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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, 2021
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
rtl-20211231_g1.jpg
The Necessity Retail REIT, Inc.
(Exact name of registrant as specified in its charter) 
Maryland90-0929989
(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 classTrading SymbolsName of each exchange on which registered
Class A Common Stock, $0.01 par value per shareRTLThe Nasdaq Global Select Market
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per shareRTLPPThe Nasdaq Global Select Market
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per shareRTLPOThe Nasdaq Global Select Market
Preferred Stock Purchase RightsThe 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 filerSmaller 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.


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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒
The aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant was $998.2 million based on the closing sales price on the Nasdaq Global Select Market as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter.
As of February 18, 2022, the registrant had 129,809,464 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 2022 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.


THE NECESSITY RETAIL REIT, INC.

FORM 10-K
Year Ended December 31, 2021
Page
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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 The Necessity Retail REIT, Inc. (formerly known as American Finance Trust, Inc.) (“we” “our” or “us”), The Necessity Retail Advisors, LLC (formerly known as American Finance Trust 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).
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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 historically focused our 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. In December 2021, we signed a purchase and sale agreement to acquire 79 multi-tenant retail centers and two single-tenant properties (the “CIM Portfolio Acquisition”) for $1.3 billion, representing a strategic shift away from a primary focus on single-tenant retail properties. On February 11, 2022, we closed on the first tranche of the CIM Portfolio Acquisition and acquired 44 properties for a contract purchase price of $547.4 million. We expect to complete the closing of the transaction in successive tranches by the end of March 2022. For additional information on the details of the CIM Portfolio Acquisition, the closing of the first tranche and the related funding details, see Item 7. Management’s Discussion and Analysis — Liquidity and Capital Resources and see Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for more information.
Effective February 10, 2022, we amended our charter to change our name from “American Finance Trust, Inc.” to “The Necessity Retail REIT, Inc.” The name change became effective pursuant to an amendment to our charter which was filed with the Maryland State Department of Assessments and Taxation. 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”) began trading on the Nasdaq Global Select Market (“Nasdaq”) under the new ticker symbols “RTL,” “RTLPP” and “RTLPO,” respectively, as of February 15, 2022.
As of December 31, 2021, we owned 976 properties, comprised of 20.0 million rentable square feet, which were 93.2% leased, including 943 single-tenant net leased commercial properties (902 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, 2021, the total single-tenant properties comprised 70% of our total portfolio and were 61% leased to service retail tenants, and the total multi-tenant properties comprised 30% of our total portfolio and were 49% leased to experiential retail tenants, defined as tenants in the restaurant, discount retail, entertainment, salon/beauty and grocery sectors, among others.
Including the pro forma impact of the closing of the first tranche, the planned closing of the successive tranches of the CIM Portfolio Acquisition and the disposal of our Sanofi property on January 6, 2022, but assuming no other subsequent acquisitions or dispositions, as of December 31, 2021 we would have owned 1,056 properties, comprised of 28.8 million rentable square feet, including 944 single-tenant net leased commercial properties (904 of which are leased to retail tenants) and 112 multi-tenant retail properties. As a result of the CIM Portfolio Acquisition and the related strategic shift in our operations, we have concluded we now operate in two reportable segments: single-tenant properties and multi-tenant properties.
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 focus on service retail single-tenant and multi-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.
We may 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
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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 single-tenant properties and our multi-tenant anchor spaces 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, 2021, approximately 57.9% of the tenants in our single-tenant portfolio were considered “investment grade” consisting of 46.1% with actual investment grade ratings and 11.8% with implied investment grade ratings, and approximately 30.0% of the anchor tenants in our multi-tenant portfolio were considered “investment grade” consisting of 20.3% with actual investment grade ratings and 9.7% 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, 2021, our portfolio was 93.2% occupied.
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; (3) draws on our revolving unsecured corporate credit facility (the “Credit Facility”) with BMO Harris Bank N.A.; and (4) the issuance of our 4.500% Senior Notes due 2028 (“Senior Notes”) in the fourth quarter of 2021. See Item 7 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. In May, 2021, we began a deleveraging initiative. We hope to achieve this initiative by reducing outstanding debt, funding acquisitions through cash on hand rather than proceeds from debt, or at lower debt-to-equity ratios, raising equity to fund acquisitions and pay down debt; and increasing revenues through external and internal growth strategies such as property acquisitions and multi-tenant leasing activity. Subsequent to December 31, 2021, in connection with the closing of the first tranche of the CIM Portfolio Acquisition, we borrowed additional amounts under our Credit Facility, however we plan to continue with our deleveraging strategy after the completion of the CIM Portfolio Acquisition in the first quarter of 2022. For additional information on the closing of the first tranche of the CIM Portfolio Acquisition, including funding details, see Item 7. Management’s Discussion and Analysis — Liquidity and Capital Resources and see Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for more information.
We expect to raise additional equity capital and borrow additional monies in the future to fund our capital needs, including future acquisitions. We may issue additional Senior Notes or similar securities in the future particularly as we revise our capital structure following the CIM Portfolio Acquisition in a similar fashion as we may add or refinance existing mortgage debt or indebtedness under our Credit Facility. 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 8 — 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 created several risks and uncertainties that may impact our business, including our future results of operations and our liquidity. Because of the rigorous underwriting standards used by our Advisor and our focus on credit worthy tenants, we collected 100%, 100%, 99% and 100% of cash rent due for the quarters ended March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, respectively, as of January 31, 2022. In addition, we collected 99% of cash rent from our single-tenant portfolio and 100% of cash rent from our multi-tenant portfolio (based on annualized rental income on a straight-line basis as of December 31, 2021). 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.
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Organizational Structure
Substantially all of our business is conducted through The Necessity Retail REIT Operating Partnership, L.P. (formerly known as American Finance Trust 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, Necessity Retail Properties, LLC (formerly known as 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.
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. These regulations have not had a material effect on our business and management does not believe it will have such an impact in the current fiscal year.
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 capital expenditures, earnings, or competitive position and management does not believe it will have such an impact in the future. We do not expect to incur material capital expenditures for environmental control facilities during fiscal 2022. 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,
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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.necessityretailreit.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.
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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.
Certain of the agreements governing our indebtedness may limit our ability to pay dividends on our Class A common stock, our Series A Preferred Stock and our Series C Preferred Stock, and our ability to repurchase 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 and continuing increases in the inflation rate (may) have an adverse effect on our investments and results from operations.
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.
Certain of our tenants are facing increased competition with other non-traditional and online grocery retailers and higher costs due to inflation and supply chain issues, which may negatively impact their businesses.
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 will likely 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.


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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 integrate, manage and lease the properties we acquire in a fashion that meets our expectations or market conditions may result in future vacancies and lower-than expected rental rates;
we may be unable to assume existing debt financing or 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. 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 for much of 2020 and the early part of 2021 and social distancing measures that have resulted in closure and limitations on the operations of many businesses impacting a number of our tenants. Strict “shelter-in-place” and similar orders have generally been lifted, but limitations on indoor occupancy and other restrictions applicable to in-person operations continue and may in the future be re-instituted in some jurisdictions as rates of infection increase in those locations, including in light of the current spread of the Omicron variant and other potentially more contagious variants of the SARS-COV-2 virus. As the COVID-19 pandemic continues, it is highly uncertain to what extent and when any such continuing restrictions will be lifted in various jurisdictions and could depend on numerous factors, including vaccination rates among the population, the effectiveness of the COVID-19 vaccines against these variants and the response by governmental bodies and regulators. 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.
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The COVID-19 pandemic has impacted 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. Supply chain disruption and resulting inflationary pressures, a global labor shortage, and the ebb and flow of COVID-19, including in specific areas, are currently impacting the pace of recovery and outlook. 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, including as a result of an overall labor shortage, lack of skilled labor, increased turnover or labor inflation caused by COVID-19 and vaccine requirements implemented by certain employers in response to COVID-19 mandating that some or all employees get vaccinated or provide proof of vaccination, or as a result of general macroeconomic factors.
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 100%, 100%, 99% and 100% of cash rent due for the quarters ended March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, respectively, as of January 31, 2022. We also entered into rent deferral or abatement agreements (see Item 7. Management’s Discussion and Analysis for additional information). There is no 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 could dilute our stockholders’ interest in us if we sell additional 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;
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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, including vaccine mandates 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 have a material impact on our revenues and cash flow. In addition many of the other risk factors set forth 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. Series A Preferred Stock. 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.
As noted herein, our debt agreements, including the indenture governing the Senior Notes and our Credit Facility, contain various covenants that limit our ability to pay dividends. For example, 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 permitted to pay dividends on these securities and other distributions for any fiscal quarter in an aggregate amount of up to 105% of AFFO (as defined in credit agreement governing the Credit Facility) 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 other distributions, we are able to satisfy a maximum leverage ratio and a maximum unsecured leverage ratio and maintain availability for future borrowings under the Credit Facility of not less than $60 million. If these conditions are not satisfied, the applicable threshold percentage of AFFO 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.
Our ability to pay dividends in the future and comply with the restrictions on the payment of dividends depends on our ability to operate profitably and to generate sufficient cash flows from the operations of our existing properties and any properties we may acquire. We have, in the past, entered into amendments to the Credit Facility or obtained waivers from the lenders thereunder that have permitted us to pay dividends or other distributions in excess of the limits at the time of the amendment or waiver and may need to do so in the future. However, there is no assurance that lenders will consent to any additional amendments or waivers.
During the year ended December 31, 2021, cash used to pay dividends on our Class A common stock, Series A Preferred Stock and Series C 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. 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 these restriction on paying dividends and other distributions in the agreements governing our debt may limit our ability to incur additional indebtedness and use cash that would otherwise be available to us. Funding dividends or other distributions 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 or other distributions 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.
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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.
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, and Jason F. Doyle, our chief financial officer, treasurer and secretary. 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 and an event of default could, in certain circumstances, occur under the credit agreement governing the Credit Facility. 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 skilled personnel due to, among other things, and overall labor shortage, lack of skilled labor, increased turnover or labor inflation, caused by COVID-19 or as a result of other general macroeconomic factors, 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;
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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;
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 two 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, 2021, 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:
TenantDecember 31, 2021
Sanofi US (1)
5.9%
Truist Bank (2)
5.4%
Fresenius5.1%
[1]This property was sold on January 6, 2022. See Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K.
[2]Six properties which represent 0.2% of our consolidated annualized straight-line rent have signed a termination notice effective in the second quarter of 2022.
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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.
As of December 31, 2021 and giving effect to all of the properties acquired or to be acquired in the CIM Portfolio Acquisition, we currently do not expect any one tenant to account for 5.0% or more of our consolidated annualized rental income on a straight-line basis.
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, 2021, 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:
StateDecember 31, 2021
Georgia11.0%
Florida6.7%
New Jersey (1)
6.5%
North Carolina6.4%
Ohio6.2%
South Carolina5.8%
Alabama5.0%
(1) Substantially all of the revenue from this state was derived from the Sanofi property, which was sold on January 6, 2022. Excluding Sanofi, this state would have constituted 0.6% of annualized rental income on a straight-line basis as of December 31, 2021. See Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K.
As of December 31, 2021, our tenants operated in 47 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.
As of December 31, 2021 and giving effect to all of the properties acquired or to be acquired in the CIM Portfolio Acquisition, we expect concentration in most of the states listed above to decrease, although North Carolina and Ohio may have increased concentrations after the closing of the CIM Portfolio Acquisition. Also, we expect that only two additional states (Texas and Illinois) may have concentrations of approximately 5% after the full closing of the CIM Portfolio Acquisition.
Certain of our tenants are facing increased competition with other non-traditional and online grocery retailers and higher costs due to inflation and supply chain issues, which may negatively impact their businesses.
A total of 1.0 million square feet of our portfolio as of December 31, 2021 is leased to grocery store tenants, which will increase to approximately 1.6 million square feet after the closing of the CIM Portfolio Acquisition. Tenants in this category may face higher costs due to inflation and supply chain issues and they face potentially changing consumer preferences and increasing competition from other forms of retailing, such as online grocery retailers and non-traditional grocery retailers such as prepared meal and fresh food delivery services, mass merchandisers, super-centers, warehouse
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club stores and drug stores. Other retail centers within the market area of our properties and meal and food delivery services both inside and outside these market areas compete with our properties for customers, affecting our tenants’ cash flows and thus affecting their ability to pay rent to us.
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, among other things, 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;
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.
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.
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Properties may have vacancies for a significant period of time.
A property may have vacancies either due to tenant defaults or the expiration of leases. If vacancies continue for a long period of time, we may suffer reduced revenues resulting in less cash available for things such as dividends. In addition, because the market value of a property depends principally on the cash generated by the property, the resale value of a property 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 we entered into 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 of 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, which could impact the value of the applicable property or our ability to lease the applicable property on favorable terms.
If a tenant does not renew its lease or otherwise vacate its space, we will likely be required to expend substantial funds to improve and refurbish the vacated space. 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 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.
If we elect to treat one or more of our subsidiaries as a TRS, it will be subject to corporate-level taxes, and our dealings with our 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 TRS will be subject to applicable U.S. federal, state, local and foreign income tax on its taxable income, including corporate income tax on the TRS's income, and is, as a result, less tax efficient than with respect to income we earn directly. The after-tax net income of our TRSs would be available for distribution to us. 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. In addition, the rules, which are applicable to us as a REIT, as described in the preceding risk factors, also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's-length basis. For example, to the extent that the rent paid by one of our TRSs exceeds an arm's-length rental amount, such amount would be potentially subject to a 100% excise tax. While we intend that all transactions between us and our TRSs would be conducted on an arm's-length basis, and therefore, any amounts paid by our TRSs to us would not be subject to the excise tax, no assurance can be given that the IRS would not disagree with our conclusion and levy an excise tax on these transactions.
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 our ability to sell or otherwise dispose of or refinance properties, including by requiring a yield maintenance premium to be paid in connection with the required prepaying of principal upon a sale or disposition. Lock-out provisions may also prohibit us from reducing the outstanding indebtedness with respect to any properties, refinancing such indebtedness on a non-recourse basis at maturity, or increasing the amount of indebtedness with respect to such properties.
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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. In particular, lock-out provisions could preclude us from participating in major transactions that could result in a disposition of our assets or a change in control. Payment yield maintenance premiums in connection with dispositions or refinancings could adversely affect our cash flow.
Recent increase in inflation and continuing increases in the inflation rate (may) have an adverse effect on our investments and results of operations.
Recent increases and continuing increases in the rate of inflation, both real and anticipated, may impact our investments and results of operations. Inflation could erode the value of long-term leases that do not contain indexed escalation provisions, or contain fixed annual rent escalation provisions that are at rates lower than the rate of inflation, and increase expenses including those that cannot be passed through under our leases. Increased inflation could also increase our general and administrative expenses and, as a result of an increase in market interest rate in response to higher than anticipated inflation rate, increase our mortgage and debt interest costs, and these costs could increase at a rate higher than our rent increase. An increase in our expenses, or expenses paid or incurred by our Advisor or its affiliates that are reimbursed by us pursuant to the advisory agreement, or a failure of revenues to increase at least with inflation could adversely impact our results of operations.
For the year ended December 31, 2021, the increase to the 12-month Consumer Price Index for all items, as published by the Bureau of Labor Statistics, was 7.0%. To help mitigate the adverse impact of inflation, approximately 80.9% of our leases with our tenants contain rent escalation provisions in their base rent which average 1.2% per year. 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). Leases with fixed or no escalation provisions may not keep pace with current rates of inflation, whereas leases with indexed escalations may provide more protection against inflation. Approximately 77.8% are fixed-rate, 3.1% are based on the Consumer Price Index and 19.1% do not contain any escalation provisions.
In addition to base rent, our net leases require the single-tenant property leases to pay all the properties operating expenses and our multi-tenant property leases to pay their allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. Increased operating costs paid by our tenants under these net leases could have an adverse impact on our tenants if increases in their operating expenses exceed increases in their revenue, which may adversely affect our tenants’ ability to pay rent owed to us or property expenses to be paid, or reimbursed to us, by our tenants. Many, but not all, of our multi-tenant retail properties are not leased on a triple-net basis and, therefore, not all of the expenses we incur at a property are reimbursed by the tenants at these properties. 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.
Inflation could also have an adverse effect on consumer spending, which could impact the sales generated by our tenants and, in turn, our rental income from properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon achieving certain sales thresholds or other targets.
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.
Growing public concern about climate change has resulted in the increased focus of local, state, regional, national and international regulatory bodies on greenhouse gas (“GHG”) emissions and climate change issues. Legislation to regulate the GHG emissions has periodically been introduced in the U.S. Congress, and there has been a wide-ranging policy debate, both in the U.S. and internationally, regarding the impact of these gases and the possible means for their regulation. Federal, state or foreign legislation or 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 and could also result in increased compliance costs or additional operating restrictions that could adversely impact the business of our tenants and their ability to pay rent.
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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 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, our cash flows may be reduced to the extent we must pay greater amounts for insurance due to changes in cost and availability.
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.
Actual or threatened 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 or damage. Because many of our properties are open to the public, they are exposed to a number of incidents that may take place within or around their premises and that are beyond our control or ability to prevent. 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 actual or threatened 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, the value of our properties and our results of operations. 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 a property, that we acquire, and from time to time, our property taxes may 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 renewal leases or future leases will be negotiated on the same basis. Increases not passed through to tenants will adversely affect the cash flow generated by impacted property.
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.
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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 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 flow. Even in the absence of a purchaser default, the proceeds from the sale 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
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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 must also comply with 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 barriers and could result in the imposition of injunctive relief, monetary penalties, or, in some cases, an award of damages. A determination that a property does 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 that 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, 2021, 42.1% of our single-tenant portfolio and 70% 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, 46.1% have actual investment grade ratings and 11.8% have “implied investment grade” ratings. Of our “investment grade” tenants for our anchor tenants in the multi-tenant portfolio, 20.3% have actual investment grade ratings and 9.7% 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 December 31, 2021, 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.
Risks Related to Multi-tenant Retail Properties
Retail conditions may adversely affect our income.
A substantial amount of our rental income is generated by multi-tenant retail properties. 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 anchored shopping centers and other large retailing companies, the ongoing consolidation in the retail and grocery 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 equity securities may be negatively impacted.
The majority of our leases provide for base rent plus contractual base rent increases but these base increases may not be sufficient to fund increased expenses or may still be below market rates. Our portfolio also includes some leases with a
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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 (112 multi-tenant properties after giving effect to the full closing of the CIM Portfolio Acquisition) that are not subject to net leases representing 30% (approximately 50% after giving effect to the closing of the CIM Portfolio Acquisition) of our annualized rental income on a straight-line basis as of December 31, 2021. 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 leased on a triple-net basis, 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 necessity-based, service retail and experiential retail tenants, will insulate us from the effects online commerce has had on some retail operators that lease space in properties like ours. The shift to online shopping, including online orders for immediate delivery or pickup in store, has further accelerated due to the COVID-19 pandemic, and may cause further declines in brick and mortar sales generated by retail tenants and may cause certain of our tenants to reduce the size or number of their retail locations in the future. Our grocery store tenants are incorporating e-commerce concepts through home deliver or curbside pickup, which could reduce foot traffic at our properties and reduce the demand for these properties. Traditional grocery chains are also subject to increasing competition from new market participants and food retailers who have incorporated the Internet as a direct-to-consumer channel and Internet-only retailers that sell grocery products. This shift may adversely affect our occupancy and rental rates, which would affect our revenues and cash flows. Changes in shopping trends as a result of the growth in e-commerce may also affect the profitability of retailers that do not adapt to changes in market conditions. These conditions may adversely impact our results of operations and cash flows if we are unable to meet the needs of our tenants or if our tenants encounter financial difficulties as a result of changing market conditions. We cannot predict with certainty what future tenants will want, what future retail spaces will look like, or how much revenue will be generated at traditional brick and mortar locations. If we are unable to anticipate and respond promptly to trends in the market (such as space for a drive through or curbside pickup), our occupancy levels and rental rates may decline.
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 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.
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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, 2021, the following industries had concentrations of properties representing 5.0% of our consolidated annualized rental income on a straight-line basis:
IndustryDecember 31, 2021
Gas/Convenience9.6%
Healthcare7.9%
Retail Banking6.6%
Quick Service Restaurant6.2%
Pharmaceuticals (1)
5.9%
Discount Retail5.7%
Specialty Retail5.4%
(1) All of the revenue from this industry was derived from the Sanofi property, which was sold on January 6, 2022. See Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K.
Any adverse situation that disproportionately affects the industries listed above may have a magnified adverse effect on our portfolio.
As of December 31, 2021 and giving effect to all of the properties acquired or to be acquired in the CIM Portfolio Acquisition, we expect concentration in all of the industries listed above to remain between 5% and 10%. Also, we expect that only three additional industries (Home Improvement, Apparel Retail and Grocery) may have concentrations of approximately 5% after the closing of the CIM Portfolio Acquisition.
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 at attractive rents or at all. In some cases, it may take extended periods of time to re-lease a space, particularly one previously occupied by a major tenant or non-owned anchor. Additionally, in the event our tenants are involved in mergers or acquisitions with or by third parties or undertake other restructurings, such tenants may choose t consolidate, downsize or relocate their operations, resulting in terminating or not renewing their leases with us or vacating the leases premises. 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, and may even increase due to inflation or otherwise, 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.
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Risks Related to Debt Financing
Our level of indebtedness may increase our business risks.
As of December 31, 2021, we had total outstanding indebtedness of approximately $2.0 billion. We may incur additional indebtedness in the future for various purposes. Subsequent to December 31, 2021, in connection with the closing of the first tranche of the CIM Portfolio Acquisition on February 11, 2022, we borrowed $170.0 million under our Credit Facility. In addition, we expect to close the remainder of CIM Portfolio Acquisition in successive tranches by the end of March 2022 and we expect to assume additional fixed-rate mortgages of approximately $348.7 million and we expect to borrow an additional $320.0 million under our Credit Facility. For additional information on the CIM Portfolio Acquisition, including funding details, see Item 7. Management’s Discussion and Analysis — Liquidity and Capital Resources and see Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for more information.
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;
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.
We may not be able to reduce the amount of our indebtedness in an effective or time efficient manner. Further, we may increase our leverage depending on debt financing market conditions. During 2021, we completed an offering of Senior Notes. We may issue additional Senior Notes or similar securities in the future particularly as we revise our capital structure following the CIM Portfolio Acquisition in a similar fashion as we may add to or refinance existing mortgage debt or indebtedness under our Credit Facility. Thus, our leverage may increase depending on market conditions.
We have assumed, and in the future may assume, liabilities in connection with our property acquisitions, including unknown liabilities.
In connection with the acquisition of properties, we have assumed and, in the future, may assume existing liabilities, some of which may have been unknown or unquantifiable at the time of the transaction. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of tenants or other persons dealing with the sellers prior to our acquisition of the properties, tax liabilities, and accrued but unpaid liabilities whether incurred in the ordinary course of business or otherwise. If the magnitude of such unknown liabilities is high, either singly or in the aggregate, it could adversely affect our business, financial condition, liquidity and results of operations, cash flows or our ability to satisfy our debt service obligations or maintain our level of distributions on our common stock. In connection with the completed and planned closings of the CIM Portfolio Acquisition, we expect to assume approximately $348.7 million in mortgage debt. See Item 7. Management’s Discussion and Analysis — Liquidity and Capital Resources and see Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for more information.
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Certain of the agreements governing our other indebtedness, contain restrictive covenants that limit our ability to pay distributions and otherwise limit our operating flexibility.
Certain of the agreements governing our indebtedness, including the Credit Facility (as defined herein) and the indenture governing the Senior Notes, 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. 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 share repurchases, unless we satisfy, after giving effect to the payments, a maximum unsecured leverage ratio and a maximum leverage ratio and also have availability for future borrowings under the Credit Facility of not less than $60 million. 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, the indenture governing the Senior Notes or other debt agreements, including restrictions on the payment of dividends under certain of the agreements governing our indebtedness, 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, or waiver, necessary to maintain compliance with our Credit Facility or the Senior Notes. 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 interest rates may make it difficult for us to finance or refinance properties.
We have incurred, and may continue to incur, debt, including debt secured by our properties. We run the risk of being unable to refinance our indebtedness, especially 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 indebtedness is refinanced, we may not be able to refinance and we may be required to obtain equity financing to repay the indebtedness or the property securing a mortgage may be subject to foreclosure.
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 changes in 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 post additional collateral or sell one or more of our investments in properties even though we would not otherwise choose to do so.
As of December 31, 2021, none of our $2.0 billion in total gross outstanding debt was variable-rate debt indexed to London Interbank Offered Rate (“LIBOR”). Subsequent to December 31, 2021, in connection with the closing of the first tranche of the CIM Portfolio Acquisition on February 11, 2022, we borrowed $170.0 million under our Credit Facility. In addition, we expect to close the CIM Portfolio Acquisition in successive tranches by the end of March 2022 and we expect to assume additional fixed-rate mortgages of approximately $348.7 million and we expect to borrow an additional $320.0 million under our Credit Facility. For additional information on the closing of the first tranche of the CIM Portfolio Acquisition, including funding details, see Item 7. Management’s Discussion and Analysis — Liquidity and Capital Resources and see Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for more information. To the extent we do not hedge our variable rate exposure for borrowings under our Credit Facility, we would be exposed to interest rate volatility with respect to LIBOR and rising rates in general.
The Financial Conduct Authority ceased publishing the one-week and two month USD LIBOR settings after December 31, 2021 as previously announced, and has announced its intention to cease publishing the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. The Federal Reserve Board and the Federal Reserve Bank of New York has 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. We are not able to predict when there will be sufficient liquidity in the SOFR market. We are monitoring and evaluating the risks related to 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
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could present challenges. 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 June 30, 2023, 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 changes in LIBOR, could adversely affect us. The Credit Facility contains terms governing the establishment of a replacement index to serve as an alternative to LIBOR.
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. We may also face a heightened level of interest rate risk as the U.S. Federal Reserve Board and the European Central Bank have begun tapering their respective quantitative easing programs. The U.S. Federal Reserve Board announced its intention to begin increasing interest rates, and the Bank of England increased interest rates for the first time since the onset of the pandemic in December 2021. All of these actions will likely lead to increases in our borrowing costs. 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 pricing and projected returns for any future acquisitions. This may result in future acquisitions generating lower overall economic returns. Volatility in the debt markets may negatively impact our ability to borrow monies to finance the purchase of, or other activities related to, our real estate assets.
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 which could negatively impact the value of our assets.
Covenants in our debt agreements will restrict our activities and could adversely affect our business.
Our debt agreements, including the indenture governing the Senior Notes and the credit agreement governing the Credit Facility, contain various covenants that limit our ability and the ability of our subsidiaries to engage in various transactions including, as applicable:
incurring or guaranteeing additional secured and unsecured debt;
creating liens on our assets;
making investments or other restricted payments;
entering into transactions with affiliates;
creating restrictions on the ability of our subsidiaries to pay dividends or other amounts to us;
selling assets;
making optional prepayments of indebtedness during a payment default or an event of default under the Credit Facility;
effecting a consolidation or merger or selling all or substantially all of our assets; and
amending certain material agreements, including material leases and debt agreements.
These covenants limit our operating flexibility and could prevent us from taking advantage of business opportunities as they arise, growing our business or competing effectively. In addition, the Credit Facility requires us to comply with financial maintenance covenants, including, among other things, a maximum consolidated leverage ratio, a minimum fixed charge coverage ratio, a maximum secured recourse indebtedness to total asset value ratio and a minimum net worth test. 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 share repurchases, unless we satisfy, after giving effect to the payments, a maximum unsecured leverage ratio and a maximum leverage ratio and also have availability for future borrowings under the Credit Facility of not less than $60 million. We are also required to maintain total unencumbered assets of at least 150% of our unsecured indebtedness under the indenture governing the Senior Notes. Our ability to meet these requirements may be affected by events beyond our control, and we may not meet these requirements. We may be unable to maintain compliance with these covenants and, if we fail to do so, we may be unable to obtain waivers from the lenders or indenture trustee, as applicable, or amend the covenants.
A breach of any of the covenants or other provisions in our debt agreements could result in an event of default, which if not cured or waived, could result in such debt becoming due and payable, either automatically or after an election to accelerate by the required percentage of the holders of the indebtedness or by an agent for the holders of the indebtedness.
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This, in turn, could cause our other debt, including the Senior Notes and the Credit Facility, to become due and payable as a result of cross-default or cross-acceleration provisions contained in the agreements governing such other debt and permit certain of our lenders to foreclose on our assets, if any, that secure this debt. In the event that some or all of our debt is accelerated and becomes immediately due and payable, we may not have the funds to repay, or the ability to refinance our debt.
We may not have the funds necessary to finance the repurchase of the Senior Notes in connection with a change of control offer required by the indenture governing the Senior Notes.
Upon the occurrence of a “Change of Control Triggering Event” defined in the indenture governing the Senior Notes, we are required to make an offer to repurchase all outstanding Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest on the Senior Notes, if any, but not including, the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time we are required to make this offer. In addition, restrictions under future debt we may incur, may not allow us to repurchase the Senior Notes upon a Change of Control Triggering Event, and we expect that a change in control will result in an event of default under the Credit Facility, which could result in such debt becoming immediately due and payable and the commitments thereunder terminated. If we could not refinance such senior debt or otherwise obtain a waiver from the holders of such debt, we would be prohibited from repurchasing the Senior Notes, which would constitute an event of default under the indenture governing the Senior Notes, which in turn would constitute a default under our Credit Facility. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture governing the Senior Notes although these types of transactions could affect our capital structure or credit ratings and the holders of the Senior Notes. Further, courts interpreting change of control provisions under New York law (which is the governing law of the indenture governing the Senior Notes) have not provided clear and consistent meanings of change of control provisions which leads to subjective judicial interpretation of what may constitute a “Change of Control.”
A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.
Any rating assigned to debt securities that we or our OP issues could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Any lowering of the ratings likely would make it more difficult or more expensive for us to obtain additional debt financing.

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.
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
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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 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 entered into with the Advisor in 2021 (the “2021 OPP”), the Advisor may earn LTIP Units if certain performance conditions are met over a three-year performance period that ends in July 2024. These arrangements may result in the Advisor taking actions or recommending investments that are riskier or more speculative absent these compensation arrangements. In addition, the fees and other compensation payable to the Advisor reduce the cash available for investment or other corporate purposes.
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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, including the level of indebtedness, 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;
increases in interest rates and fluctuations in exchange rates;
inflation and continuing increases in the inflation rate;
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, 2021.
Moreover, although shares of both the Series A Preferred Stock and Series C Preferred Stock are listed on the 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 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. An increase in interest rates available to investors could also make an investment in our Common Stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our Common Stock.
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.
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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.
Our board of directors previously adopted a stockholder rights plan and authorized a dividend of one preferred share purchase right. These rights expire 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 a fraction of our Series B Preferred Stock. 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, but are not limited to, 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.
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.
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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 Maryland General Corporation Law (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 thereby diluting the holdings of existing stockholders.
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, 2021, we had the following stock issued and outstanding: (i) 123,783,060 shares of Class A common stock; (ii) 7,933,711 shares of Series A Preferred Stock; and (iii) 4,594,498 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
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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 of our Class A common stock, Series A Preferred Stock, Series C Preferred Stock or another series of preferred stock pursuant to our existing at-the-market programs or any similar future program as well as in other public or private offerings, including shelf offerings, and 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 ends in July 2024. 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 have or expect to issue shares of our Class A common stock or Class A Units of our OP to sellers of properties we acquired, including up to $53.4 million worth of shares of Class A common stock which we are required to register for resale in connection with properties acquired in the CIM Portfolio Acquisition, and may continue to do so in the future. For additional information on the closing of the first tranche of the CIM Portfolio Acquisition, including funding details, see Item 7. Management’s Discussion and Analysis — Liquidity and Capital Resources and see Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for more information.
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.
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
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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 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.
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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 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.
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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, for distributions declared on or before June 30, 2022 with respect to our Class A Common Stock, as much as 90% of the distribution may be in shares of our Class A common stock, and 80% thereafter. 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 distribution to the extent the shares are purchased at a discount to fair market value. As a result, unless a stockholder is a
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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 corporation.” As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke
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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.
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Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The following table represents certain additional information about the properties we owned at December 31, 2021:
PortfolioSegmentAcquisition DateNumber of
Properties
Rentable Square Feet
Remaining Lease
Term [1]
Percentage Leased
(In thousands)
Dollar General ISingle-TenantApr 2013; May 20132186.3100.0%
Walgreens ISingle-TenantJul 201311015.8100.0%
Dollar General IISingle-TenantJul 20132186.4100.0%
AutoZone ISingle-TenantJul 2013185.6100.0%
Dollar General IIISingle-TenantJul 20135466.4100.0%
BSFS ISingle-TenantJul 2013192.1100.0%
Dollar General IVSingle-TenantJul 20132184.2100.0%
Tractor Supply ISingle-TenantAug 20131195.9100.0%
Dollar General VSingle-TenantAug 20131126.1100.0%
Mattress Firm ISingle-TenantAug 2013; Nov 2013; Feb 2014; Mar 2014; Apr 20145245.0100.0%
Family Dollar ISingle-TenantAug 201318100.0%
Lowe's ISingle-TenantAug 201356717.5100.0%
O'Reilly Auto Parts ISingle-TenantAug 20131118.5100.0%
Food Lion ISingle-TenantAug 20131457.8100.0%
Family Dollar IISingle-TenantAug 2013181.5100.0%
Walgreens IISingle-TenantAug 201311411.3100.0%
Dollar General VISingle-TenantAug 2013194.2100.0%
Dollar General VIISingle-TenantAug 2013196.3100.0%
Family Dollar IIISingle-TenantAug 2013180.7100.0%
Chili's ISingle-TenantAug 20132133.9100.0%
CVS ISingle-TenantAug 20131104.1100.0%
Joe's Crab Shack ISingle-TenantAug 2013185.2100.0%
Dollar General VIIISingle-TenantSep 2013196.6100.0%
Tire Kingdom ISingle-TenantSep 2013173.2100.0%
AutoZone IISingle-TenantSep 2013171.4100.0%
Family Dollar IVSingle-TenantSep 2013181.5100.0%
Fresenius ISingle-TenantSep 2013163.5100.0%
Dollar General IXSingle-TenantSep 2013193.3100.0%
Advance Auto ISingle-TenantSep 20131119.6100.0%
Walgreens IIISingle-TenantSep 20131154.2100.0%
Walgreens IVSingle-TenantSep 20131142.8100.0%
CVS IISingle-TenantSep 201311615.1100.0%
Arby's ISingle-TenantSep 2013136.5100.0%
Dollar General XSingle-TenantSep 2013196.3100.0%
AmeriCold ISingle-TenantSep 201391,4075.7100.0%
Home Depot ISingle-TenantSep 201321,3155.1100.0%
New Breed Logistics ISingle-TenantSep 201313904.3100.0%
Truist Bank I (2)
Single-TenantSep 201318926.293.5%
National Tire & Battery ISingle-TenantSep 20131111.9100.0%
Circle K ISingle-TenantSep 201319556.8100.0%
Walgreens VSingle-TenantSep 20131145.7100.0%
Walgreens VISingle-TenantSep 20131157.3100.0%
FedEx Ground ISingle-TenantSep 20131221.4100.0%
Walgreens VIISingle-TenantSep 201381137.5100.0%
O'Charley's ISingle-TenantSep 2013201359.8100.0%
Krystal ISingle-TenantSep 20135117.7100.0%
1st Constitution Bancorp ISingle-TenantSep 2013132.1100.0%
Tractor Supply IISingle-TenantOct 20131231.7100.0%
United Healthcare I [3]
Single-TenantOct 20131400—%
National Tire & Battery IISingle-TenantOct 20131710.4100.0%
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PortfolioSegmentAcquisition DateNumber of
Properties
Rentable Square Feet
Remaining Lease
Term [1]
Percentage Leased
(In thousands)
Tractor Supply IIISingle-TenantOct 20131196.3100.0%
Verizon WirelessSingle-TenantOct 2013147.8100.0%
Dollar General XISingle-TenantOct 2013195.3100.0%
Talecris Plasma Resources ISingle-TenantOct 20131221.2100.0%
Amazon ISingle-TenantOct 20131791.6100.0%
Fresenius IISingle-TenantOct 20132165.6100.0%
Dollar General XIISingle-TenantNov 2013; Jan 20142187.0100.0%
Dollar General XIIISingle-TenantNov 2013194.2100.0%
Advance Auto IISingle-TenantNov 20132149.6100.0%
FedEx Ground IISingle-TenantNov 20131491.6100.0%
Burger King ISingle-TenantNov 20134116915.8100.0%
Dollar General XIVSingle-TenantNov 20133276.4100.0%
Dollar General XVSingle-TenantNov 2013196.8100.0%
FedEx Ground IIISingle-TenantNov 20131241.7100.0%
Dollar General XVISingle-TenantNov 2013193.9100.0%
Family Dollar VSingle-TenantNov 2013181.2100.0%
CVS IIISingle-TenantDec 20131112.1100.0%
Mattress Firm IIISingle-TenantDec 2013156.5100.0%
Arby's IISingle-TenantDec 2013146.3100.0%
Family Dollar VISingle-TenantDec 20132172.1100.0%
SAAB Sensis ISingle-TenantDec 20131913.2100.0%
Citizens Bank ISingle-TenantDec 20139312.0100.0%
Truist Bank II [2]
Single-TenantJan 201414765.482.6%
Mattress Firm IVSingle-TenantJan 2014152.7100.0%
FedEx Ground IVSingle-TenantJan 20141591.5100.0%
Mattress Firm VSingle-TenantJan 2014161.8100.0%
Family Dollar VIISingle-TenantFeb 2014182.5100.0%
Aaron's ISingle-TenantFeb 2014181.7100.0%
AutoZone IIISingle-TenantFeb 2014171.2100.0%
C&S Wholesale Grocer ISingle-TenantFeb 201413600.5100.0%
Advance Auto IIISingle-TenantFeb 20141610.0100.0%
Family Dollar VIIISingle-TenantMar 20143251.6100.0%
Dollar General XVIISingle-TenantMar 2014; May 20143276.3100.0%
Truist Bank III [2]
Single-TenantMar 2014673387.995.4%
Truist Bank IVSingle-TenantMar 20146338.0100.0%
First Horizon BankSingle-TenantMar 20148407.3100.0%
Draper Aden AssociatesSingle-TenantMar 20141789.0100.0%
Church of Jesus ChristSingle-TenantMar 2014131.7100.0%
Dollar General XVIIISingle-TenantMar 2014196.3100.0%
Sanofi US I [4]
Single-TenantMar 2014173711.0100.0%
Family Dollar IXSingle-TenantApr 2014182.2100.0%
Stop & Shop ISingle-TenantMay 201474925.0100.0%
Bi-Lo ISingle-TenantMay 20141560.1100.0%
Dollar General XIXSingle-TenantMay 20141126.7100.0%
Dollar General XXSingle-TenantMay 20145495.3100.0%
Dollar General XXISingle-TenantMay 2014196.7100.0%
Dollar General XXIISingle-TenantMay 20141115.3100.0%
FedEx Ground VSingle-TenantFeb 20161463.6100.0%
FedEx Ground VISingle-TenantFeb 201611213.7100.0%
FedEx Ground VIISingle-TenantFeb 20161423.8100.0%
FedEx Ground VIIISingle-TenantFeb 20161793.8100.0%
Liberty Crossing Multi-TenantFeb 201711063.383.5%
San Pedro Crossing Multi-TenantFeb 201712074.587.8%
Tiffany Springs MarketCenter Multi-TenantFeb 201712653.985.9%
The Streets of West Chester Multi-TenantFeb 201712378.885.3%
Prairie Towne Center Multi-TenantFeb 201712648.480.9%
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PortfolioSegmentAcquisition DateNumber of
Properties
Rentable Square Feet
Remaining Lease
Term [1]
Percentage Leased
(In thousands)
Southway Shopping CenterMulti-TenantFeb 201711825.098.8%
Stirling Slidell Centre Multi-TenantFeb 201711401.645.8%
Northwoods Marketplace Multi-TenantFeb 201712363.698.3%
Centennial Plaza Multi-TenantFeb 201712341.999.5%
Northlake Commons Multi-TenantFeb 201711093.987.6%
Shops at Shelby Crossing Multi-TenantFeb 201712364.695.1%
Shoppes of West MelbourneMulti-TenantFeb 201711445.382.1%
The Centrum Multi-TenantFeb 201712749.977.8%
Shoppes at Wyomissing Multi-TenantFeb 201711032.158.7%
Southroads Shopping Center Multi-TenantFeb 201714094.077.4%
Parkside Shopping Center Multi-TenantFeb 201711833.479.6%
Colonial Landing Multi-TenantFeb 201712646.693.3%
The Shops at West End Multi-TenantFeb 201713826.883.9%
Township Marketplace Multi-TenantFeb 201712992.885.5%
Cross Pointe Centre Multi-TenantFeb 201712269.498.6%
Towne Centre PlazaMulti-TenantFeb 20171941.3100.0%
Village at Quail Springs Multi-TenantFeb 201711005.4100.0%
Pine Ridge Plaza Multi-TenantFeb 201712392.695.8%
Bison Hollow Multi-TenantFeb 201711352.9100.0%
Jefferson Commons Multi-TenantFeb 201712065.397.9%
Northpark Center Multi-TenantFeb 201713184.497.2%
Anderson Station Multi-TenantFeb 201712445.3100.0%
Patton CreekMulti-TenantFeb 201714913.472.7%
North Lakeland Plaza Multi-TenantFeb 201711713.698.0%
Riverbend Marketplace Multi-TenantFeb 201711433.192.5%
Montecito Crossing Multi-TenantFeb 201711804.382.3%
Best on the Boulevard Multi-TenantFeb 201712053.890.8%
Shops at RiverGate South Multi-TenantFeb 201711454.593.4%
Dollar General XXIIISingle-TenantMar 2017; May 2017; Jun 20178717.6100.0%
Jo-Ann Fabrics ISingle-TenantApr 20171183.1100.0%
Bob Evans ISingle-TenantApr 20172211115.3100.0%
FedEx Ground IXSingle-TenantMay 20171544.4100.0%
Chili's IISingle-TenantMay 2017165.8100.0%
Sonic Drive In ISingle-TenantJun 20172310.5100.0%
Bridgestone HOSEPower ISingle-TenantJun 20172417.6100.0%
Bridgestone HOSEPower IISingle-TenantJul 20171257.8100.0%
FedEx Ground XSingle-TenantJul 201711425.5100.0%
Chili's IIISingle-TenantAug 2017165.8100.0%
FedEx Ground XISingle-TenantSep 20171295.5100.0%
Hardee's ISingle-TenantSep 201727—%
Tractor Supply IVSingle-TenantOct 20172514.9100.0%
Circle K IISingle-TenantNov 201762015.5100.0%
Sonic Drive In IISingle-TenantNov 2017203115.9100.0%
Bridgestone HOSEPower IIISingle-TenantDec 20171218.5100.0%
Sonny's BBQ ISingle-TenantJan 201831912.1100.0%
Mountain Express ISingle-TenantJan 201893016.0100.0%
Kum & Go ISingle-TenantFeb 2018156.4100.0%
DaVita ISingle-TenantFeb 20182134.2100.0%
Imperial ISingle-TenantMar 201892218.8100.0%
Mountain Express IISingle-TenantJun 2018155916.3100.0%
Dialysis ISingle-TenantJul 20187656.4100.0%
Children of America ISingle-TenantAug 201823311.779.7%
Burger King IISingle-TenantAug 20181311.7100.0%
Imperial IISingle-TenantAug 201891818.8100.0%
Bob Evans IISingle-TenantAug 20182211215.3100.0%
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PortfolioSegmentAcquisition DateNumber of
Properties
Rentable Square Feet
Remaining Lease
Term [1]
Percentage Leased
(In thousands)
Mountain Express IIISingle-TenantSep 2018144716.6100.0%
Taco John'sSingle-TenantSep 201871511.8100.0%
HIFZA TradingSingle-TenantOct 20181419.0100.0%
DaVita IISingle-TenantOct 20181105.7100.0%
Pizza Hut ISingle-TenantOct 201892311.8100.0%
Little Caesars ISingle-TenantDec 2018111917100.0%
Caliber Collision ISingle-TenantDec 201834810.3100.0%
Tractor Supply VSingle-TenantDec 2018; Mar 20195979.7100.0%
Fresenius IIISingle-TenantJan 20196445.4100.0%
Pizza Hut IISingle-TenantJan 2019308617.1100.0%
Mountain Express IVSingle-TenantFeb 201982817.1100.0%
Mountain Express VSingle-TenantFeb 2019; Mar 2019; Apr 2019189617.2100.0%
Fresenius IVSingle-TenantMar 2019199.9100.0%
Mountain Express VISingle-TenantJun 20191317.1100.0%
IMTAASingle-TenantMay 2019; Jan 2020124017.5100.0%
Pizza Hut IIISingle-TenantMay 2019; Jun 2019134717.4100.0%
Fresenius VSingle-TenantJun 201921910.4100.0%
Fresenius VISingle-TenantJun 20191105100.0%
Fresenius VIISingle-TenantJun 20193598.750.1%
Caliber Collision IISingle-TenantAug 20191197.3100.0%
Dollar General XXVSingle-TenantSep 20195449100.0%
Dollar General XXIVSingle-TenantSep 2019; Oct 201998212.6100.0%
Mister Carwash ISingle-TenantSep 201931317.8100.0%
Checkers ISingle-TenantSep 20191117.7100.0%
DaVita IIISingle-TenantSep 2019; Mar 20202207.6100.0%
Dialysis IISingle-TenantSep 2019504267100.0%
Mister Carwash IISingle-TenantNov 20192817.9100.0%
Advance Auto IVSingle-TenantDec 2019; Jan 202014967.5100.0%
Advance Auto VSingle-TenantDec 201911738.4100.0%
Dollar General XXVISingle-TenantDec 20191211410.4100.0%
Pizza Hut IVSingle-TenantDec 2019; Mar 2020165018100.0%
American Car Center ISingle-TenantMar 20201617818.3100.0%
BJ's Wholesale ClubSingle-TenantMar 202011108.8100.0%
Mammoth Car WashSingle-TenantMar 202095618.3100.0%
Mammoth Car WashSingle-TenantApr 202011818.3100.0%
Mammoth Car WashSingle-TenantApr 20201418.3100.0%
DaVita IVSingle-TenantApr 20201109.5100.0%
GPMSingle-TenantJul 20203011214.4100.0%
IMTAA IISingle-TenantAug 2020; Dec 2020105413.7100.0%
Fresenius IXSingle-TenantNov 20206469.2100.0%
Kamla KaurSingle-TenantDec 2020103719.0100.0%
Dialysis IIISingle-TenantDec 2020; Dec 2021161394.0100.0%
National Convenience DistributorsSingle-TenantMar 2021538519.3100.0%
Advance Auto VISingle-TenantMar 20212145.5100.0%
Dollar General XXVIISingle-TenantMay 2021; Sept 2021171626.1100.0%
Pick N'SaveSingle-TenantJun 20211617.0100.0%
Tidal Wave ISingle-TenantJul 2021; Aug 2021; Oct 2021145419.5100.0%
Imperial RelianceSingle-TenantJul 20212419.6100.0%
Aaron's IISingle-TenantAug 2021161395.5100.0%
Heritage ISingle-TenantDec 202154320.0100.0%
Fidelity ISingle-TenantDec 202165520.0100.0%
Total97620,0318.693.2%
__________
[1]Remaining lease term in years as of December 31, 2021. 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.
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[2]Includes eight properties leased to Truist Bank which were unoccupied as of December 31, 2021 and were 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]The tenant’s lease at this property expired effective July 1, 2021. See Note 3 — Real Estate Investments to our consolidated financial statements included in this Annual Report on Form 10-K for further details regarding our plans for this property and its related impairment.
[4]This property was considered held-for-sale as of December 31, 2021 and was sold on January 6, 2022. See Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for further details.

