table of Contents
AMERICAN FINANCE TRUST, INC.
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2020 2019 2018
Cash flows from operating activities:    
Net income (loss) $ (31,906) $ 4,163  $ (37,471)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation 88,778  78,396  84,482 
Amortization of in-place lease assets 46,496  44,795  54,439 
Amortization of deferred leasing costs 2,184  1,522  986 
Amortization (including accelerated write-off) of deferred financing costs 8,212  7,598  5,648 
Accretion of mortgage premiums and discounts on borrowings (2,126) (3,816) (3,790)
Amortization (accretion) of market lease and other intangibles, net
(6,149) (7,372) (15,518)
Equity-based compensation 13,036  12,717  5,266 
Vesting and conversion of Class B Units —  —  15,786 
Mark-to-market adjustments —  —  (72)
Loss on non-designated derivatives —  — 
Gain on sale/exchange of real estate investments (6,456) (23,690) (31,776)
Impairment of real estate investments and goodwill impairment 12,910  2,432  21,080 
Payments of prepayment costs on mortgages 807  4,491  4,224 
Changes in assets and liabilities:
Straight-line rent receivable (19,824) (9,521) (9,596)
Straight-line rent payable 314  1,196  95 
Prepaid expenses and other assets (9,139) (3,208) (4,086)
Accounts payable and accrued expenses (3,831) (1,458) 1,694 
Deferred rent and other liabilities (598) (2,675) 3,646 
Net cash provided by operating activities 92,717  105,570  95,037 
Cash flows from investing activities:
Capital expenditures (9,198) (13,652) (10,426)
Acquisitions of investments in real estate and other assets (220,412) (428,939) (241,772)
Proceeds from sale of real estate investments 6,707  34,813  66,455 
Deposits (53) 2,952  (2,472)
Net cash used in investing activities (222,956) (404,826) (188,215)
Cash flows from financing activities:    
Proceeds from mortgage notes payable 874,000  286,930  29,887 
Payments on mortgage notes payable (663,236) (69,144) (47,197)
Proceeds from credit facility 205,000  233,000  324,700 
Payments on credit facility (257,291) (224,553) (95,000)
Payments of financing costs (30,917) (10,778) (7,031)
Payments of prepayment costs on mortgages (807) (4,491) (4,224)
Common stock repurchases —  (274) (20,531)
Distributions on LTIP Units and Class A Units (532) (694) (225)
Dividends paid on common stock (75,951) (117,140) (104,824)
Dividends paid on preferred stock (14,167) (3,948) — 
Proceeds from issuance of common stock, net (211) 31,601  — 
Proceeds from issuance of Series A preferred stock, net 22,490  168,956  — 
Proceeds from issuance of Series C preferred stock, net 85,418  —  — 
Net cash provided by financing activities 143,796  289,465  75,555 
Net change in cash, cash equivalents and restricted cash 13,557  (9,791) (17,623)
Cash, cash equivalents and restricted cash, beginning of period 99,840  109,631  127,254 
Cash, cash equivalents and restricted cash, end of period $ 113,397  $ 99,840  $ 109,631 
F-8

Table of Contents
AMERICAN FINANCE TRUST, INC.
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2020 2019 2018
Cash and cash equivalents, end of period $ 102,860  $ 81,898  $ 91,451 
Restricted cash, end of period 10,537  17,942  18,180 
Cash, cash equivalents and restricted cash, end of period $ 113,397  $ 99,840  $ 109,631 
Supplemental Disclosures:
Cash paid for interest $ 72,758  $ 72,826  $ 63,839 
Cash paid for income and franchise taxes $ 720  $ 217  $ 1,100 
Non-Cash Investing and Financing Activities:
Accrued offering costs - Series A Preferred Stock $ 57  $ 27  $ — 
Accrued offering costs - Series C Preferred Stock $ 222  $ —  $ — 
Accrued offering costs - Class A common stock $ 28  $ —  $ — 
Preferred dividend declared but not yet paid
$ 3,676  $ 3,300  $ — 
Assets received through substitution $ 4,380  $ —  $ — 
Assets provided through substitution $ (2,180) $ —  $ — 
Proceeds from real estate sales used to pay off related mortgage notes payable
$ 5,586  $ 94,940  $ 90,038 
Mortgage notes payable released in connection with disposition of real estate
$ (5,586) $ (94,940) $ (90,038)
Common stock issued through distribution reinvestment plan $ —  0 $ 23,248 
Accrued capital expenditures (payable) $ 1,556  $ 355  $ 341 

The accompanying notes are an integral part of these consolidated financial statements.
F-9

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020

Note 1 — Organization
American Finance Trust, Inc. (the “Company”), is an externally managed real estate investment trust for U.S. federal income tax purposes (“REIT”) focusing on acquiring and managing a diversified portfolio of primarily service-oriented and traditional retail and distribution-related commercial real estate properties located primarily in the United States. The Company’s assets consist primarily of freestanding single-tenant properties that are net leased to “investment grade” and other creditworthy tenants and a portfolio of multi-tenant retail properties consisting primarily of power centers and lifestyle centers. The Company intends to focus its future acquisitions primarily on net leased, single-tenant service retail properties, defined as properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas, convenience, fitness, and auto services sectors. As of December 31, 2020, the Company owned 920 properties, comprised of 19.3 million rentable square feet, which were 93.9% leased, including 887 single-tenant, net leased commercial properties (849 of which are leased to retail tenants) and 33 multi-tenant retail properties.
Substantially all of the Company’s business is conducted through American Finance Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and its wholly owned subsidiaries. American Finance Advisors, LLC (the “Advisor”) manages the Company’s day-to-day business with the assistance of the Company’s property manager, American Finance Properties, LLC (the “Property Manager”). The Advisor and the Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to us. The Company also reimburses these entities for certain expenses they incur in providing these services to the Company.
Note 2 — Summary of Significant Accounting Policies
Basis of Accounting
The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. The Company has determined the OP is a VIE of which the Company is the primary beneficiary.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable.
Impacts of the COVID-19 Pandemic
During the first quarter of 2020, the global COVID-19 pandemic that has spread around the world and to every state in the United States commenced. The pandemic has had and could continue to have an adverse impact on economic and market conditions, including a global economic slowdown or recession. The continued rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. The Company believes the estimates and assumptions underlying its consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2020, however uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of December 31, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates.
The financial stability and overall health of tenants is critical to the Company’s business. The negative effects that the global pandemic has had on the economy includes the closure or reduction in activity for many retail operations such as some
F-10

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
of those operated by the Company’s tenants (e.g., restaurants). This has impacted the ability of some of the Company’s tenants to pay their monthly rent either temporarily or in the long-term. The Company has experienced delays in rent collections in the second, third and fourth quarters of 2020. The Company has taken a proactive approach to achieve mutually agreeable solutions with its tenants and in some cases, in the second, third and fourth quarters of 2020, the Company has executed several types of lease amendments. These agreements include deferrals and abatements (i.e. rent credits) and also may include extensions to the term of the leases.
For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which does not apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC have provided relief that allows companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, the Company would be required to apply modification accounting including assessing classification under ASC 842.
Some, but not all of the Company’s lease modifications qualify for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, the Company has elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease.
For leases not qualifying for this relief, the Company has applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants.
In addition to the proactive measures taken on rent collections, the Company has taken additional steps to maximize its flexibility related to its liquidity and minimize the related risk during this uncertain time. In March and April 2020, consistent with the Company’s plans to acquire additional properties, the Company borrowed an additional $170.0 million and $20 million, net, respectively, under its revolving unsecured corporate credit facility (the “Credit Facility”). Additionally, on March 30, 2020, the Company announced a reduction in the Company’s dividend, beginning in the second quarter of 2020, reducing the cash needed to fund dividend payments by approximately $27.2 million per year based on shares outstanding at that time. In addition, on July 24, 2020, the Company and its lenders modified the terms of its Credit Facility including, among other things, the covenants to provide more operating flexibility. In connection with the Company’s refinancing of certain mortgage debt in July 2020, the Company repaid approximately $197 million outstanding under its Credit Facility. The Company repaid an additional $25 million outstanding under its Credit Facility in December 2020 using cash on hand (see Note 4Mortgage Notes Payable, Net for additional information).
However, the ultimate impact on the Company’s future results of operations, its liquidity and the ability of its tenants to continue to pay rent will depend on the overall length and severity of the COVID-19 pandemic, which management is unable to predict.
Out-of-Period Adjustments
During the three months ended March 31, 2019, the Company identified certain historical errors in its accounting for its land leases (as lessee) which impacted the previously issued quarterly and annual financial statements. Specifically, the Company did not consider whether a penalty would be considered to exist for impairment of leasehold improvements when considering whether to include certain extension options in the lease term for accounting purposes. The land leases related to property acquired between 2013 and 2017. As of December 31, 2018, the cumulative impact of using the appropriate lease term in its straight line rent expense calculations for the operating leases was an understatement of rent expense and accrued rent liability of $0.9 million. The Company concluded that the errors noted above were not material to the current period or any historical periods presented and, accordingly, the Company adjusted the amounts on a cumulative basis in the first quarter of 2019.

F-11

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Revenue Recognition
The Company’s revenues, which are derived primarily from lease contracts, which include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of December 31, 2020, these leases had an average remaining lease term of approximately 8.8 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants, unbilled rents receivable that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, the Company elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, the Company also elected to reflect prior revenue and reimbursements reported under ASC 842 also on a single line. For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.
The following table presents future base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items:
(In thousands) Future Base Rent Payments
2021 $ 268,535 
2022 259,400 
2023 246,195 
2024 228,959 
2025 210,543 
Thereafter 1,307,238 
  $ 2,520,870 
The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the year ended December 31, 2020, 2019 and 2018, approximately $1.1 million, $0.9 million and $0.9 million, respectively, in contingent rental income is included in revenue from tenants in the consolidated statements of operations and comprehensive loss.
The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard adopted on January 1, 2019 (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If the Company determines that it’s probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it’s not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable. In the second, third and fourth quarters of 2020, this assessment
F-12

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
included consideration of the impacts of the COVID-19 pandemic on the ability of our tenants to pay rents in accordance with their contracts. The assessment included all of the Company’s tenants with a focus on the Company’s multi-tenant retail properties which have been more negatively impacted by the COVID-19 pandemic than the Company’s single-tenant properties.
Under ASC 842, uncollectable amounts are reflected as reductions in revenue from tenants. Under ASC 840, the Company recorded such amounts as bad debt expense as part of property operating expenses. As a result of the review and assessment as described above and the impacts of the COVID-19 pandemic on certain of the Company’s tenants, the Company recorded a reduction in revenue from tenants of $6.6 million during the years ended December 31, 2020. During the years ended December 31, 2019 and 2018, such amounts were $2.9 million (recorded as a reduction of revenue from tenants) and $2.7 million (recorded as bad debt expense in property operating expenses), respectively.
On April 1, 2019, the Company entered into a termination agreement with a tenant at one of its multi-tenant properties which required the tenant to pay the Company a termination fee of $8.0 million. The Company then entered into two leases, one of which was subsequently terminated in 2020 to replace the tenant (see Note 3 — Real Estate Investments, Net — Tenant Improvement Write-Off for further details regarding this termination). As a result of the April 2019 termination, the Company recorded termination income, net, of $7.6 million during the second quarter of 2019, which is included in revenue from tenants during the year ended December 31, 2019.
Investments in Real Estate
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the Purchase Price Allocation section in this Note for a discussion of the initial accounting for investments in real estate.
Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the years ended December 31, 2020, 2019 or 2018. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of December 31, 2020, the Company had no properties classified as held for sale, and, as of December 31, 2019, the Company had one property classified as held for sale (see Note 3 — Real Estate Investments, Net for additional information).
As more fully discussed in this Note under Recently Issued Accounting Pronouncements - ASU No. 2016-02 Leases, all of the Company’s leases as lessor prior to adoption of the new leasing standard on January 1, 2019, were accounted for as operating leases and the Company continued to account for them as operating leases under the transition guidance. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. During the three-year period ended December 31, 2020, the Company had no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules.
The Company is also the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the balance sheet and the rent expense is reflected on a straight line basis over the lease term.
F-13

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Purchase Price Allocation
In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases and above- and below- market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the years ended December 31, 2020, 2019 and 2018 were asset acquisitions.
For acquired properties with leases classified as operating leases, the Company allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
Tangible assets include land, land improvements, buildings, fixtures, and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. The Company estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates, and land values per square foot.
Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.
The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company's evaluation of the specific characteristics of each tenant’s lease and the Company's overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The Company did not record any intangible asset amounts related to customer relationships during the years ended December 31, 2020 and 2019.
Gain on Sale/Exchange of Real Estate Investments
Gains on sales of rental real estate are not considered sales to customers and are generally recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).
In accordance with ASC 845-10, Accounting for Non-Monetary Transactions, if a nonmonetary exchange has commercial substance, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss shall be recognized on the exchange.
F-14

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statement of operations and comprehensive loss to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.
Goodwill and Goodwill Impairment
The Company had no goodwill recorded as of December 31, 2020 and 2019 and $1.6 million of goodwill recorded as of December 31, 2018. The Company is required to assess whether its goodwill is impaired, which requires the Company to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company evaluates goodwill for impairment at least annually or when other market events or circumstances occur that might indicate that goodwill is impaired. The Company performed its annual assessment in December 2018 and determined that there was no impairment of goodwill. Given fluctuations in the market price of the Class A common stock, the Company performed a reassessment as of June 30, 2019, which included the assessment of relevant metrics such as estimated carrying and fair market value of the Company’s real estate and market-based factors. Based on these assessments, the Company determined that goodwill was impaired and recorded an impairment charge of $1.6 million for the year ended December 31, 2019. There was no goodwill impairment for the year ended December 31, 2020.
Reportable Segment
The Company has one reportable segment, income-producing properties, which consists of activities related to investing in real estate. 
Depreciation and Amortization
The Company is required to make subjective assessments as to the useful lives of the components of its real estate investments for purposes of determining the amount of depreciation to record on an annual basis. These assessments have a direct impact on the Company’s results from operations because if the Company were to shorten the expected useful lives of its real estate investments, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower earnings on an annual basis.
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.
The value of customer relationship intangibles, if any, is amortized to expense over the initial term of the lease and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
Above and Below-Market Lease Amortization
Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.
Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.
F-15

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Upon termination of an above or below-market lease any unamortized amounts would be recognized in the period of termination.
Derivative Instruments
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.  The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the accompanying consolidated statements of operations and comprehensive loss. If the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings.
Non-controlling Interests
The non-controlling interests represent the portion of the equity in the OP that is not owned by the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net loss attributable to non-controlling interests on the consolidated statements of operations and comprehensive loss. Non-controlling interests are allocated a share of net income or loss based on their share of equity ownership.
Non-controlling interests resulted from the issuance of OP Units in conjunction with the merger (the “Merger”) with American Realty Capital-Retail Centers of America, Inc. (“RCA”) and were recognized at fair value as of the at the effective time of the Merger on February 16, 2017. In determining the fair value of the non-controlling interests, the Company utilized multiple sources including real estate valuations prepared by independent valuation firms and market sales data. In addition, under the multi-year outperformance agreement with the Advisor (the “2018 OPP”), the OP issued a new class of units of limited partnership designated as LTIP Units (“LTIP Units”), which are also reflected as part of non-controlling interest as of December 31, 2020 and 2019. Please see Note 8 — Stockholders’ Equity and Non-Controlling Interest and Note 12 — Equity-Based Compensation for additional information on transactions that impacted the amounts recorded for non-controlling interests during the years ended December 31, 2020, 2019 and 2018.
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less and funds in overnight sweeps, in which excess funds over an established threshold are swept daily. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (the “FDIC”) up to an insurance limit. As of December 31, 2020, the Company had cash and cash equivalents of $102.9 million of which $101.1 million were in excess of the amount insured by the FDIC. As of December 31, 2019, the Company had cash and cash equivalents of $81.9 million of which $80.0 million were in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result thereof.
F-16

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note Receivable, net, and Related Income
Included in prepaid assets and other assets on the consolidated balance sheet as of December 31, 2020 is a note receivable, net, consisting of a loan the Company has established with an existing tenant to fund capital improvements at the applicable properties. The tenant may borrow up to $1.0 million, of which $0.2 million was drawn as of December 31, 2020. The note bears interest at a fixed rate of 8.5% and matures on December 31, 2025. Interest income on the note receivable is presented within other income on the consolidated statements of operations and comprehensive loss.
Deferred Financing and Leasing Costs
Deferred costs, net consists of debt issuance costs associated with the Credit Facility (as defined in Note 5 — Credit Facility) and deferred leasing costs, net of accumulated amortization. Deferred financing costs relating to the mortgage notes payable (see Note 4 — Mortgage Notes Payable, Net) are reflected net of the related financing on our balance sheet.
Deferred financing costs associated with the Credit Facility and the mortgage notes payable represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized as additional interest expense over the term of the financing agreement on a straight-line basis for the Credit Facility and using effective interest method over the expected term for the mortgage notes payable.
Unamortized deferred financing costs are expensed when the associated debt is refinanced or paid down before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
Deferred leasing costs consist primarily of lease commissions and payments made to execute new leases and are deferred and amortized over the term of the lease.
Equity-Based Compensation
The Company has a stock-based plan under which its directors, officers and other employees of the Advisor or its affiliates who are involved in providing services to the Company are eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such an award is included in equity-based compensation and is recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met.
Effective at the listing of the Company’s Class A common stock, $0.01 par value per share (“Class A common stock”) on The Nasdaq Global Select Market (“Nasdaq”) on July 19, 2018 (the “Listing Date”), the Company entered into the 2018 OPP under which the LTIP Units were issued to the Advisor. These awards are market-based awards with a related required service period. In accordance with ASC 718, the LTIP Units were valued at their grant date and that value is reflected as a charge to earnings evenly over the service period. Further, in the event of a modification, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period. The expense for the LTIP Units is included in the equity-based compensation line item of the consolidated statements of operations.
For additional information on these awards, see Note 12 — Equity-Based Compensation.
Income Taxes
The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2013. The Company believes that, commencing with such taxable year, it has been organized and has operated in a manner so that it qualifies for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner, but can provide no assurance that it will operate in a manner so as to remain qualified as a REIT. To continue to qualify for taxation as a REIT, the Company must distribute annually at least 90% of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If the Company continues to qualify for taxation as a REIT, it generally will not be subject to federal corporate income tax on the portion of its REIT taxable income that it distributes to its stockholders. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and properties, as well as federal income and excise taxes on its undistributed income.
The amount of dividends payable to the Company’s stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as
F-17

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
applicable, and annual distribution requirements needed to qualify and maintain the Company’s status as a REIT under the Code.
Per Share Data
Basic net loss per share of common stock is calculated by dividing net loss by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted net loss per share of common stock considers the effect of potentially dilutive instruments outstanding during such period.
Recently Issued Accounting Pronouncements
Adopted as of January 1, 2018:
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), and has since issued several additional amendments thereto (collectively referred to herein as “ASC 606”). ASC 606 establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. The Company adopted this guidance effective January 1, 2018 using the modified retrospective approach, and it did not have an impact on the Company’s consolidated financial statements. The new guidance did not have an impact on the Company’s consolidated financial statements, primarily because the Company’s revenues are being sourced from lease arrangements that are outside the scope of ASC 606 until the new lease standard is adopted.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10), that amends the recognition and measurement of financial instruments. The new guidance revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The Company adopted this guidance effective January 1, 2018 and there was no impact on the Company’s consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company adopted the new guidance beginning in the first quarter of 2018, and it did not have a material impact on the Company’s consolidated statement of cash flows.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which revises the definition of a business. This new guidance is applicable when evaluating whether an acquisition should be treated as either a business acquisition or an asset acquisition. Under the revised guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset or group of similar assets, the assets acquired would not be considered a business. The Company adopted this guidance effective January 1, 2018, and will apply the new rules prospectively. The Company expects, based on historical property acquisitions primarily being treated as asset acquisitions, that in most cases, a future property acquired after adoption will be treated as an asset acquisition rather than a business acquisition, which will result in the capitalization of related transaction costs. The Company has evaluated the impact of this new guidance beginning in the first quarter of 2018, and determined that it did not have a material impact on the Company’s consolidated financial statements. All acquisition costs incurred during the years ended December 31, 2020, 2019 and 2018 were capitalized since our acquisitions during the years were all classified as asset acquisitions.
In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Assets Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which provides guidance related to partial sales of non-financial assets, eliminates rules specifically addressing the sales of real estate, clarifies the definition of in substance non-financial assets, removes the exception to the financial asset derecognition model and clarifies the accounting for contributions of non-financial assets to joint ventures. The Company adopted this guidance effective January 1, 2018 using the modified transition method. Sales of real estate in which the Company loses its controlling interest in the real estate property will result in the full gain amount being
F-18

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
recognized at the time of the partial sale. During the years ended December 31, 2020, 2019 or 2018 the Company did not retain any interest in properties in which it sold.
In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award and the classification of the award as either equity or liability, all do not change as a result of the modification. The Company adopted this guidance effective January 1, 2018 and it did not have an impact on the Company’s consolidated financial statements. The Company expects that any future modifications to its issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above. As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost.
In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting as an amendment and update expanding the scope of Topic 718 (“ASU 2018-07”). ASU 2018-07 specifies that Topic 718 now applies to all share-based payment transactions, even non-employee awards, in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. Under the new guidance, awards to nonemployees are measured on the grant date, rather than on the earlier of the performance commitment date or the date at which the nonemployee’s performance is complete. Also, the awards would be measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. In addition, entities may use the expected term to measure nonemployee awards or elect to use the contractual term as the expected term, on an award-by-award basis. The new guidance was effective for the Company in annual periods beginning after December 15, 2018 and interim periods within those annual periods, however early adoption is permitted. The Company early adopted ASU 2018-07 on July 1, 2018 as it relates to the award made to the Advisor pursuant to the 2018 OPP (see Note 12 — Equity-Based Compensation for additional details).
Adopted as of January 1, 2019:
ASU No. 2016-02 — Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), which provides guidance related to the accounting for leases, as well as the related disclosures. For lessors of real estate, leases are accounted for using an approach substantially the same as previous accounting guidance for operating leases and direct financing leases. For lessees, the standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction.
Upon adoption, lessors were allowed a practical expedient, which the Company has elected, by class of underlying assets to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because: (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under this guidance, which is consistent with the Company’s existing policies. Also, upon adoption, companies were allowed a practical expedient package, which the Company has elected, that allowed the Company: (a) to not reassess whether any expired or existing contracts entered into prior to January 1, 2019 are or contain leases; (b) to not reassess the lease classification for any expired or existing leases entered into prior to January 1, 2019 (including assessing sale-leaseback transactions); and (c) to not reassess initial direct costs for any expired or existing leases entered into prior to January 1, 2019. As a result, all of the Company’s existing leases at the time of adoption were classified as operating leases and will continue to be classified as operating leases for their duration, unless modified. Further, any existing leases for which the property is the leased to a tenant in a transaction that at inception was a sale-leaseback transaction will continue to be treated (absent a modification) as operating leases. The Company did not have any leases that would be considered financing leases as of January 1, 2019.
F-19

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company assessed the impact of adoption from both a lessor and lessee perspective, which is discussed in more detail below, and adopted the guidance prospectively on January 1, 2019, using a prospective transition approach under which the Company elected to apply the guidance effective January 1, 2019 and not adjust prior comparative reporting periods (except for the Company’s presentation of lease revenue discussed below).
Lessor Accounting
As discussed above, the Company was not required to re-assess the classification of its leases, which are considered operating leases under ASC 842. The following is a summary of the most significant impacts to the Company of the lease accounting guidance, as lessor:
Since the Company elected the practical expedient noted above to not separate non-lease component revenue from the associated lease component, the Company has aggregated revenue from its lease components and non-lease components (tenant operating expense reimbursements) into one line. The prior period has been conformed to this new presentation.
Changes in the Company’s assessment of receivables that result in bad debt expense is now required to be recorded as an adjustment to revenue, rather than a charge to bad debt expense. This new classification applies for the first quarter of 2019 and reclassification of prior period amounts is not permitted. At transition on January 1, 2019, after assessing its reserve balances at December 31, 2018 under the guidance, the Company wrote off accounts receivable of $0.1 million and straight-line rents receivable of $0.1 million as an adjustment to the opening balance of accumulated deficit, and accordingly rent for these tenants is currently recorded on a cash basis.
Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. Under prior accounting guidance, the recognition would have been deferred.
Lessee Accounting
The Company is a lessee under ground leases for eight properties as of January 1, 2019. The following is a summary of the most significant impacts to the Company of the accounting guidance, as lessee:
Upon adoption of the standard, the Company recorded ROU assets and lease liabilities equal to $19.3 million for the present value of the lease payments related to its ground leases. These amounts are included in operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet.
The Company also reclassified $0.3 million related to amounts previously reported as a straight-line rent liability, $1.1 million, net related to amounts previously reported as above and below market ground lease intangibles and $0.1 million of prepaid rent to the ROU assets. For additional information and disclosures related to these operating leases, see Note 9 — Commitments and Contingencies.
Other Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This standard simplifies subsequent measurements of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, entities will perform their interim or annual goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge based on the amount that the carrying amount exceeds the reporting unit’s fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit. The Company adopted early this guidance in 2019 and in connection with the reassessments, goodwill was impaired during the year ended December 31, 2019.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, to better align cash flow and fair value hedge accounting with the corresponding risk management activities. Among other things, the amendments expand which hedging strategies are eligible for hedge accounting, align the timing of recognition of hedge results with the earnings effect of the hedged item and allow companies to include the change in fair value of the derivative in the same income statement line item as the earnings effect of the hedged item. Additionally, for cash flow hedges that are highly effective, the update allows for all changes in fair value of the derivative to be recorded in other comprehensive income. The Company has adopted ASU 2017-12 on January 1, 2019, as required under the guidance, using a modified retrospective transition method and the adoption on January 1, 2019 did not have a material impact on its consolidated financial statements.
F-20

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Adopted as of January 1, 2020:
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the amended standard requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The new guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amended guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements.
Pending Adoption as of December 31, 2020:
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815). The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity's own equity. The standard also amends and makes targeted improvements to the related earnings per share guidance. The new standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The standard allows for either modified or full retrospective transition methods. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period March 12, 2020 through December 31, 2022 as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of our derivatives, which will be consistent with our past presentation. The Company will continue to evaluate the impact of the guidance and may apply other elections, as applicable, as additional changes in the market occur.
Note 3 — Real Estate Investments
The following table presents the allocation of assets acquired and liabilities assumed during the years ended December 31, 2020, 2019 and 2018. All acquisitions in 2020, 2019 and 2018 were considered asset acquisitions for accounting purposes.
F-21

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Year Ended December 31,
(Dollars in thousands) 2020 2019 2018
Real estate investments, at cost:
Land $ 41,517  $ 76,610  $ 61,745 
Buildings, fixtures and improvements 153,048  288,549  140,151 
Total tangible assets 194,565  365,159  201,896 
Acquired intangible assets and liabilities: [1]
In-place leases 27,873  66,787  39,978 
Above-market lease assets
1,786  1,973  1,055 
Below-market lease liabilities
(3,812) (4,980) (1,157)
Total intangible assets, net 25,847  63,780  39,876 
Consideration paid for acquired real estate investments, net of liabilities assumed
$ 220,412 

$ 428,939  $ 241,772 
Number of properties purchased 107  218  130 
__________
[1]Weighted-average remaining amortization periods for in-place leases, above-market lease assets, below-market ground lease asset, and below-market lease liabilities acquired during the year ended December 31, 2020 were 14.8 years, 15.7 years, and 23.5 years, respectively, as of each property’s respective acquisition date.
Total acquired intangible lease assets and liabilities consist of the following as of the dates presented:
  December 31, 2020 December 31, 2019
(In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Intangible assets:  
In-place lease assets
$ 430,610  $ 176,011  $ 254,599  $ 424,509  $ 151,474  $ 273,035 
Above-market lease assets
23,635  9,129  14,506  23,666  8,152  15,514 
Total acquired intangible lease assets
$ 454,245  $ 185,140  $ 269,105  $ 448,175  $ 159,626  $ 288,549 
Intangible liabilities:    
Below-market lease liabilities
$ 104,758  $ 26,084  $ 78,674  $ 106,435  $ 22,394  $ 84,041 
Total acquired intangible lease liabilities $ 104,758  $ 26,084  $ 78,674  $ 106,435  $ 22,394  $ 84,041 
The following table presents amortization expenses and adjustments to revenue from tenants and property operating expenses for intangible assets and liabilities for the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
(In thousands) 2020 2019 2018
In-place leases, included in depreciation and amortization $ 46,496  $ 44,795  $ 54,439 
Above-market lease intangibles $ (2,794) $ (3,375) $ (4,441)
Below-market lease liabilities 8,994  10,796  19,989 
Total included in revenue from tenants
$ 6,200  $ 7,421  $ 15,548 
Below-market ground lease asset [1]
$ 32  $ 32  $ 32 
Above-market ground lease liability [1]
(1) (2) (2)
Total included in property operating expenses
$ 31  $ 30  $ 30 
F-22

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
__________
[1]Upon adoption of ASC 842 effective January 1, 2019, intangible balances related to ground leases were reclassified to be included as part of the Operating lease right-of-use assets presented on the Company’s consolidated balance sheet with no change to placement of the amortization expense of such balances included in property operating expenses on the Company’s consolidated statements of operations and comprehensive loss. See Note 2 — Summary of Significant Accounting Polices - Recently Issued Accounting Pronouncements for additional information.
The following table provides the projected amortization expenses and adjustments to revenue from tenants for intangible assets and liabilities for the next five years:
Year Ended December 31,
(In thousands) 2021 2022 2023 2024 2025
In-place leases, to be included in depreciation and amortization
$ 36,462  $ 32,665  $ 30,385  $ 27,666  $ 24,376 
Above-market lease intangibles $ 2,361  $ 2,003  $ 1,755  $ 1,617  $ 1,204 
Below-market lease liabilities (6,359) (6,014) (5,854) (5,643) (5,425)
Total to be included in revenue from tenants
$ (3,998) $ (4,011) $ (4,099) $ (4,026) $ (4,221)
Real Estate Held for Sale
When assets are identified by management as held for sale, the Company ceases depreciation and amortization of the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. For additional information on impairment charges, see “Impairment Charges” section below.
As of December 31, 2020, there were no properties classified as held for sale and, as of December 31, 2019, there was one property classified as held for sale. During the year ended December 31, 2020, the Company sold the one property that was held for sale as of December 31, 2019. The disposal of this property did not represent a strategic shift. Accordingly, the operating results of this property remains classified within continuing operations for all periods presented.
The following table details the major classes of assets associated with the properties that have been reclassified as held for sale as of December 31, 2020 and 2019:
(In thousands) December 31, 2019
Real estate investments held for sale, at cost:
Land $ 563 
Buildings, fixtures and improvements 750 
Total real estate assets held for sale, at cost
1,313 
Less accumulated depreciation and amortization (137)
Total real estate investments held for sale, net
1,176 
Assets held for sale $ 1,176 
Real Estate Sales/Exchanges
During the year ended December 31, 2020, the Company sold six properties leased to Truist Bank (formerly known as SunTrust Bank, “Truist Bank”), for an aggregate contract price of $13.3 million, exclusive of closing costs and related mortgage repayments. These sales resulted in aggregate gains of $4.3 million. In addition, the Company recorded a gain on sale of $2.2 million related to a non-monetary exchange of two properties then owned by the Company pursuant to a tenant’s exercise of its right to substitute properties under its lease. These gains are reflected in gain on sale/exchange of real estate investments on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.
During the year ended December 31, 2019, the Company closed on the sale of 25 properties, including 22 properties leased to Truist Bank, for an aggregate contract price of $131.7 million, exclusive of closing costs. These sales resulted in aggregate gains of $23.7 million, which are reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.
F-23

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
During the year ended December 31, 2018, the Company closed on the sale of 44 properties, including 31 properties leased to Truist Bank, which had lease terms that expired between December 31, 2017 and March 31, 2018, for an aggregate contract price of $161.5 million, exclusive of closing costs. These sales resulted in aggregate gains of $31.8 million, which is reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2018.
Real Estate Held for Use
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties (ii) significant or sustained vacancy in the Company’s multi-tenant properties and (iii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. For all of its held for use properties, the Company had reconsidered the projected cash flows due to various performance indicators and where appropriate, and the Company evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over the intended holding period. See “Impairment Charges” below for discussion of specific charges taken.
If a triggering event for held for use single-tenant properties is identified, the Company uses either a market approach or an income approach to estimate the future cash flows expected to be generated.
The market approach involves evaluating comparable sales of properties in the same geographic region as the held for use properties in order to determine an estimated sale price. The Company makes certain assumptions including, among others, that the properties in the comparable sales used in the analysis share similar characteristics to the held for use properties, and that market and economic conditions at the time of any potential sales of these properties, such as discount rates; demand for space; competition for tenants; changes in market rental rates; and costs to operate the property, would be similar to those in the comparable sales analyzed.
Under the income approach, the Company evaluates the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values.
Where more than one possible scenario exists, the Company uses a probability weighted approach. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or additional impairment may be realized in the future.
During the year ended December 31, 2020, the Company owned six held for use properties for which the Company reconsidered their projected cash flows. One of these was a multi-tenant property which was evaluated due to a significant sustained vacancy rate as well as a change in the Company’s expected holding period. Two were single-tenant properties under a definitive purchase and sale agreement (“PSA”) which did not meet the criteria for held for sale treatment as of December 31, 2020. In this instance, the Company used the proportionate contract purchase price from the PSA to estimate the future cash flows expected to be generated in the sale scenario. The Company made certain assumptions in this approach as well, mainly that the sale of these properties would close at the terms specified in the non-binding letter of intent or PSA. Three were single-tenant properties which were vacant.
During the year ended December 31, 2019, the Company owned one held for use single-tenant net lease property leased to Truist Bank, which had lease terms that expired on December 31, 2017 and was vacant.
Impairment Charges
The Company recorded total impairment charges of $12.9 million for the year ended December 31, 2020, $11.5 million of which related to one of its multi-tenant held-for-use properties which was recorded to adjust the property to its fair value as determined by the income approach described above, and $1.4 million of which related to three single-tenant properties, two of which were impaired to adjust the property to their fair value as determined by the income approach described above and one of which was impaired to adjust the property to the contract price of its PSA .
The Company recorded total impairment charges of $0.8 million for the year ended December 31, 2019. This amount is comprised of impairment charges of $0.1 million, which were recorded upon reclassification of properties to assets held for sale to adjust the properties to their fair value less estimated cost of disposal and impairment charges of $0.7 million, which was recorded on one held for use property leased to Truist Bank during the year ended December 31, 2019.
F-24

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company recorded total impairment charges of $21.1 million for the year ended December 31, 2018. This amount is comprised of impairment charges of $11.0 million, which were recorded upon reclassification of properties to assets held for sale to adjust the properties to their fair value less estimated cost of disposal and impairment charges of $10.1 million were recorded on 12 (including impairments of $1.7 million on nine properties leased to Truist Bank) the Company’s held for use properties. The majority of the impairment charges on the held for use properties related to two multi-tenant properties.
Tenant Improvements Write-Off
During the second quarter of 2020, a tenant in the health club business at one of the Company’s multi-tenant properties declared bankruptcy and vacated its space while in the process of improving the space. The Company had already reimbursed $0.8 million to the tenant for these improvements. As a result of the tenant’s bankruptcy, improvements being made by the tenant were not paid for and the Company additionally accrued approximately $2.3 million to pay liens on the property by the tenant’s contractors. The Company determined that certain of the improvements no longer had any value in connection with any foreseeable replacement tenant and wrote off approximately $3.1 million which is recorded in depreciation and amortization expense in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.
Note 4 — Mortgage Notes Payable, Net
The Company’s mortgage notes payable, net as of December 31, 2020 and 2019 consisted of the following:
Outstanding Loan Amount as of
Effective Interest Rate as of
December 31,
December 31,
Portfolio
Encumbered Properties
2020 2019 2020
Interest Rate
Maturity
Anticipated Repayment
(In thousands) (In thousands)
Class A-1 Net Lease Mortgage Notes 95 $ 119,084  $ 120,294  3.83  % Fixed May 2049 May 2026
Class A-2 Net Lease Mortgage Notes 106 121,000  121,000  4.52  % Fixed May 2049 May 2029
Total Net Lease Mortgage Notes 201 240,084  241,294 
SAAB Sensis I 1 $ 6,217  $ 6,660  5.93  % Fixed Apr. 2025 Apr. 2025
Truist Bank II 15 9,560  10,860  5.50  % Fixed Jul. 2031 Jul. 2021
Truist Bank III 76 60,952  62,228  5.50  % Fixed Jul. 2031 Jul. 2021
Truist Bank IV 10 3,792  6,626  5.50  % Fixed Jul. 2031 Jul. 2021
Sanofi US I [8]
1 125,000  125,000  3.26  % Fixed [9] Sep. 2025 Sep. 2025
Stop & Shop [1]
4 45,000  45,000  3.49  % Fixed Jan. 2030 Jan. 2030
Mortgage Loan I [2] [7]
—  497,150  —  % n/a n/a n/a
Column Financial Mortgage Notes 368 715,000  —  3.79  % Fixed Aug. 2025 Aug. 2025
Shops at Shelby Crossing 1 21,677  22,139  4.97  % Fixed Mar. 2024 Mar. 2024
Patton Creek [10]
1 34,000  39,147  4.82  % Variable Dec. 2021 Dec. 2021
Bob Evans I 23 23,950  23,950  4.71  % Fixed Sep. 2037 Sep. 2027
Mortgage Loan II 12 210,000  210,000  4.25  % Fixed Jan. 2028 Jan. 2028
Mortgage Loan III 22 33,400  33,400  4.12  % Fixed Jan. 2028 Jan. 2028
Gross mortgage notes payable
735 1,528,632  1,323,454  4.02  % (4)
Deferred financing costs, net of accumulated amortization [5]
(38,760) (15,564)
Mortgage premiums and discounts, net [6]
926  3,053 
Mortgage notes payable, net
$ 1,490,798  $ 1,310,943 
__________
[1]The prior Stop & Shop loan was refinanced on December 19, 2019 with a new loan (see Stop & Shop Loan section below). In connection with the prior loan, the Company paid prepayment penalties of approximately $2.0 million, which are included in the acquisition, transaction and other costs on the consolidated statement of operations and comprehensive (loss) income.
[2]In connection with repayment a portion of this mortgage note, the Company paid prepayment penalties of $1.6 million in the second quarter of 2019, which are included in the acquisition, transaction and other costs on the consolidated statement of operations and comprehensive (loss) income.
[3]This loan was repaid in connection with the issuance of the Net Lease Mortgage Notes (see definition below) in the second quarter of 2019 and all 39 properties, which were previously encumbered under Mortgage Loan IV were added to the collateral pool for the Net Lease Mortgage Notes. As a result of repaying the loan, remaining unamortized deferred financing costs of $0.8 million were written off, which is included in interest expense in the consolidated statement of operations. Also, the “pay-fixed” interest rate swap agreements related to Mortgage Loan IV were terminated upon repayment (see Note 7 — Derivatives and Hedging Activities), which is included in interest expense in the consolidated statement of operations.
F-25

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
[4]Calculated on a weighted-average basis for all mortgages outstanding as of December 31, 2020.
[5]Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
[6]Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
[7]On July 24, 2020, this mortgage loan was repaid prior to its maturity with a portion of the proceeds from a $715 million loan secured by 368 properties (see “Loan Agreement With Column Financial” section below for additional information).
[8]On September 4, 2020 this mortgage loan was refinanced (see “New Sanofi Loan Agreement” section below).
[9]Mortgage is fixed by an interest rate swap agreement (see “New Sanofi Loan Agreement” section below).
[10]On December 1, 2020, this mortgage loan was refinanced (see “New Patton Creek Loan Agreement” section below).
As of December 31, 2020 and 2019, the Company had pledged $2.8 billion and $2.5 billion, respectively, in real estate investments, at cost as collateral for its mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable on the properties. In addition, as of December 31, 2020, $1.1 billion in real estate investments were included in the unencumbered asset pool comprising the borrowing base under the Credit Facility (see Note 5 — Credit Facility for definition). Therefore, this real estate is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the Credit Facility.
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable based on anticipated repayment dates for the five years subsequent to December 31, 2020 and thereafter:
(In thousands) Future Principal Payments
2021 $ 110,471 
2022 2,311 
2023 2,643 
2024 22,287 
2025 845,771 
Thereafter 545,149 
  $ 1,528,632 
The Company’s mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of December 31, 2020, the Company was in compliance with financial covenants under its mortgage notes payable agreements.
New Patton Creek Loan Agreement
On December 1, 2020, the Company, through a wholly owned subsidiary, refinanced the mortgage loan with Column Financial. The loan is secured by the Company’s Patton Creek multi-tenant property in Alabama. In connection with the refinancing, the Company paid $7.3 million in cash on hand to reduce the principal balance outstanding to $34.0 million and paid for closing fees of $2.8 million. The loan bears interest at a floating interest rate of one-month LIBOR plus 4.25%. The loan is interest-only with the principal due at maturity on December 6, 2021. Beginning on this initial maturity date, the floating interest rate will increase to one-month LIBOR plus 5.25% if the Company exercises its option to extend the loan past its initial maturity to December 6, 2022. In conjunction with this refinancing, the Company entered into an interest cap agreement for a notional amount of $34.0 million. The Company has elected to treat the interest rate cap as a non-designated derivative instrument, and the changes in the fair value of the cap will be accounted for as a mark-to-market adjustment in the consolidated statement of operations and comprehensive loss in each reporting period (see Note 7 — Derivatives and Hedging Activities for more information).
New Sanofi Loan Agreement
On September 4, 2020, the Company, through a wholly owned subsidiary, borrowed $125.0 million from a syndicate of regional banks led by BOK Financial. The syndicated balance sheet loan is secured by three of the Company’s single-tenant buildings located in Bridgewater, New Jersey that serve as the U.S. headquarters for Sanofi US Services Inc. At closing, all net proceeds from the loan and approximately $2.6 million in cash on hand were used to repay the previously outstanding mortgage indebtedness encumbering the property, which included a $0.5 million defeasance fee reflected in acquisition and transaction costs on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. The loan bears interest at a floating interest rate of one-month LIBOR plus 2.9%, with the effective interest rate fixed at 3.27% by a swap agreement which was effective on October 13, 2020. The loan is interest-only with the principal due at maturity on September 4, 2025. The Company may prepay the loan in whole or in part at any time subject to applicable prepayment penalties.
F-26

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
In conjunction with this refinance, the Company was approached by the former owners of the Sanofi property regarding the release of a pre-acquisition escrow account of approximately $1.7 million associated with tenant improvements at the property which would not otherwise have been released until 2027. In exchange for permitting the early release of the escrow, the Company received approximately half of the balance, or $0.8 million, which is reflected in “Other Income” on our consolidated statement of comprehensive income. The Sanofi property was acquired in 2014.
Loan Agreement with Column Financial
On July 24, 2020, the Company, through wholly owned subsidiaries, entered into a loan agreement with Column Financial, Inc. for a $715.0 million loan. The loan is secured by, among other things, a first mortgage on 368 single-tenant properties located in 41 states and the District of Columbia, totaling approximately 7.1 million square feet. The loan agreement permits the lender to either securitize the loan or any portion thereof or bifurcate the loan into a senior mortgage loan and a subordinate mezzanine loan.
The loan bears interest at a fixed rate of 3.743% and matures on August 6, 2025. The loan requires payments of interest only, with the principal balance due on the maturity date. The loan may be prepaid at any time, in whole or in part, subject to payment of a yield maintenance premium for any prepayments made prior to April 6, 2025. The loan agreement also contains provisions pursuant to which, subject to certain conditions and limitations, mortgaged properties may be released or replaced and provisions related to circumstances under which all rent and other revenue received from the mortgaged properties will be directly deposited into a bank account controlled by the lender and used to pay obligations under the loan.
At closing, of the approximately $697.1 million of net proceeds from the loan after fees and expenses, $696.2 million was used to repay $499.0 million for a mortgage loan originally due September 2020 bearing an interest rate of 4.36% per annum, and the remainder was used to repay outstanding amounts under the Credit Facility.
Of the 368 single-tenant properties securing the new loan, 223 were previously held as collateral under the mortgage loan originally due September 2020, and all but one of the remaining properties were previously part of the borrowing base under the Credit Facility.
The loan is nonrecourse to the borrowers, except for certain enumerated recourse liabilities of the borrowers under the loan agreement, which the OP has guaranteed pursuant to a limited recourse guaranty in favor of the lender. The guaranty also requires the OP to maintain a minimum net worth of $1.0 billion. In addition, the OP and the borrowers have indemnified the lender, pursuant to an environmental indemnity agreement, against certain environmental liabilities.
Stop & Shop Loan
On December 18, 2019, subsidiaries of the Company entered into a loan agreement (“Stop & Shop Loan”) with Morgan Stanley Bank, N.A., for a principal amount of $45.0 million at a fixed interest rate of 3.445% per annum. The Stop & Shop Loan requires monthly interest-only payments, with the principal balance due on the maturity date in January 2030 and is secured by mortgage interests in four of the Company’s properties, three of which are located in the state of Massachusetts, totaling approximately 0.3 million square feet. The Stop & Shop Loan permits the lender to securitize the loan or any portion thereof.
Net Lease Mortgage Notes
On May 30, 2019, subsidiaries of the Company completed the issuance of $242.0 million aggregate principal amount of Net Lease Mortgage Notes (the “Net Lease Mortgage Notes”), in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Net Lease Mortgage Notes have been issued using a master trust structure, which enables additional series of notes to be issued upon the contribution of additional properties to the collateral pool without the need to structure a new securitization transaction. Any new notes that are so issued will be cross collateralized with the current Net Lease Mortgage Notes.
F-27

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Net Lease Mortgage Notes were issued in two classes, Class A-1 (the “Class A-1 Net Lease Mortgage Notes”) and Class A-2 (the “Class A-2 Net Lease Mortgage Notes”). The Class A-1 Net Lease Mortgage Notes are rated AAA (sf) by Standard & Poor’s and had an initial principal amount of $121.0 million with an anticipated repayment date in May 2026 and an interest rate of 3.78% per annum. The Class A-2 Net Lease Mortgage Notes are rated A (sf) by Standard & Poor’s and had an initial principal amount of $121.0 million with an anticipated repayment date in May 2029 and an interest rate of 4.46% per annum. The Class A-1 Net Lease Mortgage Notes require interest and principal amortization payments until the applicable anticipated repayment date. The Class A-2 Net Lease Mortgage Notes are interest-only until June 2020, when principal amortization payments are required until the applicable anticipated repayment date. The Net Lease Mortgage Notes are collectively currently amortizing at a rate of approximately 0.5% per annum. The Net Lease Mortgage Notes may be redeemed at any time prior to their anticipated repayment date subject to payment of a make-whole premium. If any class of Net Lease Mortgage Notes is not paid in full at its respective anticipated repayment date, additional interest will begin to accrue on those Net Lease Mortgage Notes. The Net Lease Mortgage Notes have a rated final payment date in May 2049.
As of December 31, 2020, the collateral pool for the Net Lease Mortgage Notes was comprised of 201 of the Company’s double- and triple-net leased single-tenant properties that had been transferred to the subsidiaries of the Company that issued the Net Lease Mortgage Notes, together with the related leases and certain other rights and interests. The net proceeds from the sale of the Net Lease Mortgage Notes were used to repay $204.9 million in indebtedness related to 192 of the properties then in the collateral pool securing the Net Lease Mortgage Notes, and approximately $37.1 million of the remaining net proceeds were available to the Company for general corporate purposes, including to fund acquisitions. At closing, the Company repaid mortgage notes of $29.9 million previously secured by 39 individual properties and repaid $175.0 million in outstanding borrowings under the Credit Facility. The Company removed 153 of its properties from the borrowing base under the Credit Facility to serve as part of the collateral pool for the Net Lease Mortgage Notes in connection with this repayment and added ten recently acquired properties to the collateral pool securing the Net Lease Mortgage Notes.
The subsidiaries of the Company may release or exchange properties from the collateral pool securing the Net Lease Mortgage Notes subject to various terms and conditions, including paying any applicable make-whole premium and limiting the total value of properties released or exchanged to not more than 35% of the aggregate collateral value. These conditions, including the make-whole premium, do not apply under certain circumstances, including a prepayment in an aggregate amount of up to 35% of the initial principal balance if the prepayment is funded with proceeds from qualifying deleveraging events, such as a firm commitment underwritten registered public equity offering by the Company that generates at least $75.0 million in net proceeds, that occur following June 2021.
The Net Lease Mortgage Notes have two debt service coverage ratio tests. If the monthly debt service coverage ratio falls below 1.3x and is not cured, cash flow that would be available to pay certain subordinated expenses or be released to the Company will instead be deposited into a reserve account. If the three-month average debt service coverage ratio falls below 1.2x and is not cured, all remaining cash flow after payments of interest on the Net Lease Mortgage Notes will be applied to pay principal on the Net Lease Mortgage Notes (first on the Class A-1 Net Lease Mortgage Notes and then on the Class A-2 Net Lease Mortgage Notes).
Note 5 — Credit Facility
On April 26, 2018, the Company repaid its prior revolving unsecured corporate credit facility in full and entered into (the “Credit Facility”) with BMO Harris Bank, N.A. (“BMO Bank”) as administrative agent, Citizens Bank, N.A. and SunTrust Robinson Humphrey, Inc., as joint lead arrangers, and the other lenders from time to time party thereto. In September 2018, the lenders under the Credit Facility increased the aggregate total commitments under the Credit Facility by $125.0 million, bringing total commitments to $540.0 million. On July 24, 2020, the Company, through the OP as the borrower thereunder, entered into an amendment to the Credit Facility with BMO Bank, as administrative agent, and the other lenders party thereto. The amendment became effective as of April 1, 2020 and is designed to provide the Company with additional flexibility during the period from April 1, 2020 through March 31, 2021 (the “Adjustment Period”) to continue addressing the adverse impacts of the COVID-19 pandemic. The amendment revises specific provisions in the Credit Facility governing: (i) the payment of dividends; (ii) leverage coverage; (iii) borrowing availability; (iv) fixed charge coverage; (v) the interest rate; and (vi) acquisitions. These revisions, which are generally incorporated into the description below, are generally only effective during the Adjustment Period, after which the previously effective terms of the Credit Facility will be reinstated.
The Credit Facility includes an uncommitted “accordion feature” whereby, upon the request of the OP, but at the sole discretion of the participating lenders, the commitments under the Credit Facility may be increased by up to an additional $500.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and
F-28

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
certain customary conditions. As of December 31, 2020, the Company had increased its commitments through this accordion feature by $125.0 million, leaving $375.0 million of potential increase remaining.
The amount available for future borrowings under the Credit Facility is based on the lesser of (i) 60% of the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (ii) a maximum amount of total unsecured indebtedness that could be incurred while maintaining a minimum unsecured interest coverage ratio with respect to the borrowing base, in each case, as of the determination date. During the Adjustment Period (a) the value of all eligible unencumbered real estate assets comprising the borrowing base purchased through June 30, 2020 will generally be reduced by 10%, and (b) the minimum unsecured interest coverage ratio required to be maintained by the eligible unencumbered real estate assets comprising the borrowing base was decreased during the fiscal quarter ended June 30, 2020 and will be increased during the other fiscal quarters of the Adjustment Period. As of December 31, 2020, the Company had a total borrowing capacity under the Credit Facility of $406.9 million based on the value of the borrowing base under the Credit Facility and of this amount, $280.9 million was outstanding under the Credit Facility as of December 31, 2020 and $126.0 million remained available for future borrowings.
During the Adjustment Period, (i) all properties acquired with proceeds from the borrowings under the Credit Facility must be added to the borrowing base, and (ii) the Company is prohibited from acquiring any multi-tenant properties and from making certain other investments. Following the amendment in July 2020, the Company is also restricted from using proceeds from borrowings under the Credit Facility to accumulate or maintain cash or cash equivalents in excess of amounts necessary to meet current working capital requirements, as determined in good faith by the OP.
In addition, in accordance with the Credit Facility, in order for the Company to make payments required to fund certain share repurchases, the Company would be required to satisfy a maximum leverage ratio after giving effect to the payments and also have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $40.0 million. During the Adjustment Period, the Company is not permitted to repurchase shares by tender offer or otherwise.
The Credit Facility requires payments of interest only. The maturity date of the Credit Facility is April 26, 2022 and the Company has a one-time right, subject to customary conditions, to extend the maturity date for an additional term of one year to April 26, 2023. Borrowings under the Credit Facility bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.60% to 1.20%, depending on the Company’s consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.60% to 2.20%, depending on the Company’s consolidated leverage ratio. Pursuant to the amendment to the Credit Facility in July 2020, from July 24, 2020 until delivery of the compliance certificate for the fiscal quarter ending June 30, 2021, the margin will be 1.5% with respect to the Base Rate and 2.5% with respect to LIBOR regardless of the Company’s consolidated leverage ratio, and the “floor” on LIBOR was increased from 0.00% to 0.25%. As of December 31, 2020 the Company has elected to use the LIBOR rate for all its borrowings under the Credit Facility. As of December 31, 2020 and December 31, 2019, the weighted-average interest rate under the Credit Facility was 2.79% and 3.80%, respectively.
In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On November 30, 2020, the Financial Conduct Authority announced a partial extension of this deadline, indicating its intention to cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. The Company is not able to predict when LIBOR may be limited or discontinued or when there will be sufficient liquidity in the SOFR market. The Company is monitoring and evaluating the risks related to potential changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR could also be impacted when LIBOR is limited or discontinued and contracts must be transitioned to a new alternative rate. In some instances, transitioning to an alternative rate may require negotiation with lenders and other counterparties and could present challenges. To transition from LIBOR under the Credit Facility, the Company will either utilize the Base Rate (as defined in the Credit Facility) or an alternative benchmark established by the agent in accordance with the terms of the Credit Facility, which will be SOFR if available or an alternate benchmark that is being widely used in the market at that time as selected by the agent.
F-29

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Credit Facility contains various customary operating covenants, including the restricted payments covenant described in more detail below, as well as covenants restricting, among other things, the incurrence of liens, investments, fundamental changes, agreements with affiliates and changes in nature of business. The Credit Facility also contains financial maintenance covenants with respect to maximum consolidated leverage, maximum consolidated secured leverage, minimum fixed charge coverage, maximum other recourse debt to total asset value, and minimum net worth. During the Adjustment Period, the calculation of Total Asset Value (as defined in the Credit Facility) - which serves as the basis for the denominator used to calculate the maximum consolidated leverage, maximum consolidated secured leverage and maximum other recourse debt to total asset value financial maintenance covenants in the Credit Facility - will be adjusted such that the value ascribed to the Company’s multi-tenant properties purchased through June 30, 2020 will generally be decreased by 10.0% for the duration of the Adjustment Period. During the Adjustment Period, the minimum fixed charge coverage ratio financial maintenance covenant in the Credit Facility will be decreased. Additionally, during the Adjustment Period, the OP must maintain, as of the end of each month starting with June 2020, a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $100.0 million.
Pursuant to the Credit Facility, the Company may not pay distributions, including cash dividends on equity securities (including the Company’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) and 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series C Preferred Stock”)) in an aggregate amount exceeding 95% of MFFO (as defined in the Credit Facility) for any look-back period of four consecutive fiscal quarters without seeking consent from the lenders under the Credit Facility. On November 9, 2019, the Company entered into an amendment to the Credit Facility which permits the Company to pay distributions in an aggregate amount not exceeding 105% of MFFO for any applicable period if, as of the last day of the period, the Company is able to satisfy a maximum leverage ratio after giving effect to the payments and also has a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $60.0 million. During the Adjustment Period the Company is generally permitted to pay distributions up to 105% of annualized MFFO for a look-back period of two consecutive fiscal quarters for the fiscal quarter ending December 31, 2020 and a look-back period of three consecutive fiscal quarters for the fiscal quarter ending March 31, 2021 if, as of the last day of the period, after giving effect to the payment of those dividends and distributions, the Company has a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $125.0 million. If this level of liquidity is not maintained, the applicable threshold percentage of MFFO will be 95% instead of 105%. If applicable, during the continuance of an event of default under the Credit Facility, the Company may not pay dividends or other distributions in excess of the amount necessary for the Company to maintain its status as a REIT.
As of December 31, 2020, the Company was in compliance with the operating and financial covenants under the Credit Facility.
Note 6 — Fair Value Measurements
Fair Value Hierarchy
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred sources of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.
F-30

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets and liabilities. The Company’s policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period. There were no transfers between levels of the fair value hierarchy during the years ended December 31, 2020 and 2019.
Financial Instruments Measured at Fair Value on a Recurring Basis
Derivative Instruments
The Company’s derivative instruments are measured at fair value on a recurring basis. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivatives valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.
Real Estate Investments Measured at Fair Value on a Non-Recurring Basis
Real Estate Investments - Held for Sale
The Company has had impaired real estate investments classified as held for sale (see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company). There were no impaired real estate investments held for sale as of December 31, 2020 and 2019. The carrying value of impaired real estate investments held for sale on the consolidated balance sheet represents their estimated fair value less cost to sell. Impaired real estate investments held for sale are generally classified in Level 3 of the fair value hierarchy.
Real Estate Investments - Held for Use
The Company has had impaired real estate investments that were classified as held for use at the time of impairment (see Note 3 — Real Estate Investments for additional information on impairment charges incurred by the Company). The carrying value of these held for use impaired real estate investments on the consolidated balance sheet represents their estimated fair value at the time of impairment. The Company primarily uses a market approach to estimate future cash flows expected to be generated. Impaired real estate investments which are held for use are generally classified in Level 3 of the fair value hierarchy.
Financial Instruments that are not Reported at Fair Value
The carrying value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and dividends payable approximates their fair value due to their short-term nature.
As of December 31, 2020, the fair value of advances to the Company under the Credit Facility was $278.8 million due to the widening of the credit spreads during the current period. These advances had a carrying value of $280.9 million as of December 31, 2020. As of December 31, 2019, the $333.1 million carrying value of advances under the Credit Facility approximated their fair value. The fair value of advances under the Credit Facility are based on estimates of market credit spreads and interest rates. This approach relies on unobservable inputs and therefore is classified as Level 3 in the fair value hierarchy. The carrying value of the Company’s mortgage notes payable as of December 31, 2020 and 2019 were $1.5 billion and $1.3 billion, respectively, and the fair value of the Company’s mortgage notes payable were $1.6 billion and $1.3 billion, respectively. The fair value of gross mortgage notes payable is based on estimates of market interest rates. This approach relies on unobservable inputs and therefore is classified as Level 3 in the fair value hierarchy.
F-31

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 7 — Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
The Company entered into an interest rate swap on September 1, 2020 for a notional amount of $125.0 million, which became effective on October 13, 2020, in order to fix the interest rate on a mortgage loan that was refinanced in September 2020 (see Note 4 — Mortgage Notes Payable for additional information). The interest rate swap fixes interest on the mortgage at an effective interest rate of 3.26% and expires in July 2026. Additionally, in conjunction with the refinancing of a mortgage loan in December 2020, the Company entered into an interest rate cap agreement for a notional amount of $34.0 million. The fair value of this interest rate cap is insignificant and therefore is not shown on the consolidated balance sheet as of December 31, 2020 (see Note 4 — Mortgage Notes Payable for additional information).
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the accompanying consolidated balance sheets as of December 31, 2020. The Company did not have any derivative instruments outstanding as of December 31, 2019 due to the termination of its interest rate swaps after the repayment of certain mortgages during the third quarter of 2019 (see Note 4 — Mortgage Notes Payable, Net for additional information).
(In thousands) Balance Sheet Location December 31, 2020
Derivatives designated as hedging instruments:
Interest Rate “Pay-fixed” Swaps Derivative liabilities, at fair value $ 123 
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
Effective January 1, 2019 and upon adoption of ASU No. 2017-12 (see Note 2 — Summary of Significant Accounting Policies), all of the changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive loss (“AOCI”) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. Prior to January 1, 2019, the ineffective portion of the change in fair value of the derivatives was recognized directly in earnings. During the years ended December 31, 2020, 2019 and 2018, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that $0.2 million will be reclassified from other comprehensive loss as an increase to interest expense.
Additionally, during the year ended December 31, 2019, the Company accelerated the reclassification of amounts in other comprehensive income to earnings because it became probable that the hedged forecasted amounts would not occur. This acceleration resulted in a loss of $1.5 million during the year ended December 31, 2019, which is included in interest expense in the consolidated statement of operations and comprehensive loss.
As of December 31, 2020 the Company had the following derivatives that were designated as cash flow hedges of interest rate risk:
F-32

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
December 31, 2020
Interest Rate Derivative Number of
Instruments
Notional Amount
(In thousands)
Interest Rate “Pay-fixed” Swaps 1 $ 125,000 
The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2020, 2019 and 2018, respectively:
Year Ended December 31,
(In thousands) 2020 2019 2018
Amount of loss recognized in AOCI on interest rate derivatives [1]
$ (174) $ (979) $ (670)
Amount of loss reclassified from AOCI into income as interest expense $ (51) $ (36) $ (125)
Amount of gain recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) $ —  $ —  $ 81 
Total interest expense recorded in the consolidated statement of operations and comprehensive loss $ 78,467  $ 77,994  $ 66,789 
__________
[1] Excludes a loss of $1.5 million in the Company’s consolidated statements of operations for the year ended December 31, 2019 recorded upon termination of its interest rate swaps after the repayment of certain mortgages (see Note 4 — Mortgage Notes Payable, Net for additional information).
Non-Designated Hedges
These derivatives are used to manage the Company’s exposure to interest rate movements, but do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. The Company recorded a loss on non-designated hedging relationships of $9,000 during the year ended December 31, 2020. The Company did not record any gains or losses during the years ended December 31, 2019 and 2018 since the Company did not have any derivatives that were not designated as hedges of in qualifying hedging relationships during those years.
As of December 31, 2020 the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships.
December 31, 2020
Interest Rate Derivative Number of
Instruments
Notional Amount
(In thousands)
Interest Rate Cap 1 $ 34,000 

Offsetting Derivatives
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2020. The Company did not have any derivatives outstanding as of December 31, 2019. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.
Gross Amounts Not Offset on the Balance Sheet
(In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount
December 31, 2020 $ —  $ 123  $ —  $ 123  $ —  $ —  $ 123 
F-33

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 8 — Stockholders’ Equity and Non-Controlling Interest
Common Stock
As of December 31, 2020 and 2019, the Company had 108.8 million and 108.5 million shares, respectively, of Class A common stock outstanding including restricted shares of Class A common stock (“restricted shares”) and excluding LTIP Units. LTIP Units may ultimately be convertible into shares of Class A common stock in the future.
Listing of the Company’s Common Stock
To address the potential for selling pressure that may have existed at the outset of listing, the Company listed only shares of its Class A common stock, which represented approximately 50% of its outstanding shares of common stock, on Nasdaq on the Listing Date. The Company’s two other classes of outstanding stock at the time of the Listing were Class B-1 common stock, which comprised approximately 25% of the Company’s outstanding shares of common stock at that time, and Class B-2 common stock, which comprised approximately 25% of the Company’s outstanding shares of common stock at that time. In accordance with their terms, all shares of Class B-1 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on October 10, 2018 and all shares of Class B-2 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on January 9, 2019. Fractional shares of Class B-2 common stock totaling approximately 19,870 shares were repurchased at a price of $13.78 per share by the Company as a result of the automatic conversion. Each share of Class B-1 common stock and Class B-2 common stock was otherwise identical to each share of Class A common stock in all other respects, including the right to vote on matters presented to the Company’s stockholders, and shares of all different classes of common stock received the same dividends while there were different classes of common stock outstanding.
Prior to Listing, the Company published an annual estimated net asset value per share of the Company’s common stock (“Estimated Per-Share NAV”) which was the price at which the Company sold its shares under the Pre-Listing DRIP (as defined below) and repurchased shares under the SRP (as defined below). Following the Listing, the Company’s previously published Estimated Per-Share NAV was no longer applicable, and the Company no longer publishes Estimated Per-Share NAV.
Related to the Listing, the Company incurred fees of $5.0 million for the year ended December 31, 2018 for financial advisory and other transaction related costs.
Corporate Actions
In order to effect the Listing described above, the Company took the following corporate actions on July 3, 2018:
The Company effected a 2-to-1 reverse stock split combining every two shares of common stock, par value $0.01 per share, into one share of common stock, par value $0.02 per share, and subsequently reducing the resulting par value of the shares of common stock outstanding after the reverse stock split from $0.02 per share back to $0.01 per share. In addition, the Company changed the name of its common stock to “Class A common stock.”
The Company reclassified a number of authorized but unissued shares of Class A common stock equal to half of the number of shares of Class A common stock then outstanding into equal numbers of shares of Class B-1 common stock and shares of Class B-2 common stock.
The Company distributed to the holders of shares of Class A common stock a stock dividend equal to one-half share of Class B-1 common stock and one-half share of Class B-2 common stock for each share of Class A common stock outstanding.
As a result of the corporate actions described above, the number of outstanding shares in total, and on a weighted-average basis for earnings per share purposes, remained the same with the exception of any fractional shares that were repurchased or forfeited as a result of the reverse stock split.

