Brad Cohen - Managing Partner, ICR James L. Nelson - President & CEO (August 15, 2017) Nick Radesca - CFO, Treasurer and Secretary.

David Corak - FBR.

Good afternoon and welcome to the Global Net Lease Second Quarter 2017 Earnings Call. All participants will be in listen-only mode. [Operator Instructions]. After today's presentation, there will an opportunity to ask questions. [Operator Instructions]. Please note that this event is being recorded.

I would now like to turn the conference over to Brad Cohen. Please go ahead..

Thank you, operator. Good afternoon everyone. Thank you for joining us for Global Net Lease's second quarter 2017 earnings call. This afternoon's call is being webcast in the Investor Relations Section of GNL's website at www.globalnetlease.com.

Let me take care of the formal part of the call before turning the call over to GNL's Chief Financial Officer, Mr. Nick Radesca for a discussion of the quarterly results. In addition to Nick is joining him Mr. Jim Nelson who has been appointed GNL's Chief Executive Officer and President effective later this month.

The discussion today will include certain statements and assumptions which are not historical facts will be forward-looking and are being made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are subject to certain assumptions and numerous risk factors that could cause GNL's actual results to differ materially from those forward-looking statements. We refer all of you to the company's SEC filings for a more detailed discussion of the risk factors that could cause these differences.

Any forward-looking statements provided during this call are only made as of the date of this call. And as stated in the SEC filings GNL disclaims any intent or obligation to update or revise these forward-looking statements except as expressly required by law.

Also during today's call, the company will discuss non-GAAP financial measures which we believe can be useful and valuing the company's financial performance. These measures should not be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.

A reconciliation of these measures to the most comparable GAAP measures is available in the earnings release. I will now turn the call over to Mr. Nick Radesca, GNL's Chief Financial Officer, Secretary, and Treasurer.

Nick?.

Thank you Brad. Our globally diversified business model performed well this quarter. We reported adjusted FFO of $36.2 million up 11.6% year-over-year. The 11.6% growth in AFFO accelerated sequentially up from the 6.7% year-over-year increase we reported during the March quarter.

This quarter represents our first full quarter of results after the completion of the Global II merger and the completion of our 2016 asset recycling program. The sequential quarterly increase in AFFO was primarily due to free rent burn off which we discussed last quarter and the impact of first quarter acquisitions.

At quarter end our highly diversified portfolio consisted of 312 net lease properties or $3 billion in real estate investments. Our properties are located in seven countries, leased to 94 tenants across 40 industries, and comprise over 22 million total square feet.

The portfolio remains 100% leased and based on annualized rent is about 50% in the United States and 50% in Western Europe. The property mix is consistent with last quarter at approximately 59% office, 31% industrial and distribution, and 10% retail.

The tenant base remains financially stable with over 78% of our tenants rated investment grade or implied investment grade. Our weighted average remaining lease term is 9.3 years and we have no lease expirations before 2020 and less than 4% expirations before 2022.

As we evaluate opportunities to grow the portfolio, the environment remains stable with varying levels of economic growth in our target market and asset classes. We remain committed to our strategy with our current primary focus on acquiring assets in the United States.

We continue to actively assess acquisition prospects that will provide value and expect to lower the mix of office properties from the current 59% which resulted from the merger with Global II back to historic levels. We expect to accomplish this primarily through the acquisition of new industrial and distribution assets.

Turning to our balance sheet, as of the end of the second quarter net debt was $1.4 billion comprised of $722 million on our credit facility and $777 million of outstanding gross mortgage debt. Our net debt to annualized adjusted EBITDA improved to 7.2 times with a strong interest rate coverage ratio of 4.7 times.

The change in net debt to adjusted EBITDA represents a full term reduction since the close of the Global II merger reflecting our ability to execute on our plans of growing the portfolio and effectively managing our leverage profile.

As of June 30, the company's total debt had a weighted average interest rate of 2.7% with about three quarters of it fixed or swapped to fixed. Liquidity remains strong with approximately $67 million of cash on hand at quarter end. In late July post quarter end we entered into a new credit facility.

We're very pleased with the execution and view the transaction as a vote of confidence by our lenders to our strategy and the portfolio. The proceeds from this new unsecured facility were used to repay our existing credit facility.

As detailed in the press release, the new facility is composed of two pieces; the first is a $500 million senior unsecured multi-currency revolving credit facility. The revolver has a four year term with one, one year extension option.

The second piece is 194.6 million Euro five-year senior unsecured term loan which was equivalent to approximately $225 million at funding. There's also an accordion feature where we may obtain up to $225 million in additional commitments to increase the size of either the revolver or the term facility.

In our view the implementation of the new facility is a crucial step in GNL’s plan for a more efficient capital structure which will better position the company for future growth. The interest rates under the new facility reflect the quality of the portfolio today.

Rate spreads are based on our leverage levels and range from 1.6% to 2.2% over the base rate. The revolver allows for borrowings denominated in U.S. Dollars, Euros, British Pound Sterling, Canadian Dollars, and Swiss Francs giving us ample flexibility in our borrowing strategy across international capital markets.