The following table details the classification of our properties by segment:

SegmentNumber of PropertiesRentable Square Feet
Remaining Lease Term [1]
Percentage Leased
(In thousands)
Multi-Tenant337,171 4.8 87.6 %
Single-Tenant94312,860 10.2 96.3 %
      Total97620,031 8.6 93.2 %
[1]Remaining lease term in years as of December 31, 2021. 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.

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The following table details the geographic distribution, by state, of our properties owned as of December 31, 2021:
StateNumber of
Properties
Annualized Rental Income on a Straight-Line Basis [1]
Annualized Rental Income on a Straight-Line Basis %Square FeetSquare Feet %
(In thousands)(In thousands)
Alabama46$14,544 5.0 %1,405 6.9 %
Alaska1409 0.1 %0.1 %
Arizona1352 0.1 %22 0.1 %
Arkansas162,387 0.8 %88 0.4 %
California1228 0.1 %0.1 %
Colorado6776 0.3 %52 0.3 %
Connecticut41,801 0.6 %98 0.5 %
Delaware1176 0.1 %0.1 %
District of Columbia1236 0.1 %0.1 %
Florida6019,365 6.7 %1,199 5.9 %
Georgia11131,677 11.0 %1,996 9.9 %
Idaho3331 0.1 %14 0.1 %
Illinois5110,517 3.6 %741 3.7 %
Indiana152,109 0.7 %91 0.5 %
Iowa252,662 0.9 %166 0.8 %
Kansas154,506 1.6 %282 1.4 %
Kentucky2810,747 3.7 %677 3.4 %
Louisiana336,515 2.3 %354 1.8 %
Maine3349 0.1 %27 0.1 %
Maryland4858 0.3 %21 0.1 %
Massachusetts139,269 3.2 %992 5.0 %
Michigan719,483 3.3 %527 2.6 %
Minnesota910,597 3.7 %761 3.8 %
Mississippi375,821 2.0 %252 1.3 %
Missouri115,932 2.1 %493 2.5 %
Montana121,184 0.4 %42 0.2 %
Nebraska3495 0.2 %12 0.1 %
Nevada46,691 2.3 %408 2.0 %
New Hampshire1127 — %0.1 %
New Jersey (2)
418,655 6.5 %817 4.2 %
New Mexico3629 0.2 %47 0.2 %
New York172,774 1.0 %227 1.1 %
North Carolina4918,415 6.4 %1,525 7.5 %
North Dakota31,222 0.4 %170 0.9 %
Ohio7717,873 6.2 %1,042 5.2 %
Oklahoma179,929 3.5 %834 4.2 %
Pennsylvania259,763 3.4 %540 2.7 %
Rhode Island32,495 0.9 %156 0.8 %
South Carolina4116,851 5.8 %1,618 8.0 %
South Dakota2339 0.1 %47 0.2 %
Tennessee323,683 1.3 %185 0.9 %
Texas3513,660 4.7 %839 4.2 %
Utah41,087 0.4 %41 0.2 %
Vermont184 — %22 0.1 %
Virginia 243,640 1.3 %214 1.1 %
West Virginia333,077 1.1 %261 1.3 %
Wisconsin102,515 0.9 %627 3.1 %
Wyoming101,318 0.5 %66 0.2 %
Total976288,153 100 %20,031 100 %
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__________
[1]Annualized rental income on a straight-line basis is calculated using the most recent available lease terms as of December 31, 2021, 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.
[2]Substantially all of the revenue from this state was derived from the Sanofi property, which was sold on January 6, 2022. Excluding Sanofi, this state would have constituted 0.6% of annualized rental income on a straight-line basis as of December 31, 2021. See Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K.
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, 2021, excluding the Sanofi property which was sold on January 6, 2022. 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
2022$260,667 
2023248,310 
2024232,908 
2025215,088 
2026198,241 
2027170,338 
2028138,951 
2029131,373 
2030106,915 
203196,141 
Thereafter557,631 
 $2,356,563 
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, 2021, excluding the Sanofi property which was sold on January 6, 2022.
Year of ExpirationNumber of
Leases
Expiring
Annualized Rental Income on a
Straight-Line Basis [1]
Annualized Rental Income on a
Straight-Line Basis %
Square FeetSquare Feet %
(In thousands)(In thousands)
202274 $7,397 2.6 %795 4.3 %
2023117 18,350 6.4 %1,244 6.7 %
2024111 15,879 5.5 %1,126 6.1 %
2025128 22,579 7.8 %1,736 9.4 %
2026100 23,652 8.2 %1,862 10.1 %
2027126 37,163 12.9 %3,941 21.3 %
202891 13,389 4.6 %1,014 5.5 %
2029133 22,739 7.9 %1,353 7.3 %
203053 12,180 4.2 %929 5.0 %
203162 13,623 4.7 %654 3.5 %
995 $186,951 64.8 %14,654 79.2 %
__________
[1]Annualized rental income on a straight-line basis is calculated using the most recent available lease terms as of December 31, 2021, 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.
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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, 2021.
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, 2021. No single property had rentable square footage that exceeded 5.0% or more of our total portfolio’s rentable square feet.
On January 6, 2022, we disposed of the Sanofi property. Sanofi US - Bridgewater, NJ was a freestanding, single-tenant office facility, comprised of 736,572 total rentable square feet and was 100.0% leased to Aventis, Inc., a member of the Sanofi-Aventis Group. The lease had annualized rental income on a straight-line basis of $17.1 million which represented 5.9% of the total portfolio. See Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
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, 2021 and 2020. In addition, see Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for additional information relating to additional mortgage debt assumed and borrowings under our Credit Facility in connection with the acquisition of the CIM Portfolio Acquisition.
Item 3. Legal Proceedings.
Refer to “Litigation and Regulatory Matters” in Note 10 — 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.

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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. Pursuant to our name change, we began trading our Class A common stock under the symbol “RTL” as of February 15, 2022. 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, 2021. The graph assumes an investment of $100 on July 19, 2018 with the reinvestment of dividends.

rtl-20211231_g2.jpg
Holders
As of February 18, 2022, we had 129,809,464 shares of Class A common stock outstanding held by a total of 6,836 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.
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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, 2021, 2020 and 2019. All dividends paid on the Series A Preferred Stock and Series C Preferred Stock were considered 100% ordinary dividend income for tax purposes.
Year Ended December 31,
(In thousands)202120202019
Return of capital94.8 %$0.81 90.3 %$0.63 90.2 %$0.99 
Ordinary dividend income5.2 %0.04 9.7 %0.07 9.8 %0.11 
Total100.0 %$0.85 100.0 %$0.70 100.0 %$1.10 
Dividends to Common Stockholders
During the period of January 2019 through March 2020, we paid dividends on our common stock on a monthly basis at an annualized rate equal to a rate of $1.10 per share, or $0.0916667 per share per month. 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.
Equity-Based Compensation
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”). On May 4, 2021, the Company’s independent directors, authorized an award of LTIP Units under the 2021 OPP after the performance period under the 2018 OPP expired on July 19, 2021 (no LTIP Units were earned), and, on July 21, 2021, the Company, the OP and the Advisor entered into the 2021 OPP.


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The following table sets forth information regarding securities authorized for issuance under the 2018 Equity Plan and the 2021 OPP as of December 31, 2021:
Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and RightsWeighted-Average Exercise Price of Outstanding Options, Warrants and RightsNumber 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
8,528,885 
[1]
— 3,008,872 
[2]
Total8,528,885 
[1]
— 3,008,872 
[2]
__________
[1]Represents shares of Class A common stock underlying LTIP Units awarded pursuant to the 2021 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 20, 2021 and will end on the earliest of (i) July 20, 2024, (ii) the effective date of any Change of Control (as defined in the 2021 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 2021 OPP, please see Note 13 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, 2021, we had 123,783,060 shares of Class A common stock issued and outstanding on a fully diluted basis, and 9,369,434 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 13 — 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. [Reserved].


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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 historically focused our 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. In December 2021, we signed a purchase and sale agreement to acquire 79 multi-tenant retail centers and two single-tenant properties (the “CIM Portfolio Acquisition”), representing a strategic shift away from a primary focus on single-tenant retail properties. On February 11, 2022, we closed on the first tranche of the CIM Portfolio Acquisition and acquired 44 properties for a contract purchase price of $547.4 million. We expect to complete the closing of the transaction in successive tranches by the end of March 2022. For additional information on the closing of the first tranche of the CIM Portfolio Acquisition, including funding details, see “Liquidity and Capital Resources” herein and see Note 16 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for more information.
As of December 31, 2021, we owned 976 properties, comprised of 20.0 million rentable square feet, which were 93.2% leased, including 943 single-tenant net leased commercial properties (902 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, 2021, the total single-tenant properties comprised 70% of our total portfolio and were 61% leased to service retail tenants, and the total multi-tenant properties comprised 30% of our total portfolio and were 49% leased to experiential retail tenants, defined as tenants in the restaurant, discount retail, entertainment, salon/beauty and grocery sectors, among others.
Including the pro forma impact of the closing of the first tranche and the planned closing of the second tranche CIM Portfolio Acquisition and disposal of the Sanofi property but assuming no other subsequent acquisitions or dispositions, as of December 31, 2021 we owned 1,056 properties, comprised of 28.8 million rentable square feet, including 944 single-tenant net leased commercial properties (904 of which are leased to retail tenants) and 112 multi-tenant retail properties.
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 COVID-19 global pandemic has created several risks and uncertainties that may impact our business, including our future results of operations and our 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. 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.”
We have taken several steps to mitigate the impact of the pandemic on our business. 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 100% of the original cash rent due for the fourth quarter 2021 across our entire portfolio, (based on the total of fourth quarter cash rent due across our portfolio). This was consistent with the first, second, and third quarters of 2021 and an improvement from the fourth quarter of 2020 and reflects the expiration of rent deferral agreements where tenants have resumed paying full rent as well as collections of deferred rent paid during the quarter.
“Original cash rent” refers to contractual rents on a cash basis due from tenants as stipulated in their originally executed lease agreement at inception or as amended, prior to any rent deferral agreement. We calculate “original cash rent collections” by comparing the total amount of rent collected during the period to the original cash rent due. Total rent collected during the
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period includes both original cash rent due and payments made by tenants pursuant to rent deferral agreements. Eliminating the impact of deferred rent paid, we collected 98% of original cash rent collections for the fourth quarter of 2021.
A deferral agreement is an executed or approved amendment to an existing lease to defer a certain portion of cash rent due to a future period. During the year ended December 31, 2021, we granted rent deferrals for an aggregate of $0.4 million or less than 1% of original cash rent due for the year. Nearly all amounts deferred are scheduled for repayment during various times through the end of 2022. During the year ended December 31, 2021, we collected approximately 81% of the total $7.4 million rents we previously deferred. During the year ended December 31, 2021, we granted rent abatements for $0.8 million or less than 1% of original cash rent due for the year. During the year ended December 31, 2020, we granted rent abatements for $2.7 million. The most common arrangements granted provide deferral of some or all of the rent due for the period in which the arrangement was granted with such amounts to be paid in 2022. The terms of these lease amendments providing for rent deferrals and abatements differ by tenant in terms of length and amount of the deferral or abatement, although the deferrals and abatements are generally coupled with an extension of the lease.
The cash rent collections for the fourth quarter of 2021 is based on cash collected, in respect of cash rent, as of January 31, 2022. Cash receipts received in January are not, however, included in cash and cash equivalents on our December 31, 2021 consolidated balance sheet. 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 amounts previously deferred. 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.
The table below presents the percentage of original cash rent for our single-tenant portfolio, our multi-tenant portfolio, and our total portfolio we collected in each fiscal quarter of 2020 and 2021.
Period
Single-Tenant (1)
Multi-Tenant (2)
Total Portfolio (3)
First Quarter 202098 %100 %99 %
Second Quarter 202096 %72 %88 %
Third Quarter 202098 %85 %94 %
Fourth Quarter 2020100 %91 %97 %
First Quarter 2021100 %99 %100 %
Second Quarter 2021100 %100 %100 %
Third Quarter 202198 %100 %99 %
Fourth Quarter 202199 %100 %100 %
____________
(1) Eliminating the impact of deferred rent paid, single-tenant collections were 99%, 99%, 98% and 99% of original cash rent due for the first, second, third and fourth quarters of 2021, respectively. Deferred rent received, if any, was less than 1% of rent collected before the first quarter of 2021.
(2) Eliminating the impact of deferred rent paid, multi-tenant collections were 95%, 97%, 96% and 97% of original cash rent due for the first, second, third and fourth quarters of 2021, respectively. Deferred rent received, if any, was less than 1% of rent collected before the first quarter of 2021.
(3) Eliminating the impact of deferred rent paid, total portfolio collections were 98%, 99%, 97% and 98% of original cash rent due for the first, second, third and fourth quarters of 2021, respectively. Deferred rent received, if any, was less than 1% of rent collected before the first quarter of 2021.

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, during the year ended December 31, 2021, 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
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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 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, 2021, these leases had an average remaining lease term of approximately 8.6 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, 2021, 2020 and 2019, approximately $1.4 million, $1.1 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. Throughout the year ended December 31, 2021, 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
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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 $1.8 million during the year ended December 31, 2021. During the years ended December 31, 2020 and 2019, such amounts were $6.6 million and $2.9 million, respectively.
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, 2021, 2020 or 2019. 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, 2021 we had one property classified as held for sale, our Sanofi property, and as of December 31, 2020 we had no properties 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). The Sanofi property was disposed on January 6, 2022 (see Note 16 — Subsequent Events 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, 2021, 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
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identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the years ended December 31, 2021, 2020 and 2019 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 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, 2021 and 2020.
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).
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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.
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 our 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 the equity-based compensation line item of the consolidated statements of operations 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 our 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”), we entered into the 2018 OPP under which the LTIP Units were issued to the Advisor. These awards were 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. The cumulative expense was reflected as part of non-controlling interest in our balance sheets and statements of equity until the end of the service period. Following the end of the performance period under the 2018 OPP on July 19, 2021, the compensation committee of our board of directors determined that none of the 4,496,796 of the LTIP Units subject to the 2018 OPP had been earned, and these LTIP Units were thus automatically forfeited. On that date, we reclassified amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its balance sheet and statement of equity.
On May 4, 2021, our independent directors, authorized the issuance of a new award of LTIP Units effective after the performance period under the 2018 OPP expired on July 19, 2021, with the number of LTIP Units to be issued to the Advisor to be equal to the quotient of $72.0 million divided by the 10-trading day trailing average closing stock price of our Class A common stock for the ten trading days up to and including July 19, 2021. On July 21, 2021, we entered into the 2021 OPP pursuant to which the Advisor was granted an award of 8,528,885 LTIP Units, representing the quotient of $72.0 million divided by $8.4419. As a result, the LTIP Units issued under the 2021 OPP classified as an equity award with the cumulative expense reflected as part of non-controlling interest in our consolidated balance sheets and equity statements.
In the event of a modification of any of the awards discussed above, 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.
For additional information on all of our equity-based compensation arrangements, see Note 13 — Equity-Based Compensation.
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.
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Leasing Activity
The following table summarizes our leasing activity during the year ended December 31, 2021:
Year Ended December 31, 2021
(In thousands)
Number of LeasesRentable Square Feet
Annualized SLR [1] prior to Lease Execution/Renewal
Annualized SLR [1] after Lease Execution/Renewal
Costs to execute leasesCosts to execute leases - per square foot
New leases [2]
50 412,856 $— $3,660 $2,237 $5.42 
Lease renewals/amendments [2]
141 1,298,317 17,153 16,478 1,483 1.14 
Lease terminations [3]
24 116,816 2,901 — — — 
__________
[1]Annualized rental income on a straight-line basis as of December 31, 2021. 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, 2021, 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, 2021. 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.
Results of Operations
In December 2021, we signed a purchase and sale agreement to acquire 79 multi-tenant retail centers and two single-tenant properties (the “CIM Portfolio Acquisition”), representing a strategic shift away from a sole focus on single-tenant retail properties. Accordingly, we now operate in two reportable business segments for management and internal financial reporting purposes. In our single-tenant operating segment, we own, manage and lease single-tenant properties where tenants are required to pay for property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent. In our multi-tenant operating segment, we own, manage and lease multi-tenant properties where we generally pay for the property operating expenses for those properties and most of our tenants are required to pay their pro rata share of property operating expenses.
Below is a discussion of our results of operations for the years ended December 31, 2021 and 2020. 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, 2020 for comparison of our results of operations for the years ended December 31, 2020 to 2019.
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.
Same Store Properties
Information based on Same Store, Acquisitions and Dispositions (as each are defined below) allows us to evaluate the performance of our portfolio based on a consistent population of properties owned for the entire period of time covered. As of December 31, 2021, we owned 976 properties. There were 802 properties (our “2020-2021 Same Store”) owned for the entire years ended December 31, 2021 and 2020 which were 92.4% leased as of December 31, 2021. Since January 1, 2020 and through December 31, 2021, we acquired 176 properties (our “Acquisitions Since January 1, 2020”)which were 100% leased as of December 31, 2021, and disposed of 19 properties (our “Disposals Since January 1, 2020”).
Number of Properties
Number of properties, December 31, 2019819
Acquisition activity during the year ended December 31, 2020107
Disposition activity during the year ended December 31, 2020(6)
Number of properties, December 31, 2020920
Acquisition activity during the year ended December 31, 202169
Disposition activity during the year ended December 31, 2021(13)
Number of properties, December 31, 2021976
Number of Same Store Properties802

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Comparison of the Year Ended December 31, 2021 to 2020
Net loss attributable to common stockholders was $63.4 million and $46.7 million for the year ended December 31, 2021 and 2020, respectively. The following table shows our results of operations for the years ended December 31, 2021 and 2020 and the year to year change by line item of the consolidated statements of operations:
 Year Ended December 31,Increase / (Decrease)
20212020$
Revenue from tenants$335,156 $305,224 $29,932 
Operating expenses:
Asset management fees to related party32,804 27,829 4,975 
Property operating expense55,431 52,296 3,135 
Impairment of real estate investments33,261 12,910 20,351 
Acquisition, transaction and other costs4,378 2,921 1,457 
Equity-based compensation17,264 13,036 4,228 
General and administrative20,856 19,683 1,173 
Depreciation and amortization130,464 137,459 (6,995)
Total operating expenses
294,458 266,134 28,324 
Operating income before gain on sale of real estate investments40,698 39,090 1,608 
Gain on sale/exchange of real estate investments4,757 6,456 (1,699)
Operating income45,455 45,546 (91)
Other (expense) income:
Interest expense(81,784)(78,467)(3,317)
Other income91 1,024 (933)
Loss on non-designated derivatives(3,950)(9)(3,941)
Total other expense, net
(85,643)(77,452)(8,191)
Net (loss) income(40,188)(31,906)(8,282)
Net loss (income) attributable to non-controlling interests44 (35)
Allocation for preferred stock(23,262)(14,788)(8,474)
Net loss attributable to common stockholders(63,441)(46,650)(16,791)
Net Loss Attributable to Common Stockholders
Net loss attributable to common stockholders decreased $16.8 million to $63.4 million for the year ended December 31, 2021 from $46.7 million for the year ended December 31, 2020. 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.
Net Operating Income
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.
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Segment Results — Single-Tenant Properties
The following table presents the components of NOI and the period change within the single-tenant segment for the years ended December 31, 2021 and December 31, 2020:
Segment Same Store (1) (2)
Acquisitions (3)
Disposals (4)
Segment Total (5)
Year Ended December 31,Increase (Decrease)Year Ended December 31,Increase (Decrease)Year Ended December 31,Increase (Decrease)Year Ended December 31,Increase (Decrease)
20212020$20212020$20212020$20212020$
Revenue from tenants$187,856 $181,263 $6,593 $26,213 $9,244 $16,969 $4,875 $1,355 $3,520 $218,944 $191,862 $27,082 
Less: Property operating expenses10,728 9,654 1,074 1,053 239 814 224 294 (70)12,005 10,187 1,818 
NOI$177,128 $171,609 $5,519 $25,160 $9,005 $16,155 $4,651 $1,061 $3,590 $206,939 $181,675 $25,264 
__________
[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 2020-2021 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.
[2]Our single-tenant segment included 769 Same Store properties.
[3]Our single-tenant segment included 174 Acquisition properties.
[4]Our single-tenant segment included 19 Disposition properties.
[5]Our single-tenant segment included 943 properties.
Revenue from tenants in our single-tenant segment increased approximately $27.1 million to $218.9 million for the year ended December 31, 2021, compared to $191.9 million for the year ended December 31, 2020. This increase in revenue from tenants was due to the incremental increase in revenue from our Acquisitions Since January 1, 2020 of $17.0 million, an increase of our 2020-2021 Same Store properties of $6.6 million and an increase of our Disposals Since January 1, 2020 of $3.5 million.
The increase in our 2020-2021 Same Store revenue reflects the impact of termination fees recorded in the year ended December 31, 2021, totaling $11.2 million in net termination fee income ($3.6 million of which related to our Disposals Since January 1, 2020) as well as by an increase of $2.1 million of operating expense reimbursement revenue.
These increases were partially offset by $2.7 million of lower revenue due to the expiration of our United Healthcare lease, which was not renewed on July 1, 2021 and had annual rents of $5.4 million prior to its expiration, as well as by and increase of $0.8 million in bad debt expense recorded during the year ended December 31, 2021 as compared to the year ended December 31, 2020.
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 increased $1.8 million to $12.0 million for the year ended December 31, 2021, compared to $10.2 million for the year ended December 31, 2020. This increase was primarily driven by increases from our 2020-2021 Same Store properties of $1.1 million, an increase of $0.8 million from our Acquisitions Since January 1, 2020, partially offset by a decrease of $0.1 million from our Disposals Since January 1, 2020.
Segment Results — Multi-Tenant Properties
The following table presents the components of NOI and the period change within the multi-tenant segment for the years ended December 31, 2021 and December 31, 2020:
Segment Same Store (1)
Acquisitions (2)
Disposals (3)
Segment Total (4)
Year Ended December 31,Increase (Decrease)Year Ended December 31,Increase (Decrease)Year Ended December 31,Increase (Decrease)Year Ended December 31,Increase (Decrease)
20212020$20212020$20212020$20212020$
Revenue from tenants$116,212 $113,362 $2,850 $— $— $— $— $— $— $116,212 $113,362 $2,850 
Less: Property operating expenses43,426 42,109 1,317 — — — — — — 43,426 42,109 1,317 
NOI$72,786 $71,253 $1,533 $— $— $— $— $— $— $72,786 $71,253 $1,533 
__________
[1]Our multi-tenant segment included 33 Same Store Properties.
[2]Our multi-tenant segment did not have any Acquisition properties.
[3]Our multi-tenant segment did not have any Disposition properties.
[4]Our multi-tenant segment included 33 properties.
Revenue from tenants in our multi-tenant segment increased approximately $2.9 million to $116.2 million for the year ended December 31, 2021, compared to $113.4 million for the year ended December 31, 2020.
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Table of Contents
The increase in our 2020-2021 Same Store revenue reflects an increase of net termination fee income of $0.7 million to $1.1 million for the year ended December 31, 2021 compared to $0.4 million for the year ended December 31, 2020, as well as a decrease in bad debt expense of $5.7 million. 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.
These increases were 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 revenue from tenants. In addition, although occupancy in our multi-tenant segment has improved throughout the year ended December 31, 2021, we recorded $1.9 million of less revenue as a result of renewing multi-tenant lease agreements at lesser rates.
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 increased $1.3 million to $43.4 million for the year ended December 31, 2021, compared to $42.1 million for the year ended December 31, 2020.
Other Results of Operations
Asset Management Fees to Related Party
Asset management fees paid to the Advisor increased $5.0 million to $32.8 million for the year ended December 31, 2021, compared to $27.8 million for the year ended December 31, 2020, primarily due to an increase of $2.1 million in the variable portion of the base management fee due to our increased equity issuances during 2021 and 2020 (which begin to impact the fee in the month succeeding the capital raise) and an increase of $2.9 million incentive variable management fees.
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. We incurred $3.0 million of variable incentive management fees in the year ended December 31, 2021 and $0.1 million of variable incentive management fees were earned incurred during the year ended December 31, 2020. Please see Note 11Related 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 $33.3 million of impairment charges for the year ended December 31, 2021, related to one single-tenant property formerly leased to United Healthcare and eight vacant single-tenant properties leased to Truist Bank located across various states. The United Healthcare property has been vacant since June 30, 2021 when the tenant did not renew their lease. We have evaluated local market conditions and considered various alternative plans for this property. Due to weak local market conditions, expected sustained vacancy of this property as either a single-tenant or multi-tenant property, as well as an increased probability of sale, we determined that the property was impaired. We recorded an impairment of $26.9 million to adjust the property’s carrying value to its estimated fair value. Of the Truist properties, seven were impaired to adjust the properties to their fair values as determined by their respective purchase and sales agreements or non-binding letters of intents, and one property was impaired to adjust its carrying value to its fair value as determined by the income approach.
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.
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 increased $1.5 million to $4.4 million for the year ended December 31, 2021, compared to $2.9 million for the year ended December 31, 2020. The increase was due to prepayment penalties on three mortgage notes which were fully repaid in the year ended December 31, 2021, totaling $4.0 million. Prepayment charges on mortgages were $0.8 million during the years ended December 31, 2020. This increase was partially offset by transaction costs associated with our Credit Facility Amendment and dead deals which totaled $1.0 million in the year ended December 31, 2020 which did not occur in the year ended December 31, 2021, as well as decreased litigation costs of $0.7 million.
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Equity-Based Compensation
Equity-based compensation increased by approximately $4.2 million to $17.3 million for the year ended December 31, 2021 compared to $13.0 million for the year ended December 31, 2020. This increase was primarily due to additional non-cash equity-based compensation expense from the 2021 OPP and additional non-cash equity based compensation expense from a new grant of restricted shares in the second quarter of 2021 as well as an amendment to the original award agreement on February 26, 2021 for restricted shares previously issued to our former chief financial officer (see additional details below).
Our independent directors authorized the issuance of a new award of LTIP Units on May 4, 2021 which was subsequently issued to the Advisor under the 2021 OPP after the performance period under the 2018 OPP expired on July 19, 2021. The year ended December 31, 2021 includes expenses for both the 2018 OPP and the 2021 OPP.
In addition, there were higher equity-based compensation expenses for restricted shares recorded in the year ended December 31, 2021 which was due to new grants as well as an amendment to the original award agreement on February 26, 2021 for restricted shares previously issued to our former chief financial officer which accelerated the vesting of those restricted shares on April 9, 2021 upon the effectiveness of her resignation. These restricted shares were scheduled to vest in 25% increments on each of the first four anniversaries of the grant date (September 15, 2020). Also, we recorded additional expense for the excess of the new value of those awards on the date of modification over the fair value of the awards immediately prior to the amendment. In addition, we granted our former chief financial officer an additional award of restricted shares that also fully vested upon the effectiveness of her resignation April 9, 2021, contributing to the increase to equity-based compensation expense recorded during the year ended December 31, 2021. The acceleration of vesting of the prior grant and the new grant resulted in approximately $1.1 million of increased equity-based compensation expense recorded during the year ended December 31, 2021.
For additional details on our restricted shares and the 2021 OPP, see Note 13 — 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 increased $1.2 million to $20.9 million for the year ended December 31, 2021, compared to $19.7 million for the year ended December 31, 2020. The increase was primarily due to professional fees and other miscellaneous general and administrative costs of $1.5 million, which includes an increase of $0.2 million related to COVID-related lease disputes.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased $7.0 million to $130.5 million for the year ended December 31, 2021, compared to $137.5 million for the year ended December 31, 2020. Depreciation and amortization expense was impacted by a decrease of $13.4 million from our 2020-2021 Same Store properties and a decrease of $0.8 million from our Disposals Since January 1, 2020 partially offset by an increase of $7.2 million resulting from our Acquisitions Since January 1, 2020.
The decrease in our 2020-2021 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. 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. The decrease was also attributable to the expiration of our United Healthcare lease on June 30, 2021, which reduced our amortization expense by $1.0 million in the year ended December 31, 2021 compared to the year ended December 31, 2020. Lastly, the decrease was attributable to leasing intangible write-offs during the year ended December 31, 2020 related to a tenant’s lease termination at 19 of our properties totaling $3.0 million which did not occur in the year ended December 31, 2021.
Gain on Sale/Exchange of Real Estate Investments
During the year ended December 31, 2021, we sold 13 properties for an aggregate contract price of $18.9 million, resulting in aggregate gains on sale of $4.8 million.
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.
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Interest Expense
Interest expense increased $3.3 million to $81.8 million for the year ended December 31, 2021, compared to $78.5 million for the year ended December 31, 2020. This increase was primarily due to the issuance of $500.0 million in 4.50% per annum Senior Notes on October 7, 2021 which accrued interest of $5.3 million through the end of 2021, as well as higher average outstanding balances on our mortgage notes payable and increased amortization of deferred financing costs of $4.5 million, partially offset by lower average outstanding balances on our Credit Facility and lower interest rates and lower costs incurred during 2021 related to debt repayments and refinancings. In addition, we terminated a non-designated interest swap agreement on October 7, 2021 and received $2.1 million after settlement. This amount was recorded as a reduction of interest expense during the year ended December 31, 2021.
During the year ended December 31, 2021 and 2020, the average outstanding balances on our mortgage notes payable were $1.6 billion and $1.4 billion, respectively, and our average outstanding balance under our Credit Facility was $175.9 million and $376.0 million, respectively. For the year ended December 31, 2021 and 2020, the weighted-average interest rates on our mortgage notes payable were 3.88% and 4.28%, 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 2.71% and 2.86%, respectively.
Other Income
Other income was $0.1 million for the year ended December 31, 2021, primarily comprised of interest income on our cash deposits.
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.
Loss on Non-Designated Derivatives
Loss on non-designated derivative instruments was $4.0 million for the year ended December 31, 2021 and related to the change in fair value of an embedded derivative within the PSA for the CIM Portfolio Acquisition. The loss was recorded to account for the decrease in fair value of the equity offered in the PSA from December 17, 2021, the date of the PSA, until December 31, 2021. Loss on non-designated derivative instruments was immaterial for the year ended December 31, 2020, and relates 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, Note 8 — Derivatives and Hedging Activities and Note 16 — Subsequent Events 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 $145.2 million during the year ended December 31, 2021 and consisted of a net loss of $40.2 million, adjusted for non-cash items of $187.3 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 $7.0 million which primarily related to COVID-19 related lease amendments and acquisitions, an increase in prepaid expenses and other assets of $4.6 million, a decrease in accounts payable and accrued expenses of $5.8 million and a decrease in deferred rent and other liabilities of $0.3 million as well as by prepayment costs on mortgages of $4.0 million.
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.
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Cash Flows from Investing Activities
The net cash used in investing activities during the year ended December 31, 2021 of $220.7 million consisted primarily of cash paid for investments in real estate and other assets of $182.2 million, capital expenditures of $13.4 million and deposits for real estate acquisitions of $41.8 million, partially offset by cash received from the sale of real estate investments (net of mortgage loans repaid) of $16.6 million.
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.
Cash Flows from Financing Activities
The net cash provided by financing activities of $199.0 million during the year ended December 31, 2021 consisted primarily of proceeds from the issuance of the Senior Notes of $500.0 million, net proceeds from the issuance of Class A common stock of $128.4 million, net proceeds received from the issuance of Series A Preferred Stock of $1.9 million and net proceeds received from the issuance of Series C Preferred Stock of $25.5 million, partially offset by net payments of mortgage refinancings of $23.9 million, net repayments on our Credit Facility of $280.9 million, cash dividends paid to holders of Class A common stock of $97.5 million, cash dividends paid to holders of Series A Preferred Stock of $14.8 million, cash dividends paid to holders of Series C Preferred Stock of $6.5 million and payments of financing costs of $28.2 million.
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.
Liquidity and Capital Resources
Our principal demands for cash are to fund operating and administrative expenses, debt service obligations, dividends on our Class A common stock, dividends on our Series A Preferred Stock, dividends on our Series C Preferred Stock, distributions on our LTIP Units and distributions for limited partnership units that correspond to shares of our Class A common stock, and capital expenditures. In addition, our demand for cash includes the purchase of additional properties.
CIM Portfolio Acquisition
In December 2021, we signed a purchase and sale agreement for the CIM Portfolio Acquisition, which consists of 79 multi-tenant retail centers and two single-tenant properties, for a contract purchase price of $1.3 billion. On February 11, 2022, we acquired 44 properties in the first tranche of the CIM Portfolio Acquisition consisting of 44 power center and grocery-anchored multi-tenant retail centers and a detention pond parcel located across 17 states and aggregating approximately 4.5 million square feet for an aggregate contract purchase price of $547.4 million. We funded the closing of the first tranche with cash of $350.7 million, which included net proceeds from the approximately $260.7 million sale of our Sanofi property and remaining proceeds from our Senior Notes offering, borrowings under our Credit Facility of $170.0 million and the issuance of 3,264,693 shares of our Class A common stock, representing consideration of $26.7 million, which were issued at a price of $8.18 per share.
We currently expect to close on the CIM Portfolio Acquisition in successive tranches by the end of March 2022 and add any unencumbered assets from these tranches to the borrowing base of our Credit Facility. We expect to fund the remainder of the tranches with additional borrowings under our Credit Facility of approximately $320.0 million, assumed mortgages of $348.7 million, the issuance of $26.7 million of our Class A common stock, the application of our previously funded deposit of $40.0 million and the remainder with cash on hand.
Short-Term Material Cash Requirements
As of December 31, 2021 and 2020, we had cash and cash equivalents of $214.9 million and $102.9 million, respectively. On October 1, 2021, we entered into an amendment and restatement of the Credit Facility with BMO Harris Bank N.A., as administrative agent, and the other lender parties thereto. Upon the closing of the Senior Notes (as defined below) on October 7, 2021, we repaid the outstanding balance of $186.2 million under the Credit Facility. As of December 31, 2021, we had $214.3 million available for future borrowings under our Credit Facility.
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With the exception of the CIM Portfolio Acquisition (funding details described in detail above), we expect to fund our future short-term material cash requirements through a combination of cash on hand, net cash provided by our property operations and proceeds from our Credit Facility. Pursuant to our Credit Facility, 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. We may also generate additional liquidity through property dispositions and, to the extent available, secured or unsecured borrowings including the issuance of additional Senior Notes or similar securities, 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.
Deleveraging Initiative
In May, 2021, we began a deleveraging initiative to reduce our net debt relative to our earnings. We hope to achieve this initiative by:
reducing outstanding debt over time;
funding acquisitions through cash on hand rather than proceeds from debt, or at lower debt-to-equity ratios;
raising equity to fund acquisitions and pay down debt; and
increasing revenues through external and internal growth factors such as property acquisitions and multi-tenant leasing activity.
The CIM Portfolio Acquisition will increase our leverage in the first quarter of 2022, however, we plan to continue with our deleveraging strategy after the completion of the CIM Portfolio Acquisition. However, we may issue additional Senior Notes or similar securities in the future particularly as we revise our capital structure following the CIM Portfolio Acquisition in a similar fashion as we may add or refinance existing mortgage debt or indebtedness under our Credit Facility.
Mortgage Notes Payable, Credit Facility and Senior Notes — December 31, 2021
As of December 31, 2021, we had $1.5 billion of gross mortgage notes payable outstanding, $500.0 million of gross Senior Notes outstanding and no balance outstanding under our Credit Facility, for total gross debt of $2.0 billion. Of our total gross debt, 100.0% was fixed-rate, however, after completing the first tranche of the CIM Portfolio Acquisition, we incurred $170.0 million of variable-rate debt outstanding under our Credit Facility, and we expect to incur an additional $320.0 million through March 2022 to complete the transaction.
As of December 31, 2021, our net debt to gross asset value ratio was 40.0%. 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, 2021, the weighted-average interest rates on the mortgage notes payable, Credit Facility and Senior Notes were 3.8%, 0.0% (no amounts outstanding) and 4.5%, respectively. At the closing of the first tranche of the CIM Portfolio Acquisition on February 11, 2022 we did not assume any mortgage debt, and we expect to assume $348.7 million of fixed-rate mortgage debt after the closing of the remaining tranches by the end of March 2022.
As of December 31, 2021, we had $3.9 billion in real estate investments, at cost and we had pledged approximately $2.4 billion of these real estate investments, at cost, as collateral for our mortgage notes payable. In addition, approximately $1.3 billion of these real estate investments, at cost, were included in the unencumbered asset pool comprising the borrowing base under the Credit Facility which had a total borrowing capacity thereunder of $214.3 million. 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.
At the closing of the first tranche of the CIM Portfolio Acquisition on February 11, 2022, we borrowed $170.0 million under the Credit Facility. Although this exceeded our borrowing capacity after disposing of our Sanofi property, we were permitted to pledge certain of the assets acquired at the closing of the first tranche of CIM Portfolio Acquisition onto the Credit Facility’s borrowing base. We expect to pledge additional acquired properties at the closing of the remaining tranches of the CIM Portfolio Acquisition and borrow approximately $320.0 million under the Credit Facility to fund a portion of the closing of the remaining tranches of the CIM Portfolio Acquisition.
The Senior Notes are fully and unconditionally guaranteed (the “Senior Note Guarantees”) on a joint and several basis by the subsidiaries of each Issuer (defined below) that are guarantors under the Credit Facility. Subject to certain exceptions, each future subsidiary of each Issuer that subsequently guarantees indebtedness under the Credit Facility, any other syndicated loan facility or any capital markets indebtedness, in each case, of the Issuers or a Guarantor will be required to execute a Senior Note Guarantee. Under certain circumstances, the Guarantors may be automatically released from their Senior Note Guarantees without the consent of the holders of Senior Notes.
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Net Lease Mortgage Notes
On June 3, 2021, through subsidiaries, we issued $318.0 million aggregate principal amount of Net Lease Mortgage Notes (the “2021 Net Lease Mortgage Notes”). The 2021 Net Lease Mortgage Notes are cross-collateralized with the $242.0 million in aggregate principal amount of Net Lease Mortgage Notes issued through subsidiaries in 2019 (the “2019 Net Lease Mortgage Notes” and, together with the 2021 Net Lease Mortgage Notes, the “Notes”). The Notes were 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 Notes.
The 2021 Net Lease Mortgage Notes were issued in six classes: Class A-1 (AAA), Class A-2 (AAA), Class A-3 (A), Class A-4 (A), Class B-1 (BBB) and Class B-2 (BBB). The Class A-1 (AAA) Notes are rated AAA (sf) by Standard & Poors and are comprised of $55.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2028 and an interest rate of 2.21%. The Class A-2 (AAA) Notes are rated AAA (sf) by Standard & Poors and are comprised of $95.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2031 and an interest rate of 2.79%. The Class A-3 (A) Notes are rated A (sf) by Standard & Poors and are comprised of $35.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2028 and an interest rate of 3.03%. The Class A-4 (A) Notes are rated A (sf) by Standard & Poors and are comprised of $55.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2031 and an interest rate of 3.60%.
The Class B Notes are currently retained by the OP and are eliminated upon consolidation, and are therefore not presented in our consolidated financial statements. The Class B Notes may be sold to unaffiliated third parties in the future. The Class B-1 (BBB) Notes are rated BBB (sf) by Standard & Poors and are comprised of $30.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2028 and an interest rate of 4.02%. The Class B-2 (BBB) Notes are rated BBB (sf) by Standard & Poors and are comprised of $48.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2031 and an interest rate of 4.58%. The 2021 Net Lease Mortgage Notes have a rated final payment date in May 2051.
The 2019 Net Lease Mortgage Notes were issued in two classes, Class A-1 (AAA) and Class A-2 (A). The Class A-1 (AAA) Notes are rated AAA (sf) by Standard & Poors and are comprised of $121.0 million initial principal amount of 2019 Net Lease Mortgage Notes with an anticipated repayment date in May 2026 and an interest rate of 3.78%. The Class A-2 (A) Notes are rated A (sf) by Standard & Poors and are comprised of $121.0 million initial principal amount of 2019 Net Lease Mortgage Notes with an anticipated repayment date in May 2029 with an interest rate of 4.46%. The 2019 Net Lease Mortgage Notes have a rated final payment date in May 2049.
The 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 Notes is not paid in full at its respective anticipated repayment date, additional interest will begin to accrue on those Notes.
Patton Creek Mortgage
On June 28, 2021, we repaid the mortgage loan secured by our Patton Creek property in full using a portion of the proceeds from the issuance of the 2021 Net Lease Mortgage Notes. The mortgage loan had a principal balance of $34.0 million and bore interest at a floating interest rate of one-month LIBOR plus 4.25% and was scheduled to mature on December 6, 2021.
SAAB Sensis and Shops at Shelby Crossing Mortgages
On September 23, 2021, we repaid the mortgage loan secured by our SAAB Sensis and Shops at Shelby Crossing properties using proceeds from borrowings under the Credit Facility. The mortgage loan on the SAAB Sensis property had a principal balance of $5.9 million, bore interest at 6.01% and was scheduled to mature in April 2025. The mortgage loan on the Shops at Shelby Crossing property had a principal balance of $21.3 million, bore interest at 4.97% and was scheduled to mature in March 2024.
Sanofi Mortgage
On October 7, 2021, we repaid the mortgage loan secured by our Sanofi property using proceeds from the issuance of the Senior Notes. The Sanofi mortgage had a principal balance of $125.0 million and bore 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 was interest-only and scheduled to mature on September 4, 2025. Following the repayment of the Sanofi mortgage, we terminated our $125.0 swap agreement. The fair value of the swap upon termination was $2.1 million, which was settled in cash on October 19, 2021 and has been reflected as a reduction of interest expense in our consolidated statement of operations for the year ended December 31, 2021.
Credit Facility — Terms and Capacity
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As of December 31, 2021, we had no amounts outstanding under our Credit Facility. As of December 31, 2020, we had $280.9 million outstanding.
On October 1, 2021, we entered into an amendment and restatement of the Credit Facility with BMO Harris Bank N.A., as administrative agent, and the other lender party thereto. The aggregate total commitments under the Credit Facility were increased to $815.0 million, including a $50.0 million sublimit for letters of credit and a $55.0 million sublimit for swingline loans. The Credit Facility includes an uncommitted “accordion feature” permitting us to increase the commitments under the Credit Facility by up to an additional $435.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions.
The Credit Facility is supported by a pool of eligible unencumbered properties that are owned by the subsidiaries of the OP that serve as Guarantors. We may add or remove properties to or from this pool so long as at any time there are at least 15 eligible unencumbered properties with a value of at least $300.0 million, among other things. The amount available for future borrowings under the Credit Facility depends on the amount outstanding thereunder relative to the aggregate commitments; however, the amount we may borrow under the Credit Facility will be limited by financial maintenance covenants. At the execution of the amendment and restatement of the Credit Facility, $186.2 million was outstanding under the Credit Facility. This amount was subsequently repaid with a portion of the net proceeds of the Senior Notes.
The Credit Facility requires payments of interest only prior to maturity. At the execution of the amendment and restatement of the Credit Facility the interest rate was LIBOR plus 1.90% per annum. Following the amendment and restatement of the Credit Facility, borrowings bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.45% to 1.05%, or (ii) LIBOR plus an applicable spread ranging from 1.45% to 2.05%, in each case depending on the our consolidated leverage ratio. These spreads reflect a reduction from the previously applicable spreads. In addition, pursuant to the Credit Facility, (i) if either we or the OP achieves an investment grade credit rating, the OP can elect for the spread to be based on our credit rating of ours or the OP, and (ii) the “floor” on LIBOR was decreased from 0.25% to 0%. The Credit Facility includes provisions related to the anticipated transition from LIBOR to an alternative benchmark rate.
Through September 30, 2021, prior to the closing of the amendment and restatement of the Credit Facility on October 1, 2021, borrowings under our Credit Facility bore 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 margin 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 ended June 30, 2021, the margin was 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 was 0.25%. As of December 31, 2021 we have elected to use the LIBOR rate for all our borrowings under the Credit Facility.
The Credit Facility matures on April 1, 2026, subject to our right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. Borrowings under the Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to customary LIBOR breakage costs.
As of December 31, 2021, we were in compliance with the operating and financial covenants under the Credit Facility.
As of December 31, 2021, we had $214.3 million available for future borrowings, which included the Sanofi property as part of the unencumbered asset pool comprising the borrowing base of the Credit Facility. On January 6, 2022, we sold the Sanofi property and removed it from the borrowing base of the Credit Facility (see the Acquisitions and Dispositions — Subsequent to December 31, 2021 section below for additional details on the Sanofi sale).
At the closing of the first tranche of the CIM Portfolio Acquisition on February 11, 2022, we added certain acquired properties to the borrowing base of our Credit Facility and drew $170.0 million on our Credit Facility which was used at closing. After the closing of the first tranche of the CIM Portfolio Acquisition and the $170.0 million draw, we had approximately $250.1 million available for future borrowings under the Credit Facility. We expect to add additional acquired properties to the borrowing base of our Credit Facility at the closing of the remaining tranches of the CIM Portfolio Acquisition to further increase our borrowing availability. As a result, we expect to draw an additional $320.0 million on our Credit Facility to fund all of the remaining tranches of the CIM Portfolio Acquisition. After the closing of all tranches of the CIM Portfolio Acquisition, we expect to draw a total of approximately $490.0 million on our Credit Facility and we would have $325.0 million of potential availability remaining if we are able to reach the maximum commitment level of our Credit Facility, which is $815.0 million.
Issuance of Senior Notes
On October 7, 2021, we and the OP issued $500.0 million aggregate principal amount of 4.500% Senior Notes due 2028 (the “Senior Notes”). At closing, we used a portion of the net proceeds from the issuance of the Senior Notes, after deducting the initial purchasers’ discounts and offering fees and expenses, to repay amounts outstanding at the time under the Credit Facility of approximately $186.2 million and to repay a $125.0 million variable rate mortgage note secured by our property
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leased to Sanofi (discussed below). We may use the remaining proceeds to fund future property acquisitions and for other general corporate purposes.
As of December 31, 2021, we were in compliance with the operating and financial covenants under the Senior Notes.
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 2023, 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, 2021
One of our primary uses of cash during the year ended December 31, 2021 has been to acquire properties.
During the year ended December 31, 2021, we acquired 69 properties for an aggregate purchase price of $182.2 million, including capitalized acquisition costs. The acquisitions of 13 of these properties for $28.5 million, including capitalized acquisition costs, were completed during the three months ended December 31, 2021. The acquisitions during the quarter and year ended December 31, 2021 were funded through a combination of cash on hand, comprising a combination of draws on the Credit Facility, net proceeds from the issuance of the Senior Notes, proceeds from the issuance and sale of Class A common stock (discussed below), Series A Preferred Stock (discussed below), Series C Preferred Stock (discussed below) and proceeds from dispositions of properties (discussed below).
During the year ended December 31, 2021, we sold 13 properties, for an aggregate contract price of $18.9 million, excluding disposition related costs. We disposed of five properties during the three months ended December 31, 2021 for a contract purchase price of $12.9 million. In connection with sales made during the year ended December 31, 2021, we repaid approximately $1.1 million of mortgage debt and after all disposition related costs, net proceeds from these dispositions, classified as investing cash flows, were $16.6 million.
Acquisitions and Dispositions — Subsequent to December 31, 2021
Subsequent to December 31, 2021, we closed on the acquisition of three properties for an aggregate purchase price of $40.9 million. Excluded in our acquisitions completed subsequent to December 31, 2021 is the closing of the first tranche of the CIM Portfolio Acquisition, as previously discussed above. The Company expects to complete the transaction with the closing of the one or more tranches through March 2022.
Subsequent to December 31, 2021, we closed on the sale of three office buildings leased to Sanofi S.A. for a contract purchase price of $260.7 million (the “Sanofi Sale”). The proceeds from the Sanofi Sale were used to partially fund the closing of the first tranche of the CIM Portfolio Acquisition as discussed above. The assets sold in the Sanofi Sale were part of the unencumbered asset pool comprising the borrowing base of the Credit Facility as of December 31, 2021. We also disposed of five other single-tenant properties for an aggregate contract sale price of $4.6 million. These five properties were not encumbered by mortgages and were not part of the unencumbered asset pool comprising the borrowing base of the Credit Facility.
We have entered into two definitive purchase and sale agreements (“PSAs”) to acquire nine additional properties for an aggregate contract purchase price of approximately $17.8 million and a non-binding letter of intent (“LOI”) to acquire an additional 11 properties for approximately $45.3 million. We have entered into three PSAs to dispose of three properties for an aggregate contract sales price of $3.4 million and two LOIs to dispose of two properties for an aggregate contract sales price of $4.5 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) 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.
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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. During the year ended December 31, 2021, we sold 14,734,448 shares of Class A common stock through the Class A common stock ATM Program for gross proceeds of $130.6 million and net proceeds of $128.4 million, after commissions and fees paid of $2.2 million. During the three months ended December 31, 2021, we sold 277,611 shares of Class A common stock through the Class A common stock ATM Program for gross proceeds of $2.4 million and net proceeds of $2.3 million after commissions and fees paid of $0.1 million. Subsequent to December 31, 2021, we sold 2,761,711 shares of our Class A common stock through our Class A Common Stock ATM Program for gross proceeds of $24.9 million which will be used to repay debt obligations, including amounts outstanding under our Credit Facility.
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, 2021, we sold 91,703 shares of Series A Preferred Stock through the Series A Preferred Stock ATM Program for gross proceeds of $2.3 million and net proceeds of $2.0 million, after commissions, fees and other costs incurred of $0.3 million. We did not sell any shares of Series A Preferred Stock during the three months ended December 31, 2021.
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. During the year ended December 31, 2021, we sold 1,058,798 shares of Series C Preferred Stock through the Series C Preferred Stock ATM Program for gross proceeds of $26.5 million and net proceeds of $25.5 million, after commissions, fees and other costs incurred of $1.0 million. We did not sell any shares of Series C Preferred Stock during the three months ended December 31, 2021.
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, 2021, 2020 and 2019, 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. 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, 2021
Capital Expenditures
   Revenue enhancing$12,911 
   Maintenance2,049 
Total Capital Expenditures14,960 
   Leasing commissions4,524 
Total$19,484 
_____
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Also, as of December 31, 2021 and December 31, 2020, we had $1.5 million and $0.0 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 with American Realty Capital-Retail Centers of America, Inc. in February 2017 (the “RCA 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 RCA 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.
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,
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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, among other things, to assess our performance without the impact of transactions or other items that are not related to 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. FFO and AFFO for the year ended December 31, 2021 includes income from a lease termination fee of $10.4 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.
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 in revenue is reflected over the remaining lease term for accounting purposes but represents a permanent reduction in revenue 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.