F-34

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The table below provides details of the Company’s outstanding shares of common stock as of June 30, 2018 (prior to the Listing) and December 31, 2018:
June 30, 2018 (prior to the Listing) As of December 31, 2018
Shares Outstanding Class A Common Stock Class B-2 Common Stock Shares Outstanding
Shares of common stock [1]
105,049,705  78,749,079  26,262,477  105,011,556 
Vesting and conversion of Class B Units [2] [3]
—  1,052,420  —  1,052,420 
Redemption of Class A Units (formerly known as OP Units) [3] [4]
—  30,691  —  30,691 
Unvested restricted shares [5]
9,088  134,025  2,209  136,234 
   Total 105,058,793  79,966,215  26,264,686  106,230,901 
__________
[1]See “Corporate Actions” above for a description of the reverse stock split and classification of shares as Class A common stock, Class B-1 common stock and Class B-2 common stock. Fractional shares of Class A common stock totaling 18,460 were repurchased by the Company as a result of the reverse stock split. In accordance with their terms, all shares of Class B-1 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on October 10, 2018. As a result of this conversion, on October 10, 2018, all fractional shares of Class B-1 common stock totaling approximately 19,945 shares were repurchased by the Company. Amount at June 30, 2018 included 8,888 shares of common stock owned by American Finance Special Limited Partner, LLC (the “Special Limited Partner”). During the second half of 2018, 4,444 shares of Class A common stock owned by the Special Limited Partner were distributed to individual members of the entity and, as a result, the Special Limited Partner owned 2,222 shares of Class A common stock and 2,222 shares of Class B-2 common stock as of December 31, 2018.
[2]The performance-based restricted, forfeitable partnership units of the OP designated as “Class B Units” (“Class B Units”) vested and were converted into an equal number of units of limited partnership designated as “Class A Units” (“Class A Units”). In addition, effective at the Listing following this conversion and as approved by the Company’s board of directors, these Class A Units were redeemed for an equal number of newly issued shares of Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP (see Note 10 — Related Party Transactions and Arrangements for additional information).
[3]Following the Listing, all of the shares of Class A common stock, Class B-1 common stock and Class B-2 common stock owned by the Advisor and its affiliates (including the Special Limited Partner) were distributed pro rata to the individual members of those entities, including Edward M. Weil, Jr., the Company’s chairman and chief executive officer.
[4]Pursuant to the redemption provisions contained in the agreement of limited partnership of the OP, holders of Class A Units may redeem all or a portion of their Class A Units for, at the Company’s election, either shares of Class A common stock or the cash equivalent thereof. 203,612 Class A Units were eligible for redemption after the Listing. On July 20, 2018, 30,691 Class A Units held by the Special Limited Partner and another affiliate of the Advisor were redeemed for an equal number of newly issued shares of Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP.
[5]Fractional unvested restricted shares of common stock (“restricted shares”) held by the Company’s independent directors totaled approximately seven, and these fractional shares were forfeited in connection with the reverse stock split effected prior to the Listing. Also, during the three months ended September 30, 2018, the Company issued 127,402 restricted shares in the aggregate to members of the Company’s board of directors (see Note 12 — Equity-Based Compensation).
Tender Offers
On February 15, 2018, in response to an unsolicited offer to the Company’s stockholders to purchase 1,000,000 shares of the Company’s common stock at a price of $13.66 per share, the Company commenced a tender offer for up to 1,000,000 shares at a price of $14.35 per share (the “February Offer”). The Company made the February Offer in order to deter an unsolicited bidder and other potential future bidders that might have tried to exploit the illiquidity of the Company’s then unlisted common stock. In accordance with the terms of the February Offer, which expired on March 27, 2018, the Company accepted for purchase 483,716 shares for a total cost of approximately $6.9 million, excluding fees and expenses relating to the February Offer.
On May 1, 2018, in response to an unsolicited offer to the Company’s stockholders to purchase 1,000,000 shares of the Company’s common stock at a price of $15.35 per share, the Company commenced a tender offer for up to 1,000,000 shares at a price of $15.45 per share (the “May Offer”). The Company made the May Offer in order to deter an unsolicited bidder and other potential future bidders that might have tried to exploit the illiquidity of the Company’s then unlisted common stock. In accordance with the May Offer, which expired on May 31, 2018, the Company accepted for purchase 207,713 shares for a total cost of approximately $3.2 million, excluding fees and expenses relating to the May Offer.
F-35

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Terminated Share Repurchase Program
In anticipation of the Listing, the Company’s board of directors terminated the Company’s previous share repurchase program (the “SRP”) in accordance with its terms, effective June 30, 2018. The Company’s board of directors had previously authorized the Company to repurchase shares pursuant to the SRP, which permitted investors to offer to sell their shares back to the Company at a price based on the then-current Estimated Per-Share NAV after they held them for at least one year, subject to certain conditions and limitations. The Company repurchased shares on a semiannual basis, at the sole discretion of the Company’s board of directors, with respect to each six-month period ending June 30 and December 31.
When a stockholder requested repurchases and the repurchases were approved, the Company reclassified such an obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased had the status of authorized but unissued shares.
The following table summarizes the repurchases of shares under the SRP cumulatively through the SRP termination date of June 30, 2018:
Number of Shares Weighted-Average Price per Share
Cumulative repurchases as of December 31, 2014 303,907  $ 24.01 
Year ended December 31, 2015 1,769,738  24.13 
Year ended December 31, 2016 7,854  24.17 
Year ended December 31, 2017 1,225,365 
[1]
23.71 
Year ended December 31, 2018 412,939 
[2]
23.37 
Cumulative repurchases as of December 31, 2018 3,719,803  23.90 
_________
[1]Excludes rejected repurchase requests received during 2016 with respect to 5.9 million shares for $140.1 million at a weighted-average price per share of $23.65. Also, in July 2017, following the effectiveness of an amendment and restatement of the SRP pursuant to which only repurchase requests made following the death or qualifying disability of a stockholder were eligible for repurchase, the Company’s board of directors approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to December 31, 2017. No repurchases were made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP. At the time the SRP was terminated in anticipation of the Listing, effective June 30, 2018, we had received repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2018 to June 30, 2018 with respect to 0.6 million shares that were therefore not repurchased.
[2]During January 2018, the Company repurchased 412,939 shares for approximately $9.7 million at a price of $23.37 per share equal to the then current Estimated Per-Share NAV.
Distribution Reinvestment Plan
On June 29, 2018, the Company announced that its board of directors had suspended the Company’s then effective distribution reinvestment plan (the “Pre-Listing DRIP”) effective June 30, 2018. As a result, all dividends paid for the month of June 2018 were paid in cash in July 2018. Prior to its suspension, the Company’s stockholders were able to elect to reinvest dividends by purchasing shares of common stock from the Company at the applicable Estimated Per-Share NAV. On the Listing Date, an amendment and restatement of the Pre-Listing DRIP approved by the Company’s board of directors became effective (as so amended and restated, the “Post-Listing DRIP”).
Commencing with the dividend paid on August 3, 2018 (the first dividend paid following the Listing Date), the Company’s stockholders that have elected to participate in the Post-Listing DRIP may have dividends payable with respect to all or a portion of their shares of the Company’s common stock (including Class A common stock, Class B-1 common stock, prior to its automatic conversion in Class A common stock on October 10, 2018, and Class B-2 common stock, prior to its automatic conversion in Class A common stock on January 9, 2019) reinvested in shares of Class A common stock. Shares issued pursuant to the Post-Listing DRIP represent shares that are, at the election of the Company, either (i) acquired directly from the Company, which would issue new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee. During 2020, 2019 and 2018, all shares acquired by participants pursuant to the Post-Listing DRIP were acquired through open market purchases by the plan administrator and not acquired directly from the Company.
F-36

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Shares issued pursuant to the Pre-Listing DRIP or the Post-Listing DRIP are recorded within stockholders’ equity in the accompanying consolidated balance sheets in the period dividends are declared. During the years ended December 31, 2020 and 2019, no shares of common stock were issued pursuant to the Post-Listing DRIP and during the year ended December 31, 2018, approximately 1.0 million shares of common stock were issued by the Company pursuant to the Pre-Listing DRIP, and no shares were issued by the Company pursuant to the Post-Listing DRIP.
ATM Program Class A Common Stock
In May 2019, the Company established an “at the market” equity offering program for Class A common stock (the “Class A Common Stock ATM Program”), pursuant to which the Company may from time to time, offer, issue and sell to the public up to $200.0 million in shares of Class A common stock, through sales agents. The Company did not sell any shares under the Class A Common Stock ATM Program during the year ended December 31, 2020. The Company sold 2,229,647 shares under the Class A Common Stock ATM Program for gross proceeds of $32.4 million and net proceeds of $31.6 million, after commissions paid and additional issuance costs of approximately $0.8 million during the year ended December 31, 2019.
Preferred Stock
The Company is authorized to issue up to 50,000,000 shares of preferred stock, of which it has classified and designated 8,796,000 as authorized shares of its Series A Preferred Stock, 120,000 as authorized shares of its Series B Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”) and 3,680,000 as authorized shares of its Series C Preferred Stock as of December 31, 2020. The Company had 7,842,008 and 6,917,230 shares of Series A Preferred Stock issued and outstanding as of December 31, 2020 and 2019, respectively. No Series B Preferred Stock is issued or outstanding as of December 31, 2020 or 2019. The Company had 3,535,700 shares of its Series C Preferred Stock issued and outstanding as of December 31, 2020 as a result of an underwritten offering in December 2020 (see below for details).
Underwritten Offerings Series A Preferred Stock
On March 26, 2019, the Company completed the initial issuance and sale of 1,200,000 shares of Series A Preferred Stock in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. The offering generated gross proceeds of $30.0 million and net proceeds of $28.6 million, after deducting underwriting discounts and offering costs paid by the Company.
On April 10, 2019, the underwriters in the offering exercised their option to purchase additional shares of Series A Preferred Stock, and the Company sold an additional 146,000 shares of Series A Preferred Stock, which generated gross proceeds of $3.7 million and resulted in net proceeds of approximately $3.5 million, after deducting underwriting discounts.
On September 9, 2019, the Company completed the issuance and sale of 3,450,000 shares of Series A Preferred Stock (including 450,000 shares issued and sold pursuant to the underwriter’s exercise of its option to purchase additional shares in full) in an underwritten public offering at a public offering price equal to $25.25 per share. The offering generated gross proceeds of $87.1 million and net proceeds of $83.5 million, after deducting underwriting discounts and offering costs paid by the Company.

F-37

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
ATM Program Series A Preferred Stock
In May 2019, the Company established an “at the market” equity offering program for Series A Preferred Stock (the “Series A Preferred Stock ATM Program”) pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series A Preferred Stock having an aggregate offering price of up to $50.0 million, which was subsequently increased to $100.0 million in October 2019 and was then increased again to $200.0 million in January 2021. During the year ended December 31, 2020, the Company sold 924,778 shares under the Series A Preferred Stock ATM Program for gross proceeds of $23.3 million and net proceeds of $22.4 million, after commissions paid of $0.9 million. During the year ended December 31, 2019, the Company sold 2,121,230 shares under the Series A Preferred Stock ATM Program for gross proceeds of $54.0 million and net proceeds of $53.2 million, after commissions paid of approximately $0.8 million.
Series A Preferred Stock Terms
The Series A Preferred Stock is listed on Nasdaq under the symbol “AFINP.” Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 7.50% of the $25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. On and after March 26, 2024, at any time and from time to time, the Series A Preferred Stock is redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control, each as defined in the articles supplementary classifying and designating the terms of the Series A Preferred Stock (the “Articles Supplementary”), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole but not in part, within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the holders of Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Class A common stock.
The Series A Preferred Stock ranks senior to Class A common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.
If dividends on any outstanding shares of Series A Preferred Stock have not been paid for six or more quarterly periods, holders of Series A Preferred Stock and holders of any other class or series of preferred stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock, will have the exclusive power, voting together in a single class, to elect two additional directors until all accrued and unpaid dividends on the Series A Preferred Stock have been fully paid. In addition, the Company may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up or amend the Company’s charter to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter by holders of outstanding shares of Series A Preferred Stock and holders of any other similarly-affected classes and series of preferred stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.
Underwritten Offering Series C Preferred Stock
On December 18, 2020, the Company completed the initial issuance and sale of 3,535,700 shares of Series C Preferred Stock (including 335,700 shares from the underwriters' exercise of their overallotment option to purchase additional shares) in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. The offering generated gross proceeds of $88.4 million and net proceeds of $85.2 million after deducting the underwriting discount of $2.8 million and offering costs of $0.4 million paid by the Company.
ATM Program Series C Preferred Stock
In January, 2021, the Company established an “at the market” equity offering program for Series C Preferred Stock (the “Series C Preferred Stock ATM Program”). See Note 15 — Subsequent Events for additional information.
Series C Preferred Stock Terms
The Series C Preferred Stock is listed on Nasdaq under the symbol “AFINO.” Holders of Series C Preferred Stock are entitled to cumulative dividends in the amount of 7.375% of the $25.00 liquidation preference per share per annum. The Series C Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased.
F-38

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
On and after December 18, 2025, at any time and from time to time, the Series C Preferred Stock will be redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the Articles Supplementary), the Company may, subject to certain conditions, at its option, redeem the Series C Preferred Stock, in whole but not in part, within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the holders of Series C Preferred Stock will have certain rights to convert Series C Preferred Stock into shares of Class A Common Stock.
The Series C Preferred Stock ranks senior to Class A Common Stock and the Company’s Series B Preferred Stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up, and on parity with Series A Preferred Stock.
If dividends on any outstanding shares of Series C Preferred Stock have not been paid for six or more quarterly periods, holders of Series C Preferred Stock and holders of any other class or series of preferred stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock, will have the exclusive power, voting together in a single class, to elect two additional directors until all accrued and unpaid dividends on the Series C Preferred Stock have been fully paid. In addition, the Company may not authorize or issue any class or series of equity securities ranking senior to the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up or amend the Company’s charter to materially and adversely change the terms of the Series C Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter by holders of outstanding shares of Series C Preferred Stock and holders of any other similarly-affected classes and series of preferred stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series C Preferred Stock do not have any voting rights.
Dividends
Dividends to Common Stockholders
Year Ended December 31, 2020
In January, February and March of 2020, the Company paid dividends on its common stock to an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis. In March 2020, the Company’s board of directors approved a reduction in the Company’s annualized common stock dividend to $0.85 per share, or $0.0708333 per share on a monthly basis, due to the uncertain and rapidly changing environment caused by the COVID-19 pandemic. The new common stock dividend rate became effective beginning with the Company’s April 1 dividend declaration.
Historically, and through September 30, 2020, the Company declared dividends on its common stock based on monthly record dates and generally paid dividends, once declared, on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to Class A common stock holders of record on the applicable record date. On August 27, 2020, the Company’s board of directors approved a change in the Company’s Class A common stock dividend policy. The Company anticipates paying future dividends authorized by its board of directors on shares of Class A common stock on a quarterly basis in arrears on the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to Class A common stockholders of record on the record date for such payment. This change affected the frequency of dividend payments only, and did not impact the annualized dividend rate on Class A common stock of $0.85.
Year Ended December 31, 2019
During the year ended December 31, 2019, the Company paid dividends on its common stock to an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis.
Year Ended December 31, 2018
In April 2013, the Company’s board of directors authorized a monthly dividend equivalent to $1.65 per annum, per share of common stock. Effective July 1, 2017, the Company’s board of directors authorized a decrease in the daily accrual of dividends to an annualized rate of $1.30 per annum, per share of common stock. In connection with the Listing, the Company’s board of directors changed the rate at which the Company pays dividends on its common stock to an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis, effective as of July 1, 2018. Additionally, effective July 1, 2018, the Company transitioned to declaring dividends based on quarterly basis with one month in arrears using monthly, rather than
F-39

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
daily, record dates and generally pays dividends on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to common stockholders of record on the applicable record date of such month. Prior to July 1, 2018, dividends were payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. In January 2019, the Company declared a dividend for December 2018, January 2019 and February 2019 resulting in only 11 months declared dividends during the year ended December 31, 2018. Notwithstanding the changes to the declaration dates, the Company paid 12 months of dividends during the year ended December 31, 2018. Dividend payments are dependent on the availability of funds. The Company’s board of directors may reduce the amount of dividends paid or suspend dividend payments at any time and therefore dividends payments are not assured.
Dividends to Series A Preferred Stockholders
Dividends on the Company’s Series A Preferred Stock accrue at an amount equal to $1.875 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date.
Dividends to Series C Preferred Stockholders
Dividends on the Company’s Series C Preferred Stock accrue in an amount equal to $1.844 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series C Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. The first dividend for the Series C Preferred Stock will be paid on April 15, 2021 and will represent an accrual for more than a full quarter, covering the period from December 18, 2020 to March 31, 2021.
Tax Characteristics of Dividends
The following table details from a tax perspective, the portion of common stock dividends classified as return of capital and ordinary dividend income for tax purposes, per share per annum, for the years ended December 31, 2020, 2019 and 2018. All dividends paid on the Series A Preferred Stock were considered 100% ordinary dividend income for tax purposes. As previously discussed, no dividends were paid on the Series C Preferred Stock during the year ended December 31, 2020. The first such dividend will be paid in 2021.
Year Ended December 31,
2020 2019 2018
Return of capital 90.3  % $ 0.63  90.2  % $ 0.99  93.2  % $ 1.03 
Ordinary dividend income 9.7  % 0.07  9.8  % 0.11  6.8  % 0.07 
Total 100.0  % $ 0.70  100.0  % $ 1.10  100.0  % $ 1.10 
Stockholder Rights Plan
In April 2020 the Company announced that its board of directors approved a short-term stockholder rights plan (the “Plan”) to protect the long-term interests of the Company. The Company adopted the Plan due to the substantial volatility in the trading of the Company’s Class A common stock that has resulted from the ongoing COVID-19 pandemic. The adoption of the Plan is intended to allow the Company to realize the long-term value of the Company’s assets by protecting the Company from the actions of third parties that the Company’s board of directors determines are not in the best interest of the Company. By adopting the Plan, the Company believes that it has best positioned itself to navigate through this period of volatility brought on by COVID-19. The Company’s Plan is designed to reduce the likelihood that any person or group (including a group of persons that are acting in concert with each other) would gain control of the Company through open market accumulation of stock by imposing significant penalties upon any person or group that acquires 4.9% or more of the outstanding shares of Class A common stock without the approval of the Company’s board of directors. In connection with the adoption of the Plan, the Company’s board of directors authorized a dividend of one preferred share purchase right for each outstanding share of Class A common stock to stockholders of record on April 23, 2020 to purchase from the Company one one-thousandth of a share of Series B Preferred Stock for an exercise price of $35.00 per one-thousandth of a share, once the rights become exercisable, subject to adjustment as provided in the related rights agreement. By the terms of the Plan, the rights will initially trade with Class A common stock and will generally only become exercisable on the 10th business day after the Company’s board of directors become aware that a person or entity has become the owner of 4.9% or more of the shares of Class A common stock or the commencement of a tender or exchange offer which would result in the offeror becoming an owner of 4.9% or more of
F-40

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
the Class A common stock. In February 2021, the expiration date of these rights was extended to April 12, 2024. See Note 15 —Subsequent Events for additional information.
Non-Controlling Interest
Non-controlling interests resulted from the issuance of OP Units in conjunction with the Merger and were recognized at fair value as of the effective time of the Merger on February 16, 2017. In addition, under the 2018 OPP, the OP issued LTIP Units, which are also reflected as part of non-controlling interest as of December 31, 2020 and 2019. See Note 12 — Equity Based Compensation - Multi-Year Outperformance Agreement for more information regarding the LTIP Units and related accounting. As of December 31, 2020 and 2019, non-controlling interest is comprised of the following components:
December 31,
(In thousands) 2020 2019
Non-controlling interest attributable to LTIP Units $ 28,317  $ 16,461 
Non-controlling interest attributable to Class A Units 2,205  2,438 
   Total non-controlling interest $ 30,522  $ 18,899 
Note 9 — Commitments and Contingencies
Lessee Arrangements - Ground Leases
The Company is a lessee in ground lease agreements for seven of its properties. The ground leases have lease durations, including assumed renewals, ranging from 17.0 years to 34.7 years as of December 31, 2020. On January 1, 2019, the Company adopted ASC 842 and recorded ROU assets and lease liabilities related to these ground leases, which are classified as operating leases under the lease standard (see Note 2 — Summary of Significant Accounting Polices for additional information on the impact of adopting the new standard).
As of December 31, 2020, the Company’s balance sheet includes operating lease right-of-use assets and operating lease liabilities of $18.5 million and $19.2 million, respectively. In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the adoption of the new lease guidance as well as for new operating leases in the current period, the Company estimated an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. Because the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment.
The Company’s operating ground leases have a weighted-average remaining lease term, including assumed renewals, of 27.9 years and a weighted-average discount rate of 7.5% as of December 31, 2020. For the years ended December 31, 2020 and 2019, the Company paid cash of $1.5 million and $1.5 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $1.8 million and $2.7 million, respectively, on a straight-line basis in accordance with the standard. The expenses recorded in 2019 included an out-of-period adjustment of $0.9 million (see Note 2 — Summary of Significant Accounting Polices for additional information). The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive income (loss). The Company did not enter into any additional ground leases during the nine months ended December 31, 2020.
The following table reflects the base cash rental payments due from the Company as of December 31, 2020:
(In thousands) Future Base Rent Payments
2021 $ 1,515 
2022 1,532 
2023 1,549 
2024 1,560 
2025 1,598 
Thereafter 44,358 
Total lease payments 52,112 
Less: Effects of discounting (32,875)
Total present value of lease payments $ 19,237 
F-41

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020

Litigation and Regulatory Matters
On February 8, 2018, Carolyn St. Clair-Hibbard, a purported stockholder of the Company, filed a putative class action complaint in the United States District Court for the Southern District of New York against the Company, AR Global, the Advisor, and both individuals who previously served as the Company’s chief executive officer and chair of the board of directors (the “Former Chairmen”). On February 23, 2018, the complaint was amended to, among other things, assert some claims on the plaintiff’s own behalf and other claims on behalf of herself and other similarly situated shareholders of the Company as a class. On April 26, 2018, defendants moved to dismiss the amended complaint. On May 25, 2018, plaintiff filed a second amended complaint. The second amended complaint alleges that the proxy materials used to solicit stockholder approval of the Merger at the Company’s 2017 annual meeting were materially incomplete and misleading. The complaint asserts violations of Section 14(a) of the Exchange Act against the Company, as well as control person liability against the Advisor, AR Global, and the Former Chairmen under 20(a). It also asserts state law claims for breach of fiduciary duty against the Advisor, and claims for aiding and abetting such breaches, of fiduciary duty against the Advisor, AR Global and the Former Chairmen. The complaint seeks unspecified damages, rescission of the Company’s advisory agreement (or severable portions thereof) which became effective when the Merger became effective, and a declaratory judgment that certain provisions of the Company’s advisory agreement are void. The Company believes the second amended complaint is without merit and intends to defend vigorously. On June 22, 2018, defendants moved to dismiss the second amended complaint. On August 1, 2018, plaintiff filed an opposition to defendants’ motions to dismiss. Defendants filed reply papers on August 22, 2018, and oral argument was held on September 26, 2018. On September 23, 2019, the Court granted defendants’ motions and dismissed the complaint with prejudice, and the plaintiff appealed. On May 5, 2020, the United States Court of Appeals for the Second Circuit affirmed the lower court’s dismissal of the complaint.
On October 26, 2018, Terry Hibbard, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. All of the directors immediately prior to the Merger, except for David Gong, currently serve as directors of the Company. The complaint alleged that the registration statement pursuant to which RCA shareholders acquired shares of the Company during the Merger contained materially incomplete and misleading information.  The complaint asserted violations of Section 11 of the Securities Act against the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and control person liability against the Advisor, AR Global and the Former Chairmen— under Section 15 of the Securities Act. The complaint sought unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement.
On March 6, 2019, Susan Bracken, Michael P. Miller and Jamie Beckett, purported stockholders of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, on behalf of themselves and others who purchased shares of common stock through the Company’s then effective distribution reinvestment plan, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The complaint alleged that the April and December 2016 registration statements pursuant to which class members purchased shares contained materially incomplete and misleading information. The complaint asserted violations of Section 11 of the Securities Act against the Company, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and control person liability against the Advisor, AR Global and the Former Chairmen under Section 15 of the Securities Act. The complaint sought unspecified damages and either rescission of the Company’s sale of stock or rescissory damages.
On April 30, 2019, Lynda Callaway, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The complaint alleged that the registration statement pursuant to which plaintiff and other class members acquired shares of the Company during the Merger contained materially incomplete and misleading information. The complaint asserted violations of Section 11 of the Securities Act against the Company, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and
F-42

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
control person liability under Section 15 of the Securities Act against the Advisor, AR Global, and the Former Chairmen. The complaint sought unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement.
On July 11, 2019, the New York State Supreme Court issued an order consolidating the three above-mentioned cases: Terry Hibbard, Bracken, and Callaway (the “Consolidated Cases”). The Court also stayed the Consolidated Cases pending a decision on the motions to dismiss in the St. Clair-Hibbard litigation pending in the United States District Court for the Southern District of New York. Following the federal court’s decision on St. Clair-Hibbard the motions to dismiss, on October 31, 2019 plaintiffs filed an amended consolidated class action complaint in the Consolidated Cases seeking substantially similar remedies from the same defendants. The Company moved to dismiss the amended consolidated complaint on December 16, 2019. After the parties completed briefing on this motion, the United States Court of Appeals for the Second Circuit issued its decision affirming dismissal of the St. Clair-Hibbard action. Plaintiffs moved to amend their complaint, purportedly to limit it to claims still viable in spite of the results of the federal action. The proposed second amended complaint no longer contains direct claims against the Company. Instead, plaintiffs seek to pursue state law claims derivatively against the Advisor, AR Global, the Company’s initial chief executive officer and chair of the board of directors, the Company’s current directors and David Gong, a former director, with the Company as a nominal defendant. Plaintiffs’ motion to amend has been fully briefed, and oral argument was held in November 2020. The parties are now awaiting a decision from the Court. The Company believes that the proposed second amended complaint is without merit and intends to defend against it vigorously. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company.
During the years ended December 31, 2020, 2019 and 2018, the Company incurred legal costs related to the above litigation of approximately $0.8 million, $1.3 million and $1.9 million, respectively. A portion of these litigation costs are subject to a claim for reimbursement under the insurance policies maintained by the Company (“the Policies”), and during the years ended December 31, 2020 and 2019, reimbursements of $9,000 and $2.3 million, respectively, were received and recorded in other income in the consolidated statements of operations and comprehensive loss. The Company may receive additional reimbursements in the future. However, the Policies are subject to other claims that have priority over the Company’s claim for reimbursement, and the Company therefore does not believe it is likely to recover any additional reimbursements.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations.
Note 10 — Related Party Transactions and Arrangements
Fees and Participations Incurred in Connection with the Operations of the Company
Summary of Advisory Agreement
The initial term of the Advisory Agreement expires on April 29, 2035. This term is automatically renewed for successive 20-year terms upon expiration unless the Advisory Agreement is terminated (1) in accordance with an Internalization, (2) by the Company or the Advisor with cause, without penalty, with 60 days’ notice, (3) by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Advisory Agreement or (b) any material breach of the Advisory Agreement of any nature whatsoever by the Company, or (4) by the Advisor in connection with a change of control of the Company. Upon the termination of the Advisory Agreement, the Advisor will be entitled to receive from the Company all amounts due to the Advisor, as well as the then-present fair market value of the Advisor’s interest in the Company.
The Advisory Agreement grants the Company the right to internalize the services provided under the Advisory Agreement (“Internalization”) and to terminate the Advisory Agreement pursuant to a notice received by the Advisor as long as (i) more than 67% of the Company’s independent directors have approved the Internalization; and (ii) the Company pays the Advisor an Internalization fee equal to (1) $15.0 million plus (2) either (x) if the Internalization occurs on or before December 31, 2028, the Subject Fees (defined below) multiplied by 4.5, or (y) if the Internalization occurs on or after January 1, 2029, the Subject Fees multiplied by 3.5 plus (3) 1.0% multiplied by (x) the purchase price of properties or other investments acquired after the end of the fiscal quarter in which the notice of Internalization is received by the Advisor and prior to the Internalization and (y) without duplication, the cumulative net proceeds of any equity raised by the Company during the period following the end of
F-43

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
the fiscal quarter in which notice is received and the Internalization. The “Subject Fees” are equal to (i) the product of four multiplied by the sum of (A) the actual base management fee (including both the fixed and variable portion thereof) plus (B) the actual variable management fee, in each of clauses (A) and (B), payable for the fiscal quarter in which the notice of Internalization is received by the Advisor, plus, (ii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised in respect of the fiscal quarter in which the notice of Internalization is received by the Advisor. Up to 10% of the Internalization fee may be payable in shares of Class A common stock subject to certain conditions.
2019 Advisory Agreement Amendment
On March 18, 2019, the Company entered into Amendment No.2 to the Advisory Agreement, by and among the OP and the Advisor. Amendment No.2 revised the section of the Advisory Agreement specifically related to reimbursable administrative service expenses, including reasonable salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, including those of certain executive officers of the Company. See the “Professional Fees and Other Reimbursements” section below for details.
2020 Advisory Agreement Amendments
On March 30, 2020, the Company entered into Amendment No.3 to the Advisory Agreement, by and among the OP and the Advisor. Amendment No.3 revised the section of the Advisory Agreement to temporarily lower the quarterly thresholds of Core Earnings Per Adjusted Share (as defined in the Advisory Agreement) the Company must reach on a quarterly basis for the Advisor to receive the Variable Management Fee (as defined in the Advisory Agreement). On January 13, 2021, the Company entered into Amendment No. 4 to the Advisory Agreement to extend the expiration of these thresholds to the end of the fiscal quarter ending December 31, 2021. For additional information, see the “Asset Management Fees and Variable Management/Incentive Fees” section below and Note 15 — Subsequent Events.
In-Sourced Expenses
The Advisor has been and may continue to be reimbursed for costs it incurs in providing investment-related services, or “insourced expenses.” These insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company has paid and may continue to pay third party acquisition expenses. The aggregate amount of acquisition expenses, including insourced expenses, may not exceed 4.5% of the contract purchase price of the Company’s portfolio or 4.5% of the amount advanced for all loans or other investments and this threshold has not been exceeded through December 31, 2020.
The Company incurred $0.2 million, $0.2 million and $0.3 million of acquisition expenses and related cost reimbursements for the years ended December 31, 2020, 2019 and 2018, respectively.
Asset Management Fees and Variable Management/Incentive Fees
The Company pays the Advisor a fixed base management fee and a variable base management fee. Under the Advisory Agreement, the fixed portion of the base management fee increased from $18.0 million annually to (i) $21.0 million annually for the period from February 16, 2017 until February 16, 2018; (ii) $22.5 million annually for the period from February 17, 2018 until February 16, 2019; and (iii) $24.0 million annually for the remainder of the term. If the Company acquires (whether by merger, consolidation or otherwise) any other REIT, that is advised by an entity that is wholly owned, directly or indirectly, by AR Global, other than any joint venture, (a “Specified Transaction”), the fixed portion of the base management fee will be increased by an amount equal to the consideration paid for the acquired company’s equity multiplied by 0.0031 for the first year following the Specified Transaction, 0.0047 for the second year and 0.0062 thereafter. The variable portion of the base management fee is a monthly fee equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by the Company and its subsidiaries from and after the initial effective date of the Advisory Agreement on February 16, 2017. Base management fees, including the variable portion, are included in asset management fees to related party on the consolidated statements of operations and comprehensive loss. The Company incurred $27.8 million, $25.7 million and $23.1 million for the years ended December 31, 2020, 2019 and 2018, respectively, in base management fees (including both the fixed and variable portion).
In addition, under the Advisory Agreement, the Company is required to pay the Advisor a variable management fee. Prior to the Listing Date, the amount that was required to be paid was equal to the product of (1) the fully diluted shares of common stock outstanding multiplied by (2) (x) 15.0% of the applicable quarter’s Core Earnings per share in excess of $0.375 per share plus (y) 10.0% of the applicable quarter’s Core Earnings per share in excess of $0.50 per share, in each case as adjusted for changes in the number of shares of common stock outstanding. On the Listing Date, the Company entered into an amendment
F-44

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
to the Advisory Agreement (the “Listing Amendment”) which lowered the quarterly thresholds of Core Earnings per share the Company must reach in a particular quarter for the Advisor to receive a variable management fee from $0.375 and $0.50 to $0.275 and $0.3125. The definition of Adjusted Outstanding Shares (as defined in the Advisory Agreement), which is used to calculate Core Earnings per share, is based on the Company’s reported diluted weighted-average shares outstanding. In accordance with Amendment No. 3 to the Advisory Agreement entered into March 30, 2020, for the quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, the low and high thresholds were reduced from $0.275 and $0.3125, respectively, to $0.23 and $0.27, respectively. On January 13, 2021, the Company entered into Amendment No. 4 to the Advisory Agreement to extend the expiration of these thresholds from the end of the fiscal quarter ended December 31, 2020 to the end of the fiscal quarter ending December 31, 2021 in light of the continued economic impact of the COVID-19 pandemic.
Core Earnings is defined as, for the applicable period, net income or loss computed in accordance with GAAP excluding non-cash equity compensation expense, the variable management fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses (in each case after discussions between the Advisor and the independent directors and the approval of a majority of the independent directors). The variable management fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor and the value of any share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. The Company recorded $0.1 million in variable management fees during the year ended December 31, 2020 and recorded $0.1 million in variable management fees during the year ended December 31, 2019. The Company did not incur any variable management fees during the year ended December 31, 2018.
Prior to the Listing, in aggregate, the Company’s board of directors had approved and the OP had issued 1,052,420 Class B Units to the Advisor. Pursuant to the terms of the amended and restated agreement of limited partnership of the OP (the “A&R OP Agreement”), the Advisor was entitled to receive distributions on unvested Class B Units equal to the dividend amount received on the same number of shares of the Company’s common stock. Such distributions on issued Class B Units were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. As a result of the Listing and the prior determination by the Company’s board of directors that the applicable conditions under the A&R OP Agreement had been satisfied, the Class B Units vested in accordance with their terms. The Class B Units were converted into an equal number of Class A Units. In addition, effective at the Listing following this conversion and as approved by the Company’s board of directors, these Class A Units were redeemed for an equal number of newly issued shares of Class A common stock consistent with the redemption provisions contained in the Second A&R OP Agreement. As a result, the Company recorded a non-cash expense of approximately $15.8 million, which is recorded in vesting and conversion of Class B Units in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2018.
Property Management Fees
The Company has a property management agreement (the “Multi-Tenant Property Management Agreement”), a leasing agreement (the “Multi-Tenant Leasing Agreement”) and a net lease property management and leasing agreement (the “Net Lease Property Management Agreement”) with the Property Manager. The Multi-Tenant Property Management Agreement, the Multi-Tenant Leasing Agreement and the Net Lease Property Management Agreement each became effective on February 16, 2017. In connection with the issuance of the Net Lease Mortgage Notes, subsidiaries of the Company have entered into the Property Management and Servicing Agreement, dated May 30, 2019 (the “ABS Property Management Agreement”), with the Property Manager, KeyBank, as back-up property manager, and Citibank, N.A. as indenture trustee.
The Multi-Tenant Property Management Agreement provides that, unless a property is subject to a separate property management agreement with the Property Manager, the Property Manager is the sole and exclusive property manager for the Company’s multi-tenant properties, which are generally retail properties, such as power centers and lifestyle centers. In December 2017, in connection with a $210.0 million mortgage loan secured by 12 of the Company’s retail properties, the Company entered into 12 identical property management agreements with the Property Manager, the substantive terms of which are substantially identical to the terms of the Multi-Tenant Property Management Agreement, except they do not provide for the transition fees described below.
F-45

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Multi-Tenant Property Management Agreement entitles the Property Manager to a management fee equal to 4% of the gross rental receipts from the multi-tenant properties, including common area maintenance reimbursements, tax and insurance reimbursements, percentage rental payments, utility reimbursements, late fees, vending machine collections, service charges, rental interruption insurance, and a 15% administrative charge for common area expenses.
In addition, the Property Manager is entitled to a one time transition fee of up to $2,500 for each multi-tenant property managed, a construction fee equal to 6% of construction costs incurred, if any, and reimbursement of all expenses specifically related to the operation of a multi-tenant property, including compensation and benefits of property management, accounting, lease administration, executive and supervisory personnel of the Property Manager, and excluding expenses of the Property Manager’s corporate and general management office and excluding compensation and other expenses applicable to time spent on matters other than the multi-tenant properties.
Pursuant to the Multi-Tenant Leasing Agreement, the Company may, under certain circumstances and subject to certain conditions, pay the Property Manager a leasing fee for services in leasing multi-tenant properties to third parties.
The Company’s double- and triple-net leased single- tenant properties are managed by the Property Manager pursuant to the Net Lease Property Management Agreement, unless they are subject to a separate agreement with the Property Manager. The Net Lease Property Management Agreement permits the Property Manager to subcontract its duties to third parties and provides that the Company is responsible for all costs and expenses of managing the properties, except for general overhead and administrative expenses of the Property Manager. In December 2019, in connection with a loan secured by four properties leased to Stop & Shop, the Company entered into a property management and leasing agreement with the Property Manager with respect to the four properties, the substantive terms of which are substantially identical to the terms of the Net Lease Property Management Agreement, except that it limits the fees payable to the Property Manager and any subcontractor to 3.0% of operating income in the event that the Property Manager subcontracts its duties under the agreement.
In July 2020, in connection with the loan agreement with Column Financial, Inc., all but one of the Company’s borrower subsidiaries entered into a new property management and leasing agreement with the Property Manager with respect to all but one of the mortgaged properties, all of which are double- and triple-net leased single-tenant properties. The Company’s other double- and triple-net leased single-tenant properties, including the one mortgaged property excluded from the new property management and leasing agreement, are managed by the Property Manager pursuant to the Net Lease Property Management Agreement. The new property management and leasing agreement is identical to the Net Lease Property Management Agreement, except that the new property management and leasing agreement does not permit the Property Manager to subcontract its duties to third parties.
The current term of the Net Lease Property Management Agreement ends on October 1, 2021, and is automatically renewed for successive one-year terms unless terminated 60 days prior to the end of a term or terminated for cause. On November 4, 2020, in light of the investment to be made by the Property Manager and its affiliates in property management infrastructure for the benefit of the Company and its subsidiaries, the Company amended each of the Multi-Tenant Property Management Agreement and the Multi-Tenant Leasing Agreement to reflect that each agreement will expire on the later of (i) November 4, 2025 and (ii) the termination date of the Advisory Agreement. These agreements with the Property Manager may only be terminated for cause prior to the end of the term. Prior to the amendments, the term of these agreements would have ended on October 1, 2021, with automatic renewals for successive one-year terms unless terminated 60 days prior to the end of a term or terminated for cause.
Property Management and Services Agreement - Net Lease Mortgage Notes
Under the ABS Property Management Agreement, the Property Manager is responsible for servicing and administering the properties and leases securing the Net Lease Mortgage Notes under ordinary and special circumstances, and KeyBank, as the back-up property manager, is responsible for, among other things, maintaining current servicing records and systems for the assets securing the Net Lease Mortgage Notes in order to enable it to assume the responsibilities of the Property Manager in the event the Property Manager is no longer the property manager and special servicer. Pursuant to the ABS Property Management Agreement, the Property Manager may also be required to advance principal and interest payments on the Net Lease Mortgage Notes to preserve and protect the value of the applicable assets. The Company’s subsidiaries are required to reimburse any of these payments or advances.
Pursuant to the ABS Property Management Agreement, subsidiaries of the Company are required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25%, and (ii) the aggregate allocated loan amounts of all the properties that serve as part of the collateral for the Net Lease Mortgage Notes, except for specially serviced properties. With respect to the specially serviced properties, the Property Manager is entitled to receive a workout fee or liquidation fee under
F-46

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
certain circumstances based on 0.50% of applicable amounts recovered, as well as a monthly fee equal to the product of (i) one-twelfth of 0.75%, and (ii) the aggregate allocated loan amounts of all the specially serviced properties that serve as part of the collateral pool for the Net Lease Mortgage Notes. The Property Manager has retained KeyBank as a sub-manager pursuant to a separate sub-management agreement pursuant to which KeyBank provides certain services the Property Manager is required to provide as property manager under the ABS Property Management Agreement. Under the ABS Property Management Agreement, the Property Manager has agreed to waive (i) the portion of the monthly fee related to the properties that are not specially serviced that is in excess of the amount to be paid to KeyBank as sub-manager pursuant to the sub-management agreement, (ii) the workout fee, (iii) the liquidation fee and (iv) the monthly fee related to the properties that are specially serviced, although the Property Manager retains the right to revoke these waivers at any time. The Property Manager is also entitled to receive additional servicing compensation related to certain fees and penalties under the leases it is responsible for under the ABS Property Management Agreement.
The services provided by the Property Manager with respect to the double- and triple-net leased single-tenant properties in the collateral pool and related property management fees are separate and independent from the property management services the Property Manager has provided and will continue to provide with respect to those properties pursuant to the Net Lease Property Management Agreement.
Professional Fees and Other Reimbursements
The Company reimburses the Advisor’s costs of providing administrative services, including among other things, reasonable allocation of salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, except for costs to the extent that the employees perform services for which the Advisor receives a separate fee. The reimbursement includes reasonable overhead expenses, including the reimbursement of an allocated portion of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor. These reimbursements are exclusive of fees and other expense reimbursements incurred from and due to the Advisor that were passed through and ultimately paid to Lincoln Retail REIT Services, LLC (“Lincoln”) as a result of the Advisor’s prior arrangements with Lincoln to provide services to the Advisor in connection with the Company’s multi-tenant retail properties that are not net leased. The Advisor’s agreement with Lincoln expired in February 2021 and was not renewed. The expiration of the agreement with Lincoln did not affect the responsibilities and obligations of the Advisor or the Property Manager to the Company under the Company’s agreements with them.
These reimbursements are included in Professional fees and other reimbursements in the table below and in general and administrative expense in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2020, 2019 and 2018, the Company incurred $7.5 million (net of the $1.4 million change in estimate for the 2019 bonus awards, discussed below), $9.8 million and $8.6 million, respectively, of reimbursement expenses from the Advisor for providing administrative services.
Prior to Amendment No. 2, the Company had not reimbursed the Advisor or its affiliates, including the Property Manager, for salaries, wages, or benefits paid to the Company’s executive officers. Starting in 2019, under Amendment No. 2, the Company began to reimburse the Advisor for a portion of the salary, wages, and benefits paid to the Company’s chief financial officer as part of the aggregate reimbursement for salaries, wages and benefits of employees of the Advisor or its affiliates, excluding any executive officer who is also a partner, member or equity owner of AR Global and subject to a limit on certain limitations.
Beginning in 2019, under Amendment No. 2, the aggregate amount that may be reimbursed in each fiscal year for salaries, wages and benefits (excluding overhead) of employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”) for each fiscal year is subject to a limit that is equal to the greater of: (a) (the “Fixed Component”); and a (b) variable component (the “Variable Component”).
Both the Fixed Component and the Variable Component increase by an annual cost of living adjustment equal to the greater of (x) 3.0% and (y) the CPI, as defined in the amendment for the prior year ended December 31. Initially, for the year ended December 31, 2019: (a) the Fixed Component was equal to $7.0 million; and (b) the Variable Component was equal to: (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four, which amount is then (ii) multiplied by 0.20%.

F-47

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
If the Company sells real estate investments aggregating an amount equal to or more than 25% of Real Estate Cost in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Advisory Agreement), then within 12 months following the disposition(s), the advisory agreement requires the Advisor and the Company to negotiate in good faith to reset the Fixed Component; provided that if the proceeds of the disposition(s) are paid to shareholders of the Company as a special distribution or used to repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in Investments, the advisory agreement requires these negotiations within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the Company’s reduced assets.
For both the years ended December 31, 2020 and 2019, the total amount of reimbursements by the Company to the Advisor for salaries, wages and benefits that were subject to the Capped Reimbursement Amount was approximately $7.2 million, which was less than the approximately $8.1 million Variable Component of the Capped Reimbursement Amount.
As part of this reimbursement, the Company paid approximately $2.7 million in 2019 to the Advisor or its affiliates as reimbursement for bonuses of employees of the Advisor or its affiliates who provided administrative services during such calendar year, prorated for the time spent working on matters relating to the Company. The Company does not reimburse the Advisor or its affiliates for any bonus amounts relating to time dedicated to the Company by Edward M. Weil, Jr., the Company’s Chief Executive Officer. The Advisor formally awarded 2019 bonuses to employees of the Advisor or its affiliates in September 2020 (the “2019 Bonus Awards”), which were comprised of cash and restricted shares (for additional information on the restricted shares issued to these employees, see Note 12 — Equity-Based Compensation). The original $2.7 million estimate for bonuses recorded and paid to the Advisor in 2019 exceeded the cash portion of the 2019 Bonus Awards to be paid to employees of the Advisor or its affiliates by $1.4 million and to be reimbursed by the Company. As a result, during the three months ended September 30, 2020, the Company recorded a receivable from the Advisor of $1.4 million in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction in general and administrative expenses. Pursuant to authorization by the independent members of the Company’s board of directors, the $1.4 million receivable is payable to the Company over a 10-month period from January 2021 through October 2021.
Reimbursements for the cash portion of 2020 bonuses to employees of the Advisor or its affiliates continue to be expensed and reimbursed on a monthly basis during 2020 in accordance with the cash bonus estimates provided by the Advisor. Generally, prior to the 2019 Bonus Awards, employee bonuses have been formally awarded to employees of the Advisor or its affiliates in March as an all-cash award and paid out by the Advisor in the year subsequent to the year in which services were rendered to the Company.
Summary of fees, expenses and related payables
The following table details amounts incurred and payable to related parties in connection with the operations-related services described above as of and for the periods presented. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor’s arrangements with Lincoln:
Year Ended December 31, Payable (Receivable) as of December 31,
(In thousands) 2020 2019 2018 2020 2019
One-time fees and reimbursements:
Acquisition related cost reimbursements [1]
$ 201  $ 241  $ 318  $ 96  $ 53 
Vesting and conversion of Class B Units
—  —  15,786  —  — 
Ongoing fees:
Asset management fees to related party 27,829  25,695  23,143  177 
Property management and leasing fees [2]
6,604  9,921  9,620  —  1,153 
Professional fees and other reimbursements [3]
10,539  9,732  9,314  (77) (565)
[4]
Distributions on Class B Units [3] [5]
—  —  736  —  — 
Professional fee credit due from Advisor and its affiliates [6]
(1,862) —  —  (1,862)
[6]
— 
Total related party operation fees and reimbursements
$ 43,311  $ 45,589  $ 58,917  $ (1,666) $ 650 
__________
F-48

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
[1]Amounts included in acquisition and transaction related expenses in the consolidated statements of operations and comprehensive loss.
[2]Amounts included in property operating expenses in the consolidated statements of operations and comprehensive loss.
[3]Amounts included in general and administrative expense in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2019, the Company recorded a reduction of general and administrative expenses in the amount of $0.8 million related to the reversal of a payable balance at December 31, 2018 due to American National Stock Transfer, LLC, a subsidiary of RCS Capital Corporation (“RCAP”), which at the time the payable balance was recorded and prior to its bankruptcy filing was under common control with the Advisor. RCAP was also the parent company of Realty Capital Securities, LLC, the dealer manager in the Company’s initial public offering.
[4]Balance included a receivable of $0.7 million from the Advisor as of December 31, 2019 previously recorded in the fourth quarter of 2018, which, pursuant to authorization by the independent members of the Company’s board of directors, was payable over time during 2020 and had been fully repaid as of December 31, 2020.
[5]Subsequent to the Listing the Class B Units were fully vested and converted to Class A Units, which were then redeemed for shares of Class A common stock. Distributions with respect to shares of Class A common stock are treated as equity distributions whereas distributions with respect to Class B Units were treated as additional compensation and expensed.
[6]Included in general and administrative expenses. $1.4 million relates to overpayment of the 2019 Bonus Awards and $0.5 million relates to a receivable recorded for the overpayment of invoices in current and prior years for a shared service.
Listing Arrangements
Fees Incurred in Connection with a Listing
Pursuant to the A&R OP Agreement, in connection with the Listing, the OP was obligated to distribute to the Special Limited Partner a promissory note in an aggregate amount (the “Listing Amount”) equal to 15.0% of the difference (to the extent the result is a positive number) between:
the sum of (i) the “Market Value” (as defined in the A&R OP Agreement) of the Company’s common stock plus (ii) the sum of all distributions or dividends (from any source) paid by the Company to its stockholders prior to the Listing; and
the sum of (i) the gross proceeds (“Gross Proceeds”) of all public and private offerings, including issuance of the Company’s common stock pursuant to a merger (including the Merger) or business combination (an “Offering”) as of the Listing Date plus (ii) the total amount of cash that, if distributed to those stockholders who purchased shares of the Company’s common stock in an Offering prior to the Listing, would have provided those stockholders a 6.0% cumulative, non-compounded, pre-tax annual return (based on a 365-day year) on the Gross Proceeds.
Effective at the Listing, the OP entered into a listing note agreement with respect to this obligation (the “Listing Note”) with the Special Limited Partner and entered into a related subordination agreement (the “Subordination Agreement”) with the administrative agent under the Credit Facility, BMO Bank. The Listing Note evidenced the OP’s obligation to distribute to the Special Limited Partner the Listing Amount. The measurement period used to calculate the average Market Value of the Company’s common stock was from July 8, 2019 to August 16, 2019, the 30 consecutive trading days commencing on the 180th day following the date on which shares of Class B-2 common stock converted into shares of Class A common stock. Based on the actual Market Value during the measurement period, the Listing Amount was zero, and the Company has no distribution obligation to the Special Limited Partner related to the Listing Note. The final fair value of the Listing Note is zero, the same fair value the Listing Note had at issuance. The fair value at issuance was determined using a Monte Carlo simulation, which used a combination of observable and unobservable inputs.
Multi-Year Outperformance Agreement
On the Listing Date, the Company granted a performance-based equity award to the Advisor in the form of a Master LTIP Unit (the “Master LTIP Unit”) pursuant to the 2018 OPP which, together with the Second A&R OP Agreement, superseded in all respects the general terms of the multi-year outperformance agreement and the amendment and restatement of the limited partnership agreement of the OP previously approved by the Company’s board of directors in April 2015 to be effective upon a listing of the Company’s common stock. On August 30, 2018, the Master LTIP Units automatically converted into 4,496,796 LTIP Units in accordance with its terms. For additional information on the 2018 OPP, see Note 12 — Equity-Based Compensation.
Class A Unit Redemptions
Holders of Class A Units have the right to redeem their Class A Units for the cash value of a corresponding number of shares of Class A common stock, or at the option of the OP, a corresponding number of shares of Class A common stock in accordance with the Second A&R OP Agreement. Holders of OP Units had similar rights under the prior A&R OP Agreement. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.
Subsequent to the Listing, all of the Class A Units held by the Advisor and its affiliates were redeemed for shares of Class A common stock and all of the shares of Class A common stock, Class B-1 common stock and Class B-2 common stock owned
F-49

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
by the Advisor and its affiliates (including the Special Limited Partner) were distributed pro rata to the individual members of those entities, including Edward M. Weil, Jr., the Company’s chairman and chief executive officer. See Note 8 — Stockholders’ Equity and Non-Controlling Interest for additional information regarding these transactions.
Note 11 — Economic Dependency
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology.
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.
Note 12 — Equity-Based Compensation
Equity Plans
2018 Equity Plan
Effective at the Listing, the Company’s board of directors adopted an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2018 Equity Plan”). The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Under the Individual Plan, the Company may only make awards to its directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. By contrast, under the Advisor Plan the Company may only make awards to the Advisor.
The 2018 Equity Plan succeeded and replaced the existing employee and director restricted share plan (the “RSP”). Following the effectiveness of the 2018 Equity Plan at the Listing, no further awards issued under the RSP; provided, however, that any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, remained outstanding in accordance with their terms and the terms of the RSP until all those awards are vested, forfeited, canceled, expired or otherwise terminated in accordance with their terms. The Company accounts for forfeitures when they occur. The 2018 Equity Plan permits awards of restricted shares, restricted stock units (“RSUs”), options, stock appreciation rights, stock awards, LTIP Units and other equity awards. The 2018 Equity Plan has a term of 10 years, expiring on July 19 2028. Identical to the RSP, the number of shares of the Company’s capital stock available for awards under the 2018 Equity Plan, in the aggregate, is equal to 10.0% of the Company’s outstanding shares of common stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. If any awards granted under the 2018 Equity Plan are forfeited for any reason, the number of forfeited shares is again available for purposes of granting awards under the 2018 Equity Plan.
Restricted Shares
Restricted shares are shares of common stock awarded under terms that provide for vesting over a specified period of time. Holders of restricted shares may receive non-forfeitable cash dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends to holders of restricted shares payable in shares of common stock are subject to the same restrictions as the underlying restricted shares. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested.
Prior to June 30, 2020, the Company only granted restricted shares to the Company’s directors. During the year ended December 31, 2020, the Company granted 52,468 restricted shares to the Company’s directors. In addition, during the third quarter of 2020, the Company granted 309,475 restricted shares to employees of the Advisor or its affiliates who are involved in providing services to the Company, including the Company’s chief financial officer. The restricted shares were formally issued in October 2020 at the time the related award agreements were executed. The award to the Company’s chief financial officer was recommended by the Advisor and approved by the compensation committee of the Company’s board of directors. The awards to other employees were made pursuant to authority delegated by the compensation committee to Edward M. Weil, Jr., the Company’s chief executive officer, president and chairman. Following the grant of these awards, there remained an additional 40,525 restricted shares that may be awarded in the future pursuant to the delegation of authority to Mr. Weil. No awards may be made to anyone who is also a partner, member or equity owner of the parent of the Advisor.
F-50

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The restricted shares granted to the Company’s directors vest on a straight-line basis over periods of 1 year to 5 years from the date of grant and provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient’s termination of his or her position as a director of the Company due to a voluntary resignation or failure to be re-elected to the Company’s board of directors following nomination therefor. All unvested restricted shares held by the Company’s directors also vest in the event of a Change of Control (as defined in the RSP or the Individual Plan) or a termination of a directorship without cause or as a result of death or disability.
The restricted shares granted to employees of the Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested restricted shares will be forfeited if the holder’s employment with the Advisor terminates for any reason. Upon a change in control of the Company, 50% of the unvested restricted shares will immediately vest and the remaining unvested restricted shares will be forfeited.
The following table reflects the number of restricted shares granted, vested, or forfeited for the years ended December 31, 2020, 2019 and 2018:
  Number of Shares of Common Stock Weighted-Average Issue Price
Unvested, December 31, 2017 15,708  $ 23.67 
Granted 127,402  16.01 
Vested (6,869) 23.58 
Forfeited (7) — 
Unvested, December 31, 2018 136,234  16.51 
Granted 34,588  9.83 
Vested (59,401) 16.36 
Forfeited —  — 
Unvested, December 31, 2019 111,421  14.52 
Granted 361,943  6.80 
Vested (72,492) 14.13 
Forfeited —  — 
Unvested, December 31, 2020 400,872  7.62 
As of December 31, 2020, the Company had $2.4 million of unrecognized compensation cost related to unvested restricted share awards granted. That cost is expected to be recognized over a weighted-average period of 3.1 years.
The fair value of the restricted shares is being expensed in accordance with the service period required. Compensation expense related to restricted shares was approximately $1.2 million, $1.1 million and $0.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. Compensation expense related to restricted shares is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss.
Restricted Stock Units
RSUs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions and other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of common stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions and other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of common stock. The Company has not granted any RSUs, and no unvested RSUs were outstanding during the years ended December 31, 2020, 2019 and 2018.
Multi-Year Outperformance Agreement
On the Listing Date, the Company granted a performance-based equity award to the Advisor in the form of a Master LTIP Unit pursuant to the 2018 OPP. The Master LTIP Unit was automatically converted on August 30, 2018 (the “Effective Date”), the 30th trading day following the Listing Date, into 4,496,796 LTIP Units equal to the quotient of $72.0 million divided by
F-51

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
$16.0114, the ten-day trailing average closing price of the Company’s Class A common stock on Nasdaq over the ten consecutive trading days immediately prior to the Effective Date (the “Initial Share Price”). The Effective Date was the grant date for accounting purposes. In accordance with accounting rules, the total fair value of the LTIP Units of $32.0 million was calculated and fixed as of the grant date, and is being recorded over the requisite service period of three years. In March 2019, the Company entered into an amendment to the 2018 OPP to reflect a change in the peer group resulting from the merger of one member of the peer group, Select Income REIT, with Government Properties Income Trust, with the entity surviving the merger renamed as Office Properties Income Trust. Under the accounting rules, the Company was required to calculate any excess of the new value of LTIP Units in accordance with the provisions of the amendment ($10.9 million) over the fair value immediately prior to the amendment ($8.1 million). This excess of approximately $2.8 million is being expensed over the period from March 4, 2019, the date the Company’s compensation committee approved the amendment, through August 30, 2021.
During the years ended December 31, 2020 2019 and 2018, the Company recorded share-based compensation expense related to the LTIP Units of $11.9 million and $11.6 million and $4.8 million, respectively, which is recorded in equity-based compensation in the consolidated statements of operations and comprehensive loss. As of December 31, 2020, the Company had $6.5 million of unrecognized compensation expense related to the LTIP Units which is expected to be recognized over a period of 0.5 years.
LTIP Units represent the maximum number of LTIP Units that may be earned by the Advisor during a performance period commencing on July 19, 2018 and ending on the earliest of (i) July 19, 2021, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor’s service as advisor of the Company (the “Performance Period”).
Half of the LTIP Units (the “Absolute TSR LTIP Units”) are eligible to be earned as of the last day of the Performance Period (the “Valuation Date”) if the Company achieves an absolute total stockholder return (“TSR”) for the Performance Period as follows:
Performance Level    Absolute TSR   Percentage of LTIP Units Earned
Below Threshold  Less than 24  % —  %
Threshold 24  % 25  %
Target 30  % 50  %
Maximum 36  % or higher 100  %
If the Company’s absolute TSR is more than 24% but less than 30%, or more than 30% but less than 36%, the percentage of the Absolute TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively.
Half of the LTIP Units (the “Relative TSR LTIP Units”) are eligible to be earned as of the Valuation Date if the amount, expressed in terms of basis points, whether positive or negative, by which the Company’s absolute TSR for the Performance Period exceeds the average TSR of a peer group for the Performance Period consisting of Colony Capital, Inc., Lexington Realty Trust, RPT Realty (formerly known as Ramco-Gershenson Properties Trust), Spirit Realty Capital, Inc. and Office Properties Income Trust as follows:
Performance Level    Relative TSR Excess   Percentage of Relative TSR LTIP Units Earned
Below Threshold  Less than -600  basis points —  %
Threshold -600  basis points 25  %
Target —  basis points 50  %
Maximum +600  basis points 100  %
If the relative TSR excess is more than -600 basis points but less than — basis points, or more than — basis points but less than +600 basis points, the percentage of the Relative TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively.
The Advisor, as the holder of the LTIP Units, is entitled to distributions on the LTIP Units equal to 10% of the distributions made per Class A Unit (other than distributions of sale proceeds) until the LTIP Units are earned. These distributions are not
F-52

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
subject to forfeiture, even if the LTIP Units are ultimately forfeited. The Master LTIP Unit was entitled, on the Effective Date, to receive a distribution equal to the product of 10% of the distributions made per Class A Unit during the period from the Listing Date to the Effective Date multiplied by the number of LTIP Units. For the years ended December 31, 2020, 2019 and 2018, the Company paid distributions on the LTIP Units of $0.4 million, $0.5 million and $0.2 million, respectively, which is recorded in the consolidated statement of changes in equity. If any LTIP Units are earned, the holder will be entitled to a priority catch-up distribution on each earned LTIP Unit equal to the aggregate distributions paid on a Class A Unit during the Performance Period, less the aggregate distributions paid on the LTIP Unit during the Performance Period. As of the Valuation Date, the earned LTIP Units will become entitled to receive the same distributions paid on the Class A Units. Further, at the time the Advisor’s capital account with respect to an LTIP Unit that is earned and vested is economically equivalent to the average capital account balance of a Class A Unit, the Advisor, as the holder of the LTIP Unit in its sole discretion, will, in accordance with the Second A&R OP Agreement, be entitled to convert the LTIP Unit into a Class A Unit, which may, in turn, be redeemed on a one-for-one basis for, at the Company’s election, a share of Class A common stock or the cash equivalent thereof.
If the Valuation Date is the effective date of a Change of Control or a termination of the Advisor without Cause (as defined in the Advisory Agreement), the number of LTIP Units earned will be calculated based on actual performance through the last trading day prior to the effective date of the Change of Control or termination (as applicable), with the hurdles for calculating absolute TSR pro-rated to reflect that the Performance Period lasted less than three years but without pro-rating the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn to reflect the shortened period.
If the Valuation Date is the effective date of a termination of the Advisor with Cause, the number of LTIP Units earned will also be calculated based on actual performance through the last trading day prior to the effective date of the termination, with the hurdles for calculating absolute TSR pro-rated to reflect that the Performance Period lasted less than three years and with the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn also pro-rated to reflect the shortened period.
The award of LTIP Units under the 2018 OPP is administered by the compensation committee, provided that any of the compensation committee’s powers can be exercised instead by the Company’s board of directors if the board of directors so elects. Following the Valuation Date, the compensation committee is responsible for determining the number of Absolute TSR LTIP Units and Relative TSR LTIP Units earned, as calculated by an independent consultant engaged by the compensation committee and as approved by the compensation committee in its reasonable and good faith discretion. The compensation committee also must approve the transfer of any Absolute TSR LTIP Units and Relative TSR LTIP Units (or Class A Units into which they may be converted in accordance with the terms of the A&R LPA).
LTIP Units earned as of the Valuation Date will also become vested as of the Valuation Date. Any LTIP Units that are not earned and vested after the compensation committee makes the required determination will automatically and without notice be forfeited without the payment of any consideration by the Company or the OP, effective as of the Valuation Date.
Director Compensation
Effective on the Listing Date, the Company’s board of directors approved a new director compensation program, which replaced the Company’s existing director compensation program and superseded in all respects the director compensation previously approved by the Company’s board of directors in April 2015. Under the director compensation program, on a regular basis, each independent director receives an annual cash retainer of $60,000 and, in connection with each of the Company’s annual meetings of stockholders, a grant of $85,000 in restricted shares, vesting on the one-year anniversary of the annual meeting.
The lead independent director receives an additional annual cash retainer of $100,000, the chair of the audit committee of the Company’s board of directors receives an additional annual cash retainer of $30,000, each other member of the audit committee receives an additional annual cash retainer of $15,000, the chair of each of the compensation committee and the nominating and corporate governance committee of the Company’s board of directors receives an additional annual cash retainer of $15,000, and each other member of each of the compensation committee and the nominating and corporate governance committee will receive an additional annual cash retainer of $10,000.
Each of the Company’s directors received a one-time retention grant on September 5, 2018 of 21,234 restricted shares, representing the number of restricted shares equal to the quotient of $340,000 divided by the Initial Share Price, vesting annually over a three-year period commencing on the Listing Date in equal installments. Because the independent directors did not receive an annual grant of restricted shares in connection with the Company’s 2018 annual meeting of stockholders, on September 5, 2018 the independent directors received a grant of 5,308 restricted shares pursuant to the new director
F-53

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
compensation program, representing the number of restricted shares equal to the quotient of $85,000 divided by the Initial Share price, which vested on July 19, 2018.
Other Equity-Based Compensation
The Company may issue common stock in lieu of cash to pay fees earned by the Company’s directors at each director’s election. If the Company did so, there would be no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no shares of common stock issued to directors in lieu of cash compensation during the years ended December 31, 2020, 2019 and 2018.
Note 13 — Net Loss Per Share
The following table sets forth the basic and diluted net loss per share computations for the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
2020 2019 2018
Net loss attributable to common stockholders — Basic and Diluted $ (46,650) $ (3,101) $ (37,409)
Weighted average shares outstanding — Basic and Diluted 108,404,093  106,397,296  105,560,053 
Net loss per share attributable to common stockholders — Basic and Diluted $ (0.43) $ (0.03) $ (0.35)
Diluted net loss per share assumes the vesting or conversion of restricted shares and Class A Units into an equivalent number of unrestricted shares of Class A common stock and the conversion of all outstanding Class B Units, prior to their vesting and conversion into Class A Units which were redeemed for shares of Class A common stock in connection with the Listing (see Note 10 — Related Party Transactions and Arrangements for additional information), unless the effect is antidilutive. If dilutive, conditionally issuable shares relating to the 2018 OPP award (see Note 12 — Equity-Based Compensation) would be included in the computation of fully diluted EPS on a weighted-average basis for the years ended December 31, 2020, 2019 and 2018 based on shares that would be issued if the balance sheet date were the end of the measurement period. No LTIP Unit share equivalents were included in the computation for the years ended December 31, 2020, 2019 and 2018 because no LTIP Units would have been earned based on the trading price of Class A common stock including any cumulative dividends paid (since inception of the OPP) at December 31, 2020, 2019 and 2018.
The Company had the following restricted shares, Class A Units, Class B Units and LTIP Units on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the periods presented:
December 31,
2020 2019 2018
Unvested restricted shares [1]
199,325  128,959  52,847 
Class A Units [2]
172,921  172,921  189,737 
Class B Units [3]
—  —  573,785 
LTIP Units [4]
4,496,796  4,496,796  1,515,359 
Total 4,869,042  4,798,676  2,331,728 
__________
[1]Weighted-average number of shares of unvested restricted shares outstanding for the periods presented. There were 400,872, 111,421 and 136,234 unvested restricted shares outstanding as of December 31, 2020, 2019 and 2018, respectively.
[2]Weighted-average number of Class A Units outstanding for the periods presented. There were 172,921 Class A Units outstanding as of December 31, 2020, 2019 and 2018.
[3]Weighted-average number of Class B Units outstanding for the period presented. There were no Class B Units outstanding as of December 31, 2020, 2019 and 2018.
[4]Weighted-average number of LTIP Units outstanding for the periods presented. There were 4,496,796 LTIP Units outstanding as of December 31, 2020, 2019 and 2018.
F-54

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 14 – Quarterly Results (Unaudited)
Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2020 and 2019:
Quarter Ended
(In thousands, except share and per share amounts) March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020
Revenue from tenants $ 74,564  $ 74,934  $ 78,489  $ 77,237 
Net loss attributable to common stockholders $ (9,153) $ (21,803) $ (7,091) $ (8,603)
Weighted-average shares outstanding — Basic 108,364,082  108,386,013  108,429,315  108,436,329 
Weighted-average shares outstanding — Diluted 108,364,082  108,386,013  108,429,315  108,436,329 
Net loss per share attributable to common stockholders — Basic and Diluted $ (0.08) $ (0.20) $ (0.07) $ (0.08)
Quarter Ended
(In thousands, except share and per share amounts) March 31, 2019
June 30, 2019
September 30, 2019
December 31, 2019
Revenue from tenants $ 71,541  $ 79,109  $ 72,863  $ 76,231 
Net (loss) income attributable to common stockholders (3,227) 7,884  (2,931) $ (4,827)
Weighted-average shares outstanding — Basic 106,076,588  106,075,741  106,139,668  107,286,620 
Weighted-average shares outstanding — Diluted 106,076,588  106,394,277  106,139,668  107,286,620 
Net loss per share attributable to common stockholders — Basic and Diluted $ (0.03) $ 0.07  $ (0.03) $ (0.04)
Note 15 — Subsequent Events
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except for the following disclosures:
Amendment to the Advisory Agreement
On January 13, 2021 the Company and the OP entered into Amendment No. 4 to the Advisory Agreement with the Advisor to extend the expiration of the previously disclosed modified quarterly thresholds the Company must reach on a quarterly basis for the Advisor to receive the variable management fee from the end of the fiscal quarter ended December 31, 2020 to the end of the fiscal quarter ending December 31, 2021.
Dispositions
Subsequent to December 31, 2020, the Company sold two properties with an aggregate contract sale price of $0.6 million.
ATM Program — Series A Preferred Stock
On January 13, 2021, the Company and the OP entered into a third amendment to the equity distribution agreement related to the Series A Preferred Stock ATM Program, solely for the purpose of increasing the maximum aggregate offering price of the Series A Preferred Stock that may be offered and sold by the Company from time to time from $100.0 million to $200.0 million.
ATM Program — Series C Preferred Stock
On January 13, 2021, the Company established the Series C Preferred Stock ATM Program pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series C Preferred Stock having an aggregate offering price of up to $200.0 million.
Stockholder Rights Plan Amendment
F-55

Table of Contents
AMERICAN FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
In February 2021, the Company amended the rights agreement related to its stockholder rights plan to extend the expiration date of the rights under the plan from April 2021 to April 2024 unless earlier exercised, exchanged, amended, redeemed or terminated.
F-56

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Dollar General I Retail Mission TX 4/29/2013 $ —  (1) $ 142  $ 807  $ —  $ —  $ 949  $ 287 
Dollar General I Retail Sullivan MO 5/3/2013 —  (1) 146  825  —  —  971  293 
Walgreens I Retail Pine Bluff AR 7/8/2013 —  159  3,016  —  —  3,175  1,131 
Dollar General II Retail Bogalusa LA 7/12/2013 —  (1) 107  965  —  1,073  339 
Dollar General II Retail Donaldsonville LA 7/12/2013 —  (1) 97  871  —  —  968  306 
AutoZone I Retail Cut Off LA 7/16/2013 —  (1) 67  1,282  —  —  1,349  447 
Dollar General III Retail Athens MI 7/16/2013 —  (1) 48  907  —  —  955  317 
Dollar General III Retail Fowler MI 7/16/2013 —  (1) 49  940  —  —  989  328 
Dollar General III Retail Hudson MI 7/16/2013 —  (1) 102  922  —  —  1,024  322 
Dollar General III Retail Muskegon MI 7/16/2013 —  (1) 49  939  —  —  988  328 
Dollar General III Retail Reese MI 7/16/2013 —  (1) 150  848  —  —  998  296 
BSFS I Retail Fort Myers FL 7/18/2013 —  (1) 1,215  1,822  —  —  3,037  687 
Dollar General IV Retail Bainbridge GA 7/29/2013 —  (1) 233  700  —  —  933  244 
Dollar General IV Retail Vanleer TN 7/29/2013 —  (1) 78  705  —  —  783  246 
Tractor Supply I Retail Vernon CT 8/1/2013 —  (1) 358  3,220  —  —  3,578  1,030 
Dollar General V Retail Meraux LA 8/2/2013 —  (1) 708  1,315  —  —  2,023  459 
Mattress Firm I Retail Tallahassee FL 8/7/2013 —  1,015  1,241  —  —  2,256  433 
Family Dollar I Retail Butler KY 8/12/2013 —  (1) 126  711  —  —  837  248 
Lowe's I (16) Retail Fayetteville NC 8/19/2013 —  (1) —  6,422  —  —  6,422  2,072 
Lowe's I (16) Retail Macon GA 8/19/2013 —  (1) —  8,420  —  —  8,420  2,716 
Lowe's I Retail New Bern NC 8/19/2013 —  (1) 1,812  10,269  —  —  12,081  3,313 
Lowe's I Retail Rocky Mount NC 8/19/2013 —  (1) 1,931  10,940  —  —  12,871  3,529 
O'Reilly Auto Parts I Retail Manitowoc WI 8/19/2013 —  (1) 85  761  —  —  846  264 
Food Lion I Retail Charlotte NC 8/20/2013 —  (1) 3,132  4,697  —  —  7,829  1,496 
Family Dollar II Retail Danville AR 8/21/2013 —  (1) 170  679  —  —  849  235 
Lowe's I (16) Retail Aiken SC 8/22/2013 —  (1) 1,764  7,056  —  —  8,820  2,272 
Dollar General VII Retail Gasburg VA 8/23/2013 —  (1) 52  993  —  —  1,045  344 
Dollar General VI Retail Natalbany LA 8/23/2013 —  (1) 379  883  —  —  1,262  306 
Walgreens II (16) Retail Tucker GA 8/23/2013 —  (1) —  2,524  —  —  2,524  934 
Family Dollar III Retail Challis ID 8/27/2013 —  (1) 44  828  —  —  872  287 
Chili's I Retail Lake Jackson TX 8/30/2013 —  (1) 746  1,741  —  —  2,487  736 
Chili's I Retail Victoria TX 8/30/2013 —  (1) 813  1,897  —  —  2,710  802 
CVS I Retail Anniston AL 8/30/2013 —  (1) 472  1,887  —  —  2,359  698 
Joe's Crab Shack I Retail Westminster CO 8/30/2013 —  1,136  2,650  —  —  3,786  1,121 
Tire Kingdom I Retail Lake Wales FL 9/4/2013 —  (1) 556  1,296  —  —  1,852  485 
F-57

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
AutoZone II Retail Temple GA 9/6/2013 —  (1) 569  854  —  —  1,423  296 
Dollar General VIII Retail Stanleytown VA 9/6/2013 —  (1) 185  1,049  —  —  1,234  364 
Family Dollar IV Retail Oil City LA 9/9/2013 —  (1) 76  685  —  —  761  237 
Fresenius I Retail Montevallo AL 9/12/2013 —  (1) 300  1,699  —  —  1,999  514 
Dollar General IX Retail Mabelvale AR 9/13/2013 —  (1) 38  723  —  —  761  250 
Advance Auto I Retail Angola IN 9/19/2013 —  (1) 35  671  —  —  706  231 
Arby's I Retail Hernando MS 9/19/2013 —  (1) 624  1,455  —  —  2,079  612 
CVS II (16) Retail Holyoke MA 9/19/2013 —  (1) —  2,258  —  —  2,258  830 
Walgreens III Retail Lansing MI 9/19/2013 —  (1) 216  4,099  —  —  4,315  1,507 
Walgreens IV Retail Beaumont TX 9/20/2013 —  (1) 499  1,995  —  —  2,494  733 
AmeriCold I Distribution Belvidere IL 9/24/2013 —  (1) 2,170  17,843  —  —  20,013  6,928 
AmeriCold I Distribution Brooklyn Park MN 9/24/2013 —  (1) 1,590  11,940  —  —  13,530  4,636 
AmeriCold I Distribution Cartersville GA 9/24/2013 —  (1) 1,640  14,533  —  —  16,173  5,643 
AmeriCold I Distribution Douglas GA 9/24/2013 —  (1) 750  7,076  —  —  7,826  2,747 
AmeriCold I Distribution Gaffney SC 9/24/2013 —  (1) 1,360  5,666  —  —  7,026  2,200 
AmeriCold I Distribution Gainesville GA 9/24/2013 —  (1) 1,580  13,838  —  —  15,418  5,372 
AmeriCold I Distribution Pendergrass GA 9/24/2013 —  (1) 2,810  26,572  —  —  29,382  10,317 
AmeriCold I Distribution Piedmont SC 9/24/2013 —  (1) 3,030  24,067  —  —  27,097  9,344 
AmeriCold I Distribution Zumbrota MN 9/24/2013 —  (1) 2,440  18,152  —  —  20,592  7,048 
Dollar General X Retail Greenwell Springs LA 9/24/2013 —  (1) 114  1,029  —  —  1,143  354 
Home Depot I Distribution Birmingham AL 9/24/2013 —  (1) 3,660  33,667  —  —  37,327  10,735 
Home Depot I Distribution Valdosta GA 9/24/2013 —  (1) 2,930  30,538  —  —  33,468  9,737 
National Tire & Battery I Retail San Antonio TX 9/24/2013 —  577  577  —  —  1,154  214 
New Breed Logistics I Distribution Hanahan SC 9/24/2013 —  (1) 2,940  19,171  —  —  22,111  7,443 
Truist Bank I Retail Atlanta GA 9/24/2013 —  (1) 570  1,152  —  —  1,722  380 
Truist Bank I Retail Cary NC 9/24/2013 —  (1) 370  841  —  —  1,211  277 
Truist Bank I Retail Chattanooga TN 9/24/2013 —  (1) 220  781  —  10  1,011  258 
Truist Bank I Retail Doswell VA 9/24/2013 —  (1) 190  510  —  —  700  168 
Truist Bank I Retail Fort Pierce FL 9/24/2013 —  (1) 720  1,434  (161) (248) 1,745  441 
Truist Bank I Retail Nashville TN 9/24/2013 —  (1) 190  666  —  —  856  220 
Truist Bank I Retail New Market VA 9/24/2013 —  (1) 330  948  —  —  1,278  313 
Truist Bank I Retail New Smyrna Beach FL 9/24/2013 —  (1) 740  2,859  —  —  3,599  943 
Truist Bank I Retail Oak Ridge TN 9/24/2013 —  (1) 500  1,277  —  1,786  421 
Truist Bank I Retail Orlando FL 9/24/2013 —  (1) 410  2,078  —  —  2,488  686 
Truist Bank I Retail Orlando FL 9/24/2013 —  (1) 540  3,069  —  —  3,609  1,013 
F-58

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Truist Bank I Retail Savannah TN 9/24/2013 —  (1) 390  1,179  —  —  1,569  389 
Truist Bank I Retail Stokesdale NC 9/24/2013 —  (1) 230  581  —  —  811  192 
Truist Bank I Retail Summerfield NC 9/24/2013 —  (1) 210  605  —  —  815  199 
Truist Bank I Retail Thomson GA 9/24/2013 —  (1) 480  1,015  —  —  1,495  335 
Truist Bank I Retail Vinton VA 9/24/2013 —  (1) 120  366  —  —  486  121 
Truist Bank I Retail Washington DC 9/24/2013 —  (1) 590  2,366  —  —  2,956  781 
Truist Bank I Retail Waycross GA 9/24/2013 —  (1) 300  1,425  —  —  1,725  470 
Truist Bank I Retail Waynesville NC 9/24/2013 —  (1) 200  874  —  —  1,074  288 
Circle K I Retail Aledo IL 9/25/2013 —  (1) 427  1,709  —  —  2,136  588 
Circle K I Retail Bedford OH 9/25/2013 —  (1) 702  702  —  —  1,404  242 
Circle K I Retail Bloomington IL 9/25/2013 —  (1) 395  592  —  —  987  204 
Circle K I Retail Bloomington IL 9/25/2013 —  (1) 316  586  —  —  902  202 
Circle K I Retail Burlington IA 9/25/2013 —  (1) 224  523  —  —  747  180 
Circle K I Retail Champaign IL 9/25/2013 —  (1) 412  504  —  —  916  173 
Circle K I Retail Clinton IA 9/25/2013 —  (1) 334  779  —  —  1,113  268 
Circle K I Retail Galesburg IL 9/25/2013 —  (1) 355  829  —  —  1,184  285 
Circle K I Retail Jacksonville IL 9/25/2013 —  (1) 316  474  —  —  790  163 
Circle K I Retail Jacksonville IL 9/25/2013 —  (1) 351  818  —  —  1,169  282 
Circle K I Retail Lafayette IN 9/25/2013 —  (1) 401  746  —  —  1,147  257 
Circle K I Retail Mattoon IL 9/25/2013 —  (1) 608  1,129  —  —  1,737  389 
Circle K I Retail Morton IL 9/25/2013 —  (1) 350  525  —  —  875  181 
Circle K I Retail Muscatine IA 9/25/2013 —  (1) 274  821  —  —  1,095  283 
Circle K I Retail Paris IL 9/25/2013 —  (1) 429  797  —  —  1,226  275 
Circle K I Retail Staunton IL 9/25/2013 —  (1) 467  1,867  —  —  2,334  643 
Circle K I Retail Streetsboro OH 9/25/2013 —  (1) 540  540  —  —  1,080  186 
Circle K I Retail Vandalia IL 9/25/2013 —  (1) 529  983  —  —  1,512  338 
Circle K I Retail Virden IL 9/25/2013 —  (1) 302  1,208  —  —  1,510  416 
Walgreens VI Retail Gillette WY 9/27/2013 —  (1) 1,198  2,796  —  —  3,994  1,027 
Walgreens V Retail Oklahoma City OK 9/27/2013 —  (1) 1,295  3,884  —  —  5,179  1,427 
1st Constitution Bancorp I Retail Hightstown NJ 9/30/2013 —  (1) 260  1,471  —  —  1,731  485 
American Tire Distributors I Distribution Chattanooga TN 9/30/2013 —  (1) 401  7,626  —  —  8,027  2,961 
FedEx Ground I Distribution Watertown SD 9/30/2013 —  (1) 136  2,581  —  —  2,717  1,002 
Krystal I Retail Chattanooga TN 9/30/2013 —  285  855  —  —  1,140  360 
Krystal I Retail Cleveland TN 9/30/2013 —  207  1,171  —  —  1,378  493 
Krystal I Retail Columbus GA 9/30/2013 —  143  1,288  —  —  1,431  542 
F-59

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Krystal I Retail Ft. Oglethorpe GA 9/30/2013 —  181  1,024  —  —  1,205  431 
Krystal I Retail Jacksonville FL 9/30/2013 —  533  799  —  —  1,332  336 
Krystal I Retail Madison TN 9/30/2013 —  416  624  —  —  1,040  263 
O'Charley's I Retail Carrollton GA 9/30/2013 —  (1) 457  1,067  —  —  1,524  449 
O'Charley's I Retail Champaign IL 9/30/2013 —  (1) 256  1,449  —  —  1,705  610 
O'Charley's I Retail Clarksville TN 9/30/2013 —  (1) 917  1,376  —  —  2,293  579 
O'Charley's I Retail Columbus OH 9/30/2013 —  (1) 271  1,533  —  —  1,804  645 
O'Charley's I Retail Conyers GA 9/30/2013 —  (1) 373  2,113  —  —  2,486  888 
O'Charley's I Retail Corydon IN 9/30/2013 —  (1) 260  1,473  —  —  1,733  619 
O'Charley's I Retail Daphne AL 9/30/2013 —  (1) 142  1,275  —  —  1,417  536 
O'Charley's I Retail Foley AL 9/30/2013 —  (1) 264  1,495  —  —  1,759  629 
O'Charley's I Retail Greenfield IN 9/30/2013 —  (1) 507  1,184  —  —  1,691  498 
O'Charley's I Retail Grove City OH 9/30/2013 —  (1) 387  1,546  —  —  1,933  650 
O'Charley's I Retail Hattiesburg MS 9/30/2013 —  (1) 413  1,651  —  —  2,064  694 
O'Charley's I Retail Lake Charles LA 9/30/2013 —  (1) 1,118  1,367  —  —  2,485  575 
O'Charley's I Retail Mcdonough GA 9/30/2013 —  (1) 335  1,898  —  —  2,233  798 
O'Charley's I Retail Murfreesboro TN 9/30/2013 —  (1) 597  1,109  —  —  1,706  466 
O'Charley's I Retail Salisbury NC 9/30/2013 —  (1) 439  1,024  —  —  1,463  431 
O'Charley's I Retail Simpsonville SC 9/30/2013 —  (1) 349  1,395  —  —  1,744  586 
O'Charley's I Retail Southaven MS 9/30/2013 —  (1) 836  1,553  —  —  2,389  653 
O'Charley's I Retail Springfield OH 9/30/2013 —  (1) 262  1,484  —  —  1,746  624 
Walgreens VII Retail Alton IL 9/30/2013 —  (1) 1,158  3,474  —  —  4,632  1,277 
Walgreens VII Retail Florissant MO 9/30/2013 —  (1) 561  1,309  —  —  1,870  481 
Walgreens VII Retail Florissant MO 9/30/2013 —  (1) 474  1,422  —  —  1,896  523 
Walgreens VII Retail Mahomet IL 9/30/2013 —  (1) 1,432  2,659  —  —  4,091  977 
Walgreens VII Retail Monroe MI 9/30/2013 —  (1) 1,149  2,680  —  —  3,829  985 
Walgreens VII Retail Springfield IL 9/30/2013 —  (1) 1,319  3,077  —  —  4,396  1,131 
Walgreens VII Retail St Louis MO 9/30/2013 —  (1) 903  2,107  —  —  3,010  774 
Walgreens VII Retail Washington IL 9/30/2013 —  (1) 964  2,893  —  —  3,857  1,063 
Tractor Supply II Retail Houghton MI 10/3/2013 —  (1) 204  1,158  —  —  1,362  364 
National Tire & Battery II (16) Retail Mundelein IL 10/4/2013 —  —  1,742  —  —  1,742  646 
United Healthcare I Office Howard (Green Bay) WI 10/7/2013 —  3,805  47,565  —  —  51,370  9,186 
Tractor Supply III Retail Harlan KY 10/16/2013 —  (1) 248  2,232  —  —  2,480  695 
F-60

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Mattress Firm II Retail Knoxville TN 10/18/2013 —  (1) 189  754  —  —  943  258 
Dollar General XI Retail Greenville MS 10/23/2013 —  (1) 192  769  —  —  961  263 
Talecris Plasma Resources I Office Eagle Pass TX 10/29/2013 —  (1) 286  2,577  —  —  2,863  767 
Amazon I Office Winchester KY 10/30/2013 —  (1) 362  8,070  —  8,434  2,688 
Fresenius II Retail Montclair NJ 10/31/2013 —  (1) 1,214  2,255  —  —  3,469  672 
Fresenius II Retail Sharon Hill PA 10/31/2013 —  (1) 345  1,956  —  —  2,301  582 
Dollar General XII Retail Le Center MN 11/1/2013 —  (1) 47  886  —  —  933  303 
Advance Auto II Retail Bunnell FL 11/7/2013 —  (1) 92  1,741  —  —  1,833  595 
Advance Auto II Retail Washington GA 11/7/2013 —  (1) 55  1,042  —  —  1,097  356 
Dollar General XIII Retail Vidor TX 11/7/2013 —  (1) 46  875  —  —  921  299 
FedEx Ground II Distribution Leland MS 11/12/2013 —  (1) 220  4,186  —  —  4,406  1,612 
Burger King I Retail Algonquin IL 11/14/2013 —  (1) 798  798  (142) —  1,454  282 
Burger King I Retail Antioch IL 11/14/2013 —  (1) 706  471  —  —  1,177  167 
Burger King I Retail Austintown OH 11/14/2013 —  (1) 221  1,251  —  —  1,472  443 
Burger King I Retail Beavercreek OH 11/14/2013 —  (1) 410  761  —  —  1,171  269 
Burger King I Retail Bethel Park PA 11/14/2013 —  (1) 342  634  —  —  976  224 
Burger King I Retail Celina OH 11/14/2013 —  (1) 233  932  —  —  1,165  330 
Burger King I Retail Chardon OH 11/14/2013 —  (1) 332  497  —  —  829  176 
Burger King I Retail Chesterland OH 11/14/2013 —  (1) 320  747  —  —  1,067  264 
Burger King I Retail Columbiana OH 11/14/2013 —  (1) 581  871  —  —  1,452  308 
Burger King I Retail Cortland OH 11/14/2013 —  (1) 118  1,063  —  —  1,181  376 
Burger King I Retail Crystal Lake IL 11/14/2013 —  (1) 541  232  —  —  773  82 
Burger King I Retail Dayton OH 11/14/2013 —  (1) 464  862  —  —  1,326  305 
Burger King I Retail Fairborn OH 11/14/2013 —  (1) 421  982  —  —  1,403  347 
Burger King I Retail Girard OH 11/14/2013 —  (1) 421  1,264  —  —  1,685  447 
Burger King I Retail Grayslake IL 11/14/2013 —  (1) 582  476  —  —  1,058  169 
Burger King I Retail Greenville OH 11/14/2013 —  (1) 248  993  —  —  1,241  351 
Burger King I Retail Gurnee IL 11/14/2013 —  (1) 931  931  —  —  1,862  329 
Burger King I Retail Madison OH 11/14/2013 —  (1) 282  845  —  —  1,127  299 
Burger King I Retail McHenry IL 11/14/2013 —  (1) 742  318  —  —  1,060  113 
Burger King I Retail Mentor OH 11/14/2013 —  (1) 196  786  —  —  982  278 
Burger King I Retail Niles OH 11/14/2013 —  (1) 304  1,214  —  —  1,518  430 
Burger King I Retail North Fayette PA 11/14/2013 —  (1) 463  1,388  —  —  1,851  491 
Burger King I Retail North Royalton OH 11/14/2013 —  (1) 156  886  —  —  1,042  314 
F-61

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Burger King I Retail North Versailles PA 11/14/2013 —  (1) 553  1,659  —  —  2,212  587 
Burger King I Retail Painesville OH 11/14/2013 —  (1) 170  965  —  —  1,135  341 
Burger King I Retail Poland OH 11/14/2013 —  (1) 212  847  —  —  1,059  300 
Burger King I Retail Ravenna OH 11/14/2013 —  (1) 391  1,172  —  —  1,563  415 
Burger King I Retail Round Lake Beach IL 11/14/2013 —  (1) 1,273  1,042  —  —  2,315  369 
Burger King I Retail Salem OH 11/14/2013 —  (1) 352  1,408  —  —  1,760  498 
Burger King I Retail Trotwood OH 11/14/2013 —  (1) 266  798  —  —  1,064  282 
Burger King I Retail Twinsburg OH 11/14/2013 —  (1) 458  850  —  —  1,308  301 
Burger King I Retail Vandalia OH 11/14/2013 —  (1) 182  728  —  —  910  258 
Burger King I Retail Warren OH 11/14/2013 —  (1) 168  1,516  —  —  1,684  536 
Burger King I Retail Warren OH 11/14/2013 —  (1) 176  997  —  —  1,173  353 
Burger King I Retail Waukegan IL 11/14/2013 —  (1) 611  611  —  —  1,222  216 
Burger King I Retail Willoughby OH 11/14/2013 —  (1) 394  920  —  —  1,314  325 
Burger King I Retail Woodstock IL 11/14/2013 —  (1) 869  290  —  —  1,159  103 
Burger King I Retail Youngstown OH 11/14/2013 —  (1) 147  1,324  —  —  1,471  468 
Burger King I Retail Youngstown OH 11/14/2013 —  (1) 186  1,675  —  —  1,861  593 
Burger King I Retail Youngstown OH 11/14/2013 —  (1) 370  1,481  —  —  1,851  524 
Burger King I Retail Youngstown OH 11/14/2013 —  (1) 300  901  —  —  1,201  319 
Dollar General XIV Retail Fort Smith AR 11/20/2013 —  (1) 184  1,042  —  —  1,226  354 
Dollar General XIV Retail Hot Springs AR 11/20/2013 —  (1) 287  862  —  —  1,149  293 
Dollar General XIV Retail Royal AR 11/20/2013 —  (1) 137  777  —  —  914  264 
Dollar General XV Retail Wilson NY 11/20/2013 —  (1) 172  972  —  —  1,144  330 
Mattress Firm I Retail McDonough GA 11/22/2013 —  185  1,663  —  —  1,848  565 
FedEx Ground III Distribution Bismarck ND 11/25/2013 —  (1) 554  3,139  —  —  3,693  1,199 
Dollar General XVI Retail LaFollette TN 11/27/2013 —  (1) 43  824  —  —  867  280 
Family Dollar V Retail Carrollton MO 11/27/2013 —  (1) 37  713  752  242 
CVS III Retail Detroit MI 12/10/2013 —  447  2,533  —  —  2,980  918 
Family Dollar VI Retail Walden CO 12/10/2013 —  (1) 100  568  —  —  668  193 
Mattress Firm III Retail Valdosta GA 12/17/2013 —  169  1,522  —  —  1,691  513 
Arby's II Retail Virginia MN 12/23/2013 —  (1) 117  1,056  —  —  1,173  368 
Family Dollar VI Retail Kremmling CO 12/23/2013 —  (1) 194  778  —  —  972  262 
SAAB Sensis I Office Syracuse NY 12/23/2013 6,217  2,516  12,570  —  —  15,086  2,499 
Citizens Bank I Retail Doylestown PA 12/27/2013 —  (1) 588  1,373  —  —  1,961  444 
Citizens Bank I Retail Lansdale PA 12/27/2013 —  (1) 531  1,238  —  —  1,769  400 
Citizens Bank I Retail Lima PA 12/27/2013 —  (1) 1,376  1,682  —  —  3,058  543 
F-62

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Citizens Bank I Retail Philadelphia PA 12/27/2013 —  (1) 388  1,551  —  —  1,939  501 
Citizens Bank I Retail Philadelphia PA 12/27/2013 —  (1) 412  2,337  —  —  2,749  755 
Citizens Bank I Retail Philadelphia PA 12/27/2013 —  (1) 321  2,889  —  —  3,210  933 
Citizens Bank I Retail Philadelphia PA 12/27/2013 —  (1) 473  2,680  —  —  3,153  866 
Citizens Bank I Retail Richboro PA 12/27/2013 —  (1) 642  1,193  —  —  1,835  385 
Citizens Bank I Retail Wayne PA 12/27/2013 —  (1) 1,923  1,923  —  —  3,846  621 
Truist Bank II Retail Arden NC 1/8/2014 —  (2) 374  216  —  —  590  53 
Truist Bank II Retail Bushnell FL 1/8/2014 —  (2) 385  1,216  —  —  1,601  225 
Truist Bank II Retail Chattanooga TN 1/8/2014 —  (2) 358  564  —  —  922  117 
Truist Bank II Retail Chesapeake VA 1/8/2014 —  (2) 490  695  —  —  1,185  148 
Truist Bank II Retail Cockeysville MD 1/8/2014 —  (2) 2,184  479  —  —  2,663  96 
Truist Bank II Retail Douglasville GA 1/8/2014 —  (2) 410  749  —  —  1,159  155 
Truist Bank II Retail Duluth GA 1/8/2014 —  (2) 1,081  2,111  —  —  3,192  417 
Truist Bank II Retail East Ridge TN 1/8/2014 —  (2) 276  475  —  —  751  110 
Truist Bank II Retail Lynchburg VA 1/8/2014 —  (2) 584  1,255  —  —  1,839  258 
Truist Bank II Retail Mauldin SC 1/8/2014 —  (2) 542  704  —  —  1,246  162 
Truist Bank II Retail Okeechobee FL 1/8/2014 —  (2) 339  1,569  —  —  1,908  397 
Truist Bank II Retail Panama City FL 1/8/2014 —  (2) 484  1,075  —  —  1,559  229 
Truist Bank II Retail Plant City FL 1/8/2014 —  (2) 499  1,139  —  —  1,638  247 
Truist Bank II Retail Salisbury NC 1/8/2014 —  (2) 264  293  —  —  557  78 
Truist Bank II Retail Seminole FL 1/8/2014 —  (2) 1,329  3,486  —  —  4,815  667 
Mattress Firm IV Retail Meridian ID 1/10/2014 —  691  1,193  —  —  1,884  249 
Dollar General XII Retail Sunrise Beach MO 1/15/2014 —  (1) 105  795  —  —  900  233 
FedEx Ground IV Distribution Council Bluffs IA 1/24/2014 —  (1) 768  3,908  —  —  4,676  867 
Mattress Firm V Retail Florence AL 1/28/2014 —  299  1,478  —  1,778  303 
Mattress Firm I Retail Aiken SC 2/5/2014 —  426  1,029  —  —  1,455  245 
Family Dollar VII Retail Bernice LA 2/7/2014 —  (1) 51  527  —  —  578  113 
Aaron's I Retail Erie PA 2/10/2014 —  (1) 126  708  —  —  834  138 
AutoZone III Retail Caro MI 2/13/2014 —  (1) 135  855  —  —  990  172 
C&S Wholesale Grocer I Distribution Hatfield (South) MA 2/21/2014 —  (10) 1,420  14,169  —  —  15,589  2,524 
Advance Auto III Retail Taunton MA 2/25/2014 —  (1) 404  1,148  —  —  1,552  212 
Family Dollar VIII Retail Dexter NM 3/3/2014 —  (1) 79  745  —  —  824  178 
Family Dollar VIII Retail Hale Center TX 3/3/2014 —  (1) 111  624  —  —  735  150 
Family Dollar VIII Retail Plains TX 3/3/2014 —  (1) 100  624  —  —  724  148 
F-63

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Dollar General XVII Retail Tullos LA 3/6/2014 —  (1) 114  736  —  —  850  151 
Truist Bank III Retail Asheboro NC 3/10/2014 —  (3) 458  774  —  —  1,232  164 
Truist Bank III Retail Athens GA 3/10/2014 —  (3) 427  472  —  —  899  144 
Truist Bank III Retail Atlanta GA 3/10/2014 —  (3) 3,027  4,873  —  —  7,900  885 
Truist Bank III Retail Atlanta GA 3/10/2014 —  (3) 4,422  1,559  —  —  5,981  313 
Truist Bank III Retail Avondale MD 3/10/2014 —  (3) 1,760  485  —  —  2,245  100 
Truist Bank III Retail Brentwood TN 3/10/2014 —  (3) 996  1,536  —  —  2,532  303 
Truist Bank III Retail Brentwood TN 3/10/2014 —  (3) 885  1,987  —  —  2,872  386 
Truist Bank III Retail Brunswick GA 3/10/2014 —  (3) 384  888  (267) (636) 369  14 
Truist Bank III Retail Casselberry FL 3/10/2014 —  (3) 609  2,443  —  —  3,052  469 
Truist Bank IV Retail Chamblee GA 3/10/2014 —  (4) 1,029  813  —  —  1,842  174 
Truist Bank III Retail Chattanooga TN 3/10/2014 —  (3) 419  811  —  —  1,230  156 
Truist Bank III Retail Chattanooga TN 3/10/2014 —  (3) 191  335  —  —  526  66 
First Horizon Bank Retail Collinsville VA 3/10/2014 —  (4) 215  555  —  —  770  112 
Truist Bank IV Retail Columbus GA 3/10/2014 —  (4) 417  1,395  —  1,813  276 
Truist Bank III Retail Conyers GA 3/10/2014 —  (3) 205  1,334  —  —  1,539  254 
Truist Bank IV Office Creedmoor NC 3/10/2014 —  (4) 306  789  (128) (300) 667  124 
Truist Bank III Retail Daytona Beach FL 3/10/2014 —  (3) 443  1,586  —  —  2,029  331 
Truist Bank III Retail Dunn NC 3/10/2014 —  (3) 384  616  —  —  1,000  137 
First Horizon Bank Retail Durham NC 3/10/2014 —  (3) 284  506  —  —  790  124 
First Horizon Bank Retail Durham NC 3/10/2014 —  (3) 488  742  —  —  1,230  144 
Truist Bank III Retail Fairfax VA 3/10/2014 —  (3) 2,835  1,081  —  —  3,916  208 
Truist Bank III Retail Gainesville FL 3/10/2014 —  (3) 457  816  —  —  1,273  177 
Truist Bank III Retail Gainesville FL 3/10/2014 —  (3) 458  2,139  —  —  2,597  409 
Truist Bank III Retail Greenville SC 3/10/2014 —  (3) 590  1,007  —  —  1,597  215 
Truist Bank III Retail Greenville SC 3/10/2014 —  (3) 449  1,640  —  —  2,089  405 
Truist Bank III Retail Greenville SC 3/10/2014 —  (3) 377  871  —  —  1,248  175 
Truist Bank III Retail Greenville SC 3/10/2014 —  (3) 264  684  —  —  948  140 
Truist Bank III Retail Gulf Breeze FL 3/10/2014 —  (3) 1,092  1,569  —  —  2,661  323 
Truist Bank III Retail Hendersonville NC 3/10/2014 —  (3) 468  945  —  —  1,413  190 
Truist Bank III Retail Indian Harbour Beach FL 3/10/2014 —  (3) 914  1,181  —  —  2,095  332 
F-64

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Truist Bank III Retail Inverness FL 3/10/2014 —  (3) 867  2,559  —  —  3,426  507 
Truist Bank III Retail Jacksonville FL 3/10/2014 —  (3) 871  372  —  —  1,243  89 
Truist Bank III Retail Jacksonville FL 3/10/2014 —  (3) 366  1,136  —  —  1,502  229 
Truist Bank III Retail Lakeland FL 3/10/2014 —  (3) 927  1,594  —  —  2,521  374 
Truist Bank III Retail Lenoir NC 3/10/2014 —  (3) 1,021  3,980  —  —  5,001  729 
Truist Bank III Retail Lexington VA 3/10/2014 —  (3) 122  385  —  —  507  86 
Truist Bank III Retail Lithonia GA 3/10/2014 —  (3) 212  770  —  —  982  154 
Truist Bank III Retail Lutz FL 3/10/2014 —  (3) 438  1,477  —  —  1,915  281 
Truist Bank III Retail Macon GA 3/10/2014 —  (3) 214  771  —  —  985  172 
Truist Bank IV Retail Madison GA 3/10/2014 —  (4) 304  612  —  —  916  113 
Truist Bank III Retail Marietta GA 3/10/2014 —  (3) 2,168  1,169  —  —  3,337  249 
Truist Bank III Retail Marietta GA 3/10/2014 —  (3) 1,087  2,056  —  —  3,143  383 
Truist Bank III Retail Mebane NC 3/10/2014 —  (3) 500  887  —  —  1,387  172 
Truist Bank III Retail Melbourne FL 3/10/2014 —  (3) 772  1,927  —  —  2,699  381 
Truist Bank III Retail Melbourne FL 3/10/2014 —  (3) 788  1,888  —  —  2,676  360 
Truist Bank III Retail Morristown TN 3/10/2014 —  (3) 214  444  —  —  658  122 
Truist Bank III Retail Mount Dora FL 3/10/2014 —  (3) 570  1,933  —  —  2,503  368 
Truist Bank III Retail Murfreesboro TN 3/10/2014 —  (3) 451  847  —  —  1,298  156 
Truist Bank III Retail Nashville TN 3/10/2014 —  (3) 1,776  1,601  —  —  3,377  358 
Truist Bank IV Retail Ocala FL 3/10/2014 —  (4) 581  1,091  —  —  1,672  250 
Truist Bank III Retail Ocala FL 3/10/2014 —  (3) 347  1,336  —  —  1,683  365 
First Horizon Bank Retail Onancock VA 3/10/2014 —  (3) 829  1,300  —  —  2,129  240 
Truist Bank III Retail Orlando FL 3/10/2014 —  (3) 1,234  1,125  —  —  2,359  233 
Truist Bank III Retail Ormond Beach FL 3/10/2014 —  (3) 873  2,235  —  —  3,108  428 
Truist Bank III Retail Ormond Beach FL 3/10/2014 —  (3) 1,047  1,566  —  —  2,613  331 
Truist Bank III Retail Ormond Beach FL 3/10/2014 —  (3) 854  1,385  —  —  2,239  283 
Truist Bank III Retail Oxford NC 3/10/2014 —  (3) 530  1,727  —  2,258  321 
Truist Bank III Retail Peachtree City GA 3/10/2014 —  (3) 887  2,242  —  —  3,129  453 
First Horizon Bank Retail Pittsboro NC 3/10/2014 —  (4) 61  510  —  —  571  90 
Truist Bank III Retail Pompano Beach FL 3/10/2014 —  (3) 886  2,024  —  —  2,910  384 
Truist Bank III Retail Port St. Lucie FL 3/10/2014 —  (3) 913  1,772  —  —  2,685  369 
Truist Bank IV Retail Prince Frederick MD 3/10/2014 —  (4) 2,431  940  —  —  3,371  201 
Truist Bank III Retail Richmond VA 3/10/2014 —  (3) 153  313  —  —  466  74 
Truist Bank III Office Richmond VA 3/10/2014 —  (3) 3,141  7,441  (804) 755  10,533  1,840 
Truist Bank III Retail Richmond VA 3/10/2014 —  (3) 233  214  —  —  447  51 
F-65

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Truist Bank III Retail Roanoke VA 3/10/2014 —  (3) 753  1,165  —  —  1,918  240 
Truist Bank III Retail Roanoke VA 3/10/2014 —  (3) 316  734  —  —  1,050  146 
Truist Bank III Retail Rockledge FL 3/10/2014 —  (3) 742  1,126  —  —  1,868  227 
Truist Bank III Retail Sarasota FL 3/10/2014 —  (3) 741  852  —  —  1,593  186 
Truist Bank III Retail Savannah GA 3/10/2014 —  (3) 458  936  —  —  1,394  221 
Truist Bank III Retail Savannah GA 3/10/2014 —  (3) 224  1,116  —  —  1,340  220 
Truist Bank III Retail Signal Mountain TN 3/10/2014 —  (3) 296  697  —  —  993  137 
Truist Bank III Retail Soddy Daisy TN 3/10/2014 —  (3) 338  624  —  —  962  118 
Truist Bank IV Retail Spring Hill FL 3/10/2014 —  (4) 673  2,550  —  —  3,223  476 
Truist Bank III Retail St. Cloud FL 3/10/2014 —  (3) 1,046  1,887  —  —  2,933  374 
Truist Bank III Retail St. Petersburg FL 3/10/2014 —  (3) 803  1,043  —  —  1,846  207 
Truist Bank III Retail Stafford VA 3/10/2014 —  (3) 2,130  1,714  —  —  3,844  333 
Truist Bank III Retail Stockbridge GA 3/10/2014 —  (3) 358  760  —  —  1,118  159 
Truist Bank III Retail Stone Mountain GA 3/10/2014 —  (3) 605  522  —  —  1,127  104 
First Horizon Bank Retail Stuart VA 3/10/2014 —  (4) 374  1,532  —  —  1,906  294 
Truist Bank III Retail Sylvester GA 3/10/2014 —  (3) 242  845  —  —  1,087  174 
Truist Bank III Retail Tamarac FL 3/10/2014 —  (3) 997  1,241  —  2,239  253 
Truist Bank III Retail Union City GA 3/10/2014 —  (3) 400  542  —  —  942  116 
Truist Bank III Retail Williamsburg VA 3/10/2014 —  (3) 447  585  —  —  1,032  132 
First Horizon Bank Retail Winston-Salem NC 3/10/2014 —  (3) 362  513  —  —  875  108 
First Horizon Bank Retail Yadkinville NC 3/10/2014 —  (3) 438  765  —  —  1,203  148 
Dollar General XVIII Retail Deville LA 3/19/2014 —  (1) 93  741  —  —  834  151 
Mattress Firm I Retail Holland MI 3/19/2014 —  507  1,014  —  —  1,521  229 
Sanofi US I Office Bridgewater NJ 3/21/2014 125,000  16,009  194,287  —  —  210,296  35,136 
Dollar General XVII Retail Hornbeck LA 3/25/2014 —  (1) 82  780  —  —  862  157 
Family Dollar IX Retail Fannettsburg PA 4/8/2014 —  (1) 165  803  —  —  968  158 
Mattress Firm I Retail Saginaw MI 4/8/2014 —  337  1,140  —  —  1,477  244 
Bi-Lo I Retail Greenville SC 5/8/2014 —  1,504  4,770  —  —  6,274  909 
Stop & Shop I Retail Bristol RI 5/8/2014 —  (5) 2,860  10,010  —  —  12,870  1,858 
Stop & Shop I Retail Cumberland RI 5/8/2014 —  3,295  13,693  —  16,989  2,609 
Stop & Shop I Retail Framingham MA 5/8/2014 —  (5) 3,971  12,289  —  —  16,260  2,127 
Stop & Shop I Retail Malden MA 5/8/2014 —  (5) 4,418  15,195  —  —  19,613  2,620 
Stop & Shop I Retail Sicklerville NJ 5/8/2014 —  (1) 2,367  9,873  —  —  12,240  1,776 
Stop & Shop I Retail Southington CT 5/8/2014 —  (1) 3,238  13,169  —  —  16,407  2,399 
Stop & Shop I Retail Swampscott MA 5/8/2014 —  (5) 3,644  12,982  —  —  16,626  2,235 
F-66