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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)20212020
Net loss attributable to common stockholders (in accordance with GAAP)
$(63,441)$(46,650)
Impairment of real estate investments33,261 12,910 
Depreciation and amortization130,464 137,459 
Gain on sale/exchange of real estate investments(4,757)(6,456)
Proportionate share of adjustments for non-controlling interests to arrive at FFO(198)(228)
FFO attributable to stockholders [1]
95,329 97,035 
Acquisition, transaction and other costs [2]
4,378 2,921 
Litigation cost reimbursements related to the Merger [3]
— (9)
Legal fees and expenses — COVID-19 lease disputes [4]
422 269 
Accretion of market lease and other intangibles, net(4,625)(6,149)
Straight-line rent(6,775)(19,510)
Straight-line rent (rent deferral agreements) [5]
(3,669)4,649 
Amortization of mortgage premiums and discounts on borrowings
(968)(2,126)
Loss on non-designated derivatives [6]
3,950 
Equity-based compensation17,264 13,036 
Amortization of deferred financing costs, net [7]
12,733 7,846 
Proportionate share of adjustments for non-controlling interests to arrive at AFFO
(26)(2)
AFFO attributable to common stockholders [1]
$118,013 $97,969 
__________
[1]FFO and AFFO for the year ended December 31, 2021 have not been adjusted to exclude income from lease termination fees of $12.2 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.
[2]Includes primarily prepayment costs incurred in connection with early debt extinguishment as well as litigation costs related to the RCA Merger.
[3]Included in “Other income” in our consolidated statement of operations and comprehensive loss.
[4]Reflects legal costs incurred 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 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 amounts related to 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 which rent was deferred for purposes of AFFO as they are expected to be collected. Accordingly, when the deferred amounts are collected, the amounts reduce AFFO. For rent abatements (including those qualified for FASB relief), where contractual rent has been reduced, the reduction in revenue is reflected over the remaining lease term for accounting purposes but represents a permanent reduction in revenue and we have, accordingly reduced our AFFO.
[6]In the year ended December 31, 2021, we recognized a loss of $4.0 million related to the change in fair value of a embedded derivative within the PSA of the CIM Acquisition. We do not consider non-cash losses for embedded derivative fair value adjustments to be capital in nature, nor do we consider them a part of recurring operations. Accordingly, such amounts are excluded for AFFO purposes. See Note 8 — Derivatives and Hedging Activities and Note 16 — Subsequent Events for more information.
[7]We issued $500.0 million in Senior Notes in October 2021. The Senior Notes pay semiannual interest which we accrue interest over time for GAAP purposes. Accordingly, to better reflect our operating performance, beginning with the year ended December 31, 2021 and for all periods thereafter, we have elected to remove the impact of the change in accrued interest from the calculation of AFFO, which was previously included in this line item. We have not amended the calculation of AFFO for the year ended 2020 or any other prior years. The impact to AFFO for the change in accrued interest included in this line for the year ended December 31, 2020 was a reduction to AFFO of $0.4 million.
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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).
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, 2021:
(In thousands)Same StoreAcquisitionsDisposalsNon-Property SpecificTotal
Net loss attributable to common stockholders (in accordance with GAAP)$23,711 $14,796 $6,391 $(108,339)$(63,441)
Asset management fees to related party
— — — 32,804 32,804 
Impairment of real estate investments
30,947 — 2,314 — 33,261 
Acquisition and transaction related
4,095 — — 283 4,378 
Equity-based compensation
— — — 17,264 17,264 
General and administrative
1,415 16 19,423 20,856 
Depreciation and amortization
119,414 10,349 701 — 130,464 
Interest expense
70,415 — — 11,369 81,784 
Gain on sale/exchange of real estate investments— — (4,757)— (4,757)
Other income
(83)(1)— (7)(91)
Loss on non-designated derivatives— — — 3,950 3,950 
Allocation for preferred stock— — — 23,262 23,262 
Net loss attributable to non-controlling interests
— — — (9)(9)
NOI$249,914 $25,160 $4,651 $ $279,725 

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:
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(In thousands)Same StoreAcquisitionsDisposalsNon-Property SpecificTotal
Net loss attributable to common stockholders (in accordance with GAAP)$32,315 $5,832 $2,425 $(87,222)$(46,650)
Asset management fees to related party
— — — 27,829 27,829 
Impairment of real estate investments
11,502 — 1,408 — 12,910 
Acquisition and transaction related
1,093 — 1,824 2,921 
Equity-based compensation
— — — 13,036 13,036 
General and administrative
1,376 18,300 19,683 
Depreciation and amortization
132,810 3,166 1,483 — 137,459 
Interest expense
66,061 — — 12,406 78,467 
Gain on sale of real estate investments
(2,211)— (4,245)— (6,456)
Other income
(93)— (14)(917)(1,024)
Loss on non-designated derivative— — — 
Allocation for preferred stock— — — 14,788 14,788 
Net loss attributable to non-controlling interests
— — — (44)(44)
NOI$242,862 $9,005 $1,061 $ $252,928 
Dividends and Distributions
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.
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). We are generally permitted to pay dividends on the Series A Preferred Stock, Series C 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.
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We may repurchase shares if we satisfy a maximum leverage ratio after giving effect to the repurchase 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.
Notwithstanding the previous amendments, 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, 2021, cash used to pay dividends on our Class A common stock, dividends on our Series A Preferred Stock, dividends on our Series C 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. We have, in prior periods, funded dividends from other sources. If we need 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 EndedYear Ended December 31, 2021
March 31, 2021June 30, 2021September 30, 2021December 31, 2021
(In thousands)AmountPercentage of DividendsAmountPercentage of DividendsAmountPercentage of DividendsAmountPercentage of DividendsAmountPercentage of Dividends
Dividends and other cash distributions:
Cash dividends paid to common stockholders$23,128 85.8 %$23,122 79.1 %$25,037 81.0 %$26,245 
[2]
81.3 %$97,532 
[2]
81.7 %
Cash dividends paid to Series A preferred stockholders3,691 13.7 %3,719 12.7 %3,719 12.0 %3,719 11.5 %14,848 12.4 %
Cash dividends paid to Series C preferred stockholders— — %2,263 7.7 %2,117 6.8 %2,118 
[3]
6.6 %6,498 
[3]
5.4 %
Cash distributions on LTIP Units
94 0.3 %96 0.3 %— — %164 0.5 %354 0.3 %
Cash distributions on Class A Units
37 0.1 %36 0.1 %37 0.1 %37 
[2]
0.1 %147 0.1 %
Total dividends and other cash distributions paid
$26,950 100.0 %$29,236 100.0 %$30,910 100.0 %$32,283 100.0 %$119,379 100.0 %
Source of dividend and other cash distributions coverage:
Cash flows provided by operations [1]
$26,950 100.0 %$29,236 100.0 %$30,910 100.0 %$32,283 100.0 %$119,379 
[1]
100.0 %
Available cash on hand— — %— — %— — %— — %— — %
Total sources of dividend and other cash distributions coverage
$26,950 100.0 %$29,236 100.0 %$30,910 100.0 %$32,283 100.0 %$119,379 100.0 %
Cash flows provided by operations (GAAP basis) $34,422 $30,935 $35,166 $44,704 
[4]
$145,227 
Net loss (in accordance with GAAP)$(3,754)$(1,482)$(565)$(34,387)$(40,188)
________
[1]Year-to-date totals may 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 9 - Stockholder’s Equity and Non-controlling interests - dividends relating to the fourth quarter of 2021 on our Class A common stock totaling $26.6 million were declared and paid in January 2022. Because these dividends were not declared prior to December 31, 2021, they are not accrued in our financial statements until 2022.
[3]Our Series C Preferred Stock was first issued in December 2020, and we were not required to begin paying dividends on the Series C Preferred Stock until April 2021. The first quarterly dividend included amounts attributable to December 2020 in addition to the amounts attributable for the quarter ending March 31, 2021.
[4]Reflects the collection of a $10.4 million termination fee recognized in the third quarter of 2021.

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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, 2021, we were in compliance with the debt covenants under our loan agreements.
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
We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. For the year ended December 31, 2021, the increase to the 12-month CPI for all items, as published by the Bureau of Labor Statistics, was 7.0%. To help mitigate the adverse impact of inflation, approximately 80.9% of our leases with our tenants contain rent escalation provisions which average 1.2% per year. 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). Approximately 77.8% are fixed-rate, 3.1% are based on the Consumer Price Index and 19.1% do not contain any escalation provisions.
In addition, we may be required to pay costs for maintenance and operation of properties which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation. 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. As the costs of general goods and services continue to rise, we may be adversely impacted by increases in general and administrative costs due to overall inflation.
Related-Party Transactions and Agreements
Please see Note 11 — 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.
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, 2021, our fixed rate debt consisted of secured mortgage financings with a gross carrying value of $1.5 billion, which approximates their fair value, and senior notes with a gross carrying value of $500.0 million, 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, 2021 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 $66.6 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 $70.8 million.
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As of December 31, 2021 we did not have any variable-rate debt.
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, 2021 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, 2021 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.
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, 2021. 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, 2021, 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, 2021 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.
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Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2021, 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.
Effective February 10, 2022, the board of directors approved the Fifth Amended and Restated Bylaws, which amend and restate the Company’s existing bylaws to reflect the Company’s name change from “American Finance Trust, Inc.” to “The Necessity Retail REIT, Inc.” The foregoing summary of the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not Applicable.
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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.necessityretailreit.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 2022 annual meeting of stockholders to be filed not later than 120 days after the end of the 2021 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 2022 annual meeting of stockholders to be filed not later than 120 days after the end of the 2021 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 2022 annual meeting of stockholders to be filed not later than 120 days after the end of the 2021 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 2022 annual meeting of stockholders to be filed not later than 120 days after the end of the 2021 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 2022 annual meeting of stockholders to be filed not later than 120 days after the end of the 2021 fiscal year, and is incorporated herein by reference.
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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-58 of this report:
    Schedule III — Real Estate and Accumulated Depreciation
(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, 2021 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No.  Description
3.1 (26)
Articles of Restatement
3.2 (9)
Articles Supplementary relating to reclassification of common stock, classification of additional shares of 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, and classification of additional shares of 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, filed January 13, 2021
3.3 *
Fifth Amended and Restated Bylaws
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 (28)
Eighth Amendment, dated as of July 21, 2021, to the Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated July 19, 2018
4.10 (1)
Amended and Restated Distribution Reinvestment Plan
4.11 (10)
Master Indenture, dated as of May 30, 2019, as amended by that certain Amendment No. 1 dated as of June 3, 2021, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, AFN ABSPROP002, LLC, AFN ABSPROP002-A, LLC, AFN ABSPROP002-B, LLC, AFN ABSPROP002-C, LLC and Citibank, N.A., as indenture trustee
4.12 (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
4.13 (27)
Series 2021-1 Indenture Supplement, dated as of June 3, 2021, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, AFN ABSPROP002, LLC, AFN ABSPROP002-A, LLC, AFN ABSPROP002-B, LLC, AFN ABSPROP002-C, LLC and Citibank, N.A., as indenture trustee
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
4.15 (2)
Rights Agreement, dated April 13, 2020, between American Finance Trust, Inc. and Computershare Trust Company, N.A., as Rights Agent
4.16 (26)
Amendment to Rights Agreement dated as of February 25, 2021, between American Finance Trust, Inc. and Computershare Trust Company, N.A., as Rights Agent
4.17 (31)
Indenture, dated as of October 7, 2021, among American Finance Trust, Inc., American Finance Operating Partnership, L.P., the Guarantors party thereto and U.S. Bank National Association, as trustee (including the form of Notes)
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Exhibit No.  Description
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)
10.3 (29)
Amendment No. 2, dated as of August 6, 2021, 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)
10.4 (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)
10.5 (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)
10.6 (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)
10.7 (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)
10.8 (29)
Amendment No. 4, dated as of August 6, 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)
10.9 (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
10.10 (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
10.11 (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
10.12 (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
10.13 (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
10.14 (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)
10.15 (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
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Exhibit No.  Description
10.16 (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.
10.17 (17)
Form of Property Management Agreement by and between American Finance Properties, LLC and certain subsidiaries of American Finance Operating Partnership, LP
10.18 (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)
10.19 (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
10.20 (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
10.21 (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
10.22 (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
10.23 (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
10.24 (27)
Amended and Restated Property Management and Servicing Agreement, dated as of June 3, 2021, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, AFN ABSPROP002, LLC, AFN ABSPROP002-A, LLC, AFN ABSPROP002-B, LLC, AFN ABSPROP002-C, 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
10.25 (27)
Amended and Restated Guaranty, dated as of June 3, 2021, by American Finance Operating Partnership, L.P. for the benefit of Citibank N.A., as indenture trustee
10.26 (20)
Form of Restricted Share Award Agreement (Directors - Pre-Listing)
10.27 (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
10.28 (30)
Amended and Restated Credit Agreement, dated as of October 1, 2021, by and among American Finance Operating Partnership, L.P., American Finance Trust, Inc. and the other guarantors party thereto, BMO Harris Bank N.A., as administrative agent, and the other lender parties thereto
10.29 (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
10.30 (17)
Guaranty of Recourse Obligations dated as of December 8, 2017 by American Finance Trust, Inc. in favor of Societe Generale and UBS AG
10.31 (3)
Form of Restricted Share Award Agreement (Directors - Post-Listing)
10.32 (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
10.33 (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

10.34 (28)
Advisor Multi-Year Outperformance Award Agreement, dated as of July 21, 2021, by and among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American 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 (18)
Form of Restricted Share Award Agreement (Officers)
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Exhibit No.  Description
10.42 (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)
10.43 (29)
Amendment No. 1, dated as of August 6, 2021, to 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)
10.44 (32)
Agreement of Purchase and Sale, dated as of December 17, 2021, by and between the Sellers identified therein and American Finance Operating Partnership
First Amendment to Agreement of Purchase and Sale, dated January 3, 2022, by and between the Sellers identified therein and American Finance Operating Partnership
Second Amendment to Agreement of Purchase and Sale, dated January 10, 2022, by and between the Sellers identified therein and American Finance Operating Partnership
Third Amendment to Agreement of Purchase and Sale, dated January 14, 2022, by and between the Sellers identified therein and American Finance Operating Partnership
Fourth Amendment to Agreement of Purchase and Sale, dated January 19, 2022, by and between the Sellers identified therein and American Finance Operating Partnership
Fifth Amendment to Agreement of Purchase and Sale, dated January 21, 2022, by and between the Sellers identified therein and American Finance Operating Partnership
Leasing Earnout Side Letter Agreement, dated February 9, 2022, by and between the Sellers identified therein and American Finance Operating Partnership
Sixth Amendment to Agreement of Purchase and Sale, dated February 10, 2022, by and between the Sellers identified therein and American Finance Operating Partnership
Seventh Amendment to Agreement of Purchase and Sale, dated February 11, 2022, by and between the Sellers identified therein and American Finance Operating Partnership
List of Subsidiaries
Consent of PricewaterhouseCoopers LLP
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
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.
77

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(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.
(26)Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021.
(27)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 4, 2021.
(28)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 21, 2021.
(29)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 6, 2021.
(30)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 4, 2021.
(31)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 8, 2021.
(32)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 20, 2021.
(33)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 14, 2022.
Item 16. Form 10-K Summary.
Not applicable.
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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 24th day of February, 2022.
 THE NECESSITY RETAIL REIT, 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.
NameCapacityDate
/s/ Edward M. Weil, Jr.Chief Executive Officer, President and Chairman of the Board of Directors
(Principal Executive Officer)
February 24, 2022
Edward M. Weil, Jr.
/s/ Jason F. DoyleChief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
February 24, 2022
Jason F. Doyle
/s/ Lisa D. KabnickLead Independent DirectorFebruary 24, 2022
Lisa D. Kabnick
/s/ Stanley PerlaIndependent DirectorFebruary 24, 2022
Stanley Perla
/s/ Leslie D. MichelsonIndependent DirectorFebruary 24, 2022
Leslie D. Michelson
/s/ Edward G. RendellIndependent DirectorFebruary 24, 2022
Edward G. Rendell
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THE NECESSITY RETAIL REIT, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
F-2
F-4
F-5
F-6
F-7
F-9
Financial Statement Schedules:
F-58
F-1

Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of The Necessity Retail REIT, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Necessity Retail REIT, Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, of statements of changes in equity and of statements of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 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, 2021, 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 $182.2 million for the year ended December 31, 2021. 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 24, 2022

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

Table of Contents
THE NECESSITY RETAIL REIT, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
20212020
ASSETS 
Real estate investments, at cost:
Land
$729,048 $723,316 
Buildings, fixtures and improvements
2,729,719 2,830,508 
Acquired intangible lease assets
402,673 454,245 
Total real estate investments, at cost
3,861,440 4,008,069 
Less: accumulated depreciation and amortization
(654,667)(639,367)
Total real estate investments, net
3,206,773 3,368,702 
Cash and cash equivalents214,853 102,860 
Restricted cash21,996 10,537 
Deposits for real estate investments41,928 137 
Deferred costs, net25,587 16,663 
Straight-line rent receivable70,789 66,581 
Operating lease right-of-use assets18,194 18,546 
Prepaid expenses and other assets (including $0 and $1,939 due from related parties as of December 31, 2021 and 2020, respectively)
26,877 23,941 
Assets held for sale187,213 — 
Total assets
$3,814,210 $3,607,967 
LIABILITIES AND EQUITY  
Mortgage notes payable, net $1,464,930 $1,490,798 
Credit facility— 280,857 
Senior notes, net491,015 — 
Below-market lease liabilities, net78,073 78,674 
Accounts payable and accrued expenses (including $1,016 and $273 due to related parties as of December 31, 2021 and 2020, respectively)
32,907 25,210 
Operating lease liabilities19,195 19,237 
Derivative liabilities, at fair value2,250 123 
Deferred rent and other liabilities
9,524 9,794 
Dividends payable
6,038 3,675 
Total liabilities
2,103,932 1,908,368 
7.50% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 12,796,000 and 8,796,000 shares authorized, 7,933,711 and 7,842,008 issued and outstanding as of December 31, 2021 and 2020, respectively
79 79 
7.375% Series C cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 11,536,000 and 3,680,000 shares authorized, 4,594,498 and 3,535,700 issued and outstanding as of December 31, 2021 and 2020, respectively
46 35 
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 123,783,060 and 108,837,209 shares issued and outstanding as of December 31, 2021 and 2020, respectively
1,238 1,088 
Additional paid-in capital2,915,926 2,723,678 
Accumulated other comprehensive loss— (123)
Distributions in excess of accumulated earnings(1,217,435)(1,055,680)
Total stockholders’ equity
1,699,854 1,669,077 
Non-controlling interests10,424 30,522 
Total equity
1,710,278 1,699,599 
Total liabilities and equity
$3,814,210 $3,607,967 

The accompanying notes are an integral part of these consolidated financial statements.
F-4

Table of Contents
THE NECESSITY RETAIL REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
 Year Ended December 31,
202120202019
Revenue from tenants$335,156 $305,224 $299,744 
Operating expenses:  
Asset management fees to related party32,804 27,829 25,695 
Property operating expense55,431 52,296 52,715 
Impairment of real estate investments33,261 12,910 827 
Acquisition, transaction and other costs4,378 2,921 6,257 
Equity-based compensation17,264 13,036 12,717 
General and administrative20,856 19,683 20,375 
Depreciation and amortization130,464 137,459 124,713 
Goodwill impairment— — 1,605 
Total operating expenses
294,458 266,134 244,904 
Operating income before gain on sale of real estate investments40,698 39,090 54,840 
Gain on sale/exchange of real estate investments4,757 6,456 23,690 
Operating income45,455 45,546 78,530 
Other (expense) income:
Interest expense(81,784)(78,467)(77,994)
Other income91 1,024 3,627 
Loss on non-designated derivatives(3,950)(9)— 
Total other expense, net
(85,643)(77,452)(74,367)
Net (loss) income(40,188)(31,906)4,163 
Net loss (income) attributable to non-controlling interests44 (16)
Allocation for preferred stock(23,262)(14,788)(7,248)
Net loss attributable to common stockholders(63,441)(46,650)(3,101)
Other comprehensive (loss) income:
Change in unrealized gain (loss) on derivative123 (123)531 
Comprehensive loss attributable to common stockholders$(63,318)$(46,773)$(2,570)
Weighted-average shares outstanding — Basic and Diluted115,404,635 108,404,093 106,397,296 
Net loss per share attributable to common stockholders — Basic and Diluted
$(0.56)$(0.44)$(0.04)
 

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

Table of Contents
THE NECESSITY RETAIL REIT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
Series A Preferred StockSeries C Preferred StockCommon Stock
 Number of
Shares
Par ValueNumber of
Shares
Par ValueNumber of
Shares
Par ValueAdditional Paid-in
Capital
Accumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Stockholders’ EquityNon-controlling InterestsTotal Equity
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, net6,917,230 69 — — — — 168,860 — — 168,929 — 168,929 
Common stock repurchases— — — — (19,870)(1)(273)— — (274)— (274)
Equity-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 Series A Preferred Stock, 1.56 per share
— — — — — — — — (7,248)(7,248)— (7,248)
Distributions to non-controlling interest holders— — — — — — — — (494)(494)(160)(654)
Net income— — — — — — — — 4,147 4,147 16 4,163 
Other comprehensive income— — — — — — — 531 — 531 — 531 
Rebalancing of ownership percentage— — — — — — 937 — — 937 (937)— 
Balance, December 31, 20196,917,230 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, net924,778 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, net of forfeitures— — — — 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 Series A 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, 20207,842,008 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 
Issuance of Common Stock, net— — — — 14,734,448 148 128,264 — — 128,412 — 128,412 
Issuance of Series A Preferred Stock, net91,703 — — — — — 2,029 — — 2,029 — 2,029 
Issuance of Series C Preferred Stock, net— — 1,058,798 11 — — 25,475 — — 25,486 — 25,486 
Equity-based compensation, net of forfeitures (1)
— — — — 288,424 2,384 — — 2,387 14,877 17,264 
Common stock shares withheld upon vesting of restricted stock — — — — (77,021)(1)(723)— — (724)— (724)
Dividends declared on Common Stock, $0.84 per share
— — — — — — — — (97,532)(97,532)— (97,532)
Dividends declared on Series A Preferred Stock, $1.875 per share
— — — — — — — — (14,891)(14,891)— (14,891)
Dividends declared on Series C Preferred Stock, $1.84 per share
— — — — — — — — (8,616)(8,616)— (8,616)
Distributions to non-controlling interest holders— — — — — — — — (537)(537)(147)(684)
Net loss— — — — — — — — (40,179)(40,179)(9)(40,188)
Other comprehensive income— — — — — — — 123 — 123 — 123 
Forfeiture of 2018 LTIP Units— — — — — — 34,826 — — 34,826 (34,826)— 
Rebalancing of ownership percentage— — — — — — (7)— — (7)— 
Balance, December 31, 20217,933,711 $79 4,594,498 $46 123,783,060 $1,238 $2,915,926 $— $(1,217,435)$1,699,854 $10,424 $1,710,278 

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

(1) Presented net of forfeitures. 25,050 restricted shares with a fair value of approximately $175,000 were forfeited during the period.
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THE NECESSITY RETAIL REIT, INC.
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
202120202019
Cash flows from operating activities:  
Net (loss) income$(40,188)$(31,906)$4,163 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation90,608 88,778 78,396 
Amortization of in-place lease assets37,592 46,496 44,795 
Amortization of deferred leasing costs2,265 2,184 1,522 
Amortization (including accelerated write-off) of deferred financing costs12,733 8,212 7,598 
Accretion of mortgage premiums and discounts on borrowings(968)(2,126)(3,816)
Amortization (accretion) of market lease and other intangibles, net
(4,625)(6,149)(7,372)
Equity-based compensation 17,264 13,036 12,717 
Loss on non-designated derivatives3,950 — 
Gain on sale/exchange of real estate investments(4,757)(6,456)(23,690)
Impairment of real estate investments and goodwill impairment33,261 12,910 2,432 
Payments of prepayment costs on mortgages3,970 807 4,491 
Changes in assets and liabilities:
Straight-line rent receivable(7,033)(19,824)(9,521)
Straight-line rent payable258 314 1,196 
Prepaid expenses and other assets(4,648)(9,139)(3,208)
Accounts payable and accrued expenses5,815 (3,831)(1,458)
Deferred rent and other liabilities(270)(598)(2,675)
Net cash provided by operating activities145,227 92,717 105,570 
Cash flows from investing activities:
Capital expenditures(13,407)(9,198)(13,652)
Acquisitions of investments in real estate and other assets(182,157)(220,412)(428,939)
Proceeds from sale of real estate investments16,630 6,707 34,813 
Deposits(41,791)(53)2,952 
Net cash used in investing activities(220,725)(222,956)(404,826)
Cash flows from financing activities:  
Proceeds from mortgage notes payable239,928 874,000 286,930 
Payments on mortgage notes payable(263,808)(663,236)(69,144)
Proceeds from issuance of senior notes500,000 — — 
Proceeds from credit facility30,500 205,000 233,000 
Payments on credit facility(311,357)(257,291)(224,553)
Payments of financing costs(28,173)(30,917)(10,778)
Payments of prepayment costs on mortgages(3,970)(807)(4,491)
Class A common stock repurchases(560)— (274)
Distributions on LTIP Units and Class A Units(501)(532)(694)
Dividends paid on Class A common stock(97,532)(75,951)(117,140)
Dividends paid on Series A preferred stock(14,848)(14,167)(3,948)
Dividends paid on Series C preferred stock(6,498)— — 
Proceeds from issuance of Class A common stock, net128,409 (211)31,601 
Proceeds from issuance of Series A preferred stock, net1,885 22,490 168,956 
Proceeds from issuance of Series C preferred stock, net25,475 85,418 — 
Net cash provided by financing activities198,950 143,796 289,465 
Net change in cash, cash equivalents and restricted cash123,452 13,557 (9,791)
Cash, cash equivalents and restricted cash, beginning of period113,397 99,840 109,631 
Cash, cash equivalents and restricted cash, end of period$236,849 $113,397 $99,840 
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THE NECESSITY RETAIL REIT, INC.
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
202120202019
Cash and cash equivalents, end of period$214,853 $102,860 $81,898 
Restricted cash, end of period21,996 10,537 17,942 
Cash, cash equivalents and restricted cash, end of period$236,849 $113,397 $99,840 
Supplemental Disclosures:
Cash paid for interest, net of derivatives settled$65,886 $72,758 $72,826 
Cash paid for income and franchise taxes$1,117 $720 $217 
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
$5,837 $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
$1,108 $5,586 $94,940 
Mortgage notes payable released in connection with disposition of real estate
$(1,108)$(5,586)$(94,940)
Accrued capital expenditures (payable)$1,553 $1,556 $355 

The accompanying notes are an integral part of these consolidated financial statements.
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021

Note 1 — Organization
The Necessity Retail REIT, Inc. (formerly known as 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, 2021, the Company owned 976 properties, comprised of 20.0 million rentable square feet, which were 93.2% leased, including 943 single-tenant, net leased commercial properties (902 of which are leased to retail tenants) and 33 multi-tenant retail properties. On December 17, 2021, the Company signed a purchase and sale agreement to acquire 79 multi-tenant properties and two single-tenant properties (the “CIM Portfolio Acquisition”) see Note 16 — Subsequent Events for additional information.
Substantially all of the Company’s business is conducted through The Necessity Retail REIT Operating Partnership, L.P (formerly known as American Finance Operating Partnership, L.P), (the “OP”), a Delaware limited partnership, and its wholly owned subsidiaries. Necessity Retail Advisors, LLC (formerly known as American Finance Advisors, LLC) (the “Advisor”) manages the Company’s day-to-day business with the assistance of the Company’s property manager, Necessity Retail Properties, LLC (formerly known as 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. Except for the OP, as of December 31, 2021 and 2020, the Company had no interests in entities that were not wholly owned.
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, recession, or period of slow growth. 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, 2021, 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
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
and assumptions as of December 31, 2021 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 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 experienced delays in rent collections in the second, third and fourth quarters of 2020 and the first quarter of 2021. The Company took a proactive approach to achieve mutually agreeable solutions with its tenants and in some cases, in the second, third and fourth quarters of 2020 and throughout 2021, the Company has executed several types of lease amendments. These agreements include deferrals and abatements 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 provided relief that allowed 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 is 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.
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.
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, 2021, these leases had an average remaining lease term of approximately 8.6 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,
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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.
As of December 31, 2021:
(In thousands)Future Base Rent Payments
2022$277,209 
2023265,327 
2024250,179 
2025232,619 
2026216,035 
Thereafter1,313,858 
 $2,555,227 
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, 2021, 2020 and 2019, approximately $1.4 million, $1.1 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 and throughout 2021, this assessment included consideration of the impacts of the COVID-19 pandemic on the ability of the Company’s 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.
In accordance withe lease accounting rules, the Company records uncollectable amounts as reductions in revenue from tenants. The Company recorded a reduction in revenue from tenants of $1.8 million, $6.6 million and $2.9 million during the years ended December 31, 2021, 2020 and 2019, respectively.
During the third quarter of 2021, the Company entered into a lease termination agreement with a tenant at 12 of its properties. The Company recorded approximately $10.5 million in revenue from tenants during the third quarter of 2021 as a
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
result of all of the accounting impacts of related to this lease termination. This amount consists of a lease termination fee of $10.4 million, a $0.7 million below market lease intangibles write off (see Note 3 — Real Estate Investments, Net), less $0.6 million in previously recorded straight-line rent receivables accrued on these leases. The $10.4 million termination fee was received by the Company in October 2021. In addition, during the year ended December 31, 2021, the Company recorded a $0.8 million lease termination fee from a tenant in one of the Company’s multi-tenant properties that terminated its lease.
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, 2021, 2020 or 2019. 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, 2021 the Company had one property classified as held for sale, and as of December 31, 2020, the Company had no properties 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 this 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, 2021, 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.
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-
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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, 2021, 2020 and 2019 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, 2021, 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.
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
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
The Company had no goodwill recorded as of December 31, 2021, 2020 and 2019. During 2019, the Company was required to assess whether its goodwill was impaired, which required the Company to determine if it was more likely than not that the fair value of a reporting unit is less than its carrying amount. Historically, the Company evaluated goodwill for impairment at least annually or when other market events or circumstances occurred that might indicate that goodwill was impaired. 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. The Company had no goodwill remaining after the recording of this impairment.
Reportable Segments
As of December 31, 2021, the Company has determined that it has two reportable segments, with activities related to investing in single-tenant properties and multi-tenant properties.
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.
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
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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 in 2021 (the “2021 OPP”) and in 2018 (the “2018 OPP”), the OP issued units of limited partnership designated as LTIP Units (“LTIP Units”), which are also reflected as part of non-controlling interest as of December 31, 2021, 2020 and 2019. Please see Note 9 — Stockholders’ Equity and Non-Controlling Interest and Note 13 — Equity-Based Compensation for additional information on transactions that impacted the amounts recorded for non-controlling interests during the years ended December 31, 2021, 2020 and 2019.
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, 2021, the Company had cash and cash equivalents of $214.9 million of which $213.6 million were in excess of the amount insured by the FDIC. 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. 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.
Note Receivable, net, and Related Income
Included in prepaid assets and other assets on the consolidated balance sheet as of December 31, 2021 and 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 $0.6 million and $0.2 million was drawn as of December 31, 2021 and December 31, 2020, respectively. 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) and the Senior Notes (see Note 6 — Senior Notes, Net) are reflected net of the related financing on our balance sheet.
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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 the equity-based compensation line item of the consolidated statements of operations 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 were 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. The cumulative expense was reflected as part of non-controlling interest in the Company’s balance sheets and statements of equity until the end of the service period. Following the end of the performance period under the 2018 OPP on July 19, 2021, the compensation committee of the board of directors of the Company determined that none of the 4,496,796 of the LTIP Units subject to the 2018 OPP had been earned, and these LTIP Units were thus automatically forfeited. On that date, the Company reclassified amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its balance sheet and statement of equity.
On May 4, 2021, the Company’s independent directors, authorized the issuance of a new award of LTIP Units effective after the performance period under the 2018 OPP expired on July 19, 2021, with the number of LTIP Units to be issued to the Advisor to be equal to the quotient of $72.0 million divided by the 10-trading day trailing average closing stock price of the Company’s Class A common stock for the ten trading days up to and including July 19, 2021. On July 21, 2021, the Company entered into the 2021 OPP pursuant to which the Advisor was granted an award of 8,528,885 LTIP Units, representing the quotient of $72.0 million divided by $8.4419. As a result, the LTIP Units issued under the 2021 OPP classified as an equity award with the cumulative expense reflected as part of non-controlling interest in the Company’s consolidated balance sheets and equity statements.
In the event of a modification of any of the awards discussed above, 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.
For additional information on all of the Company’s equity-based compensation arrangements, see Note 13 — 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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 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, 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.
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.
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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 10 — 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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.
Adopted as of December 31, 2021:
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 Company adopted the new standard as required on January 1, 2021 and its adoption did not have a material impact on the Company’s financial statements.
Pending Adoption as of December 31, 2021:
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, 2021, 2020 and 2019. All acquisitions in 2021, 2020 and 2019 were considered asset acquisitions for accounting purposes.
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
Year Ended December 31,
(Dollars in thousands)
2021 (2)
20202019
Real estate investments, at cost:
Land$31,228 $41,517 $76,610 
Buildings, fixtures and improvements133,745 153,048 288,549 
Total tangible assets164,973 194,565 365,159 
Acquired intangible assets and liabilities: [1]
In-place leases23,358 27,873 66,787 
Above-market lease assets
— 1,786 1,973 
Below-market ground lease asset
— — 
Above-market ground lease liability
— — 
Below-market lease liabilities
(6,174)(3,812)(4,980)
Total intangible assets, net17,184 25,847 63,780 
Consideration paid for acquired real estate investments, net of liabilities assumed
$182,157 

$220,412 $428,939 
Number of properties purchased69 107 218 
__________
[1]Weighted-average remaining amortization periods for in-place leases and below-market lease liabilities acquired during the year ended December 31, 2021 were 15.8 years and 19.2 years, respectively, as of each property’s respective acquisition date.
[2]Includes two acquisitions of parcels adjacent to one of the Company’s multi-tenant properties.
Total acquired intangible lease assets and liabilities consist of the following as of the dates presented:
 December 31, 2021December 31, 2020
(In thousands)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible assets: 
In-place lease assets
$380,324 $156,488 $223,836 $430,610 $176,011 $254,599 
Above-market lease assets
22,349 10,280 12,069 23,635 9,129 14,506 
Total acquired intangible lease assets
$402,673 $166,768 $235,905 $454,245 $185,140 $269,105 
Intangible liabilities:  
Below-market lease liabilities
$107,828 $29,755 $78,073 $104,758 $26,084 $78,674 
Total acquired intangible lease liabilities$107,828 $29,755 $78,073 $104,758 $26,084 $78,674 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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, 2021, 2020 and 2019:
Year Ended December 31,
(In thousands)202120202019
In-place leases, included in depreciation and amortization$37,592 $46,496 $44,795 
Above-market lease intangibles$(2,437)$(2,794)$(3,375)
Below-market lease liabilities7,122 8,994 10,796 
Total included in revenue from tenants
$4,685 $6,200 $7,421 
Below-market ground lease asset [1]
$32 $32 $32 
Above-market ground lease liability [1]
— (1)(2)
Total included in property operating expenses
$32 $31 $30 
__________
[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)20222023202420252026
In-place leases, to be included in depreciation and amortization
$35,293 $32,631 $29,783 $26,539 $21,920 
Above-market lease intangibles$2,067 $1,764 $1,651 $1,287 $933 
Below-market lease liabilities(6,323)(6,182)(5,986)(5,759)(5,537)
Total to be included in revenue from tenants
$(4,256)$(4,418)$(4,335)$(4,472)$(4,604)
Deposits for Real Estate Investments
As of December 31, 2021, the Company had $41.9 million in deposits for future acquisitions of real estate investments of which $40.0 million relates to the deposit on the CIM Acquisition. See Note 16 — Subsequent Events for additional information.
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, 2021, there was one property, the Company’s Sanofi property, classified as held for sale. This property was disposed on January 6, 2022 and did not represent a strategic shift. Accordingly, the operating results of this property remains classified within continuing operations for all periods presented. See Note 16—Subsequent Events for additional information. As of December 31, 2020, there were no properties classified as held for sale.