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Dollar General XVII Retail Forest Hill LA 5/12/2014 —  (1) 83  728  —  —  811  147 
Dollar General XIX Retail Chelsea OK 5/13/2014 —  (1) 231  919  —  —  1,150  203 
Dollar General XX Retail Brookhaven MS 5/14/2014 —  (1) 186  616  —  —  802  121 
Dollar General XX Retail Columbus MS 5/14/2014 —  (1) 370  491  —  —  861  110 
Dollar General XX Retail Forest MS 5/14/2014 —  (1) 72  856  —  —  928  160 
Dollar General XX Retail Rolling Fork MS 5/14/2014 —  (1) 244  929  —  —  1,173  178 
Dollar General XX Retail West Point MS 5/14/2014 —  (1) 318  506  —  —  824  121 
Dollar General XXI Retail Huntington WV 5/29/2014 —  (1) 101  1,101  —  —  1,202  233 
Dollar General XXII Retail Warren IN 5/30/2014 —  (1) 88  962  —  —  1,050  172 
FedEx Ground V (16) Distribution Sioux City IA 2/18/2016 —  (1) 199  5,638  55  —  5,892  794 
FedEx Ground VII Distribution Eagle River WI 2/19/2016 —  (1) 40  6,022  —  —  6,062  910 
FedEx Ground VI Distribution Grand Forks ND 2/19/2016 —  (1) 1,288  8,988  —  146  10,422  1,438 
FedEx Ground VIII Distribution Mosinee WI 2/23/2016 —  (1) 203  9,017  —  —  9,220  1,449 
Anderson Station (11) Multi-tenant Retail Anderson SC 2/16/2017 —  (7) 5,201  27,100  —  832  33,133  3,381 
Riverbend Marketplace (11) Multi-tenant Retail Asheville NC 2/16/2017 —  (7) 4,949  18,213  —  —  23,162  2,047 
Northlake Commons (11) Multi-tenant Retail Charlotte NC 2/16/2017 —  (10) 17,539  16,342  —  66  33,947  2,067 
Shops at Rivergate South (11) Multi-tenant Retail Charlotte NC 2/16/2017 —  (7) 5,202  28,378  —  162  33,742  3,156 
Cross Pointe Centre (11) Multi-tenant Retail Fayetteville NC 2/16/2017 —  (7) 8,075  19,717  —  534  28,326  2,249 
Parkside Shopping Center (11) Multi-tenant Retail Frankfort KY 2/16/2017 —  (10) 9,978  29,996  695  1,155  41,824  3,823 
Patton Creek (11) Multi-tenant Retail Hoover AL 2/16/2017 34,000  15,799  79,150  —  309  95,258  8,597 
Southway Shopping Center (11) Multi-tenant Retail Houston TX 2/16/2017 —  (10) 10,260  24,440  —  26  34,726  2,627 
Northpark Center (11) Multi-tenant Retail Huber Heights OH 2/16/2017 —  (7) 8,975  28,552  —  1,302  38,829  3,362 
Tiffany Springs MarketCenter (11) Multi-tenant Retail Kansas City MO 2/16/2017 —  (10) 10,154  50,832  —  3,396  64,382  6,614 
North Lakeland Plaza (11) Multi-tenant Retail Lakeland FL 2/16/2017 —  (7) 2,599  12,652  —  172  15,423  1,450 
Best on the Boulevard (11) Multi-tenant Retail Las Vegas NV 2/16/2017 —  (7) 10,046  32,706  —  255  43,007  3,669 
Montecito Crossing (11) Multi-tenant Retail Las Vegas NV 2/16/2017 —  (7) 16,204  36,477  —  12  52,693  4,196 
Pine Ridge Plaza (11) Multi-tenant Retail Lawrence KS 2/16/2017 —  (10) 14,008  20,935  —  576  35,519  2,614 
Jefferson Commons (11) Multi-tenant Retail Louisville KY 2/16/2017 —  (7) 5,110  29,432  —  2,643  37,185  3,618 
Towne Centre Plaza (11) Multi-tenant Retail Mesquite TX 2/16/2017 —  (10) 3,553  11,992  —  835  16,380  1,483 
F-67

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Township Marketplace (11) Multi-tenant Retail Monaca PA 2/16/2017 —  (10) 8,146  39,267  —  285  47,698  4,211 
Northwoods Marketplace (11) Multi-tenant Retail North Charleston SC 2/16/2017 —  (10) 13,474  28,362  —  431  42,267  3,182 
Centennial Plaza (11) Multi-tenant Retail Oklahoma City OK 2/16/2017 —  (7) 3,488  30,054  —  64  33,606  3,221 
Village at Quail Springs (11) Multi-tenant Retail Oklahoma City OK 2/16/2017 —  (10) 2,307  9,983  —  2,210  14,500  1,581 
Colonial Landing (16)
(11) Multi-tenant Retail Orlando FL 2/16/2017 —  (10) —  44,255  —  2,682  46,937  4,813 
The Centrum (11) Multi-tenant Retail Pineville NC 2/16/2017 —  12,013  26,242  —  1,441  39,696  3,221 
Liberty Crossing (11) Multi-tenant Retail Rowlett TX 2/16/2017 —  (10) 6,285  20,700  —  51  27,036  2,383 
San Pedro Crossing (11) Multi-tenant Retail San Antonio TX 2/16/2017 —  (7) 10,118  38,655  —  5,563  54,336  4,446 
Prairie Towne Center (11) Multi-tenant Retail Schaumburg IL 2/16/2017 —  (10) 11,070  19,528  —  6,191  36,789  5,609 
Shops at Shelby Crossing (11) Multi-tenant Retail Sebring FL 2/16/2017 21,677  4,478  32,316  —  324  37,118  4,239 
Stirling Slidell Centre (11) Multi-tenant Retail Slidell LA 2/16/2017 —  3,495  18,113  (2,028) (11,262) 8,318  112 
The Shops at West End (11) Multi-tenant Retail St. Louis Park MN 2/16/2017 —  (10) 12,831  107,807  —  904  121,542  10,968 
Bison Hollow (11) Multi-tenant Retail Traverse City MI 2/16/2017 —  (10) 4,346  15,944  —  —  20,290  1,723 
Southroads Shopping Center (11) Multi-tenant Retail Tulsa OK 2/16/2017 —  (10) 6,663  60,721  30  1,477  68,891  7,485 
The Streets of West Chester (11) Multi-tenant Retail West Chester OH 2/16/2017 —  (10) 11,313  34,305  517  363  46,498  3,930 
Shoppes of West Melbourne (11) Multi-tenant Retail West Melbourne FL 2/16/2017 —  (7) 4,258  19,138  —  865  24,261  2,257 
Shoppes at Wyomissing (11) Multi-tenant Retail Wyomissing PA 2/16/2017 —  (10) 4,108  32,446  —  83  36,637  3,589 
Dollar General XXIII Retail Dewitt NY 3/31/2017 —  (8) 233  1,044  —  —  1,277  126 
Dollar General XXIII Retail Farmington NY 3/31/2017 —  (8) 374  1,037  —  —  1,411  127 
Dollar General XXIII Retail Geddes NY 3/31/2017 —  (8) 191  1,018  —  —  1,209  125 
Dollar General XXIII Retail Otego NY 3/31/2017 —  (8) 285  1,070  —  —  1,355  132 
Dollar General XXIII Retail Parish NY 3/31/2017 —  (8) 164  1,071  —  —  1,235  136 
Dollar General XXIII Retail Utica NY 3/31/2017 —  (8) 301  1,034  —  —  1,335  135 
Jo-Ann Fabrics I Retail Freeport IL 4/17/2017 —  (8) 119  1,663  —  —  1,782  181 
Bob Evans I Retail Ashland KY 4/28/2017 —  (6) 446  1,771  —  —  2,217  186 
Bob Evans I Retail Bloomington IN 4/28/2017 —  (6) 405  1,351  —  —  1,756  144 
Bob Evans I Retail Bucyrus OH 4/28/2017 —  (6) 224  1,450  —  —  1,674  159 
Bob Evans I Retail Columbia City IN 4/28/2017 —  (6) 333  594  —  —  927  79 
Bob Evans I Retail Coshocton OH 4/28/2017 —  (6) 386  1,326  —  —  1,712  162 
Bob Evans I Retail Dublin OH 4/28/2017 —  (6) 701  645  —  —  1,346  88 
F-68

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Bob Evans I Retail Ellicott City MD 4/28/2017 —  (6) 507  1,083  —  —  1,590  136 
Bob Evans I Retail Elyria OH 4/28/2017 —  (6) 540  1,003  —  —  1,543  123 
Bob Evans I Retail Franklin OH 4/28/2017 —  (6) 620  1,581  —  —  2,201  178 
Bob Evans I Retail Kettering OH 4/28/2017 —  (6) 264  1,493  —  —  1,757  168 
Bob Evans I Retail Lansing MI 4/28/2017 —  (6) 817  1,093  —  —  1,910  144 
Bob Evans I Retail Lebanon OH 4/28/2017 —  (6) 628  1,328  —  —  1,956  161 
Bob Evans I Retail Lewes DE 4/28/2017 —  (6) 660  1,016  —  —  1,676  122 
Bob Evans I Retail Marietta OH 4/28/2017 —  (6) 631  1,890  —  —  2,521  208 
Bob Evans I Retail Miamisburg OH 4/28/2017 —  (6) 339  1,791  —  —  2,130  195 
Bob Evans I Retail Paducah KY 4/28/2017 —  (6) 296  697  —  —  993  90 
Bob Evans I Retail Plymouth IN 4/28/2017 —  (6) 172  1,023  —  —  1,195  117 
Bob Evans I Retail Roseville MI 4/28/2017 —  (6) 861  854  —  —  1,715  119 
Bob Evans I Retail Steubenville OH 4/28/2017 —  (6) 641  1,638  —  —  2,279  205 
Bob Evans I Retail Streetsboro OH 4/28/2017 —  (6) 1,078  780  —  —  1,858  106 
Bob Evans I Retail Taylor MI 4/28/2017 —  (6) 542  1,210  —  —  1,752  145 
Bob Evans I Retail Uniontown PA 4/28/2017 —  (6) 494  1,104  —  —  1,598  144 
Bob Evans I Retail Weirton WV 4/28/2017 —  (6) 305  900  —  —  1,205  123 
FedEx Ground IX Distribution Brainerd MN 5/3/2017 —  (8) 587  3,415  —  —  4,002  449 
Chili's II Retail McHenry IL 5/10/2017 —  (8) 973  2,557  —  —  3,530  275 
Dollar General XXIII Retail Kingston NY 5/10/2017 —  (8) 432  1,027  —  —  1,459  129 
Sonic Drive In I Retail Robertsdale AL 6/2/2017 —  (8) 358  1,043  —  —  1,401  119 
Sonic Drive In I Retail Tuscaloosa AL 6/2/2017 —  (8) 1,808  841  —  —  2,649  97 
Bridgestone HOSEpower I Distribution Columbia SC 6/8/2017 —  (8) 307  1,973  —  —  2,280  215 
Bridgestone HOSEpower I Distribution Elko NV 6/8/2017 —  (8) 358  1,642  —  —  2,000  193 
Dollar General XXIII Retail Kerhonkson NY 6/16/2017 —  (8) 247  953  —  —  1,200  112 
Bridgestone HOSEpower II Distribution Jacksonville FL 7/3/2017 —  (8) 236  1,762  —  —  1,998  183 
FedEx Ground X Distribution Rolla MO 7/14/2017 —  (8) 469  9,653  —  —  10,122  1,207 
Chili's III Retail Machesney Park IL 8/9/2017 —  (8) 1,254  2,922  —  —  4,176  296 
FedEx Ground XI Distribution Casper WY 9/15/2017 —  (8) 386  3,469  —  —  3,855  350 
Hardee's I Retail Ashland AL 9/26/2017 —  (9) 170  827  —  —  997  89 
Hardee's I Retail Jasper AL 9/26/2017 —  (9) 171  527  —  —  698  56 
Hardee's I Retail Jesup GA 9/26/2017 —  (9) 231  1,236  (96) (584) 787  — 
Hardee's I Retail Waycross GA 9/26/2017 —  (9) 261  1,217  (109) (582) 787  — 
Tractor Supply IV Retail Flandreau SD 10/30/2017 —  (8) 194  1,110  —  —  1,304  103 
Tractor Supply IV Retail Hazen ND 10/30/2017 —  (8) 242  1,290  —  —  1,532  130 
Circle K II Retail Harlingen TX 11/2/2017 —  (9) 575  945  —  —  1,520  93 
Circle K II Retail Laredo TX 11/2/2017 —  (9) 734  1,294  —  —  2,028  126 
Circle K II Retail Laredo TX 11/2/2017 —  (9) 675  1,250  —  —  1,925  138 
Circle K II Retail Laredo TX 11/2/2017 —  (9) 226  443  —  —  669  44 
Circle K II Retail Rio Grande TX 11/2/2017 —  (9) 625  1,257  —  —  1,882  123 
Circle K II Retail Weslaco TX 11/2/2017 —  (9) 547  1,183  —  —  1,730  119 
Sonic Drive In II Retail Biloxi MS 11/3/2017 —  (9) 397  621  —  —  1,018  64 
F-69

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Sonic Drive In II Retail Collins MS 11/3/2017 —  (9) 272  992  —  —  1,264  101 
Sonic Drive In II Retail Ellisville MS 11/3/2017 —  (9) 251  1,114  —  —  1,365  103 
Sonic Drive In II Retail Gulfport MS 11/3/2017 —  (9) 100  930  —  —  1,030  99 
Sonic Drive In II Retail Gulfport MS 11/3/2017 —  (9) 199  660  —  —  859  61 
Sonic Drive In II Retail Gulfport MS 11/3/2017 —  (9) 232  746  —  —  978  78 
Sonic Drive In II Retail Hattiesburg MS 11/3/2017 —  (9) 351  788  —  —  1,139  84 
Sonic Drive In II Retail Lithia FL 11/3/2017 —  (9) 352  478  —  —  830  56 
Sonic Drive In II Retail Long Beach MS 11/3/2017 —  (9) 210  840  —  —  1,050  89 
Sonic Drive In II Retail Magee MS 11/3/2017 —  (9) 300  740  —  —  1,040  80 
Sonic Drive In II Retail Petal MS 11/3/2017 —  (9) 100  1,053  —  —  1,153  98 
Sonic Drive In II Retail Plant City FL 11/3/2017 —  (9) 250  525  —  —  775  67 
Sonic Drive In II Retail Purvis MS 11/3/2017 —  (9) 129  896  —  —  1,025  84 
Sonic Drive In II Retail Riverview FL 11/3/2017 —  (9) 267  502  —  —  769  57 
Sonic Drive In II Retail Riverview FL 11/3/2017 —  (9) 392  679  —  —  1,071  71 
Sonic Drive In II Retail Tylertown MS 11/3/2017 —  (9) 191  1,197  —  —  1,388  120 
Sonic Drive In II Retail Wauchula FL 11/3/2017 —  (9) 191  346  —  —  537  39 
Sonic Drive In II Retail Waveland MS 11/3/2017 —  (9) 322  594  —  —  916  64 
Sonic Drive In II Retail Waynesboro MS 11/3/2017 —  (9) 188  517  —  —  705  55 
Sonic Drive In II Retail Woodville MS 11/3/2017 —  (9) 160  1,179  —  —  1,339  108 
Bridgestone HOSEpower III Distribution Sulphur LA 12/20/2017 —  (8) 882  2,176  —  —  3,058  196 
Sonny's BBQ I Retail Tallahassee FL 1/15/2018 —  (9) 521  1,561  —  —  2,082  141 
Sonny's BBQ I Retail Tallahassee FL 1/15/2018 —  (9) 717  1,510  —  —  2,227  143 
Sonny's BBQ I Retail Tallahassee FL 1/15/2018 —  (9) 491  2,281  —  —  2,772  197 
Mountain Express I Retail Baldwin GA 1/25/2018 —  (9) 861  690  —  —  1,551  70 
Mountain Express I Retail Buford GA 1/25/2018 —  (9) 883  1,130  —  —  2,013  119 
Mountain Express I Retail Canton GA 1/25/2018 —  (9) 348  1,463  —  —  1,811  154 
Mountain Express I Retail Chatsworth GA 1/25/2018 —  (9) 673  1,108  —  —  1,781  114 
Mountain Express I Retail Douglasville GA 1/25/2018 —  (9) 958  808  —  —  1,766  76 
Mountain Express I Retail Jasper GA 1/25/2018 —  (9) 1,167  823  —  —  1,990  81 
Mountain Express I Retail Summerville GA 1/25/2018 —  (9) 270  1,019  —  —  1,289  94 
Mountain Express I Retail Trion GA 1/25/2018 —  (9) 379  1,077  —  —  1,456  117 
Mountain Express I Retail Woodstock GA 1/25/2018 —  (9) 578  804  —  —  1,382  79 
Kum & Go I Retail Omaha NE 2/27/2018 —  (10) 1,391  1,350  —  —  2,741  177 
DaVita I Retail Bolivar TN 2/28/2018 —  (9) 101  623  —  —  724  52 
DaVita I Retail Brownviille TN 2/28/2018 —  (9) 61  1,166  —  —  1,227  92 
White Oak I Retail Casey IA 3/9/2018 —  512  164  —  —  676  16 
White Oak I Retail Hospers IA 3/9/2018 —  674  236  —  —  910  24 
F-70

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
White Oak I Retail Jefferson IA 3/9/2018 —  662  484  —  —  1,146  45 
White Oak I Retail Muscatine IA 3/9/2018 —  1,142  671  —  —  1,813  63 
White Oak I Retail Nevada IA 3/9/2018 —  347  199  —  —  546  20 
White Oak I Retail Nevada IA 3/9/2018 —  928  377  —  —  1,305  38 
White Oak I Retail Omaha NE 3/9/2018 —  867  273  —  —  1,140  30 
White Oak I Retail Omaha NE 3/9/2018 —  885  649  —  —  1,534  57 
White Oak I Retail Wapello IA 3/9/2018 —  708  627  —  —  1,335  58 
Mountain Express II Retail Arley AL 6/14/2018 —  (9) 590  428  —  —  1,018  41 
Mountain Express II Retail Cullman AL 6/14/2018 —  (9) 669  978  —  —  1,647  80 
Mountain Express II Retail Cullman AL 6/14/2018 —  (9) 794  858  —  —  1,652  74 
Mountain Express II Retail Eva AL 6/14/2018 —  (9) 782  258  —  —  1,040  26 
Mountain Express II Retail Good Hope AL 6/14/2018 —  (9) 1,080  685  —  —  1,765  69 
Mountain Express II Retail Huntsville AL 6/14/2018 —  (9) 1,470  659  —  —  2,129  55 
Mountain Express II Retail Huntsville AL 6/14/2018 —  (9) 2,468  710  —  —  3,178  60 
Mountain Express II Retail Huntsville AL 6/14/2018 —  (9) 1,882  316  —  —  2,198  29 
Mountain Express II Retail Oneonta AL 6/14/2018 —  (9) 1,057  532  —  —  1,589  42 
Mountain Express II Retail Owens Cross AL 6/14/2018 —  (9) 578  1,386  —  —  1,964  105 
Mountain Express II Retail Pine Campbell AL 6/14/2018 —  (9) 819  219  —  —  1,038  20 
Mountain Express II Retail Red Bay AL 6/14/2018 —  (9) 840  566  —  —  1,406  44 
Mountain Express II Retail Red Bay AL 6/14/2018 —  (9) 254  393  —  —  647  31 
Mountain Express II Retail Russellville AL 6/14/2018 —  (9) 594  378  —  —  972  32 
Mountain Express II Retail Vina AL 6/14/2018 —  549  300  —  —  849  24 
Dialysis I Retail Grand Rapids MI 7/20/2018 —  (9) 674  1,827  —  —  2,501  125 
Dialysis I Retail Michigan City IN 7/20/2018 —  (1) 360  1,726  —  —  2,086  142 
Dialysis I Retail Auburn ME 7/20/2018 —  (9) 78  2,766  —  —  2,844  182 
Dialysis I Retail Benton Harbor MI 7/20/2018 —  (9) 241  1,687  —  —  1,928  127 
Dialysis I Retail East Knoxville TN 7/20/2018 —  (9) 497  1,429  —  —  1,926  105 
Dialysis I Retail Grand Rapids MI 7/20/2018 —  (9) 612  412  —  —  1,024  31 
Dialysis I Retail Sikeston MO 7/20/2018 —  (9) 221  1,762  —  —  1,983  132 
Children of America I Office New Britian PA 8/13/2018 —  (9) 224  3,319  —  —  3,543  222 
Children of America I Office Warminster PA 8/13/2018 —  (9) 284  3,225  —  —  3,509  215 
Burger King II Retail Pineville LA 8/20/2018 —  (9) 462  1,136  —  —  1,598  85 
White Oak II Retail Council Bluffs IA 8/27/2018 —  111  628  —  —  739  50 
White Oak II Retail Council Bluffs IA 8/27/2018 —  122  566  —  —  688  42 
White Oak II Retail Glenwood IA 8/27/2018 —  20  351  —  —  371  22 
White Oak II Retail Missouri Valley IA 8/27/2018 —  40  388  —  —  428  29 
White Oak II Retail Red Oak IA 8/27/2018 —  30  543  —  —  573  39 
F-71

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
White Oak II Retail Sioux Center IA 8/27/2018 —  20  358  —  —  378  24 
White Oak II Retail Sioux City IA 8/27/2018 —  70  339  —  —  409  24 
White Oak II Retail Sioux City IA 8/27/2018 —  81  396  —  —  477  26 
White Oak II Retail Sioux City IA 8/27/2018 —  101  519  —  —  620  42 
Bob Evans II Retail Aurora IN 8/31/2018 —  (9) 237  1,675  —  —  1,912  122 
Bob Evans II Retail Barboursville WV 8/31/2018 —  (9) 987  807  —  —  1,794  55 
Bob Evans II Retail Bay City MI 8/31/2018 —  (9) 796  313  —  —  1,109  26 
Bob Evans II Retail Bluefield VA 8/31/2018 —  (9) 440  1,454  —  —  1,894  98 
Bob Evans II Retail Bridgeport OH 8/31/2018 —  (9) 335  1,301  —  —  1,636  88 
Bob Evans II Retail Bridgeport WV 8/31/2018 —  (9) 481  1,819  —  —  2,300  125 
Bob Evans II Retail Burbank OH 8/31/2018 —  (9) 172  1,804  —  —  1,976  136 
Bob Evans II Retail Cadillac MI 8/31/2018 —  (9) 345  1,447  —  —  1,792  103 
Bob Evans II Retail Circleville OH 8/31/2018 —  (9) 911  1,686  —  —  2,597  124 
Bob Evans II Retail Columbus OH 8/31/2018 —  (9) 615  1,252  —  —  1,867  92 
Bob Evans II Retail E Liverpool OH 8/31/2018 —  (9) 399  1,533  —  —  1,932  112 
Bob Evans II Retail Greenville OH 8/31/2018 —  (9) 460  1,900  —  —  2,360  125 
Bob Evans II Retail Hamilton OH 8/31/2018 —  (9) 441  1,344  —  —  1,785  100 
Bob Evans II Retail Huntington WV 8/31/2018 —  (9) 255  1,563  —  —  1,818  102 
Bob Evans II Retail Jackson OH 8/31/2018 —  (9) 596  1,487  —  —  2,083  109 
Bob Evans II Retail Jeffersonville OH 8/31/2018 —  (9) 193  1,508  —  —  1,701  126 
Bob Evans II Retail Lavale MD 8/31/2018 —  (9) 527  2,536  —  —  3,063  168 
Bob Evans II Retail Mt. Pleasant MI 8/31/2018 —  (9) 559  1,149  —  —  1,708  95 
Bob Evans II Retail New Martinsville WV 8/31/2018 —  (9) 703  1,206  —  —  1,909  87 
Bob Evans II Retail Norwalk OH 8/31/2018 —  (9) 123  2,559  —  —  2,682  179 
Bob Evans II Retail South Point OH 8/31/2018 —  (9) 420  1,436  —  —  1,856  108 
Bob Evans II Retail White Hall WV 8/31/2018 —  (9) 347  1,185  —  —  1,532  81 
Taco John's Retail Chanute KS 9/14/2018 —  (9) 81  642  —  —  723  45 
Taco John's Retail Mountain Home ID 9/14/2018 —  (9) 81  561  —  —  642  40 
Mountain Express III Retail Canton GA 9/19/2018 —  (9) 703  1,719  —  —  2,422  125 
Mountain Express III Retail Clinton SC 9/19/2018 —  (9) 581  1,113  —  —  1,694  72 
Mountain Express III Retail Cornelia GA 9/19/2018 —  (9) 363  778  —  —  1,141  60 
Mountain Express III Retail Cumming GA 9/19/2018 —  (9) 161  1,403  —  —  1,564  96 
Mountain Express III Retail Ellijay GA 9/19/2018 —  (9) 517  1,803  —  —  2,320  132 
Mountain Express III Retail Hogansville GA 9/19/2018 —  (9) 141  1,068  —  —  1,209  92 
Mountain Express III Retail Homer GA 9/19/2018 —  (9) 221  991  —  —  1,212  73 
Mountain Express III Retail McCaysville GA 9/19/2018 —  (9) 371  720  —  —  1,091  48 

F-72

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020



(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Mountain Express III Retail Nettleton MS 9/19/2018 —  (9) 212  660  —  —  872  46 
Mountain Express III Retail Riverdale GA 9/19/2018 —  (9) 1,001  1,920  —  —  2,921  137 
Mountain Express III Retail Toccoa GA 9/19/2018 —  (9) 315  708  —  —  1,023  52 
Mountain Express III Retail Toccoa GA 9/19/2018 —  (9) 262  908  —  —  1,170  66 
Mountain Express III Retail Woodstock GA 9/19/2018 —  (9) 913  1,628  —  —  2,541  125 
Mountain Express III Retail Woodstock GA 9/19/2018 —  (9) 2,202  1,234  —  —  3,436  93 
Taco John's Retail Carroll IA 9/21/2018 —  (9) 171  541  —  —  712  40 
Taco John's Retail Cherokee IA 9/21/2018 —  (9) 131  347  —  —  478  25 
Taco John's Retail Independence MO 9/28/2018 —  (9) 242  822  —  —  1,064  61 
Taco John's Retail North Manakato MN 9/28/2018 —  (9) 213  334  —  —  547  31 
Taco John's Retail St. Peter MN 9/28/2018 —  (9) 112  559  —  —  671  38 
White Oak III Retail Bonham TX 10/5/2018 —  734  1,952  —  —  2,686  146 
DaVita II Retail Houston TX 10/26/2018 —  (9) 246  1,982  —  —  2,228  130 
Pizza Hut I Retail Charlotte NC 10/29/2018 —  (9) 236  916  —  —  1,152  67 
Pizza Hut I Retail Columbus OH 10/29/2018 —  (9) 305  922  —  —  1,227  63 
Pizza Hut I Retail Columbus OH 10/29/2018 —  (9) 187  464  —  —  651  33 
Pizza Hut I Retail Gastonia NC 10/29/2018 —  (9) 208  1,128  —  —  1,336  76 
Pizza Hut I Retail Midland TX 10/29/2018 —  (9) 207  662  —  —  869  42 
Pizza Hut I Retail New Lexington OH 10/29/2018 —  (9) 69  658  —  —  727  46 
Pizza Hut I Retail Newton NC 10/29/2018 —  (9) 79  755  —  —  834  49 
Pizza Hut I Retail Westerville OH 10/29/2018 —  (9) 167  830  —  —  997  58 
Pizza Hut I Retail Zaneville OH 10/29/2018 —  (9) 99  745  —  —  844  48 
Little Caesars I Retail Burton MI 12/21/2018 —  (9) 236  1,022  —  —  1,258  68 
Little Caesars I Retail Burton MI 12/21/2018 —  (9) 88  684  —  —  772  51 
Little Caesars I Retail Durand MI 12/21/2018 —  (9) 39  401  —  —  440  27 
Little Caesars I Retail Flint MI 12/21/2018 —  (9) 30  553  —  —  583  36 
Little Caesars I Retail Flint MI 12/21/2018 —  (9) 39  632  —  —  671  38 
Little Caesars I Retail Flint MI 12/21/2018 —  (9) 10  543  —  —  553  30 
Little Caesars I Retail Flint MI 12/21/2018 —  (9) 49  577  —  —  626  40 
Little Caesars I Retail Flint MI 12/21/2018 —  (9) 108  569  —  —  677  37 
Little Caesars I Retail Flint MI 12/21/2018 —  (9) 16  653  —  —  669  37 
Little Caesars I Retail Flint MI 12/21/2018 —  (9) 30  781  —  —  811  45 
Little Caesars I Retail Swartz Creek MI 12/21/2018 —  (9) 79  492  —  —  571  35 
Tractor Supply V Retail Americus GA 12/27/2018 —  (9) 329  2,522  —  —  2,851  160 
Tractor Supply V Retail Cadiz OH 12/27/2018 —  (9) 179  2,546  —  —  2,725  168 
Tractor Supply V Retail Catalina AZ 12/27/2018 —  (9) 953  3,061  —  —  4,014  197 
F-73

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Tractor Supply V Retail Sorocco NM 12/27/2018 —  (9) 413  2,602  —  —  3,015  166 
Caliber Collision I Retail Fayetteville NC 12/28/2018 —  (1) 372  1,269  —  —  1,641  71 
Caliber Collision I Retail Lutz FL 12/28/2018 —  (1) 1,745  2,696  —  —  4,441  174 
Caliber Collision I Retail Nolansville TX 12/28/2018 —  (1) 360  973  —  —  1,333  61 
Fresenius III Retail Cumming GA 1/2/2019 —  (9) 141  1,206  —  —  1,347  71 
Fresenius III Retail Enterprise AL 1/2/2019 —  (9) 523  2,854  —  —  3,377  179 
Fresenius III Retail Gulf Breeze FL 1/2/2019 —  (9) 306  2,399  —  —  2,705  140 
Fresenius III Retail Monrowville AL 1/2/2019 —  (9) 219  1,330  —  12  1,561  88 
Fresenius III Retail Pendleton SC 1/2/2019 —  (9) 151  1,248  —  —  1,399  74 
Fresenius III Retail Thomasville AL 1/2/2019 —  (9) 482  1,045  —  —  1,527  70 
Pizza Hut II Retail Afton WY 1/28/2019 —  (9) 50  870  —  —  920  49 
Pizza Hut II Retail Alva OK 1/28/2019 —  (9) 191  1,129  —  —  1,320  67 
Pizza Hut II Retail Buffalo WY 1/28/2019 —  (9) 162  588  —  —  750  40 
Pizza Hut II Retail Canadian TX 1/28/2019 —  (9) 139  729  —  —  868  43 
Pizza Hut II Retail Cherokee OK 1/28/2019 —  (9) 101  474  —  —  575  31 
Pizza Hut II Retail Cut Bank MT 1/28/2019 —  (9) 131  808  —  —  939  48 
Pizza Hut II Retail Deer Lodge MT 1/28/2019 —  (9) 181  449  —  —  630  31 
Pizza Hut II Retail Dillion MT 1/28/2019 —  (9) 71  760  —  —  831  43 
Pizza Hut II Retail Douglas WY 1/28/2019 —  (9) 322  1,085  —  —  1,407  65 
Pizza Hut II Retail Elkhart KS 1/28/2019 —  (9) 179  611  —  —  790  38 
Pizza Hut II Retail Fairview OK 1/28/2019 —  (9) 120  789  —  —  909  48 
Pizza Hut II Retail Havre MT 1/28/2019 —  (9) 175  2,061  —  —  2,236  113 
Pizza Hut II Retail Helena MT 1/28/2019 —  (9) 132  887  —  —  1,019  51 
Pizza Hut II Retail Hennessey OK 1/28/2019 —  (9) 81  743  —  —  824  40 
Pizza Hut II Retail Hugoton KS 1/28/2019 —  (9) 112  948  —  —  1,060  51 
Pizza Hut II Retail Larned KS 1/28/2019 —  (9) 159  633  —  —  792  44 
Pizza Hut II Retail Lewistown MT 1/28/2019 —  (9) 131  793  —  —  924  45 
Pizza Hut II Retail Libby MT 1/28/2019 —  (9) 50  1,011  —  —  1,061  57 
Pizza Hut II Retail Liberal KS 1/28/2019 —  (9) 20  956  —  —  976  47 
Pizza Hut II Retail Meade KS 1/28/2019 —  (9) 121  637  —  —  758  37 
Pizza Hut II Retail Newcastle WY 1/28/2019 —  (9) 71  735  —  —  806  40 
Pizza Hut II Retail Polson MT 1/28/2019 —  (9) 151  1,090  —  —  1,241  62 
Pizza Hut II Retail Roosevelt UT 1/28/2019 —  (9) 220  960  —  —  1,180  56 
Pizza Hut II Retail Shattuck OK 1/28/2019 —  (9) 100  531  —  —  631  33 
Pizza Hut II Retail Shelby MT 1/28/2019 —  (9) 150  502  —  —  652  34 
Pizza Hut II Retail Spearman TX 1/28/2019 —  (9) 230  869  —  —  1,099  55 
Pizza Hut II Retail Thermpolis WY 1/28/2019 —  (9) 70  863  —  —  933  50 
F-74

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Pizza Hut II Retail Ulyses KS 1/28/2019 —  (9) 121  1,108  —  —  1,229  64 
Pizza Hut II Retail Vernal UT 1/28/2019 —  (9) 211  733  —  —  944  44 
Pizza Hut II Retail Watonga OK 1/28/2019 —  (9) 70  939  —  —  1,009  53 
Pizza Hut II Retail Wheatland WY 1/28/2019 —  (9) 153  825  —  —  978  49 
Mountain Express IV Retail Cabot AR 2/25/2019 —  (9) 206  816  —  —  1,022  61 
Mountain Express IV Retail Corning AR 2/25/2019 —  (9) 283  865  —  —  1,148  41 
Mountain Express IV Retail El Dorado AR 2/25/2019 —  (9) 371  1,180  —  —  1,551  75 
Mountain Express IV Retail El Dorado AR 2/25/2019 —  (9) 217  668  —  —  885  39 
Mountain Express IV Retail El Dorado AR 2/25/2019 —  (9) 1,258  1,475  —  —  2,733  101 
Mountain Express IV Retail Fordyce AR 2/25/2019 —  (9) 548  1,530  —  —  2,078  75 
Mountain Express IV Retail Hope AR 2/25/2019 —  (9) 705  783  —  —  1,488  38 
Mountain Express IV Retail Searcy AR 2/25/2019 —  (9) 1,007  787  —  —  1,794  39 
Mountain Express V Retail Buford GA 2/28/2019 —  (1) 436  1,695  —  —  2,131  91 
Mountain Express V Retail Buford GA 2/28/2019 —  (1) 337  1,715  —  —  2,052  101 
Mountain Express V Retail Canton GA 2/28/2019 —  (1) 198  1,821  —  —  2,019  93 
Mountain Express V Retail Conyers GA 2/28/2019 —  (1) 199  2,220  —  —  2,419  126 
Mountain Express V Retail Dahlonega GA 2/28/2019 —  (1) 687  942  —  —  1,629  52 
Mountain Express V Retail Elberton GA 2/28/2019 —  (1) 268  1,760  —  —  2,028  110 
Mountain Express V Retail Forest Park GA 2/28/2019 —  (1) 983  1,118  —  —  2,101  59 
Mountain Express V Retail Jonesboro GA 2/28/2019 —  (1) 456  1,960  —  —  2,416  106 
Mountain Express V Retail Lithia Springs GA 2/28/2019 —  (1) 776  1,282  —  —  2,058  72 
Mountain Express V Retail Lithia Springs GA 2/28/2019 —  (1) 905  1,267  —  —  2,172  71 
Mountain Express V Retail Loganville GA 2/28/2019 —  (1) 258  2,102  —  —  2,360  115 
Mountain Express V Retail Macon GA 2/28/2019 —  (1) 543  908  —  —  1,451  52 
Mountain Express V Retail Stockbridge GA 2/28/2019 —  (1) 129  1,938  —  —  2,067  100 
Fresenius IV Retail Alexandria LA 3/21/2019 —  (9) 342  2,505  —  —  2,847  121 
Mountain Express V Retail Forest Park GA 3/22/2019 —  (1) 1,473  720  —  —  2,193  44 
Tractor Supply V Retail New Cordell OK 3/27/2019 —  (9) 332  2,246  —  —  2,578  135 
Mountain Express V Retail Macon GA 3/29/2019 —  (1) 1,085  872  —  —  1,957  50 
Mountain Express V Retail Norcross GA 3/29/2019 —  (1) 710  2,722  —  —  3,432  143 
Mountain Express V Retail Snellville GA 3/29/2019 —  (1) 548  688  —  —  1,236  38 
Mountain Express V Retail Covington GA 4/4/2019 —  (1) 119  2,325  —  —  2,444  113 
IMTAA Retail Baton Rouge LA 5/16/2019 —  (1) 255  1,772  —  —  2,027  89 
IMTAA Retail Bridge City TX 5/16/2019 —  (1) 196  1,975  —  —  2,171  103 
IMTAA Retail Gonzales LA 5/16/2019 —  (1) 367  1,622  —  —  1,989  87 
IMTAA Retail Gonzales LA 5/16/2019 —  (1) 246  1,622  —  —  1,868  82 
IMTAA Retail Kenner LA 5/16/2019 —  (1) 469  1,409  —  —  1,878  70 
F-75

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
IMTAA Retail Lake Charles LA 5/16/2019 —  (1) 534  1,411  —  —  1,945  75 
IMTAA Retail Lake Charles LA 5/16/2019 —  (1) 349  1,525  —  —  1,874  87 
IMTAA Retail Lake Charles LA 5/16/2019 —  (1) 508  1,246  —  —  1,754  65 
IMTAA Retail Lake Charles LA 5/16/2019 —  (1) 472  1,523  —  —  1,995  73 
IMTAA Retail Orange TX 5/16/2019 —  (1) 214  1,867  —  —  2,081  101 
IMTAA Retail St. Rose LA 5/16/2019 —  (1) 287  1,214  —  —  1,501  63 
Pizza Hut III Retail Casper WY 5/31/2019 —  (1) 382  1,044  —  —  1,426  54 
Pizza Hut III Retail Casper WY 5/31/2019 —  (1) 255  1,040  —  —  1,295  47 
Pizza Hut III Retail Colorado Springs CO 5/31/2019 —  (1) 252  961  —  —  1,213  44 
Pizza Hut III Retail Dodge City KS 5/31/2019 —  (1) 166  1,163  —  —  1,329  57 
Pizza Hut III Retail Garden City KS 5/31/2019 —  (1) 197  680  —  —  877  33 
Pizza Hut III Retail Great Falls MT 5/31/2019 —  (1) 262  633  —  —  895  30 
Pizza Hut III Retail Great Falls MT 5/31/2019 —  (1) 265  598  —  —  863  32 
Pizza Hut III Retail Guymon OK 5/31/2019 —  (1) 155  1,208  —  —  1,363  54 
Pizza Hut III Retail Kalispell MT 5/31/2019 —  (1) 735  1,139  —  —  1,874  62 
Pizza Hut III Retail Missoula MT 5/31/2019 —  (1) 653  595  —  —  1,248  31 
Pizza Hut III Retail Perryton TX 5/31/2019 —  (1) 309  1,429  —  —  1,738  66 
Pizza Hut III Retail Sterling CO 5/31/2019 —  (1) 150  968  —  —  1,118  45 
Fresenius V Retail Brookhaven MS 6/4/2019 —  (1) 581  1,548  —  16  2,145  78 
Fresenius V Retail Centreville MS 6/4/2019 —  (1) 236  732  —  —  968  37 
Fresenius VI Retail Chicago IL 6/17/2019 —  (1) 313  1,110  —  —  1,423  48 
Mountain Express VI Retail Smackover AR 6/26/2019 —  (1) 1,519  841  —  —  2,360  45 
Pizza Hut III Retail Woodward OK 6/27/2019 —  (1) 525  1,644  —  —  2,169  73 
Fresenius VII Retail Athens TX 6/28/2019 —  (1) 907  4,515  —  —  5,422  198 
Fresenius VII Retail Idabel OK 6/28/2019 —  (1) 298  2,319  —  —  2,617  104 
Fresenius VII Retail Tyler TX 6/28/2019 —  (1) 314  1,677  —  —  1,991  78 
Caliber Collision II Retail Pueblo CO 8/5/2019 —  (1) 866  1,807  —  —  2,673  79 
Dollar General XXV Retail Brownsville KY 9/5/2019 —  (1) 170  915  —  —  1,085  42 
Dollar General XXV Retail Custer KY 9/5/2019 —  (1) 138  675  —  —  813  31 
Dollar General XXV Retail Elkton KY 9/5/2019 —  (1) 89  731  —  —  820  33 
Dollar General XXV Retail Falls of Rough KY 9/5/2019 —  (1) 141  692  —  —  833  29 
Dollar General XXV Retail Sedalia KY 9/5/2019 —  (1) 177  678  —  —  855  32 
Dollar General XXIV Retail Clarksville IA 9/6/2019 —  (1) 80  1,023  —  —  1,103  39 
Dollar General XXIV Retail Lincoln MI 9/6/2019 —  (1) 90  1,006  —  —  1,096  52 
Dollar General XXIV Retail Tabor IA 9/6/2019 —  (9) 101  907  —  —  1,008  51 
Mister Carwash I Retail Athens GA 9/12/2019 —  (10) 1,892  2,350  —  —  4,242  131 
Mister Carwash I Retail Cumming GA 9/12/2019 —  (10) 1,363  2,730  —  —  4,093  142 
Mister Carwash I Retail Monroe GA 9/12/2019 —  (10) 1,376  2,120  —  —  3,496  120 
Dollar General XXIV Retail Assumption IL 9/20/2019 —  (9) 111  885  —  —  996  42 
Dollar General XXIV Retail Curtis MI 9/20/2019 —  (1) 100  986  —  —  1,086  47 
Dollar General XXIV Retail Harrisville MI 9/20/2019 —  (9) 209  964  —  —  1,173  50 
Dollar General XXIV Retail Mora MN 9/20/2019 —  (9) 192  976  —  —  1,168  43 
F-76

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020




(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Dollar General XXIV Retail Washburn IL 9/20/2019 —  (9) 140  868  —  —  1,008  38 
Checkers I Retail Dublin GA 9/25/2019 —  (1) 161  746  —  —  907  36 
DaVita III Retail El Paso TX 9/27/2019 —  (1) 331  2,954  —  —  3,285  108 
Dialysis II Retail Baltimore MD 9/30/2019 —  (1) 860  614  —  —  1,474  27 
Dialysis II Retail Brunswick OH 9/30/2019 —  (1) 429  2,327  —  —  2,756  92 
Dialysis II Retail Burgaw NC 9/30/2019 —  (1) 60  1,410  —  —  1,470  54 
Dialysis II Retail Detroit MI 9/30/2019 —  (1) 283  1,964  —  —  2,247  78 
Dialysis II Retail Elizabethtown NC 9/30/2019 —  (1) 40  2,327  —  —  2,367  81 
Dialysis II Retail Goose Creek SC 9/30/2019 —  (1) 328  1,651  —  —  1,979  59 
Dialysis II Retail Greenville SC 9/30/2019 —  (1) 1,132  1,083  —  —  2,215  50 
Dialysis II Retail Jackson TN 9/30/2019 —  (1) 256  1,329  —  —  1,585  61 
Dialysis II Retail Kyle TX 9/30/2019 —  (1) 416  2,228  —  —  2,644  88 
Dialysis II Retail Las Vegas NV 9/30/2019 —  (1) 883  3,869  —  —  4,752  142 
Dialysis II Retail Lexington TN 9/30/2019 —  (1) 111  1,128  —  —  1,239  49 
Dialysis II Retail Merrillville IN 9/30/2019 —  (1) 639  1,128  —  —  1,767  45 
Dialysis II Retail New Orleans LA 9/30/2019 —  (1) 559  1,305  —  80  1,944  52 
Dialysis II Retail North Charleston SC 9/30/2019 —  (1) 424  1,564  —  —  1,988  58 
Dialysis II Retail Parma OH 9/30/2019 —  (1) 208  1,271  —  1,486  45 
Dialysis II Retail Rocky River OH 9/30/2019 —  (1) 327  1,782  —  —  2,109  62 
Dialysis II Retail Seguin TX 9/30/2019 —  (1) 91  1,889  —  —  1,980  71 
Dialysis II Retail Shallotte NC 9/30/2019 —  (1) 174  1,308  —  —  1,482  48 
Dialysis II Retail Spartanburg SC 9/30/2019 —  (1) 188  1,133  —  —  1,321  47 
Dialysis II Retail Albuquerque NM 9/30/2019 —  (1) 214  3,136  —  1,676  5,026  160 
Dialysis II Retail Anchorage AK 9/30/2019 —  (1) 1,315  4,108  —  —  5,423  157 
Dialysis II Retail Anniston AL 9/30/2019 —  (1) 322  3,782  —  —  4,104  132 
Dialysis II Retail Augusta GA 9/30/2019 —  (1) 364  1,803  —  —  2,167  68 
Dialysis II Retail Belleville IL 9/30/2019 —  (1) 129  2,271  —  —  2,400  82 
Dialysis II Retail Berea KY 9/30/2019 —  (1) 159  2,079  —  —  2,238  74 
Dialysis II Retail Bowling Green KY 9/30/2019 —  (1) 442  2,865  —  —  3,307  105 
Dialysis II Retail Brunswick GA 9/30/2019 —  (1) 376  1,734  —  —  2,110  62 
Dialysis II Retail Charlotte NC 9/30/2019 —  (1) 906  1,894  —  10  2,810  71 
Dialysis II Retail Conway NH 9/30/2019 —  (1) 70  1,370  —  —  1,440  60 
Dialysis II Retail Diamondhead MS 9/30/2019 —  (1) 91  2,693  —  —  2,784  97 
Dialysis II Retail Durham NC 9/30/2019 —  (1) 626  1,737  —  13  2,376  66 
Dialysis II Retail Etters PA 9/30/2019 —  (1) 643  2,926  —  —  3,569  107 
F-77

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Dialysis II Retail Gary IN 9/30/2019 —  (1) 241  2,023  —  —  2,264  71 
Dialysis II Retail Hopkinsville KY 9/30/2019 —  (1) 62  2,785  —  —  2,847  99 
Dialysis II Retail Lexington KY 9/30/2019 —  (1) 439  2,277  —  —  2,716  84 
Dialysis II Retail Madisonville KY 9/30/2019 —  (1) 134  1,257  —  —  1,391  46 
Dialysis II Retail Mentor OH 9/30/2019 —  (1) 102  1,921  —  —  2,023  77 
Dialysis II Retail Monticello KY 9/30/2019 —  (1) 235  2,119  —  —  2,354  79 
Dialysis II Retail New Castle PA 9/30/2019 —  (1) 153  1,135  —  —  1,288  42 
Dialysis II Retail Palmdale CA 9/30/2019 —  (1) 414  1,887  —  —  2,301  72 
Dialysis II Retail Radcliff KY 9/30/2019 —  (1) 262  2,391  —  —  2,653  87 
Dialysis II Retail Richmond VA 9/30/2019 —  (1) 283  2,111  —  —  2,394  75 
Dialysis II Retail River Forest IL 9/30/2019 —  (1) 527  3,646  —  —  4,173  121 
Dialysis II Retail Roanoke VA 9/30/2019 —  (1) 456  2,143  —  —  2,599  79 
Dialysis II Retail Rocky Mount NC 9/30/2019 —  (1) 143  3,515  —  —  3,658  141 
Dialysis II Retail Salem OH 9/30/2019 —  (1) 264  2,457  —  —  2,721  96 
Dialysis II Retail Salem VA 9/30/2019 —  (1) 326  2,083  —  2,416  70 
Dialysis II Retail Sarasota FL 9/30/2019 —  (1) 650  1,914  —  —  2,564  67 
Dialysis II Retail Summerville SC 9/30/2019 —  (1) 317  1,826  —  —  2,143  65 
Dialysis II Retail Anderson IN 9/30/2019 —  (1) 375  1,530  —  —  1,905  58 
Dollar General XXIV Retail Potomac IL 10/28/2019 —  (9) 153  858  —  —  1,011  41 
Mister Carwash II Retail Canton GA 11/7/2019 —  (10) 3,105  2,291  —  —  5,396  121 
Mister Carwash II Retail Johns Creek GA 11/7/2019 —  (10) 1,664  1,833  —  —  3,497  91 
Advance Auto IV Retail Burlington WI 12/11/2019 —  (1) 259  1,090  —  —  1,349  38 
Advance Auto IV Retail Greenville OH 12/11/2019 —  (1) 207  438  —  —  645  18 
Advance Auto IV Retail Huntingdon PA 12/11/2019 —  (1) 160  569  —  —  729  26 
Advance Auto IV Retail Marshfield WI 12/11/2019 —  (1) 244  1,013  —  —  1,257  34 
Advance Auto IV Retail Piqua OH 12/11/2019 —  (1) 130  575  —  —  705  25 
Advance Auto IV Retail Selma AL 12/11/2019 —  (1) 91  572  —  —  663  24 
Advance Auto IV Retail Tomah WI 12/11/2019 —  (1) 286  842  —  —  1,128  28 
Advance Auto IV Retail Waynesboro PA 12/11/2019 —  (1) 137  832  —  —  969  30 
Advance Auto IV Retail Waynesburg PA 12/11/2019 —  (1) 214  611  —  —  825  29 
Advance Auto V Retail Cedar Grove WV 12/13/2019 —  (1) 302  552  —  —  854  18 
Advance Auto V Retail Danville WV 12/13/2019 —  (1) 147  641  —  —  788  21 
Advance Auto V Retail Greenup KY 12/13/2019 —  (1) 263  408  —  —  671  17 
Advance Auto V Retail Hamlin WV 12/13/2019 —  (1) 162  670  —  —  832  23 
Advance Auto V Retail Milton WV 12/13/2019 —  (1) 315  678  —  —  993  23 
Advance Auto V Retail Moundsville WV 12/13/2019 —  (1) 463  1,314  —  —  1,777  42 
Advance Auto V Retail Point Pleasant WV 12/13/2019 —  (1) 346  721  —  —  1,067  30 
F-78

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Advance Auto V Retail Sissonville WV 12/13/2019 —  (1) 350  923  —  —  1,273  30 
Advance Auto V Retail South Williamson KY 12/13/2019 —  (1) 330  891  —  —  1,221  29 
Advance Auto V Retail Wellsburg WV 12/13/2019 —  (1) 235  442  —  —  677  17 
Advance Auto V Retail West Charleston WV 12/13/2019 —  (1) 224  873  —  —  1,097  29 
Advance Auto IV Retail Indianapolis IN 12/17/2019 —  (1) 215  543  —  —  758  19 
Advance Auto IV Retail Menomonie WI 12/17/2019 —  (1) 350  696  —  —  1,046  24 
Advance Auto IV Retail Montgomery AL 12/20/2019 —  (1) 92  710  —  —  802  23 
Advance Auto IV Retail Springfield OH 12/20/2019 —  (1) 91  607  —  —  698  20 
Dollar General XXVI Retail Brooks GA 12/20/2019 —  (9) 157  947  —  —  1,104  35 
Dollar General XXVI Retail Daleville AL 12/20/2019 —  (9) 81  817  —  —  898  24 
Dollar General XXVI Retail East Brewton AL 12/20/2019 —  (9) 133  831  —  —  964  24 
Dollar General XXVI Retail LaGrange GA 12/20/2019 —  (9) 364  801  —  —  1,165  32 
Dollar General XXVI Retail LaGrange GA 12/20/2019 —  (9) 431  850  —  —  1,281  33 
Dollar General XXVI Retail Madisonville TN 12/20/2019 —  (9) 468  833  —  —  1,301  24 
Dollar General XXVI Retail Maryville TN 12/20/2019 —  (9) 264  906  —  —  1,170  27 
Dollar General XXVI Retail Mobile AL 12/20/2019 —  (9) 130  982  —  —  1,112  28 
Dollar General XXVI Retail Newport TN 12/20/2019 —  (9) 255  836  —  —  1,091  25 
Dollar General XXVI Retail Robertsdale AL 12/20/2019 —  (9) 110  1,486  —  —  1,596  42 
Dollar General XXVI Retail Valley AL 12/20/2019 —  (9) 112  884  —  —  996  27 
Dollar General XXVI Retail Wetumpka AL 12/20/2019 —  (9) 263  1,038  —  —  1,301  31 
Pizza Hut IV Retail Black Mountain NC 12/31/2019 —  (10) 360  357  —  —  717  12 
Pizza Hut IV Retail Canton NC 12/31/2019 —  (10) 176  718  —  —  894  24 
Pizza Hut IV Retail Creedmoor NC 12/31/2019 —  (10) 225  672  —  —  897  23 
Pizza Hut IV Retail Granite Falls NC 12/31/2019 —  (10) 215  460  —  —  675  15 
Pizza Hut IV Retail Harrisburg IL 12/31/2019 —  (10) 97  440  —  —  537  17 
Pizza Hut IV Retail Hendersonville NC 12/31/2019 —  (9) 694  438  —  —  1,132  15 
Pizza Hut IV Retail Jefferson NC 12/31/2019 —  (10) 185  432  —  —  617  15 
Pizza Hut IV Retail King NC 12/31/2019 —  (10) 258  634  —  —  892  20 
Pizza Hut IV Retail Mocksville NC 12/31/2019 —  (10) 399  258  —  —  657  11 
Pizza Hut IV Retail Mount Vernon IL 12/31/2019 —  (10) 245  497  —  —  742  24 
Pizza Hut IV Retail Pennington Gap VA 12/31/2019 —  (10) 30  434  —  —  464  13 
Pizza Hut IV Retail Pineville KY 12/31/2019 —  (10) 137  337  —  —  474  15 
Pizza Hut IV Retail Robinson IL 12/31/2019 —  (10) 214  457  —  —  671  24 
Pizza Hut IV Retail Yadkinville NC 12/31/2019 —  (10) 143  446  —  —  589  14 
Advance Auto IV Retail Oconomowoc WI 1/2/2020 —  (1) 344  949  —  —  1,293  28 
IMTAA Retail Reserve LA 1/31/2020 —  (1) 627  2,790  —  —  3,417  81 
Pizza Hut IV Retail Clintwood VA 3/4/2020 —  (10) 29  478  —  —  507  12 
F-79

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
Pizza Hut IV Retail Sylva NC 3/4/2020 —  (10) 289  374  —  —  663 
DaVita III Retail Humble TX 3/5/2020 —  (10) 313  2,025  —  —  2,338  51 
American Car Center I Retail Birmingham AL 3/10/2020 —  (10) 494  655  —  —  1,149  26 
American Car Center I Retail Charleston SC 3/10/2020 —  (10) 526  187  —  —  713 
American Car Center I Retail Columbia SC 3/10/2020 —  (10) 1,842  3,491  —  —  5,333  95 
American Car Center I Retail Cordova TN 3/10/2020 —  (10) 638  807  —  —  1,445  24 
American Car Center I Retail Jackson MS 3/10/2020 —  (10) 928  918  —  —  1,846  33 
American Car Center I Retail Knoxville TN 3/10/2020 —  (10) 488  527  —  —  1,015  16 
American Car Center I Retail Lawrenceville GA 3/10/2020 —  (10) 181  261  —  —  442  10 
American Car Center I Retail Louisville KY 3/10/2020 —  (10) 885  4,845  —  —  5,730  117 
American Car Center I Retail Madison TN 3/10/2020 —  (10) 419  317  —  —  736  13 
American Car Center I Retail Marietta GA 3/10/2020 —  (10) 777  1,166  —  —  1,943  28 
American Car Center I Retail Pelham AL 3/10/2020 —  (10) 1,298  1,410  —  —  2,708  40 
American Car Center I Retail Pensacola FL 3/10/2020 —  (10) 944  576  —  —  1,520  16 
American Car Center I Retail Riverdale GA 3/10/2020 —  (10) 484  722  —  —  1,206  24 
American Car Center I Retail Seminole FL 3/10/2020 —  (10) 1,513  3,796  —  —  5,309  122 
American Car Center I Retail Springdale AR 3/10/2020 —  (10) 195  843  —  —  1,038  29 
American Car Center I Retail Tupelo MS 3/10/2020 —  (10) 2,108  3,259  —  —  5,367  96 
BJ's Retail Middleburg Height OH 3/27/2020 —  (10) 2,121  6,781  —  —  8,902  139 
Mammoth Retail Austell GA 3/31/2020 —  (10) 500  2,254  —  —  2,754  73 
Mammoth Retail Dalton GA 3/31/2020 —  (10) 496  2,772  —  —  3,268  81 
Mammoth Retail Mobile AL 3/31/2020 —  (10) 353  1,986  —  —  2,339  54 
Mammoth Retail Murray KY 3/31/2020 —  (10) 363  3,613  —  —  3,976  93 
Mammoth Retail Paducah KY 3/31/2020 —  (10) 508  1,940  —  —  2,448  60 
Mammoth Retail Paducah KY 3/31/2020 —  (10) 239  766  —  —  1,005  19 
Mammoth Retail Springville UT 3/31/2020 —  (10) 476  3,636  —  —  4,112  85 
Mammoth Retail Stockbridge GA 3/31/2020 —  (10) 544  2,301  —  —  2,845  60 
Mammoth Retail Suwanee GA 3/31/2020 —  (10) 1,350  2,680  —  —  4,030  77 
Mammoth Retail Spanish Fork UT 4/2/2020 —  (10) 670  4,943  —  —  5,613  115 
Mammoth Retail Lawrenceville GA 4/17/2020 —  (10) 725  2,382  —  —  3,107  59 
DaVita IV Retail Flint MI 4/24/2020 —  (10) 130  1,088  —  —  1,218  20 
GPM Retail Niles MI 7/1/2020 —  (10) 262  599  —  —  861 
O'Charley's Retail Gainesville GA 7/24/2020 —  (1) 728  1,204  —  —  1,932  16 
O'Charley's Retail Shively KY 7/24/2020 —  (1) 637  1,318  —  —  1,955  18 
GPM Retail Allendale MI 7/31/2020 —  (10) 184  1,660  —  —  1,844  19 
F-80