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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
The following table details the major classes of assets associated with the property that has been reclassified as held for sale as of December 31, 2021:
(In thousands)December 31, 2021
Real estate investments held for sale, at cost:
Land$16,009 
Buildings, fixtures and improvements194,288 
Acquired intangible lease assets46,980 
Total real estate assets held for sale, at cost
257,277 
Less accumulated depreciation and amortization(70,064)
Total real estate investments held for sale, net
187,213 
Assets held for sale$187,213 

Real Estate Sales/Exchanges
During the year ended December 31, 2021, the Company sold 13 properties, five of which were leased to Truist Bank, for an aggregate contract price of $18.9 million, resulting in a gain of $4.8 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, 2021.
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.
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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 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 purchase and sales agreement 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 purchase and sales agreement. Three were single-tenant properties which were vacant.
Impairment Charges
The Company recorded impairment charges of $33.3 million for the year ended December 31, 2021 related to one single-tenant property formerly leased to United Healthcare and eight vacant single-tenant properties formerly leased to Truist Bank located across various states. The United Healthcare property has been vacant since June 30, 2021 when the tenant did not renew their lease. The Company evaluated local market conditions and various alternative plans for the property. Due to weak local market conditions, expected sustained vacancy of this property as either a single-tenant or multi-tenant property and an increased probability of sale, the Company determined that the property was impaired. The Company recorded an impairment of $26.9 million to adjust the property’s carrying value to its estimated fair value. Of the Truist properties, seven were impaired to adjust the properties to their fair values as determined by their respective purchase and sales agreements or non-binding letters of intents, and one property was impaired to adjust carrying value to its fair value as determined by the income approach as described above.
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 purchase and sales agreement.
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.
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.
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
Note 4 — Mortgage Notes Payable, Net
The Company’s mortgage notes payable, net as of December 31, 2021 and 2020 consisted of the following:
Outstanding Loan Amount as of
Effective Interest Rate as of
December 31,
December 31,
Portfolio
Encumbered Properties
202120202021
Interest Rate
Maturity
Anticipated Repayment
(In thousands)(In thousands)
2019 Class A-1 Net Lease Mortgage Notes102$118,231 $119,084 3.83 %FixedMay 2049May 2026
2019 Class A-2 Net Lease Mortgage Notes108120,644 121,000 4.52 %FixedMay 2049May 2029
2021 Class A-1 Net-Lease Mortgage Notes3654,487 — 2.24 %FixedMay 2051May 2028
2021 Class A-2 Net-Lease Mortgage Notes4794,113 — 2.83 %FixedMay 2051May 2031
2021 Class A-3 Net-Lease Mortgage Notes3335,000 — 3.07 %FixedMay 2051May 2028
2021 Class A-4 Net-Lease Mortgage Notes3555,000 — 3.65 %FixedMay 2051May 2031
    Total Net Lease Mortgage Notes361477,475 240,084 
SAAB Sensis I$— (6)$6,217 — %FixedApr. 2025Apr. 2025
Truist Bank II— (5)9,560 — %FixedJul. 2031Jul. 2021
Truist Bank III— (5)60,952 — %FixedJul. 2031Jul. 2021
Truist Bank IV— (5)3,792 — %FixedJul. 2031Jul. 2021
Sanofi US I — (7)125,000 — %
Fixed (4)
Sep. 2025Sep. 2025
Stop & Shop445,000 45,000 3.50 %FixedJan. 2030Jan. 2030
Column Financial Mortgage Notes366715,000 (8)715,000 3.79 %FixedAug. 2025Aug. 2025
Shops at Shelby Crossing— (6)21,677 — %FixedMar. 2024Mar. 2024
Patton Creek — (5)34,000 — %VariableDec. 2021Dec. 2021
Bob Evans I2222,842 23,950 4.71 %FixedSep. 2037Sep. 2027
Mortgage Loan II12210,000 210,000 4.25 %FixedJan. 2028Jan. 2028
Mortgage Loan III2233,400 33,400 4.12 %FixedJan. 2028Jan. 2028
Gross mortgage notes payable
7871,503,717 1,528,632 3.79 %(1)
Deferred financing costs, net of accumulated amortization (2)
(38,672)(38,760)
Mortgage premiums and discounts, net (3)
(115)926 
Mortgage notes payable, net
$1,464,930 $1,490,798 
__________
[1]Calculated on a weighted-average basis for all mortgages outstanding as of December 31, 2021.
[2]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 it is probable the financing will not close.
[3]Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
[4]Mortgage was fixed by an interest rate swap agreement which fixed the effective interest rate at 3.27%. In October 2021, in connection with the repayment of the mortgage, this interest rate swap agreement was terminated. See Note 8 — Derivatives and Hedging Activities for additional information.
[5]Mortgage was fully repaid with proceeds from the 2021 Net Lease Mortgage Notes discussed below.
[6]Mortgages were fully repaid with proceeds from borrowings under the Credit Facility during the third quarter of 2021.
[7]In October 2021, this mortgage was fully repaid with proceeds from the issuance of the Senior Notes. See Note 6 — Senior Notes, Net for additional information.
[8]In January 2022, this mortgage was repaid by $7.9 million. See Note 16 — Subsequent Events for additional information.
As of December 31, 2021 and 2020, the Company had pledged $2.4 billion and $2.8 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, 2021, $1.3 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.
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
The Company periodically refinances its mortgages and has incurred prepayment penalties when it pays off its mortgages prior to their maturities. The Company incurred prepayment penalties of $4.0 million, $0.8 million and $4.5 million for the years ended December 31, 2021, 2020 and 2019, respectively.
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable and the Company’s other debt based on anticipated repayment dates for the five years subsequent to December 31, 2021 and thereafter:
Future Principal Payments
(In thousands)Mortgage Notes
Credit Facility [1]
Senior Notes [2]
Total
2022$3,712 $— $— $3,712 
20232,629 — — 2,629 
20241,646 — — 1,646 
2025716,670 — — 716,670 
2026116,930 — — 116,930 
Thereafter662,130 — 500,000 1,162,130 
 $1,503,717 $— $500,000 $2,003,717 
__________
[1]The Credit Facility matures on April 1, 2026, subject to the Company’s right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. See Note 5 — Credit Facility for additional information.
[2]The Senior Notes will mature on September 30, 2028. See Note 6 — Senior Notes for additional information.
The Company’s mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of December 31, 2021, the Company was in compliance with financial covenants under its mortgage notes payable agreements.
Net Lease Mortgage Notes
On June 3, 2021, certain subsidiaries of the Company (the “2021 Issuers”) completed the issuance of $318.0 million aggregate principal amount of Net Lease Mortgage Notes (the “2021 Net Lease Mortgage Notes”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The 2021 Net Lease Mortgage Notes are cross-collateralized with the $242.0 million in aggregate principal amount of Net Lease Mortgage Notes issued in 2019 (the “2019 Net Lease Mortgage Notes” and, together with the 2021 Net Lease Mortgage Notes, the “Notes”) issued by certain other subsidiaries of the Company (the “2019 Issuers” and, together with the 2021 Issuers, the “Issuers”). The Notes were 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 Notes.
The 2021 Net Lease Mortgage Notes were issued in six classes, Class A-1 (AAA), Class A-2 (AAA), Class A-3 (A), Class A-4 (A), Class B-1 (BBB) and Class B-2 (BBB). The Class A-1 (AAA) Notes were initially rated AAA (sf) by Standard & Poors and are comprised of $55.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2028 and an interest rate of 2.21%. The Class A-2 (AAA) Notes were initially rated AAA (sf) by Standard & Poors and are comprised of $95.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2031 and an interest rate of 2.79%. The Class A-3 (A) Notes were initially rated A (sf) by Standard & Poors and are comprised of $35.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2028 and an interest rate of 3.03%. The Class A-4 (A) Notes were initially rated A (sf) by Standard & Poors and are comprised of $55.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2031 and an interest rate of 3.60%.
The Class B Notes are currently retained by the OP and are eliminated upon consolidation, and therefore not presented in the Company’s consolidated financial statements/ The Class B Notes may be sold to unaffiliated third parties in the future. The Class B-1 (BBB) Notes were initially rated BBB (sf) by Standard & Poors and are comprised of $30.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2028 and an interest rate of 4.02%. The Class B-2 (BBB) Notes were initially rated BBB (sf) by Standard & Poors and are comprised of $48.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2031 and an interest rate of 4.58%. The 2021 Net Lease Mortgage Notes have a rated final payment date in May 2051.
The 2019 Net Lease Mortgage Notes were issued in two classes, Class A-1 (AAA) and Class A-2 (A). The Class A-1 (AAA) Notes are rated AAA (sf) by Standard & Poors and are comprised of $121.0 million initial principal amount of 2019 Net
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
Lease Mortgage Notes with an anticipated repayment date in May 2026 and an interest rate of 3.78%. The Class A-2 (a) Notes are rated A (sf) by Standard & Poors and are comprised of $121.0 million initial principal amount of 2019 Net Lease Mortgage Notes with an anticipated repayment date in May 2029 with an interest rate of 4.46%. The 2019 Net Lease Mortgage Notes have a rated final payment date in May 2049.
The Notes may be redeemed at any time prior to their anticipated repayment date subject to payment of a make-whole premium. The 2021 Net Lease Mortgage Notes (excluding the Class B Notes) are collectively amortizing at a rate of approximately 0.86% per annum. The 2019 Net Lease Mortgage Notes are collectively amortizing at a rate of approximately 0.5% per annum. If any class of Notes is not paid in full at its respective anticipated repayment date, additional interest will begin to accrue on those Notes.
The Issuers may release or exchange properties from the collateral pool securing the 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.
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. This mortgage was repaid in full with proceeds from the 2021 Net Lease Mortgage Notes discussed above.
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 8 — Derivatives and Hedging Activities for more information).
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 could prepay the loan in whole or in part at any time subject to applicable prepayment penalties. This mortgage was repaid in October 2021 and the related interest rate swap agreement was terminated, see Note 8 — Derivatives and Hedging Activities for more information.
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 and sold on January 6, 2022, see Note 16 — Subsequent Events for additional information.
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 366 single-tenant properties located in 41 states and the District of Columbia, totaling approximately 7.0 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.
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
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.
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.
Subsequent to December 31, 2021, the Company repaid $7.9 million of amounts outstanding under this mortgage after disposing of two properties formerly encumbered under the mortgage in December 2021. See Note 16 — Subsequent Events for additional information.
Note 5 — Credit Facility
On April 26, 2018, the Company repaid its prior revolving unsecured corporate credit facility in full and entered into a credit facility (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. On October 1, 2021, the Company entered into an amendment and restatement of the Credit Facility with BMO Harris Bank N.A., as administrative agent, and the other lender parties thereto. Also, upon the closing of the Senior Notes (as defined in Note 6 — Senior Notes, Net) on October 7, 2021, the Company used a portion of the proceeds to repay all outstanding borrowings under the Credit Facility at the time. The aggregate total commitments after the amendment and restatement of the Credit Facility were increased from $540.0 million to $815.0 million, including a $50.0 million sublimit for letters of credit and a $55.0 million sublimit for swingline loans. The Credit Facility includes an uncommitted “accordion feature” permitting the Company, subject to certain exceptions, to increase the commitments under the Credit Facility by up to an additional $435.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions. The Credit Facility matures on April 1, 2026, subject to the Company’s right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. Borrowings under the Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to customary LIBOR breakage costs.
The Credit Facility is supported by a pool of eligible unencumbered properties that are owned by the subsidiaries of the OP that serve as Guarantors. The Company may add or remove properties to or from this pool so long as at any time there are at least 15 eligible unencumbered properties with a value of at least $300.0 million, among other things. The amount available for future borrowings under the Credit Facility depends on the amount outstanding thereunder relative to the aggregate commitments; however, the amount the Company may borrow is limited by the financial maintenance covenants described below.
The amount available for future borrowings under the Credit Facility is based on the 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.
As of December 31, 2021, the Company had a total borrowing capacity under the Credit Facility of $214.3 million based on the value of the borrowing base under the Credit Facility, which included the Sanofi property as of December 31, 2021 which was sold on January 6, 2022. No amounts were outstanding under the Credit Facility as of December 31, 2021 and $214.3 million remained available for future borrowings. Subsequent to December 31, 2021 we borrowed $170.0 million to fund a portion of the first tranche of the CIM Acquisition, see Note 16 — Subsequent Events for additional information.
The Credit Facility currently requires payments of interest only prior to maturity. Following the amendment and restatement of the Credit Facility, borrowings will bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.45% to 1.05%, or (ii) LIBOR plus an applicable spread ranging from 1.45% to 2.05%, in each case depending on the Company’s consolidated leverage ratio. These spreads reflect a reduction from the previously applicable spreads. In addition, pursuant to the amendment to the Credit Facility, (i) if the Company or the OP achieves an
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
investment grade credit rating, the OP can elect for the spread to be based on the credit rating of the Company or the OP, and (ii) the prior “floor” on LIBOR of 0.25% was removed.
Prior to the amendment and restatement, borrowings under the Credit Facility bore 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 was 1.5% with respect to the Base Rate and 2.5% with respect to LIBOR regardless of the Company’s consolidated leverage ratio.
As of December 31, 2021 and 2020, the weighted-average interest rate under the Credit Facility was 0.00% and 2.79%, respectively.
In July 2017, the Financial Conduct Authority (the authority that 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 March 5, 2021, the Financial Conduct Authority confirmed a partial extension of this deadline, announcing that it will cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021. The remaining USD LIBOR settings will continue to be published through June 30, 2023. The Company is not able to predict when there will be sufficient liquidity in the SOFR market. The Company is monitoring and evaluating the risks related to 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 will also be impacted as LIBOR is limited and discontinued and contracts must be transitioned to a new alternative rate. While the Company expects LIBOR to be available in substantially its current form until at least June 30, 2023, 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. The Credit Facility contains language governing the establishment of a replacement benchmark index to serve as an alternative to LIBOR, when necessary.
Any subsidiary owning property that is included in the borrowing base is required to guarantee the OP’s obligations under the Credit Facility. This includes any wholly owned domestic subsidiary of the OP that directly or indirectly owns or leases a real estate asset added to the pool of eligible unencumbered properties. For any Guarantor subsidiary of the OP, this guarantee will be released if the Company or the OP achieves an investment grade credit rating, but will again be required (i) if either the Company or the OP loses its investment grade credit rating, or (ii) with respect to any Guarantor subsidiary of the OP, for so long as the subsidiary is the primary obligor under or provides a guaranty to any holder of unsecured indebtedness.
The Credit Facility contains various customary operating covenants, including covenants restricting, among other things, restricted payments (including dividends and share repurchases), the incurrence of liens, the types of investments the Company may make, fundamental changes, agreements with affiliates and changes in nature of business. The amended and restated Credit Facility also (i) continues to have financial maintenance covenants with respect to maximum consolidated leverage, maximum consolidated secured leverage, minimum fixed charge coverage, and minimum net worth, (ii) amended the maximum recourse debt to total asset value covenant to refer instead to secured recourse debt, and (iii) added new financial maintenance covenants with respect to maximum consolidated unsecured leverage and adjusted net operating income for the pool of eligible unencumbered properties required to be maintained under the Credit Facility to debt service paid on unsecured indebtedness.
Under the Credit Facility, subject to certain conditions, the Company is not permitted to 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 AFFO (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. However, the Credit Facility also permits the Company to pay distributions in an aggregate amount not exceeding 105% of AFFO 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 amounts available for future borrowings under the Credit Facility of not less than $60.0 million. Moreover, 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, 2021, the Company was in compliance with the operating and financial covenants under the Credit Facility.
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
Note 6 — Senior Notes, Net
On October 7, 2021, the Company and the OP, (together the “Senior Notes Issuers”), issued $500.0 million aggregate principal amount of 4.500% Senior Notes due 2028 (the “Senior Notes”). The Senior Notes Issuers and the subsidiaries of the Senior Notes Issuers that guarantee the Senior Notes (the “Guarantors”) entered into an Indenture (the “Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”). As of December 31, 2021 the amount of the Senior Notes on the Company’s consolidated balance sheet totaled $491.0 million which is net of $9.0 million of deferred financing costs, respectively.
At closing, the Senior Notes Issuers used a portion of the net proceeds from the issuance of the Senior Notes, after deducting the initial purchasers’ discounts and offering fees and expenses, to repay amounts outstanding at the time under the Credit Facility of approximately $186.2 million and to repay a $125.0 million mortgage note. The Senior Notes Issuers may use the remaining proceeds to fund future property acquisitions and for other general corporate purposes.
The Senior Notes, which were issued at par, will mature on September 30, 2028 and accrue interest at a rate of 4.500% per year. Interest on the Senior Notes, which began to accrue on October 7, 2021, is payable semi-annually in arrears on March 30 and September 30 of each year, beginning on March 30, 2022.
The Senior Notes are fully and unconditionally guaranteed (the “Senior Note Guarantees”) on a joint and several basis by the subsidiaries of each Senior Notes Issuer that are guarantors under the Credit Facility. Subject to certain exceptions, each future subsidiary of each Senior Notes Issuer that subsequently guarantees indebtedness under the Credit Facility, any other syndicated loan facility or any capital markets indebtedness, in each case, of the Senior Notes Issuers or a Guarantor will be required to execute a Senior Note Guarantee. Under certain circumstances, the Guarantors may be automatically released from their Senior Note Guarantees without the consent of the holders of Senior Notes.
The Senior Notes and the Senior Note Guarantees are senior unsecured obligations of the Senior Notes Issuers and each Guarantor and are equal in right of payment with all of the other existing and future senior unsecured indebtedness of the Senior Notes Issuers and each Guarantor, including their obligations under the Credit Facility, senior in right of payment to any indebtedness that by its terms is expressly subordinated to the Senior Notes and the Senior Note Guarantees, effectively subordinated to all of the existing and future secured indebtedness of the Senior Notes Issuers and each Guarantor to the extent of the value of the collateral securing such debt and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of any subsidiary of the Senior Notes Issuers that do not guarantee the Senior Notes.
The Senior Notes are redeemable at the option of the Senior Notes Issuers, in whole at any time or in part from time to time, in each case prior to June 30, 2028, for cash, at a redemption price equal to the greater of (i) 101% of the principal amount of the Senior Notes to be redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if the Senior Notes matured on June 30, 2028 (exclusive of unpaid interest accrued to, but not including, the date of redemption) discounted to the date of redemption on a semi-annual basis at the treasury rate plus 50 basis points, plus, in each case, unpaid interest, if any, accrued to, but not including, the date of redemption. In addition, at any time on or after June 30, 2028, the Senior Notes will be redeemable, at the option of the Issuers, in whole at any time or in part from time to time, for cash, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed plus unpaid interest, if any, accrued to, but not including, the date of redemption.
If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Senior Notes Issuers will be required to make an offer to purchase the Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the purchase date.
If the Senior Notes Issuers or any of their restricted subsidiaries sell assets, under certain circumstances the Senior Notes Issuers will be required to make an offer to purchase the Senior Notes at a price equal to 100% of the principal amount, plus accrued interest and unpaid interest, if any, up to, but excluding, the purchase date.
The Indenture contains covenants that, among other things, limit the ability of the Senior Notes Issuers and their restricted subsidiaries to (1) incur additional indebtedness, (2) pay dividends and make distributions on the capital stock of the Company and each Senior Notes Issuer’s restricted subsidiaries, (3) make investments or other restricted payments, (4) create liens on their assets, (5) enter into transactions with affiliates, (6) merge or consolidate or sell all or substantially all of their assets, (7) sell assets and (8) create restrictions on the ability of their restricted subsidiaries to pay dividends or other amounts to them. These covenants are subject to important exceptions and qualifications. In addition, if the Senior Notes are rated investment grade by any two of Moody’s Investors Service, Inc., Fitch Ratings Inc. and Standard & Poor’s Ratings Services, and at such
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
time no default or event of default under the Indenture has occurred and is continuing, many of the covenants in the Indenture will be suspended or become more lenient and may not go back into effect.
The Indenture contains customary events of default which could, subject to certain conditions, cause the Senior Notes to become immediately due and payable.
Note 7 — 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.
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, 2021 and 2020.
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, 2021, 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, 2021 and 2020. The carrying value of impaired real estate investments held for sale on the
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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, 2021 there was no carrying value of advances to the Company under the Credit Facility, and as of December 31, 2020 the carrying value of advances to the Company under the Credit Facility were $280.9 million. The fair value of advances to the Company under the Credit Facility was $278.8 million as of December 31, 2020, due to the widening of the credit spreads during the period. 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, 2021 and 2020 were $1.5 billion in each period, and the fair value of the Company’s mortgage notes payable were $1.5 billion and $1.6 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.
As of December 31, 2021, the Company’s Senior Notes had a gross carrying value of $500.0 million and a fair value of $504.4 million
Note 8 — 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.
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December 31, 2021
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, and fixed 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 fixed interest on the mortgage at an effective interest rate of 3.27% and was to expire in July 2026. This interest rate swap was terminated in the fourth quarter of 2021 when the mortgage loan was repaid and the Company received $2.1 million as a result of the termination. Following the termination, the Company reclassified approximately $2.1 million from AOCI as a reduction to interest expense in the Company’s consolidated statement of operations and comprehensive loss in the fourth quarter of 2021.
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 $34.0 million, which expired in December 2021. The fair value of this interest rate cap was insignificant and therefore is not shown on the consolidated balance sheet as of December 31, 2020 (see Note 4 — Mortgage Notes Payable for additional information).
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the accompanying consolidated balance sheets as of December 31, 2020. The Company did not have any derivative instruments outstanding as of December 31, 2021 due to the termination of the interest rate swap noted above.
(In thousands)Balance Sheet LocationDecember 31, 2021December 31, 2020
Derivatives designated as hedging instruments:
Interest Rate “Pay-fixed” SwapsDerivative liabilities, at fair value$— $123 
Derivatives not designated as hedging instruments:
Embedded derivativesDerivative liabilities, at fair value$2,250 $— 
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, 2021, 2020 and 2019, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
During the year ended December 31, 2021, the Company terminated its pay-fixed interest rate swap agreement with a notional amount of $125.0 million. This termination resulted in income of $2.1 million during the year ended December 31, 2021, which is included as a reduction of interest expense in the Company’s consolidated statement of operations and comprehensive loss.
During the year ended December 31, 2019, the Company terminated its pay-fixed interest rate swap agreements with a combined notional amount of $29.9 million and 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 Company’s consolidated statement of operations and comprehensive loss.
As of December 31, 2021 the Company did not have any derivatives that were designated as cash flow hedges of interest rate risk. As of December 31, 2020 the Company had the following derivatives that were designated as cash flow hedges of interest rate risk:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
December 31, 2020
Interest Rate DerivativeNumber of
Instruments
Notional Amount
(In thousands)
Interest Rate “Pay-fixed” Swaps1$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, 2021, 2020 and 2019, respectively:
Year Ended December 31,
(In thousands)202120202019
Amount of loss recognized in AOCI on interest rate derivatives [1]
$2,040 $(174)$(979)
Amount of loss reclassified from AOCI into income as interest expense$(213)$(51)$(36)
Total interest expense recorded in the consolidated statement of operations and comprehensive loss$81,784 $78,467 $77,994 
__________
[1] Excludes a gain of $2.1 million and a loss of $1.5 million in the Company’s consolidated statements of operations for the years ended December 31, 2021 and December 31, 2019, respectively, 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 Derivatives
These derivatives have historically been 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. These derivatives also include other instruments that don’t qualify for hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.
The Company recorded an immaterial loss on non-designated hedging relationships during the years ended December 31, 2021 and 2020. The Company did not record any gains or losses during the year ended December 31, 2019 since the Company did not have any derivatives that were not designated as hedges of in qualifying hedging relationships during that year.
As of December 31, 2021 the Company did not have any derivative interest rate cap contracts that were not designated as hedges under qualifying hedging relationships. 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 DerivativeNumber of
Instruments
Notional Amount
(In thousands)
Interest Rate Cap1$34,000 
Embedded Derivative
The purchase and sale agreement for the CIM Acquisition (see Note 16 – Subsequent Events for more information) included the planned issuance of shares of the Company’s Class A common stock or Class A units in the Operating Partnership of the up to $53.4 million in value, $26.7 million of which was issued to the seller at the closing of the first tranche of the CIM Acquisition, and the remainder of which will be issued in one or more successive tranches. The number of shares or units to be issued at the applicable closing will be based on the value of the shares or units that may be issued at such closing divided by the per-share volume weighted average price of the Company’s Class A common stock measured over a five-day consecutive trading period immediately preceding (but not including) the date on which written notice is delivered, indicating the seller’s election to receive either shares or units, to the Operating Partnership (the price of which is to be limited by a 7.5% collar in either direction from the per share volume weighted-average price of the Company’s Class A common stock measured over a ten-day consecutive trading period immediately preceding (but not including) the effective date of the PSA, which was $8.34 per share. The Company concluded that this arrangement constituted an embedded derivative which requires separate accounting. The initial value of the embedded derivative was an asset upon the signing of the PSA of $1.7 million, and was a
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December 31, 2021
liability of $2.3 million as of December 31, 2021. The change in the embedded derivative’s value is reflected as a loss on non-designated derivatives of $4.0 million.
Offsetting Derivatives
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2020. The Company did not have any derivatives outstanding as of December 31, 2021 or 2019. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.
Gross Amounts Not Offset on the Balance Sheet
(In thousands)Gross Amounts of Recognized AssetsGross Amounts of Recognized (Liabilities)Gross Amounts Offset on the Balance SheetNet Amounts of Assets (Liabilities) Presented on the Balance SheetFinancial InstrumentsCash Collateral Received (Posted)Net Amount
December 31, 2021$— $2,250 $— $2,250 $— $— $2,250 
December 31, 2020$— $123 $— $123 $— $— $123 
Note 9 — Stockholders’ Equity and Non-Controlling Interest
Common Stock
As of December 31, 2021 and 2019, the Company had 123.8 million and 108.8 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 if certain conditions are met.
As more fully discussed in Note 16 – Subsequent Events, the Company expects to issue $53.4 million in Class A Common Stock in connection with the CIM Portfolio Acquisition, subject to adjustments, $26.7 million of which was issued on February 11, 2022 in connection with the closing of the first tranche.
Distribution Reinvestment Plan
Effective on the Listing Date, an amendment and restatement of the then effective distribution reinvestment plan approved by the Company’s board of directors became effective (the “DRIP”). The 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 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.
Shares issued pursuant to the DRIP are recorded within stockholders’ equity in the accompanying consolidated balance sheets in the period dividends are declared. During the years ended December 31, 2021, 2020 and 2019 all shares acquired by participants pursuant to the DRIP were acquired through open market purchases by the plan administrator and not acquired directly from the Company.
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 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.
The Company did not sell any shares under the Class A Common Stock ATM Program during the year ended December 31, 2020.
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December 31, 2021
The Company sold 14,734,448 shares of Class A common stock through its Class A Common Stock ATM program during the year ended December 31, 2021, which generated $130.6 million of gross proceeds, and net proceeds of $128.4 million after commissions, fees and other costs incurred of $2.2 million.
Subsequent to December 31, 2021, the Company sold 2,761,711 shares of its Class A common stock through its Class A Common Stock ATM Program for gross proceeds of $24.9 million.
Preferred Stock
The Company is authorized to issue up to 50,000,000 shares of preferred stock, of which it has classified and designated 12,796,000 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 11,536,000 as authorized shares of its Series C Preferred Stock as of December 31, 2021. The Company had 7,933,711 and 7,842,008 shares of Series A Preferred Stock issued and outstanding as of December 31, 2021 and 2020, respectively. No Series B Preferred Stock is issued or outstanding as of December 31, 2021 or 2020. The Company had 4,594,498 and 3,535,700 shares of its Series C Preferred Stock issued and outstanding as of December 31, 2021 and 2020, respectively.
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.
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, 2021, the Company sold 91,703 shares under the Series A Preferred Stock ATM Program for gross proceeds of $2.3 million and net proceeds of $2.0 million, after commissions, fees and offering costs incurred of $0.3 million.
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, fees and offering costs incurred 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, fees and offering costs incurred of approximately $0.8 million.
Series A Preferred Stock Terms
The Series A Preferred Stock is listed on Nasdaq under the symbol “RTLPP.” 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
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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”) 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.
During the year ended December 31, 2021, the Company sold 1,058,798 shares under the Series C Preferred Stock ATM Program for gross proceeds of $26.5 million and net proceeds of $25.5 million, after commissions, fees and offering costs incurred of approximately $1.0 million.
Series C Preferred Stock Terms
The Series C Preferred Stock is listed on Nasdaq under the symbol “RTLPO.” 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. 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.
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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, 2021
During the year ended December 31, 2021, the Company paid dividends on its common stock to an annualized rate equal to $0.85 per share, or $0.2125 per share on a quarterly basis.
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.
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 was paid on April 15, 2021 and represented an accrual for more than a full quarter, covering the period from December 18, 2020 to March 31, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 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, 2021, 2020 and 2019. 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, 2021. The first such dividend will be paid in 2021.
Year Ended December 31,
202120202019
Return of capital94.8 %$0.81 90.3 %$0.63 90.2 %$0.99 
Ordinary dividend income5.2 %0.04 9.7 %0.07 9.8 %0.11 
Total100.0 %$0.85 100.0 %$0.70 100.0 %$1.10 
Stockholder Rights Plan
In April 2020 the Company announced that its board of directors approved a 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. 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 the Class A common stock. In February 2021, the expiration date of these rights was extended to April 12, 2024 unless earlier exercised, exchanged, amended, redeemed or terminated.
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, 2021 and 2020. See Note 12 — Equity Based Compensation - Multi-Year Outperformance Agreement for more information regarding the LTIP Units and related accounting.
On May 4, 2021, the Company’s independent directors, authorized the issuance of a new award of LTIP Units pursuant to the 2021 OPP to the Advisor after the performance period under the 2018 OPP expired on July 19, 2021. Accordingly, these new LTIPs are reflected in non-controlling interest on the Company’s balance sheet or statement of equity as of September 30, 2021. For additional information, see Note 13 — Equity-Based Compensation relating to the accounting impacts of (i) the end of the performance period under the 2018 OPP and the forfeiture of all LTIP Units awarded thereunder, and (ii) the beginning of the performance period under the 2021 OPP and the grant of an award of LTIP Units thereunder.

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As of December 31, 2021 and 2020, non-controlling interest is comprised of the following components:
December 31,
(In thousands)20212020
Non-controlling interest attributable to LTIP Units$8,368 $28,317 
Non-controlling interest attributable to Class A Units2,056 2,205 
   Total non-controlling interest$10,424 $30,522 
Following the end of the performance period under the 2018 OPP on July 19, 2021, the compensation committee of the board of directors of the Company determined that none of the 4,496,796 of the LTIP Units subject to the 2018 OPP had been earned, and these LTIP Units were thus automatically forfeited. On that date, the Company reclassified $34.8 million of amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its consolidated balance sheet and consolidated statement of changes in equity.
Note 10 — 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 16.0 years to 33.7 years as of December 31, 2021. 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, 2021, the Company’s balance sheet includes operating lease right-of-use assets and operating lease liabilities of $18.2 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 in 2019 as well as for new operating leases entered into after adoption, 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 did not enter into any additional ground leases during the year ended December 31, 2021.
The Company’s operating ground leases have a weighted-average remaining lease term, including assumed renewals, of 27.0 years and a weighted-average discount rate of 7.5% as of December 31, 2021. For the years ended December 31, 2021, 2020 and 2019, the Company paid cash of $1.5 million, $1.5 million and $1.5 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $1.8 million, $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 Company’s consolidated statements of operations and comprehensive income (loss).
The following table reflects the base cash rental payments due from the Company as of December 31, 2021:
(In thousands)Future Base Rent Payments
2022$1,532 
20231,549 
20241,560 
20251,598 
20261,628 
Thereafter42,730 
Total lease payments50,597 
Less: Effects of discounting(31,402)
Total present value of lease payments$19,195 
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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 with the Advisor (the “Advisory Agreement”) (or severable portions thereof) which became effective when the Merger became effective, and a declaratory judgment that certain provisions of the 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 of 1933, as amended (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
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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 the St. Clair-Hibbard 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. On December 20, 2021, the Court denied plaintiffs’ motion to amend and dismissed the litigation. On January 26, 2022, plaintiffs filed a notice of appeal from the Court’s decision.
There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company.
During the years ended December 31, 2021, 2020 and 2019, the Company incurred legal costs related to the above litigation of approximately $49,000, $0.8 million and $1.3 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. There were no such reimbursements recorded thereafter. The Policies were subject to other claims that have priority over the Company’s claim for reimbursement, and have been exhausted.
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 11 — 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 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
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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 Amendment
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). For additional information, see the “Asset Management Fees and Variable Management/Incentive Fees” section below.
2021 Advisory Agreement Amendment
On January 13, 2021, the Company entered into Amendment No. 4 to the Advisory Agreement with the Advisor to extend the expiration of the modified quarterly thresholds established by Amendment No. 3 to the Advisory Agreement. The Company must reach these thresholds 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 ended December 31, 2021. For additional information, see the “Asset Management Fees and Variable Management/Incentive Fees” section below.
In-Sourced Expenses
The Advisor is reimbursed for costs it incurs in providing investment-related services, or “in-sourced expenses.” These in-sourced 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, 2021.
The Company incurred $0.1 million, $0.2 million and $0.2 million of acquisition expenses and related cost reimbursements for the years ended December 31, 2021, 2020 and 2019, respectively.
Asset Management Fees and Variable Management Fees
The Company pays the Advisor a base management fee, which includes a fixed and variable portion, and, if certain performance thresholds are met, an incentive management fee. Under the Advisory Agreement, the fixed portion of the base management fee increased from (i) $22.5 million annually for the period from February 17, 2018 until February 16, 2019; and (ii) $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 $32.8 million, $27.8 million and $25.7 million for the years ended December 31, 2021, 2020 and 2019, respectively, in base management fees (including both the fixed and variable portion) and incentive management fees.
In addition, under the Advisory Agreement, the Company is required to pay the Advisor an incentive management fee. Subsequent 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
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$0.275 per share plus (y) 10.0% of the applicable quarter’s Core Earnings per share in excess of $0.3125 per share, in each case as adjusted for changes in the number of shares of common stock outstanding. 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 ended 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 incentive 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 incentive 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 $3.0 million in incentive management fees during the year ended December 31, 2021 and recorded $0.1 million in incentive management fees during the years ended December 31, 2020 and 2019.
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 Net Lease Mortgage Notes, Issuers have entered into the Property Management and Servicing Agreement (as amended from time to time, the “ABS Property Management Agreement”), with the Property Manager, KeyBank National Association (“Key Bank”) , as back-up property manager, and Citibank, N.A. as indenture trustee. See Note 4 — Mortgage Notes Payable, Net for additional information regarding the Notes.
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 anchored, 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.
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 15.0% 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 6.0% 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.
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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, 2022, 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 Issuers are required to reimburse any of these payments or advances.
Pursuant to the ABS Property Management Agreement, as amended and restated in connection with the issuance of the 2021 Net Lease Mortgage Notes in June 2021, for all properties that are not specially serviced, the Issuers are required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25%, and (ii) the lower of (a) the aggregate allocated loan amounts and (b) the aggregate collateral value of the properties that are a part of the collateral pool. Prior to the amendment and restatement of the ABS Property Management Agreement, for all properties that were not specially serviced, the Issuers were 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. With respect to the specially serviced properties, the Property Manager is entitled to receive a workout fee or liquidation fee under certain circumstances based on 0.50% of applicable amounts recovered, as well as a monthly fee equal to one-twelfth of 0.75%, and (ii) the lower of (a) the aggregate allocated loan amounts and (b) the aggregate collateral value of all the specially serviced properties that are part of the collateral pool. Prior to the amendment and restatement of the ABS Property Management Agreement, the monthly fee for specially serviced properties was 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 that 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
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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 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 as part of Professional fees and other reimbursements in the table below and as part of general and administrative expense in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2021, 2020 and 2019, the Company incurred $6.8 million (net of the $1.4 million change in estimate for the 2020 bonus awards), $7.5 million (net of the $1.4 million change in estimate for the 2019 bonus awards, discussed below) and $9.8 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, to the Advisory Agreement, 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%.
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 reinvesting 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 reduced assets of the Company.
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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 13 — 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 was paid back to the Company over a 10-month period from January 2021 through October 2021.
During the second quarter of 2021, the Advisor finalized the amounts and form of the 2020 bonuses previously estimated to be paid to the 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 “2020 Bonus Awards”). The 2020 Bonus Awards are paid by the Advisor over an eleven-month period from June 2021 to April 2022. The final amounts awarded exceeded the amounts previously paid by the Company to the Advisor for estimated 2020 bonuses by approximately $1.4 million for the following reasons (i) forfeitures of bonuses related to employees of the Advisor or its affiliates who were terminated or resigned prior to payment (including the Company’s former chief financial officer), (ii) payment of a portion of bonuses in the form of restricted shares (which is recorded as equity-based compensation expense) and (iii) a general reduction in final bonuses for remaining personnel of the Advisor or its affiliates due to on-going negative impacts of the COVID-19 pandemic. As a result, during the second quarter of 2021, the Company recorded a receivable from the Advisor of $1.4 million, which is recorded in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction in general and administrative expenses. The Advisor paid the $1.4 million receivable to the Company in August 2021.
Reimbursements for the cash portion of 2020 and 2021 bonuses to employees of the Advisor or its affiliates continue were expensed and reimbursed on a monthly basis during 2020 and 2021 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 former arrangements with Lincoln:
Year Ended December 31,Payable (Receivable) as of December 31,
(In thousands)20212020201920212020
One-time fees and reimbursements:
Acquisition related cost reimbursements [1]
$74 $201 $241 $32 $96 
Vesting and conversion of Class B Units
— — — — — 
Ongoing fees:
Asset management fees to related party 32,804 27,829 25,695 — 177 
Property management and leasing fees [2]
8,596 6,604 9,921 901 — 
Professional fees and other reimbursements [3]
10,013 10,539 9,732 83 (77)
Professional fee credit due from Advisor and its affiliates [5]
(1,444)(1,862)— — 
[4]
(1,862)
[4]
Total related party operation fees and reimbursements
$50,043 $43,311 $45,589 $1,016 $(1,666)
__________
[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
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December 31, 2021
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]Included in this receivable from the Advisor as of December 31, 2020 is $1.4 million that relates to overpayment of the 2019 Bonus Awards. During the year ended December 31, 2021, the entire amount was received from the Advisor relating to the overpayment of the 2019 Bonus Awards and a $0.5 million receivable relating to the overpayment of invoices for a shared service was received. In addition, the Company was reimbursed for the $1.4 million related to the 2020 Bonus Awards in August 2021.
[5]Included in general and administrative expenses. For the year ended December 31, 2021, amount relates to the overpayment of the 2020 Bonus Awards. For the year ended December 31, 2020, $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.
Note 12 — 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 13 — 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
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December 31, 2021
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. However, during the years ended December 31, 2021 and 2020, the Company granted 278,278 and 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 remainder of the restricted shares granted during the years ended December 31, 2021 and 2020 were granted to the Company’s directors. No awards may be made to anyone who is also a partner, member or equity owner of the parent of the Advisor.
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.
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December 31, 2021
The following table reflects the number of restricted shares granted, vested, or forfeited for the years ended December 31, 2021, 2020 and 2019:
 Number of Shares of Common StockWeighted-Average Issue Price
Unvested, December 31, 2018136,234 $16.51 
Granted34,588 9.83 
Vested(59,401)16.36 
Forfeited— — 
Unvested, December 31, 2019111,421 14.52 
Granted361,943 6.80 
Vested(72,492)14.13 
Forfeited— — 
Unvested, December 31, 2020400,872 7.62 
Granted313,474 9.84 
Vested(266,427)9.27 
Forfeited(25,050)6.97 
Unvested, December 31, 2021422,869 8.26 
As of December 31, 2021, the Company had $2.9 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 is included in general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss. Compensation expense related to restricted shares was approximately $2.4 million, $1.2 million and $1.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. The higher expense recorded in the year ended December 31, 2021 was due to the accelerated vesting of restricted shares previously awarded to the Company’s former chief financial officer, as well as expense from an additional grant of restricted shares awarded to the Company’s former chief financial officer in February 2021 (see additional discussion below).
On February 26, 2021, the Company’s board of directors approved an amendment to the award agreement for 69,875 restricted shares previously awarded to the Company’s former chief financial officer. These restricted shares had been scheduled to vest in 25% increments on each of the first four anniversaries of the grant date (September 15, 2020), however, in accordance with the amendment, these shares fully vested upon the effectiveness of the resignation of the Company’s former chief financial officer on April 9, 2021. This was treated as a modification of the award of these restricted shares and, in addition to accelerating the original expense, the Company was also required to calculate excess of the new value of those awards on the date of modification over the fair value of the awards immediately prior to the amendment and record such excess as expense through April 9, 2021. In addition, also on February 26, 2021, the Company’s board of directors granted the Company’s former chief financial officer an additional award of 52,778 restricted shares that also fully vested on upon the effectiveness of her resignation on April 9, 2021. The acceleration of vesting of the prior grant and the new grant resulted in approximately $1.1 million of increased equity-based compensation expense recorded during the year ended December 31, 2021.
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, 2021, 2020 and 2019.
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December 31, 2021
Multi-Year Outperformance Agreement
2021 OPP
On May 4, 2021, the Company’s independent directors, authorized an award of LTIP Units under the 2021 OPP after the performance period under the 2018 OPP expired on July 19, 2021, and, on July 21, 2021, the Company, the OP and the Advisor entered into the 2021 OPP (see below for additional information on the 2018 OPP, including information on the LTIP Units granted and earned thereunder).
On July 21, 2021, the Company and the Advisor entered into the 2021 OPP. Based on a maximum award value of $72.0 million and the initial share price of $8.4419, which was determined on July 20, 2021, the Advisor was granted a total of 8,528,885 LTIP Units pursuant to the 2021 OPP. These LTIP Units may be earned and become vested based on the Company’s total shareholder return (“TSR”), including both share price appreciation and reinvestment of Class A common stock dividends, compared to the initial share price over a performance period that commenced on July 20, 2021 and ending on the earliest of (i) July 20, 2024, (ii) the effective date of any Change of Control (as defined in the Advisor Plan) and (iii) the effective date of any termination of the Advisor’s services as the Company’s advisor.
The amortization of the fair value of the LTIP Units that were granted will be recorded evenly over the requisite service period which is approximately 38.5 months from May 4, 2021, the date that the Company’s independent board of directors approved the award of LTIP Units under the 2021 OPP, through July 20, 2024, the end of the performance period.
The Company recorded $1.9 million in additional equity-based compensation expense during the year ended December 31, 2021 which represented the pro rata share of the 2021 OPP’s service period from May 4, 2021 (date of grant) to July 20, 2024 (end of the performance period). As of July 20, 2021, the initial share price and the number of LTIP Units to be granted under the 2021 OPP became known and the fair value of the award as of July 20, 2021 was determined to be $40.8 million. As a result, the award of LTIP Units under the 2021 OPP was reclassified as an equity award on July 20, 2021, with any change in value and cumulative effect thereof, reflected income and equity statements on that date.
2018 OPP
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 $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 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 was 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 was expensed over the period from March 4, 2019, the date the Company’s compensation committee approved the amendment, through July 19, 2021.
The LTIP Units issued pursuant to the 2018 OPP could potentially have been earned by the Advisor based on the Company’s achievement of threshold, target and maximum performance goals based on the Company’s absolute and relative TSR over a three-year performance period that ended on July 19, 2021. Prior to the issuance of LTIP Units pursuant to the 2021 OPP, the compensation committee of the board of directors of the Company determined that none of the 4,496,796 LTIP Units subject to the 2018 OPP had been earned under either the absolute or relative thresholds. These LTIP Units were thus automatically forfeited effective as of July 19, 2021, without the payment of any consideration by the Company or the OP. On that date, the Company reclassified amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its consolidated balance sheet and consolidated statement of equity.
Compensation Expense - 2021 OPP and 2018 OPP
During the years ended December 31, 2021 2020 and 2019, the Company recorded share-based compensation expense related to the LTIP Units of $14.9 million and $11.9 million and $11.6 million, respectively, which is recorded in equity-based compensation in the consolidated statements of operations and comprehensive loss. As of December 31, 2021, the Company had $32.4 million of unrecognized compensation expense related to the LTIP Units which is expected to be recognized over a period of 2.6 years.
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December 31, 2021
LTIP Units Distributions/Redemptions
The rights of the Advisor as the holder of the LTIP Units are governed by the terms of the LTIP Units set forth in the agreement of limited partnership of the OP. Holders of LTIP Units are 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. Distributions paid on a Class A Unit are equal to dividends paid on a share of Class A common stock. Distributions paid on LTIP Units are not subject to forfeiture, even if the LTIP Units are ultimately forfeited. The Advisor is entitled to a priority catch-up distribution on each earned LTIP Unit equal to 90% of the aggregate distributions paid on Class A Units during the applicable performance period. Any LTIP Units that are earned become entitled to receive the same distributions paid on Class A Units. If and when the Advisor’s capital account with respect to an earned LTIP Unit is equal to the capital account balance of a Class A Unit, the Advisor, as the holder of the earned LTIP Unit, in its sole discretion, is 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.
The Company paid distributions on LTIP Units of $0.5 million, $0.4 million and $0.5 million for the years ended December 31, 2021 2020 and 2019, respectively. These amounts are recorded in the Company’s consolidated statements of changes in equity.
Performance Measures
As indicated above, on July 19, 2021, at the end of the performance period, the compensation committee of the Company’s board of directors determined that none of the 4,496,796 LTIP Units under the 2018 OPP had been earned. These LTIP Units were thus automatically forfeited effective as of July 19, 2021, without the payment of any consideration by the Company or the OP.
With respect to one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the Company’s achievement of absolute TSR levels as shown in the table below.
Performance Level    Absolute TSR  Percentage of LTIP Units EarnedNumber of LTIP Units Earned
Below Threshold  Less than 18 %%0.00 
Threshold18 %25 %1,066,110.63 
Target 24 %50 %2,132,221.25 
Maximum 36 %or higher100 %4,264,442.50 
If the Company’s absolute TSR is more than 18% but less than 24%, or more than 24% but less than 36%, the number of LTIP Units that become earned is determined using linear interpolation as between those tiers, respectively.
With respect to the remaining one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period relative to the average TSR of a peer group(consisting of Broadstone Net Lease, Inc., Office Properties Income Trust, RPT Realty and Spirit Realty Capital, Inc. as of the last day of the performance period as follows:
Performance Level   Relative TSR Excess  Percentage of Relative TSR LTIP Units EarnedNumber of LTIP Units Earned
Below Threshold  Less than -600 basis points%0.000 
Threshold-600 basis points25 %1,066,110.625 
Target — basis points50 %2,132,221.250 
Maximum +600 basis points100 %4,264,442.500 
If the relative TSR excess is more than -600 basis points but less than zero basis points, or more than zero basis points but less than +600 basis points, the number of LTIP Units that become earned is determined using linear interpolation as between those tiers, respectively.
Other Terms
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In the case of a Change of Control or a termination of the Advisor without Cause (as defined in the Advisory Agreement), the number of LTIP Units that become 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 prorated to reflect a performance period of less than three years but without prorating the number of LTIP Units that may become earned to reflect the shortened performance period.
In the case of a termination of the Advisor for Cause, the number of LTIP Units that become earned will 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 and the number of LTIP Units that may become earned each prorated to reflect a performance period of less than three years.
Pursuant to the terms of the Advisor Plan, the LTIP Units will be administered by the Company’s board or a committee thereof, defined as the “Committee” in the Advisor Plan. Promptly following the performance period, the Committee will, except in certain circumstances, determine the number of LTIP Units earned (if any) based on calculations prepared by an independent consultant engaged by the Committee and as approved by the Committee in its reasonable and good faith discretion. The Committee also must approve the transfer of any LTIP Units or any Class A Units into which LTIP Units may be converted in accordance with the terms of the agreement of limited partnership of the OP. Any LTIP Units that are not earned will automatically be forfeited effective as of the end of the performance period and neither the Company nor the OP will be required to pay any future consideration in respect thereof.
Director Compensation
Under the current 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.
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, 2021, 2020 and 2019.
Note 14 — Net Loss Per Share
The following table sets forth the basic and diluted net loss per share computations:
Year Ended December 31,
(In thousands, except share and per share amounts)202120202019
Net loss attributable to common stockholders $(63,441)$(46,650)$(3,101)
Adjustments to net loss for common share equivalents(1,037)(613)(792)
      Adjusted net loss attributable to common stockholders $(64,478)$(47,263)$(3,893)
Weighted average shares outstanding — Basic and Diluted115,404,635 108,404,093 106,397,296 
Net loss per share attributable to common stockholders — Basic and Diluted$(0.56)$(0.44)$(0.04)
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
Under current authoritative guidance for determining earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted shares, Class A Units and unearned LTIP Units contain rights to receive distributions considered to be non-forfeitable, except in certain limited circumstances, and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above adjusts net loss to exclude the distributions to the unvested restricted shares, Class A Units and the unearned LTIP Units that were issued under the 2021 OPP and 2018 OPP from the numerator.
Diluted net income per share assumes the conversion of all Common Stock share equivalents into an equivalent number of shares of Common Stock, unless the effect is anti-dilutive. The Company considers unvested restricted shares, Class A Units and unvested LTIP Units to be common share equivalents. The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share as their effect would have been antidilutive for the periods presented:
December 31,
202120202019
Unvested restricted shares [1]
423,096 199,325 128,959 
Class A Units [2]
172,921 172,921 172,921 
2018 LTIP Units [3]
2,463,998 4,496,796 4,496,796 
2021 LTIP Units [3]
3,855,523 — — 
Total 6,915,538 4,869,042 4,798,676 
__________
[1]Weighted-average number of shares of unvested restricted shares outstanding for the periods presented. There were 422,869, 400,872 and 111,421 unvested restricted shares outstanding as of December 31, 2021, 2020 and 2019, 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, 2021, 2020 and 2019.
[3]Weighted-average number of 2018 and 2021 LTIP Units outstanding for the periods presented. There were 8,528,885 2021 LTIP Units outstanding as of December 31, 2021 and 4,496,796 2018 LTIP Units outstanding as of December 31, 2020 and 2019.

If dilutive, conditionally issuable shares relating to the 2021 OPP award and 2018 OPP award (see Note 13 — Equity-Based Compensation for additional information) would be included, as applicable, in the computation of fully diluted EPS on a weighted-average basis for the years ended December 31, 2021, 2020 and 2019 based on shares that would be issued if the applicable balance sheet date was the end of the measurement period. No LTIP Unit share equivalents were included in the computation for the years ended December 31, 2021, 2020 and 2019 because (i) 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 2021 OPP and 2018 OPP) at December 31, 2021, 2020 and 2019 or (ii) the Company recorded a net loss to common stockholders for all periods presented, any shares conditionally issuable under the LTIPs would be anti-dilutive.
Note 15 – Segment Reporting
As of December 31, 2021, as a result of the CIM Portfolio Acquisition and the related strategic shift in the Company’s operations, the Company has concluded it now operates in two reportable segments consistent with its current management internal financial reporting purposes: single-tenant properties and multi-tenant properties. The Company will evaluate performance and makes resource allocations based on its two business segments.
Previously, before the CIM Portfolio Acquisition (for which the PSA was signed on December 17, 2021), the Company concluded it was operating in one segment. Upon concluding that a change in its reporting segments has occurred, the Company retroactively restates the historical operating results for the segment for all periods presented in that filing and, thereafter, the Company will restate other later prior periods when they are subsequently reported in later filings for comparative purposes.
Net Operating Income
The Company evaluates the performance of the combined properties in each segment based on net operating income (“NOI”). NOI is defined as total revenues from tenants, 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). The Company uses NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. The
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
Company believes that NOI is useful 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).
NOI excludes certain components from 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 and is often incurred at the corporate level. 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 the Company may not be comparable to NOI reported by other REITs that define NOI differently. The Company believes that in order to facilitate a clear understanding of the Company’s operating results, NOI should be compared with net income (loss) prepared in accordance with GAAP and as presented in the Company’s consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of the Company’s performance or to cash flows as a measure of the Company’s liquidity or ability to pay distributions.
The following tables reconcile the segment activity to consolidated net loss for the years ended 2021, 2020 and 2019:
Year Ended December 31, 2021
(In thousands)Single-Tenant PropertiesMulti-Tenant PropertiesConsolidated
Revenue from tenants$218,944 $116,212 $335,156 
Property operating expense12,005 43,426 55,431 
NOI$206,939 $72,786 279,725 
Asset management fees to related party(32,804)
Impairment of real estate investments(33,261)
Acquisition, transaction and other costs(4,378)
Equity-based compensation(17,264)
General and administrative(20,856)
Depreciation and amortization(130,464)
Gain on sale/exchange of real estate investments4,757 
Interest expense(81,784)
Other income91 
Net loss attributable to non-controlling interests
Allocation for preferred stock(23,262)
Net loss attributable to common stockholders$(63,441)

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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
Year Ended December 31, 2020
(In thousands)Single-Tenant PropertiesMulti-Tenant PropertiesConsolidated
Revenue from tenants$191,862 $113,362 $305,224 
Property operating expense10,187 42,109 52,296 
NOI$181,675 $71,253 252,928 
Asset management fees to related party(27,829)
Impairment of real estate investments(12,910)
Acquisition, transaction and other costs(2,921)
Equity-based compensation(13,036)
General and administrative(19,683)
Depreciation and amortization(137,459)
Gain on sale/exchange of real estate investments6,456 
Interest expense(78,467)
Other income1,024 
Loss on non-designated derivatives(9)
Net loss attributable to non-controlling interests44 
Allocation for preferred stock(14,788)
Net loss attributable to common stockholders$(46,650)

Year Ended December 31, 2019
(In thousands)Single-Tenant PropertiesMulti-Tenant PropertiesConsolidated
Revenue from tenants$169,206 $130,538 $299,744 
Property operating expense6,796 45,919 52,715 
NOI$162,410 $84,619 247,029 
Asset management fees to related party(25,695)
Impairment of real estate investments(827)
Acquisition, transaction and other costs(6,257)
Equity-based compensation(12,717)
General and administrative(20,375)
Depreciation and amortization(124,713)
Goodwill impairment(1,605)
Gain on sale/exchange of real estate investments23,690 
Interest expense(77,994)
Other income3,627 
Net income attributable to non-controlling interests(16)
Allocation for preferred stock(7,248)
Net loss attributable to common stockholders$(3,101)


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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
The following table reconciles the segment activity to consolidated total assets as of the periods presented:
December 31,
(In thousands)20212020
ASSETS
Investments in real estate, net:
Single-tenant properties$1,973,743 $2,106,868 
Multi-tenant properties1,233,030 1,261,834 
Total investments in real estate, net3,206,773 3,368,702 
Cash and cash equivalents214,853 102,860 
Restricted cash21,996 10,537 
Deposits for real estate investments41,928 137 
Deferred costs, net25,587 16,663 
Straight-line rent receivable70,789 66,581 
Operating lease right-of-use assets18,194 18,546 
Prepaid expenses and other assets26,877 23,941 
Assets held for sale187,213 — 
Total assets$3,814,210 $3,607,967 

The following table reconciles capital expenditures by reportable business segment, excluding corporate non-real estate expenditures, for the periods presented:
Year Ended December 31,
(In thousands)202120202019
Single-tenant properties$2,179 $508 $396 
Multi-tenant properties12,781 10,246 13,611 
Total capital expenditures$14,960 $10,754 $14,007 

Note 16 — 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:
CIM Portfolio Acquisition
On December 17, 2021, the Company signed a purchase and sale agreement (“PSA”) to acquire 79 multi-tenant retail centers and two single-tenant properties for $1.3 billion (the “CIM Portfolio Acquisition”). The Company has determined that the CIM Portfolio Acquisition will be accounted for as an asset acquisition.
The Company expects to fund the CIM Portfolio Acquisition through a combination, to be determined at each closing, of cash, which includes the net proceeds from the approximately $260.7 million sale of its Sanofi asset, borrowings under its Credit Facility, as well as debt currently encumbering certain of the properties that it will assume, and the issuance of up to $53.4 million in value of Class A common stock or OP Units to the sellers. The number of shares or units to be issued at the applicable closing (limited to 4.9% of the Company’s outstanding Class A Common Stock at the time on a fully diluted basis) will be based on the value of the shares or units that may be issued at such closing divided by the per share volume weighted average price of the Company’s Class A Common Stock measured over a five consecutive trading day period immediately preceding (but not including) the date on which the written notice indicating the Sellers’ election to receive shares or units is delivered to the Company (the price to be limited by a 7.5% collar in either direction from the per share volume weighted
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THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
average price of the Company’s Class A Common Stock measured over the ten consecutive trading day period immediately preceding (but not including) the effective date of the PSA, which was $8.34 per share). Further, the number of shares of the Class A Common Stock or OP Units, as applicable, that may be issued at the closing of the first tranche were not to exceed approximately $26.7 million in value, with the remainder to be issued in a form to be determined by the sellers at the closing of the remaining tranches.
On February 11, 2022, the first tranche of the CIM Portfolio Acquisition closed, which included the acquisition of 44 multi-tenant retail centers located across 17 states and aggregating approximately 4.5 million square feet. The Company funded the closing of the first tranche with cash of $350.7 million, which included the net proceeds from the approximately $260.7 million sale of its Sanofi asset and remaining proceeds from its Senior Notes issuance, borrowings under the Credit Facility of $170.0 million and the issuance of 3,264,693 shares of its Class A common stock for consideration of $26.7 million, which were issued at a price of $8.18 per share.
The Company currently expects to close on all the remaining properties in successive tranches by the end of March 2022. The Company expects to fund the remaining closings with additional borrowings under the Credit Facility of approximately $320.0 million, assumed mortgages of $348.7 million, the issuance of $26.7 million of its Class A common stock, the application of the Company’s security deposit of $40.0 million and the remainder with cash on hand.
Sanofi Disposition
On January 6, 2022, the Company sold its Sanofi property in Bridgewater, NJ for a contract sales price of $260.7 million. This property was classified as held-for-sale on the Company’s consolidated balance sheet as of December 31, 2021. The Sanofi property represented a concentration of over 5% of the Company’s total annualized straight-line rent for the year ended December 31, 2021 as well as the majority of the Company’s annualized straight-line rent derived from the state of New Jersey, which was a state with a concentration of over 5% of the Company’s total annualized straight-line rent for the year ended December 31, 2021. The Sanofi property was pledged to the unencumbered asset pool comprising the borrowing base of the Credit Facility as of December 31, 2021.
Other Acquisitions
Subsequent to December 31, 2021, excluding the CIM Portfolio Acquisition, the Company acquired three properties for an aggregate contract purchase price of $40.9 million.
Other Dispositions
Subsequent to December 31, 2021, excluding the Sanofi disposition described above, the Company sold five properties with an aggregate contract sale price of $4.6 million.
Name Change
On February 10, 2022, the Company changed its name to “The Necessity Retail REIT, Inc.”
Column Financial Mortgage Note Repayment
In January 2022, the Company repaid $7.9 million of amounts outstanding under its Column Financial Mortgage Note after disposing of two properties formerly encumbered by the mortgage in December 2021.
ATM Program — Common Stock
Subsequent to December 31, 2021, the Company sold 2,761,711 shares of its Class A common stock through its Class A Common Stock ATM Program for gross proceeds of $24.9 million.
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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Dollar General IRetailMissionTX4/29/2013$— (1)$142 $807 $— $— $949 $310 
Dollar General IRetailSullivanMO5/3/2013— (1)146 825 — — 971 317 
Walgreens IRetailPine BluffAR7/8/2013— (6)159 3,016 — — 3,175 1,221 
Dollar General IIRetailBogalusaLA7/12/2013— (1)107 965 — 1,073 367 
Dollar General IIRetailDonaldsonvilleLA7/12/2013— (1)97 871 — — 968 330 
AutoZone IRetailCut OffLA7/16/2013— (1)67 1,282 — — 1,349 483 
Dollar General IIIRetailAthensMI7/16/2013— (1)48 907 — — 955 342 
Dollar General IIIRetailFowlerMI7/16/2013— (1)49 940 — — 989 355 
Dollar General IIIRetailHudsonMI7/16/2013— (1)102 922 — — 1,024 348 
Dollar General IIIRetailMuskegonMI7/16/2013— (1)49 939 — — 988 354 
Dollar General IIIRetailReeseMI7/16/2013— (1)150 848 — — 998 320 
BSFS IRetailFort MyersFL7/18/2013— (1)1,215 1,822 — — 3,037 753 
Dollar General IVRetailBainbridgeGA7/29/2013— (1)233 700 — — 933 264 
Dollar General IVRetailVanleerTN7/29/2013— (1)78 705 — — 783 266 
Tractor Supply IRetailVernonCT8/1/2013— (1)358 3,220 — — 3,578 1,138 
Dollar General VRetailMerauxLA8/2/2013— (1)708 1,315 — — 2,023 496 
Mattress Firm IRetailTallahasseeFL8/7/2013— (7)1,015 1,241 — — 2,256 468 
Family Dollar IRetailButlerKY8/12/2013— (1)126 711 — — 837 268 
Lowe's I(13)RetailFayettevilleNC8/19/2013— (1)— 6,422 — — 6,422 2,311 
Lowe's I(13)RetailMaconGA8/19/2013— (1)— 8,420 — — 8,420 3,030 
Lowe's IRetailNew BernNC8/19/2013— (1)1,812 10,269 — — 12,081 3,695 
Lowe's IRetailRocky MountNC8/19/2013— (1)1,931 10,940 — — 12,871 3,937 
O'Reilly Auto Parts IRetailManitowocWI8/19/2013— (1)85 761 — — 846 285 
Food Lion IRetailCharlotteNC8/20/2013— (1)3,132 4,697 — — 7,829 1,641 
Family Dollar IIRetailDanvilleAR8/21/2013— (1)170 679 — — 849 254 
Lowe's I(13)RetailAikenSC8/22/2013— (1)1,764 7,056 — — 8,820 2,533 
Dollar General VIIRetailGasburgVA8/23/2013— (1)52 993 — — 1,045 372 
Dollar General VIRetailNatalbanyLA8/23/2013— (1)379 883 — — 1,262 331 
Walgreens II(13)RetailTuckerGA8/23/2013— (1)— 2,524 — — 2,524 1,010 
Family Dollar IIIRetailChallisID8/27/2013— (1)44 828 — — 872 310 
Chili's IRetailLake JacksonTX8/30/2013— (1)746 1,741 — — 2,487 789 
Chili's IRetailVictoriaTX8/30/2013— (1)813 1,897 — — 2,710 860 
CVS IRetailAnnistonAL8/30/2013— (1)472 1,887 — — 2,359 755 
Joe's Crab Shack IRetailWestminsterCO8/30/2013— (7)1,136 2,650 — — 3,786 1,202 
Tire Kingdom IRetailLake WalesFL9/4/2013— (1)556 1,296 — — 1,852 532 
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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
AutoZone IIRetailTempleGA9/6/2013— (1)569 854 — — 1,423 320 
Dollar General VIIIRetailStanleytownVA9/6/2013— (1)185 1,049 — — 1,234 393 
Family Dollar IVRetailOil CityLA9/9/2013— (1)76 685 — — 761 257 
Fresenius IRetailMontevalloAL9/12/2013— (1)300 1,699 — — 1,999 563 
Dollar General IXRetailMabelvaleAR9/13/2013— (1)38 723 — — 761 271 
Advance Auto IRetailAngolaIN9/19/2013— (1)35 671 — — 706 250 
Arby's IRetailHernandoMS9/19/2013— (1)624 1,455 — — 2,079 656 
CVS II(13)RetailHolyokeMA9/19/2013— (1)— 2,258 — — 2,258 897 
Walgreens IIIRetailLansingMI9/19/2013— (1)216 4,099 — — 4,315 1,630 
Walgreens IVRetailBeaumontTX9/20/2013— (1)499 1,995 — — 2,494 793 
AmeriCold IDistributionBelvidereIL9/24/2013— (1)2,170 17,843 — — 20,013 7,588 
AmeriCold IDistributionBrooklyn ParkMN9/24/2013— (1)1,590 11,940 — — 13,530 5,078 
AmeriCold IDistributionCartersvilleGA9/24/2013— (1)1,640 14,533 — — 16,173 6,180 
AmeriCold IDistributionDouglasGA9/24/2013— (1)750 7,076 — — 7,826 3,009 
AmeriCold IDistributionGaffneySC9/24/2013— (1)1,360 5,666 — — 7,026 2,409 
AmeriCold IDistributionGainesvilleGA9/24/2013— (1)1,580 13,838 — 15,426 5,884 
AmeriCold IDistributionPendergrassGA9/24/2013— (1)2,810 26,572 — — 29,382 11,300 
AmeriCold IDistributionPiedmontSC9/24/2013— (1)3,030 24,067 — — 27,097 10,235 
AmeriCold IDistributionZumbrotaMN9/24/2013— (1)2,440 18,152 — — 20,592 7,719 
Dollar General XRetailGreenwell SpringsLA9/24/2013— (1)114 1,029 — — 1,143 383 
Home Depot IDistributionBirminghamAL9/24/2013— (1)3,660 33,667 — — 37,327 11,983 
Home Depot IDistributionValdostaGA9/24/2013— (1)2,930 30,538 — — 33,468 10,870 
National Tire & Battery IRetailSan AntonioTX9/24/2013— 577 577 — — 1,154 235 
New Breed Logistics IDistributionHanahanSC9/24/2013— (1)2,940 19,171 — — 22,111 8,153 
Truist Bank IRetailAtlantaGA9/24/2013— (1)570 1,152 — — 1,722 412 
Truist Bank IRetailCaryNC9/24/2013— (1)370 841 (13)(214)984 109 
Truist Bank IRetailDoswellVA9/24/2013— (1)190 510 — — 700 182 
Truist Bank IRetailFort PierceFL9/24/2013— (1)720 1,434 (161)(248)1,745 480 
Truist Bank IRetailNashvilleTN9/24/2013— (1)190 666 — — 856 238 
Truist Bank IRetailNew MarketVA9/24/2013— (1)330 948 — — 1,278 339 
Truist Bank IRetailNew Smyrna BeachFL9/24/2013— (1)740 2,859 — — 3,599 1,022 
Truist Bank IRetailOak RidgeTN9/24/2013— (1)500 1,277 — 1,786 457 
Truist Bank IRetailOrlandoFL9/24/2013— (1)410 2,078 — — 2,488 743 
Truist Bank IRetailOrlandoFL9/24/2013— (1)540 3,069 — — 3,609 1,097 
Truist Bank IRetailSavannahTN9/24/2013— (1)390 1,179 — — 1,569 422 
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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Truist Bank IRetailStokesdaleNC9/24/2013— (1)230 581 — — 811 208 
Truist Bank IRetailSummerfieldNC9/24/2013— (1)210 605 — — 815 216 
Truist Bank IRetailThomsonGA9/24/2013— (1)480 1,015 — — 1,495 363 
Truist Bank IRetailVintonVA9/24/2013— (1)120 366 — — 486 131 
Truist Bank IRetailWashingtonDC9/24/2013— (1)590 2,366 — — 2,956 846 
Truist Bank IRetailWaycrossGA9/24/2013— (1)300 1,425 — — 1,725 509 
Truist Bank IRetailWaynesvilleNC9/24/2013— (1)200 874 — — 1,074 312 
Circle K IRetailAledoIL9/25/2013— (1)427 1,709 — — 2,136 636 
Circle K IRetailBedfordOH9/25/2013— (1)702 702 — — 1,404 261 
Circle K IRetailBloomingtonIL9/25/2013— (1)395 592 — — 987 221 
Circle K IRetailBloomingtonIL9/25/2013— (1)316 586 — — 902 218 
Circle K IRetailBurlingtonIA9/25/2013— (1)224 523 — — 747 195 
Circle K IRetailChampaignIL9/25/2013— (1)412 504 — — 916 188 
Circle K IRetailClintonIA9/25/2013— (1)334 779 — — 1,113 290 
Circle K IRetailGalesburgIL9/25/2013— (1)355 829 — — 1,184 309 
Circle K IRetailJacksonvilleIL9/25/2013— (1)316 474 — — 790 176 
Circle K IRetailJacksonvilleIL9/25/2013— (1)351 818 — — 1,169 305 
Circle K IRetailLafayetteIN9/25/2013— (1)401 746 — — 1,147 278 
Circle K IRetailMattoonIL9/25/2013— (1)608 1,129 — — 1,737 420 
Circle K IRetailMortonIL9/25/2013— (1)350 525 — — 875 195 
Circle K IRetailMuscatineIA9/25/2013— (1)274 821 — — 1,095 306 
Circle K IRetailParisIL9/25/2013— (1)429 797 — — 1,226 297 
Circle K IRetailStauntonIL9/25/2013— (1)467 1,867 — — 2,334 695 
Circle K IRetailStreetsboroOH9/25/2013— (1)540 540 — — 1,080 201 
Circle K IRetailVandaliaIL9/25/2013— (1)529 983 — — 1,512 366 
Circle K IRetailVirdenIL9/25/2013— (1)302 1,208 — — 1,510 450 
Walgreens VIRetailGilletteWY9/27/2013— (1)1,198 2,796 — — 3,994 1,111 
Walgreens VRetailOklahoma CityOK9/27/2013— (1)1,295 3,884 — — 5,179 1,544 
1st Constitution Bancorp IRetailHightstownNJ9/30/2013— (1)260 1,471 — — 1,731 526 
FedEx Ground IDistributionWatertownSD9/30/2013— (1)136 2,581 — — 2,717 1,097 
Krystal IRetailChattanoogaTN9/30/2013— (7)285 855 — — 1,140 386 
Krystal IRetailClevelandTN9/30/2013— (7)207 1,171 — — 1,378 528 
Krystal IRetailColumbusGA9/30/2013— (7)143 1,288 — — 1,431 581 
Krystal IRetailFt. OglethorpeGA9/30/2013— (7)181 1,024 — — 1,205 462 
Krystal IRetailJacksonvilleFL9/30/2013— (7)533 799 — — 1,332 360 
F-60

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
O'Charley's IRetailCarrolltonGA9/30/2013— (1)457 1,067 — — 1,524 481 
O'Charley's IRetailChampaignIL9/30/2013— (1)256 1,449 — — 1,705 654 
O'Charley's IRetailClarksvilleTN9/30/2013— (1)917 1,376 — — 2,293 620 
O'Charley's IRetailColumbusOH9/30/2013— (1)271 1,533 — — 1,804 691 
O'Charley's IRetailConyersGA9/30/2013— (1)373 2,113 — — 2,486 953 
O'Charley's IRetailCorydonIN9/30/2013— (1)260 1,473 — — 1,733 664 
O'Charley's IRetailDaphneAL9/30/2013— (1)142 1,275 — — 1,417 575 
O'Charley's IRetailFoleyAL9/30/2013— (1)264 1,495 — — 1,759 674 
O'Charley's IRetailGreenfieldIN9/30/2013— (1)507 1,184 — — 1,691 534 
O'Charley's IRetailGrove CityOH9/30/2013— (1)387 1,546 — — 1,933 697 
O'Charley's IRetailHattiesburgMS9/30/2013— (1)413 1,651 — 2,070 745 
O'Charley's IRetailLake CharlesLA9/30/2013— (1)1,118 1,367 — — 2,485 616 
O'Charley's IRetailMcdonoughGA9/30/2013— (1)335 1,898 — — 2,233 856 
O'Charley's IRetailMurfreesboroTN9/30/2013— (1)597 1,109 — — 1,706 500 
O'Charley's IRetailSalisburyNC9/30/2013— (1)439 1,024 — — 1,463 462 
O'Charley's IRetailSimpsonvilleSC9/30/2013— (1)349 1,395 — — 1,744 629 
O'Charley's IRetailSouthavenMS9/30/2013— (1)836 1,553 — — 2,389 700 
O'Charley's IRetailSpringfieldOH9/30/2013— (1)262 1,484 — — 1,746 669 
Walgreens VIIRetailAltonIL9/30/2013— (1)1,158 3,474 — — 4,632 1,381 
Walgreens VIIRetailFlorissantMO9/30/2013— (1)561 1,309 — — 1,870 520 
Walgreens VIIRetailFlorissantMO9/30/2013— (1)474 1,422 — — 1,896 565 
Walgreens VIIRetailMahometIL9/30/2013— (1)1,432 2,659 — — 4,091 1,057 
Walgreens VIIRetailMonroeMI9/30/2013— (1)1,149 2,680 — — 3,829 1,065 
Walgreens VIIRetailSpringfieldIL9/30/2013— (1)1,319 3,077 — — 4,396 1,223 
Walgreens VIIRetailSt LouisMO9/30/2013— (1)903 2,107 — — 3,010 838 
Walgreens VIIRetailWashingtonIL9/30/2013— (1)964 2,893 — — 3,857 1,150 
Tractor Supply IIRetailHoughtonMI10/3/2013— (1)204 1,158 — — 1,362 403 
National Tire & Battery II(13)RetailMundeleinIL10/4/2013— — 1,742 — — 1,742 709 
United Healthcare IOfficeHoward (Green Bay)WI10/7/2013— 3,805 47,565 (2,507)(34,885)13,978 — 
Tractor Supply IIIRetailHarlanKY10/16/2013— (1)248 2,232 — — 2,480 770 
F-61

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Mattress Firm IIRetailKnoxvilleTN10/18/2013— (1)189 754 — — 943 279 
Dollar General XIRetailGreenvilleMS10/23/2013— (1)192 769 — — 961 285 
Talecris Plasma Resources IOfficeEagle PassTX10/29/2013— (1)286 2,577 — — 2,863 842 
Amazon IOfficeWinchesterKY10/30/2013— (1)362 8,070 — 8,434 2,977 
Fresenius IIRetailMontclairNJ10/31/2013— (1)1,214 2,255 — 38 3,507 737 
Fresenius IIRetailSharon HillPA10/31/2013— (1)345 1,956 — — 2,301 639 
Dollar General XIIRetailLe CenterMN11/1/2013— (1)47 886 — — 933 328 
Advance Auto IIRetailBunnellFL11/7/2013— (1)92 1,741 — — 1,833 644 
Advance Auto IIRetailWashingtonGA11/7/2013— (1)55 1,042 — — 1,097 386 
Dollar General XIIIRetailVidorTX11/7/2013— (1)46 875 — — 921 324 
FedEx Ground IIDistributionLelandMS11/12/2013— (1)220 4,186 — — 4,406 1,767 
Burger King IRetailAlgonquinIL11/14/2013— (1)798 798 (142)— 1,454 311 
Burger King IRetailAntiochIL11/14/2013— (1)706 471 — — 1,177 183 
Burger King IRetailAustintownOH11/14/2013— (1)221 1,251 — — 1,472 487 
Burger King IRetailBeavercreekOH11/14/2013— (1)410 761 — — 1,171 296 
Burger King IRetailBethel ParkPA11/14/2013— (1)342 634 — — 976 247 
Burger King IRetailCelinaOH11/14/2013— (1)233 932 — — 1,165 363 
Burger King IRetailChardonOH11/14/2013— (1)332 497 — — 829 194 
Burger King IRetailChesterlandOH11/14/2013— (1)320 747 — — 1,067 291 
Burger King IRetailColumbianaOH11/14/2013— (1)581 871 — — 1,452 339 
Burger King IRetailCortlandOH11/14/2013— (1)118 1,063 — — 1,181 414 
Burger King IRetailCrystal LakeIL11/14/2013— (1)541 232 — — 773 90 
Burger King IRetailDaytonOH11/14/2013— (1)464 862 — — 1,326 335 
Burger King IRetailFairbornOH11/14/2013— (1)421 982 — — 1,403 382 
Burger King IRetailGirardOH11/14/2013— (1)421 1,264 — — 1,685 492 
Burger King IRetailGrayslakeIL11/14/2013— (1)582 476 — — 1,058 185 
Burger King IRetailGreenvilleOH11/14/2013— (1)248 993 — — 1,241 387 
Burger King IRetailGurneeIL11/14/2013— (1)931 931 — — 1,862 362 
Burger King IRetailMadisonOH11/14/2013— (1)282 845 — — 1,127 329 
Burger King IRetailMcHenryIL11/14/2013— (1)742 318 — — 1,060 124 
Burger King IRetailMentorOH11/14/2013— (1)196 786 — — 982 306 
Burger King IRetailNilesOH11/14/2013— (1)304 1,214 — — 1,518 473 
Burger King IRetailNorth FayettePA11/14/2013— (1)463 1,388 — — 1,851 540 
Burger King IRetailNorth RoyaltonOH11/14/2013— (1)156 886 — — 1,042 345 
F-62

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Burger King IRetailNorth VersaillesPA11/14/2013— (1)553 1,659 — — 2,212 646 
Burger King IRetailPainesvilleOH11/14/2013— (1)170 965 — — 1,135 376 
Burger King IRetailPolandOH11/14/2013— (1)212 847 — — 1,059 330 
Burger King IRetailRavennaOH11/14/2013— (1)391 1,172 — — 1,563 456 
Burger King IRetailRound Lake BeachIL11/14/2013— (1)1,273 1,042 — — 2,315 406 
Burger King IRetailSalemOH11/14/2013— (1)352 1,408 — — 1,760 548 
Burger King IRetailTrotwoodOH11/14/2013— (1)266 798 — — 1,064 311 
Burger King IRetailTwinsburgOH11/14/2013— (1)458 850 — — 1,308 331 
Burger King IRetailVandaliaOH11/14/2013— (1)182 728 — — 910 284 
Burger King IRetailWarrenOH11/14/2013— (1)168 1,516 — — 1,684 590 
Burger King IRetailWarrenOH11/14/2013— (1)176 997 — — 1,173 388 
Burger King IRetailWaukeganIL11/14/2013— (1)611 611 — — 1,222 238 
Burger King IRetailWilloughbyOH11/14/2013— (1)394 920 — — 1,314 358 
Burger King IRetailWoodstockIL11/14/2013— (1)869 290 — — 1,159 113 
Burger King IRetailYoungstownOH11/14/2013— (1)147 1,324 — — 1,471 515 
Burger King IRetailYoungstownOH11/14/2013— (1)186 1,675 — — 1,861 652 
Burger King IRetailYoungstownOH11/14/2013— (1)370 1,481 — — 1,851 576 
Burger King IRetailYoungstownOH11/14/2013— (1)300 901 — — 1,201 351 
Dollar General XIVRetailFort SmithAR11/20/2013— (1)184 1,042 — — 1,226 383 
Dollar General XIVRetailHot SpringsAR11/20/2013— (1)287 862 — — 1,149 317 
Dollar General XIVRetailRoyalAR11/20/2013— (1)137 777 — — 914 286 
Dollar General XVRetailWilsonNY11/20/2013— (1)172 972 — — 1,144 357 
Mattress Firm IRetailMcDonoughGA11/22/2013— (7)185 1,663 — — 1,848 611 
FedEx Ground IIIDistributionBismarckND11/25/2013— (1)554 3,139 — — 3,693 1,315 
Dollar General XVIRetailLaFolletteTN11/27/2013— (1)43 824 — — 867 303 
Family Dollar VRetailCarrolltonMO11/27/2013— (1)37 713 752 262 
CVS IIIRetailDetroitMI12/10/2013— (7)447 2,533 — — 2,980 994 
Family Dollar VIRetailWaldenCO12/10/2013— (1)100 568 — — 668 209 
Mattress Firm IIIRetailValdostaGA12/17/2013— (7)169 1,522 — — 1,691 556 
Arby's IIRetailVirginiaMN12/23/2013— (1)117 1,056 — — 1,173 405 
Family Dollar VIRetailKremmlingCO12/23/2013— (1)194 778 — — 972 284 
SAAB Sensis IOfficeSyracuseNY12/23/2013— 2,516 12,570 — — 15,086 2,856 
Citizens Bank IRetailDoylestownPA12/27/2013— (1)588 1,373 — — 1,961 481 
Citizens Bank IRetailLansdalePA12/27/2013— (1)531 1,238 — — 1,769 434 
Citizens Bank IRetailLimaPA12/27/2013— (1)1,376 1,682 — — 3,058 590 
F-63

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Citizens Bank IRetailPhiladelphiaPA12/27/2013— (1)388 1,551 — — 1,939 544 
Citizens Bank IRetailPhiladelphiaPA12/27/2013— (1)412 2,337 — — 2,749 820 
Citizens Bank IRetailPhiladelphiaPA12/27/2013— (1)321 2,889 — — 3,210 1,013 
Citizens Bank IRetailPhiladelphiaPA12/27/2013— (1)473 2,680 — — 3,153 940 
Citizens Bank IRetailRichboroPA12/27/2013— (1)642 1,193 — — 1,835 418 
Citizens Bank IRetailWaynePA12/27/2013— (1)1,923 1,923 — — 3,846 674 
Truist Bank IIRetailArdenNC1/8/2014— (7)374 216 — — 590 60 
Truist Bank IIRetailBushnellFL1/8/2014— (7)385 1,216 — — 1,601 257 
Truist Bank IIRetailChattanoogaTN1/8/2014— (7)358 564 — — 922 133 
Truist Bank IIRetailChesapeakeVA1/8/2014— 490 695 (248)(437)500 — 
Truist Bank IIRetailDouglasvilleGA1/8/2014— (7)410 749 — — 1,159 177 
Truist Bank IIRetailDuluthGA1/8/2014— (7)1,081 2,111 — — 3,192 477 
Truist Bank IIRetailEast RidgeTN1/8/2014— (7)276 475 — — 751 126 
Truist Bank IIRetailLynchburgVA1/8/2014— (7)584 1,255 — — 1,839 295 
Truist Bank IIRetailMauldinSC1/8/2014— (7)542 704 — — 1,246 185 
Truist Bank IIRetailOkeechobeeFL1/8/2014— (7)339 1,569 — — 1,908 454 
Truist Bank IIRetailPanama CityFL1/8/2014— (7)484 1,075 — — 1,559 262 
Truist Bank IIRetailPlant CityFL1/8/2014— (7)499 1,139 — — 1,638 282 
Truist Bank IIRetailSalisburyNC1/8/2014— (7)264 293 — — 557 89 
Truist Bank IIRetailSeminoleFL1/8/2014— 1,329 3,486 (624)(2,042)2,149 — 
Mattress Firm IVRetailMeridianID1/10/2014— (7)691 1,193 — — 1,884 285 
Dollar General XIIRetailSunrise BeachMO1/15/2014— (1)105 795 — — 900 266 
FedEx Ground IVDistributionCouncil BluffsIA1/24/2014— (1)768 3,908 — — 4,676 992 
Mattress Firm VRetailFlorenceAL1/28/2014— (7)299 1,478 — 1,778 347 
Mattress Firm IRetailAikenSC2/5/2014— (7)426 1,029 — — 1,455 280 
Family Dollar VIIRetailBerniceLA2/7/2014— (1)51 527 — — 578 129 
Aaron's IRetailEriePA2/10/2014— (1)126 708 — — 834 158 
AutoZone IIIRetailCaroMI2/13/2014— (1)135 855 — — 990 197 
C&S Wholesale Grocer IDistributionHatfield (South)MA2/21/2014— (7)1,420 14,169 — — 15,589 2,894 
Advance Auto IIIRetailTauntonMA2/25/2014— (1)404 1,148 — — 1,552 242 
Family Dollar VIIIRetailDexterNM3/3/2014— (1)79 745 — — 824 204 
Family Dollar VIIIRetailHale CenterTX3/3/2014— (1)111 624 — — 735 172 
Family Dollar VIIIRetailPlainsTX3/3/2014— (1)100 624 — — 724 170 
Dollar General XVIIRetailTullosLA3/6/2014— (1)114 736 — — 850 174 
F-64

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Truist Bank IIIRetailAsheboroNC3/10/2014— (7)458 774 — — 1,232 188 
Truist Bank IIIRetailAthensGA3/10/2014— (6)427 472 — — 899 165 
Truist Bank IIIRetailAtlantaGA3/10/2014— (7)3,027 4,873 — — 7,900 1,014 
Truist Bank IIIRetailAtlantaGA3/10/2014— (6)4,422 1,559 — — 5,981 358 
Truist Bank IIIRetailAvondaleMD3/10/2014— (6)1,760 485 — — 2,245 115 
Truist Bank IIIRetailBrentwoodTN3/10/2014— (6)996 1,536 — — 2,532 347 
Truist Bank IIIRetailBrentwoodTN3/10/2014— (6)885 1,987 — — 2,872 442 
Truist Bank IIIRetailCasselberryFL3/10/2014— (7)609 2,443 — — 3,052 538 
Truist Bank IVRetailChambleeGA3/10/2014— (6)1,029 813 — — 1,842 199 
Truist Bank IIIRetailChattanoogaTN3/10/2014— (6)419 811 — — 1,230 179 
Truist Bank IIIRetailChattanoogaTN3/10/2014— (7)191 335 — — 526 76 
First Horizon BankRetailCollinsvilleVA3/10/2014— (6)215 555 — — 770 129 
Truist Bank IVRetailColumbusGA3/10/2014— (6)417 1,395 — 1,813 316 
Truist Bank IIIRetailConyersGA3/10/2014— (6)205 1,334 — — 1,539 291 
Truist Bank IVOfficeCreedmoorNC3/10/2014— (7)306 789 (128)(300)667 147 
Truist Bank IIIRetailDaytona BeachFL3/10/2014— (7)443 1,586 — — 2,029 380 
Truist Bank IIIRetailDunnNC3/10/2014— (6)384 616 — — 1,000 157 
First Horizon BankRetailDurhamNC3/10/2014— (6)284 506 — — 790 142 
First Horizon BankRetailDurhamNC3/10/2014— (6)488 742 — — 1,230 165 
Truist Bank IIIRetailFairfaxVA3/10/2014— (6)2,835 1,081 — — 3,916 238 
Truist Bank IIIRetailGainesvilleFL3/10/2014— (7)457 816 — — 1,273 203 
Truist Bank IIIRetailGainesvilleFL3/10/2014— (7)458 2,139 — — 2,597 469 
Truist Bank IIIRetailGreenvilleSC3/10/2014— (7)590 1,007 — — 1,597 247 
Truist Bank IIIRetailGreenvilleSC3/10/2014— (6)449 1,640 — — 2,089 464 
Truist Bank IIIRetailGreenvilleSC3/10/2014— (7)377 871 — — 1,248 201 
Truist Bank IIIRetailGreenvilleSC3/10/2014— (6)264 684 — — 948 160 
Truist Bank IIIRetailGulf BreezeFL3/10/2014— (7)1,092 1,569 — — 2,661 370 
Truist Bank IIIRetailHendersonvilleNC3/10/2014— (7)468 945 — — 1,413 218 
Truist Bank IIIRetailIndian Harbour BeachFL3/10/2014— (7)914 1,181 — — 2,095 380 
F-65

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Truist Bank IIIRetailInvernessFL3/10/2014— (7)867 2,559 — — 3,426 581 
Truist Bank IIIRetailJacksonvilleFL3/10/2014— (7)871 372 — — 1,243 102 
Truist Bank IIIRetailJacksonvilleFL3/10/2014— (7)366 1,136 — — 1,502 262 
Truist Bank IIIRetailLakelandFL3/10/2014— 927 1,594 — — 2,521 428 
Truist Bank IIIRetailLenoirNC3/10/2014— (7)1,021 3,980 — — 5,001 836 
Truist Bank IIIRetailLithoniaGA3/10/2014— (7)212 770 — — 982 177 
Truist Bank IIIRetailLutzFL3/10/2014— (7)438 1,477 — — 1,915 322 
Truist Bank IIIRetailMaconGA3/10/2014— (7)214 771 — — 985 198 
Truist Bank IVRetailMadisonGA3/10/2014— (7)304 612 — — 916 130 
Truist Bank IIIRetailMariettaGA3/10/2014— (6)2,168 1,169 — — 3,337 286 
Truist Bank IIIRetailMariettaGA3/10/2014— (7)1,087 2,056 — — 3,143 439 
Truist Bank IIIRetailMebaneNC3/10/2014— (7)500 887 — — 1,387 197 
Truist Bank IIIRetailMelbourneFL3/10/2014— (7)772 1,927 — — 2,699 437 
Truist Bank IIIRetailMelbourneFL3/10/2014— (7)788 1,888 — — 2,676 413 
Truist Bank IIIRetailMorristownTN3/10/2014— (6)214 444 — — 658 140 
Truist Bank IIIRetailMount DoraFL3/10/2014— (7)570 1,933 — — 2,503 422 
Truist Bank IIIRetailMurfreesboroTN3/10/2014— (6)451 847 — — 1,298 179 
Truist Bank IIIRetailNashvilleTN3/10/2014— (7)1,776 1,601 — — 3,377 410 
Truist Bank IVRetailOcalaFL3/10/2014— (6)581 1,091 — — 1,672 287 
Truist Bank IIIRetailOcalaFL3/10/2014— (6)347 1,336 — — 1,683 418 
First Horizon BankRetailOnancockVA3/10/2014— (6)829 1,300 — — 2,129 275 
Truist Bank IIIRetailOrlandoFL3/10/2014— (7)1,234 1,125 — — 2,359 267 
Truist Bank IIIRetailOrmond BeachFL3/10/2014— (7)873 2,235 — — 3,108 491 
Truist Bank IIIRetailOrmond BeachFL3/10/2014— (7)1,047 1,566 — — 2,613 380 
Truist Bank IIIRetailOrmond BeachFL3/10/2014— (7)854 1,385 — — 2,239 324 
Truist Bank IIIRetailOxfordNC3/10/2014— (6)530 1,727 — 2,258 368 
Truist Bank IIIRetailPeachtree CityGA3/10/2014— (6)887 2,242 — — 3,129 519 
First Horizon BankRetailPittsboroNC3/10/2014— (6)61 510 — — 571 103 
Truist Bank IIIRetailPompano BeachFL3/10/2014— (7)886 2,024 — — 2,910 440 
Truist Bank IIIRetailPort St. LucieFL3/10/2014— (7)913 1,772 — — 2,685 423 
Truist Bank IVRetailPrince FrederickMD3/10/2014— (6)2,431 940 — — 3,371 230 
Truist Bank IIIRetailRichmondVA3/10/2014— (6)153 313 — — 466 85 
Truist Bank IIIOfficeRichmondVA3/10/2014— (7)3,141 7,441 (804)2,231 12,009 2,448 
Truist Bank IIIRetailRichmondVA3/10/2014— (6)233 214 — — 447 59 
Truist Bank IIIRetailRoanokeVA3/10/2014— (6)753 1,165 — — 1,918 275 
F-66

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Truist Bank IIIRetailRoanokeVA3/10/2014— (7)316 734 — — 1,050 167 
Truist Bank IIIRetailSarasotaFL3/10/2014— (7)741 852 — — 1,593 213 
Truist Bank IIIRetailSavannahGA3/10/2014— (7)458 936 — — 1,394 253 
Truist Bank IIIRetailSavannahGA3/10/2014— (6)224 1,116 — — 1,340 252 
Truist Bank IIIRetailSignal MountainTN3/10/2014— (6)296 697 — — 993 157 
Truist Bank IIIRetailSoddy DaisyTN3/10/2014— (6)338 624 — — 962 136 
Truist Bank IVRetailSpring HillFL3/10/2014— (6)673 2,550 — — 3,223 546 
Truist Bank IIIRetailSt. CloudFL3/10/2014— 1,046 1,887 (568)(1,215)1,150 14 
Truist Bank IIIRetailSt. PetersburgFL3/10/2014— (7)803 1,043 — — 1,846 237 
Truist Bank IIIRetailStaffordVA3/10/2014— (6)2,130 1,714 — — 3,844 382 
Truist Bank IIIRetailStockbridgeGA3/10/2014— (6)358 760 — — 1,118 182 
Truist Bank IIIRetailStone MountainGA3/10/2014— (6)605 522 — — 1,127 119 
First Horizon BankRetailStuartVA3/10/2014— (6)374 1,532 — — 1,906 337 
Truist Bank IIIRetailSylvesterGA3/10/2014— (7)242 845 — — 1,087 200 
Truist Bank IIIRetailTamaracFL3/10/2014— (7)997 1,241 — 2,239 289 
Truist Bank IIIRetailUnion CityGA3/10/2014— (6)400 542 — — 942 133 
Truist Bank IIIRetailWilliamsburgVA3/10/2014— 447 585 (94)(238)700 
First Horizon BankRetailWinston-SalemNC3/10/2014— (7)362 513 — — 875 124 
First Horizon BankRetailYadkinvilleNC3/10/2014— (6)438 765 — — 1,203 170 
Dollar General XVIIIRetailDevilleLA3/19/2014— (1)93 741 — — 834 173 
Mattress Firm IRetailHollandMI3/19/2014— (7)507 1,014 — — 1,521 263 
Dollar General XVIIRetailHornbeckLA3/25/2014— (1)82 780 — — 862 180 
Family Dollar IXRetailFannettsburgPA4/8/2014— (1)165 803 — — 968 181 
Mattress Firm IRetailSaginawMI4/8/2014— (7)337 1,140 — — 1,477 280 
Bi-Lo IRetailGreenvilleSC5/8/2014— (7)1,504 4,770 — — 6,274 1,045 
Stop & Shop IRetailBristolRI5/8/2014— (2)2,860 10,010 — — 12,870 2,136 
Stop & Shop IRetailCumberlandRI5/8/2014— 3,295 13,693 — 16,989 3,001 
Stop & Shop IRetailFraminghamMA5/8/2014— (2)3,971 12,289 — — 16,260 2,446 
Stop & Shop IRetailMaldenMA5/8/2014— (2)4,418 15,195 — — 19,613 3,013 
Stop & Shop IRetailSicklervilleNJ5/8/2014— (1)2,367 9,873 — — 12,240 2,043 
Stop & Shop IRetailSouthingtonCT5/8/2014— (1)3,238 13,169 — — 16,407 2,759 
Stop & Shop IRetailSwampscottMA5/8/2014— (2)3,644 12,982 — — 16,626 2,570 
Dollar General XVIIRetailForest HillLA5/12/2014— (1)83 728 — — 811 169 
Dollar General XIXRetailChelseaOK5/13/2014— (1)231 919 — — 1,150 234 
Dollar General XXRetailBrookhavenMS5/14/2014— (1)186 616 — — 802 140 
F-67

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Dollar General XXRetailColumbusMS5/14/2014— (1)370 491 — — 861 127 
Dollar General XXRetailForestMS5/14/2014— (1)72 856 — — 928 184 
Dollar General XXRetailRolling ForkMS5/14/2014— (1)244 929 — — 1,173 204 
Dollar General XXRetailWest PointMS5/14/2014— (1)318 506 — — 824 139 
Dollar General XXIRetailHuntingtonWV5/29/2014— (1)101 1,101 — — 1,202 268 
Dollar General XXIIRetailWarrenIN5/30/2014— (1)88 962 — — 1,050 198 
FedEx Ground V(13)DistributionSioux CityIA2/18/2016— (1)199 5,638 56 — 5,893 958 
FedEx Ground VIIDistributionEagle RiverWI2/19/2016— (1)40 6,022 — — 6,062 1,099 
FedEx Ground VIDistributionGrand ForksND2/19/2016— (1)1,288 8,988 — 75 10,351 1,745 
FedEx Ground VIIIDistributionMosineeWI2/23/2016— (1)203 9,017 — — 9,220 1,749 
Anderson Station(8)Multi-tenant RetailAndersonSC2/16/2017— (4)5,201 27,100 — 1,487 33,788 4,342 
Riverbend Marketplace(8)Multi-tenant RetailAshevilleNC2/16/2017— (4)4,949 18,213 — 37 23,199 2,576 
Northlake Commons(8)Multi-tenant RetailCharlotteNC2/16/2017— (7)17,539 16,342 — 129 34,010 2,606 
Shops at Rivergate South(8)Multi-tenant RetailCharlotteNC2/16/2017— (4)5,202 28,378 — 1,391 34,971 3,985 
Cross Pointe Centre(8)Multi-tenant RetailFayettevilleNC2/16/2017— (4)8,075 19,717 — 558 28,350 2,852 
Parkside Shopping Center(8)Multi-tenant RetailFrankfortKY2/16/2017— (7)9,978 29,996 695 1,155 41,824 4,879 
Patton Creek(8)Multi-tenant RetailHooverAL2/16/2017— 15,799 79,150 — 405 95,354 10,844 
Southway Shopping Center(8)Multi-tenant RetailHoustonTX2/16/2017— (7)10,260 24,440 — 74 34,774 3,308 
Northpark Center(8)Multi-tenant RetailHuber HeightsOH2/16/2017— (4)8,975 28,552 — 1,422 38,949 4,278 
Tiffany Springs MarketCenter(8)Multi-tenant RetailKansas CityMO2/16/2017— (7)10,154 50,832 — 3,399 64,385 8,397 
North Lakeland Plaza(8)Multi-tenant RetailLakelandFL2/16/2017— (4)2,599 12,652 — 172 15,423 1,831 
Best on the Boulevard(8)Multi-tenant RetailLas VegasNV2/16/2017— (4)10,046 32,706 — 1,064 43,816 4,665 
Montecito Crossing(8)Multi-tenant RetailLas VegasNV2/16/2017— (4)16,204 36,477 — 1,421 54,102 5,293 
Pine Ridge Plaza(8)Multi-tenant RetailLawrenceKS2/16/2017— (7)14,008 20,935 — 576 35,519 3,298 
Jefferson Commons(8)Multi-tenant RetailLouisvilleKY2/16/2017— (4)5,110 29,432 — 2,643 37,185 4,744 
Towne Centre Plaza(8)Multi-tenant RetailMesquiteTX2/16/2017— (7)3,553 11,992 — 835 16,380 1,909 
Township Marketplace(8)Multi-tenant RetailMonacaPA2/16/2017— (7)8,146 39,267 — 957 48,370 5,348 
Northwoods Marketplace(8)Multi-tenant RetailNorth CharlestonSC2/16/2017— (7)13,474 28,362 — 487 42,323 4,050 
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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Centennial Plaza(8)Multi-tenant RetailOklahoma CityOK2/16/2017— (4)3,488 30,054 — 157 33,699 4,062 
Village at Quail Springs(8)Multi-tenant RetailOklahoma CityOK2/16/2017— (7)2,307 9,983 — 2,210 14,500 2,094 
Colonial Landing (13)
(8)Multi-tenant RetailOrlandoFL2/16/2017— (7)— 44,255 — 2,682 46,937 6,207 
The Centrum(8)Multi-tenant RetailPinevilleNC2/16/2017— 12,013 26,242 — 3,059 41,314 4,135 
Liberty Crossing(8)Multi-tenant RetailRowlettTX2/16/2017— (7)6,285 20,700 — 674 27,659 3,006 
San Pedro Crossing(8)Multi-tenant RetailSan AntonioTX2/16/2017— (4)10,118 38,655 — 5,635 54,408 6,043 
Prairie Towne Center(8)Multi-tenant RetailSchaumburgIL2/16/2017— (7)11,070 19,528 — 6,209 36,807 6,435 
Shops at Shelby Crossing(8)Multi-tenant RetailSebringFL2/16/2017— 4,478 32,316 — 3,598 40,392 5,382 
Stirling Slidell Centre(8)Multi-tenant RetailSlidellLA2/16/2017— 3,495 18,113 (342)(8,468)12,798 375 
The Shops at West End(8)Multi-tenant RetailSt. Louis ParkMN2/16/2017— (7)12,831 107,807 — 1,264 121,902 13,888 
Bison Hollow(8)Multi-tenant RetailTraverse CityMI2/16/2017— (7)4,346 15,944 — — 20,290 2,168 
Southroads Shopping Center(8)Multi-tenant RetailTulsaOK2/16/2017— (7)6,663 60,721 31 1,478 68,893 9,585 
The Streets of West Chester(8)Multi-tenant RetailWest ChesterOH2/16/2017— (7)11,313 34,305 517 363 46,498 4,964 
Shoppes of West Melbourne(8)Multi-tenant RetailWest MelbourneFL2/16/2017— (4)4,258 19,138 — 865 24,261 2,854 
Shoppes at Wyomissing(8)Multi-tenant RetailWyomissingPA2/16/2017— (7)4,108 32,446 — 83 36,637 4,522 
Dollar General XXIIIRetailDewittNY3/31/2017— (5)233 1,044 — — 1,277 160 
Dollar General XXIIIRetailFarmingtonNY3/31/2017— (5)374 1,037 — — 1,411 161 
Dollar General XXIIIRetailGeddesNY3/31/2017— (5)191 1,018 — — 1,209 159 
Dollar General XXIIIRetailOtegoNY3/31/2017— (5)285 1,070 — — 1,355 167 
Dollar General XXIIIRetailParishNY3/31/2017— (5)164 1,071 — — 1,235 172 
Dollar General XXIIIRetailUticaNY3/31/2017— (5)301 1,034 — — 1,335 170 
Jo-Ann Fabrics IRetailFreeportIL4/17/2017— (5)119 1,663 — — 1,782 231 
Bob Evans IRetailAshlandKY4/28/2017— (3)446 1,771 — — 2,217 236 
Bob Evans IRetailBloomingtonIN4/28/2017— (3)405 1,351 — — 1,756 183 
Bob Evans IRetailBucyrusOH4/28/2017— (3)224 1,450 — — 1,674 203 
Bob Evans IRetailColumbia CityIN4/28/2017— (3)333 594 — — 927 101 
Bob Evans IRetailCoshoctonOH4/28/2017— (3)386 1,326 — — 1,712 206 
Bob Evans IRetailDublinOH4/28/2017— (3)701 645 — — 1,346 112 
F-69