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
GPM Retail Alma MI 7/31/2020 —  (10) 197  686  —  —  883  13 
GPM Retail Bay City MI 7/31/2020 —  (10) 175  853  —  —  1,028  14 
GPM Retail Big Rapids MI 7/31/2020 —  (10) 239  960  —  —  1,199  13 
GPM Retail Big Rapids MI 7/31/2020 —  (10) 234  699  —  —  933  11 
GPM Retail Caro MI 7/31/2020 —  (10) 256  613  —  —  869  14 
GPM Retail Chesaning MI 7/31/2020 —  (10) 774  639  —  —  1,413  12 
GPM Retail Coopersville MI 7/31/2020 —  (10) 62  460  —  —  522 
GPM Retail East Lansing MI 7/31/2020 —  (10) 259  338  —  —  597 
GPM Retail Escanaba MI 7/31/2020 —  (10) 814  573  —  —  1,387 
GPM Retail Essexville MI 7/31/2020 —  (10) 49  199  —  —  248 
GPM Retail Flint MI 7/31/2020 —  (10) 274  407  —  —  681 
GPM Retail Grand Rapids MI 7/31/2020 —  (10) 237  500  —  —  737  12 
GPM Retail Indianapolis IN 7/31/2020 —  (10) 105  104  —  —  209 
GPM Retail Ionia MI 7/31/2020 —  (10) 210  871  —  —  1,081  14 
GPM Retail Lansing MI 7/31/2020 —  (10) 270  1,005  —  —  1,275  16 
GPM Retail Lansing MI 7/31/2020 —  (10) 102  511  —  —  613  10 
GPM Retail Lowell MI 7/31/2020 —  (10) 213  1,297  —  —  1,510  20 
GPM Retail Muskegon MI 7/31/2020 —  (10) 81  550  —  —  631 
GPM Retail Niles MI 7/31/2020 —  (10) 421  445  —  —  866 
GPM Retail Plainwell MI 7/31/2020 —  (10) 276  637  —  —  913  10 
GPM Retail Portage MI 7/31/2020 —  (10) 125  616  —  —  741  10 
GPM Retail Saginaw MI 7/31/2020 —  (10) 367  833  —  —  1,200  15 
GPM Retail Sault Ste Marie MI 7/31/2020 —  (10) 193  563  —  —  756  10 
GPM Retail Indianapolis IN 7/31/2020 —  (10) 59  34  —  —  93  — 
GPM Retail Spring Lake MI 7/31/2020 —  (10) 206  1,394  —  —  1,600  21 
GPM Retail Walker MI 7/31/2020 —  (10) 430  508  —  —  938  11 
GPM Retail West Lafayette IN 7/31/2020 —  (10) 379  342  —  —  721 
GPM Retail Whitehall MI 7/31/2020 —  (10) 146  368  —  —  514 
GPM Retail Wyoming MI 7/31/2020 —  (10) 160  638  —  —  798  11 
GPM Retail Wyoming MI 7/31/2020 —  (10) 95  562  —  —  657 
IMTAA II Retail Grand Prairie TX 8/21/2020 —  (10) 443  3,143  —  —  3,586  33 
IMTAA II Retail New Orleans LA 8/21/2020 —  (10) 61  3,498  —  —  3,559  34 
IMTAA II Retail Chickasha OK 8/27/2020 —  (10) 622  2,916  —  —  3,538  31 
IMTAA II Retail Chickasha OK 8/27/2020 —  (10) 353  3,206  —  —  3,559  31 
IMTAA II Retail Gulfport MS 8/28/2020 —  (10) 370  1,677  —  —  2,047  23 
F-81

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


(In thousands)
 
Initial Costs Subsequent to Acquisition
Gross Amount Carried at
December 31, 2020 
[12] [13]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2020 Land Building and
Improvements
Land [11]
Building and
Improvements
[11]
Accumulated
Depreciation 
[14] [15]
IMTAA II Retail Gulfport MS 8/28/2020 —  (10) 248  2,897  —  —  3,145  25 
Fresenius IX Retail Dadeville AL 11/19/2020 —  (10) 504  1,164  —  —  1,668 
Fresenius IX Retail Jackson AL 11/19/2020 —  (10) 851  1,383  —  —  2,234 
Fresenius IX Retail Newton MS 11/19/2020 —  (10) 235  2,954  —  —  3,189 
Fresenius IX Retail Philadelphia MS 11/19/2020 —  (10) 335  2,512  —  —  2,847 
Fresenius IX Retail Port Gibson MS 11/19/2020 —  (10) 190  1,132  —  —  1,322 
Fresenius IX Retail Tallassee AL 11/19/2020 —  (10) 876  2,229  —  —  3,105 
IMTAA II Retail Addis LA 11/25/2020 —  (10) 214  2,008  —  —  2,222 
IMTAA II Retail Picayune MS 11/25/2020 —  (10) 91  3,099  —  —  3,190 
IMTAA II Retail Lake Charles LA 12/4/2020 —  (10) 273  2,002  —  —  2,275 
IMTAA II Retail Lake Charles LA 12/4/2020 —  (10) 413  1,862  —  —  2,275 
Kalma Kaur Retail Albion IL 12/11/2020 —  (10) 30  397  —  —  427 
Kalma Kaur Retail Central City IL 12/11/2020 —  (10) 295  2,246  —  —  2,541 
Kalma Kaur Retail Cisne IL 12/11/2020 —  (10) 175  993  —  —  1,168 
Kalma Kaur Retail Harrisburg IL 12/11/2020 —  (10) 248  637  —  —  885 
Kalma Kaur Retail Metropolis IL 12/11/2020 —  (10) 264  839  —  —  1,103 
Kalma Kaur Retail Pickneyville IL 12/11/2020 —  (10) 337  1,097  —  —  1,434 
Kalma Kaur Retail Salem IL 12/11/2020 —  (10) 59  207  —  —  266 
Kalma Kaur Retail Stewardson IL 12/11/2020 —  (10) 30  384  —  —  414 
Kalma Kaur Retail Wayne City IL 12/11/2020 —  (10) 61  1,041  —  —  1,102 
Kalma Kaur Retail Xenia IL 12/11/2020 —  (10) 39  376  —  —  415 
Dialysis III Retail Andrews SC 12/17/2020 —  (10) 72  694  —  —  766  — 
Dialysis III Retail Batesburg SC 12/17/2020 —  (10) 72  1,127  —  —  1,199  — 
Dialysis III Retail Bishopville SC 12/17/2020 —  (10) 87  806  —  —  893  — 
Dialysis III Retail Cheraw SC 12/17/2020 —  (10) 223  708  —  —  931  — 
Dialysis III Retail Florence SC 12/17/2020 —  (10) 113  2,190  —  —  2,303  — 
Dialysis III Retail Florence SC 12/17/2020 —  (10) 120  898  —  —  1,018  — 
Dialysis III Retail Florence SC 12/17/2020 —  (10) 144  2,641  —  —  2,785  — 
Dialysis III Retail Fort Lawn SC 12/17/2020 —  (10) 119  1,640  —  —  1,759  — 
Dialysis III Retail Fountain Inn SC 12/17/2020 —  (10) 131  921  —  —  1,052  — 
Dialysis III Retail Johnsonville SC 12/17/2020 —  (10) 110  779  —  —  889  — 
Dialysis III Retail Kingstree SC 12/17/2020 —  (10) 217  1,989  —  —  2,206  — 
Dialysis III Retail Lake City SC 12/17/2020 —  (10) 80  1,228  —  —  1,308  — 
Dialysis III Retail Lugoff SC 12/17/2020 —  (10) 59  943  —  —  1,002  — 
Dialysis III Retail Manning SC 12/17/2020 —  (10) 121  888  —  —  1,009  — 
Dialysis III Retail Myrtle Beach SC 12/17/2020 —  (10) 397  1,560  —  —  1,957  — 
Encumbrances allocated based on notes below 1,341,738 
Total
 
  $ 1,528,632  $ 725,751  $ 2,806,163  $ (2,435) $ 24,345  $ 3,553,824  $ 454,227 
F-82

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020


  _________
(1)These properties collateralize the Column Financial Notes, which had $715.0 million outstanding as of December 31, 2020.
(2)These properties collateralize the Truist Bank II mortgage note payable of $9.6 million as of December 31, 2020.
(3)These properties collateralize the Truist Bank III mortgage note payable of $61.0 million as of December 31, 2020.
(4)These properties collateralize the Truist Bank IV mortgage note payable of $3.8 million as of December 31, 2020.
(5)These properties collateralize the Stop & Shop I mortgage note payable of $45.0 million as of December 31, 2020.
(6)These properties collateralize the Bob Evans I mortgage note payable of $24.0 million as of December 31, 2020.
(7)These properties collateralize the Mortgage Loan II, which had $210.0 million outstanding as of December 31, 2020.
(8)These properties collateralize the Mortgage Loan III, which had $33.4 million outstanding as of December 31, 2020.
(9)These properties collateralize the Net Lease Mortgage Notes, which had $240.1 million outstanding as of December 31, 2020.
(10)These properties are encumbered by the Credit Facility borrowings in the amount of $280.9 million as of December 31, 2020 and such amount of borrowings is excluded from the table above.
(11)These properties were acquired as part of the Merger with American Realty Capital — Retail Centers of America, Inc. (RCA) on February 16, 2017. These represent the multi-tenant properties in the portfolio.
(12)Acquired intangible lease assets allocated to individual properties in the amount of $454.2 million are not reflected in the table above.
(13)The tax basis of aggregate land, buildings and improvements as of December 31, 2020 is $3.3 billion.
(14)The accumulated depreciation column excludes $185.1 million of accumulated amortization associated with acquired intangible lease assets.
(15)Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements and five years for fixtures.
(16)Some or all of the land underlying this property is subject to a land lease. The related Right-of-use assets are separately recorded. See Note 9 — Commitments and Contingencies for additional information.

F-83

Table of Contents
AMERICAN FINANCE TRUST, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part II
December 31, 2020


The following is a summary of activity for real estate and accumulated depreciation for the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
 (In thousands) 2020 2019 2018
Real estate investments, at cost:  
Balance at beginning of year $ 3,367,374  $ 3,070,852  $ 3,056,695 
Additions - acquisitions 194,565  365,159  201,896 
Additions - improvements 10,754  14,006  13,189 
Disposals (7,059) (80,631) (146,109)
Assets received through substitution 3,887  —  — 
Assets provided through substitution (2,787) —  — 
Impairment charges (12,910) (699) (9,363)
Reclassified to assets held for sale —  (1,313) (45,456)
Balance at end of the year $ 3,553,824  $ 3,367,374  $ 3,070,852 
   
Accumulated depreciation:  
Balance at beginning of year $ 369,450  $ 311,214  $ 256,771 
Depreciation expense 88,778  78,395  84,482 
Disposals (3,089) (20,022) (25,131)
Assets provided through substitution (912) —  — 
Reclassified to assets held for sale —  (137) (4,908)
Balance at end of the year $ 454,227  $ 369,450  $ 311,214 










F-84

ARTICLES OF RESTATEMENT FOR
AMERICAN FINANCE TRUST, INC.,

a Maryland corporation

FIRST: American Finance Trust, Inc., a Maryland corporation (the “Company”), desires to restate its charter as currently in effect.

SECOND: The following provisions, together with the descriptions of the preferences, conversion and other rights, voting powers, restriction, limitations as to dividends and other distributions, qualifications and terms and conditions of (i) the 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock attached hereto as Exhibit A, (ii) the Series B Preferred Stock attached hereto as Exhibit B and (iii) the 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock attached hereto as Exhibit C, which are each incorporated herein by reference and made a part hereof, are all the provisions of the charter currently in effect:

ARTICLE I. NAME

The name of the corporation is American Finance Trust, Inc. (the “Company”). So far as may be practicable, the business of the Company shall be conducted and transacted under that name. Under circumstances in which the Board determines that the use of the name “American Finance Trust, Inc.” is not practicable, it may use any other designation or name for the Company.

ARTICLE II. PURPOSES AND POWERS

The purposes for which the Company is formed are to engage in any lawful act or activity (including, without limitation or obligation, qualifying and engaging in business as a real estate investment trust under Sections 856 through 860, or any successor sections, of the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)), for which corporations may be organized under the MGCL and the general laws of the State of Maryland as now or hereafter in force.

ARTICLE III.
RESIDENT AGENT AND PRINCIPAL OFFICE

The name and address of the resident agent for service of process of the Company in the State of Maryland is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The address of the Company’s principal office in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The Company may have such other offices and places of business within or outside the State of Maryland as the Board may from time to time determine.





ARTICLE IV. DEFINITIONS

As used in the Charter, the following terms shall have the following meanings unless the context otherwise requires:

“BOARD” means the Board of Directors of the Company.

“BYLAWS” means the Bylaws of the Company, as amended from time to time. “CHARTER” means the charter of the Company.
“CODE” shall have the meaning as provided in Article II herein.

“COMMENCEMENT OF THE INITIAL PUBLIC OFFERING” shall mean the date that the Securities and Exchange Commission declares effective the registration statement filed under the Securities Act for the Initial Public Offering.

“CLASS A COMMON SHARES” shall have the meaning as provided in Section 5.1 herein. “COMPANY” shall have the meaning as provided in Article I herein.
“DIRECTOR” means a director of the Company.

“DISTRIBUTIONS” means any distributions, as such term is defined in Section 2-301 of the
MGCL.

“MGCL” means the Maryland General Corporation Law, as in effect from time to time.

“PERSON” means an individual, corporation, partnership, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other legal entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit (as defined in Section 5.7(i) hereof) applies.

“PREFERRED SHARES” shall have the meaning as provided in Section 5.1 herein.

“REIT” means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both, as defined pursuant to the REIT Provisions of the Code.

“REIT PROVISIONS OF THE CODE” means Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

“SECURITIES” means any of the following issued by the Company, as the text requires: Shares, any other stock, shares or other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or y




certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing.

“SHARES” means shares of stock of the Company of any class or series, including Class A Common Shares and Preferred Shares.

“STOCKHOLDERS” means the holders of record of the Shares as maintained in the books and records of the Company or its transfer agent.

ARTICLE V. STOCK

SECTION 5.1 AUTHORIZED SHARES. The total number of Shares that the Company shall have authority to issue is 350,000,000 Shares, of which (i) 300,000,000 shall be designated as Class A Common Stock, $0.01 par value per Share (the “Class A Common Shares”); and (ii) 50,000,000 shall be designated as preferred stock, $0.01 par value per Share (the “Preferred Shares”). The aggregate par value of all authorized Shares having par value is $3,500,000. If Shares of one class of stock are classified or reclassified into Shares of another class of stock pursuant to Section 5.2(ii) or Section 5.3 of this Article V, the number of authorized Shares of the former class shall be automatically decreased and the number of Shares of the latter class shall be automatically increased, in each case by the number of Shares so classified or reclassified, as the case may be, so that the aggregate number of Shares of all classes that the Company has authority to issue shall not be more than the total number of Shares set forth in the first sentence of this Section 5.1. The Board, with the approval of a majority of the entire Board and without any action by the Stockholders, may amend the Charter from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class or series that the Company has authority to issue.

SECTION 5.2    CLASS A COMMON SHARES.

(i)CLASS A COMMON SHARES SUBJECT TO TERMS OF PREFERRED SHARES. The Class A Common Shares shall be subject to the express terms of any series of Preferred Shares.

(ii)DESCRIPTION. Subject to Section 5.7 hereof and except as may otherwise be specified in the Charter, each Class A Common Share shall entitle the holder thereof to one vote. The Board may classify or reclassify any unissued Class A Common Shares from time to time into one or more classes or series of stock.

(iii)DISTRIBUTION RIGHTS. The Board from time to time may authorize the Company to declare and pay to Stockholders such dividends or other Distributions in cash or other assets of the Company, or in securities of the Company, including Shares of one class payable to holders of Shares of another class, or from any other source as the Board in its discretion shall determine. The Board shall endeavor to authorize the Company to declare and pay such dividends and other Distributions as shall be necessary for the Company to qualify as a REIT under the REIT Provisions of the Code unless the Board has determined, in its sole discretion, that qualification as a REIT is not in the best interests of the Company; provided, however, Stockholders shall have no right to any dividend or other Distribution unless and until authorized by the Board and declared by the Company. The exercise of the powers and rights of the Board pursuant to this section shall be subject to the provisions of any class or series of Shares at the time outstanding. The receipt by any Person in whose name any Shares are registered on the records of the Company or by his or her duly authorized agent shall be a sufficient discharge for all



dividends or other Distributions payable or deliverable in respect of such Shares and from all liability to see to the application thereof.

i.RIGHTS UPON LIQUIDATION. In the event of any voluntary or involuntary liquidation, dissolution or winding up, or any distribution of the assets of the Company, the aggregate assets available for distribution to holders of the Class A Common Shares shall be determined in accordance with applicable law. Each holder of Class A Common Shares of a particular class shall be entitled to receive, ratably with each other holder of Class A Common Shares of such class, that portion of such aggregate assets available for distribution as the number of outstanding Class A Common Shares of such class held by such holder bears to the total number of outstanding Class A Common Shares of such class then outstanding.

ii.VOTING RIGHTS. Except as may be provided otherwise in the Charter, and subject to the express terms of any class or series of Preferred Shares, the holders of the Class A Common Shares shall have the exclusive right to vote on all matters (as to which a common Stockholder shall be entitled to vote pursuant to applicable law) at all meetings of the Stockholders.

SECTION 5.3 PREFERRED SHARES. The Board may classify any unissued Preferred Shares and reclassify any previously classified but unissued Preferred Shares of any series from time to time, into one or more classes or series of Shares.

SECTION 5.4 CLASSIFIED OR RECLASSIFIED SHARES. Prior to issuance of classified or reclassified Shares of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series; (c) set or change, subject to the provisions of Section 5.7 and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Company to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control of the Company) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other Charter document.

SECTION 5.5    STOCKHOLDERS’ CONSENT IN LIEU OF MEETING.    Any action
required or permitted to be taken at any meeting of the Stockholders may be taken without a meeting by consent, in writing or by electronic transmission, in any manner and by the vote permitted by the MGCL and set forth in the Bylaws.

SECTION 5.6 CHARTER AND BYLAWS. The rights of all Stockholders and the terms of all Shares are subject to the provisions of the Charter and the Bylaws.

SECTION 5.7    RESTRICTIONS ON OWNERSHIP AND TRANSFER.

(i)DEFINITIONS. For purposes of this Section 5.7, the following terms shall have the following meanings:

“AGGREGATE SHARE OWNERSHIP LIMIT” means 9.8% in value of the aggregate of the outstanding Shares and 9.8% (in value or in number of shares, whichever is more restrictive) of any class



or series of Shares, or such other percentage determined by the Board in accordance with Section 5.7(ii)(h) hereof.

“BENEFICIAL OWNERSHIP” means ownership of Shares by a Person, whether the interest in the Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

“BUSINESS DAY” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

“CHARITABLE BENEFICIARY” means one or more beneficiaries of the Trust as determined pursuant to Section 5.7(iii)(f), provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

“CONSTRUCTIVE OWNERSHIP” means ownership of Shares by a Person, whether the interest in the Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns,” “Constructively Owning” and “Constructively Owned” shall have the correlative meanings.

“EXCEPTED HOLDER” means a Stockholder for whom an Excepted Holder Limit is created by the Board pursuant to Section 5.7(ii)(g).

“EXCEPTED HOLDER LIMIT” means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board pursuant to Section 5.7(ii)(g), and subject to adjustment pursuant to Section 5.7(ii)(h), the percentage limit established by the Board pursuant to Section 5.7(ii)(g).

“MARKET PRICE” on any date means, with respect to any class or series of outstanding Shares, the Closing Price for such Shares on such date. The “Closing Price” on any date shall mean the last sale price for such Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Shares, in either case as reported on the principal national securities exchange on which such Shares are listed or admitted to trading or, if such Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Shares are not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Shares selected by the Board or, in the event that no trading price is available for such Shares, the fair market value of the Shares, as determined by the Board.

“PROHIBITED OWNER” means, with respect to any purported Transfer, any Person who, but for the provisions of Section 5.7, would Beneficially Own or Constructively Own Shares in violation of Section 5.7(ii)(a), and if appropriate in the context, shall also mean any Person who would have been the record owner of the Shares that the Prohibited Owner would have so owned.

“RESTRICTION TERMINATION DATE” means the first day on which the Board determines pursuant to Section 7.4 hereof that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial



Ownership, Constructive Ownership and Transfers of Shares set forth herein is no longer required in order for the Company to qualify as a REIT.




“TRANSFER” means any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership of Shares or the right to vote or receive dividends on Shares, or any agreement to take any such actions or cause any such events, including (a) the granting or exercise of any option (or any disposition of any option),
(b) any disposition of any securities or rights convertible into or exchangeable for Shares or any interest in Shares or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial or Constructive Ownership of Shares; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

“TRUST” means any trust provided for in Section 5.7(iii)(a).

“TRUSTEE” means the Person unaffiliated with the Company and a Prohibited Owner, that is appointed by the Company to serve as trustee of the Trust.

i.SHARES.

1.OWNERSHIP LIMITATIONS.    Prior to the Restriction Termination Date, but subject to Section 5.8:

a.BASIC RESTRICTIONS.

i.(1) Except as set forth in any articles supplementary creating any class or series of Shares, no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Share Ownership Limit and (2) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder.

ii.No Person shall Beneficially or Constructively Own Shares to the extent that such Beneficial or Constructive Ownership of Shares would result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, but not limited to, Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Company from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

iii.Any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

b.TRANSFER IN TRUST. If any Transfer of Shares occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares in violation of Section 5.7(ii)(a)(I)(A) or (B),




i.then that number of Shares the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 5.7(ii)(a)(I)(A) or (B) (rounded up to the nearest whole share) shall be automatically

transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 5.7(iii), effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such Shares; or

i.if the transfer to the Trust described in clause (A) of this sentence would not be effective for any reason to prevent the violation of Section 5.7(ii)(a)(I)(A) or (B) then the Transfer of that number of Shares that otherwise would cause any Person to violate Section 5.7(ii)(a)(I)(A) or (B) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

a.To the extent that, upon a transfer of Shares pursuant to this Section 5.7(ii)(a)(II), a violation of any provision of this Section 5.7 would nonetheless be continuing (for example where the ownership of Shares by a single Trust would violate the 100 stockholder requirement applicable to REITs), then Shares shall be transferred to the number of Trusts, each having a distinct Trustee and one or more Charitable Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of this Section 5.7.

1.REMEDIES FOR BREACH. If the Board shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 5.7(ii)(a) or that a Person intends to acquire or has attempted to acquire Beneficial or Constructive Ownership of any Shares in violation of Section 5.7(ii)(a) (whether or not such violation is intended), the Board shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company to redeem Shares, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfer or attempted Transfer or other event in violation of Section 5.7(ii)(a) shall automatically result in the transfer to the Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board thereof.

2.NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Shares that will or may violate Section 5.7(ii)(a)(I)(A) or (B) or any Person who would have owned Shares that resulted in a transfer to the Trust pursuant to the provisions of Section 5.7(ii)(a)(II) shall immediately give written notice to the Company of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice to the Company, and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer on the Company’s status as a REIT.

3.OWNERS REQUIRED TO PROVIDE INFORMATION. Prior to the Restriction Termination Date:

a.every owner of more than five percent (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding Shares, within 30 days after the end of each taxable year, shall give written notice to the Company stating the name and address of such owner, the number of Shares Beneficially Owned and a description of the



manner in which such Shares are held. Each such owner shall provide to the Company such additional information as the Company may request in order to determine the effect, if any, of such Beneficial Ownership on the Company’s status as a REIT and to ensure compliance with the Aggregate Share Ownership Limit; and
a.each Person who is a Beneficial or Constructive Owner of Shares and each Person (including the stockholder of record) who is holding Shares for a Beneficial Owner or a Constructive Owner shall provide to the Company such information as the Company may request, in good faith, in order to determine the Company’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

1.REMEDIES NOT LIMITED. Subject to Section 7.4 hereof, nothing contained in this Section 5.7(ii)(e) shall limit the authority of the Board to take such other action as it deems necessary or advisable to protect the Company and the interests of its stockholders in preserving the Company’s status as a REIT.

2.AMBIGUITY. In the case of an ambiguity in the application of any of the provisions of this Section 5.7(ii), Section 5.7(iii), or any definition contained in Section 5.7(i), the Board shall have the power to determine the application of the provisions of this Section 5.7(ii) or Section 5.7(iii) or any such definition with respect to any situation based on the facts known to it. In the event Section 5.7(ii) or (iii) requires an action by the Board and the Charter fails to provide specific guidance with respect to such action, the Board shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Section 5.7. Absent a decision to the contrary by the Board (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 5.7(ii)(b)) acquired Beneficial Ownership or Constructive Ownership of Shares in violation of Section 5.7(ii)(a), such remedies (as applicable) shall apply first to the Shares which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such Shares based upon the relative number of the Shares held by each such Person.

3.EXCEPTIONS.

a.Subject to Section 5.7(ii)(a)(I)(B), the Board, in its sole discretion, may (prospectively or retroactively) exempt a Person from the Aggregate Share Ownership Limit and may establish or increase an Excepted Holder Limit for such Person if:

i.the Board obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual’s Beneficial Ownership or Constructive Ownership of such Shares will violate Section 5.7(ii)(a)(I)(B);

ii.such Person does not, and represents that it will not, actually own or Constructively Own an interest in a tenant of the Company (or a tenant of any entity owned or controlled by the Company) that would cause the Company to actually own or Constructively Own more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact (for this purpose, a tenant from whom the Company (or an entity owned or controlled by the Company) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the opinion of the Board, rent from such tenant would not adversely



affect the Company’s ability to qualify as a REIT, shall not be treated as a tenant of the Company); and

iii.such Person agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Section 5.7(ii)(a) through Section 5.7(ii)(f) will result in such
Shares being automatically transferred to a Trust in accordance with Section 5.7(ii)(a)(II) and Section 5.7(iii).

a.Prior to granting any exception pursuant to Section 5.7(ii)(g)(I), the Board may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Company’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

b.Subject to Section 5.7(ii)(a)(I)(B), an underwriter which participates in an Offering or a private placement of Shares (or Securities convertible into or exchangeable for shares of Capital Stock) may Beneficially Own or Constructively Own Shares (or Securities convertible into or exchangeable for Shares) in excess of the Aggregate Share Ownership Limit but only to the extent necessary to facilitate such Offering or private placement.

c.The Board may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Aggregate Share Ownership Limit.

1.INCREASE OR DECREASE IN AGGREGATE SHARE OWNERSHIP LIMIT. Subject to Section 5.7(ii)(a)(I)(B), the Board may from time to time increase the Aggregate Share Ownership Limit for one or more Persons and decrease the Aggregate Share Ownership Limit for all other Persons; provided, however, that the decreased Aggregate Share Ownership Limit will not be effective for any Person whose percentage ownership of Shares is in excess of such decreased Aggregate Share Ownership Limit until such time as such Person’s percentage of Shares equals or falls below the decreased Aggregate Share Ownership Limit, but any further acquisition of Shares in excess of such percentage ownership of Shares will be in violation of the Aggregate Share Ownership Limit and, provided further, that the new Aggregate Share Ownership Limit would not allow five or fewer Persons to Beneficially Own or Constructively Own more than 49.9% in value of the outstanding Shares.

2.NOTICE TO STOCKHOLDERS UPON ISSUANCE OR TRANSFER. Upon issuance or Transfer of Shares prior to the Restriction Termination Date, the Company shall provide the recipient with a notice containing information about the Shares purchased or otherwise Transferred, in lieu of issuance of a share certificate, in a form substantially similar to the following:

The securities of American Finance Trust, Inc. (the “Company”) are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Company’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain



further restrictions and except as expressly provided in the Company’s charter, (i) no Person may Beneficially or Constructively Own Shares in excess of 9.8% of the value of the total outstanding Shares or 9.8% (in value or in number of Shares, whichever is more restrictive) of any class or series of Shares unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code or otherwise cause the Company to fail to qualify as a REIT; and (iii) any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer

than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio and the intended transferee shall acquire no rights in such shares. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own Shares which causes or will cause a Person to Beneficially or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company in writing (or, in the case of an attempted transaction, give at least 15 days prior written notice) to the Company. If any of the restrictions on Transfer or ownership as set forth in (i) and (ii) above are violated, the Shares in excess or in violation of the above limitations will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Company may redeem Shares upon the terms and conditions specified by the Board in its sole discretion if the Board determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this notice have the meanings defined in the Company’s charter, as the same may be amended from time to time, a copy of which, including the restrictions on Transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Secretary of the Company at its principal office.

i.TRANSFER OF SHARES IN TRUST.

1.OWNERSHIP IN TRUST. Upon any purported Transfer or other event described in Section 5.7(ii)(a)(III) that would result in a transfer of Shares to a Trust, such Shares shall be transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Trust pursuant to Section 5.7(ii)(a)(III). The Trustee shall be appointed by the Company and shall be a Person unaffiliated with the Company and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Company as provided in Section 5.7(iii)(f).

2.STATUS OF SHARES HELD BY THE TRUSTEE. Shares held by the Trustee shall be issued and outstanding Shares. The Prohibited Owner shall have no rights in the shares held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any Shares held in trust by the Trustee, shall have no rights to dividends or other Distributions and shall not possess any rights to vote or other rights attributable to the Shares held in the Trust.

3.DIVIDEND AND VOTING RIGHTS. The Trustee shall have all voting rights and rights to dividends or other Distributions with respect to Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other Distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the recipient of such dividend or other



Distribution to the Trustee upon demand and any dividend or other Distribution authorized but unpaid shall be paid when due to the Trustee. Any dividend or other Distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Maryland law, effective as of the date that the Shares have been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible corporate action, then the Trustee shall not have the
authority to rescind and recast such vote. Notwithstanding the provisions of this Section 5.7, until the Company has received notification that Shares have been transferred into a Trust, the Company shall be entitled to rely on its stock transfer and other stockholder records for purposes of preparing lists of Stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Stockholders.

1.SALE OF SHARES BY TRUSTEE. Within twenty (20) days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee shall sell the Shares held in the Trust to a Person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in Section 5.7(ii)(a)(I) or (II). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 5.7(iii)(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the Prohibited Owner did not give value for the Shares in connection with the event causing the Shares to be held in the Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee from the sale or other disposition of the shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 5.7(iii)(c). Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Company that Shares have been Transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 5.7, such excess shall be paid to the Trustee upon demand.

2.PURCHASE RIGHT IN STOCK TRANSFERRED TO THE TRUSTEE. Shares transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price per Share equal to the lesser of (i) the price per Share in the transaction that resulted in such transfer to the Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which has been paid to the Prohibited Owner and is owed by the Prohibited Owner to the Trustee pursuant to Section 5.7(iii)(c). The Company may pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Company shall have the right to accept such offer until the Trustee has sold the Shares held in the Trust pursuant to Section 5.7(iii)(d). Upon such a sale to the Company, the interest of the



Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

3.DESIGNATION OF CHARITABLE BENEFICIARIES. By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that (i) the Shares held in the Trust would not violate the restrictions set forth in Section 5.7(ii)(a)(I) or (II) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1) (A), 2055 and 2522 of the Code.

SECTION 5.8 SETTLEMENTS. Nothing in Section 5.7 shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any provision of Sections 5.7, and any transfer in such a transaction shall be subject to all of the provisions and limitations set forth in Section 5.7.

SECTION 5.9 SEVERABILITY. If any provision of Section 5.7 or any application of any such provision is determined to be void, invalid or unenforceable by any court having jurisdiction over the issue, the validity and enforceability of the remaining provisions of Section 5.7 shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.

SECTION 5.10 ENFORCEMENT. The Company is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of Section 5.7.

SECTION 5.11 NON-WAIVER. No delay or failure on the part of the Company or the Board in exercising any right hereunder shall operate as a waiver of any right of the Company or the Board, as the case may be, except to the extent specifically waived in writing.

SECTION 5.12 PREEMPTIVE AND APPRAISAL RIGHTS. Except as may be provided by the Board in setting the terms of classified or reclassified Shares pursuant to Section 5.4 or as may otherwise be provided by contract approved by the Board, no holder of Shares shall, as such holder, have any preemptive right to purchase or subscribe for any additional Shares or any other Security which it may issue or sell. Holders of Shares shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board, upon the affirmative vote of a majority of the Board, shall determine that such rights apply, with respect to all or any classes or series of Shares, to one or more transactions occurring after the date of such determination in connection with which holders of such Shares would otherwise be entitled to exercise such rights.

ARTICLE VI. BOARD OF DIRECTORS

SECTION 6.1 NUMBER OF DIRECTORS. The business and affairs of the Company shall be managed under the direction of the Board of Directors. The number of Directors of the Company shall be five, which number may be increased or decreased from time to time pursuant to the Bylaws; but shall never be less than the minimum required by the MGCL. The Company elects that, except as may be provided by the Board in setting the terms of any class or series of Preferred Shares, any and all vacancies on the Board, may be filled only by the affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum, and any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred. No reduction in the number of Directors shall cause the removal of any Director from office prior to the expiration of



his term. For the purposes of voting for Directors, each Share may be voted for as many individuals as there are Directors to be elected and for whose election the Share is entitled to be voted. Cumulative voting for Directors is prohibited.

The names of the Directors who shall serve on the Board until the next annual meeting of the Stockholders and until their successors are duly elected and qualify, are:

Michael Weil Lisa Kabnick
Leslie Michelson Stanley R. Perla Edward Rendell
SECTION 6.2 RESIGNATION OR REMOVAL. Any Director may resign by delivering his notice to the Board, the Chairman of the Board, the chief executive officer or the Secretary. Any notice of resignation shall take effect upon receipt by the Board, the Chairman of the Board, the chief executive officer or the Secretary of such notice or upon any future date specified in the notice. Subject to the rights of holders of one or more classes or series of Preferred Shares, any Director or the entire Board may be removed from office at any time, but only for cause, and then only by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of Directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular Director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Company through bad faith or active and deliberate dishonesty.

ARTICLE VII.
POWERS OF THE BOARD OF DIRECTORS

SECTION 7.1 GENERAL. The business and affairs of the Company shall be managed under the direction of the Board. In accordance with the policies on investments and borrowing set forth in this Article VII hereof, the Board shall monitor the administrative procedures, investment operations and performance of the Company and the Advisor to assure that such policies are carried out. The Board may take any action that, in its sole judgment and discretion, is necessary or desirable to conduct the business of the Company. The Charter shall be construed with a presumption in favor of the grant of power and authority to the Board. Any construction of the Charter or determination made by the Board concerning its powers and authority hereunder shall be conclusive. The enumeration and definition of particular powers of the Board included in this Article VII shall in no way be limited or restricted by reference to or inference from the terms of this or any other provision of the Charter or construed or deemed by inference or otherwise in any manner to exclude or limit the powers conferred upon the Board under the general laws of the State of Maryland as now or hereafter in force.

SECTION 7.2    AUTHORIZATION BY BOARD OF STOCK ISSUANCE. The Board may
authorize the issuance from time to time of Shares of any class or series, whether now or hereafter authorized, or securities or rights convertible into Shares of any class or series, whether now or hereafter authorized, for such consideration as the Board may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws.

SECTION 7.3 FINANCINGS. The Board shall have the power and authority to cause the Company to borrow or, in any other manner, raise money for the purposes and on the terms it determines,



which terms may (i) include evidencing the same by issuance of Securities and (ii) have such provisions as the Board may determine (a) to reacquire such Securities; (b) to enter into other contracts or obligations on behalf of the Company; (c) to guarantee, indemnify or act as surety with respect to payment or performance of obligations of any Person; and (d) to mortgage, pledge, assign, grant security interests in or otherwise encumber the Company’s assets to secure any such Securities, contracts or obligations (including guarantees, indemnifications and suretyships); and to renew, modify, release, compromise, extend, consolidate or cancel, in whole or in part, any obligation to or of the Company or participate in any reorganization of obligors to the Company.




SECTION 7.4 REIT QUALIFICATION. The Board shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Company as a REIT; provided, however, if the Board determines that it is no longer in the best interests of the Company to continue to be qualified as a REIT, the Board may revoke or otherwise terminate the Company’s REIT election pursuant to Section 856(g) of the Code. The Board also may determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Section 5.7 hereof is no longer required for REIT qualification.

SECTION 7.5 DETERMINATIONS BY BOARD. The determination as to any of the following matters, made pursuant to the direction of the Board, shall be final and conclusive and shall be binding upon the Company and every Stockholder: the amount of the net income of the Company for any period and the amount of assets at any time legally available for the payment of dividends, redemption of Shares or the payment of other Distributions on Shares; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, adjusted or modified funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other Distributions, qualifications or terms or conditions of redemption of any class or series of Shares) or Bylaws; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Company or any Shares; the number of Shares of any class of the Company; any matter relating to the acquisition, holding and disposition of any assets by the Company; the application of any provision of the Charter in the case of any ambiguity; any interpretation of the terms and conditions of one or more of the agreements with any Person; or any other matter relating to the business and affairs of the Company or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board; provided, however, that any determination by the Board as to any of the preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Director shall be liable for making or failing to make such a determination.

ARTICLE VIII. EXTRAORDINARY ACTIONS

Except as specifically provided in Section 6.2 hereof (relating to removal of Directors) and in the last sentence of Article X, notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of Shares entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board and taken or approved by the affirmative vote of holders of Shares entitled to cast a majority of all the votes entitled to be cast on the matter.

ARTICLE IX.
LIABILITY OF STOCKHOLDERS, DIRECTORS, AND OFFICERS

SECTION 9.1    LIMITATION OF STOCKHOLDER LIABILITY. No Stockholder shall be
liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Company by reason of being a Stockholder, nor shall any Stockholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the Company’s assets or the affairs of the Company by reason of being a Stockholder.




SECTION 9.2    LIMITATION    OF    DIRECTOR    AND    OFFICER    LIABILITY; INDEMNIFICATION.

(a)To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former Director or officer of the Company shall be liable to the Company or its Stockholders for money damages. Neither the amendment nor repeal of this Section 9.2(a), nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Section 9.2(a), shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

(b)The Company shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former Director or officer of the Company or, (ii) any individual who, while a Director or officer of the Company and at the request of the Company, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in that capacity. The Company shall have the power, with the approval of the Board, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Company in any of the capacities described in (i) or (ii) above and to any employee or agent of the Company or a predecessor of the Company.

SECTION 9.3    EXPRESS EXCULPATORY CLAUSES IN INSTRUMENTS. Neither the
Stockholders nor the Directors, officers, employees or agents of the Company shall be liable under any written instrument creating an obligation of the Company by reason of their being Stockholders, Directors, officers, employees or agents of the Company, and all Persons shall look solely to the Company’s assets for the payment of any claim under or for the performance of that instrument. The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability of such instrument and shall not render any Stockholder, Director, officer, employee or agent of the Company liable thereunder to any third party, nor shall the Directors or any officer, employee or agent of the Company be liable to anyone as a result of such omission.

ARTICLE X. AMENDMENTS

The Company reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any outstanding Shares. All rights and powers conferred by the Charter on Stockholders, Directors and officers are granted subject to this reservation. Except as otherwise provided in the next sentence and except for those amendments permitted to be made without Stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board and approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter. However, any amendment to the second sentence of Section 6.2 hereof or to this sentence of the Charter shall be valid only if declared advisable by the Board and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of all votes entitled to be cast on the matter.




THIRD: The restatement of the charter as herein set forth has been duly approved by the Board of Directors of the Company as required by law.

FOURTH: The current address of the principal office of the Company is as set forth in Article III of the foregoing restatement of the charter.

FIFTH: The name and address of the Company’s current resident agent are as set forth in Article III of the foregoing restatement of the charter.

SIXTH: The number of directors of the Company and the names of the directors currently in office are as set forth in Section 6.1 of Article VI of the foregoing restatement of the charter.

SEVENTH: The Company, by resolution of its Board of Directors, previously elected, notwithstanding any provision in its charter or bylaws to the contrary, to be subject to Section 3-803 of the Maryland General Corporation Law (the “MGCL”), the repeal of which may be effected only by the means authorized by Section 3-802(b)(3) of the MGCL.

EIGHTH: The undersigned acknowledges these Articles of Restatement to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURES ON FOLLOWING PAGE]







































IN WITNESS WHEREOF, American Finance Trust, Inc. has caused these Articles of Restatement to be signed in its name and on its behalf by its Chief Executive Officer, President and Chairman of the Board of Directors, and attested by its Chief Financial Officer, Treasurer and Secretary, on this 24th day of February, 2021.


ATTEST:

By: /s/ Katie Kurtz    

By: /s/ Michael Weil    
Name: Katie Kurtz Name: Michael Weil
Title: Chief Financial Officer, Treasurer and Title: Chief Executive Officer, President and
Secretary Chairman of the Board of Directors




Exhibit A


7.50% SERIES A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK

(Liquidation Preference $25.00 per Share)



Section 1.
Number of Shares and Designation.

A series of preferred stock of the Company designated as the “7.50% Series A Cumulative Redeemable Perpetual Preferred Stock” is hereby established, and the number of shares constituting such series shall be 12,796,000.

Section 2.
Definitions.

“Aggregate Share Ownership Limit” shall have the meaning set forth in Article V of the Charter. “Alternative Conversion Consideration” shall have the meaning set forth in Section 8(a) hereof. “Alternative Form Consideration” shall have the meaning set forth in Section 8(a) hereof.
“Board of Directors” shall mean the Board of Directors of the Company or any committee authorized by such Board of Directors to perform any of its responsibilities with respect to the Series A Preferred Stock.

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

“Capital Gains Amount” shall have the meaning set forth in Section 3(g) hereof. “Change of Control” shall have the meaning set forth in Section 6(b) hereof.
“Change of Control Conversion Date” shall have the meaning set forth in Section 8(a) hereof. “Change of Control Conversion Right” shall have the meaning set forth in Section 8(a) hereof. “Change of Control Redemption Right” shall have the meaning set forth in Section 6(b) hereof. “Charter” shall mean the charter of the Company.
“Code” shall mean the Internal Revenue Code of 1986, as amended. “Commission” shall have the meaning set forth in Section 10 hereof.
“Common Stock” shall mean the Company’s Class A common stock, par value $0.01 per share.

“Common Stock Conversion Consideration” shall have the meaning set forth in Section 8(a)
hereof.




“Common Stock Price” shall have the meaning set forth in Section 8(a) hereof. “Company” shall have the meaning set forth in Article I of the Charter. “Conversion Agent” shall have the meaning set forth in Section 8(d) hereof. “Conversion Consideration” shall have the meaning set forth in Section 8(a) hereof. “Conversion Date” shall have the meaning set forth in Section 8(c) hereof. “Delisting Event” shall have the meaning set forth in Section 6(a) hereof.
“Delisting Event Conversion Date” shall have the meaning set forth in Section 8(a) hereof. “Delisting Event Conversion Right” shall have the meaning set forth in Section 8(a) hereof. “Delisting Event Redemption Right” shall have the meaning set forth in Section 6(a) hereof. “DTC” shall have the meaning set forth in Section 8(f) hereof.
“Event” shall have the meaning set forth in Section 9(f)(ii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“NASDAQ” shall mean the Nasdaq Global Select Market or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

“NYSE” shall mean the New York Stock Exchange or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

“NYSE American” shall mean the NYSE American LLC or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.
“Optional Redemption Right” shall have the meaning set forth in Section 5(b) hereof. “Original Issue Date” shall mean the first date on which shares of Series A Preferred Stock are
issued and sold.

“Parity Preferred” shall have the meaning set forth in Section 9(b) hereof. “Preferred Directors” shall have the meaning set forth in Section 9(b) hereof.
“Preferred Dividend Default” shall have the meaning set forth in Section 9(b) hereof. “REIT” shall have the meaning set forth in Article IV of the Charter.
“Series A Dividend Period” shall mean the respective periods commencing on and including January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Series A Dividend Period (other than the initial Series A Dividend Period, which shall commence on the Original Issue Date and end on and include June 30, 2019, and other than the Series A Dividend Period during which any shares of Series A Preferred Stock shall be redeemed




pursuant to Section 5 or Section 6 (and that is not a Series A Dividend Period of the type contemplated by Section 7(b)), which, solely with respect to the shares of Series A Preferred Stock being redeemed, shall end on and include the day immediately preceding the redemption date with respect to such shares of Series A Preferred Stock being redeemed).

“Series A Payment Date” shall mean, with respect to each Series A Dividend Period, the fifteenth (15th) day of the month following the month in which the Series A Dividend Period has ended (January, April, July and October of each year), commencing on July 15, 2019.

“Series A Preferred Stock” shall mean the series of preferred stock, par value $0.01 per share, of the Company designated as 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock.

“Series A Record Date” shall mean the close of business on the date set by the Board of Directors as the record date for the payment of dividends that is not more than 30 nor fewer than 10 days prior to the applicable Series A Payment Date.

“Shares” shall have the meaning set forth in Article IV of the Charter. “Share Cap” shall have the meaning set forth in Section 8(a) hereof.
“Special Optional Redemption Rights” shall have the meaning set forth in Section 6(b) hereof. “Stock Split” shall have the meaning set forth in Section 8(a) hereof.
“Total Distributions” shall have the meaning set forth in Section 3(g) hereof.

Section 3.
Dividends and other Distributions.

i.Subject to the preferential rights of the holders of any class or series of equity securities of the Company ranking senior to the Series A Preferred Stock with respect to dividend rights, the holders of the then outstanding Series A Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends in the amount of $1.8750 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Such dividends shall accrue and be cumulative from and including the Original Issue Date and shall be payable quarterly in arrears on each Series A Payment Date, commencing July 15, 2019, to all holders of record on the applicable Series A Record Date; provided, however, that if any Series A Payment Date is not a Business Day, the dividend which would otherwise have been payable on such Series A Payment Date may be paid or set apart for payment on the next succeeding Business Day with the same force and effect as if paid or set apart on such Series A Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Series A Payment Date to such next succeeding Business Day. Holders of record of all shares of Series A Preferred Stock outstanding on the applicable Series A Record Date will be entitled to receive the full dividend paid on the applicable Series A Payment Date even if such shares were not issued and outstanding for the full applicable Series A Dividend Period.

The initial dividend payable on the Series A Preferred Stock will cover the period from and including the Original Issue Date through June 30, 2019 and will be paid on July 15, 2019. The amount of any dividend payable on the Series A Preferred Stock for each full Series A Dividend Period shall be computed by dividing $1.8750 by four (4), regardless of the actual number of days in such full Series A Dividend Period. The amount of any dividend payable on the Series A Preferred Stock for any partial Series A Dividend Period and for the initial Series A Dividend Period shall be prorated and computed on




the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Company at the close of business on the applicable Series A Record Date. Notwithstanding any provision to the contrary contained herein, the dividend payable on each share of Series A Preferred Stock outstanding on a Series A Record Date shall equal the dividend payable on each other share of Series A Preferred Stock that is outstanding on such Series A Record Date, and no holder of any share of Series A Preferred Stock shall be entitled to receive any dividends paid or payable on the Series A Preferred Stock with a Series A Record Date before the date such share of Series A Preferred Stock is issued.

i.No dividends on the Series A Preferred Stock shall be authorized by the Board of Directors or paid or declared and set apart for payment by the Company at such time as the terms and conditions of any agreement of the Company, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization, payment or setting apart for payment shall be restricted or prohibited by law.

ii.Notwithstanding anything contained herein to the contrary, dividends on the Series A Preferred Stock shall accrue with respect to any Series A Dividend Periods whether or not dividends are authorized by the Board of Directors and declared by the Company. No interest or additional dividend shall be payable in respect of any accrued and unpaid dividend on the Series A Preferred Stock.

xcept as provided in Section 3(e) below, no dividends shall be declared and paid or set apart for payment and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to shares of Common Stock or shares of any other class or series of equity securities of the Company ranking, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, on parity with or junior to the Series A Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of equity securities ranking junior to the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up), nor shall any shares of Common Stock or shares of any other class or series of equity securities of the Company ranking, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, on parity with or junior to the Series A Preferred Stock be redeemed (or any monies be paid to or made available for a sinking fund for the redemption of any such shares), purchased or otherwise acquired, (except (i) by conversion into or exchange for shares of Common Stock or shares of any other class or series of equity securities of the Company ranking junior to the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, (ii) for the acquisition of shares made pursuant to the provisions of Section 5.7 of Article V of the Charter and (iii) for the purchase or acquisition of equity securities of the Company ranking on parity with the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Stock and any other shares of any other class or series of equity securities ranking on parity with the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up), unless full cumulative dividends on the Series A Preferred Stock for all past Series A Dividend Periods shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment.

iii.When dividends are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock and any other class or series of equity securities ranking, with respect to dividend rights, on parity with the Series A Preferred Stock, all dividends (other than any acquisition of shares pursuant to the provisions of Section 5.7 of Article V of




the Charter or a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock and any such other class or series of equity securities ranking on parity with the Series A Preferred Stock with respect to dividend rights or rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up), declared upon the Series A Preferred Stock and any other class or series of equity securities ranking, with respect to dividend rights, on parity with the Series A Preferred Stock shall be allocated pro rata so that the amount declared per share of Series A Preferred Stock and such other equally ranked classes or series of equity securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other equally ranked class or series of equity securities (which shall not include any accrual in respect of unpaid dividends on such other classes or series of equity securities for prior Series A Dividend Periods if such other class or series of equity securities does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Stock which may be in arrears.

i.Holders of the Series A Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on the Series A Preferred Stock as provided herein. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accrued and unpaid dividend.

ii.If, for any taxable year, the Company elects to designate as “capital gain dividends” (as defined in Section 857 of the Code or any successor revenue code or section) any portion (the “Capital Gains Amount”) of the total distributions not in excess of the Company’s earnings and profits (as determined for United States federal income tax purposes) paid or made available for such taxable year to holders of all classes and series of Stock (the “Total Distributions”), then the portion of the Capital Gains Amount that shall be allocable to holders of Series A Preferred Stock shall be in the same proportion that the Total Distributions paid or made available to the holders of Series A Preferred Stock for such taxable year bears to the Total Distributions for such taxable year made with respect to all classes or series of Stock outstanding.

Section 4.
Liquidation Preference.

Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, before any distribution or payment shall be made to holders of Common Stock or any other class or series of equity securities of the Company ranking, with respect to rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, junior to the Series A Preferred Stock, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company legally available for distribution to its stockholders a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends to, but not including, the date of payment (whether or not declared). If, upon any such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Company are insufficient to pay the amount of the distributions payable upon liquidation, dissolution or winding-up of the affairs of the Company, on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of securities of the Company ranking, with respect to rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, on parity with the Series A Preferred Stock, the holders of Series A Preferred Stock and each such other class or series of securities ranking, with respect to rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, on parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first-class mail, postage pre-paid, at least 20 days prior to the payment date stated




therein, to each record holder of Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Company. After the holders of Series A Preferred Stock have received the full amount of the liquidating distributions to which they are entitled, they will have no right or claim to any of the remaining assets of the Company. The consolidation, conversion or merger of the Company with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company (whether in connection with a Change of Control or otherwise), shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Company.

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of Shares or otherwise is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of Series A Preferred Stock will not be added to the Company’s total liabilities.

Section 5.
Optional Redemption.

(a)The Series A Preferred Stock shall not be redeemable prior to March 26, 2024, except as provided in Section 5.7 of Article V of the Charter or Section 5(c) or Section 6 hereof.

(b)On and after March 26, 2024, the Company, at its option, upon not fewer than 30 nor more than 60 days’ written notice as provided in Section 5(e) hereof, may redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, at a redemption price of $25.00 per share, plus (subject to Section 7(b) hereof) an amount equal to all dividends accrued and unpaid (whether or not declared) thereon to, but not including, the date fixed for redemption, without interest (the “Optional Redemption Right”). If less than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot. If such redemption is to be by lot, and if, as a result of such redemption, any holder of Series A Preferred Stock would own shares of Series A Preferred Stock in excess of the Aggregate Share Ownership Limit or in violation of any of the other restrictions on ownership and transfer of Shares set forth in Section 5.7 of Article V of the Charter, then, except as otherwise provided in the Charter, the Company will redeem the requisite number of shares of Series A Preferred Stock of such holder such that no holder will violate the Aggregate Share Ownership Limit or any other restrictions on ownership and transfer of Shares set forth in Section 5.7 of Article V of the Charter subsequent to such redemption.

(c)The Company may redeem all or a part of the Series A Preferred Stock in accordance with the terms and conditions set forth in this Section 5 of these Articles Supplementary at any time and from time to time, whether before or after March 26, 2024, if the Board of Directors determines that such redemption is reasonably necessary for the Company to preserve the status of the Company as a qualified REIT. If the Company calls for redemption any Series A Preferred Stock pursuant to and in accordance with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to $25.00 per share, plus (subject to Section 7(b) hereof) all dividends accrued and unpaid (whether or not declared) thereon to and including the date fixed for redemption, without interest.

(d)Unless full cumulative dividends on all shares of Series A Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past Series A Dividend Periods, no shares of Series A Preferred Stock shall be redeemed pursuant to this Section 5 unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any Series A Preferred Stock (except by exchange for equity securities of the Company ranking junior to




the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up); provided, however, that the foregoing shall not prevent the purchase of the Series A Preferred Stock or any other class or series of equity securities of the Company by the Company in accordance with the terms of Section 5(c) hereof or Section 5.7 of Article V of the Charter or the purchase or acquisition of the Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Stock and the holders of all outstanding shares of any other class or series of preferred stock of the Company ranking on a parity with the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

a.Notice of redemption pursuant to this Section 5 shall be mailed by the Company, postage prepaid, as of a date set by the Company not fewer than 30 nor more than 60 days prior to such redemption date, addressed to the respective holders of record of such shares of Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Company. Failure to give such notice or any defect thereto or in the mailing thereof shall not affect the sufficiency of notice or validity of the proceedings for such redemption of any shares of Series A Preferred Stock except as to shares held by a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not such holder received the redemption notice. In addition to any information required by law or the applicable rules of any exchange upon which Series A Preferred Stock may be listed or admitted to trading, each notice shall state (i) such redemption date; (ii) the redemption price;
(iii)the total number of shares of Series A Preferred Stock to be redeemed (and, if less than all the shares held by any holder are to be redeemed, the number of shares to be redeemed from such holder); (iv) the place or places where such shares of Series A Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Company requires in connection with such redemption; and (v) that dividends on the Series A Preferred Stock to be redeemed shall cease to accrue on such redemption rate.

Section 6.
Special Optional Redemption by the Company.

(1)During any period of time (whether before or after March 26, 2024) that both (i) the Series A Preferred Stock is not listed on NASDAQ, the NYSE or the NYSE American and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but any shares of Series A Preferred Stock are outstanding (the occurrence of clauses (i) and (ii) is referred to as a “Delisting Event”), the Company will have the option, upon not fewer than 30 nor more than 60 days’ written notice as provided in Section 6(d) hereof, to redeem the outstanding shares of Series A Preferred Stock, in whole but not in part, within 90 days after the occurrence of the Delisting Event, for a redemption price of
$25.00 per share, plus (subject to Section 7(b) hereof) an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (a “Delisting Event Redemption Right”).

(2)In addition, upon the occurrence of a Change of Control, the Company will have the option, upon not fewer than 30 nor more than 60 days’ written notice as provided in Section 6(d) hereof, to redeem shares of Series A Preferred Stock, in whole but not in part, within 120 days after the first date on which such Change of Control occurred, for cash at $25.00 per share plus (subject to Section 7(b) hereof) an amount equal to dividends accrued and unpaid (whether or not declared), if any, on the Series A Preferred Stock to, but not including, the redemption date (“Change of Control Redemption Right” and, together with the Delisting Event Redemption Right, the “Special Optional Redemption Rights”).

A “Change of Control” occurs when, after the Original Issue Date, the following have occurred and are continuing:




a.the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger, conversion or other acquisition transaction or series of purchases, mergers, conversions or other acquisition transactions of shares of stock of the Company entitling that person to exercise more than 50% of the total voting power of all outstanding shares of stock of the Company entitled to vote generally in the election of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

b.following the closing of any transaction referred to in (i) above, neither the Company nor the acquiring or surviving entity, or a parent of the Company or the acquiring or surviving entity, has a class of common equity securities listed on NASDAQ, the NYSE or the NYSE American.

1.Notwithstanding the foregoing, the Company shall not have the right to redeem shares of Series A Preferred Stock upon any Delisting Event occurring in connection with a transaction set forth in clause (i) of the definition of Change of Control unless such Delisting Event also constitutes a Change of Control.

2.Notice of redemption pursuant to this Section 6 shall be mailed by the Company, postage prepaid, as of a date set by the Company not fewer than 30 nor more than 60 days prior to such redemption date, addressed to the holders of record of the Series A Preferred Stock at their respective addresses as they appear on the stock transfer records of the Company. Failure to give such notice or any defect thereto or in the mailing thereof shall not affect the sufficiency of notice or validity of the proceedings for such redemption of any shares of Series A Preferred Stock except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not such holder received such redemption notice. In addition to any information required by law or the applicable rules of any exchange upon which Series A Preferred Stock may be listed or admitted to trading, each notice shall state (i) the redemption date; (ii) the redemption price; (iii) the total number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where such shares of Series A Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Company requires in connection with such redemption; (v) that the Series A Preferred Stock is being redeemed pursuant to the Delisting Event Redemption Right or the Change of Control Redemption Right, as applicable, in connection with the occurrence of a Delisting Event or a Change of Control, as applicable, and a brief description of the transaction or transactions constituting such Delisting Event or Change of Control, as applicable; (vi) that holders of Series A Preferred Stock will not be able to tender shares of Series A Preferred Stock for conversion in connection with the Delisting Event or Change of Control, as applicable, and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable; and (vii) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on such redemption date.