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Bob Evans IRetailElyriaOH4/28/2017— (3)540 1,003 — — 1,543 157 
Bob Evans IRetailFranklinOH4/28/2017— (3)620 1,581 — — 2,201 227 
Bob Evans IRetailKetteringOH4/28/2017— (3)264 1,493 — — 1,757 214 
Bob Evans IRetailLansingMI4/28/2017— (3)817 1,093 — — 1,910 183 
Bob Evans IRetailLebanonOH4/28/2017— (3)628 1,328 — — 1,956 205 
Bob Evans IRetailLewesDE4/28/2017— (3)660 1,016 — — 1,676 155 
Bob Evans IRetailMariettaOH4/28/2017— (3)631 1,890 — — 2,521 265 
Bob Evans IRetailMiamisburgOH4/28/2017— (3)339 1,791 — — 2,130 248 
Bob Evans IRetailPaducahKY4/28/2017— (3)296 697 — — 993 115 
Bob Evans IRetailPlymouthIN4/28/2017— (3)172 1,023 — — 1,195 149 
Bob Evans IRetailRosevilleMI4/28/2017— (3)861 854 — — 1,715 151 
Bob Evans IRetailSteubenvilleOH4/28/2017— (3)641 1,638 — — 2,279 260 
Bob Evans IRetailStreetsboroOH4/28/2017— (3)1,078 780 — — 1,858 135 
Bob Evans IRetailTaylorMI4/28/2017— (3)542 1,210 — — 1,752 185 
Bob Evans IRetailUniontownPA4/28/2017— (3)494 1,104 — — 1,598 183 
Bob Evans IRetailWeirtonWV4/28/2017— (3)305 900 — — 1,205 157 
FedEx Ground IXDistributionBrainerdMN5/3/2017— (5)587 3,415 — — 4,002 571 
Chili's IIRetailMcHenryIL5/10/2017— (5)973 2,557 — — 3,530 350 
Dollar General XXIIIRetailKingstonNY5/10/2017— (5)432 1,027 — — 1,459 165 
Sonic Drive In IRetailRobertsdaleAL6/2/2017— (5)358 1,043 — — 1,401 153 
Sonic Drive In IRetailTuscaloosaAL6/2/2017— (5)1,808 841 — — 2,649 124 
Bridgestone HOSEpower IDistributionColumbiaSC6/8/2017— (5)307 1,973 — — 2,280 275 
Bridgestone HOSEpower IDistributionElkoNV6/8/2017— (5)358 1,642 — — 2,000 247 
Dollar General XXIIIRetailKerhonksonNY6/16/2017— (5)247 953 — — 1,200 144 
Bridgestone HOSEpower IIDistributionJacksonvilleFL7/3/2017— (5)236 1,762 — — 1,998 235 
FedEx Ground XDistributionRollaMO7/14/2017— (5)469 9,653 — — 10,122 1,552 
Chili's IIIRetailMachesney ParkIL8/9/2017— (5)1,254 2,922 — — 4,176 383 
FedEx Ground XIDistributionCasperWY9/15/2017— (5)386 3,469 — — 3,855 454 
Hardee's IRetailAshlandAL9/26/2017— 170 827 — — 997 116 
Hardee's IRetailJasperAL9/26/2017— 171 527 — — 698 74 
Tractor Supply IVRetailFlandreauSD10/30/2017— (5)194 1,110 — — 1,304 135 
Tractor Supply IVRetailHazenND10/30/2017— (5)242 1,290 — — 1,532 171 
Circle K IIRetailHarlingenTX11/2/2017— (6)575 945 — — 1,520 123 
Circle K IIRetailLaredoTX11/2/2017— (6)734 1,294 — — 2,028 166 
Circle K IIRetailLaredoTX11/2/2017— (6)675 1,250 — — 1,925 182 
Circle K IIRetailLaredoTX11/2/2017— (6)226 443 — — 669 58 
Circle K IIRetailRio GrandeTX11/2/2017— (6)625 1,257 — — 1,882 162 
Circle K IIRetailWeslacoTX11/2/2017— (6)547 1,183 — — 1,730 156 
Sonic Drive In IIRetailBiloxiMS11/3/2017— (6)397 621 — — 1,018 84 
Sonic Drive In IIRetailCollinsMS11/3/2017— (6)272 992 — — 1,264 133 
Sonic Drive In IIRetailEllisvilleMS11/3/2017— (6)251 1,114 — — 1,365 135 
Sonic Drive In IIRetailGulfportMS11/3/2017— (6)100 930 — — 1,030 130 
F-70

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Sonic Drive In IIRetailGulfportMS11/3/2017— (6)199 660 — — 859 81 
Sonic Drive In IIRetailGulfportMS11/3/2017— (6)232 746 — — 978 102 
Sonic Drive In IIRetailHattiesburgMS11/3/2017— (6)351 788 — — 1,139 110 
Sonic Drive In IIRetailLithiaFL11/3/2017— (6)352 478 — — 830 74 
Sonic Drive In IIRetailLong BeachMS11/3/2017— (6)210 840 — — 1,050 117 
Sonic Drive In IIRetailMageeMS11/3/2017— (6)300 740 — — 1,040 105 
Sonic Drive In IIRetailPetalMS11/3/2017— (6)100 1,053 — — 1,153 129 
Sonic Drive In IIRetailPlant CityFL11/3/2017— (6)250 525 — — 775 88 
Sonic Drive In IIRetailPurvisMS11/3/2017— (6)129 896 — — 1,025 111 
Sonic Drive In IIRetailRiverviewFL11/3/2017— (6)267 502 — — 769 75 
Sonic Drive In IIRetailRiverviewFL11/3/2017— (6)392 679 — — 1,071 93 
Sonic Drive In IIRetailTylertownMS11/3/2017— (6)191 1,197 — — 1,388 158 
Sonic Drive In IIRetailWauchulaFL11/3/2017— (6)191 346 — — 537 52 
Sonic Drive In IIRetailWavelandMS11/3/2017— (6)322 594 — — 916 85 
Sonic Drive In IIRetailWaynesboroMS11/3/2017— (6)188 517 — — 705 73 
Sonic Drive In IIRetailWoodvilleMS11/3/2017— (6)160 1,179 — — 1,339 142 
Bridgestone HOSEpower IIIDistributionSulphurLA12/20/2017— (5)882 2,176 — — 3,058 261 
Sonny's BBQ IRetailTallahasseeFL1/15/2018— (6)521 1,561 — — 2,082 189 
Sonny's BBQ IRetailTallahasseeFL1/15/2018— (6)717 1,510 — — 2,227 192 
Sonny's BBQ IRetailTallahasseeFL1/15/2018— (6)491 2,281 — — 2,772 264 
Mountain Express IRetailBaldwinGA1/25/2018— (6)861 690 — — 1,551 94 
Mountain Express IRetailBufordGA1/25/2018— (6)883 1,130 — — 2,013 160 
Mountain Express IRetailCantonGA1/25/2018— (6)348 1,463 — — 1,811 207 
Mountain Express IRetailChatsworthGA1/25/2018— (6)673 1,108 — — 1,781 153 
Mountain Express IRetailDouglasvilleGA1/25/2018— (6)958 808 — — 1,766 102 
Mountain Express IRetailJasperGA1/25/2018— (6)1,167 823 — — 1,990 108 
Mountain Express IRetailSummervilleGA1/25/2018— (6)270 1,019 — — 1,289 126 
Mountain Express IRetailTrionGA1/25/2018— (6)379 1,077 — — 1,456 158 
Mountain Express IRetailWoodstockGA1/25/2018— (6)578 804 — — 1,382 106 
Kum & Go IRetailOmahaNE2/27/2018— (7)1,391 1,350 — — 2,741 240 
DaVita IRetailBolivarTN2/28/2018— (6)101 623 — — 724 71 
DaVita IRetailBrownviilleTN2/28/2018— (6)61 1,166 — — 1,227 125 
White Oak IRetailCaseyIA3/9/2018— (7)512 164 — 17 693 23 
White Oak IRetailHospersIA3/9/2018— (7)674 236 — 17 927 33 
White Oak IRetailJeffersonIA3/9/2018— 662 484 — 17 1,163 62 
White Oak IRetailMuscatineIA3/9/2018— 1,142 671 — 17 1,830 86 
White Oak IRetailNevadaIA3/9/2018— 347 199 — 17 563 28 
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Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
White Oak IRetailNevadaIA3/9/2018— 928 377 — 17 1,322 52 
White Oak IRetailOmahaNE3/9/2018— (7)867 273 — 17 1,157 42 
White Oak IRetailOmahaNE3/9/2018— (7)885 649 — 17 1,551 78 
White Oak IRetailWapelloIA3/9/2018— 708 627 — 17 1,352 79 
Mountain Express IIRetailArleyAL6/14/2018— (6)590 428 — — 1,018 57 
Mountain Express IIRetailCullmanAL6/14/2018— (6)669 978 — — 1,647 111 
Mountain Express IIRetailCullmanAL6/14/2018— (6)794 858 — — 1,652 103 
Mountain Express IIRetailEvaAL6/14/2018— (6)782 258 — — 1,040 36 
Mountain Express IIRetailGood HopeAL6/14/2018— (6)1,080 685 — — 1,765 95 
Mountain Express IIRetailHuntsvilleAL6/14/2018— (6)1,470 659 — — 2,129 77 
Mountain Express IIRetailHuntsvilleAL6/14/2018— (6)2,468 710 — — 3,178 83 
Mountain Express IIRetailHuntsvilleAL6/14/2018— (6)1,882 316 — — 2,198 40 
Mountain Express IIRetailOneontaAL6/14/2018— (6)1,057 532 — — 1,589 58 
Mountain Express IIRetailOwens CrossAL6/14/2018— (6)578 1,386 — — 1,964 146 
Mountain Express IIRetailPine CampbellAL6/14/2018— (6)819 219 — — 1,038 28 
Mountain Express IIRetailRed BayAL6/14/2018— (6)840 566 — — 1,406 61 
Mountain Express IIRetailRed BayAL6/14/2018— (6)254 393 — — 647 42 
Mountain Express IIRetailRussellvilleAL6/14/2018— (6)594 378 — — 972 44 
Mountain Express IIRetailVinaAL6/14/2018— 549 300 — — 849 33 
Dialysis IRetailGrand RapidsMI7/20/2018— (6)674 1,827 — — 2,501 176 
Dialysis IRetailMichigan CityIN7/20/2018— (1)360 1,726 — — 2,086 200 
Dialysis IRetailAuburnME7/20/2018— (6)78 2,766 — — 2,844 257 
Dialysis IRetailBenton HarborMI7/20/2018— (6)241 1,687 — — 1,928 180 
Dialysis IRetailEast KnoxvilleTN7/20/2018— (6)497 1,429 — — 1,926 149 
Dialysis IRetailGrand RapidsMI7/20/2018— (6)612 412 — — 1,024 44 
Dialysis IRetailSikestonMO7/20/2018— (6)221 1,762 — — 1,983 186 
Children of America IOfficeNew BritianPA8/13/2018— 224 3,319 — — 3,543 314 
Children of America IOfficeWarminsterPA8/13/2018— 284 3,225 — — 3,509 304 
Burger King IIRetailPinevilleLA8/20/2018— (6)462 1,136 — — 1,598 121 
White Oak IIRetailCouncil BluffsIA8/27/2018— (7)111 628 — 17 756 73 
White Oak IIRetailCouncil BluffsIA8/27/2018— (7)122 566 — 17 705 61 
White Oak IIRetailGlenwoodIA8/27/2018— 20 351 — 17 388 33 
White Oak IIRetailMissouri ValleyIA8/27/2018— 40 388 — 17 445 42 
White Oak IIRetailRed OakIA8/27/2018— 30 543 — 17 590 56 
White Oak IIRetailSioux CenterIA8/27/2018— (7)20 358 — 17 395 35 
White Oak IIRetailSioux CityIA8/27/2018— 70 339 — 17 426 35 
White Oak IIRetailSioux CityIA8/27/2018— (7)81 396 — 17 494 38 
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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
White Oak IIRetailSioux CityIA8/27/2018— 101 519 — 27 647 61 
Bob Evans IIRetailAuroraIN8/31/2018— (6)237 1,675 — — 1,912 174 
Bob Evans IIRetailBarboursvilleWV8/31/2018— (6)987 807 — — 1,794 79 
Bob Evans IIRetailBay CityMI8/31/2018— (6)796 313 — — 1,109 37 
Bob Evans IIRetailBluefieldVA8/31/2018— (6)440 1,454 — — 1,894 140 
Bob Evans IIRetailBridgeportOH8/31/2018— (6)335 1,301 — — 1,636 125 
Bob Evans IIRetailBridgeportWV8/31/2018— (6)481 1,819 — — 2,300 179 
Bob Evans IIRetailBurbankOH8/31/2018— (6)172 1,804 — — 1,976 194 
Bob Evans IIRetailCadillacMI8/31/2018— (6)345 1,447 — — 1,792 147 
Bob Evans IIRetailCirclevilleOH8/31/2018— (6)911 1,686 — — 2,597 177 
Bob Evans IIRetailColumbusOH8/31/2018— (6)615 1,252 — — 1,867 131 
Bob Evans IIRetailE LiverpoolOH8/31/2018— (6)399 1,533 — — 1,932 160 
Bob Evans IIRetailGreenvilleOH8/31/2018— (6)460 1,900 — — 2,360 178 
Bob Evans IIRetailHamiltonOH8/31/2018— (6)441 1,344 — — 1,785 143 
Bob Evans IIRetailHuntingtonWV8/31/2018— (6)255 1,563 — — 1,818 146 
Bob Evans IIRetailJacksonOH8/31/2018— (6)596 1,487 — — 2,083 156 
Bob Evans IIRetailJeffersonvilleOH8/31/2018— (6)193 1,508 — — 1,701 179 
Bob Evans IIRetailLavaleMD8/31/2018— (6)527 2,536 — — 3,063 240 
Bob Evans IIRetailMt. PleasantMI8/31/2018— (6)559 1,149 — — 1,708 136 
Bob Evans IIRetailNew MartinsvilleWV8/31/2018— (6)703 1,206 — — 1,909 124 
Bob Evans IIRetailNorwalkOH8/31/2018— (6)123 2,559 — — 2,682 256 
Bob Evans IIRetailSouth PointOH8/31/2018— (6)420 1,436 — — 1,856 154 
Bob Evans IIRetailWhite HallWV8/31/2018— (6)347 1,185 — — 1,532 115 
Taco John'sRetailChanuteKS9/14/2018— (6)81 642 — — 723 65 
Taco John'sRetailMountain HomeID9/14/2018— (6)81 561 — — 642 57 
Mountain Express IIIRetailCantonGA9/19/2018— (6)703 1,719 — — 2,422 180 
Mountain Express IIIRetailClintonSC9/19/2018— (6)581 1,113 — — 1,694 104 
Mountain Express IIIRetailCorneliaGA9/19/2018— (6)363 778 — — 1,141 86 
Mountain Express IIIRetailCummingGA9/19/2018— (6)161 1,403 — — 1,564 139 
Mountain Express IIIRetailEllijayGA9/19/2018— (6)517 1,803 — — 2,320 191 
Mountain Express IIIRetailHogansvilleGA9/19/2018— (6)141 1,068 — — 1,209 133 
Mountain Express IIIRetailHomerGA9/19/2018— (6)221 991 — — 1,212 105 
Mountain Express IIIRetailMcCaysvilleGA9/19/2018— (6)371 720 — — 1,091 69 

F-73

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021



(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Mountain Express IIIRetailNettletonMS9/19/2018— (6)212 660 — — 872 66 
Mountain Express IIIRetailRiverdaleGA9/19/2018— (6)1,001 1,920 — — 2,921 198 
Mountain Express IIIRetailToccoaGA9/19/2018— (6)315 708 — — 1,023 75 
Mountain Express IIIRetailToccoaGA9/19/2018— (6)262 908 — — 1,170 96 
Mountain Express IIIRetailWoodstockGA9/19/2018— (6)913 1,628 — — 2,541 181 
Mountain Express IIIRetailWoodstockGA9/19/2018— (6)2,202 1,234 — — 3,436 134 
Taco John'sRetailCarrollIA9/21/2018— (6)171 541 — — 712 58 
Taco John'sRetailCherokeeIA9/21/2018— (6)131 347 — — 478 36 
Taco John'sRetailIndependenceMO9/28/2018— (6)242 822 — — 1,064 89 
Taco John'sRetailNorth ManakatoMN9/28/2018— (6)213 334 — — 547 45 
Taco John'sRetailSt. PeterMN9/28/2018— (6)112 559 — — 671 55 
White Oak IIIRetailBonhamTX10/5/2018— (6)734 1,952 — — 2,686 211 
DaVita IIRetailHoustonTX10/26/2018— (6)246 1,982 — — 2,228 191 
Pizza Hut IRetailCharlotteNC10/29/2018— (6)236 916 — — 1,152 97 
Pizza Hut IRetailColumbusOH10/29/2018— (6)305 922 — — 1,227 92 
Pizza Hut IRetailColumbusOH10/29/2018— (6)187 464 — — 651 48 
Pizza Hut IRetailGastoniaNC10/29/2018— (6)208 1,128 — — 1,336 111 
Pizza Hut IRetailMidlandTX10/29/2018— (6)207 662 — — 869 62 
Pizza Hut IRetailNew LexingtonOH10/29/2018— (6)69 658 — — 727 68 
Pizza Hut IRetailNewtonNC10/29/2018— (6)79 755 — — 834 71 
Pizza Hut IRetailWestervilleOH10/29/2018— (6)167 830 — — 997 85 
Pizza Hut IRetailZanevilleOH10/29/2018— (6)99 745 — — 844 71 
Little Caesars IRetailBurtonMI12/21/2018— (6)236 1,022 — — 1,258 102 
Little Caesars IRetailBurtonMI12/21/2018— (6)88 684 — — 772 77 
Little Caesars IRetailDurandMI12/21/2018— (6)39 401 — — 440 40 
Little Caesars IRetailFlintMI12/21/2018— (6)30 553 — — 583 54 
Little Caesars IRetailFlintMI12/21/2018— (6)39 632 — — 671 57 
Little Caesars IRetailFlintMI12/21/2018— (6)10 543 — — 553 44 
Little Caesars IRetailFlintMI12/21/2018— (6)49 577 — — 626 59 
Little Caesars IRetailFlintMI12/21/2018— (6)108 569 — — 677 56 
Little Caesars IRetailFlintMI12/21/2018— (6)16 653 — — 669 56 
Little Caesars IRetailFlintMI12/21/2018— (6)30 781 — — 811 67 
Little Caesars IRetailSwartz CreekMI12/21/2018— (6)79 492 — — 571 52 
Tractor Supply VRetailAmericusGA12/27/2018— (6)329 2,522 — — 2,851 240 
Tractor Supply VRetailCadizOH12/27/2018— (6)179 2,546 — — 2,725 252 
Tractor Supply VRetailCatalinaAZ12/27/2018— (6)953 3,061 — — 4,014 296 
F-74

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Tractor Supply VRetailSoroccoNM12/27/2018— (6)413 2,602 — — 3,015 249 
Caliber Collision IRetailFayettevilleNC12/28/2018— (1)372 1,269 — — 1,641 107 
Caliber Collision IRetailLutzFL12/28/2018— (1)1,745 2,696 — — 4,441 261 
Caliber Collision IRetailNolansvilleTX12/28/2018— (1)360 973 — — 1,333 91 
Fresenius IIIRetailCummingGA1/2/2019— (6)141 1,206 — — 1,347 107 
Fresenius IIIRetailEnterpriseAL1/2/2019— (6)523 2,854 — — 3,377 268 
Fresenius IIIRetailGulf BreezeFL1/2/2019— (6)306 2,399 — — 2,705 211 
Fresenius IIIRetailMonroevilleAL1/2/2019— (6)219 1,330 — 31 1,580 133 
Fresenius IIIRetailPendletonSC1/2/2019— (6)151 1,248 — — 1,399 111 
Fresenius IIIRetailThomasvilleAL1/2/2019— (6)482 1,045 — — 1,527 105 
Pizza Hut IIRetailAftonWY1/28/2019— (6)50 870 — — 920 74 
Pizza Hut IIRetailAlvaOK1/28/2019— (6)191 1,129 — — 1,320 102 
Pizza Hut IIRetailBuffaloWY1/28/2019— (6)162 588 — — 750 60 
Pizza Hut IIRetailCanadianTX1/28/2019— (6)139 729 — — 868 65 
Pizza Hut IIRetailCherokeeOK1/28/2019— (6)101 474 — — 575 47 
Pizza Hut IIRetailCut BankMT1/28/2019— (6)131 808 — — 939 72 
Pizza Hut IIRetailDillionMT1/28/2019— (6)71 760 — — 831 65 
Pizza Hut IIRetailDouglasWY1/28/2019— (6)322 1,085 — — 1,407 99 
Pizza Hut IIRetailElkhartKS1/28/2019— (6)179 611 — — 790 58 
Pizza Hut IIRetailFairviewOK1/28/2019— (6)120 789 — — 909 73 
Pizza Hut IIRetailHavreMT1/28/2019— (6)175 2,061 — — 2,236 171 
Pizza Hut IIRetailHelenaMT1/28/2019— (6)132 887 — — 1,019 77 
Pizza Hut IIRetailHennesseyOK1/28/2019— (6)81 743 — — 824 62 
Pizza Hut IIRetailHugotonKS1/28/2019— (6)112 948 — — 1,060 78 
Pizza Hut IIRetailLarnedKS1/28/2019— (6)159 633 — — 792 67 
Pizza Hut IIRetailLewistownMT1/28/2019— (6)131 793 — — 924 69 
Pizza Hut IIRetailLibbyMT1/28/2019— (6)50 1,011 — — 1,061 87 
Pizza Hut IIRetailLiberalKS1/28/2019— (6)20 956 — — 976 71 
Pizza Hut IIRetailMeadeKS1/28/2019— (6)121 637 — — 758 56 
Pizza Hut IIRetailNewcastleWY1/28/2019— (6)71 735 — — 806 61 
Pizza Hut IIRetailPolsonMT1/28/2019— (6)151 1,090 — — 1,241 94 
Pizza Hut IIRetailRooseveltUT1/28/2019— (6)220 960 — — 1,180 85 
Pizza Hut IIRetailShattuckOK1/28/2019— (6)100 531 — — 631 51 
Pizza Hut IIRetailShelbyMT1/28/2019— (6)150 502 — — 652 52 
Pizza Hut IIRetailSpearmanTX1/28/2019— (6)230 869 — — 1,099 84 
Pizza Hut IIRetailThermpolisWY1/28/2019— (6)70 863 — — 933 76 
Pizza Hut IIRetailUlysesKS1/28/2019— (6)121 1,108 — — 1,229 98 
F-75

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Pizza Hut IIRetailVernalUT1/28/2019— (6)211 733 — — 944 67 
Pizza Hut IIRetailWatongaOK1/28/2019— (6)70 939 — — 1,009 81 
Pizza Hut IIRetailWheatlandWY1/28/2019— (6)153 825 — — 978 74 
Mountain Express IVRetailCabotAR2/25/2019— (6)206 816 — — 1,022 94 
Mountain Express IVRetailCorningAR2/25/2019— (6)283 865 — — 1,148 64 
Mountain Express IVRetailEl DoradoAR2/25/2019— (6)371 1,180 — — 1,551 116 
Mountain Express IVRetailEl DoradoAR2/25/2019— (6)217 668 — — 885 61 
Mountain Express IVRetailEl DoradoAR2/25/2019— (6)1,258 1,475 — — 2,733 156 
Mountain Express IVRetailFordyceAR2/25/2019— (6)548 1,530 — — 2,078 116 
Mountain Express IVRetailHopeAR2/25/2019— (6)705 783 — — 1,488 59 
Mountain Express IVRetailSearcyAR2/25/2019— (6)1,007 787 — — 1,794 60 
Mountain Express VRetailBufordGA2/28/2019— (1)436 1,695 — — 2,131 141 
Mountain Express VRetailBufordGA2/28/2019— (1)337 1,715 — — 2,052 155 
Mountain Express VRetailCantonGA2/28/2019— (1)198 1,821 — — 2,019 144 
Mountain Express VRetailConyersGA2/28/2019— (1)199 2,220 — — 2,419 195 
Mountain Express VRetailDahlonegaGA2/28/2019— (1)687 942 — — 1,629 80 
Mountain Express VRetailElbertonGA2/28/2019— (1)268 1,760 — — 2,028 170 
Mountain Express VRetailForest ParkGA2/28/2019— (1)983 1,118 — — 2,101 91 
Mountain Express VRetailJonesboroGA2/28/2019— (1)456 1,960 — — 2,416 163 
Mountain Express VRetailLithia SpringsGA2/28/2019— (1)776 1,282 — — 2,058 112 
Mountain Express VRetailLithia SpringsGA2/28/2019— (1)905 1,267 — — 2,172 110 
Mountain Express VRetailLoganvilleGA2/28/2019— (1)258 2,102 — — 2,360 177 
Mountain Express VRetailMaconGA2/28/2019— (1)543 908 — — 1,451 80 
Mountain Express VRetailStockbridgeGA2/28/2019— (1)129 1,938 — — 2,067 155 
Fresenius IVRetailAlexandriaLA3/21/2019— (6)342 2,505 — — 2,847 190 
Mountain Express VRetailForest ParkGA3/22/2019— (1)1,473 720 — — 2,193 69 
Tractor Supply VRetailNew CordellOK3/27/2019— (6)332 2,246 — — 2,578 211 
Mountain Express VRetailMaconGA3/29/2019— (1)1,085 872 — — 1,957 79 
Mountain Express VRetailNorcrossGA3/29/2019— (1)710 2,722 — — 3,432 225 
Mountain Express VRetailSnellvilleGA3/29/2019— (1)548 688 — — 1,236 60 
Mountain Express VRetailCovingtonGA4/4/2019— (1)119 2,325 — — 2,444 177 
IMTAARetailBaton RougeLA5/16/2019— (1)255 1,772 — — 2,027 145 
IMTAARetailBridge CityTX5/16/2019— (1)196 1,975 — — 2,171 168 
IMTAARetailGonzalesLA5/16/2019— (1)367 1,622 — — 1,989 143 
IMTAARetailGonzalesLA5/16/2019— (1)246 1,622 — — 1,868 133 
IMTAARetailKennerLA5/16/2019— (1)469 1,409 — — 1,878 115 
IMTAARetailLake CharlesLA5/16/2019— (1)534 1,411 — — 1,945 123 
F-76

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 
Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
State
Acquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
IMTAARetailLake CharlesLA5/16/2019— (1)349 1,525 — — 1,874 141 
IMTAARetailLake CharlesLA5/16/2019— (1)508 1,246 — — 1,754 105 
IMTAARetailLake CharlesLA5/16/2019— (1)472 1,523 — — 1,995 120 
IMTAARetailOrangeTX5/16/2019— (1)214 1,867 — — 2,081 165 
IMTAARetailSt. RoseLA5/16/2019— (1)287 1,214 — — 1,501 104 
Pizza Hut IIIRetailCasperWY5/31/2019— (1)382 1,044 — — 1,426 89 
Pizza Hut IIIRetailCasperWY5/31/2019— (1)255 1,040 — — 1,295 77 
Pizza Hut IIIRetailColorado SpringsCO5/31/2019— (1)252 961 — — 1,213 72 
Pizza Hut IIIRetailDodge CityKS5/31/2019— (1)166 1,163 — — 1,329 93 
Pizza Hut IIIRetailGarden CityKS5/31/2019— (1)197 680 — — 877 53 
Pizza Hut IIIRetailGreat FallsMT5/31/2019— (1)262 633 — — 895 49 
Pizza Hut IIIRetailGreat FallsMT5/31/2019— (1)265 598 — — 863 52 
Pizza Hut IIIRetailGuymonOK5/31/2019— (1)155 1,208 — — 1,363 88 
Pizza Hut IIIRetailKalispellMT5/31/2019— (1)735 1,139 — — 1,874 101 
Pizza Hut IIIRetailMissoulaMT5/31/2019— (1)653 595 — — 1,248 50 
Pizza Hut IIIRetailPerrytonTX5/31/2019— (1)309 1,429 — — 1,738 108 
Pizza Hut IIIRetailSterlingCO5/31/2019— (1)150 968 — — 1,118 73 
Fresenius VRetailBrookhavenMS6/4/2019— (1)581 1,548 — 25 2,154 128 
Fresenius VRetailCentrevilleMS6/4/2019— (1)236 732 — — 968 61 
Fresenius VIRetailChicagoIL6/17/2019— (1)313 1,110 — — 1,423 80 
Mountain Express VIRetailSmackoverAR6/26/2019— (1)1,519 841 — — 2,360 74 
Pizza Hut IIIRetailWoodwardOK6/27/2019— (1)525 1,644 — — 2,169 122 
Fresenius VIIRetailAthensTX6/28/2019— (1)907 4,515 — — 5,422 329 
Fresenius VIIRetailIdabelOK6/28/2019— (1)298 2,319 — — 2,617 174 
Fresenius VIIRetailTylerTX6/28/2019— (1)314 1,677 — — 1,991 130 
Caliber Collision IIRetailPuebloCO8/5/2019— (1)866 1,807 — — 2,673 135 
Dollar General XXVRetailBrownsvilleKY9/5/2019— (1)170 915 — — 1,085 73 
Dollar General XXVRetailCusterKY9/5/2019— (1)138 675 — — 813 55 
Dollar General XXVRetailElktonKY9/5/2019— (1)89 731 — — 820 57 
Dollar General XXVRetailFalls of RoughKY9/5/2019— (1)141 692 — — 833 50 
Dollar General XXVRetailSedaliaKY9/5/2019— (1)177 678 — — 855 56 
Dollar General XXIVRetailClarksvilleIA9/6/2019— (1)80 1,023 — — 1,103 68 
Dollar General XXIVRetailLincolnMI9/6/2019— (1)90 1,006 — — 1,096 91 
Dollar General XXIVRetailTaborIA9/6/2019— (6)101 907 — — 1,008 90 
Mister Carwash IRetailAthensGA9/12/2019— (6)1,892 2,350 — — 4,242 230 
Mister Carwash IRetailCummingGA9/12/2019— (6)1,363 2,730 — — 4,093 249 
Mister Carwash IRetailMonroeGA9/12/2019— (6)1,376 2,120 — — 3,496 210 
Dollar General XXIVRetailAssumptionIL9/20/2019— (6)111 885 — — 996 76 
Dollar General XXIVRetailCurtisMI9/20/2019— (1)100 986 — — 1,086 85 
Dollar General XXIVRetailHarrisvilleMI9/20/2019— (6)209 964 — — 1,173 91 
Dollar General XXIVRetailMoraMN9/20/2019— (6)192 976 — — 1,168 77 
F-77

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021




(In thousands)
 Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
StateAcquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Dollar General XXIVRetailWashburnIL9/20/2019— (6)140 868 — — 1,008 68 
Checkers IRetailDublinGA9/25/2019— (1)161 746 — — 907 62 
DaVita IIIRetailEl PasoTX9/27/2019— (1)331 2,954 — — 3,285 195 
Dialysis IIRetailBaltimoreMD9/30/2019— (1)860 614 — — 1,474 49 
Dialysis IIRetailBrunswickOH9/30/2019— (1)429 2,327 — — 2,756 166 
Dialysis IIRetailBurgawNC9/30/2019— (1)60 1,410 — — 1,470 96 
Dialysis IIRetailDetroitMI9/30/2019— (1)283 1,964 — — 2,247 141 
Dialysis IIRetailElizabethtownNC9/30/2019— (1)40 2,327 — — 2,367 146 
Dialysis IIRetailGoose CreekSC9/30/2019— (1)328 1,651 — — 1,979 106 
Dialysis IIRetailGreenvilleSC9/30/2019— (1)1,132 1,083 — — 2,215 90 
Dialysis IIRetailJacksonTN9/30/2019— (1)256 1,329 — — 1,585 111 
Dialysis IIRetailKyleTX9/30/2019— (1)416 2,228 — — 2,644 158 
Dialysis IIRetailLas VegasNV9/30/2019— (1)883 3,869 — — 4,752 255 
Dialysis IIRetailLexingtonTN9/30/2019— (1)111 1,128 — — 1,239 88 
Dialysis IIRetailMerrillvilleIN9/30/2019— (1)639 1,128 — — 1,767 81 
Dialysis IIRetailNew OrleansLA9/30/2019— (1)559 1,305 — 80 1,944 97 
Dialysis IIRetailNorth CharlestonSC9/30/2019— (1)424 1,564 — — 1,988 104 
Dialysis IIRetailParmaOH9/30/2019— (1)208 1,271 — 1,486 82 
Dialysis IIRetailRocky RiverOH9/30/2019— (1)327 1,782 — — 2,109 111 
Dialysis IIRetailSeguinTX9/30/2019— (1)91 1,889 — — 1,980 127 
Dialysis IIRetailShallotteNC9/30/2019— (1)174 1,308 — — 1,482 86 
Dialysis IIRetailSpartanburgSC9/30/2019— (1)188 1,133 — — 1,321 85 
Dialysis IIRetailAlbuquerqueNM9/30/2019— (1)214 3,136 — 1,676 5,026 289 
Dialysis IIRetailAnchorageAK9/30/2019— (1)1,315 4,108 — — 5,423 283 
Dialysis IIRetailAnnistonAL9/30/2019— (1)322 3,782 — — 4,104 237 
Dialysis IIRetailAugustaGA9/30/2019— (1)364 1,803 — — 2,167 122 
Dialysis IIRetailBellevilleIL9/30/2019— (1)129 2,271 — — 2,400 147 
Dialysis IIRetailBereaKY9/30/2019— (1)159 2,079 — — 2,238 133 
Dialysis IIRetailBowling GreenKY9/30/2019— (1)442 2,865 — — 3,307 188 
Dialysis IIRetailBrunswickGA9/30/2019— (1)376 1,734 — — 2,110 112 
Dialysis IIRetailCharlotteNC9/30/2019— (1)906 1,894 — 10 2,810 129 
Dialysis IIRetailConwayNH9/30/2019— (1)70 1,370 — — 1,440 108 
Dialysis IIRetailDiamondheadMS9/30/2019— (1)91 2,693 — 13 2,797 175 
Dialysis IIRetailDurhamNC9/30/2019— (1)626 1,737 — 26 2,389 121 
F-78

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
StateAcquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Dialysis IIRetailEttersPA9/30/2019— (1)643 2,926 — — 3,569 192 
Dialysis IIRetailGaryIN9/30/2019— (1)241 2,023 — — 2,264 128 
Dialysis IIRetailHopkinsvilleKY9/30/2019— (1)62 2,785 — — 2,847 178 
Dialysis IIRetailLexingtonKY9/30/2019— (1)439 2,277 — — 2,716 152 
Dialysis IIRetailMadisonvilleKY9/30/2019— (1)134 1,257 — — 1,391 83 
Dialysis IIRetailMentorOH9/30/2019— (1)102 1,921 — — 2,023 139 
Dialysis IIRetailMonticelloKY9/30/2019— (1)235 2,119 — — 2,354 142 
Dialysis IIRetailNew CastlePA9/30/2019— (1)153 1,135 — — 1,288 76 
Dialysis IIRetailPalmdaleCA9/30/2019— (1)414 1,887 — — 2,301 129 
Dialysis IIRetailRadcliffKY9/30/2019— (1)262 2,391 — — 2,653 156 
Dialysis IIRetailRichmondVA9/30/2019— (1)283 2,111 — 276 2,670 136 
Dialysis IIRetailRiver ForestIL9/30/2019— (1)527 3,646 — 26 4,199 219 
Dialysis IIRetailRoanokeVA9/30/2019— (1)456 2,143 — — 2,599 141 
Dialysis IIRetailRocky MountNC9/30/2019— (1)143 3,515 — — 3,658 254 
Dialysis IIRetailSalemOH9/30/2019— (1)264 2,457 — 2,725 173 
Dialysis IIRetailSalemVA9/30/2019— (1)326 2,083 — 17 2,426 127 
Dialysis IIRetailSarasotaFL9/30/2019— (1)650 1,914 — 2,567 121 
Dialysis IIRetailSummervilleSC9/30/2019— (1)317 1,826 — — 2,143 117 
Dialysis IIRetailAndersonIN9/30/2019— (1)375 1,530 — — 1,905 105 
Dollar General XXIVRetailPotomacIL10/28/2019— (6)153 858 — — 1,011 76 
Mister Carwash IIRetailCantonGA11/7/2019— (6)3,105 2,291 — — 5,396 225 
Mister Carwash IIRetailJohns CreekGA11/7/2019— (6)1,664 1,833 — — 3,497 169 
Advance Auto IVRetailBurlingtonWI12/11/2019— (1)259 1,090 — — 1,349 72 
Advance Auto IVRetailGreenvilleOH12/11/2019— (1)207 438 — — 645 35 
Advance Auto IVRetailHuntingdonPA12/11/2019— (1)160 569 — — 729 50 
Advance Auto IVRetailMarshfieldWI12/11/2019— (1)244 1,013 — — 1,257 65 
Advance Auto IVRetailPiquaOH12/11/2019— (1)130 575 — — 705 47 
Advance Auto IVRetailSelmaAL12/11/2019— (1)91 572 — — 663 46 
Advance Auto IVRetailTomahWI12/11/2019— (1)286 842 — — 1,128 54 
Advance Auto IVRetailWaynesboroPA12/11/2019— (1)137 832 — — 969 58 
Advance Auto IVRetailWaynesburgPA12/11/2019— (1)214 611 — — 825 56 
Advance Auto VRetailCedar GroveWV12/13/2019— (1)302 552 — — 854 35 
Advance Auto VRetailDanvilleWV12/13/2019— (1)147 641 — — 788 40 
Advance Auto VRetailGreenupKY12/13/2019— (1)263 408 — — 671 32 
Advance Auto VRetailHamlinWV12/13/2019— (1)162 670 — — 832 45 
Advance Auto VRetailMiltonWV12/13/2019— (1)315 678 — — 993 45 
F-79

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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
StateAcquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Advance Auto VRetailMoundsvilleWV12/13/2019— (1)463 1,314 — — 1,777 81 
Advance Auto VRetailPoint PleasantWV12/13/2019— (1)346 721 — — 1,067 57 
Advance Auto VRetailSissonvilleWV12/13/2019— (1)350 923 — — 1,273 58 
Advance Auto VRetailSouth WilliamsonKY12/13/2019— (1)330 891 — — 1,221 55 
Advance Auto VRetailWellsburgWV12/13/2019— (1)235 442 — — 677 32 
Advance Auto VRetailWest CharlestonWV12/13/2019— (1)224 873 — — 1,097 55 
Advance Auto IVRetailIndianapolisIN12/17/2019— (1)215 543 — — 758 38 
Advance Auto IVRetailMenomonieWI12/17/2019— (1)350 696 — — 1,046 48 
Advance Auto IVRetailMontgomeryAL12/20/2019— (1)92 710 — 806 46 
Advance Auto IVRetailSpringfieldOH12/20/2019— (1)91 607 — — 698 40 
Dollar General XXVIRetailBrooksGA12/20/2019— (6)157 947 — — 1,104 69 
Dollar General XXVIRetailDalevilleAL12/20/2019— (6)81 817 — — 898 48 
Dollar General XXVIRetailEast BrewtonAL12/20/2019— (6)133 831 — — 964 48 
Dollar General XXVIRetailLaGrangeGA12/20/2019— (6)364 801 — — 1,165 64 
Dollar General XXVIRetailLaGrangeGA12/20/2019— (6)431 850 — — 1,281 66 
Dollar General XXVIRetailMadisonvilleTN12/20/2019— (6)468 833 — — 1,301 49 
Dollar General XXVIRetailMaryvilleTN12/20/2019— (6)264 906 — — 1,170 54 
Dollar General XXVIRetailMobileAL12/20/2019— (6)130 982 — — 1,112 56 
Dollar General XXVIRetailNewportTN12/20/2019— (6)255 836 — — 1,091 49 
Dollar General XXVIRetailRobertsdaleAL12/20/2019— (6)110 1,486 — — 1,596 84 
Dollar General XXVIRetailValleyAL12/20/2019— (6)112 884 — — 996 54 
Dollar General XXVIRetailWetumpkaAL12/20/2019— (6)263 1,038 — — 1,301 62 
Pizza Hut IVRetailBlack MountainNC12/31/2019— (6)360 357 — — 717 24 
Pizza Hut IVRetailCantonNC12/31/2019— (6)176 718 — — 894 49 
Pizza Hut IVRetailCreedmoorNC12/31/2019— (6)225 672 — — 897 46 
Pizza Hut IVRetailGranite FallsNC12/31/2019— (6)215 460 — — 675 30 
Pizza Hut IVRetailHarrisburgIL12/31/2019— (6)97 440 — — 537 34 
Pizza Hut IVRetailHendersonvilleNC12/31/2019— (6)694 438 — — 1,132 31 
Pizza Hut IVRetailJeffersonNC12/31/2019— (6)185 432 — — 617 30 
Pizza Hut IVRetailKingNC12/31/2019— (6)258 634 — — 892 41 
Pizza Hut IVRetailMocksvilleNC12/31/2019— (6)399 258 — — 657 21 
Pizza Hut IVRetailMount VernonIL12/31/2019— (6)245 497 — — 742 48 
Pizza Hut IVRetailPennington GapVA12/31/2019— (6)30 434 — — 464 27 
Pizza Hut IVRetailPinevilleKY12/31/2019— (6)137 337 — — 474 29 
Pizza Hut IVRetailRobinsonIL12/31/2019— (6)214 457 — — 671 47 
Pizza Hut IVRetailYadkinvilleNC12/31/2019— (6)143 446 — — 589 28 
F-80

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
StateAcquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Advance Auto IVRetailOconomowocWI1/2/2020— (1)344 949 — — 1,293 57 
IMTAA RetailReserveLA1/31/2020— (1)627 2,790 — — 3,417 170 
Pizza Hut IV RetailClintwoodVA3/4/2020— (6)29 478 — — 507 27 
Pizza Hut IV RetailSylvaNC3/4/2020— (6)289 374 — — 663 20 
DaVita III RetailHumbleTX3/5/2020— (7)313 2,025 — — 2,338 111 
American Car Center IRetailBirminghamAL3/10/2020— (6)494 655 — — 1,149 57 
American Car Center IRetailCharlestonSC3/10/2020— (6)526 187 — — 713 17 
American Car Center I RetailColumbiaSC3/10/2020— (6)1,842 3,491 — — 5,333 210 
American Car Center IRetailCordovaTN3/10/2020— (6)638 807 — — 1,445 53 
American Car Center IRetailJacksonMS3/10/2020— (6)928 918 — — 1,846 72 
American Car Center IRetailKnoxvilleTN3/10/2020— (6)488 527 — — 1,015 36 
American Car Center IRetailLawrencevilleGA3/10/2020— (6)181 261 — — 442 23 
American Car Center IRetailLouisvilleKY3/10/2020— (6)885 4,845 — — 5,730 256 
American Car Center IRetailMadisonTN3/10/2020— (6)419 317 — — 736 29 
American Car Center IRetailMariettaGA3/10/2020— (6)777 1,166 — — 1,943 63 
American Car Center IRetailPelhamAL3/10/2020— (6)1,298 1,410 — — 2,708 89 
American Car Center IRetailPensacolaFL3/10/2020— (6)944 576 — — 1,520 36 
American Car Center IRetailRiverdaleGA3/10/2020— (6)484 722 — — 1,206 53 
American Car Center IRetailSeminoleFL3/10/2020— (6)1,513 3,796 — — 5,309 269 
American Car Center IRetailSpringdaleAR3/10/2020— (6)195 843 — — 1,038 65 
American Car Center IRetailTupeloMS3/10/2020— (6)2,108 3,259 — — 5,367 211 
BJ's RetailMiddleburg HeightOH3/27/2020— (6)2,121 6,781 — — 8,902 324 
Mammoth RetailAustellGA3/31/2020— (6)500 2,254 — — 2,754 171 
MammothRetailDaltonGA3/31/2020— (6)496 2,772 — — 3,268 188 
MammothRetailMobileAL3/31/2020— (6)353 1,986 — — 2,339 126 
MammothRetailMurrayKY3/31/2020— (6)363 3,613 — — 3,976 217 
MammothRetailPaducahKY3/31/2020— (6)508 1,940 — — 2,448 139 
MammothRetailPaducahKY3/31/2020— (6)239 766 — — 1,005 44 
MammothRetailSpringvilleUT3/31/2020— (6)476 3,636 — — 4,112 198 
MammothRetailStockbridgeGA3/31/2020— (6)544 2,301 — — 2,845 139 
MammothRetailSuwaneeGA3/31/2020— (6)1,350 2,680 — — 4,030 179 
MammothRetailSpanish ForkUT4/2/2020— (6)670 4,943 — — 5,613 267 
MammothRetailLawrencevilleGA4/17/2020— (6)725 2,382 — — 3,107 147 
DaVita IV RetailFlintMI4/24/2020— (7)130 1,088 — — 1,218 49 
GPM RetailNilesMI7/1/2020— (6)262 599 — — 861 29 
O'Charley's RetailGainesvilleGA7/24/2020— (1)728 1,204 — — 1,932 56 
F-81