Section 7.
Additional Provisions Relating to Optional Redemption and Special Optional
Redemption by the Company.

(a)If (i) notice of redemption of any shares of Series A Preferred Stock has been given, (ii) the funds necessary for such redemption have been set apart by the Company in trust for the benefit of the holders of any Series A Preferred Stock so called for redemption and (iii) irrevocable instructions have




been given to pay the redemption price of $25.00 per share, plus (subject to Section 7(b) hereof) an amount equal to all dividends accrued and unpaid (whether or not declared) to, but not including, the applicable redemption date, then from and after such redemption date, dividends shall cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall no longer be outstanding, such shares of Series A Preferred Stock shall not be transferred except with the consent of the Company and all other rights of the holders of such shares will terminate, except the right to receive the redemption price of $25.00 per share, plus (subject to Section 7(b) hereof) an amount equal to any dividends accrued and unpaid (whether or not declared) payable upon such redemption, without interest.

a.If a redemption date falls after a Series A Record Date and on or prior to the corresponding Series A Payment Date, each holder of shares of Series A Preferred Stock on the Series A Record Date shall be entitled to the dividend payable on such shares on the corresponding Series A Payment Date, notwithstanding such redemption of such shares on or prior to the Series A Payment Date, and each holder of shares of Series A Preferred Stock that are redeemed on such redemption date will be entitled to the dividends, if any, accruing after the end of the Series A Dividend Period to which the Series A Payment Date relates to, but not including, such redemption date.

b.For purposes of clause (a)(ii) above, funds shall be deposited in trust with a bank or trust corporation and such deposit shall be irrevocable except that any balance of monies so deposited by the Company and unclaimed by the holders of Series A Preferred Stock entitled thereto at the expiration of two years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings.

Section 8.
Conversion Rights.

(a)Subject to Section 8(j), upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of shares of Series A Preferred Stock shall have the right, unless, prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, the Company has provided or provides notice of its election to redeem such shares of Series A Preferred Stock pursuant to the Optional Redemption Right or Special Optional Redemption Rights, to convert some or all of such shares of Series A Preferred Stock held by such holder (with respect to a Delisting Event, the “Delisting Event Conversion Right” and, with respect to a Change of Control, the “Change of Control Conversion Right”) on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, into a number of shares Common Stock per share of Series A Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the quotient of (i) the sum of $25.00 plus an amount equal to all dividends accrued and unpaid (whether or not declared) on the Series A Preferred Stock to, but not including, the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, (unless such Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, is after a Series A Record Date and prior to the corresponding Series A Payment Date, in which case no additional amount for accrued and unpaid dividends that have been declared and are to be paid on the Series A Payment Date will be included in such sum), divided by
(ii) the Common Stock Price and (B) 4.4924 (as adjusted pursuant to the immediately succeeding paragraph, the “Share Cap”).

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Common Stock dividend), subdivisions or combinations (in each case, a “Stock Split”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Stock Split shall be the number of shares of Common Stock that is equivalent to the product of (i) the Share Cap in effect immediately prior to the Stock Split, multiplied by (ii) a fraction, the numerator of which is the number of




shares of Common Stock outstanding after giving effect to the Stock Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Stock Split.

In the case of a Delisting Event or a Change of Control, as applicable, pursuant to, or in connection with, which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock (subject to the next-following paragraph) the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number of shares of Common Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Delisting Event or Change of Control, as applicable (the “Alternative Conversion Consideration” and, together with the Common Stock Conversion Consideration, the “Conversion Consideration”).

In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in connection with the Delisting Event or Change of Control, as applicable, the consideration that holders of Series A Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality of the shares of Common Stock held by stockholders who participate in the election and shall be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Delisting Event or Change of Control, as applicable.

The “Change of Control Conversion Date” with respect to any Change of Control shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Company provides notice of the Change of Control pursuant to Section 8(d). The “Delisting Event Conversion Date” with respect to any Delisting Event shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Company provides notice of such Delisting Event pursuant to Section 8(d).

The “Common Stock Price” for any Change of Control shall be (i) the amount of cash consideration per share of Common Stock, if the consideration to be received in such Change of Control by holders of Common Stock is solely cash, or (ii) the average of the closing prices per share of Common Stock on NASDAQ, the NYSE or the NYSE American (or any other national securities exchange on which Common Stock is then listed) for the ten consecutive trading days immediately preceding, but not including, the effective date of such Change of Control, if the consideration to be received in the Change of Control by holders of Common Stock is other than solely cash. The “Common Stock Price” for any Delisting Event shall be the average of the closing prices per share of Common Stock on NASDAQ, the NYSE or the NYSE American (or any other national securities exchange on which Common Stock is then listed) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Delisting Event.

a.No fractional shares of Common Stock shall be issued upon the conversion of the Series A Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of the fractional shares based on the Common Stock Price.

b.If a Change of Control Conversion Date or a Delisting Event Conversion Date (either, a “Conversion Date”) falls after a Series A Record Date and on or prior to the corresponding Series A Payment Date, each holder of shares of Series A Preferred Stock at the close of business on the Series A Record Date shall be entitled to the dividend payable on such shares on the corresponding Series A Payment Date, notwithstanding the conversion of such shares on or prior to the Series A Payment Date, and each holder of shares of Series A Preferred Stock that are converted on the Conversion Date will be




entitled to the dividends, if any, accruing after the end of the Series A Dividend Period to which the Series A Payment Date relates to, but not including, the Conversion Date.

a.Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, unless the Company has provided notice of its election to redeem the Series A Preferred Stock pursuant to the Delisting Event Redemption Right or the Change of Control Redemption Right, as applicable, a notice of occurrence of the Delisting Event or the Change of Control, as applicable, describing the resulting Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, shall be delivered to the holders of record of the outstanding shares of Series A Preferred Stock at their addresses as they appear on the Company’s stock transfer records. No failure to give the notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series A Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Delisting Event or the Change of Control, as applicable; (ii) the date of the Delisting Event or the Change of Control, as applicable; (iii) the last date on which the holders of Series A Preferred Stock may exercise their Delisting Event Conversion Right or Change of Control Conversion Right, as applicable; (iv) the method and period for calculating the Common Stock Price; (v) the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable; (vi) that if, prior to the applicable Conversion Date, the Company provides notice of its election to redeem all or any portion of the Series A Preferred Stock, the holders of Series A Preferred Stock will not be able to convert such shares of Series A Preferred Stock called for redemption and such shares of Series A Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series A Preferred Stock; (viii) the name and address of the paying agent and the conversion agent (the “Conversion Agent”); and (ix) the procedures that holders of Series A Preferred Stock must follow to exercise the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable.

b.The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, another news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in the notice, and post the notice on the Company’s website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice pursuant to Section 8(d) above to the holders of record of the Series A Preferred Stock.

c.In order to exercise the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, a holder of record of shares of Series A Preferred Stock shall be required to deliver, on or before the close of business on the applicable Conversion Date, the certificates, if any, representing any certificated shares of Series A Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents the Company reasonably requires in connection with the conversion, to the Conversion Agent. Such notice shall state:
(i) the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and (ii) the number of shares of Series A Preferred Stock to be converted. Notwithstanding the foregoing, if such shares of Series A Preferred Stock are held in global form, such notice shall instead comply with applicable procedures of The Depository Trust Company (“DTC”).

d.Holders of the Series A Preferred Stock may withdraw any notice of exercise of a Delisting Event Conversion Right or a Change of Control Conversion Right, as applicable, (in whole or in part) by a written notice of withdrawal delivered to the Conversion Agent prior to the close of business on the Business Day prior to the Delisting Event Conversion Date or the Change of Control Conversion




Date, as applicable. The notice of withdrawal must state: (i) the number of withdrawn shares of Series A Preferred Stock; (ii) if certificated shares of Series A Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn certificated shares of Series A Preferred Stock; and (iii) the number of shares of Series A Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if such shares of Series A Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures of DTC.

a.Shares of Series A Preferred Stock as to which the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration on the applicable Delisting Event Conversion Date or Change of Control Conversion Date unless, prior thereto, the Company provides notice of its election to redeem such shares of Series A Preferred Stock, whether pursuant to its Optional Redemption Right or Special Optional Redemption Rights.

b.The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable.

c.Notwithstanding anything to the contrary in this Section 8, no holder of Series A Preferred Stock will be entitled to exercise a Delisting Event Conversion Right or a Change of Control Conversion Right or convert any shares of Series A Preferred Stock into shares of Common Stock to the extent that receipt of shares of Common Stock upon the conversion of such shares of Series A Preferred Stock in accordance with this Section 8 would cause such person or any other person to violate Section
5.7 of Article V of the Charter.

d.In connection with the exercise of any Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, the Company shall comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series A Preferred Stock into Conversion Consideration.

Section 9.
Voting Rights.

(a)Holders of the Series A Preferred Stock shall not have any voting rights except as set forth in this Section 9.

(b)Whenever dividends on any outstanding shares of Series A Preferred Stock shall have not been paid for six or more Series A Dividend Periods (whether or not such dividends have been declared or the Series A Dividend Periods are consecutive) (a “Preferred Dividend Default”), the holders of Series A Preferred Stock (and all other classes and series of preferred stock of the Company ranking on parity with the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable and with which such holders of Series A Preferred Stock are entitled to vote together as a single class (the “Parity Preferred”)) will have the exclusive power, voting together as a single class, to elect two additional directors (the “Preferred Directors”), at each annual meeting of the Company’s stockholders and at any special meeting of the Company’s stockholders called for the purpose of electing Preferred Directors (pursuant to Section 9(d) hereof or otherwise), until all dividends accrued and unpaid on outstanding shares of Series A Preferred Stock for all past Series A Dividend Periods and the then-current Series A Dividend Period have been fully paid. Unless the number of the Company’s directors has previously been increased pursuant to the terms of any other class or series of Parity Preferred with which such holders of Series A Preferred Stock are entitled to vote together as a




single class in the election of Preferred Directors, the number of the Company’s directors shall automatically increase by two at such time as holders of Series A Preferred Stock become entitled to vote in the election of the Preferred Directors. Unless shares of Parity Preferred remain outstanding and entitled to vote in the election of Preferred Directors, the term of office of each Preferred Director will terminate, and the number of the Company’s directors shall automatically decrease by two, when all accrued and unpaid dividends for all past Series A Dividend Periods and the then-current Series A Dividend Period have been fully paid. If the right of holders of Series A Preferred Stock to elect the Preferred Directors terminates after the record date for determining holders of shares of Series A Preferred Stock entitled to vote in any election of Preferred Directors but before the closing of the polls in such election, holders of shares of Series A Preferred Stock outstanding as of the applicable record date shall not be entitled to vote in the election of any Preferred Directors. The right of holders of Series A Preferred Stock to elect the Preferred Directors shall again vest if and whenever dividends are in arrears for six Series A Dividend Periods, as described above. In no event shall holders of Series A Preferred Stock be entitled to nominate or elect an individual as a Preferred Director, and no individual shall be qualified to be nominated for election or to serve as a Preferred Director, if the individual’s service as a Preferred Director would cause the Company to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of Stock is listed or otherwise conflict with the Charter or the Company’s Bylaws.

a.The Preferred Directors shall be elected by a plurality of the votes cast in the election of such directors, and each Preferred Director will serve until the next annual meeting of the Company’s stockholders and until his or her successor is duly elected and qualifies, or until such director’s term of office terminates as set forth in Section 9(b). Any director elected by holders of Series A Preferred Stock and any Parity Preferred, voting together as a single class, may be removed, with or without cause, only by a vote of holders of a majority of the outstanding shares of Series A Preferred Stock and Parity Preferred with which holders of Series A Preferred Stock are entitled to vote together as a single class in the election of Preferred Directors. At any time that holders of Series A Preferred Stock are entitled to vote in the election of the Preferred Directors, such holders shall be entitled to vote in the election of a successor to fill any vacancy on the Board of Directors that results from the removal of a Preferred Director.

b.At any time that holders of the Series A Preferred Stock have the right to elect Preferred Directors as described in Section 9(b) hereof but these directors have not been elected, the Company’s secretary must call a special meeting of stockholders for the purpose of electing the Preferred Directors upon the written request of the holders of record of 10% of the outstanding shares of Series A Preferred Stock and Parity Preferred with which holders of Series A Preferred Stock are entitled to vote together as a single class with respect to the election of Preferred Directors, unless the request is received more than 45 days and less than 90 days before the date fixed for the next annual meeting of the Company’s stockholders at which such vote would otherwise occur, in which case, the Preferred Directors may be elected at either such annual meeting or at a separate special meeting of the Company’s stockholders at the Company’s discretion.

c.So long as any shares of Series A Preferred Stock are outstanding, the approval of holders of at least two-thirds of the outstanding shares of Series A Preferred Stock and any equally- affected class or series of Parity Preferred with which holders of Series A Preferred Stock are entitled to vote together as a single class shall be required to authorize (i) any amendment, alteration, repeal or other change to any provision of the Charter, including the terms of the Series A Preferred Stock (whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all of the Company’s assets or otherwise), that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock or (ii) the creation, issuance or increase in the authorized number of shares of any class or series of stock ranking senior to the Series A Preferred Stock (or any




equity securities convertible into or exchangeable for any such shares, but not including debt securities convertible into or exchangeable for any such shares prior to the time of conversion) with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

a.The following actions shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock:

i.any increase or decrease in the number of authorized Shares of any class or series or the classification or reclassification of any unissued Shares, or the creation or issuance of equity securities, of any class or series ranking, junior or on parity with the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up, provided that such action does not decrease the number of authorized shares of Common Stock below the number (after giving effect to all other outstanding shares capital stock) necessary to permit the Series A Preferred Stock to be converted in full in accordance with the terms hereof; or

ii.an amendment, alteration, or repeal or other change to any provisions of the Charter, including the terms of the Series A Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of the Company’s assets or other business combination (an “Event”), (x) if the Series A Preferred Stock (or securities of any successor person or entity to the Company into which the Series A Preferred Stock has been converted) remains outstanding with the terms thereof unchanged in all material respects or the holders of shares of Series A Preferred Stock receive securities of a successor person or entity with substantially identical rights as those of Series A Preferred Stock, taking into account that, upon the occurrence of an Event, the Company may not be the surviving entity, or (y) if holders of Series A Preferred Stock shall receive the $25.00 liquidation preference per share of Series A Preferred Stock, plus an amount equal to all accrued and unpaid dividends to, but not including, the date of such Event (other than any declared dividends having a Series A Record Date before the date of such Event and a Series A Payment Date after the date of such Event, which shall be paid as provided in Section 3 above), pursuant to the occurrence of any Event.

b.Notwithstanding the foregoing, holders of any Parity Preferred shall not be entitled to vote together as a single class with holders of Series A Preferred Stock on any amendment, alteration, repeal or other change to any provision of the Charter, including the terms of the Series A Preferred Stock, unless such action affects holders of Series A Preferred Stock and such Parity Preferred equally. On any matter in which the Series A Preferred Stock may vote, each share of Series A Preferred Stock shall entitle the holder thereof to cast one vote, except that, in class votes, or in determining the percentage of outstanding shares, when voting together as a single class, with shares of one or more class or series of Parity Preferred, shares of different classes and series shall vote, or such determination shall be made, in proportion to the liquidation preference of such shares.

c.The foregoing voting provisions of this Section 9 shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series A Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption, in each case, in accordance with the provisions hereof.

d.Except as expressly stated herein, the Series A Preferred Stock shall not have any relative, participating, optional or other special voting rights and powers and the consent of the holders thereof shall not be required for the taking of any corporate action, including, without limitation, any merger, conversion or consolidation of the Company or a sale of all or substantially all of the assets of the




Company, irrespective of the effect that such merger, conversion or consolidation or sale may have upon the rights, preferences, privileges or voting power of holders of Series A Preferred Stock.

Section 10.
Information Rights.

During any period in which the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series A Preferred Stock are outstanding, the Company will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series A Preferred Stock, as their names and addresses appear in the Company’s record books and without cost to such holders, copies of the annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Company would have been required to file with the Securities and Exchange Commission (the “Commission”), pursuant to Section 13 or Section 15(d) of the Exchange Act if the Company were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Company would have been required to file these reports with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act and (ii) within 15 days following written request, supply copies of these reports to any prospective holder of Series A Preferred Stock.

Section 11.
Conversion.

The Series A Preferred Stock shall not be convertible into any other property or securities of the Company or any other entity, except in accordance with Section 8 hereof and Article V of the Charter.

Section 12.
Ranking.

In respect of rights to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the Series A Preferred Stock shall rank (i) senior to Common Stock and to all other equity securities issued by the Company, the terms of which expressly provide that such securities rank junior to the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up; (ii) on parity with all equity securities issued by the Company, the terms of which expressly provide that such securities rank on parity with the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up; and (iii) junior to all equity securities issued by the Company, the terms of which expressly provide that such securities rank senior to the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up. All the Series A Preferred Stock shall rank equally with one another and shall be identical in all respects.

Section 13.
Restrictions on Transfer and Ownership of Stock of the Series A Preferred Stock.

The Series A Preferred Stock is subject to the terms and conditions (including any applicable exceptions and exemptions) of Article V of the Charter.

Section 14.
Status of Acquired Shares of Series A Preferred Stock.

All shares of Series A Preferred Stock which shall have been issued and reacquired in any manner by the Company shall be returned to the status of authorized but unissued preferred stock, and may thereafter be classified, reclassified or issued as any series or class of preferred stock.




Section 15.
Record Holders.

The Company may deem and treat the record holder of any share of Series A Preferred Stock as the true and lawful owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. Except as may be otherwise provided by the Board of Directors (and except in connection with a global certificate held by a securities depositary), holders of Series A Preferred Stock are not entitled to certificates representing the Series A Preferred Stock held by them.

Section 16.
Sinking Fund.

The Series A Preferred Stock shall not be entitled to the benefits of any retirement or sinking
fund.

Section 17.
Physical Certificate Request.

Shares of Series A Preferred Stock shall be eligible for the Direct Registration System service offered by DTC and may be represented in the form of uncertificated or certificated shares, provided, however, that any holder of certificated shares of Series A Preferred Stock and, upon request, every holder of uncertificated shares of Series A Preferred Stock, shall be entitled to have a certificate for shares of Series A Preferred Stock signed by, or in the name of, the Company certifying the number of shares owned by such holder.

Section 18.
Exclusion of Other Rights.

The Series A Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set forth in the Charter, including the terms of the Series A Preferred Stock.

Section 19.
Headings of Subdivisions.

The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

Section 20.
Severability of Provisions.

If any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock set forth in the Charter, including the terms of the Series A Preferred Stock, are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock set forth in the Charter (including the terms of the Series A Preferred Stock) which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.




Exhibit B


SERIES B PREFERRED STOCK

Section 1. Number of Shares and Designation. A series of preferred stock of the Company designated as “Series B Preferred Stock” is hereby established, and the number shares constituting such series shall be one hundred and twenty thousand (120,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and by the filing of Articles Supplementary in accordance with the Maryland General Corporation Law and the acceptance for record thereof by the State Department of Assessments and Taxation of Maryland; provided, that no decrease shall reduce the number of shares of Series B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series B Preferred Stock.

Section 2. Dividends and other Distributions.

(A)Subject to the rights of the holders of any shares of any class or series of preferred stock (or any other stock of the Company) ranking senior to or on a parity with the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock, in preference to the holders of shares of any class or series of stock of the Company ranking junior to the Series B Preferred Stock in respect thereof, shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Company out of funds legally available therefor, quarterly dividends payable in cash on the fifteenth day of the month following the month in which quarter ended January, April, July and October in each year (each such date a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1,000 multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of the Company or a subdivision of the outstanding shares of Class A Common Stock (by reclassification or otherwise), declared on the Class A Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Class A Common Stock) into a greater or lesser number of shares of Class A Common Stock, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

(B)The Company shall declare a dividend or other distribution on the Series B Preferred Stock as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or other distribution on the Class A Common Stock (other than a dividend payable in shares of Class A Common Stock).




A.Dividends due pursuant to paragraph (A) of this Section 2 shall begin to accrue and be cumulative on outstanding shares of Series B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

B.In determining whether a dividend or other distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Company were to be dissolved at the time of the dividend or other distribution, to satisfy the preferential right upon dissolution of holders of the Series B Preferred Stock shall not be added to the Company’s total liabilities.

Section 3. Voting Rights. The Holders of shares of Series B Preferred Stock shall have the following voting rights:

(A)Subject to the provision for adjustment hereinafter set forth, each share of Series B Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the holders of shares of Class A Common Stock. In the event the Company shall at any time declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Class A Common Stock) into a greater or lesser number of shares of Class A Common Stock, then in each such case the number of votes per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

(B)Except as otherwise provided herein, in the terms of any other class or series of preferred stock or any similar stock or by law, the holders of shares of Series B Preferred Stock and the holders of shares of Class A Common Stock and any other capital stock of the Company having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Company.

(C)Except as set forth herein, or as otherwise required by law, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Class A Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.




(A)Whenever one or more quarterly dividends or other dividends or distributions payable on the Series B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not authorized or declared, on shares of Series B Preferred Stock outstanding shall have been paid in full, the Company shall not:

(a)declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock;

(b)declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(c)except pursuant to provisions of the Charter or Bylaws of the Company providing for limitations or restrictions on ownership of securities of the Company which are, expressly or by implication, included to protect the status of the Corporation as a real estate investment trust under the Internal Revenue Code, redeem or purchase or otherwise acquire for consideration any shares of stock of the Company ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series B Preferred Stock.

(B)The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. All shares of Series B Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall constitute authorized but unissued shares of preferred stock, without designation as to class or series, and may thereafter be classified, reclassified or issued as any series or class of preferred stock.

Section 6. Liquidation, Dissolution or Winding Up.

(A)Upon any liquidation, dissolution or winding up of the Company, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received an amount per share (the “Series B Liquidation Preference”), subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate amount to be distributed per share to holders of shares of Class A Common Stock plus an amount equal to any accrued and unpaid dividends. In the event the Company shall at any time declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Class A Common Stock) into a greater or lesser number of shares of Class A Common Stock, then in each such case the aggregate amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Class A Common Stock




outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

A.If there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series B Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series B Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences.

B.Neither the merger or consolidation of the Company into or with another entity nor the merger or consolidation of any other entity into or with the Company shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 6.

Section 7. Consolidation, Merger, Etc. If the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Class A Common Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case each share of Series B Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate amount of stock, securities, cash or any other property (payable in kind), as the case may be, into which or for which each share of Class A Common Stock is changed or exchanged. In the event the Company shall at any time declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Class A Common Stock) into a greater or lesser number of shares of Class A Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

Section 8. Amendment. At any time that any shares of Series B Preferred Stock are outstanding, the Charter shall not be amended in any manner, including in a merger, consolidation or otherwise, which would materially and adversely alter, change or repeal the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms and conditions of redemption of the Series B Preferred Stock without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock, voting separately as a single class.

Section 9. Rank. The Series B Preferred Stock shall rank, with respect to the payment of dividends and upon liquidation, dissolution and winding up, junior to the Company’s preferred stock designated as 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, and all other classes or series of preferred stock, unless the terms of any such other class or series shall provide otherwise, and shall rank senior to the Class A Common Stock as to such matters.

Section 10. Ownership Restrictions. The Series B Preferred Stock shall be subject to the restrictions and limitations set forth in Section 5.7 of the Charter.

Section 11. Permissible Distributions. In determining whether a distribution (other than upon liquidation, dissolution or winding up), whether by dividend, or upon redemption or other acquisition of shares or otherwise, is permitted under Maryland law, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of





holders of shares of any class or series of stock whose preferential rights upon dissolution are superior or prior to those receiving the distribution shall not be added to the Company’s total liabilities.




Exhibit C

7.375% SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK

(Liquidation Preference $25.00 per Share)


Section 1.
Number of Shares and Designation.

A series of preferred stock of the Company designated as the “7.375% Series C Cumulative Redeemable Perpetual Preferred Stock” is hereby established, and the number of shares constituting such series shall be 11,536,000.

Section 2.
Definitions.

“Aggregate Share Ownership Limit” shall have the meaning set forth in Article V of the Charter. “Alternative Conversion Consideration” shall have the meaning set forth in Section 8(a) hereof. “Alternative Form Consideration” shall have the meaning set forth in Section 8(a) hereof.
“Board of Directors” shall mean the Board of Directors of the Company or any committee authorized by such Board of Directors to perform any of its responsibilities with respect to the Series C Preferred Stock.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

“Capital Gains Amount” shall have the meaning set forth in Section 3(g) hereof. “Change of Control” shall have the meaning set forth in Section 6(b) hereof.
“Change of Control Conversion Date” shall have the meaning set forth in Section 8(a) hereof. “Change of Control Conversion Right” shall have the meaning set forth in Section 8(a) hereof. “Change of Control Redemption Right” shall have the meaning set forth in Section 6(b) hereof. “Charter” shall mean the charter of the Company.
“Code” shall mean the Internal Revenue Code of 1986, as amended. “Commission” shall have the meaning set forth in Section 10 hereof.
“Common Stock” shall mean the Company’s Class A Common Stock, par value $0.01 per share.

“Common Stock Conversion Consideration” shall have the meaning set forth in Section 8(a) hereof.

“Common Stock Price” shall have the meaning set forth in Section 8(a) hereof.




“Company” shall have the meaning set forth in Article I of the Charter. “Conversion Agent” shall have the meaning set forth in Section 8(d) hereof. “Conversion Consideration” shall have the meaning set forth in Section 8(a) hereof. “Conversion Date” shall have the meaning set forth in Section 8(c) hereof. “Delisting Event” shall have the meaning set forth in Section 6(a) hereof.
“Delisting Event Conversion Date” shall have the meaning set forth in Section 8(a) hereof. “Delisting Event Conversion Right” shall have the meaning set forth in Section 8(a) hereof. “Delisting Event Redemption Right” shall have the meaning set forth in Section 6(a) hereof. “DTC” shall have the meaning set forth in Section 8(f) hereof.
“Event” shall have the meaning set forth in Section 9(f)(ii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“NASDAQ” shall mean the Nasdaq Stock Market or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

“NYSE” shall mean the New York Stock Exchange or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

“NYSE American” shall mean the NYSE American LLC or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.
“Optional Redemption Right” shall have the meaning set forth in Section 5(b) hereof. “Original Issue Date” shall mean the first date on which shares of Series C Preferred Stock are
issued and sold.

“Parity Preferred” shall have the meaning set forth in Section 9(b) hereof. “Preferred Directors” shall have the meaning set forth in Section 9(b) hereof.
“Preferred Dividend Default” shall have the meaning set forth in Section 9(b) hereof. “REIT” shall have the meaning set forth in Article IV of the Charter.
“Series A Preferred Stock” shall mean the series of preferred stock, par value $0.01 per share, of the Company designated as 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock.

“Series B Preferred Stock” shall mean the series of preferred stock, par value $0.01 per share, of the Company designated as Series B Preferred Stock.




“Series C Dividend Period” shall mean the respective periods commencing on and including January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Series C Dividend Period (other than the initial Series C Dividend Period, which shall commence on the Original Issue Date and end on and include March 31, 2021, and other than the Series C Dividend Period during which any shares of Series C Preferred Stock shall be redeemed pursuant to Section 5 or Section 6 (and that is not a Series C Dividend Period of the type contemplated by Section 7(b)), which, solely with respect to the shares of Series C Preferred Stock being redeemed, shall end on and include the day immediately preceding the redemption date with respect to such shares of Series C Preferred Stock being redeemed).

“Series C Payment Date” shall mean, with respect to each Series C Dividend Period, the fifteenth (15th) day of the month following the month in which the Series C Dividend Period has ended (January, April, July and October of each year), commencing on April 15, 2021.

“Series C Preferred Stock” shall mean the series of preferred stock, par value $0.01 per share, of the Company designated as 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock.

“Series C Record Date” shall mean the close of business on the date set by the Board of Directors as the record date for the payment of dividends that is not more than 30 nor fewer than 10 days prior to the applicable Series C Payment Date.

“Shares” shall have the meaning set forth in Article IV of the Charter. “Share Cap” shall have the meaning set forth in Section 8(a) hereof.
“Special Optional Redemption Rights” shall have the meaning set forth in Section 6(b) hereof. “Stock Split” shall have the meaning set forth in Section 8(a) hereof.
“Total Distributions” shall have the meaning set forth in Section 3(g) hereof.

Section 3.
Dividends and other Distributions.

(a)Subject to the preferential rights of the holders of any class or series of equity securities of
the Company ranking senior to the Series C Preferred Stock with respect to dividend rights, the holders of the then outstanding Series C Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends in the amount of $1.84375 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Such dividends shall accrue and be cumulative from and including the Original Issue Date and shall be payable quarterly in arrears on each Series C Payment Date, commencing April 15, 2021, to all holders of record on the applicable Series C Record Date; provided, however, that if any Series C Payment Date is not a Business Day, the dividend which would otherwise have been payable on such Series C Payment Date may be paid or set apart for payment on the next succeeding Business Day with the same force and effect as if paid or set apart on such Series C Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Series C Payment Date to such next succeeding Business Day. Holders of record of all shares of Series C Preferred Stock outstanding on the applicable Series C Record Date will be entitled to receive the full dividend paid on the applicable Series C Payment
Date even if such shares were not issued and outstanding for the full applicable Series C Dividend Period.




The initial dividend payable on the Series C Preferred Stock will cover the period from and including the Original Issue Date through March 31, 2021 and will be paid on April 15, 2021. The amount of any dividend payable on the Series C Preferred Stock for each full Series C Dividend Period shall be computed by dividing $1.84375 by four (4), regardless of the actual number of days in such full Series C Dividend Period. The amount of any dividend payable on the Series C Preferred Stock for any partial Series C Dividend Period and for the initial Series C Dividend Period shall be
prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Company at the close of business on the applicable Series C Record Date. Notwithstanding any provision to the contrary contained herein, the dividend payable on each share of Series C Preferred Stock outstanding on a Series C Record Date shall equal the dividend payable on each other share of Series C Preferred Stock that is outstanding on such Series C Record Date, and no holder of any share of Series C Preferred Stock shall be entitled to receive any dividends paid or payable on the Series C Preferred Stock with a Series C Record Date before the date such share of Series C Preferred Stock is issued.

a.No dividends on the Series C Preferred Stock shall be authorized by the Board of Directors or paid or declared and set apart for payment by the Company at such time as the terms and conditions of any agreement of the Company, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization, payment or setting apart for payment shall be restricted or prohibited by law.

b.Notwithstanding anything contained herein to the contrary, dividends on the Series C Preferred Stock shall accrue with respect to any Series C Dividend Periods whether or not dividends are authorized by the Board of Directors and declared by the Company. No interest or additional dividend shall be payable in respect of any accrued and unpaid dividend on the Series C Preferred Stock.

c.Except as provided in Section 3(e) below, no dividends shall be declared and paid or set apart for payment and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to shares of Common Stock, shares of Series B Preferred Stock or shares of any other class or series of equity securities of the Company ranking, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, on parity with or junior to the Series C Preferred Stock (other than a dividend paid in shares of Common Stock, shares of Series B Preferred Stock or shares of any other class or series of equity securities ranking junior to
the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up), nor shall any shares of Common Stock, shares
of Series B Preferred Stock or shares of any other class or series of equity securities of
the Company ranking, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, on parity with or junior to the Series C Preferred Stock be redeemed (or any monies be paid to or made available for a sinking fund for the redemption of any such shares), purchased or otherwise acquired, (except (i) by conversion into or exchange for shares of Common Stock, shares of Series B Preferred Stock or shares of any other class or series of equity securities of the Company ranking junior to the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, (ii) for the acquisition of shares made pursuant to the provisions of Section 5.7 of Article V of the Charter and
(iii) for the purchase or acquisition of equity securities of the Company ranking on parity with the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series C Preferred Stock and any other shares of any other class or series of equity securities ranking on parity with the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up), unless full




cumulative dividends on the Series C Preferred Stock for all past Series C Dividend Periods shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment.

a.When dividends are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) upon the Series C Preferred Stock and any other class or series of equity securities ranking, with respect to dividend rights, on parity with the Series C Preferred Stock, all dividends (other than any acquisition of shares pursuant to the provisions of Section 5.7 of Article V of the Charter or a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series C Preferred Stock and any such other class or series of equity securities ranking on parity with the Series C Preferred Stock with respect to dividend rights or rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up), declared upon the Series C Preferred Stock and any other class or series of equity securities ranking, with respect to dividend rights, on parity with the Series C Preferred Stock shall be allocated pro rata so that the amount declared per share of Series C Preferred Stock and such other equally ranked classes or series of equity securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Series C Preferred Stock and such other equally ranked class or series of equity securities (which shall not include any accrual in respect of unpaid dividends on such other classes or series of equity securities for prior Series C Dividend Periods if such other class or series of equity securities does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series C Preferred Stock which may be in arrears.

b.Holders of the Series C Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on the Series C Preferred Stock as provided herein. Any dividend payment made on the Series C Preferred Stock shall first be credited against the earliest accrued and unpaid dividend.

c.If, for any taxable year, the Company elects to designate as “capital gain dividends” (as defined in Section 857 of the Code or any successor revenue code or section) any portion (the “Capital Gains Amount”) of the total distributions not in excess of the Company’s earnings and profits (as determined for United States federal income tax purposes) paid or made available for such taxable year to holders of all classes and series of Shares (the “Total Distributions”), then the portion of the Capital Gains Amount that shall be allocable to holders of Series C Preferred Stock shall be in the same proportion that the Total Distributions paid or made available to the holders of Series C Preferred Stock for such taxable year bears to the Total Distributions for such taxable year made with respect to all classes or series
of Shares outstanding.

Section 4.
Liquidation Preference.

Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of
the Company, before any distribution or payment shall be made to holders of Common Stock, Series B Preferred Stock or any other class or series of equity securities of the Company ranking, with respect to rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, junior to the Series C Preferred Stock, the holders of shares of Series C Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Company legally available for distribution to its stockholders a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends to, but not including, the date of payment (whether or not declared). If, upon any such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Company are insufficient to pay the amount of the distributions payable upon liquidation, dissolution or winding-up of the affairs of the Company, on all outstanding shares of Series C Preferred Stock and the corresponding amounts payable on all shares of other classes or series of securities of the Company ranking, with respect to rights




upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, on parity with
the Series C Preferred Stock, the holders of Series C Preferred Stock and each such other class or series of securities ranking, with respect to rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up, on parity with the Series C Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first-class mail, postage pre-paid, at least 20 days prior to the payment date stated therein, to each record holder of Series C Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of
the Company. After the holders of Series C Preferred Stock have received the full amount of the liquidating distributions to which they are entitled, they will have no right or claim to any of the remaining assets of the Company. The consolidation, conversion or merger of the Company with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company (whether in connection with a Change of Control or otherwise), shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Company.

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of Shares or otherwise is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of Series C Preferred
Stock will not be added to the Company’s total liabilities.

Section 5.
Optional Redemption.

(a)The Series C Preferred Stock shall not be redeemable prior to December 18, 2025, except as provided in Section 5.7 of Article V of the Charter or Section 5(c) or Section 6 hereof.

(b)On and after December 18, 2025, the Company, at its option, upon not fewer than 30 nor more than 60 days’ written notice as provided in Section 5(e) hereof, may redeem the Series C Preferred Stock, in whole or in part, at any time or from time to time, at a redemption price of $25.00 per share, plus (subject to Section 7(b) hereof) an amount equal to all dividends accrued and unpaid (whether or not declared) thereon to, but not including, the date fixed for redemption, without interest (the “Optional Redemption Right”). If less than all of the outstanding shares of Series C Preferred Stock are to be redeemed, the shares of Series C Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot. If such redemption is to be by lot, and if, as a result of such redemption, any holder of Series C Preferred Stock would own shares of Series C Preferred Stock in excess of the Aggregate Share Ownership Limit or in violation of any of the other restrictions on ownership and transfer of Shares set forth in Section 5.7 of Article V of the Charter, then, except as otherwise provided in the Charter, the Company will redeem the requisite number of shares
of Series C Preferred Stock of such holder such that no holder will violate the Aggregate Share Ownership Limit or any other restrictions on ownership and transfer of Shares set forth in Section 5.7 of Article V of the Charter subsequent to such redemption.

(c)The Company may redeem all or a part of the Series C Preferred Stock in accordance with the terms and conditions set forth in this Section 5 at any time and from time to time, whether before or after December 18, 2025, if the Board of Directors determines that such redemption is reasonably necessary for the Company to preserve the status of the Company as a qualified REIT. If the Company calls for redemption any Series C Preferred Stock pursuant to and in accordance with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to $25.00 per share, plus (subject




to Section 7(b) hereof) an amount equal to all dividends accrued and unpaid (whether or not declared) thereon to and including the date fixed for redemption, without interest.

a.Unless full cumulative dividends on all shares of Series C Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past Series C Dividend Periods, no shares of Series C Preferred Stock shall be redeemed pursuant to this Section 5 unless all outstanding shares of Series C Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any Series C Preferred Stock (except by exchange for equity securities of the Company ranking junior to the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up); provided, however, that the foregoing shall not prevent the purchase of the Series C Preferred Stock or any other class or series of equity securities of
the Company by the Company in accordance with the terms of Section 5(c) hereof or Section 5.7 of Article V of the Charter or the purchase or acquisition of the Series C Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series C Preferred Stock and the holders of all outstanding shares of any other class or series of preferred stock of
the Company ranking on a parity with the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

b.Notice of redemption pursuant to this Section 5 shall be mailed by the Company, postage prepaid, as of a date set by the Company not fewer than 30 nor more than 60 days prior to such redemption date, addressed to the respective holders of record of such shares of Series C Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of
the Company. Failure to give such notice or any defect thereto or in the mailing thereof shall not affect the sufficiency of notice or validity of the proceedings for such redemption of any shares of Series C Preferred Stock except as to shares held by a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not such holder received the redemption notice. In addition to any information required by law or the applicable rules of any exchange upon which Series C Preferred Stock may be listed or admitted to trading, each notice shall state (i) such redemption date; (ii) the redemption price; (iii) the total number of shares of Series C Preferred Stock to be redeemed (and, if less than all the shares held by any holder are to be redeemed, the number of shares to be redeemed from such holder); (iv) the place or places where such shares of Series C Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Company requires in connection with such redemption; and (v) that dividends on the Series C Preferred Stock to be redeemed shall cease to accrue on such redemption rate.

Section 6.
Special Optional Redemption by the Company.

(a)During any period of time (whether before or after December 18, 2025) that both (i) the Series C Preferred Stock is not listed on NASDAQ, the NYSE or the NYSE American and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but any shares of Series C Preferred
Stock are outstanding (the occurrence of clauses (i) and (ii) is referred to as a “Delisting Event”), the Company will have the option, upon not fewer than 30 nor more than 60 days’ written notice as
provided in Section 6(d) hereof, to redeem the outstanding shares of Series C Preferred Stock, in whole but not in part, within 90 days after the occurrence of the Delisting Event, for a redemption price of
$25.00 per share, plus (subject to Section 7(b) hereof) an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (a “Delisting Event Redemption Right”).




a.In addition, upon the occurrence of a Change of Control, the Company will have the option, upon not fewer than 30 nor more than 60 days’ written notice as provided in Section 6(d) hereof, to redeem shares of Series C Preferred Stock, in whole but not in part, within 120 days after the first date on which such Change of Control occurred, for cash at $25.00 per share plus (subject to Section 7(b) hereof) an amount equal to dividends accrued and unpaid (whether or not declared), if any, on the Series C Preferred Stock to, but not including, the redemption date (“Change of Control Redemption Right” and, together with the Delisting Event Redemption Right, the “Special Optional Redemption Rights”).

A “Change of Control” occurs when, after the Original Issue Date, the following have occurred and are continuing:

i.the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger, conversion or other acquisition transaction or series of purchases, mergers, conversions or other acquisition transactions of shares of stock of the Company entitling that person to exercise more than 50% of the total voting power of all outstanding shares of stock of
the Company entitled to vote generally in the election of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

ii.following the closing of any transaction referred to in (i) above, neither
the Company nor the acquiring or surviving entity, or a parent of the Company or the acquiring or surviving entity, has a class of common equity securities listed on NASDAQ, the NYSE or the NYSE American.

b.Notwithstanding the foregoing, the Company shall not have the right to redeem shares
of Series C Preferred Stock upon any Delisting Event occurring in connection with a transaction set forth in clause (i) of the definition of Change of Control unless such Delisting Event also constitutes a Change of Control.

c.Notice of redemption pursuant to this Section 6 shall be mailed by the Company, postage prepaid, as of a date set by the Company not fewer than 30 nor more than 60 days prior to such redemption date, addressed to the holders of record of the Series C Preferred Stock at their respective addresses as they appear on the stock transfer records of the Company. Failure to give such notice or any defect thereto or in the mailing thereof shall not affect the sufficiency of notice or validity of the proceedings for such redemption of any shares of Series C Preferred Stock except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not such holder received such redemption notice. In addition to any information required by law or the applicable rules of any exchange upon which Series C Preferred Stock may be listed or admitted to trading, each notice shall state (i) the redemption date; (ii) the redemption price; (iii) the total number of shares
of Series C Preferred Stock to be redeemed; (iv) the place or places where such shares of Series C Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Company requires in connection with such redemption; (v) that the Series C Preferred Stock is being redeemed pursuant to the Delisting Event Redemption Right or the Change of Control Redemption Right, as applicable, in connection with the occurrence of a Delisting Event or a Change of Control, as applicable, and a brief description of the transaction or transactions constituting such Delisting Event or Change of Control, as applicable; (vi) that holders of Series C Preferred Stock will not be able to tender shares of Series C Preferred Stock for conversion in connection with the Delisting Event or Change of Control, as applicable, and each share




of Series C Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable; and (vii) that dividends on the shares of Series C Preferred Stock to be redeemed will cease to accrue on such redemption date.

Section 7.
Additional Provisions Relating to Optional Redemption and Special Optional Redemption
by the Company.

(a)If (i) notice of redemption of any shares of Series C Preferred Stock has been given, (ii) the funds necessary for such redemption have been set apart by the Company in trust for the benefit of the holders of any Series C Preferred Stock so called for redemption and (iii) irrevocable instructions have been given to pay the redemption price of $25.00 per share, plus (subject to Section 7(b) hereof) an amount equal to all dividends accrued and unpaid (whether or not declared) to, but not including, the applicable redemption date, then from and after such redemption date, dividends shall cease to accrue on such shares of Series C Preferred Stock, such shares of Series C Preferred Stock shall no longer be outstanding, such shares of Series C Preferred Stock shall not be transferred except with the consent of the Company and all other rights of the holders of such shares will terminate, except the right to receive the redemption price of $25.00 per share, plus (subject to Section 7(b) hereof) an amount equal to any dividends accrued and unpaid (whether or not declared) payable upon such redemption, without interest.

(b)If a redemption date falls after a Series C Record Date and on or prior to the
corresponding Series C Payment Date, each holder of shares of Series C Preferred Stock on the Series C Record Date shall be entitled to the dividend payable on such shares on the corresponding Series C Payment Date, notwithstanding such redemption of such shares on or prior to the Series C Payment Date, and each holder of shares of Series C Preferred Stock that are redeemed on such redemption date will be entitled to the dividends, if any, accruing after the end of the Series C Dividend Period to which the Series C Payment Date relates to, but not including, such redemption date.

(c)For purposes of clause (a)(ii) above, funds shall be deposited in trust with a bank or trust corporation and such deposit shall be irrevocable except that any balance of monies so deposited by
the Company and unclaimed by the holders of Series C Preferred Stock entitled thereto at the expiration of two years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings.

Section 8.
Conversion Rights.

(a)Subject to Section 8(j), upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of shares of Series C Preferred Stock shall have the right, unless, prior to
the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable,
the Company has provided or provides notice of its election to redeem such shares of Series C Preferred Stock pursuant to the Optional Redemption Right or Special Optional Redemption Rights, to convert some or all of such shares of Series C Preferred Stock held by such holder (with respect to a Delisting Event, the “Delisting Event Conversion Right” and, with respect to a Change of Control, the “Change of Control Conversion Right”) on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, into a number of shares Common Stock per share of Series C Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the quotient of (i)



the sum of $25.00 plus an amount equal to all dividends accrued and unpaid (whether or not declared) on the Series C Preferred Stock to, but not including, the Delisting Event Conversion Date or the Change of

Control Conversion Date, as applicable, (unless such Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, is after a Series C Record Date and prior to the
corresponding Series C Payment Date, in which case no additional amount for accrued and unpaid dividends that have been declared and are to be paid on the Series C Payment Date will be included in such sum), divided by (ii) the Common Stock Price and (B) 6.605 (as adjusted pursuant to the immediately succeeding paragraph, the “Share Cap”).

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Common Stock dividend), subdivisions or combinations (in each case, a “Stock Split”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Stock Split shall be the number of shares of Common Stock that is equivalent to the product of (i) the Share Cap in effect immediately prior to the Stock Split, multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to the Stock Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Stock Split.

In the case of a Delisting Event or a Change of Control, as applicable, pursuant to, or in connection with, which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series C Preferred Stock shall receive upon conversion of such shares of Series C Preferred
Stock (subject to the next-following paragraph) the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a
number of shares of Common Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Delisting Event or Change of Control, as applicable (the “Alternative Conversion Consideration” and, together with the Common Stock Conversion Consideration, the “Conversion Consideration”).

In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in connection with the Delisting Event or Change of Control, as applicable, the consideration that holders of Series C Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality of the shares of Common Stock held by stockholders who participate in the election and shall be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Delisting Event or Change of Control, as applicable.

The “Change of Control Conversion Date” with respect to any Change of Control shall be
a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Company provides notice of the Change of Control pursuant to Section 8(d). The “Delisting Event Conversion Date” with respect to any Delisting Event shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Company provides notice of such Delisting Event pursuant to Section 8(d).

The “Common Stock Price” for any Change of Control shall be (i) the amount of cash consideration per share of Common Stock, if the consideration to be received in such Change of Control by holders of Common Stock is solely cash, or (ii) the average of the closing prices per share of Common Stock on NASDAQ, the NYSE or the NYSE American (or any other national securities exchange on which Common Stock is then listed) for the ten consecutive trading days immediately preceding, but not including, the effective date of such Change of Control, if the consideration to be
received in the Change of Control by holders of Common Stock is other than solely cash. The “Common Stock Price” for any Delisting Event shall be the average of the closing prices per share of Common Stock on NASDAQ, the NYSE or the NYSE American (or any other national securities exchange on




which Common Stock is then listed) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Delisting Event.

a.No fractional shares of Common Stock shall be issued upon the conversion of the Series C Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of the fractional shares based on the Common Stock Price.

b.If a Change of Control Conversion Date or a Delisting Event Conversion Date (either, a “Conversion Date”) falls after a Series C Record Date and on or prior to the corresponding Series C Payment Date, each holder of shares of Series C Preferred Stock at the close of business on the Series C Record Date shall be entitled to the dividend payable on such shares on the corresponding Series C Payment Date, notwithstanding the conversion of such shares on or prior to the Series C Payment Date, and each holder of shares of Series C Preferred Stock that are converted on the Conversion Date will be entitled to the dividends, if any, accruing after the end of the Series C Dividend Period to which the Series C Payment Date relates to, but not including, the Conversion Date.

c.Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, unless the Company has provided notice of its election to redeem the Series C Preferred Stock pursuant to the Delisting Event Redemption Right or the Change of Control Redemption Right, as applicable, a notice of occurrence of the Delisting Event or the Change of Control, as applicable, describing the resulting Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, shall be delivered to the holders of record of the outstanding shares of Series C Preferred Stock at their addresses as they appear on the Company’s stock transfer records. No failure to give the notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series C Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Delisting Event or the Change of
Control, as applicable; (ii) the date of the Delisting Event or the Change of Control, as applicable; (iii) the last date on which the holders of Series C Preferred Stock may exercise their Delisting Event Conversion Right or Change of Control Conversion Right, as applicable; (iv) the method and period for calculating the Common Stock Price; (v) the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable; (vi) that if, prior to the applicable Conversion Date, the Company provides notice of its election to redeem all or any portion of the Series C Preferred Stock, the holders of Series C Preferred Stock will not be able to convert such shares of Series C Preferred Stock called for redemption and such shares of Series C Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series C Preferred Stock; (viii) the name and address of the paying agent and the conversion agent (the “Conversion Agent”); and (ix) the procedures that holders of Series C Preferred Stock must follow to exercise the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable.

d.The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, another news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in the notice, and post the notice on the Company’s website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice pursuant to Section 8(d) above to the holders of record of the Series C Preferred Stock.

e.In order to exercise the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, a holder of record of shares of Series C Preferred Stock shall be required




to deliver, on or before the close of business on the applicable Conversion Date, the certificates, if any, representing any certificated shares of Series C Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents
the Company reasonably requires in connection with the conversion, to the Conversion Agent. Such notice shall state: (i) the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and (ii) the number of shares of Series C Preferred Stock to be converted.
Notwithstanding the foregoing, if such shares of Series C Preferred Stock are held in global form, such notice shall instead comply with applicable procedures of The Depository Trust Company (“DTC”).

a.Holders of the Series C Preferred Stock may withdraw any notice of exercise of a Delisting Event Conversion Right or a Change of Control Conversion Right, as applicable, (in whole or in part) by a written notice of withdrawal delivered to the Conversion Agent prior to the close of business on
the Business Day prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable. The notice of withdrawal must state: (i) the number of withdrawn shares of Series C Preferred Stock; (ii) if certificated shares of Series C Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn certificated shares of Series C Preferred Stock; and (iii) the number of shares of Series C Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if such shares of Series C Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures of DTC.

b.Shares of Series C Preferred Stock as to which the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration on the applicable Delisting Event Conversion Date or Change of Control Conversion
Date unless, prior thereto, the Company provides notice of its election to redeem such shares of Series C Preferred Stock, whether pursuant to its Optional Redemption Right or Special Optional Redemption Rights.

c.The Company shall deliver the applicable Conversion Consideration no later than the
third Business Day following the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable.

d.Notwithstanding anything to the contrary in this Section 8, no holder of Series C Preferred Stock will be entitled to exercise a Delisting Event Conversion Right or a Change of Control Conversion Right or convert any shares of Series C Preferred Stock into shares of Common Stock to the extent that receipt of shares of Common Stock upon the conversion of such shares of Series C Preferred Stock in accordance with this Section 8 would cause such person or any other person to violate Section 5.7 of Article V of the Charter.

e.In connection with the exercise of any Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, the Company shall comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series C Preferred Stock into Conversion Consideration.

Section 9.
Voting Rights.

(a)Holders of the Series C Preferred Stock shall not have any voting rights except as set forth in this Section 9.

(b)Whenever dividends on any outstanding shares of Series C Preferred Stock shall have not been paid for six or more Series C Dividend Periods (whether or not such dividends have been declared or




the Series C Dividend Periods are consecutive) (a “Preferred Dividend Default”), the holders of Series C Preferred Stock (and all other classes and series of preferred stock of the Company ranking on parity with the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable and with which such holders of Series C Preferred Stock are entitled to vote together as a single class, including, without limitation, the Series A Preferred Stock (the “Parity Preferred”)) will have the exclusive power, voting together as a single class, to elect two additional directors (the “Preferred Directors”), at each annual meeting of the Company’s stockholders and at any special meeting of the Company’s stockholders called for the purpose of electing Preferred Directors (pursuant to Section 9(d) hereof or otherwise), until all dividends accrued and unpaid on outstanding shares of Series C Preferred Stock for all past Series C Dividend Periods and the then-current Series C Dividend Period have been fully paid. Unless the number of the Company’s directors has previously been increased pursuant to the terms of any other class or series of Parity Preferred with which such holders of Series C Preferred Stock are entitled to vote together as a single class in the election of Preferred Directors, the number of the Company’s directors shall automatically increase by two at such time as holders of Series C Preferred Stock become entitled to vote in the election of the Preferred Directors. Unless shares of Parity
Preferred remain outstanding and entitled to vote in the election of Preferred Directors, the term of office of each Preferred Director will terminate, and the number of the Company’s directors shall automatically decrease by two, when all accrued and unpaid dividends for all past Series C Dividend Periods and the then-current Series C Dividend Period have been fully paid. If the right of holders of Series C Preferred Stock to elect the Preferred Directors terminates after the record date for determining holders of shares
of Series C Preferred Stock entitled to vote in any election of Preferred Directors but before the closing of the polls in such election, holders of shares of Series C Preferred Stock outstanding as of the applicable record date shall not be entitled to vote in the election of any Preferred Directors. The right of holders
of Series C Preferred Stock to elect the Preferred Directors shall again vest if and whenever dividends are in arrears for six Series C Dividend Periods, as described above. In no event shall holders of Series C Preferred Stock be entitled to nominate or elect an individual as a Preferred Director, and no individual shall be qualified to be nominated for election or to serve as a Preferred Director, if the individual’s service as a Preferred Director would cause the Company to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of Stock is listed or otherwise conflict with the Charter or the Company’s Bylaws.

a.The Preferred Directors shall be elected by a plurality of the votes cast in the election of such directors, and each Preferred Director will serve until the next annual meeting of the Company’s stockholders and until his or her successor is duly elected and qualifies, or until such director’s term of office terminates as set forth in Section 9(b). Any director elected by holders of Series C Preferred
Stock and any Parity Preferred, voting together as a single class, may be removed, with or without cause, only by a vote of holders of a majority of the outstanding shares of Series C Preferred Stock and Parity Preferred with which holders of Series C Preferred Stock are entitled to vote together as a single class in the election of Preferred Directors. At any time that holders of Series C Preferred Stock are entitled to vote in the election of the Preferred Directors, such holders shall be entitled to vote in the election of a successor to fill any vacancy on the Board of Directors that results from the removal of a Preferred Director.

b.At any time that holders of the Series C Preferred Stock and any Parity Preferred have the right to elect Preferred Directors as described in Section 9(b) hereof but these directors have not been elected, the Company’s secretary must call a special meeting of stockholders for the purpose of electing the Preferred Directors upon the written request of the holders of record of 10% of the outstanding shares of Series C Preferred Stock and Parity Preferred with which holders of Series C Preferred Stock are entitled to vote together as a single class with respect to the election of Preferred Directors, unless the request is received more than 45 days and less than 90 days before the date fixed for the next annual




meeting of the Company’s stockholders at which such vote would otherwise occur, in which case,
the Preferred Directors may be elected at either such annual meeting or at a separate special meeting of the Company’s stockholders at the Company’s discretion.

a.So long as any shares of Series C Preferred Stock are outstanding, the approval of holders of at least two-thirds of the outstanding shares of Series C Preferred Stock and any equally-affected class or series of Parity Preferred with which holders of Series C Preferred Stock are entitled to vote together as a single class shall be required to authorize (i) any amendment, alteration, repeal or other change to any provision of the Charter, including the terms of the Series C Preferred Stock (whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all of the Company’s assets or otherwise), that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock or (ii) the creation, issuance or increase in the number of
authorized Shares of any class or series ranking senior to the Series C Preferred Stock (or any equity securities convertible into or exchangeable for any such shares, but not including debt securities convertible into or exchangeable for any such shares prior to the time of conversion) with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

b.The following actions shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock:

i.any increase or decrease in the number of authorized Shares of any class or series or the classification or reclassification of any unissued Shares, or the creation or issuance of equity securities, of any class or series ranking, junior or on parity with the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up, provided that such action does not decrease the number of authorized shares of Common Stock below the number (after giving effect to all other outstanding shares capital stock) necessary to permit the Series C Preferred Stock to be converted in full in accordance with the terms hereof; or

ii.an amendment, alteration, or repeal or other change to any provisions of the Charter, including the terms of the Series C Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of the Company’s assets or other business combination (an “Event”), (x) if the Series C Preferred Stock (or securities of any successor person or entity to
the Company into which the Series C Preferred Stock has been converted) remains outstanding with the terms thereof unchanged in all material respects or the holders of shares of Series C Preferred
Stock receive securities of a successor person or entity with substantially identical rights as those
of Series C Preferred Stock, taking into account that, upon the occurrence of an Event, the Company may not be the surviving entity, or (y) if holders of Series C Preferred Stock shall receive the $25.00 liquidation preference per share of Series C Preferred Stock, plus an amount equal to all accrued and unpaid dividends to, but not including, the date of such Event (other than any declared dividends having a Series C Record Date before the date of such Event and a Series C Payment Date after the date of
such Event, which shall be paid as provided in Section 3 above), pursuant to the occurrence of any Event.

c.Notwithstanding the foregoing, holders of any Parity Preferred shall not be entitled to vote together as a single class with holders of Series C Preferred Stock on any amendment, alteration, repeal or other change to any provision of the Charter, including the terms of the Series C Preferred Stock, unless such action affects holders of Series C Preferred Stock and such Parity Preferred equally. On any matter in which the Series C Preferred Stock may vote, each share of Series C Preferred Stock shall entitle the holder thereof to cast one vote, except that, in class votes, or in determining the percentage of outstanding shares, when voting together as a single class, with shares of one or more class or series of Parity




Preferred, shares of different classes and series shall vote, or such determination shall be made, in proportion to the liquidation preference of such shares.

a.The foregoing voting provisions of this Section 9 shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series C Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption, in each case, in accordance with the provisions hereof.

b.Except as expressly stated herein, the Series C Preferred Stock shall not have any relative, participating, optional or other special voting rights and powers and the consent of the holders thereof shall not be required for the taking of any corporate action, including, without limitation, any merger, conversion or consolidation of the Company or a sale of all or substantially all of the assets of
the Company, irrespective of the effect that such merger, conversion or consolidation or sale may have upon the rights, preferences, privileges or voting power of holders of Series C Preferred Stock.

Section 10.
Information Rights.

During any period in which the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series C Preferred Stock are outstanding,
the Company will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series C Preferred Stock, as their names and addresses appear in the Company’s record books and without cost to such holders, copies of the annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Company would have been required to file with the Securities and Exchange Commission (the “Commission”), pursuant to Section 13 or Section 15(d) of the Exchange Act if the Company were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Company would have been required to file these reports with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act and (ii) within 15 days following written request, supply copies of these reports to any prospective holder of Series C Preferred Stock.

Section 11.
Conversion.

The Series C Preferred Stock shall not be convertible into any other property or securities of
the Company or any other entity, except in accordance with Section 8 hereof and Article V of the Charter.

Section 12.
Ranking.
In respect of rights to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the Series C Preferred Stock shall rank (i) senior to Common Stock, Series B Preferred Stock and all other equity securities issued by the Company, the terms of which expressly provide that such securities rank junior to the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up; (ii) on parity with Series A Preferred Stock and all equity securities issued by the Company, the terms of which expressly provide that such securities rank on parity with the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up; and (iii) junior to all equity securities issued by the Company, the terms of which expressly provide that such securities rank senior to the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up. All the Series C Preferred Stock shall rank equally with one another and shall be identical in all respects.




Section 13.
Restrictions on Transfer and Ownership of Stock of the Series C Preferred Stock.

The Series C Preferred Stock is subject to the terms and conditions (including any applicable exceptions and exemptions) of Article V of the Charter.

Section 14.
Status of Acquired Shares of Series C Preferred Stock.

All shares of Series C Preferred Stock which shall have been issued and reacquired in any manner by the Company shall be returned to the status of authorized but unissued preferred stock, and may thereafter be classified, reclassified or issued as any series or class of preferred stock.

Section 15.
Record Holders.

The Company may deem and treat the record holder of any share of Series C Preferred Stock as the true and lawful owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. Except as may be otherwise provided by the Board of Directors (and except in connection with a global certificate held by a securities depositary), holders of Series C Preferred Stock are not entitled to certificates representing the Series C Preferred Stock held by them.

Section 16.
Sinking Fund.

The Series C Preferred Stock shall not be entitled to the benefits of any retirement or sinking
fund.

Section 17.
Physical Certificate Request.

Shares of Series C Preferred Stock shall be eligible for the Direct Registration System service offered by DTC and may be represented in the form of uncertificated or certificated shares, provided, however, that any holder of certificated shares of Series C Preferred Stock and, upon request, every holder of uncertificated shares of Series C Preferred Stock, shall be entitled to have a certificate for shares of Series C Preferred Stock signed by, or in the name of, the Company certifying the number of shares owned by such holder.

Section 18.
Exclusion of Other Rights.

The Series C Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set forth in the Charter, including the terms of the Series C Preferred Stock.

Section 19.
Headings of Subdivisions.

The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.




Section 20.
Severability of Provisions.

If any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series C Preferred Stock set forth in the Charter, including the terms of the Series C Preferred Stock, are invalid,unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Series C Preferred Stock set forth in
the Charter (including the terms of the Series C Preferred Stock) which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series C Preferred
Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.






EXHIBIT 4.12
DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

The following is a description of securities of American Finance Trust, Inc. registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2020 and certain provisions of the Maryland General Corporation Law (the “MGCL”), our charter and our bylaws. The description is a summary, does not purport to be complete and is subject to and qualified in its entirety by reference to Maryland law and to our charter (including any applicable articles supplementary classifying a class or series of preferred stock) and bylaws, copies of which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and are incorporated by reference herein.

As used herein, the terms “Company,” “we,” “our” and “us” refer to American Finance Trust, Inc., a Maryland corporation.

General

Our charter authorizes us to issue a total of 350,000,000 shares of capital stock, consisting of 300,000,000 shares of Class A common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value
$0.01 per share. As of December 31, 2020, we had the following stock issued and outstanding: (i) 108,837,209 shares of Class A common stock, (ii) 7,842,008 shares of 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), and (iii) 3,535,700 shares of 7.50% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”). No shares of Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), of the Company are issued and outstanding.

Our board of directors, with the approval of a majority of the entire board of directors and without any action taken by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of our authorized shares of stock or the number of shares of stock of any class or series that we have authority to issue. Under Maryland law, stockholders are not generally liable for our debts or obligations solely as a result of their status as stockholders.

The transfer agent and registrar for our Class A common stock, Series A Preferred Stock and Series C Preferred Stock is Computershare Trust Company, N.A., which also serves as the rights agent for the rights to purchase from the Company one one-thousandth of a share of Series B Preferred Stock that are attached to all shares of our Class A common stock (the “Rights”).

Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “AFIN,” our Series A Preferred Stock is listed on the Nasdaq under the symbol “AFINP,” and our Series C Preferred Stock is listed on the Nasdaq under the symbol “AFINO.” The Rights have been approved for listing on Nasdaq.

Common Stock

Subject to the preferential rights, if any, of holders of any other class or series of our stock and to the provisions of our charter relating to the restrictions on ownership and transfer of our stock, the holders of our Class A common stock:

have the right to receive ratably any distributions from funds legally available therefor, when, as and if authorized by our board of directors and declared by us; and

are entitled to share ratably in all of our assets available for distribution to holders of our Class A common stock upon liquidation, dissolution or winding up of our affairs.










Upon issuance for full payment therefor, all common stock issued by us will be fully paid and
non-assessable. There are no redemption, sinking fund, conversion or preemptive rights with respect to the shares of our Class A common stock. Holders of our Class A common stock generally will have no appraisal rights.

Subject to the provisions of our charter relating to the restrictions on ownership and transfer of our stock and except as may otherwise be provided in the charter, holders of our Class A common stock are entitled to one vote per share on all matters on which holders of our Class A common stock are entitled to vote at all meetings of our stockholders. The holders of our Class A common stock do not have cumulative voting rights.

Holders of shares of our Class A common stock are entitled to vote for the election of directors.

Preferred Stock

General

Under our charter, our board of directors, without stockholder approval, is authorized to provide for the issuance of shares of preferred stock in one or more classes or series, to establish the number of shares in each class or series and to fix the terms thereof. Our board of directors could authorize the issuance of additional shares of preferred stock with terms and conditions that could have the effect of discouraging a takeover or other transaction that holders of Class A common stock might believe to be in their best interests or in which holders of some, or a majority, of the shares of Class A common stock might receive a premium for their shares over the then market price of such shares of Class A common stock.

Some of the rights, preferences, privileges and restrictions of the shares of preferred stock of a class or series may include the following:

distribution rights;

conversion rights;

voting rights;

redemption rights and terms of redemptions; and

liquidation preferences.

Series A Preferred Stock

As of December 31, 2020, 12,796,000 shares of preferred stock were classified and designated as Series A Preferred Stock pursuant to our charter.

Ranking

The Series A Preferred Stock ranks, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding-up:

senior to our Class A common stock and Series B Preferred Stock and to all other equity securities ranking junior to the Series A Preferred Stock;

on parity with the Series C Preferred Stock and all other equity securities ranking on parity with the Series A Preferred Stock; and

junior to any class or series of equity securities ranking senior to the Series A Preferred Stock.

2



The authorization or issuance of equity securities ranking senior to the Series A Preferred Stock would require the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock and of any other similarly-affected classes and series of preferred stock ranking on parity with the Series A Preferred Stock and upon which like voting rights have been conferred and are exercisable, including the Series C Preferred Stock. Any convertible debt securities that we may issue will not be considered to be “equity securities” for these purposes prior to the time of conversion. The Series A Preferred Stock ranks junior to all our existing and future indebtedness. The terms of the Series A Preferred Stock do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that rank junior to or on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up.

Dividends

Holders of Series A Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by us, out of funds legally available for the payment of dividends, cumulative cash dividends in the amount of  $1.8750 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends are payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day, for each quarterly period commencing on and including the 1st day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding dividend period to all holders of record on the applicable record date, when and as authorized by our board of directors and declared by us. Holders of record of all shares of Series A Preferred Stock issued and outstanding on the record date fixed by our board of directors for any dividend will be entitled to receive the full dividend paid on the applicable dividend payment date even if such shares were not issued and outstanding for the full dividend period.

Any dividend, including any dividend payable on the Series A Preferred Stock for any partial dividend period, is computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends are payable to holders of record of Series A Preferred Stock as they appear in the transfer agent’s records at the close of business on the applicable record date, which will be the date that our board of directors sets as the record date for the payment of a dividend that is not more than 30 nor fewer than 10 days prior to the applicable dividend payment date.

Our board of directors will not authorize, and we will not pay or declare and set apart for payment, any dividend on the Series A Preferred Stock at any time that:

the terms and conditions of any of our agreements, including our credit facility or any other agreement relating to our indebtedness, prohibit the authorization, payment or setting apart for payment;
the terms and conditions of any of our agreements, including our credit facility or any other agreement relating to our indebtedness, provide that the authorization, payment or setting apart for payment would constitute a breach of, or a default under, the agreement; or
the law restricts or prohibits the authorization, payment or setting apart for payment.
Notwithstanding the foregoing, dividends on the Series A Preferred Stock accrue whether or not the dividends are authorized by our board of directors and declared by us.
Accrued and unpaid dividends on the Series A Preferred Stock do not bear interest.
We will not pay or declare and set apart for payment any dividends (other than a dividend paid in Class A common stock or other stock ranking junior to the Series A Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up) or declare or make any distribution of cash or other property on Class A common stock, Series B Preferred Stock or other stock that ranks junior to or on parity with the Series A Preferred Stock or otherwise acquire Class A common stock, Series B Preferred Stock or other stock that ranks junior to or on parity with the Series A Preferred Stock (except (i) by conversion into or exchange for Class A common stock, Series B Preferred Stock or other stock ranking junior to the Series A

3



Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, (ii) for the redemption of shares of our stock pursuant to the provisions of our charter relating to the restrictions upon ownership and transfer of our equity securities and (iii) for a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock and any other stock that ranks on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up), unless we also have either paid or declared and set apart for payment full cumulative dividends on the Series A Preferred Stock for all past dividend periods.

Notwithstanding the foregoing, if we do not either pay or declare and set apart for payment full cumulative dividends on the Series A Preferred Stock and all stock that ranks on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividends, the amount which we have declared will be allocated pro rata to the holders of Series A Preferred Stock and to each equally ranked class or series of stock, including the Series C Preferred Stock, so that the amount declared for each share of Series A Preferred Stock and for each share of each equally ranked class or series of stock, including the Series C Preferred Stock, is proportionate to the accrued and unpaid dividends on those shares. Any dividend payment made on the Series A Preferred Stock will first be credited against the earliest accrued and unpaid dividend.

If, for any taxable year, we elect to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code of 1986, as amended (the “Code”), a portion (the “Capital Gains Amount”) of the dividends not in excess of our earnings and profits that are paid or made available for the year to the holders of all classes or series of stock outstanding (the “Total Dividends”), then the portion of the Capital Gains Amount that will be allocable to the holders of Series A Preferred Stock will be in the same proportion that the Total Dividends paid or made available to the holders of Series A Preferred Stock for the taxable year bears to the Total Dividends for the taxable year made with respect to all classes or series of stock outstanding.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Series A Preferred Stock are entitled to be paid out of our assets legally available for distribution to our stockholders a liquidation preference of  $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including, the date of payment, before any distribution or payment may be made to holders of Class A common stock, Series B Preferred Stock or any other class or series of our equity stock ranking junior to the Series A Preferred Stock with respect to liquidation rights. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of each other class or series of stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to liquidation rights, then the holders of Series A Preferred Stock and any other class or series of stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to liquidation rights will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series A Preferred Stock are entitled to written notice of any voluntary or involuntary liquidation, dissolution or winding up at least 20 days before the payment date of the liquidating distribution. After the holders of Series A Preferred Stock have received the full amount of the liquidating distributions to which they are entitled, they will have no right or claim to any of our remaining assets.

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of Series A Preferred Stock will not be added to the Company’s total liabilities.

Our consolidation, conversion or merger with or into any other person or entity or the sale, lease, transfer or conveyance of all or substantially all of our property or business, whether in connection with a Change of Control (as defined below) or otherwise, will not be deemed to constitute our liquidation, dissolution or winding up.
4



Optional Redemption

The Series A Preferred Stock is not redeemable prior to March 26, 2024, except in the circumstances described in this section, in the section below titled “Special Optional Redemption,” or pursuant to certain provisions of our charter. See “ - Restrictions on Transfer and Ownership of Stock” below.

Notwithstanding any other provision relating to redemption or repurchase of the Series A Preferred Stock, we may redeem any or all of the Series A Preferred Stock at any time, whether before or after March 26, 2024, at a redemption price of  $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), pursuant to the restrictions on ownership and transfer of our equity securities set forth in our charter or if our board of directors otherwise determines that redemption is necessary for us to preserve our status as a real estate investment trust for federal income tax purposes (“REIT”).

On and after March 26, 2024, the Series A Preferred Stock may be redeemed at our option, in whole or in part, at any time or from time to time, at a redemption price of  $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend will be included in the redemption price), without interest, upon the giving of notice, as provided below.

If less than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the shares to be redeemed will be determined pro rata (as nearly as may be practicable without creating fractional shares) or by lot. If the redemption is to be by lot, and if as a result of the redemption any holder of Series A Preferred Stock would own, or be deemed by virtue of certain attribution provisions of the Code to own, in excess of 9.8% in value of our
issued and outstanding equity securities (which includes the Series A Preferred Stock) or 9.8% in value or number of shares (whichever is more restrictive) of any class or series of our issued and outstanding equity securities or violate any of the other restrictions on ownership and transfer of our equity securities set forth in our charter, then, except in certain instances, we will redeem the requisite number of shares of Series A Preferred Stock of that holder so that the holder will not own or be deemed by virtue of certain attribution provisions of the Code to own, subsequent to the redemption, in excess of 9.8% in value of our issued and outstanding equity securities or 9.8% in value or number of shares (whichever is more restrictive) of any class or series of our issued and outstanding equity securities or violate any of the other restrictions on ownership and transfer set forth in our charter.

We will mail to record holders of the Series A Preferred Stock, a notice of redemption no less than 30 days nor more than 60 days prior to the redemption date. We will send the notice to the record holder’s address, as shown on our share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series A Preferred Stock except as to shares held by any holder to whom notice was defective or not given. Each notice will state the following:

the redemption date;

the redemption price;

the total number of shares of Series A Preferred Stock to be redeemed (and, if less than all the shares held by any holder are to be redeemed, the number of shares to be redeemed from the holder);

the place or places where the shares of Series A Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing the shares (duly endorsed for transfer) and any other documents we require in connection with redemption; and

that dividends on the Series A Preferred Stock will cease to accrue on the redemption date.

Unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, no shares of Series A Preferred Stock may be redeemed unless all outstanding shares of Series A
5



Preferred Stock are simultaneously redeemed. In addition, unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, we will not purchase or otherwise acquire directly or indirectly any Series A Preferred Stock (except (i) by exchange for our equity securities ranking junior to the Series A Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, (ii) pursuant to the provisions of our charter relating to restrictions on ownership and transfer of our equity securities and (iii) pursuant to a purchase or exchange offer made on the same terms to the holders of all outstanding shares of Series A Preferred Stock and any other stock that ranks on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up). So long as no dividends on Series A Preferred Stock for any past dividend period are in arrears, we are entitled at any time and from time to time to repurchase Series A Preferred Stock in open-market transactions duly authorized by our board of directors and effected in compliance with applicable laws and these requirements will not prevent our purchase or acquisition of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Stock and any other stock that ranks on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up or our redemption of Series A Preferred Stock pursuant to the provisions of our charter relating to the restrictions on ownership and transfer of our equity securities.

Special Optional Redemption

During any period of time (whether before or after March 26, 2024) that both (i) the Series A Preferred Stock is not listed on the New York Stock Exchange (the “NYSE”), the NYSE American LLC or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, NYSE American LLC or Nasdaq, and (ii) we are not subject to the reporting requirements of the Exchange Act, but any shares of Series A Preferred Stock are outstanding (a “Delisting Event”), we have the option to redeem the outstanding Series A Preferred Stock, in whole but not in part, within 90 days after the occurrence of the Delisting Event, for a redemption price of  $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price), upon the giving of notice, as provided below.

In addition, upon the occurrence of a Change of Control, we may, at our option, redeem the Series A Preferred Stock, in whole but not in part, within 120 days after the first date on which the Change of Control occurred, by paying $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price). If, prior to the Delisting Event Conversion Date or Change of Control Conversion Date (each as defined below), as applicable, we provide notice of redemption with respect to the Series A Preferred Stock (whether pursuant to our optional redemption right or our special optional redemption rights), holders of Series A Preferred Stock will not have the conversion right described below under “—Conversion Rights.”

Notwithstanding the foregoing, we will not have the right to redeem the Series A Preferred Stock upon any Delisting Event occurring in connection with a transaction set forth in the first bullet point of the definition of Change of Control unless the Delisting Event also constitutes a Change of Control wherein following the closing of any such transaction, neither we nor the acquiring or surviving entity, or a parent of us or the acquiring or surviving entity, has a class of common equity securities listed on the NYSE, the NYSE American LLC or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, NYSE American LLC or Nasdaq.

We will mail record holders of Series A Preferred Stock, a notice of redemption no less than 30 days nor more than 60 days prior to the redemption date. We will send the notice to the record holder’s address, as shown on our share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing with not affect the validity of the redemption of any Series A Preferred Stock except as to the holder to whom notice was defective or not given. Each notice will state the following:
6



the redemption date;

the redemption price;

the total number of shares of Series A Preferred Stock to be redeemed;

the place or places where the shares of Series A Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing the shares (duly endorsed for transfer) and any other documents we require in connection with the redemption;

that the Series A Preferred Stock is being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Change of Control or a Delisting Event, as applicable, and a brief description of the transaction or transactions constituting the Change of Control or Delisting Event, as applicable;

that holders of Series A Preferred Stock to which the notice relates will not be able to tender the Series A Preferred Stock for conversion in connection with the Delisting Event or Change of Control, as applicable, and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and

that dividends on the Series A Preferred Stock to be redeemed will cease to accrue on the redemption date.

A “Change of Control” occurs when, after the original issuance of the Series A Preferred Stock, the following have occurred and are continuing:

the acquisition by any person, including any syndicate or group deemed to be a “person” under
Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger, conversion or other acquisition transaction or series of purchases, mergers, conversions or other acquisition transactions, of shares of our stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of our stock entitled to vote generally in the election of directors (except that the person will be deemed to have beneficial ownership of all securities that the person has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity, or a parent of the Company or the acquiring or surviving entity, has a class of common equity securities listed on the NYSE, the NYSE American LLC or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, NYSE American LLC or Nasdaq.

Additional Provisions Relating to Optional Redemption and Special Optional Redemption

If  (i) we have given a notice of redemption, (ii) we have set apart sufficient funds for the redemption of the shares of Series A Preferred Stock called for redemption and (iii) irrevocable instructions have been given to pay the redemption price and an amount equal to all accrued and unpaid dividends to, but not including, the redemption date, then from and after the redemption date, those shares of Series A Preferred Stock so called for redemption will no longer be outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate, except the right to receive the redemption price, without interest. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and an amount equal to any accrued and unpaid dividends payable upon redemption, without interest.

The holders of Series A Preferred Stock at the close of business on a dividend record date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding dividend payment

7



date notwithstanding the redemption of the Series A Preferred Stock between the record date and the corresponding dividend payment date.

All shares of Series A Preferred Stock that we redeem or reacquire in any manner will return to the status of authorized but unissued shares of preferred stock, without further designation as to series or class and may thereafter be classified, reclassified or issued as any series or class of preferred stock.

Conversion Rights

Upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of Series A Preferred Stock has the right, unless, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we have provided or provide notice of our election to redeem the shares of Series A Preferred Stock as described under “—Optional Redemption” or “—Special Optional Redemption,” to convert some of or all the shares of Series A Preferred Stock held by the holder (the “Delisting Event Conversion Right” or “Change of Control Conversion Right,” as applicable) on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, into a number of shares of Class A common stock per share of Series A Preferred Stock (the “Common Stock Conversion Consideration”) equal to the lesser of:

the quotient of  (i) the sum of the $25.00 liquidation preference per share of Series A Preferred Stock to be converted plus an amount equal to all dividends accrued and unpaid (whether or not declared) on the Series A Preferred Stock to, but not including, the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable (unless the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in this sum), divided by (ii) the Common Stock Price; and

4.4924 (the “Share Cap”).

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Class A common stock dividend), subdivisions or combinations (in each case, a “Stock Split”) with respect to shares of our Class A common stock as follows: the adjusted Share Cap as the result of a Stock Split will be the number of shares of our Class A common stock that is equivalent to the product of  (i) the Share Cap in effect immediately prior to the Stock Split, multiplied by (ii) a fraction, the numerator of which is the number of shares of our Class A common stock outstanding after giving effect to the Stock Split and the denominator of which is the number of shares of our Class A common stock outstanding immediately prior to the Stock Split.

If a Delisting Event or a Change of Control occurs, pursuant to or in connection with which shares of our Class A common stock will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock will receive upon conversion of the shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which the holder would have owned or been entitled to receive had the holder held a number of shares of our Class A common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Delisting Event or Change of Control, as applicable (the “Alternative Conversion Consideration,” and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Delisting Event or a Change of Control, is referred to as the “Conversion Consideration”).

If the holders of shares of our Class A common stock have the opportunity to elect the form of consideration to be received in connection with the Delisting Event or Change of Control, the Conversion Consideration that holders of Series A Preferred Stock will receive will be the form of consideration elected by the holders of a plurality of the shares of Class A common stock held by stockholders who participate in the election and will be subject to any limitations to which all holders of shares of Class A common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Delisting Event or Change of Control, as applicable.

8



We will not issue fractional shares of Class A common stock upon the conversion of the Series A Preferred Stock. Instead, we will pay the cash value of any fractional shares based on the Common Stock Price.

Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, unless we have then provided notice of our election to redeem the shares of Series A Preferred Stock as described under “—Optional Redemption” or “—Special Optional Redemption,” we will provide to holders of record of outstanding shares of Series A Preferred Stock a notice of occurrence of the Delisting Event or Change of Control that describes the resulting Delisting Event Conversion Right or Change of Control Conversion Right, as applicable. A failure to give notice of conversion or any defect in the notice or in its mailing will not affect the validity of the proceedings for the conversion of any Series A Preferred Stock except as to the holder to whom this notice was defective or not given. This notice will state the following:

the events constituting the Delisting Event or Change of Control, as applicable;

the date of the Delisting Event or Change of Control, as applicable;

the last date on which the holders of shares of Series A Preferred Stock may exercise their Delisting Event Conversion Right or Change of Control Conversion Right, as applicable;

the method and period for calculating the Common Stock Price;

the “Delisting Event Conversion Date” or “Change of Control Conversion Date,” as applicable, which will be a business day fixed by our board of directors that is not fewer than 20 and not more than 35 days following the date of the notice;

that if, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we provide notice of our election to redeem all or any portion of the shares of Series A Preferred Stock, holders of the Series A Preferred Stock will not be able to convert the shares of Series A Preferred Stock so called for redemption and the shares of Series A Preferred Stock will be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable;

if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series A Preferred Stock;

the name and address of the paying agent and the conversion agent; and

the procedures that the holders of shares of Series A Preferred Stock must follow to exercise the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable.

We will issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, another news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in the notice, and post the notice on our website, in any event prior to the opening of business on the first business day following any date on which we provide the notice described above to the holders of record of Series A Preferred Stock.

To exercise the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, a holder of record of Series A Preferred Stock will be required to deliver, on or before the close of business on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, the certificates, if any, representing any certificated shares of Series A Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents we reasonably require in connection with the conversion, to our conversion agent. The conversion notice must state:

the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and
9



the number of shares of Series A Preferred Stock to be converted.

The “Common Stock Price” for any Change of Control will be (i) if the consideration to be received in the Change of Control by holders of shares of our Class A common stock is solely cash, the amount of cash consideration per share of Class A common stock, and (ii) if the consideration to be received in the Change of Control by holders of shares of our Class A common stock is other than solely cash, the average of the closing price per share of our Class A common stock on the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control. The “Common Stock Price” for any Delisting Event will be the average of the closing price per share of our Class A common stock on the 10 consecutive trading days immediately preceding, but not including, the effective date of the Delisting Event.

Holders of Series A Preferred Stock may withdraw any notice of exercise of a Delisting Event Conversion Right or a Change of Control Conversion Right, as applicable, (in whole or in part) by a written notice of withdrawal delivered to our conversion agent prior to the close of business on the business day prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable. The notice of withdrawal must state:

the number of withdrawn shares of Series A Preferred Stock;

if certificated shares of Series A Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn certificated shares of Series A Preferred Stock; and

the number of shares of Series A Preferred Stock, if any, which remain subject to the conversion notice.

Notwithstanding the foregoing, if the Series A Preferred Stock is held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of DTC.

Shares of Series A Preferred Stock as to which the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration on the applicable Delisting Event Conversion Date or Change of Control Conversion Date, unless prior thereto we provide notice of our election to redeem those shares of Series A Preferred Stock, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem shares of Series A Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, the shares of Series A Preferred Stock will not be so converted and the holders of the shares will be entitled to receive on the applicable redemption date the redemption price for the shares.

We will deliver amounts owing upon conversion no later than the third business day following the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable.

In connection with the exercise of any Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, we will be required to comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series A Preferred Stock into shares of Class A common stock. Notwithstanding any other provision of the Series A Preferred Stock, no holder of Series A Preferred Stock will be entitled to convert shares of Series A Preferred Stock for shares of our Class A common stock to the extent that receipt of the shares of Class A common stock would cause the holder (or any other person) to violate the restrictions on ownership and transfer of our equity securities contained in our charter. See “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws— Restrictions on Transfer and Ownership of Stock” below.

These Change of Control conversion and redemption features may make it more difficult for or discourage a party from pursuing a takeover or other transaction that holders of Class A common stock might believe to be in their best interests or in which holders of some, or a majority, of the shares of Class A common stock might receive a premium for their shares over the then market price of such shares of Class A common stock.

10



Except as provided above in connection with a Delisting Event or a Change of Control, the Series A Preferred Stock is not convertible into or exchangeable for any other property or securities.

Voting Rights

Except as described below, holders of Series A Preferred Stock have no voting rights. On any matter in which the Series A Preferred Stock may vote (as expressly provided in our charter), each share of Series A Preferred Stock entitles the holder thereof to cast one vote, except that, when voting together as a single class with shares of any other class or series of voting preferred stock, shares of different classes or series will vote in proportion to the liquidation preference of the shares.

Holders of the Series A Preferred Stock will have the right to vote whenever dividends on the Series A Preferred Stock are in arrears, whether or not declared, for six or more quarterly periods, whether or not these quarterly periods are consecutive. In this case, holders of Series A Preferred Stock and any other class or series of preferred stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable, which we refer to as “voting preferred stock,” and with which the holders of Series A Preferred Stock will be entitled to vote together as a single class, will have the exclusive power, voting together as a single class, to elect, at any special meeting called by our secretary at the written request of holders of record of at least 10% of the outstanding shares of Series A Preferred Stock and any other class or series of voting preferred stock (unless the request is received more than 45 days and less than 90 days before our next annual meeting of stockholders at which the vote would occur) and at each subsequent annual meeting of stockholders, two additional directors to serve on our board of directors. The right of holders of Series A Preferred Stock to vote in the election of directors will terminate when all dividends accrued and unpaid on the outstanding shares of Series A Preferred Stock for all past dividend periods and the then-current dividend period have been fully paid. Unless the number of our directors has previously been increased pursuant to the terms of any other class or series of voting preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class in the election of directors, the number of our directors will automatically increase by two at the time as holders of Series A Preferred Stock become entitled to vote in the election of two additional directors. Unless shares of voting preferred stock remain outstanding and entitled to vote in the election of directors, the term of office of these directors will terminate, and the number of our directors will automatically decrease by two, when all dividends accrued and unpaid for all past dividend periods and the then-current dividend period on the Series A Preferred Stock have been fully paid. If the right of holders of Series A Preferred Stock to elect the two additional directors terminates after the record date for determining holders of shares of Series A Preferred Stock entitled to vote in any election of directors but before the closing of the polls in the election, holders of Series A Preferred Stock outstanding as of the applicable record date will not be entitled to vote in the election of directors. The right of the holders of Series A Preferred Stock to elect the additional directors will again vest if and whenever dividends are in arrears for six quarterly periods, as described above. In no event will the holders of Series A Preferred Stock be entitled to nominate or elect an individual as a director, and no individual will be qualified to be nominated for election or to serve as a director, if the individual’s service as a director would cause us to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of our stock is listed or otherwise conflict with our charter or bylaws.

The additional directors will be elected by a plurality of the votes cast in the election of directors, and each of these directors will serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies, or until the director’s term of office terminates as described above. Any director elected by the holders of Series A Preferred Stock and any other class or series of voting preferred stock, voting together as a single class, may be removed, with or without cause, only by a vote of the holders of a majority of the outstanding shares of Series A Preferred Stock and all classes or series of voting preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class in the election of directors. At any time that the holders of Series A Preferred Stock are entitled to vote in the election of the two additional directors, holders of Series A Preferred Stock will be entitled to vote in the election of a successor to fill any vacancy on our board of directors that results from the removal of the director.
At any time that holders of Series A Preferred Stock, and any other class or series of voting preferred stock with which the holders of Series A Preferred Stock will be entitled to vote as a single class in the election of
11



directors, have the right to elect two additional directors as described above but these directors have not been elected, our secretary must call a special meeting for the purpose of electing the additional directors upon the written request of the holders of record of 10% of the outstanding shares of Series A Preferred Stock and any other class or series of voting preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class with respect to the election of directors, unless the request is received more than 45 days and less than 90 days before the date fixed for the next annual meeting of our stockholders at which the vote would occur, in which case, the additional directors may be elected either at the annual meeting or at a separate special meeting of our stockholders at our discretion.

So long as any shares of Series A Preferred Stock are outstanding, the approval of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock and of any equally-affected class or series of voting preferred stock, including the Series C Preferred Stock, with which the holders of Series A Preferred Stock are entitled to vote (voting together as a single class), is required to authorize (a) any amendment, alteration, repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series A Preferred Stock (whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or otherwise), that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock, or (b) the creation, issuance or increase in the authorized number of shares of any class or series of stock ranking senior to the Series A Preferred Stock (or any equity securities convertible into or exchangeable for any such shares) with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up. Notwithstanding the foregoing, holders of voting preferred stock will not be entitled to vote together as a class with the holders of Series A Preferred Stock on any amendment, alteration, repeal or other change to any provision of our charter unless the action affects the holders of Series A Preferred Stock and the voting preferred stock equally.

The following actions will not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock:

any increase or decrease in the number of authorized shares of Class A common stock, Series B Preferred Stock or preferred stock of any other class or series or the classification or reclassification of any unissued shares, or the creation or issuance of equity securities, of any class or series ranking, junior to or on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up;

any amendment, alteration or repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series A Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or other business combination, whether or not we are the surviving entity, if the Series A Preferred Stock (or stock into which the Series A Preferred Stock has been converted in any successor person or entity to us) remains outstanding with the terms thereof unchanged in all material respects or is exchanged for stock of the successor person or entity with substantially identical rights; or

any amendment, alteration or repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series A Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or other business combination, if the holders of Series A Preferred Stock receive the $25.00 liquidation preference per share of Series A Preferred Stock, plus an amount equal to accrued and unpaid dividends to, but not including, the date of the event.

The voting provisions above will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, we have redeemed or called for redemption all outstanding shares of Series A Preferred Stock.

12



No Maturity, Sinking Fund or Mandatory Redemption

The Series A Preferred Stock has no stated maturity date and is not subject to any sinking fund or mandatory redemption provisions.

Summary of Restrictions on Transfer and Ownership of Stock

Our charter contains restrictions on the ownership and transfer of shares of our Class A common stock and other outstanding shares of stock, including the Series A Preferred Stock. The relevant sections of our charter provide that, subject to certain exceptions, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% in value of the aggregate of the outstanding shares of our capital stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our capital stock. For further information regarding the restrictions on ownership and transfer of the Series A Preferred Stock, see “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws— Restrictions on Transfer and Ownership of Stock” below.

Conversion

The Series A Preferred Stock is not convertible into any other property or securities, except as provided under “—Conversion Rights.”

Information Rights

During any period in which we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series A Preferred Stock are outstanding, we will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series A Preferred Stock as their names and addresses appear in our record books and without cost to the holders, copies of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which we would have been required to file these reports with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act and (ii) within 15 days following written request, supply copies of these reports to any prospective holder of Series A Preferred Stock.

Preemptive Rights

No holders of Series A Preferred Stock will, as a result of his, her or its status as such holder, have any preemptive rights to purchase or subscribe for shares of our Class A common stock or any of our other securities.

Series B Preferred Stock

As of December 31, 2020, 120,000 shares of preferred stock were classified and designated as Series B Preferred Stock pursuant to our charter.

As described in more detail below under “—Preferred Stock Purchase Rights,” each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Preferred Stock at a price of $35.00 per one one-thousandth of a share of Series B Preferred Stock represented by a Right, subject to adjustment. Each one-thousandth of a share of Series B Preferred Stock will entitle the holder thereof to the same dividends and liquidation rights as if the holder held one share of our Class A common stock and will be treated the same as a share of our Class A common stock in the event of a merger, consolidation or other share exchange.

Series C Preferred Stock

As of December 31, 2020, 11,536,000 shares of preferred stock were classified and designated as Series C Preferred Stock pursuant to our charter.

13



Ranking

The Series C Preferred Stock ranks, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding-up:

senior to our Class A common stock and Series B Preferred Stock and to all other equity securities ranking junior to the Series C Preferred Stock;

on parity with the Series A Preferred Stock and all other equity securities ranking on parity with the Series C Preferred Stock; and

junior to any class or series of equity securities ranking senior to the Series C Preferred Stock.

The authorization or issuance of equity securities ranking senior to the Series C Preferred Stock would require the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series C Preferred Stock and of any other similarly-affected classes and series of preferred stock ranking on parity with the Series C Preferred Stock and upon which like voting rights have been conferred and are exercisable, including the Series A Preferred Stock. Any convertible debt securities that we may issue will not be considered to be “equity securities” for these purposes prior to the time of conversion. The Series C Preferred Stock rank junior to all our existing and future indebtedness. The terms of the Series C Preferred Stock do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that rank junior to or on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up.

Dividends

Holders of Series C Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by us, out of funds legally available for the payment of dividends, cumulative cash dividends in the amount of $1.84375 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends are payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day, for each quarterly period commencing on and including the 1st day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding dividend period to all holders of record on the applicable record date, when and as authorized by our board of directors and declared by us. The first quarterly dividend for the Series C Preferred Stock will be paid on April 15, 2021 in an amount equal to $0.53033 per share, covering the period from December 18, 2020 to March 31, 2021. Holders of record of all shares of Series C Preferred Stock issued and outstanding on the record date fixed by our board of directors for any dividend will be entitled to receive the full dividend paid on the applicable dividend payment date even if such shares were not issued and outstanding for the full dividend period.

Any dividend, including any dividend payable on the Series C Preferred Stock for any partial dividend period, is computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends are payable to holders of record of Series C Preferred Stock as they appear in the transfer agent’s records at the close of business on the applicable record date, which will be the date that our board of directors sets as the record date for the payment of a dividend that is not more than 30 nor fewer than 10 days prior to the applicable dividend payment date.
Our board of directors will not authorize, and we will not pay or declare and set apart for payment, any dividend on the Series C Preferred Stock at any time that:
the terms and conditions of any of our agreements, including our credit facility or any other agreement relating to our indebtedness, prohibit the authorization, payment or setting apart for payment;
the terms and conditions of any of our agreements, including our credit facility or any other agreement relating to our indebtedness, provide that the authorization, payment or setting apart for payment would constitute a breach of, or a default under, the agreement; or

14



the law restricts or prohibits the authorization, payment or setting apart for payment.

Notwithstanding the foregoing, dividends on the Series C Preferred Stock accrue whether or not the dividends are authorized by our board of directors and declared by us.

Accrued and unpaid dividends on the Series C Preferred Stock do not bear interest.

We will not pay or declare and set apart for payment any dividends (other than a dividend paid in Class A common stock or other stock ranking junior to the Series C Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up) or declare or make any distribution of cash or other property on Class A common stock, Series B Preferred Stock or other stock that ranks junior to or on parity with the Series C Preferred Stock, including the Series A Preferred Stock, or redeem or otherwise acquire Class A common stock, Series B Preferred Stock or other stock that ranks junior to on parity with the Series C Preferred Stock, including the Series A Preferred Stock (except (i) by conversion into or exchange for Class A common stock, Series B Preferred Stock or other stock ranking junior to the Series C Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, (ii) for the redemption of shares of our stock pursuant to the provisions of our charter relating to the restrictions upon ownership and transfer of our stock and (iii) for a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series C Preferred Stock and any other stock that ranks on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up), unless we also have either paid or declared and set apart for payment full cumulative dividends on the Series C Preferred Stock for all past dividend periods.

Notwithstanding the foregoing, if we do not either pay or declare and set apart for payment full cumulative dividends on the Series C Preferred Stock and all stock that ranks on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividends, the amount which we have declared will be allocated pro rata to the holders of Series C Preferred Stock and to each equally ranked class or series of stock, including the Series A Preferred Stock, so that the amount declared for each share of Series C Preferred Stock and for each share of each equally ranked class or series of stock, including the Series A Preferred Stock, is proportionate to the accrued and unpaid dividends on those shares. Any dividend payment made on the Series C Preferred Stock will first be credited against the earliest accrued and unpaid dividend.

If, for any taxable year, we elect to designate as “capital gain dividends” (as defined in Section 857 of the Code) a portion (the “Capital Gains Amount”) of the dividends not in excess of our earnings and profits that are paid or made available for the year to the holders of all classes or series of stock outstanding (the “Total Dividends”), then the portion of the Capital Gains Amount that will be allocable to the holders of Series C Preferred Stock will be in the same proportion that the Total Dividends paid or made available to the holders of Series C Preferred Stock for the taxable year bears to the Total Dividends for the taxable year made with respect to all classes or series of stock outstanding.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Series C Preferred Stock are entitled to be paid out of our assets legally available for distribution to our stockholders a liquidation preference of  $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including, the date of payment, before any distribution or payment may be made to holders of Class A common stock, Series B Preferred Stock or any other class or series of our equity stock ranking junior to the Series C Preferred Stock with respect to liquidation rights. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series C Preferred Stock and the corresponding amounts payable on all shares of each other class or series of stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to liquidation rights, then the holders of Series C Preferred Stock and any other class or series of stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to liquidation rights will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series C Preferred Stock are entitled to written
15



notice of any voluntary or involuntary liquidation, dissolution or winding up at least 20 days before the payment date of the liquidating distribution. After the holders of Series C Preferred Stock have received the full amount of the liquidating distributions to which they are entitled, they will have no right or claim to any of our remaining assets.

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of Series C Preferred Stock will not be added to the Company’s total liabilities.

Our consolidation, conversion or merger with or into any other person or entity or the sale, lease, transfer or conveyance of all or substantially all of our property or business, whether in connection with a Change of Control (as defined below) or otherwise, will not be deemed to constitute our liquidation, dissolution or winding up.

Optional Redemption

The Series C Preferred Stock is not redeemable prior to December 18, 2025, except in the circumstances described in this section, in the section below titled “Special Optional Redemption,” or pursuant to certain provisions of our charter. See “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws— Restrictions on Transfer and Ownership of Stock” below.

Notwithstanding any other provision relating to redemption or repurchase of the Series C Preferred Stock, we may redeem any or all of the Series C Preferred Stock at any time, whether before or after December 18, 2025, at a redemption price of  $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), pursuant to the restrictions on ownership and transfer of our stock set forth in our charter or if our board of directors otherwise determines that redemption is necessary for us to preserve our status as a REIT.

On and after December 18, 2025, the Series C Preferred Stock may be redeemed at our option, in whole or in part, at any time or from time to time, at a redemption price of  $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price), without interest, upon the giving of notice, as provided below.

If less than all of the outstanding shares of Series C Preferred Stock are to be redeemed, the shares to be redeemed will be determined pro rata (as nearly as may be practicable without creating fractional shares) or by lot. If the redemption is to be by lot, and if as a result of the redemption any holder of Series C Preferred Stock would own, or be deemed by virtue of certain attribution provisions of the Code to own, in excess of 9.8% in value of our issued and outstanding equity securities (which includes the Series C Preferred Stock) or 9.8% in value or number of shares (whichever is more restrictive) of any class or series of our issued and outstanding equity securities or violate any of the other restrictions on ownership and transfer of our stock set forth in our charter, then, except in certain instances, we will redeem the requisite number of shares of Series C Preferred Stock of that holder so that the holder will not own or be deemed by virtue of certain attribution provisions of the Code to own, subsequent to the redemption, in excess of 9.8% in value of our issued and outstanding equity securities or 9.8% in value or number of shares (whichever is more restrictive) of any class or series of our issued and outstanding equity securities or violate any of the other restrictions on ownership and transfer set forth in our charter.

We will mail to each record holder of Series C Preferred Stock, a notice of redemption no less than 30 days nor more than 60 days prior to the redemption date. We will send the notice to each record holder at the holder’s address, as shown on our share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series C Preferred Stock except as to shares held by any holder to whom notice was defective or not given. Each notice will state the following:

the redemption date;
16



the redemption price;

the total number of shares of Series C Preferred Stock to be redeemed (and, if less than all the shares held by any holder are to be redeemed, the number of shares to be redeemed from the holder);

the place or places where the shares of Series C Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing the shares (duly endorsed for transfer) and any other documents we require in connection with redemption; and

that dividends on the Series C Preferred Stock will cease to accrue on the redemption date.

Unless full cumulative dividends on all shares of Series C Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, no shares of Series C Preferred Stock may be redeemed unless all outstanding shares of Series C Preferred Stock are simultaneously redeemed. In addition, unless full cumulative dividends on all shares of Series C Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, we will not purchase or otherwise acquire directly or indirectly any Series C Preferred Stock (except (i) by exchange for our equity securities ranking junior to the Series C Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, (ii) pursuant to the provisions of our charter relating to restrictions on ownership and transfer of our stock and (iii) pursuant to a purchase or exchange offer made on the same terms to the holders of all outstanding shares of Series C Preferred Stock and any other stock that ranks on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up). So long as no dividends on Series C Preferred Stock for any past dividend period are in arrears, we are entitled at any time and from time to time to repurchase Series C Preferred Stock in open-market transactions duly authorized by our board of directors and effected in compliance with applicable laws and these requirements will not prevent our purchase or acquisition of Series C Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series C Preferred Stock and any other equity security that ranks on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up or our redemption of Series C Preferred Stock pursuant to the provisions of our charter relating to the restrictions on ownership and transfer of our stock.

Special Optional Redemption

During any period of time (whether before or after December 18, 2025) that both (i) the Series C Preferred Stock is not listed on Nasdaq, the NYSE or the NYSE American LLC, or listed or quoted on an exchange or quotation system that is a successor to Nasdaq, the NYSE or the NYSE American LLC, and (ii) we are not subject to the reporting requirements of the Exchange Act, but any shares of Series C Preferred Stock are outstanding (a “Delisting Event”), we have the option to redeem the outstanding Series C Preferred Stock, in whole but not in part, within 90 days after the occurrence of the Delisting Event, for a redemption price of  $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price), upon the giving of notice, as provided below.

In addition, upon the occurrence of a Change of Control, we may, at our option, redeem the Series C Preferred Stock, in whole but not in part, within 120 days after the first date on which the Change of Control occurred, by paying $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price). If, prior to the Delisting Event Conversion Date or Change of Control Conversion Date (each as defined below), as applicable, we provide notice of redemption with respect to the Series C Preferred Stock (whether pursuant to our optional redemption right

17



or our special optional redemption rights), holders of Series C Preferred Stock will not have the conversion right described below under “—Conversion Rights.”

Notwithstanding the foregoing, we will not have the right to redeem the Series C Preferred Stock upon any Delisting Event occurring in connection with a transaction set forth in the first bullet point of the definition of Change of Control unless the Delisting Event also constitutes a Change of Control wherein following the closing of any such transaction, neither we nor the acquiring or surviving entity, or a parent of us or the acquiring or surviving entity, has a class of common equity securities listed on Nasdaq, the NYSE or the NYSE American LLC, or listed or quoted on an exchange or quotation system that is a successor to Nasdaq, the NYSE or the NYSE American LLC.

We will mail to each record holder of Series C Preferred Stock, a notice of redemption no less than 30 days nor more than 60 days prior to the redemption date. We will send the notice to each record holder at the holder’s address, as shown on our share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing with not affect the validity of the redemption of any Series C Preferred Stock except as to the holder to whom notice was defective or not given. Each notice will state the following:

the redemption date;

the redemption price;

the total number of shares of Series C Preferred Stock to be redeemed;

the place or places where the shares of Series C Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing the shares (duly endorsed for transfer) and any other documents we require in connection with the redemption;

that the Series C Preferred Stock is being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Change of Control or a Delisting Event, as applicable, and a brief description of the transaction or transactions constituting the Change of Control or Delisting Event, as applicable;

that holders of Series C Preferred Stock to which the notice relates will not be able to tender the Series C Preferred Stock for conversion in connection with the Delisting Event or Change of Control, as applicable, and each share of Series C Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and

that dividends on the Series C Preferred Stock to be redeemed will cease to accrue on the redemption date.

A Change of Control occurs when, after the original issuance of the Series C Preferred Stock, the following have occurred and are continuing:

the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger, conversion or other acquisition transaction or series of purchases, mergers, conversions or other acquisition transactions, of shares of our stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of our stock entitled to vote generally in the election of directors (except that the person will be deemed to have beneficial ownership of all securities that the person has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity, or a parent of us or the acquiring or surviving entity, has a class of common equity

18



securities listed on Nasdaq, the NYSE or the NYSE American LLC, or listed or quoted on an exchange or quotation system that is a successor to Nasdaq, the NYSE or the NYSE American LLC.

Additional Provisions Relating to Optional Redemption and Special Optional Redemption

If   (i) we have given a notice of redemption, (ii) we have set apart sufficient funds for the redemption of the shares of Series C Preferred Stock called for redemption and (iii) irrevocable instructions have been given to pay the redemption price and an amount equal to all accrued and unpaid dividends to, but not including, the redemption date, then from and after the redemption date, those shares of Series C Preferred Stock so called for redemption will no longer be outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series C Preferred Stock will terminate, except the right to receive the redemption price, without interest. The holders of those Series C Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends payable upon redemption, without interest.

The holders of Series C Preferred Stock at the close of business on a dividend record date will be entitled to receive the dividend payable with respect to the Series C Preferred Stock on the corresponding dividend payment date notwithstanding the redemption of the Series C Preferred Stock between the record date and the corresponding dividend payment date.

All shares of Series C Preferred Stock that we redeem or reacquire in any manner will return to the status of authorized but unissued shares of preferred stock, without further designation as to series or class and may thereafter be classified, reclassified or issued as any series or class of preferred stock.

Conversion Rights

Upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of Series C Preferred Stock has the right, unless, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we have provided or provide notice of our election to redeem the shares of Series C Preferred Stock as described under “—Optional Redemption” or “—Special Optional Redemption,” to convert some of or all the shares of Series C Preferred Stock held by the holder (the “Delisting Event Conversion Right” or “Change of Control Conversion Right,” as applicable) on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, into a number of shares of Class A common stock per share of Series C Preferred Stock (the “Common Stock Conversion Consideration”) equal to the lesser of:

the quotient of  (i) the sum of the $25.00 liquidation preference per share of Series C Preferred Stock to be converted plus an amount equal to all dividends accrued and unpaid (whether or not declared) on the Series C Preferred Stock to, but not including, the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable (unless the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in this sum), divided by (ii) the Common Stock Price; and

6.605 (the “Share Cap”).

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Class A common stock dividend), subdivisions or combinations (in each case, a “Stock Split”) with respect to shares of our Class A common stock as follows: the adjusted Share Cap as the result of a Stock Split will be the number of shares of our Class A common stock that is equivalent to the product of  (i) the Share Cap in effect immediately prior to the Stock Split, multiplied by (ii) a fraction, the numerator of which is the number of shares of our Class A common stock outstanding after giving effect to the Stock Split and the denominator of which is the number of shares of our Class A common stock outstanding immediately prior to the Stock Split.

If a Delisting Event or a Change of Control occurs, pursuant to or in connection with which shares of our Class A common stock will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series C Preferred Stock will receive upon
19



conversion of the shares of Series C Preferred Stock the kind and amount of Alternative Form Consideration which the holder would have owned or been entitled to receive had the holder held a number of shares of our Class A common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Delisting Event or Change of Control, as applicable (the “Alternative Conversion Consideration,” and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Delisting Event or a Change of Control, is referred to as the “Conversion Consideration”).

If the holders of shares of our Class A common stock have the opportunity to elect the form of consideration to be received in connection with the Delisting Event or Change of Control, the Conversion Consideration that holders of Series C Preferred Stock will receive will be the form of consideration elected by the holders of a plurality of the shares of Class A common stock held by stockholders who participate in the election and will be subject to any limitations to which all holders of shares of Class A common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Delisting Event or Change of Control, as applicable.

We will not issue fractional shares of Class A common stock upon the conversion of the Series C Preferred Stock. Instead, we will pay the cash value of any fractional shares based on the Common Stock Price.

Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, unless we have then provided notice of our election to redeem the shares of Series C Preferred Stock as described under “—Optional Redemption” or “—Special Optional Redemption,” we will provide to holders of record of outstanding shares of Series C Preferred Stock a notice of occurrence of the Delisting Event or Change of Control that describes the resulting Delisting Event Conversion Right or Change of Control Conversion Right, as applicable. A failure to give notice of conversion or any defect in the notice or in its mailing will not affect the validity of the proceedings for the conversion of any Series C Preferred Stock except as to the holder to whom this notice was defective or not given. This notice will state the following:

the events constituting the Delisting Event or Change of Control, as applicable;

the date of the Delisting Event or Change of Control, as applicable;

the last date on which the holders of shares of Series C Preferred Stock may exercise their Delisting Event Conversion Right or Change of Control Conversion Right, as applicable;

the method and period for calculating the Common Stock Price;

the “Delisting Event Conversion Date” or “Change of Control Conversion Date,” as applicable, which will be a business day fixed by our board of directors that is not fewer than 20 and not more than 35 days following the date of the notice;

that if, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we provide notice of our election to redeem all or any portion of the shares of Series C Preferred Stock, holders of Series C Preferred Stock will not be able to convert the shares of Series C Preferred Stock so called for redemption and the shares of Series C Preferred Stock will be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable;

if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series C Preferred Stock;

the name and address of the paying agent and the conversion agent; and

the procedures that the holders of shares of Series C Preferred Stock must follow to exercise the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable.

20



We will issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, another news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in the notice, and post the notice on our website, in any event prior to the opening of business on the first business day following any date on which we provide the notice described above to the holders of record of Series C Preferred Stock.

To exercise the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, a holder of record of Series C Preferred Stock will be required to deliver, on or before the close of business on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, the certificates, if any, representing any certificated shares of Series C Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents we reasonably require in connection with the conversion, to our conversion agent. The conversion notice must state:

the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and

the number of shares of Series C Preferred Stock to be converted.

The “Common Stock Price” for any Change of Control will be (i) if the consideration to be received in the Change of Control by holders of shares of our Class A common stock is solely cash, the amount of cash consideration per share of Class A common stock, and (ii) if the consideration to be received in the Change of Control by holders of shares of our Class A common stock is other than solely cash, the average of the closing price per share of our Class A common stock on the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control. The “Common Stock Price” for any Delisting Event will be the average of the closing price per share of our Class A common stock on the 10 consecutive trading days immediately preceding, but not including, the effective date of the Delisting Event.

Holders of Series C Preferred Stock may withdraw any notice of exercise of a Delisting Event Conversion Right or a Change of Control Conversion Right, as applicable, (in whole or in part) by a written notice of withdrawal delivered to our conversion agent prior to the close of business on the business day prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable. The notice of withdrawal must state:

the number of withdrawn shares of Series C Preferred Stock;

if certificated shares of Series C Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn certificated shares of Series C Preferred Stock; and

the number of shares of Series C Preferred Stock, if any, which remain subject to the conversion notice.

Notwithstanding the foregoing, if the Series C Preferred Stock is held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of DTC.

Shares of Series C Preferred Stock as to which the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration on the applicable Delisting Event Conversion Date or Change of Control Conversion Date, unless prior thereto we provide notice of our election to redeem those shares of Series C Preferred Stock, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem shares of Series C Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, the shares of Series C Preferred Stock will not be so converted and the holders of the shares will be entitled to receive on the applicable redemption date the redemption price for the shares.

We will deliver amounts owing upon conversion no later than the third business day following the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable.
21



In connection with the exercise of any Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, we will be required to comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series C Preferred Stock into shares of Class A common stock. Notwithstanding any other provision of the Series C Preferred Stock, no holder of Series C Preferred Stock will be entitled to convert shares of Series C Preferred Stock for shares of our Class A common stock to the extent that receipt of the shares of Class A common stock would cause the holder (or any other person) to violate the restrictions on ownership and transfer of our stock contained in our charter. See “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws—Restrictions on Transfer and Ownership of Stock” below.

These Change of Control conversion and redemption features may make it more difficult for or discourage a party from pursuing a takeover or other transaction that holders of Class A common stock might believe to be in their best interests or in which holders of some, or a majority, of the shares of Class A common stock might receive a premium for their shares over the then market price of such shares of Class A common stock.

Except as provided above in connection with a Delisting Event or a Change of Control, the Series C Preferred Stock is not convertible into or exchangeable for any other property or securities.

Voting Rights

Except as described below, holders of Series C Preferred Stock have no voting rights. On any matter in which the Series C Preferred Stock may vote (as expressly provided in our charter), each share of Series C Preferred Stock entitles the holder thereof to cast one vote, except that, when voting together as a single class with shares of any other class or series of voting preferred stock, shares of different classes or series will vote in proportion to the liquidation preference of the shares.

Holders of the Series C Preferred Stock will have the right to vote whenever dividends on the Series C Preferred Stock are in arrears, whether or not declared, for six or more quarterly periods, whether or not these quarterly periods are consecutive. In this case, holders of Series C Preferred Stock and any other class or series of preferred stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable, which we refer to as “voting preferred stock,” and with which the holders of Series C Preferred Stock will be entitled to vote together as a single class, will have the exclusive power, voting together as a single class, to elect, at any special meeting called by our secretary at the written request of holders of record of at least 10% of the outstanding shares of Series C Preferred Stock and any other class or series of voting preferred stock (unless the request is received more than 45 days and less than 90 days before our next annual meeting of stockholders at which the vote would occur) and at each subsequent annual meeting of stockholders, two additional directors to serve on our board of directors. The right of holders of Series C Preferred Stock to vote in the election of directors will terminate when all dividends accrued and unpaid on the outstanding shares of Series C Preferred Stock for all past dividend periods and the then-current dividend period have been fully paid. Unless the number of our directors has previously been increased pursuant to the terms of any other class or series of voting preferred stock with which the holders of Series C Preferred Stock are entitled to vote together as a single class in the election of directors, the number of our directors will automatically increase by two at the time as holders of Series C Preferred Stock become entitled to vote in the election of two additional directors. Unless shares of voting preferred stock remain outstanding and entitled to vote in the election of directors, the term of office of these directors will terminate, and the number of our directors will automatically decrease by two, when all dividends accrued and unpaid for all past dividend periods and the then-current dividend period on the Series C Preferred Stock have been fully paid. If the right of holders of Series C Preferred Stock to elect the two additional directors terminates after the record date for determining holders of shares of Series C Preferred Stock entitled to vote in any election of directors but before the closing of the polls in the election, holders of Series C Preferred Stock outstanding as of the applicable record date will not be entitled to vote in the election of directors. The right of the holders of Series C Preferred Stock to elect the additional directors will again vest if and whenever dividends are in arrears for six quarterly periods, as described above. In no event will the holders of Series C Preferred Stock be entitled to nominate or elect an individual as a director, and no individual will be qualified to be nominated for election or to serve as a director, if the individual’s service as a director would cause us to fail to satisfy a
22



requirement relating to director independence of any national securities exchange on which any class or series of our stock is listed or otherwise conflict with our charter or bylaws.

The additional directors will be elected by a plurality of the votes cast in the election of directors, and each of these directors will serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies, or until the director’s term of office terminates as described above. Any director elected by the holders of Series C Preferred Stock and any other class or series of voting preferred stock, voting together as a single class, may be removed, with or without cause, only by a vote of the holders of a majority of the outstanding shares of Series C Preferred Stock and all classes or series of voting preferred stock with which the holders of Series C Preferred Stock are entitled to vote together as a single class in the election of directors. At any time that the holders of Series C Preferred Stock are entitled to vote in the election of the two additional directors, holders of Series C Preferred Stock will be entitled to vote in the election of a successor to fill any vacancy on our board of directors that results from the removal of the director.