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
StateAcquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
O'Charley'sRetailShivelyKY7/24/2020— (1)637 1,318 — — 1,955 60 
GPMRetailAllendaleMI7/31/2020— (6)184 1,660 — — 1,844 65 
GPMRetailAlmaMI7/31/2020— (6)197 686 — — 883 43 
GPMRetailBay CityMI7/31/2020— (6)175 853 — — 1,028 47 
GPMRetailBig RapidsMI7/31/2020— (6)239 960 — — 1,199 46 
GPMRetailBig RapidsMI7/31/2020— (6)234 699 — — 933 36 
GPMRetailCaroMI7/31/2020— (6)256 613 — — 869 46 
GPMRetailChesaningMI7/31/2020— (6)774 639 — — 1,413 39 
GPMRetailCoopersvilleMI7/31/2020— (6)62 460 — — 522 23 
GPMRetailEast LansingMI7/31/2020— (6)259 338 — — 597 21 
GPMRetailEscanabaMI7/31/2020— (6)814 573 — — 1,387 28 
GPMRetailEssexvilleMI7/31/2020— (6)49 199 — — 248 15 
GPMRetailFlintMI7/31/2020— (6)274 407 — — 681 27 
GPMRetailGrand RapidsMI7/31/2020— (6)237 500 — — 737 41 
GPMRetailIoniaMI7/31/2020— (6)210 871 — — 1,081 49 
GPMRetailLansingMI7/31/2020— (6)270 1,005 — — 1,275 55 
GPMRetailLansingMI7/31/2020— (6)102 511 — — 613 33 
GPMRetailLowellMI7/31/2020— (6)213 1,297 — — 1,510 69 
GPMRetailMuskegonMI7/31/2020— (6)81 550 — — 631 31 
GPMRetailNilesMI7/31/2020— (6)421 445 — — 866 24 
GPMRetailPlainwellMI7/31/2020— (6)276 637 — — 913 34 
GPMRetailPortageMI7/31/2020— (6)125 616 — — 741 35 
GPMRetailSaginawMI7/31/2020— (6)367 833 — — 1,200 52 
GPMRetailSault Ste MarieMI7/31/2020— (6)193 563 — — 756 33 
GPMRetailSpring LakeMI7/31/2020— (6)206 1,394 — — 1,600 72 
GPMRetailWalkerMI7/31/2020— (6)430 508 — — 938 37 
GPMRetailWest LafayetteIN7/31/2020— (6)379 342 — — 721 22 
GPMRetailWhitehallMI7/31/2020— (6)146 368 — — 514 24 
GPMRetailWyomingMI7/31/2020— (6)160 638 — — 798 36 
GPMRetailWyomingMI7/31/2020— (6)95 562 — — 657 30 
IMTAA IIRetailGrand PrairieTX8/21/2020— (6)443 3,143 — — 3,586 131 
IMTAA IIRetailNew OrleansLA8/21/2020— (6)61 3,498 — — 3,559 135 
IMTAA IIRetailChickashaOK8/27/2020— (6)622 2,916 — — 3,538 125 
IMTAA IIRetailChickashaOK8/27/2020— (6)353 3,206 — — 3,559 125 
IMTAA IIRetailGulfportMS8/28/2020— (6)370 1,677 — — 2,047 93 
IMTAA IIRetailGulfportMS8/28/2020— (6)248 2,897 — — 3,145 121 
F-82

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
StateAcquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Fresenius IX RetailDadevilleAL11/19/2020— (7)504 1,164 — — 1,668 41 
Fresenius IXRetailJacksonAL11/19/2020— (7)851 1,383 — — 2,234 58 
Fresenius IXRetailNewtonMS11/19/2020— (6)235 2,954 — — 3,189 90 
Fresenius IXRetailPhiladelphiaMS11/19/2020— (7)335 2,512 — — 2,847 82 
Fresenius IXRetailPort GibsonMS11/19/2020— (6)190 1,132 — — 1,322 36 
Fresenius IXRetailTallasseeAL11/19/2020— (7)876 2,229 — — 3,105 72 
IMTAA II RetailAddisLA11/25/2020— (6)214 2,008 — — 2,222 58 
IMTAA II RetailPicayuneMS11/25/2020— (6)91 3,099 — — 3,190 91 
IMTAA II RetailLake CharlesLA12/4/2020— (6)273 2,002 — — 2,275 62 
IMTAA II RetailLake CharlesLA12/4/2020— (6)413 1,862 — — 2,275 65 
Kamla KaurRetailAlbionIL12/11/2020— (6)30 397 — — 427 18 
Kamla KaurRetailCentral CityIL12/11/2020— (6)295 2,246 — — 2,541 79 
Kamla KaurRetailCisneIL12/11/2020— (6)175 993 — — 1,168 37 
Kamla KaurRetailHarrisburgIL12/11/2020— (6)248 637 — — 885 34 
Kamla KaurRetailMetropolisIL12/11/2020— (6)264 839 — — 1,103 33 
Kamla KaurRetailPickneyvilleIL12/11/2020— (6)337 1,097 — — 1,434 41 
Kamla KaurRetailSalemIL12/11/2020— (6)59 207 — — 266 11 
Kamla KaurRetailStewardsonIL12/11/2020— (6)30 384 — — 414 17 
Kamla KaurRetailWayne CityIL12/11/2020— (6)61 1,041 — — 1,102 37 
Kamla KaurRetailXeniaIL12/11/2020— (6)39 376 — — 415 13 
Dialysis III RetailAndrewsSC12/17/2020— (6)72 694 — — 766 22 
Dialysis IIIRetailBatesburgSC12/17/2020— (6)72 1,127 — — 1,199 30 
Dialysis IIIRetailBishopvilleSC12/17/2020— (6)87 806 — — 893 27 
Dialysis IIIRetailCherawSC12/17/2020— (6)223 708 — — 931 18 
Dialysis IIIRetailFlorenceSC12/17/2020— (6)113 2,190 — 30 2,333 64 
Dialysis IIIRetailFlorenceSC12/17/2020— (6)120 898 — — 1,018 24 
Dialysis IIIRetailFlorenceSC12/17/2020— (6)144 2,641 — — 2,785 78 
Dialysis IIIRetailFort LawnSC12/17/2020— (6)119 1,640 — — 1,759 47 
Dialysis IIIRetailFountain InnSC12/17/2020— (6)131 921 — — 1,052 25 
Dialysis IIIRetailJohnsonvilleSC12/17/2020— (6)110 779 — — 889 28 
Dialysis IIIRetailKingstreeSC12/17/2020— (6)217 1,989 — — 2,206 62 
Dialysis IIIRetailLake CitySC12/17/2020— (6)80 1,228 — — 1,308 36 
Dialysis IIIRetailLugoffSC12/17/2020— (6)59 943 — — 1,002 28 
Dialysis IIIRetailManningSC12/17/2020— (6)121 888 — — 1,009 32 
Dialysis IIIRetailMyrtle BeachSC12/17/2020— (6)397 1,560 — 25 1,982 51 
F-83

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
StateAcquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
National Convenience DistributorsRetail Chicopee MA3/30/2021— (7)612 12,878 — — 13,490 249 
National Convenience DistributorsRetail Chicopee MA3/30/2021— (7)897 4,774 — — 5,671 110 
National Convenience DistributorsRetail Chicopee MA3/30/2021— (7)82 559 — — 641 13 
National Convenience DistributorsRetail Chicopee MA3/30/2021— (7)834 4,987 — — 5,821 101 
National Convenience DistributorsRetail Chicopee MA3/30/2021— (7)850 4,168 — — 5,018 83 
Advance Auto VI Retail Columbus OH3/31/2021— (6)130 1,007 — — 1,137 22 
Advance Auto VIRetail Sandusky MI3/31/2021— (6)40 1,231 — — 1,271 28 
Dollar General XXVII Retail Buffalo WV5/28/2021— (7)338 559 — — 897 
Dollar General XXVIIRetail Clendenin WV5/28/2021— (7)131 862 — — 993 13 
Dollar General XXVIIRetail Elizabeth WV5/28/2021— (7)226 790 — — 1,016 16 
Dollar General XXVIIRetail Gassaway WV5/28/2021— (7)263 618 — — 881 13 
Dollar General XXVIIRetail Glenville WV5/28/2021— (7)649 829 — — 1,478 15 
Dollar General XXVIIRetail Middlebourne WV5/28/2021— (7)227 421 — — 648 
Dollar General XXVIIRetail Mt. Hope WV5/28/2021— (7)718 1,004 — — 1,722 17 
Dollar General XXVIIRetail Parkersburg WV5/28/2021— (7)745 933 — — 1,678 18 
Dollar General XXVIIRetail Parkersburg WV5/28/2021— (7)700 888 — — 1,588 17 
Dollar General XXVIIRetail Pennsboro WV5/28/2021— (7)411 848 — — 1,259 17 
Dollar General XXVIIRetail Point Pleasant WV5/28/2021— (7)1,129 1,262 — — 2,391 23 
Dollar General XXVIIRetail Sophia WV5/28/2021— (7)451 973 — — 1,424 20 
Dollar General XXVIIRetail St. Mary's WV5/28/2021— (7)407 405 — — 812 
Dollar General XXVIIRetail Sutton WV5/28/2021— (7)218 454 — — 672 
Dollar General XXVIIRetail Vienna WV5/28/2021— (7)698 822 — — 1,520 14 
Pick N' Save Retail Franklin WI6/18/2021— (7)1,156 7,678 — — 8,834 106 
Dollar General XXVIIRetail New Haven WV6/24/2021— (7)384 490 — — 874 
Tidal Wave IRetail Camden SC7/1/2021— (7)202 4,234 — — 4,436 83 
Tidal Wave IRetail Columbus GA7/1/2021— (7)155 4,154 — — 4,309 81 
Tidal Wave IRetail Fayetteville NC7/1/2021— (7)684 3,605 — — 4,289 60 
Tidal Wave IRetail Guntersville AL7/1/2021— (7)655 3,822 — — 4,477 63 
Tidal Wave IRetail Hinesville GA7/1/2021— (7)1,052 3,403 — — 4,455 65 
Tidal Wave IRetail Macon GA7/1/2021— (7)299 3,988 — — 4,287 75 
Tidal Wave IRetail Marietta GA7/1/2021— (7)754 3,551 — — 4,305 69 
Tidal Wave IRetail Milledgeville GA7/1/2021— (7)328 3,991 — — 4,319 71 
Tidal Wave IRetail Moultrie GA7/1/2021— (7)599 3,876 — — 4,475 72 
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Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
StateAcquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Tidal Wave IRetail Overland Park KS7/1/2021— (7)1,038 3,191 — — 4,229 61 
Tidal Wave IRetail Warner Robins GA7/1/2021— (7)203 4,102 — — 4,305 86 
Imperial RelianceRetail Coffeyville KS7/13/2021— (6)724 327 — — 1,051 
Imperial RelianceRetail Coffeyville KS7/13/2021— (6)683 310 — — 993 
Aaron's II Retail DeRidder LA8/9/2021— (7)200 849 — — 1,049 11 
Aaron's IIRetail Buffalo NY8/20/2021— (6)203 672 — — 875 
Aaron's IIRetail Buffalo NY8/20/2021— (6)328 525 — — 853 
Aaron's IIRetail East Hartford CT8/20/2021— (6)431 325 — — 756 
Aaron's IIRetail Elmira NY8/20/2021— (7)164 524 — — 688 
Aaron's IIRetail Geneva NY8/20/2021— (7)99 556 — — 655 
Aaron's IIRetail Lawrence MA8/20/2021— (6)174 897 — — 1,071 
Aaron's IIRetail Presque Isle ME8/20/2021— 197 547 — — 744 
Aaron's IIRetail Rutland VT8/20/2021— 102 668 — — 770 
Aaron's IIRetail Springfield MA8/20/2021— (6)129 785 — — 914 
Aaron's IIRetail Syracuse NY8/20/2021— (7)279 266 — — 545 
Aaron's IIRetail Syracuse NY8/20/2021— 360 58 — — 418 
Aaron's IIRetail Tonawanda NY8/20/2021— (6)337 376 — — 713 
Aaron's IIRetail Waterbury CT8/20/2021— (6)199 895 — — 1,094 
Aaron's IIRetail Woonsocket RI8/20/2021— 457 262 — — 719 
Tidal Wave IRetail Mission KS8/31/2021— (7)165 5,195 — — 5,360 53 
Tidal Wave IRetail Pace FL8/31/2021— (7)1,392 3,996 — — 5,388 47 
Dollar General XXVII Retail Matewan WV9/15/2021— (7)82 446 — — 528 
Aaron's IIRetail Oxford ME9/30/2021— (7)416 478 — — 894 
Tidal Wave IRetail Kansas City KS10/8/2021— (7)472 4,931 — — 5,403 49 
Dialysis III Retail Marion SC12/23/2021— (7)129 1,317 — — 1,446 — 
Heritage I Retail Bellevue MI12/29/2021— (7)20 358 — — 378 — 
Heritage IRetail Cleveland OH12/29/2021— (7)50 517 — — 567 — 
Heritage IRetail Homer MI12/29/2021— (7)39 378 — — 417 — 
Heritage IRetail Louisville KY12/29/2021— (7)435 3,358 — — 3,793 — 
Heritage IRetail Marshall MI12/29/2021— (7)857 3,099 — — 3,956 — 
Fidelity I Retail Chillocothe MO12/30/2021— (7)59 2,738 — — 2,797 — 
Fidelity IRetail Columbus OH12/30/2021— (7)269 344 — — 613 — 
Fidelity IRetail Marion OH12/30/2021— (7)60 219 — — 279 — 
Fidelity IRetail Savannah GA12/30/2021— (7)348 502 — — 850 — 
Fidelity IRetail Savannah GA12/30/2021— (7)296 1,416 — — 1,712 — 
Fidelity IRetail Savannah GA12/30/2021— (7)1,028 999 — — 2,027 — 
F-85

Table of Contents
THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2021


(In thousands)
 Initial CostsSubsequent to Acquisition
Gross Amount Carried at
December 31, 2021 
[9] [10]
 
Property
Property Type
City
StateAcquisition
Date
Encumbrances at December 31, 2021LandBuilding and
Improvements
LandBuilding and
Improvements
Accumulated
Depreciation 
[11] [12]
Encumbrances allocated based on notes below1,503,717 
Total
  $1,503,717 $733,377 $2,726,334 $(4,329)$3,385 $3,458,767 $487,898 
  _________
(1)These properties collateralize the Column Financial Notes, which had $715.0 million outstanding as of December 31, 2021.
(2)These properties collateralize the Stop & Shop I mortgage note payable of $45.0 million as of December 31, 2021.
(3)These properties collateralize the Bob Evans I mortgage note payable of $22.8 million as of December 31, 2021.
(4)These properties collateralize the Mortgage Loan II, which had $210.0 million outstanding as of December 31, 2021.
(5)These properties collateralize the Mortgage Loan III, which had $33.4 million outstanding as of December 31, 2021.
(6)These properties collateralize the Net Lease Mortgage Notes, which had $477.5 million outstanding as of December 31, 2021.
(7)These properties are encumbered by the Credit Facility borrowings, if any, with no amounts outstanding as of December 31, 2021.
(8)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.
(9)Acquired intangible lease assets allocated to individual properties in the amount of $402.7 million are not reflected in the table above.
(10)The tax basis of aggregate land, buildings and improvements as of December 31, 2021 is $3.5 billion.
(11)The accumulated depreciation column excludes $166.8 million of accumulated amortization associated with acquired intangible lease assets.
(12)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.
(13)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 10 — Commitments and Contingencies for additional information.
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THE NECESSITY RETAIL REIT, INC.

Schedule III — Real Estate and Accumulated Depreciation — Part II
December 31, 2021


The following is a summary of activity for real estate and accumulated depreciation for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
 (In thousands)202120202019
Real estate investments, at cost: 
Balance at beginning of year$3,553,824 $3,367,374 $3,070,852 
Additions - acquisitions164,973 194,565 365,159 
Additions - improvements14,960 10,754 14,006 
Disposals(31,432)(7,059)(80,631)
Assets received through substitution— 3,887 — 
Assets provided through substitution— (2,787)— 
Impairment charges(33,261)(12,910)(699)
Reclassified to assets held for sale(210,297)— (1,313)
Balance at end of the year$3,458,767 $3,553,824 $3,367,374 
  
Accumulated depreciation: 
Balance at beginning of year$454,227 $369,450 $311,214 
Depreciation expense90,608 88,778 78,395 
Disposals(16,596)(3,089)(20,022)
Assets provided through substitution— (912)— 
Reclassified to assets held for sale (1)
(40,341)— (137)
Balance at end of the year$487,898 $454,227 $369,450 
(1)Excludes $29.7 million of reclassified accumulated amortization associated with acquired intangible lease assets.
F-87

EXHIBIT 3.3
THE NECESSITY RETAIL REIT, INC.
FIFTH AMENDED AND RESTATED BYLAWS
ARTICLE I
OFFICES
Section 1.     PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.
Section 2.     ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1.     PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.
Section 2.     ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.
    Section 3.     SPECIAL MEETINGS.
(a)General. Each of the chairman of the board, chief executive officer, president and Board of Directors may call a special meeting of stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set by the chairman of the board, chief executive officer, president or Board of Directors, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b)Stockholder-Requested Special Meetings.
(1)Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and



the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2)In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3)The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment
2


of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.
(4)In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than ninety (90) days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within thirty (30) days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5)If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting from time to time without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of
3


elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7)For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 4.     NOTICE. Not less than ten (10) nor more than ninety (90) days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.
Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or
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cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten (10) days prior to such date and otherwise in the manner set forth in this Section 4.
Section 5.     ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and, within each rank, in their order of seniority, the secretary or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretary and all assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment or appointed individuals, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results should be made; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with any rules of parliamentary procedure.
Section 6.     QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not
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more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally convened.
The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.
Section 7.     VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, entitles the holder thereof to cast one (1) vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.
Section 8.     PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by applicable law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven (11) months after its date unless otherwise provided in the proxy.
    Section 9.     VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation
registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or fiduciary’s name, either in person or by proxy.
Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.
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The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or appropriate. On receipt by the secretary of the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.
Section 10.     INSPECTORS. The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one (1) inspector acting at such meeting. If there is more than one (1) inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.
Section 11.     ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.
(a)Annual Meetings of Stockholders.
(1)Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), 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 this Section 11(a).

(2)For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the
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stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation 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 the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(3)Such stockholder’s notice shall set forth:

(i)as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act (including the Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(ii)as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom;
(iii)as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A)the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

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(B)the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person,
(C)whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six (6) months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any entity that was listed in the Peer Group in the Stock Performance Graph in the most recent annual report to security holders of the Corporation (a “Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company) and
(D)any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv)as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

(A)the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B)the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v)the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal; and

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(vi)to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business.

(4)Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by the Proposed Nominee (i) that such Proposed Nominee (a) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request by the stockholder providing the notice, and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded).

(5)Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6)For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting
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has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c)General.
(1)If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two (2) Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the Board of Directors, any such stockholder shall provide, within five (5) Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, and (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 11.

(2)Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting shall have the power to determine
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whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3)For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the United States Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with the United States Securities and Exchange Commission pursuant to the Exchange Act.

(4)Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the United States Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

(5)Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

    Section 12.     STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

    Section 13.     CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

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ARTICLE III
DIRECTORS
Section 1.     GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.
Section 2.     NUMBER, TENURE AND RESIGNATION. A majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than fifteen (15), and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.
    Section 3.     ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors without other notice than such resolution.

Section 4.     SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.
Section 5.     NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least twenty-four (24) hours prior to the meeting. Notice by United States mail shall be given at least three (3) days prior to the meeting. Notice by courier shall be given at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall
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be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.
Section 6.     QUORUM. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a specified group of directors is required for action, a quorum must also include a majority or such other percentage of such group.
The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.
Section 7.     VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.
Section 8.     ORGANIZATION. At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting shall act as secretary of the meeting.
Section 9.     TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.
    Section 10.     CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

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Section 11.     VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies.
Section 12.      COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.
Section 13.     RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.
Section 14.     RATIFICATION. The Board of Directors or the stockholders may ratify any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter and, if so ratified, such action or inaction shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any action or inaction questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.
    Section 15.     CERTAIN RIGHTS OF DIRECTORS AND OFFICERS. A director who is not also an officer of the Corporation shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director or officer, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests
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and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 16.     EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than twenty-four (24) hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV
COMMITTEES
Section 1.     NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members committees, composed of one (1) or more directors, to serve at the pleasure of the Board of Directors. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.
Section 2.     POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate in its sole and absolute discretion.
Section 3.     MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two (2) members of any committee (if there are at least two (2) members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. Each committee shall keep minutes of its proceedings.
Section 4.     TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.
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    Section 5.     CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6.     VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.
ARTICLE V
OFFICERS
Section 1.     GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or appropriate. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two (2) or more offices, except president and vice president, may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.
Section 2.     REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.
Section 3.     VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.
    Section 4.     CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board
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of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

    Section 5.     CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

    Section 6.     CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 7.     CHAIRMAN OF THE BOARD. The Board of Directors may designate from among its members a chairman of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairman of the board as an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board of Directors. The chairman of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.
Section 8.     PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 9.     VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one (1) vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one (1) or more vice presidents as executive vice president, senior vice president or vice president for particular areas of responsibility.
Section 10.     SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance
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with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.
Section 11.     TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation, keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.
The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.
    Section 12.     ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 13.     COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.
ARTICLE VI
CONTRACTS, CHECKS AND DEPOSITS
Section 1.     CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors and executed by an authorized person.
Section 2.     CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.
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Section 3.     DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer or any other officer designated by the Board of Directors may determine.
ARTICLE VII
STOCK
Section 1.     CERTIFICATES. Except as may be otherwise provided by the Board of Directors or any officer of the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no difference in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.
Section 2.     TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors or an officer of the Corporation that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, the Corporation shall provide to the record holders of such shares, to the extent then required by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates.
The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.
Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.
    Section 3.     REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors or an officer of the Corporation has determined that such certificates may be issued.
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Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.
Section 4.     FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of stockholders, not less than ten (10) days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.
When a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.
Section 5.     STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.
    Section 6.     FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional shares of stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may authorize the issuance of units consisting of different securities of the Corporation.

ARTICLE VIII
ACCOUNTING YEAR
The fiscal year of the Corporation shall end on December 31st of each calendar year, unless otherwise determined by the Board of Directors by a duly adopted resolution.
ARTICLE IX
DISTRIBUTIONS
Section 1.     AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.
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Section 2.     CONTINGENCIES. Before payment of any dividend or other distribution, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its sole discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.
ARTICLE X
INVESTMENT POLICY
Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.
ARTICLE XI
SEAL
Section 1.     SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.
Section 2.     AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.
ARTICLE XII
INDEMNIFICATION AND ADVANCE OF EXPENSES
To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation 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 or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, 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 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. The rights of a director or officer to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of such director or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The
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indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.
Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
ARTICLE XIII
WAIVER OF NOTICE
Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
ARTICLE XIV
EXCLUSIVE FORUM FOR CERTAIN LITIGATION
Unless the Corporation consents 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, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, 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 director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation or (ii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or these Bylaws, or (c) any other action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
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ARTICLE XV
AMENDMENT OF BYLAWS
The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.
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EXHIBIT 4.14
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 The Necessity Retail REIT, Inc. (formerly known as American Finance Trust, Inc.) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2021 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, 2021 and are incorporated by reference herein.
As used herein, the terms “Company,” “we,” “our” and “us” refer to The Necessity Retail REIT, 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, 2021, we had the following stock issued and outstanding: (i) 123,783,060 shares of Class A common stock, (ii) 7,933,711 shares of 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), and (iii) 4,594,498 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 “RTL,” our Series A Preferred Stock is listed on the Nasdaq under the symbol “RTLPP,” and our Series C Preferred Stock is listed on the Nasdaq under the symbol “RTLPO.” 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, 2021, 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.
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.
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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 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.
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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.
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
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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 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.
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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:
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
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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 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”).
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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.
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:
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the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and
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.
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.
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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 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.
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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.
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.
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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, 2021, 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, 2021, 11,536,000 shares of preferred stock were classified and designated as Series C Preferred Stock pursuant to our charter.
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
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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. 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
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
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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 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.
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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;
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
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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 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,
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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 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 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
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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.
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
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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.
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.
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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 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
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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 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.
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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.

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 The Necessity Retail REIT Operating Partnership, L.P. (formerly known as 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
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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:
the Company or any of its subsidiaries;
any employee benefit plan of the Company or any of its subsidiaries or the Company’s advisor, Necessity Retail Advisors, LLC (formerly known as 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)
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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 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
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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 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
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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 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:
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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 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
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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 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
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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 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.
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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 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.
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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.
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
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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 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.
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
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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.

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EXHIBIT 10.45
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
This First Amendment to Agreement of Purchase and Sale dated January 3, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021 (the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of American Finance Operating Partnership, L.P., a Delaware limited partnership (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
Recitals
A.    Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021 pursuant to Section 2.2(b) of the Agreement. As of December 31, 2021, Buyer had received a response from Title Company as to only 19 of the 79 Buyer’s Title Notices. As a result, Buyer is not in position to issues the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement.
B.    Seller and Buyer desire to extend the deadline for issuance of the Buyer’s Critical Title Notice and otherwise amend the Agreement as set forth below.

Amendment

1.Section 2.2(d) of the Agreement is hereby omitted in its entirety and the following substituted in lieu thereof:


(d)    If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than 5:00 p.m. (MST) on January 10, 2022, either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response (provided, in the event that Seller’s Critical Title Response is given or due to be given
First Amendment to Agreement of Purchase and Sale


fewer than five (5) Business Days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period), Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters.

2.     This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.

3.    Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed.




[Signature Pages Follow]

First Amendment to Agreement of Purchase and Sale


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

BUYER:
American Finance Operating Partnership, L.P.,
a Delaware limited partnership
By:     
Name: Michael Anderson
Title: Authorized Signatory
ARG SSSTRPA001, LLC,
a Delaware limited liability company
By:     
Name: Michael Anderson
Title: Authorized Signatory
ARG SMSHPPA001, LLC,
a Delaware limited liability company
By:     
Name: Michael Anderson
Title: Authorized Signatory
ARG CCCARPA001, LLC,
a Delaware limited liability company
By:     
Name: Michael Anderson
Title: Authorized Signatory
[BUYER SIGNATURE PAGE]

First Amendment to Agreement of Purchase and Sale


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.
SELLER:
COLE MT SAN JOSE CA, LP,
a Delaware limited partnership
By    Cole GP MT San Jose CA, LLC,
a Delaware limited liability company,
its General Partner
By:    CIM Real Estate Finance Management,
LLC, a Delaware limited liability
company, its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
COLE MT ALLEN PARK MI, LLC,
a Delaware limited liability company
By:    Cole REIT Management V, LLC,
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT ENID OK, LLC
VEREIT MT ELYRIA OH, LLC
COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC
VEREIT MT RALEIGH (SUMNER) NC, LLC,
each, a Delaware limited liability company

By:    CIM Income NAV Operating Partnership, LP,
    a Delaware limited partnership,
    their respective sole member

By: Cypress Merger Sub, LLC
    a Maryland limited liability company
    Its: General Partner

By:     
Name: Nathan DeBacker
Its: Vice President
First Amendment to Agreement of Purchase and Sale


COLE MT LOUDON TN, LLC

By:    Cypress Merger Sub, LLC,
    a Maryland limited liability company,
    its sole member
By:     
Name: Nathan DeBacker
Its: Vice President
ALL THE ENTITIES LISTED ON THE BALANCE OF THIS PAGE AND THE FOLLOWING PAGES,
each, a Delaware limited liability company
By:    CIM Real Estate Finance Management, LLC
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Title: Vice President
Cole MT Albany GA, LLC
ARCP MT Houston TX, LLC
Cole MT Beavercreek OH, LLC
Cole MT Schaumburg IL, LLC
ARCP MT Louisville KY, LLC
ARCP MT Rockford IL, LLC
ARCP MT Carlisle PA, LLC
Cole MT Albuquerque NM, LLC
Cole MT Coventry RI, LLC
ARCP MT Hagerstown MD, LLC
Cole MT Lafayette LA, LLC
Cole MT Plover WI, LLC
Cole MT Darien IL, LLC
Cole MT Decatur AL, LLC
Cole MT Derby KS, LLC
VEREIT MT Oshkosh WI, LLC
ARCP MT Austell GA, LLC
Cole MT Evergreen Park, IL, LLC
Cole DET Evergreen IL, LLC
Cole MT Brookfield WI, LLC
Cole MT Statesville NC, LLC
ARCP MT Glen Ellyn IL, LLC
ARCP MT Fort Wayne IN, LLC
ARCP MT Manitowoc WI, LLC
Cole MT Waxahachie TX, LLC
ARCP MT Houma LA, LLC
ARCP MT Lafayette IN, LLC
ARCP MT Lawton OK, LLC
VEREIT MT Salisbury MD, LLC
First Amendment to Agreement of Purchase and Sale


ARCP MT Columbus IN, LLC
ARCP MT Vienna WV, LLC
ARCP MT Muskegon MI, LLC
VEREIT MT Ashtabula OH, LLC
Cole MT Mobile AL, LLC
VEREIT MT Ashland KY, LLC
ARCP MT Morganton NC, LLC
Cole NR Tampa FL, LLC
Cole MT Reynoldsburg OH, LLC
VEREIT MT Owensboro KY, LLC
Stringtown South, LLC
ARCP MT Monroe LA, LLC
VEREIT MT Plainfield IL, LLC
Cole MT Albuquerque (San Mateo) NM, LLC
Cole MT Duncan SC, LLC
VEREIT MT Lady Lake FL, LLC
ARCP MT Shippensburg PA, LLC
ARCP MT Salina KS, LLC
ARCP MT Stroudsburg PA, LLC
ARCP MT Bowling Green KY, LLC
ARCP MT Abilene TX, LLC
ARCP MT Springfield IL, LLC
ARCP MT Springfield OH, LLC
ARCP MT Jefferson City MO, LLC
Cole MT Riverview FL, LLC
Cole MT Rocky Mount NC, LLC
Cole MT Columbia SC, LLC
Cole MT Marietta Ga, LLC
VEREIT MT Sturbridge MA, LLC
Cole MT Columbus OH, LLC
Cole MT Williamsburg VA, LLC
ARCP MT Hattiesburg MS, LLC
ARCP MT Mount Pleasant SC, LLC
ARCP MT Florence KY, LLC
Cole MT Marion IN, LLC
ARCP MT Albuquerque NM, LLC
Cole MT Newburgh NY, LLC
Cole MT Salisbury NC, LLC
Cole MT Salisbury (Wallace Commons II) NC, LLC
VEREIT MT Summerville SC, LLC
Cole MT Clarksville IN, LLC
Cole MT Jacksonville NC, LLC
Cole MT San Antonio (Highway 151) TX, LLC
ARCP MT Springfield MA, LLC
Cole AS Valdosta GA, LLC
Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

First Amendment to Agreement of Purchase and Sale

EXHIBIT 10.46
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
This Second Amendment to Agreement of Purchase and Sale dated January 10, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021 as amended by that certain First Amendment to Agreement of Purchase and Sale (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of American Finance Operating Partnership, L.P., a Delaware limited partnership (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
Recitals
A.    Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021 pursuant to Section 2.2(b) of the Agreement. As of January 14, 2022, Buyer had received a response from Title Company as to only 55 of the 79 Buyer’s Title Notices. As a result, Buyer is not in position to issues the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement.
B.    Seller and Buyer desire to extend the deadline for issuance of the Buyer’s Critical Title Notice and otherwise amend the Agreement as set forth below.

Amendment

1.Section 2.2(d) of the Agreement is hereby omitted in its entirety and the following substituted in lieu thereof:


(d)    If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than 5:00 p.m. (MST) on January 14, 2022, either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response
Second Amendment to Agreement of Purchase and Sale
49056452v1


(provided, in the event that Seller’s Critical Title Response is given or due to be given fewer than five (5) Business Days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period), Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters.

2.     This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.

3.    Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed.




[Signature Pages Follow]

Second Amendment to Agreement of Purchase and Sale
49056452v1


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

BUYER:
American Finance Operating Partnership, L.P.,
a Delaware limited partnership
By:     
Name:     
Title:     
ARG SSSTRPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG SMSHPPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG CCCARPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
[BUYER SIGNATURE PAGE]

Second Amendment to Agreement of Purchase and Sale
49056452v1


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.
SELLER:
COLE MT SAN JOSE CA, LP,
a Delaware limited partnership
By    Cole GP MT San Jose CA, LLC,
a Delaware limited liability company,
its General Partner
By:    CIM Real Estate Finance Management,
LLC, a Delaware limited liability
company, its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
COLE MT ALLEN PARK MI, LLC,
a Delaware limited liability company
By:    Cole REIT Management V, LLC,
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT ENID OK, LLC
VEREIT MT ELYRIA OH, LLC
COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC
VEREIT MT RALEIGH (SUMNER) NC, LLC,
each, a Delaware limited liability company

By:    CIM Income NAV Operating Partnership, LP,
    a Delaware limited partnership,
    their respective sole member

By: Cypress Merger Sub, LLC
    a Maryland limited liability company
    Its: General Partner

By:     
Name: Nathan DeBacker
Its: Vice President
Second Amendment to Agreement of Purchase and Sale
49056452v1


COLE MT LOUDON TN, LLC

By:    Cypress Merger Sub, LLC,
    a Maryland limited liability company,
    its sole member
By:     
Name: Nathan DeBacker
Its: Vice President
ALL THE ENTITIES LISTED ON THE BALANCE OF THIS PAGE AND THE FOLLOWING PAGES,
each, a Delaware limited liability company
By:    CIM Real Estate Finance Management, LLC
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Title: Vice President
Cole MT Albany GA, LLC
ARCP MT Houston TX, LLC
Cole MT Beavercreek OH, LLC
Cole MT Schaumburg IL, LLC
ARCP MT Louisville KY, LLC
ARCP MT Rockford IL, LLC
ARCP MT Carlisle PA, LLC
Cole MT Albuquerque NM, LLC
Cole MT Coventry RI, LLC
ARCP MT Hagerstown MD, LLC
Cole MT Lafayette LA, LLC
Cole MT Plover WI, LLC
Cole MT Darien IL, LLC
Cole MT Decatur AL, LLC
Cole MT Derby KS, LLC
VEREIT MT Oshkosh WI, LLC
ARCP MT Austell GA, LLC
Cole MT Evergreen Park, IL, LLC
Cole DET Evergreen IL, LLC
Cole MT Brookfield WI, LLC
Cole MT Statesville NC, LLC
ARCP MT Glen Ellyn IL, LLC
ARCP MT Fort Wayne IN, LLC
ARCP MT Manitowoc WI, LLC
Cole MT Waxahachie TX, LLC
ARCP MT Houma LA, LLC
ARCP MT Lafayette IN, LLC
ARCP MT Lawton OK, LLC
VEREIT MT Salisbury MD, LLC
Second Amendment to Agreement of Purchase and Sale
49056452v1


ARCP MT Columbus IN, LLC
ARCP MT Vienna WV, LLC
ARCP MT Muskegon MI, LLC
VEREIT MT Ashtabula OH, LLC
Cole MT Mobile AL, LLC
VEREIT MT Ashland KY, LLC
ARCP MT Morganton NC, LLC
Cole NR Tampa FL, LLC
Cole MT Reynoldsburg OH, LLC
VEREIT MT Owensboro KY, LLC
Stringtown South, LLC
ARCP MT Monroe LA, LLC
VEREIT MT Plainfield IL, LLC
Cole MT Albuquerque (San Mateo) NM, LLC
Cole MT Duncan SC, LLC
VEREIT MT Lady Lake FL, LLC
ARCP MT Shippensburg PA, LLC
ARCP MT Salina KS, LLC
ARCP MT Stroudsburg PA, LLC
ARCP MT Bowling Green KY, LLC
ARCP MT Abilene TX, LLC
ARCP MT Springfield IL, LLC
ARCP MT Springfield OH, LLC
ARCP MT Jefferson City MO, LLC
Cole MT Riverview FL, LLC
Cole MT Rocky Mount NC, LLC
Cole MT Columbia SC, LLC
Cole MT Marietta Ga, LLC
VEREIT MT Sturbridge MA, LLC
Cole MT Columbus OH, LLC
Cole MT Williamsburg VA, LLC
ARCP MT Hattiesburg MS, LLC
ARCP MT Mount Pleasant SC, LLC
ARCP MT Florence KY, LLC
Cole MT Marion IN, LLC
ARCP MT Albuquerque NM, LLC
Cole MT Newburgh NY, LLC
Cole MT Salisbury NC, LLC
Cole MT Salisbury (Wallace Commons II) NC, LLC
VEREIT MT Summerville SC, LLC
Cole MT Clarksville IN, LLC
Cole MT Jacksonville NC, LLC
Cole MT San Antonio (Highway 151) TX, LLC
ARCP MT Springfield MA, LLC
Cole AS Valdosta GA, LLC
Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

Second Amendment to Agreement of Purchase and Sale
49056452v1

EXHIBIT 10.47
THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
This Third Amendment to Agreement of Purchase and Sale dated January 14, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, and as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of American Finance Operating Partnership, L.P., a Delaware limited partnership (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
Recitals
A.    Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021, and two (2) Buyer’s Title Notices on January 11, 2022, pursuant to Section 2.2(b) of the Agreement. As of January 14, 2022, Buyer had received a response from Title Company as to only 60 of the 81 Buyer’s Title Notices. As a result, Buyer is not in position to issues the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement.
B.    Seller and Buyer desire to extend the deadline for issuance of the Buyer’s Critical Title Notice and otherwise amend the Agreement as set forth below.

Amendment

1.Section 2.2(d) of the Agreement is hereby omitted in its entirety and the following substituted in lieu thereof:


(d)    If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than 5:00 p.m. (MST) on January 19, 2022, either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to
Second Amendment to Agreement of Purchase and Sale
49126031v1


Seller within five (5) Business Days after receiving Seller’s Critical Title Response (provided, in the event that Seller’s Critical Title Response is given or due to be given fewer than five (5) Business Days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period), Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters.

2.     This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.

3.    Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed.




[Signature Pages Follow]

Second Amendment to Agreement of Purchase and Sale
49126031v1


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

BUYER:
American Finance Operating Partnership, L.P.,
a Delaware limited partnership
By:     
Name:     
Title:     
ARG SSSTRPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG SMSHPPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG CCCARPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
[BUYER SIGNATURE PAGE]

Second Amendment to Agreement of Purchase and Sale
49126031v1


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.
SELLER:
COLE MT SAN JOSE CA, LP,
a Delaware limited partnership
By    Cole GP MT San Jose CA, LLC,
a Delaware limited liability company,
its General Partner
By:    CIM Real Estate Finance Management,
LLC, a Delaware limited liability
company, its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
COLE MT ALLEN PARK MI, LLC,
a Delaware limited liability company
By:    Cole REIT Management V, LLC,
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT ENID OK, LLC
VEREIT MT ELYRIA OH, LLC
COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC
VEREIT MT RALEIGH (SUMNER) NC, LLC,
each, a Delaware limited liability company

By:    CIM Income NAV Operating Partnership, LP,
    a Delaware limited partnership,
    their respective sole member

By: Cypress Merger Sub, LLC
    a Maryland limited liability company
    Its: General Partner

By:     
Name: Nathan DeBacker
Its: Vice President
Second Amendment to Agreement of Purchase and Sale
49126031v1


COLE MT LOUDON TN, LLC

By:    Cypress Merger Sub, LLC,
    a Maryland limited liability company,
    its sole member
By:     
Name: Nathan DeBacker
Its: Vice President
ALL THE ENTITIES LISTED ON THE BALANCE OF THIS PAGE AND THE FOLLOWING PAGES,
each, a Delaware limited liability company
By:    CIM Real Estate Finance Management, LLC
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Title: Vice President
Cole MT Albany GA, LLC
ARCP MT Houston TX, LLC
Cole MT Beavercreek OH, LLC
Cole MT Schaumburg IL, LLC
ARCP MT Louisville KY, LLC
ARCP MT Rockford IL, LLC
ARCP MT Carlisle PA, LLC
Cole MT Albuquerque NM, LLC
Cole MT Coventry RI, LLC
ARCP MT Hagerstown MD, LLC
Cole MT Lafayette LA, LLC
Cole MT Plover WI, LLC
Cole MT Darien IL, LLC
Cole MT Decatur AL, LLC
Cole MT Derby KS, LLC
VEREIT MT Oshkosh WI, LLC
ARCP MT Austell GA, LLC
Cole MT Evergreen Park, IL, LLC
Cole DET Evergreen IL, LLC
Cole MT Brookfield WI, LLC
Cole MT Statesville NC, LLC
ARCP MT Glen Ellyn IL, LLC
ARCP MT Fort Wayne IN, LLC
ARCP MT Manitowoc WI, LLC
Cole MT Waxahachie TX, LLC
ARCP MT Houma LA, LLC
ARCP MT Lafayette IN, LLC
ARCP MT Lawton OK, LLC
VEREIT MT Salisbury MD, LLC
Second Amendment to Agreement of Purchase and Sale
49126031v1


ARCP MT Columbus IN, LLC
ARCP MT Vienna WV, LLC
ARCP MT Muskegon MI, LLC
VEREIT MT Ashtabula OH, LLC
Cole MT Mobile AL, LLC
VEREIT MT Ashland KY, LLC
ARCP MT Morganton NC, LLC
Cole NR Tampa FL, LLC
Cole MT Reynoldsburg OH, LLC
VEREIT MT Owensboro KY, LLC
Stringtown South, LLC
ARCP MT Monroe LA, LLC
VEREIT MT Plainfield IL, LLC
Cole MT Albuquerque (San Mateo) NM, LLC
Cole MT Duncan SC, LLC
VEREIT MT Lady Lake FL, LLC
ARCP MT Shippensburg PA, LLC
ARCP MT Salina KS, LLC
ARCP MT Stroudsburg PA, LLC
ARCP MT Bowling Green KY, LLC
ARCP MT Abilene TX, LLC
ARCP MT Springfield IL, LLC
ARCP MT Springfield OH, LLC
ARCP MT Jefferson City MO, LLC
Cole MT Riverview FL, LLC
Cole MT Rocky Mount NC, LLC
Cole MT Columbia SC, LLC
Cole MT Marietta Ga, LLC
VEREIT MT Sturbridge MA, LLC
Cole MT Columbus OH, LLC
Cole MT Williamsburg VA, LLC
ARCP MT Hattiesburg MS, LLC
ARCP MT Mount Pleasant SC, LLC
ARCP MT Florence KY, LLC
Cole MT Marion IN, LLC
ARCP MT Albuquerque NM, LLC
Cole MT Newburgh NY, LLC
Cole MT Salisbury NC, LLC
Cole MT Salisbury (Wallace Commons II) NC, LLC
VEREIT MT Summerville SC, LLC
Cole MT Clarksville IN, LLC
Cole MT Jacksonville NC, LLC
Cole MT San Antonio (Highway 151) TX, LLC
ARCP MT Springfield MA, LLC
Cole AS Valdosta GA, LLC
Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

Second Amendment to Agreement of Purchase and Sale
49126031v1

EXHIBIT 10.48
FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
This Fourth Amendment to Agreement of Purchase and Sale dated January 19, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022, and as further amended by that certain Third Amendment to Agreement of Purchase and Sale dated January 14, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of American Finance Operating Partnership, L.P., a Delaware limited partnership (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
Recitals
A.    Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021, and two (2) Buyer’s Title Notices on January 11, 2022, pursuant to Section 2.2(b) of the Agreement. As of January 19, 2022, Buyer had received a response from Title Company as to 73 of the 81 Buyer’s Title Notices. As a result, Buyer is not in position to issue the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement.
B.    Seller and Buyer desire to extend the deadline for issuance of the Buyer’s Critical Title Notice and otherwise amend the Agreement as set forth below.

Amendment

1.Section 2.2(d) of the Agreement is hereby omitted in its entirety and the following substituted in lieu thereof:


(d)    If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than 5:00 p.m. (MST) on January 21, 2022, either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the
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Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response (provided, in the event that Seller’s Critical Title Response is given or due to be given fewer than five (5) Business Days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period), Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters.

2.     A scrivener’s error existed in the signature block for Selling Entity ARCP MT Bowling Green KY, LLC (“ARCP MT Bowling Green”). Such signature block is corrected in this Amendment and, by executing this Amendment, ARCP MT Bowling Green hereby ratifies and confirms the Agreement, as amended by this Amendment.

3.    This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.

4.    Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed.


[Signature Pages Follow]

Fourth Amendment to Agreement of Purchase and Sale
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IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

BUYER:
American Finance Operating Partnership, L.P.,
a Delaware limited partnership
By:     
Name:     
Title:     
ARG SSSTRPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG SMSHPPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG CCCARPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
[BUYER SIGNATURE PAGE]

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IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.
SELLER:
COLE MT SAN JOSE CA, LP,
a Delaware limited partnership
By    Cole GP MT San Jose CA, LLC,
a Delaware limited liability company,
its General Partner
By:    CIM Real Estate Finance Management,
LLC, a Delaware limited liability
company, its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
COLE MT ALLEN PARK MI, LLC,
a Delaware limited liability company
By:    Cole REIT Management V, LLC,
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT ENID OK, LLC
VEREIT MT ELYRIA OH, LLC
COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC
VEREIT MT RALEIGH (SUMNER) NC, LLC,
each, a Delaware limited liability company

By:    CIM Income NAV Operating Partnership, LP,
    a Delaware limited partnership,
    their respective sole member

By: Cypress Merger Sub, LLC
    a Maryland limited liability company
    Its: General Partner

By:     
Name: Nathan DeBacker
Its: Vice President
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COLE MT LOUDON TN, LLC

By:    Cypress Merger Sub, LLC,
    a Maryland limited liability company,
    its sole member
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT BOWLING GREEN KY, LLC
By:    Cole REIT Management V, LLC
    a Delaware limited liability company,
    its Manager

By:     
Name: Nathan DeBacker
Its: Vice President

ALL THE ENTITIES LISTED ON THE BALANCE OF THIS PAGE AND THE FOLLOWING PAGES,
each, a Delaware limited liability company
By:    CIM Real Estate Finance Management, LLC
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Title: Vice President
Cole MT Albany GA, LLC
ARCP MT Houston TX, LLC
Cole MT Beavercreek OH, LLC
Cole MT Schaumburg IL, LLC
ARCP MT Louisville KY, LLC
ARCP MT Rockford IL, LLC
ARCP MT Carlisle PA, LLC
Cole MT Albuquerque NM, LLC
Cole MT Coventry RI, LLC
ARCP MT Hagerstown MD, LLC
Cole MT Lafayette LA, LLC
Cole MT Plover WI, LLC
Cole MT Darien IL, LLC
Cole MT Decatur AL, LLC
Cole MT Derby KS, LLC
VEREIT MT Oshkosh WI, LLC
ARCP MT Austell GA, LLC
Cole MT Evergreen Park, IL, LLC
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Cole DET Evergreen IL, LLC
Cole MT Brookfield WI, LLC
Cole MT Statesville NC, LLC
ARCP MT Glen Ellyn IL, LLC
ARCP MT Fort Wayne IN, LLC
ARCP MT Manitowoc WI, LLC
Cole MT Waxahachie TX, LLC
ARCP MT Houma LA, LLC
ARCP MT Lafayette IN, LLC
ARCP MT Lawton OK, LLC
VEREIT MT Salisbury MD, LLC
ARCP MT Columbus IN, LLC
ARCP MT Vienna WV, LLC
ARCP MT Muskegon MI, LLC
VEREIT MT Ashtabula OH, LLC
Cole MT Mobile AL, LLC
VEREIT MT Ashland KY, LLC
ARCP MT Morganton NC, LLC
Cole NR Tampa FL, LLC
Cole MT Reynoldsburg OH, LLC
VEREIT MT Owensboro KY, LLC
Stringtown South, LLC
ARCP MT Monroe LA, LLC
VEREIT MT Plainfield IL, LLC
Cole MT Albuquerque (San Mateo) NM, LLC
Cole MT Duncan SC, LLC
VEREIT MT Lady Lake FL, LLC
ARCP MT Shippensburg PA, LLC
ARCP MT Salina KS, LLC
ARCP MT Stroudsburg PA, LLC
ARCP MT Abilene TX, LLC
ARCP MT Springfield IL, LLC
ARCP MT Springfield OH, LLC
ARCP MT Jefferson City MO, LLC
Cole MT Riverview FL, LLC
Cole MT Rocky Mount NC, LLC
Cole MT Columbia SC, LLC
Cole MT Marietta Ga, LLC
VEREIT MT Sturbridge MA, LLC
Cole MT Columbus OH, LLC
Cole MT Williamsburg VA, LLC
ARCP MT Hattiesburg MS, LLC
ARCP MT Mount Pleasant SC, LLC
ARCP MT Florence KY, LLC
Cole MT Marion IN, LLC
ARCP MT Albuquerque NM, LLC
Cole MT Newburgh NY, LLC
Cole MT Salisbury NC, LLC
Cole MT Salisbury (Wallace Commons II) NC, LLC
VEREIT MT Summerville SC, LLC
Cole MT Clarksville IN, LLC
Cole MT Jacksonville NC, LLC
Cole MT San Antonio (Highway 151) TX, LLC
ARCP MT Springfield MA, LLC
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Cole AS Valdosta GA, LLC
Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

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EXHIBIT 10.49
FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
This Fifth Amendment to Agreement of Purchase and Sale dated January 21, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022, as further amended by that certain Third Amendment to Agreement of Purchase and Sale dated January 14, 2022, and as further amended by that certain Fourth Amendment to Agreement of Purchase and Sale dated January 19, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of American Finance Operating Partnership, L.P., a Delaware limited partnership (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
Recitals
A.    Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021, and two (2) Buyer’s Title Notices on January 11, 2022, pursuant to Section 2.2(b) of the Agreement. As of January 21, 2022, Buyer had received no response or an incomplete response from Title Company as to a number of Buyer’s Title Notices. As a result, Buyer is not in position to issue the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement as to all Sites.
B.    Seller and Buyer desire to extend the deadline for issuance of the Buyer’s Critical Title Notice and otherwise amend the Agreement as set forth below.