At any time that holders of Series C Preferred Stock, and any other class or series of voting preferred stock with which the holders of Series C Preferred Stock will be entitled to vote as a single class in the election of directors, have the right to elect two additional directors as described above but these directors have not been elected, our secretary must call a special meeting for the purpose of electing the additional directors upon the written request of the holders of record of 10% of the outstanding shares of Series C Preferred Stock and any other class or series of voting preferred stock with which the holders of Series C Preferred Stock are entitled to vote together as a single class with respect to the election of directors, unless the request is received more than 45 days and less than 90 days before the date fixed for the next annual meeting of our stockholders at which the vote would occur, in which case, the additional directors may be elected either at the annual meeting or at a separate special meeting of our stockholders at our discretion.

So long as any shares of Series C Preferred Stock are outstanding, the approval of the holders of at least two-thirds of the outstanding shares of Series C Preferred Stock and of any equally-affected class or series of voting preferred stock, including the Series A Preferred Stock, with which the holders of Series C Preferred Stock are entitled to vote (voting together as a single class), is required to authorize (a) any amendment, alteration, repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series C Preferred Stock (whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or otherwise), that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock, or (b) the creation, issuance or increase in the number of authorized shares of any class or series of stock ranking senior to the Series C Preferred Stock (or any equity securities convertible into or exchangeable for any such shares) with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up. Notwithstanding the foregoing, holders of voting preferred stock will not be entitled to vote together as a class with the holders of Series C Preferred Stock on any amendment, alteration, repeal or other change to any provision of our charter unless the action affects the holders of Series C Preferred Stock and the voting preferred stock equally.

The following actions will not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock:

any increase or decrease in the number of authorized shares of Class A common stock, Series B Preferred Stock or preferred stock of any other class or series or the classification or reclassification of any unissued shares, or the creation or issuance of equity securities, of any class or series ranking, junior to or on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up;

any amendment, alteration or repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series C Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or other business combination, whether or not we are the surviving entity, if the Series C Preferred Stock (or stock into which the Series C Preferred Stock has been converted in any successor person or entity to us) remains outstanding with the

23



terms thereof unchanged in all material respects or is exchanged for stock of the successor person or entity with substantially identical rights; or

any amendment, alteration or repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series C Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or other business combination, if the holders of Series C Preferred Stock receive the $25.00 liquidation preference per share of Series C Preferred Stock, plus an amount equal to accrued and unpaid dividends to, but not including, the date of the event.

The voting provisions above will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, we have redeemed or called for redemption all outstanding shares of Series C Preferred Stock.

No Maturity, Sinking Fund or Mandatory Redemption

The Series C Preferred Stock has no stated maturity date and is not subject to any sinking fund or mandatory redemption provisions.

Summary of Restrictions on Transfer and Ownership of Stock

Our charter contains restrictions on the ownership and transfer of shares of our Class A common stock and other outstanding shares of stock, including the Series C Preferred Stock. The relevant sections of our charter provide that, subject to certain exceptions, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% in value of the aggregate of the outstanding shares of our stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our stock. For further information regarding the restrictions on ownership and transfer of the Series C Preferred Stock, see “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws— Restrictions on Transfer and Ownership of Stock” below.

Conversion

The Series C Preferred Stock is not convertible into any other property or securities, except as provided under “—Conversion Rights.”

Information Rights

During any period in which we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series C Preferred Stock are outstanding, we will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series C Preferred Stock as their names and addresses appear in our record books and without cost to the holders, copies of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which we would have been required to file these reports with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act and (ii) within 15 days following written request, supply copies of these reports to any prospective holder of Series C Preferred Stock.

Preemptive Rights

No holders of Series C Preferred Stock will, as a result of his, her or its status as such holder, have any preemptive rights to purchase or subscribe for shares of our Class A common stock or any of our other securities.

24



Preferred Stock Purchase Rights

On April 13, 2020, our board of directors authorized a dividend of one Right, payable on April 23, 2020, for each share of our Class A common stock outstanding on the close of business on April 23, 2020 to the stockholders of record on that date. Initially, the Rights are attached to all shares of our Class A common stock, and no separate certificates representing the Rights (“Right Certificates”) will be issued. Until the Distribution Date (as defined below), the Rights will be inseparable from the shares of our Class A common stock, and Company will issue one Right with each new share of our Class A common stock so that all shares of our Class A common stock will have Rights attached. Accordingly, there is one Right issued and outstanding for each issued and outstanding share of our Class A common stock.

In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of April 13, 2020, with Computershare Trust Company, N.A., as rights agent. The Company amended the Rights Agreement on February 25, 2021 solely for the purpose of extending the expiration date of the Rights. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement.

Distribution Date

On the Distribution Date, the Rights will separate and begin trading separately from the shares of our Class A common stock. As soon as practicable after the Distribution Date, unless the Rights are recorded in book-entry or another uncertificated form, the Company will prepare and cause the Right Certificates to be delivered to each record holder of shares of our Class A common stock as of the Distribution Date.

The “Distribution Date” generally means the earlier of:

the close of business on the 10th business day after the date a majority of our board of directors becomes aware (pursuant to a public announcement or otherwise) that a person or entity has become an Acquiring Person (as defined below); and

the close of business on the 10th business day (or a later day as may be designated by our board of directors before any person or entity has become an Acquiring Person) after the date of the commencement of a tender or exchange offer by the person or entity which would, if consummated, result in the person or entity becoming an Acquiring Person.

In addition, on the Distribution Date, proper provision will be made by the Company to provide each holder (other than the Company) of limited partnership units of the Company’s operating partnership, American Finance Operating Partnership, L.P. (the “OP”), designated as “Class A Units” (“OP Units”) with the number of Rights that would have been issued to the holder as if the holder had redeemed all of its OP Units for an equal number of shares of our Class A common stock pursuant to the terms and conditions of the agreement of limited partnership of the OP immediately prior to the Distribution Date.

Exercisability

The Rights will not be exercisable until the Distribution Date. After the Distribution Date, each Right will be exercisable to purchase one one-thousandth of a share of Series B Preferred Stock for $35.00 (the “Purchase Price”), subject to adjustment. This portion of a share of Series B Preferred Stock will give the holder approximately the same dividend, voting and liquidation rights as a holder of one share of our Class A common stock. Prior to exercising their Rights, holders of Rights, in that capacity have no rights as a stockholder of the Company.

Acquiring Person

An “Acquiring Person” generally means any person or entity that or which, together with its affiliates and associates, is or becomes the Beneficial Owner (as described below) of 4.9% or more of the shares of our Class A common stock then outstanding, but does not include:

25



the Company or any of its subsidiaries;

any employee benefit plan of the Company or any of its subsidiaries or the Company’s advisor, American Finance Advisors, LLC (the “Advisor”);

any entity or trustee holding our Class A common stock for or pursuant to the terms of any plan or for the purpose of funding any plan or other benefits for employees of the Company or of any of its subsidiaries or the Advisor;

any passive investor, which generally means any person or entity Beneficially Owning shares of our Class A common stock without a plan or an intent to seek control of or influence the Company;

any person or entity that our board of directors has permitted to Beneficially Own a specified percentage of 4.9% or more of our Class A common stock but only for so long as the person or entity does not acquire, without the prior approval of our board of directors, Beneficial Ownership of any additional Class A common stock above the specified percentage; and

any person or entity that would otherwise be deemed an Acquiring Person as of the date of the adoption of the Rights Agreement, but only for so long as the person or entity does not acquire, without the prior approval of our board of directors, Beneficial Ownership of any additional Class A common stock.

The Rights Agreement also provides that our board of directors may exempt any person or entity from being an Acquiring Person prior to the person or entity becoming an Acquiring Person, subject to the right of our board of directors to revoke the exemption.

Securities “Beneficial Owned” by a person or entity, together with its affiliates and associates, include:

any securities beneficially owned, directly or indirectly, within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

except under limited circumstances, securities with respect to which the person or entity, or any of its affiliates or associates, has the right to acquire or vote pursuant to any agreement, arrangement or understanding;

any securities which are Beneficially Owned, directly or indirectly, by any other person or entity with which the person or entity, or any of its affiliates or associates, has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of any voting securities of the Company, and which the person or entity, or any of its affiliates or associates, is acting in concert with towards a common goal relating to (i) acquiring, holding, voting or disposing of voting securities of the Company or (ii) changing or influencing the control of the Company; and

any securities which are the subject of, or the reference securities for, or that underlie, any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of the underlying equity increases.

Consequences of Any Person or Entity Becoming an Acquiring Person

Flip In. If any person or entity becomes an Acquiring Person (other than pursuant to a Permitted Offer or a transaction described below under “—Flip Over”), each Right will entitle the holder thereof (other than an Acquiring Person, its affiliates and associates) to purchase at the Purchase Price a number of shares of our Class A common stock having a market value of twice the Purchase Price. However, these Rights will not be exercisable until the Rights are no longer
26



redeemable by the Company as described below under “—Redemption” and are subject to the Company’s right to exchange described below under “—Exchange.” Depending on the level of the market price of our Class A common stock as compared to the Purchase Price at the time of exercise, the exercise of these Rights can be more or less dilutive to an Acquiring Person than an exchange.

A “Permitted Offer” is a tender or exchange offer for all outstanding shares of our Class A common stock at a price and on terms which a majority of our board of directors has previously determined are fair to the Company’s stockholders and not inadequate and otherwise in the best interests of the Company.

Exchange. If any person or entity becomes an Acquiring Person (but before (i) the completion of a transaction described below under “—Flip Over,” or (ii) subject to Maryland law, any Acquiring Person has become the Beneficial Owner of a majority of the outstanding shares of our Class A common stock), the Company, upon the authorization and direction of our board of directors, may exchange the Rights (other than Rights Beneficially Owned by an Acquiring Person, its affiliates and associates), in whole or in part, for shares of our Class A common stock on a one-for-one basis.

Flip Over. If, after the date a majority of our board of directors becomes aware (pursuant to a public announcement or otherwise) that a person or entity has become an Acquiring Person, (i) the Company completes a merger or other business combination in which the Company is not the surviving entity or in which the Company is the surviving entity and our Class A common stock is exchanged for other securities or assets, or (ii) 50% or more of the Company's assets or Earning Power (as defined in the Rights Agreement) is sold or transferred, each Right will entitle the holder thereof (other than an Acquiring Person, its affiliates and associates) to purchase at the Purchase Price a number of shares of common stock of the acquiring company having a market value of twice the Purchase Price.

Expiration

The Rights will expire on April 12, 2024, unless earlier exercised, exchanged, amended or redeemed.

Redemption

At any time before the earlier of (i) the 10th business day following the date a majority of our board of directors becomes aware (pursuant to a public announcement or otherwise) that a person or entity has become an Acquiring Person, or (ii) the expiration of the Rights by their terms, the Company, upon the authorization and direction of our board of directors, may redeem the Rights in whole, but not in part, at a price of $0.0001 per Right. If Continuing Directors no longer comprise a majority of our board of directors, then, for a period of 180 days, the Rights cannot be redeemed unless there are Continuing Directors and a majority of the Continuing Directors concur with the decision of our board of directors to redeem the Rights. Immediately upon the action of our board of directors ordering redemption of the Rights (with, if required, the concurrence of a majority of the Continuing Directors), or at a later time as our board of directors may establish for the effectiveness of the redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.

The “Continuing Directors” include any current member of our board of directors and any person subsequently elected to our board of directors upon recommendation or approval of a majority of those directors (or directors recommended or approved by them), and exclude an Acquiring Person, its affiliates and associates, or any of their respective representatives or nominees.

Amendment

The terms of the Rights may be amended by our board of directors without the consent of the holders of the Rights, except that from and after such time as any Person becomes an Acquiring Person no such amendment may
27



adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its affiliates and associates).

Adjustment

The Purchase Price payable, and the number of shares of Series B Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment in connection with various events from time to time to prevent dilution, including:

if the Company declares a dividend on Series B Preferred Stock payable in shares of Series B Preferred Stock or effects a subdivision, combination or reclassification of the shares of Series B Preferred Stock;

if the holders of Series B Preferred Stock are granted rights, options or warrants to subscribe for or purchase shares of Series B Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Series B Preferred Stock) or convertible securities at a price less than the then current per share market price of the Series B Preferred Stock; or

upon the distribution to all holders of the Series B Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends or dividends payable in shares of Series B Preferred Stock) or subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Purchase Price payable upon exercise of the Rights will be required until cumulative adjustments amount to at least 1% of the Purchase Price.

The number of outstanding Rights and the number of shares of Series B Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of our Class A common stock or a stock dividend on our Class A common stock payable in shares of our Class A common stock or subdivisions, consolidations or combinations of the shares of our Class A common stock occurring, in any such case, prior to the Distribution Date.

Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws

Power to Reclassify Shares of Our Stock

Our board of directors may classify any unissued shares of preferred stock, and reclassify any unissued shares of Class A common stock or any previously classified but unissued shares of preferred stock, into other classes or series of stock, including one or more classes or series of stock that have priority over our Class A common stock with respect to voting rights, distributions or upon liquidation, and authorize us to issue the newly classified shares. Prior to the issuance of shares of each class or series, our board of directors is required by the MGCL and our charter to set, subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for each such class or series. These actions can be taken without stockholder approval, unless stockholder approval is required by applicable law, the terms of any other class or series of our stock or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.

Power to Increase Authorized Stock and Issue Additional Shares of Our Common Stock and Preferred Stock

We believe that the power of our board of directors to amend our charter from time to time to increase the aggregate number of authorized shares of stock and the number of shares of stock of any class or series that we have the authority to issue, to issue additional authorized but unissued shares of our Class A common stock or preferred stock and to classify or reclassify unissued shares of our Class A common stock or preferred stock into other classes or series of stock and thereafter to cause us to issue such classified or reclassified shares of stock will provide us with flexibility in structuring possible future financings and acquisitions and in meeting other needs which might
28



arise. Shares of additional classes or series of stock, as well as additional shares of Class A common stock, will be available for issuance without further action by our stockholders, unless stockholder consent is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities are then listed or traded. Although our board of directors does not intend to do so, it could authorize us to issue a class or series of Class A common stock or preferred stock that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change of control of us that might involve a premium price for our stockholders or otherwise be in their best interest.

Restrictions on Transfer and Ownership of Stock

In order for us to qualify as a REIT under the Code, shares of our stock must be owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be taxed as a REIT has been made) or during a proportionate part of a shorter taxable year. Also, under Section 856(h) of the Code, a REIT cannot be “closely held.” In this regard, not more than 50% of the value of the outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Our charter contains restrictions on the ownership and transfer of shares of our Class A common stock and other outstanding shares of stock. The relevant sections of our charter provide that, subject to the exceptions described below, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% in value of the aggregate of our outstanding shares of stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of our shares of stock; we refer to these limitations as the “ownership limits.”

The constructive ownership rules under the Code are complex and may cause shares of stock owned actually or constructively by a group of related individuals or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% in value of the aggregate of our outstanding shares of stock or 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of our shares of stock (or the acquisition of an interest in an entity that owns, actually or constructively, shares of our stock by an individual or entity), could, nevertheless, cause that individual or entity, or another individual or entity, to violate the ownership limits.

Our board of directors may, upon receipt of certain representations, undertakings and agreements and in its sole discretion, exempt (prospectively or retroactively) any person from the ownership limits and establish a different limit, or excepted holder limit, for a particular person if the person’s ownership in excess of the ownership limits will not then or in the future result in our being “closely held” under Section 856(h) of the Code (without regard to whether the person’s interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT. In order to be considered by our board of directors for exemption, a person also must not own, actually or constructively, an interest in one of our tenants (or a tenant of any entity which we own or control) that would cause us to own, actually or constructively, more than a 9.9% interest in the tenant unless the revenue derived by us from such tenant is sufficiently small that, in the opinion of our board of directors, rent from such tenant would not adversely affect our ability to qualify as a REIT. The person seeking an exemption must provide such representations and undertakings to the satisfaction of our board of directors that it will not violate these two restrictions. The person also must agree that any violation or attempted violation of these restrictions will result in the automatic transfer to a charitable trust of the shares of stock causing the violation. As a condition of granting an exemption or creating an excepted holder limit, our board of directors may, but is not required to, obtain an opinion of counsel or Internal Revenue Service (“IRS”) ruling satisfactory to our board of directors with respect to our qualification as a REIT and may impose such other conditions or restrictions as it deems appropriate.

Our board of directors may increase or decrease the ownership limits. Any decrease in the ownership limits will not be effective for any person whose percentage ownership of shares of our stock is in excess of such decreased limits until such person’s percentage ownership of shares of our stock equals or falls below such decreased limits (other than a decrease as a result of a retroactive change in existing law, which will be effective
29



immediately), but any further acquisition of shares of our stock in excess of such percentage ownership will be in violation of the applicable decreased limits. Our board of directors may not increase or decrease the ownership
limits if, after giving effect to such increase or decrease, five or fewer persons could beneficially own or constructively own in the aggregate more than 49.9% in value of the shares of our stock then outstanding. Prior to any modification of the ownership limits, our board of directors may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure our qualification as a REIT.

Our charter further prohibits:

any person from beneficially or constructively owning, applying certain attribution rules of the Code, shares of our stock that would result in our being “closely held” under Section 856(h) of the Code (without regard to whether the stockholder’s interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT; and

any person from transferring shares of our stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our stock that will or may violate the ownership limits or any of the other foregoing restrictions on ownership and transfer of our stock will be required to immediately give written notice to us or, in the case of a proposed or attempted transaction, give at least 15 days’ prior written notice to us, and provide us with such other information as we may request in order to determine the effect of such transfer on our qualification as a REIT. The ownership limits and the other restrictions on ownership and transfer of our stock will not apply if our board of directors determines that it is no longer in our best interests to continue to qualify as a REIT or that compliance with the restrictions on ownership and transfer of our stock is no longer required in order for us to qualify as a REIT.

If any transfer of shares of our stock would result in shares of our stock being beneficially owned by fewer than 100 persons, such transfer will be void from the time of such purported transfer and the intended transferee will acquire no rights in such shares. In addition, if any purported transfer of shares of our stock or any other event would otherwise result in:

any person violating the ownership limits or such other limit established by our board of directors; or

us being “closely held” under Section 856(h) of the Code (without regard to whether the stockholder’s interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT,

then that number of shares (rounded up to the nearest whole share) that would cause us to violate such restrictions will automatically be transferred to, and held by, a charitable trust for the exclusive benefit of one or more charitable organizations selected by us, and the intended transferee will acquire no rights in such shares. The transfer will be deemed to be effective as of the close of business on the business day prior to the date of the violative transfer or other event that results in the transfer to the charitable trust. A person who, but for the transfer of the shares to the charitable trust, would have beneficially or constructively owned the shares so transferred is referred to as a “prohibited owner,” which, if appropriate in the context, also means any person who would have been the record owner of the shares that the prohibited owner would have so owned. If the transfer to the charitable trust as described above would not be effective, for any reason, to prevent violation of the applicable restriction on ownership and transfer contained in our charter, then our charter provides that the transfer of the shares will be void from the time of such purported transfer.

Shares of stock transferred to a charitable trust are deemed offered for sale to us, or our designee, at a price per share equal to the lesser of (1) the price paid per share in the transaction that resulted in such transfer to the charitable trust (or, if the event that resulted in the transfer to the charitable trust did not involve a purchase of such shares of stock at market price, defined generally as the last reported sales price reported on the principal national securities exchange on which the shares are listed and admitted to trading, the market price per share of such stock on the day of the event which resulted in the transfer of such shares of stock to the charitable trust) and (2) the
30



market price on the date we, or our designee, accept such offer. We may reduce the amount payable to the charitable trust by the amount of dividends and other distributions which have been paid to the prohibited owner and

are owed by the prohibited owner to the charitable trust as described below. We may pay the amount of such reduction to the charitable trust for the benefit of the charitable beneficiary. We have the right to accept such offer until the trustee of the charitable trust has sold the shares held in the charitable trust as discussed below. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates, and the charitable trustee must distribute the net proceeds of the sale to the prohibited owner.

Within 20 days of receiving notice from us of the transfer of the shares to the charitable trust, the charitable trustee will sell the shares to a person or entity designated by the charitable trustee who could own the shares without violating the ownership limits or the other restrictions on ownership and transfer of our stock described above. After that, the charitable trustee must distribute to the prohibited owner an amount equal to the lesser of (1) the price paid by the prohibited owner for the shares in the transaction that resulted in the transfer to the charitable trust (or, if the event that resulted in the transfer to the charitable trust did not involve a purchase of such shares at market price, the market price per share of such stock on the day of the event that resulted in the transfer to the charitable trust) and (2) the sales proceeds (net of commissions and other expenses of sale) received by the charitable trust for the shares. The charitable trustee may reduce the amount payable to the prohibited owner by the amount of dividends and other distributions which have been paid to the prohibited owner and are owed by the prohibited owner to the charitable trust. Any net sales proceeds in excess of the amount payable to the prohibited owner will be immediately paid to the charitable beneficiary, together with any dividends and other distributions thereon. In addition, if, prior to discovery by us that shares of stock have been transferred to a charitable trust, such shares of stock are sold by a prohibited owner, then such shares will be deemed to have been sold on behalf of the charitable trust and to the extent that the prohibited owner received an amount for or in respect of such shares that exceeds the amount that such prohibited owner was entitled to receive, such excess amount will be paid to the charitable trust upon demand by the charitable trustee. The prohibited owner will have no rights in the shares held by the charitable trust.

The charitable trustee will be designated by us and will be unaffiliated with us and with any prohibited owner. Prior to the sale of any shares by the charitable trust, the charitable trustee will receive, in trust for the charitable beneficiary, all distributions made by us with respect to such shares and may also exercise all voting rights with respect to such shares. Any dividend or other distribution paid prior to our discovery that shares of stock have been transferred to the charitable trust will be paid by the recipient to the charitable trust upon demand by the charitable trustee. These rights will be exercised for the exclusive benefit of the charitable beneficiary.

Subject to Maryland law, effective as of the date that the shares have been transferred to the charitable trust, the charitable trustee will have the authority, at the charitable trustee’s sole discretion:

to rescind as void any vote cast by a prohibited owner prior to our discovery that the shares have been transferred to the charitable trustee; and

to recast the vote in accordance with the desires of the charitable trustee acting for the benefit of the charitable beneficiary.

However, if we have already taken irreversible corporate action, then the charitable trustee may not rescind and recast the vote.

If our board of directors determines that a proposed transfer would violate the restrictions on ownership and transfer of our stock set forth in our charter, our board of directors may take such action as it deems advisable to refuse to give effect to or to prevent such transfer, including, but not limited to, causing us to redeem shares of stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.

Every owner of more than 5% (or such lower percentage as required by the Code or the regulations promulgated thereunder) of the outstanding shares of all classes or series of our stock, including common stock, will
31



be required to give written notice to us within 30 days after the end of each taxable year stating the name and address of such owner, the number of shares of each class and series of our stock that the person beneficially owns and a description of the manner in which such shares are held. Each such owner will be required to provide to us such additional information as we may request in order to determine the effect, if any, of such beneficial ownership
on our qualification as a REIT and to ensure compliance with the ownership limits. In addition, each stockholder will, upon demand, be required to provide to us such information as we may request in order to determine our qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

Any certificates representing shares of our stock, or any written statements of information delivered in lieu of certificates, will bear a legend referring to the restrictions described above.

These restrictions on ownership and transfer of our stock could delay, defer or prevent a transaction or a change in control that might involve a premium price for our Class A common stock or otherwise be in the best interest of our stockholders.

Number of Directors; Vacancies; Removal

Our business and affairs shall be managed by the direction of the board of directors. The number of our directors shall be six, which number may be increased or decreased from time to time pursuant to the bylaws, but shall never be less than one nor more than fifteen. Our board of directors is divided into three classes of directors serving staggered three-year terms. At each annual meeting, directors of one class are elected to serve until the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify.

We have elected by a provision of our charter to be subject to a provision of Maryland law requiring that, except as otherwise provided in the terms of any class or series of preferred stock, vacancies on our board of directors may be filled only by the remaining directors and that any individual elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until his or her successor is duly elected and qualifies. Any director may resign at any time by delivering his or her notice to the board of directors, the chairman of the board of directors, the chief executive officer or the Company’s secretary.

Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock, any or all directors may be removed from office only for “cause” by the affirmative vote of the stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this provision of our charter, “cause” means, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to us through bad faith or active and deliberate dishonesty.

Action by Stockholders

Under the MGCL, common stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous consent in lieu of a meeting (unless the charter provides for a lesser percentage, which our charter does not). These provisions, combined with the requirements of our charter and bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Meetings and Special Voting Requirements

Subject to our charter restrictions on ownership and transfer of our stock and the terms of each class or series of stock, including with respect to the vote by the stockholders for the election of the directors, each holder of Class A common stock is entitled at each meeting of stockholders to one vote per share owned by such stockholder on all matters submitted to a vote of stockholders. There is no cumulative voting in the election of our board of directors, which means that the holders of a majority of shares of our outstanding common stock can elect all the
32



directors then standing for election and the holders of the remaining shares of Class A common stock will not be able to elect any directors.

Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, convert, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the

ordinary course of business, unless declared advisable by the board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters (except for certain charter amendments relating to director resignation and removal and the vote required for certain amendments) by a lesser percentage, but not less than a majority of all the votes entitled to be cast on the matter. Our charter provides for approval of these matters (except for certain charter amendments relating to director resignation and removal and the vote required for certain amendments) by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Also, our operating assets are held by our subsidiaries and these subsidiaries may be able to merge or sell all or substantially all of their assets without the approval of our stockholders.

Pursuant to our charter and bylaws, an annual meeting of our stockholders for the purpose of the election of directors and the transaction of any business will be held annually on a date and at the time and place set by our board of directors. Special meetings of stockholders to act on any matter that may properly be considered at a meeting of stockholders may be called by the board of directors, the chairman of the board of directors, the president or the chief executive officer and, subject to the satisfaction of certain procedural requirements, must be called by our secretary upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on the matter at the meeting. The presence of stockholders entitled to cast at least a majority of all the votes entitled to be cast at such meeting on any matter, either in person or by proxy, will constitute a quorum.

Our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

No Appraisal Rights

As permitted by the MGCL, our charter provides that stockholders will not be entitled to exercise appraisal rights unless a majority of our board of directors determines that appraisal rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which stockholders would otherwise be entitled to exercise appraisal rights.

Dissolution

Our dissolution must be declared advisable by a majority of our entire board of directors and approved by the affirmative vote of stockholders entitled to cast not less than a majority of the votes entitled to be cast on such matter.

Business Combinations

Under the MGCL, certain “business combinations,” including a merger, consolidation, share exchange or, in certain circumstances, an asset transfer or issuance or reclassification of equity securities, between a Maryland corporation and an “interested stockholder” or, generally, any person who beneficially owns directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock or an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation, or an affiliate of such an interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must be recommended by the board of directors of such corporation and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding voting stock of the corporation and (2) two-thirds of the
33



votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by an affiliate or associate of the interested stockholder. The super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares. Under the MGCL, a person is not an “interested stockholder” if the board of directors approved in advance the transaction by
which the person otherwise would have become an interested stockholder. A corporation’s board of directors may provide that its approval is subject to compliance with any terms and conditions determined by it.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested stockholder. As permitted by the MGCL, our board of directors has by resolution exempted business combinations between us and any person, provided that such business combination is first approved by our board of directors (including a majority of directors who are not affiliates or associates of such person). Consequently, the five-year prohibition and the supermajority vote requirements will not apply to such business combinations. As a result, any person described above may be able to enter into business combinations with us that may not be in the best interest of our stockholders without compliance by us with the supermajority vote requirements and other provisions of the statute. This resolution, however, may be altered or repealed in whole or in part at any time by our board of directors. If this resolution is repealed, or our board of directors does not otherwise approve a business combination with a person, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Control Share Acquisitions

The MGCL provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter, excluding shares of stock in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of directors: (1) the person that has made or proposed to make the control share acquisition, (2) an officer of the corporation or (3) an employee of the corporation who is also a director of the corporation. “Control shares” are shares of voting stock which, if aggregated with all other such shares owned by the acquirer, or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power: (A) one-tenth or more but less than one-third, (B) one-third or more but less than a majority or
(C)a majority or more of all voting power. Control shares do not include shares that the acquirer is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in MGCL), may compel the board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders’ meeting.

If voting rights are not approved at the meeting or if the acquirer does not deliver an “acquiring person statement” as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of any meeting of stockholders at which the voting rights of such shares are considered and not approved, or, if no such meeting is held, as of the date of the last control share acquisition by the acquirer. If voting rights for control shares are approved at a stockholders’ meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights, unless the corporation’s charter provides otherwise. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.
34




The control share acquisition statute does not apply to (1) shares acquired in a merger, consolidation or statutory share exchange if the corporation is a party to the transaction or (2) acquisitions approved or exempted by the charter or bylaws of the corporation.
Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our stock. There is no assurance that such provision will not be amended or eliminated at any time in the future.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits the board of directors of a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of five provisions:

a classified board of directors;

a two-thirds vote requirement for removing a director;

a requirement that the number of directors be fixed only by vote of the directors;

a requirement that a vacancy on the board of directors be filled only by the remaining directors and, if the board of directors is classified, for the remainder of the full term of the class of directors in which the vacancy occurred; and

a majority requirement for the calling of a stockholder-requested special meeting of stockholders.

We have elected to be subject to the provisions of Subtitle 8 relating to a classified board of directors and the filling of vacancies on our board of directors. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (1) require a two-thirds vote for the removal of any director from the board of directors, which removal will be allowed only for cause, (2) vest in the board of directors the exclusive power to fix the number of directorships, and (3) require, unless called by the chairman of our board of directors, our president, our chief executive officer or our board of directors, the written request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on any matter that may properly be considered at a meeting of stockholders in order to call a special meeting to act on such matter.

Advance Notice of Director Nominations and New Business

Our bylaws provide that nominations of individuals for election to the board of directors or proposals of other business may be made at an annual meeting (1) pursuant to our notice of meeting, (2) by or at the direction of our board of directors, or (3) by any stockholder of record both at the time of giving of notice pursuant to the bylaws and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with the advance notice procedures set forth in our bylaws. Our bylaws currently require the stockholder to provide notice to the secretary containing the information required by our bylaws not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of our proxy statement for the preceding year’s annual meeting.

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to the board of directors may be made at a special meeting, (1) by or at the direction of the board of directors, or (2) provided that the special meeting has been called in accordance with our bylaws for the purpose of electing directors, by any stockholder who is a holder of record both at the time of giving of notice and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who complies with the notice procedures set forth in our bylaws. Such stockholder may nominate one or more individuals, as the case may be, for election as a director if the stockholder’s notice containing the information required by our bylaws is delivered to the secretary not earlier than
35



the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of  (1) the 90th day prior to such special meeting or (2) the tenth day following the day on which public announcement is first made of the date of the special meeting and the proposed nominees of our board of directors to be elected at the meeting.

Indemnification and Limitation of Directors’ and Officers’ Liability

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains a provision that eliminates such liability to the maximum extent permitted by Maryland law. This provision does not reduce the exposure of directors and officers to liability under federal or state securities laws, nor does it limit the stockholders’ ability to obtain injunctive relief or other equitable remedies for a violation of a director’s or an officer’s duties to us, although the equitable remedies may not be an effective remedy in some circumstances.

The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty, (2) the director or officer actually received an improper personal benefit in money, property or services, or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of  (1) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (2) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the appropriate standard of conduct was not met.

Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

any present or former director or officer who is made or threatened to be made a party to or witness in the proceeding by reason of his or her service in that capacity; or

any individual who, while our director or officer and at our request, serves or has served as a director, officer, member, manager, partner or trustee of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to or witness in the proceeding by reason of his or her service in that capacity.

Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of us or a predecessor of us.
36




We have entered into an indemnification agreement with each of our directors and officers, and certain former directors and officers, providing for indemnification of such directors and officers consistent with the provisions of our charter. The indemnification agreements provide that each indemnitee is entitled to
indemnification unless it is established that (1) the act or omission of an indemnitee was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (2) such indemnitee actually received an improper personal benefit in money, property or services or
(3) in the case of any criminal proceeding, such indemnitee had reasonable cause to believe that his or her conduct was unlawful. The indemnification agreements further limit each indemnitee’s entitlement to indemnification in cases where (1) the proceeding was one by or in the right of us and such indemnitee was adjudged, in a final adjudication, to be liable to us, (2) such indemnitee was adjudged, in a final adjudication, to be liable on the basis that personal benefit was improperly received in any proceeding charging improper personal benefit to such indemnitee or (3) the proceeding was brought by such indemnitee, except in certain circumstances.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Exclusive Forum

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, is the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, other than actions arising under federal securities laws, (b) any Internal Corporate Claim, as such term is defined in the MGCL, or any successor provision thereof, including, without limitation, (i) any action asserting a claim of breach of any duty owed by any of our directors, officers or other employees to us or to our stockholders or (ii) any action asserting a claim against us or any of our directors or officers or other employees arising pursuant to any provision of the MGCL, our charter or our bylaws, or (c) any other action asserting a claim against us or any of our directors or officers or other employees that is governed by the internal affairs doctrine. Our bylaws also provide that, unless we consent in writing, none of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland and the federal district courts are, to the fullest extent permitted by law, the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
37


EXHIBIT 4.14
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement, dated as of February 25, 2021 (this “Amendment”), is made between American Finance Trust, Inc., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of April 13, 2020 (the “Rights Agreement”);
WHEREAS, the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company stating that this Amendment complies with Section 27 of the Rights Agreement; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement to extend the term thereof as further described herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1.Amendment to the definition of “Final Expiration Date”. The definition of “Final Expiration Date” contained in Section 1.31 of the Rights Agreement is hereby deleted and replaced in its entirety with the following:
Final Expiration Date” means the date upon which the Rights expire, which is April 12, 2024, unless the Rights are previously redeemed, exchanged or terminated. The Rights Agent will not be deemed to have any knowledge of the Final Expiration Date unless and until it has been notified in writing that the Final Expiration Date has occurred.
2.Amendments to Exhibit B (Form of Right Certificate).
a)The reference to April 12, 2021 in the first line of the first paragraph of Exhibit B is hereby changed to April 12, 2024, and all provisions of the first paragraph shall otherwise remain unchanged.
b)The reference to April 12, 2021 in the first sentence of the second full paragraph of Exhibit B is hereby changed to April 12, 2024, and all provisions of the second paragraph shall otherwise remain unchanged.
3.The reference to April 12, 2021 in the second sentence of the first full paragraph under the heading “EXERCISABILITY OF RIGHTS” of Exhibit C (Summary of Rights to Purchase Preferred Shares) is hereby changed to April 12, 2024, and all provisions of the first paragraph shall otherwise remain unchanged.
4.Except as expressly provided in this Amendment, all of the terms and provisions of the Rights Agreement shall remain in full force and effect.
1


5.This Amendment may be executed in any number of counterparts, and each counterpart shall for all purposes be deemed to be an original, and all counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.
6.This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state, except that the rights, duties, immunities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.
[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
2


 
 
American Finance Trust, Inc. 
 
 
 
 
 
 
 
 
By:
 /s/ Edward M. Weil, Jr. 
 
 
Name:
 
Edward M. Weil, Jr. 
 
 
Title:
 
Chief Executive Officer and President 
 
 
 
 
Computershare Trust Company, N.A., as Rights Agent
 
 
 
 
 
 
 
By: /s/ Dennis V. Moccia 
 
 
Name:
 
 Dennis V. Moccia
 
 
Title:
 
Senior Manager, Contract Operations
 
 

3

                                                EXHIBIT 21.1


Subsidiaries of American Finance Trust, Inc.
Name Jurisdiction of Formation/Incorporation
55 Corporate Drive Condominium Association, LLC New Jersey
AFN ABSPROP001, LLC Delaware
AFN ABSPROP001-A, LLC Delaware
AFN ABSPROP001-B, LLC Delaware
American Finance Operating Partnership, L.P. Delaware
ARC AAANGIN001, LLC Delaware
ARC AABNLFL001, LLC Delaware
ARC AATNTMA001, LLC Delaware
ARC AAWSNGA001, LLC Delaware
ARC ABHNDMS001, LLC Delaware
ARC AMWNRKY001, LLC Delaware
ARC ARERIPA001, LLC Delaware
ARC ARVIRMN001, LLC Delaware
ARC ASANDSC001, LLC Delaware
ARC ASCGRMO001, LLC Delaware
ARC AZCROMI001, LLC Delaware
ARC AZCTOLA001, LLC Delaware
ARC AZTMPGA001, LLC Delaware
ARC BBLVSNV001, LLC Delaware
ARC BFFTMFL001, LLC Delaware
ARC BHTVCMI001, LLC Delaware
ARC BKMST41001, LLC Delaware
ARC CBDTNPA001, LLC Delaware
ARC CBLDLPA001, LLC Delaware
ARC CBLMAPA001, LLC Delaware
ARC CBPHLPA001, LLC Delaware
ARC CBPHLPA002, LLC Delaware
ARC CBPHLPA003, LLC Delaware
ARC CBPHLPA004, LLC Delaware
ARC CBRBRPA001, LLC Delaware
ARC CBWNEPA001, LLC Delaware
ARC CHLKJTX001, LLC Delaware
ARC CHVCTTX001, LLC Delaware
ARC CKMST19001, LLC Delaware
ARC CLORLFL001, LLC Delaware
ARC CPFAYNC001, LLC Delaware
ARC CPOKCOK001, LLC Delaware
ARC CTCHRNC001, LLC Delaware
ARC CVANSAL001, LLC Delaware
ARC CVDETMI001, LLC Delaware
ARC CVHYKMA001, LLC Delaware
ARC DB5PROP001, LLC Delaware



ARC DB5SAAB001, LLC Delaware
ARC DGATHMI001, LLC Delaware
ARC DGBGLLA001, LLC Delaware
ARC DGBKHMS001, LLC Delaware
ARC DGBNBGA001, LLC Delaware
ARC DGCHEOK001, LLC Delaware
ARC DGCMBMS001, LLC Delaware
ARC DGDNDLA001, LLC Delaware
ARC DGDVLLA001, LLC Delaware
ARC DGFHLLA001, LLC Delaware
ARC DGFLRMI001, LLC Delaware
ARC DGFRTMS001, LLC Delaware
ARC DGFTSAR001, LLC Delaware
ARC DGGNWLA001, LLC Delaware
ARC DGGSBVA001, LLC Delaware
ARC DGGVLMS002, LLC Delaware
ARC DGHBKLA001, LLC Delaware
ARC DGHDNMI001, LLC Delaware
ARC DGHTGWV001, LLC Delaware
ARC DGHTSAR001, LLC Delaware
ARC DGLAFTN001, LLC Delaware
ARC DGLCRMN002, LLC Delaware
ARC DGMBLAR001, LLC Delaware
ARC DGMKNMI001, LLC Delaware
ARC DGMRALA001, LLC Delaware
ARC DGMSNTX002, LLC Delaware
ARC DGNTALA001, LLC Delaware
ARC DGRLFMS001, LLC Delaware
ARC DGRSEMI001, LLC Delaware
ARC DGRYLAR001, LLC Delaware
ARC DGSRBMO001, LLC Delaware
ARC DGSTNVA001, LLC Delaware
ARC DGSVNMO001, LLC Delaware
ARC DGTLSLA001, LLC Delaware
ARC DGVDRTX001, LLC Delaware
ARC DGVNLTN001, LLC Delaware
ARC DGWPTMS001, LLC Delaware
ARC DGWRNIN001, LLC Delaware
ARC DGWSNNY001, LLC Delaware
ARC FDBRNLA001, LLC Delaware
ARC FDBTLKY001, LLC Delaware
ARC FDCHLID001, LLC Delaware
ARC FDCRLMO001, LLC Delaware
ARC FDDNVAR001, LLC Delaware
ARC FDDXRNM001, LLC Delaware
ARC FDFNTPA001, LLC Delaware
ARC FDHCRTX001, LLC Delaware



ARC FDKRMCO001, LLC Delaware
ARC FDOCYLA001, LLC Delaware
ARC FDPLSTX001, LLC Delaware
ARC FDWLDCO001, LLC Delaware
ARC FEBSMND001, LLC Delaware
ARC FECNBIA001, LLC Delaware
ARC FEEGLWI001, LLC Delaware
ARC FEGRFND001, LLC Delaware
ARC FELELMS001, LLC Delaware
ARC FESOUIA001, LLC Delaware
ARC FEWAUWI001, LLC Delaware
ARC FEWTNSD001, LLC Delaware
ARC FLCLTNC001, LLC Delaware
ARC FMMTCNJ001, LLC Delaware
ARC FMMTVAL001, LLC Delaware
ARC FMSNHPA001, LLC Delaware
ARC HR5BEIL001, LLC Delaware
ARC HR5BIAL001, LLC Delaware
ARC HR5BPMN001, LLC Delaware
ARC HR5CSAL001, LLC Delaware
ARC HR5CSMA002, LLC Delaware
ARC HR5CURI001, LLC Delaware
ARC HR5CVGA001, LLC Delaware
ARC HR5DOGA001, LLC Delaware
ARC HR5GAGA001, LLC Delaware
ARC HR5GASC001, LLC Delaware
ARC HR5GAVA001, LLC Delaware
ARC HR5GBNC001, LLC Delaware
ARC HR5GRSC001, LLC Delaware
ARC HR5HASC001, LLC Delaware
ARC HR5HOWI001, LLC Delaware
ARC HR5HPNY001, LLC Delaware
ARC HR5MSSE001, LLC Delaware
ARC HR5PEGA001, LLC Delaware
ARC HR5PISC001, LLC Delaware
ARC HR5SINJ001, LLC Delaware
ARC HR5SLUT001, LLC Delaware
ARC HR5SNFI001 SPE, LLC Delaware
ARC HR5SNFI001, LLC Delaware
ARC HR5SOCT001, LLC Delaware
ARC HR5SSMA001, LLC Delaware
ARC HR5SSMA002, LLC Delaware
ARC HR5SSMA003, LLC Delaware
ARC HR5SSRI001, LLC Delaware
ARC HR5STP1001, LLC Delaware
ARC HR5STP1002, LLC Delaware
ARC HR5STP2001, LLC Delaware



ARC HR5STP2002, LLC Delaware
ARC HR5STP3001, LLC Delaware
ARC HR5STP3002, LLC Delaware
ARC HR5VAGA001, LLC Delaware
ARC HR5ZUMN001, LLC Delaware
ARC JCHUSTX001, LLC Delaware
ARC JCLOUKY001, LLC Delaware
ARC JCWSTCO001, LLC Delaware
ARC LCROWTX001, LLC Delaware
ARC LWAKNSC001, LLC Delaware
ARC LWFYTNC001, LLC Delaware
ARC LWMCNGA001, LLC Delaware
ARC LWNBNNC001, LLC Delaware
ARC LWRMTNC001, LLC Delaware
ARC MCLVSNV001, LLC Delaware
ARC MFAKNSC001, LLC Delaware
ARC MFFNCAL001, LLC Delaware
ARC MFHLDMI001, LLC Delaware
ARC MFKXVTN002, LLC Delaware
ARC MFMCDGA001, LLC Delaware
ARC MFMDNID001, LLC Delaware
ARC MFSGWMI001, LLC Delaware
ARC MFTSEFL002, LLC Delaware
ARC MFVALGA001, LLC Delaware
ARC NCCHRNC001, LLC Delaware
ARC NLLKLFL001, LLC Delaware
ARC NPHUBOH001, LLC Delaware
ARC NTMNDIL001, LLC Delaware
ARC NTSNTTX001, LLC Delaware
ARC NWNCHSC001, LLC Delaware
ARC ORMNTWI001, LLC Delaware
ARC PCBIRAL001, LLC Delaware
ARC PRLAWKS001, LLC Delaware
ARC PSFKFKY001 TRS, LLC Delaware
ARC PSFKFKY001, LLC Delaware
ARC PTSBGIL001, LLC Delaware
ARC PTSCHIL001, LLC Delaware
ARC QSOKCOK001, LLC Delaware
ARC RBASHNC001, LLC Delaware
ARC Retail TRS Holdco, LLC Delaware
ARC RGCHRNC001, LLC Delaware
ARC SMWMBFL001, LLC Delaware
ARC SPSANTX001, LLC Delaware
ARC SQMONPA001, LLC Delaware
ARC SRTULOK001, LLC Delaware
ARC SSSDLLA001, LLC Delaware
ARC SSSEBFL001 TRS, LLC Delaware



ARC SSSEBFL001, LLC Delaware
ARC SWHOUTX001, LLC Delaware
ARC SWWCHOH001 TRS, LLC Delaware
ARC SWWCHOH001, LLC Delaware
ARC SWWMGPA001, LLC Delaware
ARC TCMESTX001, LLC Delaware
ARC TKLWSFL001, LLC Delaware
ARC TMMONPA001, LLC Delaware
ARC TPEGPTX001, LLC Delaware
ARC TSHRLKY001, LLC Delaware
ARC TSHTNMI001, LLC Delaware
ARC TSKCYMO001, LLC Delaware
ARC TSVRNCT001, LLC Delaware
ARC WEMPSMN001, LLC Delaware
ARC WGBEATX001, LLC Delaware
ARC WGGLTWY001, LLC Delaware
ARC WGLNSMI001, LLC Delaware
ARC WGOKCOK001, LLC Delaware
ARC WGPNBAR001, LLC Delaware
ARC WGTKRGA001, LLC Delaware
ARC WGWFDMI001, LLC Delaware
ARG 1CBHGNJ001, LLC Delaware
ARG AA12PCK001, LLC Delaware
ARG AA14PCK001, LLC Delaware
ARG AACLMOH 001, LLC Delaware
ARG AASDYMI001, LLC Delaware
ARG ATCHTTN001, LLC Delaware
ARG BE23PROP01, LLC Delaware
ARG BE23PROP02, LLC Delaware
ARG BHCLMSC001, LLC Delaware
ARG BHELKNV001, LLC Delaware
ARG BHJCKFL001, LLC Delaware
ARG BHSLPLA001, LLC Delaware
ARG BJMBHOH001, LLC Delaware
ARG BKPNVLA001, LLC Delaware
ARG CA2PSLB001, LLC Delaware
ARG CCFAYNC001, LLC Delaware
ARG CCLTZFL001, LLC Delaware
ARG CCNLVTX001, LLC Delaware
ARG CCTMPFL001, LLC Delaware
ARG CHDUBGA001, LLC Delaware
ARG CHMCHIL001, LLC Delaware
ARG CHMCPIL001, LLC Delaware
ARG CKHARTX001, LLC Delaware
ARG CKLRDTX001, LLC Delaware
ARG CKLRDTX002, LLC Delaware
ARG CKLRDTX003, LLC Delaware



ARG CKRGNTX001, LLC Delaware
ARG CKWSLTX001, LLC Delaware
ARG CURTSMI001, LLC Delaware
ARG DDBLVTN001, LLC Delaware
ARG DDBRVTN001, LLC Delaware
ARG DDEPOTX001, LLC Delaware
ARG DDFLTMI001, LLC Delaware
ARG DDGRDMI001, LLC Delaware
ARG DDHBLTX001, LLC Delaware
ARG DDHUSTX001, LLC Delaware
ARG DGASUIL001, LLC  Delaware
ARG DGBRKGA001, LLC Delaware
ARG DGBRWKY001, LLC Delaware
ARG DGCLKSIA001, LLC Delaware
ARG DGCSTKY001, LLC Delaware
ARG DGCTSMI001, LLC Delaware
ARG DGDVLAL001, LLC Delaware
ARG DGDWTNY001, LLC Delaware
ARG DGEBRAL001, LLC Delaware
ARG DGELKKY001, LLC Delaware
ARG DGFLSKY001, LLC Delaware
ARG DGFMCIL001, LLC Delaware
ARG DGFRMNY001, LLC Delaware
ARG DGGDDNY001, LLC Delaware
ARG DGHARMI001, LLC  Delaware
ARG DGKNGNY001, LLC Delaware
ARG DGKRHNY001, LLC Delaware
ARG DGLCNMI001, LLC Delaware
ARG DGLGRGA001, LLC Delaware
ARG DGLGRGA002, LLC Delaware
ARG DGMBLAL001, LLC Delaware
ARG DGMDVTN001, LLC Delaware
ARG DGMMVLTN001, LLC Delaware
ARG DGMORMN001, LLC Delaware
ARG DGNPTTN001, LLC Delaware
ARG DGOTGNY001, LLC Delaware
ARG DGPOTIL001, LLC Delaware
ARG DGPRSNY001, LLC Delaware
ARG DGRDLAL001, LLC Delaware
ARG DGSDLKY001, LLC Delaware
ARG DGSUMIL001, LLC  Delaware
ARG DGTABIL001, LLC  Delaware
ARG DGUTCNY001, LLC Delaware
ARG DGVLYAL001, LLC Delaware
ARG DGWASIL001, LLC  Delaware
ARG DGWTMAL001, LLC Delaware
ARG DI51PCK001, LLC Delaware



ARG DNMGCIN001, LLC Delaware
ARG FEBRNMN001, LLC Delaware
ARG FECSPWY001, LLC Delaware
ARG FERLLMO001, LLC Delaware
ARG FM16PCK001, LLC Delaware
ARG FMABNME001, LLC Delaware
ARG FMALXLA001, LLC Delaware
ARG FMATHTX001, LLC Delaware
ARG FMBKHMS001, LLC Delaware
ARG FMCHIIL001, LLC Delaware
ARG FMCMGGA001, LLC Delaware
ARG FMCTVMS001, LLC Delaware
ARG FMDADAL001, LLC Delaware
ARG FMEKVTN001, LLC Delaware
ARG FMETPAL001, LLC Delaware
ARG FMGFBFL001, LLC Delaware
ARG FMGRDMI001, LLC Delaware
ARG FMIDBOK001, LLC Delaware
ARG FMJCKAL001, LLC Delaware
ARG FMJCKFL001, LLC Delaware
ARG FMMRVAL001, LLC Delaware
ARG FMNEWMS001, LLC Delaware
ARG FMPDTSC001, LLC Delaware
ARG FMPGIMS001, LLC Delaware
ARG FMPHIMS001, LLC Delaware
ARG FMSKSMO001, LLC Delaware
ARG FMTALAL001, LLC Delaware
ARG FMTMVAL001, LLC Delaware
ARG FMTYLTX001, LLC Delaware
ARG GPM32PK001, LLC Delaware
ARG HD4PSLB001, LLC Delaware
ARG IM 13PKSLB001, LLC Delaware
ARG IM12PKSLB001, LLC Delaware
ARG JAFPTIL001, LLC Delaware
ARG KGOMHNE001, LLC Delaware
ARG KK10PCK001, LLC Delaware
ARG LCFLTMI001, LLC Delaware
ARG LDBHRMI001, LLC Delaware
ARG MC11SLB001, LLC Delaware
ARG MCWSLB001, LLC Delaware
ARG ME19PCK001, LLC Delaware
ARG MEAKDAR001, LLC Delaware
ARG MEARLAL001, LLC Delaware
ARG MEBDWGA001, LLC Delaware
ARG MEBFDGA001, LLC Delaware
ARG MECANGA001, LLC Delaware
ARG MECANGA002, LLC Delaware



ARG MECBTAR001, LLC Delaware
ARG MECLLAL001, LLC Delaware
ARG MECLLAL002, LLC Delaware
ARG MECMGGA001, LLC Delaware
ARG MECNLGA001, LLC Delaware
ARG MECRNAR001, LLC Delaware
ARG MECTNSC001, LLC Delaware
ARG MECTWGA001, LLC Delaware
ARG MEDGVGA001, LLC Delaware
ARG MEELDAR001, LLC Delaware
ARG MEELDAR002, LLC Delaware
ARG MEELDAR003, LLC Delaware
ARG MEELJGA001, LLC Delaware
ARG MEEVAAL001, LLC Delaware
ARG MEFDCAR001, LLC Delaware
ARG MEGHPAL001, LLC Delaware
ARG MEHGVGA001, LLC Delaware
ARG MEHMRGA001, LLC Delaware
ARG MEHNTAL001, LLC Delaware
ARG MEHNTAL002, LLC Delaware
ARG MEHNTAL003, LLC Delaware
ARG MEHOPAR001, LLC Delaware
ARG MEHZNAR001, LLC Delaware
ARG MEJSPGA001, LLC Delaware
ARG MEMCVGA001, LLC Delaware
ARG MENTLMS001, LLC Delaware
ARG MEONNAL001, LLC Delaware
ARG MEOWCAL001, LLC Delaware
ARG MEPHCAL001, LLC Delaware
ARG MERDBAL001, LLC Delaware
ARG MERDBAL003, LLC Delaware
ARG MERSSAL001, LLC Delaware
ARG MERSTLA001, LLC Delaware
ARG MERVDGA001, LLC Delaware
ARG MESMOAR001, LLC Delaware
ARG MESMVGA001, LLC Delaware
ARG MESRCAR001, LLC Delaware
ARG METOCGA001, LLC Delaware
ARG METOCGA002, LLC Delaware
ARG METRNGA001, LLC Delaware
ARG MEVNAAL001, LLC Delaware
ARG MEWSKGA001, LLC Delaware
ARG MEWSKGA002, LLC Delaware
ARG MEWSKGA003, LLC Delaware
ARG OCPOOL2001, LLC Delaware
ARG OCPOOL4001, LLC Delaware
ARG PH14SLB001, LLC Delaware



ARG PH17SLB001, LLC Delaware
ARG PH31SLB001, LLC Delaware
ARG PHCHRNC002, LLC Delaware
ARG PHCMBOH001, LLC Delaware
ARG PHCMBOH002, LLC Delaware
ARG PHGTNNC001, LLC Delaware
ARG PHMDLTX001, LLC Delaware
ARG PHNLXOH001, LLC Delaware
ARG PHNTNNC001, LLC Delaware
ARG PHWSVOH001, LLC Delaware
ARG PHZSVOH001, LLC Delaware
ARG SBTLHFL001, LLC Delaware
ARG SBTLHFL002, LLC Delaware
ARG SBTLHFL003, LLC Delaware
ARG SNBLXMS001, LLC Delaware
ARG SNCLLMS001, LLC Delaware
ARG SNELLMS001, LLC Delaware
ARG SNGLFMS001, LLC Delaware
ARG SNGLFMS002, LLC Delaware
ARG SNGLFMS003, LLC Delaware
ARG SNHTTMS001, LLC Delaware
ARG SNLNBMS001, LLC Delaware
ARG SNLTHFL001, LLC Delaware
ARG SNMGEMS001, LLC Delaware
ARG SNPLCFL001, LLC Delaware
ARG SNPRVMS001, LLC Delaware
ARG SNPTLMS001, LLC Delaware
ARG SNRBRAL001, LLC Delaware
ARG SNRVRFL001, LLC Delaware
ARG SNRVRFL002, LLC Delaware
ARG SNTSCAL001, LLC Delaware
ARG SNTYLMS001, LLC Delaware
ARG SNWCHFL001, LLC Delaware
ARG SNWDVMS001, LLC Delaware
ARG SNWVLMS001, LLC Delaware
ARG SNWYNMS001, LLC Delaware
ARG TJCNTKS001, LLC Delaware
ARG TJCRKIA001, LLC Delaware
ARG TJCRLIA001, LLC Delaware
ARG TJINDMO001, LLC Delaware
ARG TJMNHID001, LLC Delaware
ARG TJNMKMN001, LLC Delaware
ARG TJSPRMN001, LLC Delaware
ARG TSAMCGA001, LLC Delaware
ARG TSCDZOH001, LLC Delaware
ARG TSCTLAZ001, LLC Delaware



ARG TSFLDSD001, LLC Delaware
ARG TSHZNND001, LLC Delaware
ARG TSNCDOK001, LLC Delaware
ARG TSSCRNM001, LLC Delaware
ARG WLGREFI001, LLC Delaware
ARG WO19PCK001, LLC Delaware
Genie Acquisition, LLC Delaware
RAC LAND, LLC Delaware







EXHIBIT 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3ASR (No. 333-226252), Form S-3DPOS (No. 333-210532), and Form S-8 (No. 333-227189) of American Finance Trust, Inc. of our report dated February 25, 2021 relating to the financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.


/s/ PricewaterhouseCoopers LLP
New York, New York
February 25, 2021


EXHIBIT 23.2



Consent of Independent Registered Public Accounting Firm

The Board of Directors
American Finance Trust, Inc.:

We consent to the incorporation by reference in the registration statement (No. 333-226252) on Form S-3ASR, registration statement (No. 333-210532) on Form S-3DPOS, and registration statement (No. 333-227189) on Form S-8 of American Finance Trust, Inc. of our report dated March 7, 2019, with respect to the consolidated statements of operations and comprehensive loss, changes in equity, and cash flows of American Finance Trust, Inc. and subsidiaries for the year ended December 31, 2018, and the related notes and financial statement schedule titled Schedule III – Real Estate and Accumulated Depreciation – Part II, for the year ended December 31, 2018 (collectively, the “consolidated financial statements”), which report appears in the December 31, 2020 annual report on Form 10-K of American Finance Trust, Inc.


/s/ KPMG LLP
New York, New York
February 25, 2021


Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Edward M. Weil, Jr., certify that:
1.I have reviewed this Annual Report on Form 10-K of American Finance Trust, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated this 25th day of February, 20201 /s/ Edward M. Weil, Jr.
Edward M. Weil, Jr.
Chief Executive Officer and President
(Principal Executive Officer)




Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Katie P. Kurtz, certify that:
1.I have reviewed this Annual Report on Form 10-K of American Finance Trust, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated this 25th day of February, 20201 /s/ Katie P. Kurtz
Katie P. Kurtz
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)



Exhibit 32
SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
The undersigned, who are the Chief Executive Officer and Chief Financial Officer of American Finance Trust, Inc. (the “Company”), each hereby certify as follows:
The Annual Report on Form 10-K of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated this 25th day of February, 20201
/s/ Edward M. Weil, Jr.
Edward M. Weil, Jr.
Chief Executive Officer and President
(Principal Executive Officer)
/s/ Katie P. Kurtz
Katie P. Kurtz
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)