Amendment

1.Section 2.2(d) of the Agreement is hereby omitted in its entirety and the following substituted in lieu thereof:


(d)    If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, (x) as to the Sites listed on the attached Schedule 2.2(x), by a written notice given to Seller not later than 5:00 p.m. (MST) on January 21, 2022, (y) as to the Sites listed on the attached Schedule 2.2(y), by a written notice given to Seller not later than 5:00 p.m. (MST) on January 28, 2022, and (z) as to the Sites listed on the attached Schedule 2.2(z), by a written notice given to Seller not later than 5:00 p.m. (MST) on February 4, 2022, either (1) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (2) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (1)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (each such notice, a “Buyer’s Critical Title
Fifth Amendment to Agreement of Purchase and Sale
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Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving each Buyer’s Critical Title Notice (each, a “Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in such Seller’s Critical Title Response, some or all of the Title Objection Matters in the applicable Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in the applicable Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving any Seller’s Critical Title Response (provided, in the event that any Seller’s Critical Title Response is given or due to be given fewer than five (5) Business Days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period), Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters.

2.     This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.

3.    Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed.


[Signature Pages Follow]

Fifth Amendment to Agreement of Purchase and Sale
49198267v1


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

BUYER:
American Finance Operating Partnership, L.P.,
a Delaware limited partnership
By:     
Name:     
Title:     
ARG SSSTRPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG SMSHPPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG CCCARPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
[BUYER SIGNATURE PAGE]

Fifth Amendment to Agreement of Purchase and Sale
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IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.
SELLER:
COLE MT SAN JOSE CA, LP,
a Delaware limited partnership
By    Cole GP MT San Jose CA, LLC,
a Delaware limited liability company,
its General Partner
By:    CIM Real Estate Finance Management,
LLC, a Delaware limited liability
company, its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
COLE MT ALLEN PARK MI, LLC,
a Delaware limited liability company
By:    Cole REIT Management V, LLC,
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT ENID OK, LLC
VEREIT MT ELYRIA OH, LLC
COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC
VEREIT MT RALEIGH (SUMNER) NC, LLC,
each, a Delaware limited liability company

By:    CIM Income NAV Operating Partnership, LP,
    a Delaware limited partnership,
    their respective sole member

By: Cypress Merger Sub, LLC
    a Maryland limited liability company
    Its: General Partner

By:     
Name: Nathan DeBacker
Its: Vice President
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COLE MT LOUDON TN, LLC

By:    Cypress Merger Sub, LLC,
    a Maryland limited liability company,
    its sole member
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT BOWLING GREEN KY, LLC
By:    Cole REIT Management V, LLC
    a Delaware limited liability company,
    its Manager

By:     
Name: Nathan DeBacker
Its: Vice President

ALL THE ENTITIES LISTED ON THE BALANCE OF THIS PAGE AND THE FOLLOWING PAGES,
each, a Delaware limited liability company
By:    CIM Real Estate Finance Management, LLC
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Title: Vice President
Cole MT Albany GA, LLC
ARCP MT Houston TX, LLC
Cole MT Beavercreek OH, LLC
Cole MT Schaumburg IL, LLC
ARCP MT Louisville KY, LLC
ARCP MT Rockford IL, LLC
ARCP MT Carlisle PA, LLC
Cole MT Albuquerque NM, LLC
Cole MT Coventry RI, LLC
ARCP MT Hagerstown MD, LLC
Cole MT Lafayette LA, LLC
Cole MT Plover WI, LLC
Cole MT Darien IL, LLC
Cole MT Decatur AL, LLC
Cole MT Derby KS, LLC
VEREIT MT Oshkosh WI, LLC
ARCP MT Austell GA, LLC
Cole MT Evergreen Park, IL, LLC
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Cole DET Evergreen IL, LLC
Cole MT Brookfield WI, LLC
Cole MT Statesville NC, LLC
ARCP MT Glen Ellyn IL, LLC
ARCP MT Fort Wayne IN, LLC
ARCP MT Manitowoc WI, LLC
Cole MT Waxahachie TX, LLC
ARCP MT Houma LA, LLC
ARCP MT Lafayette IN, LLC
ARCP MT Lawton OK, LLC
VEREIT MT Salisbury MD, LLC
ARCP MT Columbus IN, LLC
ARCP MT Vienna WV, LLC
ARCP MT Muskegon MI, LLC
VEREIT MT Ashtabula OH, LLC
Cole MT Mobile AL, LLC
VEREIT MT Ashland KY, LLC
ARCP MT Morganton NC, LLC
Cole NR Tampa FL, LLC
Cole MT Reynoldsburg OH, LLC
VEREIT MT Owensboro KY, LLC
Stringtown South, LLC
ARCP MT Monroe LA, LLC
VEREIT MT Plainfield IL, LLC
Cole MT Albuquerque (San Mateo) NM, LLC
Cole MT Duncan SC, LLC
VEREIT MT Lady Lake FL, LLC
ARCP MT Shippensburg PA, LLC
ARCP MT Salina KS, LLC
ARCP MT Stroudsburg PA, LLC
ARCP MT Abilene TX, LLC
ARCP MT Springfield IL, LLC
ARCP MT Springfield OH, LLC
ARCP MT Jefferson City MO, LLC
Cole MT Riverview FL, LLC
Cole MT Rocky Mount NC, LLC
Cole MT Columbia SC, LLC
Cole MT Marietta Ga, LLC
VEREIT MT Sturbridge MA, LLC
Cole MT Columbus OH, LLC
Cole MT Williamsburg VA, LLC
ARCP MT Hattiesburg MS, LLC
ARCP MT Mount Pleasant SC, LLC
ARCP MT Florence KY, LLC
Cole MT Marion IN, LLC
ARCP MT Albuquerque NM, LLC
Cole MT Newburgh NY, LLC
Cole MT Salisbury NC, LLC
Cole MT Salisbury (Wallace Commons II) NC, LLC
VEREIT MT Summerville SC, LLC
Cole MT Clarksville IN, LLC
Cole MT Jacksonville NC, LLC
Cole MT San Antonio (Highway 151) TX, LLC
ARCP MT Springfield MA, LLC
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Cole AS Valdosta GA, LLC
Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

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SCHEDULE 2.2(x)

Carlisle Crossing
Crossroads Annex
Fourth Creek Landing
FreshThyme & DSW
Lafayette Pavilion
Market at Clifty Crossing
Mattress Firm & Aspen Dental
Mattress Firm & Five Guys
Mattress Firm & Panera Bread
Pecanland Plaza
Shippensburg Marketplace
Target Center
Tellico Village

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SCHEDULE 2.2(y)

Beaver Creek Shopping Center
Blankenbaker Plaza
Brynwood Square
Cottonwood Commons
Crosspoint Shopping Center
Crossroads Commons
Darien Towne Centre
Derby Marketplace
Dick's PetSmart Center
Enid Crossing (and Detention Pond Parcel)
Evergreen Marketplace
Fairlane Green II
Fountain Square
Houma Crossing
Lawton Marketplace
Lord Salisbury
Mattress Firm & Kay Jewelers
McGowin Park
Melody Mountain
Nordstrom Rack FL-Tampa
North Lake Square
Owensboro Town Center
PetSmart & Old Navy
Plainfield Marketplace
Plaza San Mateo
Rolling Acres
Shoe Carnival & Buffalo Wild Wings
Shoppes at Stroud
Shoppes of Gary Farms
Shops at Abilene
Southwest Plaza
Summerfield Crossing
Sutters Creek
The Center at Hobbs Brook
The Market at Polaris
Triangle Town Place
Turfway Crossing
University Marketplace
Ventura Place
Wallace Commons II
Western Crossing
Westover Market

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SCHEDULE 2.2(z)

The Plant
The Marquis
HEB Center
Decatur Commons
Walgreens & Key Bank
Coventry Crossing
Bed, Bath & Beyond & Golfsmith
Waterford Park South
Stoneridge Village
Springfield Commons
Fresh Market Center
Harbour Town Center
Parkway Centre South
Poplar Springs
Albany Square
East West Commons
Morganton Heights
The Ridge at Turtle Creek
Tire Kingdom & Starbucks
Wal-Mart Neighborhood Market
Wallace Commons
Walgreens – Hunstville
Academy Sports – Valdosta
Almeda Crossing
Boston Commons
Terrell Mill Village

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EXHIBIT 10.50
February 9, 2022


Mr. Michael Anderson
American Finance Operating Partnership, L.P.
ARG SSSTRPA001, LLC
ARG SMSHPPA001, LLC
ARG CCCARPA001, LLC
c/o American Finance Trust, Inc.
650 Fifth Ave., 30th Floor
New York, NY 10019

Re:     Earnout Leasing Activities under that certain Agreement of Purchase and Sale dated December 17, 2021 (as amended from time to time, the “Agreement”)

Dear Michael:

    The undersigned parties are, collectively, the Seller under the Agreement. The addressees of this letter are, collectively, the Buyer under the Agreement. All capitalized terms used in this letter agreement not otherwise defined herein shall have the meaning ascribed thereto in the Agreement.

Pursuant to Section 3.7 of the Agreement, Seller has agreed to undertake certain leasing activities with respect to the Property prior to Closing and, as to each New Lease executed in accordance with Section 3.7, the Allocated Purchase Price paid at the applicable Closing shall be increased as more particularly set forth in said Section 3.7.

Pursuant to Section 3.8 of the Agreement, Seller has agreed to undertake certain leasing activities on behalf of Buyer and the Property after Closing and, as to each Earnout Lease delivered by Seller to Buyer, Buyer shall pay to Seller the Earnout Amount as more particularly set forth in said Section 3.8. This letter agreement amends and supplements the terms and provisions of Sections 3.6, 3.7 and 3.8 of the Agreement with respect to the matters described herein.

    For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1.Intentionally omitted.
2.As to the process by which New Leases are to be negotiated by Seller and certain Affiliates of Seller, including, without limitation, CREI Advisors, LLC, an Arizona limited liability company, its designated broker, Seller and Buyer agree that:
a.In the event Seller seeks Buyer’s consent (i) to a key deal term that is not consistent with market rents, concessions or term for properties similar to the applicable Site in the metropolitan statistical area in which the applicable Site is located, or (ii) for a change requested by the applicable Tenant that is, or may not be, commercially reasonable, Buyer shall provide its written response within five (5) days of its receipt of such request and may not unreasonably withhold or condition its consent. Any refusal or condition shall articulate with reasonable specificity the reason(s) therefore and likewise identify alternative provisions that would be acceptable to Buyer. In the event any such request is made by Seller prior to the Closing of the applicable Site, Buyer does not timely provide its written response in accordance with this clause (a) and such delay by Buyer results in such proposed New Lease not being executed by Seller prior to such Closing, such






Mr. Michael Anderson
February 9, 2022    
Page 2


proposed New Lease shall automatically be deemed listed on the updated Pipeline List required to be delivered by Seller to Buyer prior to the applicable Closing and the Earnout Period shall be extended as to such New Lease on a day-for-day period equal to the number of days Buyer was delinquent in providing its written response. Similarly, in the event any such request is made by Seller after the Closing of the applicable Site and Buyer does not timely provide its written response in accordance with this clause (a), the Earnout Period shall be extended as to such New Lease on a day-for-day period equal to the number of days Buyer was delinquent in providing its written response.
b.Nothing contained herein shall be deemed to modify any restrictions imposed by the terms and conditions of the Agreement on Seller’s leasing activities before or after Closing. After Closing, as to matters identified in the Pipeline List required to be delivered to Buyer prior to the applicable Closing, Seller shall control leasing negotiations as if it were still the owner of the applicable Site; provided, that (for the avoidance of doubt) Seller shall not have the right to negotiate or enter into any contracts, permits, licenses or other agreements, other than those leases on the Pipeline List, regardless of whether such other contract, permit, license or other agreement may impact one or more provisions of such leases (including, for example, contracts pertaining to architecture, design and construction matters and permitting). In the event Seller seeks Buyer’s consent to any matter pertaining to leasing activities during the Earnout Period or requires input from Buyer as to related permitting, architecture, design and/or construction matters, Buyer shall provide its written response within five (5) days of its receipt of such request and, to the extent consent is requested, may not unreasonably withhold or condition its consent. Any refusal or condition shall articulate with reasonable specificity the reason(s) therefore and likewise identify alternative provisions that would be acceptable to Buyer. The provisions applicable to delay set forth in subparagraph (a) above shall apply in the event of delay under this subparagraph (b). Buyer’s representatives shall be invited by Seller to participate in any call with any prospective Tenant or Governmental Authority with jurisdiction over the applicable Site, shall be invited to any in-person meeting with any prospective Tenant or Governmental Authority with jurisdiction over the applicable Site, and shall be copied on all correspondence (including e-mails) with any prospective Tenant or Governmental Authority with jurisdiction over the applicable Site.
c.After Closing, Buchalter, P.C. (“Buchalter”), and Kutak Rock, LLP (“Kutak”) will represent Buyer (and Seller, as Buyer’s agent pursuant hereto) as its leasing counsel notwithstanding the fact that Buchalter and Kutak have represented Seller in the sale of the Property pursuant to the Agreement. Each of Seller and Buyer hereby waive any conflict of interest that may result from such representation; provided, however, in the event of a dispute between Seller and Buyer related to the Agreement or this side letter, neither Buchalter nor Kutak may represent either Seller or Buyer in any such dispute.
    Nothing contained in this letter agreement shall constitute a modification of any of the other terms and conditions of the Agreement and, in the event of any conflict between this letter agreement and the Agreement, the Agreement shall control.
This letter agreement may be executed in any number of counterparts each of which shall be deemed an original, but all such counterparts together shall constitute but one agreement.







Mr. Michael Anderson
February 9, 2022    
Page 3


Very truly yours,

COLE MT SAN JOSE CA, LP,
a Delaware limited partnership
By:    Cole GP MT San Jose CA, LLC,
a Delaware limited liability company,
its General Partner
By:    CIM Real Estate Finance Management,
LLC, a Delaware limited liability
company, its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
COLE MT ALLEN PARK MI, LLC,
a Delaware limited liability company
By:    Cole REIT Management V, LLC,
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT ENID OK, LLC
VEREIT MT ELYRIA OH, LLC
COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC
VEREIT MT RALEIGH (SUMNER) NC, LLC,
each, a Delaware limited liability company

By:    CIM Income NAV Operating Partnership, LP,
    a Delaware limited partnership,
    their respective sole member

By: Cypress Merger Sub, LLC
    a Maryland limited liability company
    Its: General Partner

By:     
Name: Nathan DeBacker
Its: Vice President



COLE MT LOUDON TN, LLC
a Delaware limited liability company







Mr. Michael Anderson
February 9, 2022    
Page 4


By:    Cypress Merger Sub, LLC,
a Maryland limited liability company,
its sole member
By:     
Name: Nathan DeBacker
Its: Vice President

ALL THE ENTITIES LISTED ON THE BALANCE OF THIS PAGE AND THE FOLLOWING PAGES,
each, a Delaware limited liability company
By:    CIM Real Estate Finance Management, LLC
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC
ARCP MT Houston TX, LLC
Cole MT Beavercreek OH, LLC
Cole MT Schaumburg IL, LLC
ARCP MT Louisville KY, LLC
ARCP MT Rockford IL, LLC
ARCP MT Carlisle PA, LLC
Cole MT Albuquerque NM, LLC
Cole MT Coventry RI, LLC
ARCP MT Hagerstown MD, LLC
Cole MT Lafayette LA, LLC
Cole MT Plover WI, LLC
Cole MT Darien IL, LLC
Cole MT Decatur AL, LLC
Cole MT Derby KS, LLC
VEREIT MT Oshkosh WI, LLC
ARCP MT Austell GA, LLC
Cole MT Evergreen Park, IL, LLC
Cole DET Evergreen IL, LLC
Cole MT Brookfield WI, LLC
Cole MT Statesville NC, LLC
ARCP MT Glen Ellyn IL, LLC
ARCP MT Fort Wayne IN, LLC
ARCP MT Manitowoc WI, LLC
Cole MT Waxahachie TX, LLC
ARCP MT Houma LA, LLC
ARCP MT Lafayette IN, LLC
ARCP MT Lawton OK, LLC






Mr. Michael Anderson
February 9, 2022    
Page 5


VEREIT MT Salisbury MD, LLC
ARCP MT Columbus IN, LLC
ARCP MT Vienna WV, LLC
ARCP MT Muskegon MI, LLC
VEREIT MT Ashtabula OH, LLC
Cole MT Mobile AL, LLC
VEREIT MT Ashland KY, LLC
ARCP MT Morganton NC, LLC
Cole NR Tampa FL, LLC
Cole MT Reynoldsburg OH, LLC
VEREIT MT Owensboro KY, LLC
Stringtown South, LLC
ARCP MT Monroe LA, LLC
VEREIT MT Plainfield IL, LLC
Cole MT Albuquerque (San Mateo) NM, LLC
Cole MT Duncan SC, LLC
VEREIT MT Lady Lake FL, LLC
ARCP MT Shippensburg PA, LLC
ARCP MT Salina KS, LLC
ARCP MT Stroudsburg PA, LLC
ARCP MT Bowling Green KY, LLC
ARCP MT Abilene TX, LLC
ARCP MT Springfield IL, LLC
ARCP MT Springfield OH, LLC
ARCP MT Jefferson City MO, LLC
Cole MT Riverview FL, LLC
Cole MT Rocky Mount NC, LLC
Cole MT Columbia SC, LLC
Cole MT Marietta Ga, LLC
VEREIT MT Sturbridge MA, LLC
Cole MT Columbus OH, LLC
Cole MT Williamsburg VA, LLC
ARCP MT Hattiesburg MS, LLC
ARCP MT Mount Pleasant SC, LLC
ARCP MT Florence KY, LLC
Cole MT Marion IN, LLC
ARCP MT Albuquerque NM, LLC
Cole MT Newburgh NY, LLC
Cole MT Salisbury NC, LLC
Cole MT Salisbury (Wallace Commons II) NC, LLC
VEREIT MT Summerville SC, LLC
Cole MT Clarksville IN, LLC
Cole MT Jacksonville NC, LLC
Cole MT San Antonio (Highway 151) TX, LLC
ARCP MT Springfield MA, LLC
Cole AS Valdosta GA, LLC
Cole WG Huntsville AL, LLC

[Seller Signature Pages]






Mr. Michael Anderson
February 9, 2022    
Page 6










Mr. Michael Anderson
February 9, 2022    
Page 7


ACKNOWLEDGED AND CONSENTED TO BY BUYER:

American Finance Operating Partnership, L.P.,
a Delaware limited partnership
By:     
Name:     
Title:     
ARG SSSTRPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG SMSHPPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG CCCARPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
[BUYER SIGNATURE PAGE]





EXHIBIT 10.51
SIXTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
This Sixth Amendment to Agreement of Purchase and Sale dated February 10, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022, as further amended by that certain Third Amendment to Agreement of Purchase and Sale dated January 14, 2022, as further amended by that certain Fourth Amendment to Agreement of Purchase and Sale dated January 19, 2022, and as further amended by that certain Fifth Amendment to Agreement of Purchase and Sale dated January 21, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of The Necessary Retail REIT Operating Partnership, L.P., a Delaware limited partnership, f/k/a American Finance Operating Partnership, L.P. (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
Recitals
A.    Seller and Buyer desire to amend the Agreement as set forth below.
Amendment

1.    Notwithstanding anything to the contrary contained in the Agreement, as to the proposed partial surrender of the lease with current tenant Beall’s (the “Beall’s Lease”) and the New Lease with HomeGoods (the “HomeGoods New Lease”) at Summerfield Crossing in Riverview, Florida, Seller and Buyer agree as follows:
A.The Beall’s Lease (pursuant to which Beall’s currently occupies approximately 80,000 SF with term expiration of 4/30/2024) shall be downsized to approximately 52,873 SF with term extended to 4/30/2031 (as amended, the “Beall’s Amendment”);
B.Rent payable pursuant to the Beall’s Amendment, as to its approximately 52,873 SF premises pursuant to the foregoing clause (A), shall increase from $10.50/SF to +/- $11.50/SF on or about 8/1/2022;
C.The HomeGoods New Lease shall be for approximately 27,127 SF at +/- $13.50/SF for a term of at least ten-years; and
D.    If (i) the HomeGoods New Lease and the Beall’s Amendment are executed prior to the applicable Closing, the Allocated Purchase Price shall be increased as set forth in Section 3.7 of the Agreement, or (ii) the HomeGoods New Lease is an Approved Post-Closing Lease that is timely presented to Buyer for execution, the Earnout Amount shall be paid to Seller as set forth in Section 3.8, except that in either case (x) Seller agrees to be responsible for $2,473,332 in Leasing Costs, in the aggregate for both the Beall’s Lease and the HomeGoods New Lease, and Buyer agrees to be responsible for the balance of the Leasing Costs associated with the Beall’s Lease and the HomeGoods New Lease, and (y) the rent under the Beall’s Lease (without giving effect to the
Sixth Amendment to Agreement of Purchase and Sale
49431911v1


amendments described in the foregoing clauses (A) and (B)) allocable to the space which will be the premises under the HomeGoods New Lease shall be deducted from the determination of Earnout Income under the HomeGoods New Lease at a 9.50% cap rate instead of at the Cap Rate.
2.    Notwithstanding anything to the contrary contained in the Agreement, as to the proposed removal of current, non-operating tenant Kohl’s and the New Leases with Conn’s (the “Conn’s New Lease”) and Club4Fitness (the “Club4Fitness New Lease”) at Houma Crossing in Houma, Louisiana, Seller and Buyer agree as follows:
A.    The Kohl’s lease (pursuant to which Kohl’s currently occupies approximately 55,754 SF at $3.05/SF with term expiration 1/31/2034) shall be terminated given the co-tenancy failures its non-operation status causes, and Kohl’s shall pay a termination fee in the amount of $100,000 (which amount shall be paid entirely to Buyer);
B.    The Conn’s New Lease shall be for approximately 30,000 SF at +/- $6.50/SF for a term of at least ten-years;
C.    The Club4Fitness New Lease shall be for approximately 25,754 SF at +/- $10.00/SF for a term of at least ten-years; and
D.    If (i) the Conn’s New Lease and/or the Club4Fitness New Lease is executed prior to the applicable Closing, the Allocated Purchase Price shall be increased as set forth in Section 3.7 of the Agreement, or (ii) the Conn’s New Lease and/or the Club4Fitness New Lease is an Approved Post-Closing Lease that is timely presented to Buyer for execution, the Earnout Amount shall be paid to Seller as set forth in Section 3.8, except that in either case the rent under the Kohl’s lease shall be deducted from the aggregate determination of Earnout Income under the Conn’s New Lease and Club4Fitness New Lease, and the cap rate used in the calculation of such Earnout Income shall be a 9.63% cap rate instead of the Cap Rate.
3.     Notwithstanding anything to the contrary contained in the Agreement, as to the proposed expansion of current tenant H-E-B at H-E-B Center in Waxahachie, Texas, Seller and Buyer agree as follows:
A.    The H-E-B lease (pursuant to which H-E-B currently occupies approximately 102,927 SF at $7.41/SF with term expiration 6/30/2027) shall be amended (as so amended, the “H-E-B Amended Lease”) to expand the H-E-B premises to approximately 117,000 SF at +/- $8.35/SF, with an initial annual base rent of $984,152, and to extend the term expiration date to not fewer than fourteen years from the date of such amendment; and
B.    If (i) the H-E-B Amended Lease is executed prior to the applicable Closing, the Allocated Purchase Price shall be increased as set forth in Section 3.7 of the Agreement, or (ii) the H-E-B Amended Lease is an Approved Post-Closing Lease that is timely presented to Buyer for execution, the Earnout Amount shall be paid to Seller as set forth in Section 3.8, except that in either case the cap rate used in such calculation (and including the cap rate at which rent under the Existing Lease is deducted) shall be 5.11% instead of the Cap Rate.
4.    Notwithstanding anything to the contrary contained in the Agreement, as to the proposed removal of current, non-operating tenant Fresh Market and the New Lease with
Sixth Amendment to Agreement of Purchase and Sale
49431911v1


Northwestern Medical (the “Northwestern Medical New Lease”) at Fresh Market Center in Glen Ellyn, Illinois, Seller and Buyer agree as follows:
A.    The Fresh Market lease (pursuant to which Fresh Market currently occupies approximately 20,300 SF at $18.24/SF with term expiration 2/28/2026) shall be terminated given the co-tenancy failures its non-operation status causes;
B.    The Northwestern Medical New Lease shall be for approximately 20,300 SF at +/- $18.25/SF for a term of not less than twelve years; and
C.    If (i) the Northwestern Medical New Lease is executed prior to the applicable Closing, the Allocated Purchase Price shall be increased as set forth in Section 3.7 of the Agreement, or (ii) the Northwestern Medical New Lease is an Approved Post-Closing Lease that is timely presented to Buyer for execution, the Earnout Amount shall be paid to Seller as set forth in Section 3.8, except that in either case the rent under the Fresh Market lease shall not be deducted from the determination of Earnout Income under the Northwestern Medical New Lease.

5.    Nothing contained herein shall be deemed to modify any restrictions imposed by the terms and conditions of the Agreement on Seller’s leasing activities before or after Closing.

6.    This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.

7.    Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed.


[Signature Pages Follow]

Sixth Amendment to Agreement of Purchase and Sale
49431911v1


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

BUYER:
The Necessary Retail REIT Operating Partnership, L.P.,
a Delaware limited partnership,
f/k/a American Finance Operating Partnership, L.P.
By:     
Name:     
Title:     
ARG SSSTRPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG SMSHPPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG CCCARPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
[BUYER SIGNATURE PAGE]

Sixth Amendment to Agreement of Purchase and Sale
49431911v1


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.
SELLER:
COLE MT SAN JOSE CA, LP,
a Delaware limited partnership
By    Cole GP MT San Jose CA, LLC,
a Delaware limited liability company,
its General Partner
By:    CIM Real Estate Finance Management,
LLC, a Delaware limited liability
company, its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
COLE MT ALLEN PARK MI, LLC,
a Delaware limited liability company
By:    Cole REIT Management V, LLC,
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT ENID OK, LLC
VEREIT MT ELYRIA OH, LLC
COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC
VEREIT MT RALEIGH (SUMNER) NC, LLC,
each, a Delaware limited liability company

By:    CIM Income NAV Operating Partnership, LP,
    a Delaware limited partnership,
    their respective sole member

By: Cypress Merger Sub, LLC
    a Maryland limited liability company
    Its: General Partner

By:     
Name: Nathan DeBacker
Its: Vice President
Sixth Amendment to Agreement of Purchase and Sale
49431911v1


COLE MT LOUDON TN, LLC

By:    Cypress Merger Sub, LLC,
    a Maryland limited liability company,
    its sole member
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT BOWLING GREEN KY, LLC
By:    Cole REIT Management V, LLC
    a Delaware limited liability company,
    its Manager

By:     
Name: Nathan DeBacker
Its: Vice President

ALL THE ENTITIES LISTED ON THE BALANCE OF THIS PAGE AND THE FOLLOWING PAGES,
each, a Delaware limited liability company
By:    CIM Real Estate Finance Management, LLC
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Title: Vice President
Cole MT Albany GA, LLC
ARCP MT Houston TX, LLC
Cole MT Beavercreek OH, LLC
Cole MT Schaumburg IL, LLC
ARCP MT Louisville KY, LLC
ARCP MT Rockford IL, LLC
ARCP MT Carlisle PA, LLC
Cole MT Albuquerque NM, LLC
Cole MT Coventry RI, LLC
ARCP MT Hagerstown MD, LLC
Cole MT Lafayette LA, LLC
Cole MT Plover WI, LLC
Cole MT Darien IL, LLC
Cole MT Decatur AL, LLC
Cole MT Derby KS, LLC
VEREIT MT Oshkosh WI, LLC
ARCP MT Austell GA, LLC
Cole MT Evergreen Park, IL, LLC
Sixth Amendment to Agreement of Purchase and Sale
49431911v1


Cole DET Evergreen IL, LLC
Cole MT Brookfield WI, LLC
Cole MT Statesville NC, LLC
ARCP MT Glen Ellyn IL, LLC
ARCP MT Fort Wayne IN, LLC
ARCP MT Manitowoc WI, LLC
Cole MT Waxahachie TX, LLC
ARCP MT Houma LA, LLC
ARCP MT Lafayette IN, LLC
ARCP MT Lawton OK, LLC
VEREIT MT Salisbury MD, LLC
ARCP MT Columbus IN, LLC
ARCP MT Vienna WV, LLC
ARCP MT Muskegon MI, LLC
VEREIT MT Ashtabula OH, LLC
Cole MT Mobile AL, LLC
VEREIT MT Ashland KY, LLC
ARCP MT Morganton NC, LLC
Cole NR Tampa FL, LLC
Cole MT Reynoldsburg OH, LLC
VEREIT MT Owensboro KY, LLC
Stringtown South, LLC
ARCP MT Monroe LA, LLC
VEREIT MT Plainfield IL, LLC
Cole MT Albuquerque (San Mateo) NM, LLC
Cole MT Duncan SC, LLC
VEREIT MT Lady Lake FL, LLC
ARCP MT Shippensburg PA, LLC
ARCP MT Salina KS, LLC
ARCP MT Stroudsburg PA, LLC
ARCP MT Abilene TX, LLC
ARCP MT Springfield IL, LLC
ARCP MT Springfield OH, LLC
ARCP MT Jefferson City MO, LLC
Cole MT Riverview FL, LLC
Cole MT Rocky Mount NC, LLC
Cole MT Columbia SC, LLC
Cole MT Marietta Ga, LLC
VEREIT MT Sturbridge MA, LLC
Cole MT Columbus OH, LLC
Cole MT Williamsburg VA, LLC
ARCP MT Hattiesburg MS, LLC
ARCP MT Mount Pleasant SC, LLC
ARCP MT Florence KY, LLC
Cole MT Marion IN, LLC
ARCP MT Albuquerque NM, LLC
Cole MT Newburgh NY, LLC
Cole MT Salisbury NC, LLC
Cole MT Salisbury (Wallace Commons II) NC, LLC
VEREIT MT Summerville SC, LLC
Cole MT Clarksville IN, LLC
Cole MT Jacksonville NC, LLC
Cole MT San Antonio (Highway 151) TX, LLC
ARCP MT Springfield MA, LLC
Sixth Amendment to Agreement of Purchase and Sale
49431911v1


Cole AS Valdosta GA, LLC
Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]
Sixth Amendment to Agreement of Purchase and Sale
49431911v1

EXHIBIT 10.52
SEVENTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
This Seventh Amendment to Agreement of Purchase and Sale dated February 11, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022, as further amended by that certain Third Amendment to Agreement of Purchase and Sale dated January 14, 2022, as further amended by that certain Fourth Amendment to Agreement of Purchase and Sale dated January 19, 2022, as further amended by that certain Fifth Amendment to Agreement of Purchase and Sale dated January 21, 2022, and as further amended by that certain Sixth Amendment to Agreement of Purchase and Sale dated February 10, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of The Necessary Retail REIT Operating Partnership, L.P., a Delaware limited partnership, f/k/a American Finance Operating Partnership, L.P. (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
Recitals
A.    Seller and Buyer desire to amend the Agreement as set forth below.
Amendment

1.Section 3.4(c) of the Agreement is hereby amended and restated in its entirety as follows:
“(c)    
(i)    Seller will cause any Broker Listing Agreements and any Property Management Agreements to be terminated with respect to the Sites affected thereby prior to or as of the Closing Date for the subject Sites, and Seller will be solely responsible for any termination fees or other payments due under any such terminated agreements, unless such payments (typically for unpaid leasing commissions) constitute Leasing Costs otherwise allocated to Buyer under Section 3.6 below. After the expiration of the Diligence Period, Seller will not, without Buyer’s prior written consent, not to be unreasonably withheld, conditioned or delayed, enter into any new Broker Listing Agreement or amend or terminate any existing Broker Listing Agreement if the same would impose any obligation on Buyer after the Closing that is not credited to Buyer at such Closing. If Buyer fails to either give or expressly refuse such consent within five (5) Business Days after receiving the written request from Seller, such consent shall conclusively be deemed to have been given.
Seventh Amendment to Agreement of Purchase and Sale
49431911v1


(ii)    The parties acknowledge that the Broker Listing Agreements related to leasing activity contemplated by Section 3.8 below (each, a “Pipeline BLA”) will be terminated at each applicable Closing pursuant to the foregoing clause (i). Buyer agrees that Buyer shall, within five (5) days after each applicable Closing, enter into a brokerage listing agreement (each, a “New Pipeline BLA”) with respect to each site for which leasing activity is contemplated pursuant to Section 3.8 as follows: (x) each New Pipeline BLA shall be entered into with the same broker as was party to the applicable Pipeline BLA and on substantially the same form as the Pipeline BLA previously applicable to such Site, except as otherwise set forth herein, (y) Seller shall be authorized, under each New Pipeline BLA, to act as Buyer’s agent with respect to all leasing activities related to potential New Leases identified on the Pipeline List (as hereinafter defined) corresponding to such Site as well as any other potential New Leases otherwise approved by Buyer in accordance with this Agreement; provided, that Seller shall indemnify and hold Buyer harmless from and against any Claims arising from or in connection with any breach by Seller of any such Pipeline BLA including, without limitation, any exclusivity provision thereunder, and (z) each New Pipeline BLA may (at Buyer’s option) be limited to the New Leases, tenants and premises specified in the Pipeline List for such Site; provided, however, that Buyer shall not be deemed to be in breach of this clause (ii) if such New Pipeline BLA is not entered into within such five (5) day period as a result of a refusal or delay in execution on behalf of the applicable counterparty thereto.”
2.Nothing contained herein shall be deemed to modify any restrictions imposed by the terms and conditions of the Agreement on Seller’s leasing activities before or after Closing.
3.This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.
4.Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed.


[Signature Pages Follow]

Seventh Amendment to Agreement of Purchase and Sale
49431911v1


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

BUYER:
The Necessary Retail REIT Operating Partnership, L.P.,
a Delaware limited partnership,
f/k/a American Finance Operating Partnership, L.P.
By:     
Name:     
Title:     
ARG SSSTRPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG SMSHPPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
ARG CCCARPA001, LLC,
a Delaware limited liability company
By:     
Name:     
Title:     
[BUYER SIGNATURE PAGE]

Seventh Amendment to Agreement of Purchase and Sale
49431911v1


IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.
SELLER:
COLE MT SAN JOSE CA, LP,
a Delaware limited partnership
By    Cole GP MT San Jose CA, LLC,
a Delaware limited liability company,
its General Partner
By:    CIM Real Estate Finance Management,
LLC, a Delaware limited liability
company, its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
COLE MT ALLEN PARK MI, LLC,
a Delaware limited liability company
By:    Cole REIT Management V, LLC,
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT ENID OK, LLC
VEREIT MT ELYRIA OH, LLC
COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC
VEREIT MT RALEIGH (SUMNER) NC, LLC,
each, a Delaware limited liability company

By:    CIM Income NAV Operating Partnership, LP,
    a Delaware limited partnership,
    their respective sole member

By: Cypress Merger Sub, LLC
    a Maryland limited liability company
    Its: General Partner

By:     
Name: Nathan DeBacker
Its: Vice President
Seventh Amendment to Agreement of Purchase and Sale
49431911v1


COLE MT LOUDON TN, LLC

By:    Cypress Merger Sub, LLC,
    a Maryland limited liability company,
    its sole member
By:     
Name: Nathan DeBacker
Its: Vice President
ARCP MT BOWLING GREEN KY, LLC
By:    Cole REIT Management V, LLC
    a Delaware limited liability company,
    its Manager

By:     
Name: Nathan DeBacker
Its: Vice President

ALL THE ENTITIES LISTED ON THE BALANCE OF THIS PAGE AND THE FOLLOWING PAGES,
each, a Delaware limited liability company
By:    CIM Real Estate Finance Management, LLC
a Delaware limited liability company,
its Manager
By:     
Name: Nathan DeBacker
Title: Vice President
Cole MT Albany GA, LLC
ARCP MT Houston TX, LLC
Cole MT Beavercreek OH, LLC
Cole MT Schaumburg IL, LLC
ARCP MT Louisville KY, LLC
ARCP MT Rockford IL, LLC
ARCP MT Carlisle PA, LLC
Cole MT Albuquerque NM, LLC
Cole MT Coventry RI, LLC
ARCP MT Hagerstown MD, LLC
Cole MT Lafayette LA, LLC
Cole MT Plover WI, LLC
Cole MT Darien IL, LLC
Cole MT Decatur AL, LLC
Cole MT Derby KS, LLC
VEREIT MT Oshkosh WI, LLC
ARCP MT Austell GA, LLC
Cole MT Evergreen Park, IL, LLC
Seventh Amendment to Agreement of Purchase and Sale
49431911v1


Cole DET Evergreen IL, LLC
Cole MT Brookfield WI, LLC
Cole MT Statesville NC, LLC
ARCP MT Glen Ellyn IL, LLC
ARCP MT Fort Wayne IN, LLC
ARCP MT Manitowoc WI, LLC
Cole MT Waxahachie TX, LLC
ARCP MT Houma LA, LLC
ARCP MT Lafayette IN, LLC
ARCP MT Lawton OK, LLC
VEREIT MT Salisbury MD, LLC
ARCP MT Columbus IN, LLC
ARCP MT Vienna WV, LLC
ARCP MT Muskegon MI, LLC
VEREIT MT Ashtabula OH, LLC
Cole MT Mobile AL, LLC
VEREIT MT Ashland KY, LLC
ARCP MT Morganton NC, LLC
Cole NR Tampa FL, LLC
Cole MT Reynoldsburg OH, LLC
VEREIT MT Owensboro KY, LLC
Stringtown South, LLC
ARCP MT Monroe LA, LLC
VEREIT MT Plainfield IL, LLC
Cole MT Albuquerque (San Mateo) NM, LLC
Cole MT Duncan SC, LLC
VEREIT MT Lady Lake FL, LLC
ARCP MT Shippensburg PA, LLC
ARCP MT Salina KS, LLC
ARCP MT Stroudsburg PA, LLC
ARCP MT Abilene TX, LLC
ARCP MT Springfield IL, LLC
ARCP MT Springfield OH, LLC
ARCP MT Jefferson City MO, LLC
Cole MT Riverview FL, LLC
Cole MT Rocky Mount NC, LLC
Cole MT Columbia SC, LLC
Cole MT Marietta Ga, LLC
VEREIT MT Sturbridge MA, LLC
Cole MT Columbus OH, LLC
Cole MT Williamsburg VA, LLC
ARCP MT Hattiesburg MS, LLC
ARCP MT Mount Pleasant SC, LLC
ARCP MT Florence KY, LLC
Cole MT Marion IN, LLC
ARCP MT Albuquerque NM, LLC
Cole MT Newburgh NY, LLC
Cole MT Salisbury NC, LLC
Cole MT Salisbury (Wallace Commons II) NC, LLC
VEREIT MT Summerville SC, LLC
Cole MT Clarksville IN, LLC
Cole MT Jacksonville NC, LLC
Cole MT San Antonio (Highway 151) TX, LLC
ARCP MT Springfield MA, LLC
Seventh Amendment to Agreement of Purchase and Sale
49431911v1


Cole AS Valdosta GA, LLC
Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]
Seventh Amendment to Agreement of Purchase and Sale
49431911v1

                                                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



ARG NCD5PCK001, LLC                Delaware
ARG AACLMOH001, LLC                Delaware
ARG TASLDLA001, LLC                Delaware
ARG DG17PCK001, LLC Delaware
ARG PSFKNWI001, LLC Delaware
ARG TW15PCK001, LLC Delaware
ARG IRL2SLB001, LLC Delaware
ARG ARDRDLA001, LLC Delaware
ARG AR16PCK001, LLC Delaware
ARG FG7PSLB001, LLC             Delaware
ARG HFH6SLB001, LLC Delaware
ARG ASSLDLA001, LLC             Delaware
ARG AASDYMI001, LLC                 Delaware
ARG BCBEAOH001, LLC Delaware
ARG BSROCIL001, LLC Delaware
ARG CCCARPA001, LLC Delaware
ARG CRHAGMD001, LLC Delaware
ARG CALAFLA001, LLC Delaware
ARG CCPLOWI001, LLC Delaware
ARG DCDARIL001, LLC Delaware
ARG DMDERKS001, LLC Delaware
ARG DPOSHWI001, LLC Delaware
ARG ECENIOK001, LLC Delaware
ARG EMEVGIL001, LLC Delaware
ARG FGALPMI001, LLC Delaware
ARG FSBROWI001, LLC Delaware
ARG FTFTWIN001, LLC Delaware
ARG NRTAMFL001, LLC Delaware
ARG HEWAXTX001, LLC Delaware
ARG MAWILVA001, LLC Delaware
ARG PSREYOH001, LLC Delaware
ARG WCSALNC001, LLC Delaware
ARG FCSTANC001, LLC Delaware
ARG PLSAJCA001, LLC Delaware
ARG BBSCHIL001, LLC Delaware
ARG UMMARIN001, LLC Delaware
ARG WMSANTX001, LLC Delaware
ARG WSCLAIN001, LLC Delaware
ARG SCRIVFL001, LLC Delaware



ARG PSSPASC001, LLC Delaware
ARG DCDECAL001, LLC Delaware
ARG CCALBNM001, LLC Delaware
ARG WGNEWNY001, LLC Delaware
ARG CCCOVRI001, LLC Delaware
ARG MPCOLOH001, LLC Delaware
ARG SCROCNC001, LLC Delaware
ARG TACOLSC001, LLC Delaware
ARG TMMARGA001, LLC Delaware
ARG WCSLNNC001, LLC Delaware
ARG ASALBGA001, LLC Delaware
ARG PSALBNM001, LLC Delaware
ARG TCFLOKY001, LLC Delaware
ARG SVJEFMO001, LLC Delaware
ARG ACHOUTX001, LLC Delaware
ARG BCSPRMA001, LLC Delaware
ARG SSSTRPA001, LLC Delaware
ARG MFMUSMI001, LLC                Delaware
ARG SCSPFOH001, LLC                 Delaware
ARG MFVIEWV001, LLC                Delaware
ARG SPSPRIL001, LLC                Delaware
ARG SMSHPPA001, LLC                Delaware
ARG CCCARPA001, LLC                Delaware
ARG FMGLEIL001, LLC                Delaware
ARG EWAUSGA001, LLC                Delaware
ARG MCCOLIN001, LLC                Delaware
ARG LPLAFIN001, LLC                Delaware
ARG MHMORNC001, LLC                Delaware
ARG TCHATMS001, LLC                Delaware
ARG HTMANWI001, LLC                Delaware
ARG VPALBNM001, LLC                Delaware
ARG MMASHKY001, LLC                Delaware
ARG TSMTPSC001, LLC                Delaware
ARG WASUMSC001, LLC                Delaware
ARG PPMONLA001, LLC                Delaware
ARG PMPLAIL001, LLC                Delaware
ARG OTOWEKY001, LLC                Delaware
ARG LSSALMD001, LLC                Delaware
ARG MKASHOH001, LLC                Delaware
ARG HBSTUMA001, LLC                Delaware
ARG RALLAFL001, LLC                Delaware
ARG PCGROOH001, LLC                Delaware



ARG MGMOBAL001, LLC                Delaware
ARG HCHOULA001, LLC                Delaware
ARG BPLOUKY001, LLC                Delaware
ARG LMLAWOK001, LLC                Delaware
ARG GFBOGKY001, LLC                Delaware
ARG SAABITX001, LLC                Delaware
ARG SBSALKS001, LLC                Delaware
ARG DMDERKS001, LLC                Delaware
ARG WCJACNC001, LLC                Delaware
ARG TVLOUTN001, LLC                Delaware
ARG MPELYOH001, LLC                Delaware
ARG TTRALNC001, LLC                Delaware
ARG NLGAIGA001, LLC                Delaware
ARG ASVALGA001, LLC                Delaware
ARG WGHUNAL001, 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. 333-258562), Form S-3DPOS (No. 333-210532), and Form S-8 (No. 333-227189) of The Necessity Retail REIT, Inc. of our report dated February 24, 2022 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 24, 2022

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 The Necessity Retail REIT, 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 24th day of February, 2022/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, Jason F. Doyle, certify that:
1.I have reviewed this Annual Report on Form 10-K of The Necessity Retail REIT, 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 24th day of February, 2022/s/ Jason F. Doyle
Jason F. Doyle
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 The Necessity Retail REIT, 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 24th day of February, 2022
/s/ Edward M. Weil, Jr.
Edward M. Weil, Jr.
Chief Executive Officer and President
(Principal Executive Officer)
/s/ Jason F. Doyle
Jason F. Doyle
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)