We borrowed $409 million, 40 million British pounds, and 30 million Euros in our initial draw upon the new revolver which represented a reduction in our debt exposure to foreign currency by 120 million pounds and 25 million Euros. This changing concentration provides needed flexibility and reduces the day to day management of the credit limits.

Two large foreign exchange interest rate swaps were also affiliated with the old credit facility. Upon repayment we now weighted or transferred the Euro swap to the new facility thereby fixing the rate on Euro denominated revolver and term loan borrowings.

With the reduction in the GBP borrowings we terminated the Pound Sterling swap and entered into a new $150 million five year U.S. Dollar interest rate swap. Lastly, during the quarter we commenced sales under our ATM program and raised net proceeds of $18.3 million at an average price per share of $22.81.

As announced in July, Scott Bowman is stepping down as CEO. We all wish Scott well. I would now like to introduce Jim Nelson, one of our Independent Board Members who will be expanding his role soon as our Chief Executive Officer.

Jim has a long record of success as a leader and brings tremendous experience in real estate, international business, and capital markets. He joined our Board in March of this year and has a great understanding of the portfolio and operations. We're very pleased to welcome him on Board. Now let me turn it over to Jim. .

Thanks Nick for the introduction. I'm very pleased to join the management team of Global Net Lease. I have had the benefit of serving for a few months as an Independent Board Member as well as being Chair of the Audit Committee for GNL. This gives me a unique perspective and insight into the operations of the company.

As I prepare to officially start as CEO in the next few days I've been actively preparing to lead the effort to further build out the platform and enhance cash flow and results. I have also spent the last few weeks meeting with shareholders, lenders, as well as with our internal acquisitions, asset management, legal and property due diligence teams.

I look forward to visiting many of our assets across the U.S. and Europe in the near future, and working with the team to identify new investment opportunities and meeting key tenants. The company is at an inflection point with a tremendous opportunity ahead of us as we move into our third year since listing.

We are uniquely positioned with the strategy to take advantage of both domestic and international investing and financing opportunities. I believe this distinguishes GNL from our competitors in the net lease industry.

Over the next few weeks I, along with Nick we'll continue to review the company's plans for growth going into 2018 as well as the plans for the company's capital structure, including ways to bring additional capital into the company. And in creating a plan to guide the company forward for the next several years.

I am confident as we move ahead, that the strength of GNL team, the quality real estate portfolio we have largely leased to high quality tenants, and our disciplined approach will allow us to build on the current strategy to grow the business in an accretive manner and ultimately increase shareholder value for the long-term.

With that I'll turn the call back to Nick. .

Thanks Jim. Operator we can open the line for questions. .

[Operator Instructions]. And the first question comes from David Corak with FBR. Please go ahead. .

Good afternoon everyone. First of all welcome and congrats Jim and Nick, congrats on the credit facility. But I just want to start off, I think the question that’s top of mind right now is on the management transition and the strategy going forward.

Absolutely we seen a turn in the top two spots in the past six or nine months and it was IR and obviously some changes to the Board.

So I'm just hoping you guys could give us and Jim maybe you could give us a -- view on your vision for the company from property type exposure, country exposure, corporate governance management affiliation, the balance sheets relative that’s asking a lot but I think it will be very helpful and I know you touched on some of this in your prepared remarks but anything you give us to expand on that would be very helpful?.

Yeah David, thanks. I don't see a lot of dramatic changes. I mean we have a great team and the team will continue and I think we’ve talked about our plans for growth in previous calls and in this call. And we're just going to continue along that path.

The strategy remains very much the same and we are exploring various ways to bring funds into the company which Nick has touched upon. So I think that's about the best answer I can give you. Things will continue the same..

Okay.

It looks like you guys are pretty quiet on the acquisitions and dispositions front and it doubles in the Q, it's already -- how to sale at this point, how should we think about your acquisition and dispositions guidance for the year at this point?.

At this point -- there's no change in that guidance. We have a very robust pipeline and we're working on ways to finance those acquisitions through the rest of the year..

Okay, well that leads me into my next question, looks like you sold a thousand shares or so on the ATM.

Just maybe you could walk through just thought process on the ATM usage this quarter and specifically how you think about your cost of capital relative to NAV, is there a point above or below NAV where it just doesn't or does make sense to issue? When you're looking at acquisitions are you strictly focused on an AFFO accretion, maybe just some color on how you balance those two items?.

There is definitely a point at which it’s not accretive to raise equity capital. We believe at the levels that we raise that capital we can be accretive. However as you know this was dipping a toe into the pool, this was not a large amount of shares that were sold.

And I think we discussed before that it was important for us to be able to show that we have access to equity markets. And at these levels we're not necessarily going to raise a lot of capital through equity issuance..

It was important to the ratings agencies is that what you’re saying?.

Yes..

Okay, alright that makes sense.

Okay and then you know in terms of growth capital going forward you touched on this a little bit but the line is still relatively full, the accordion future at this point but maybe just for modeling purposes assuming your acquisitions and dispositions guidance, should we be assuming kind of leverage neutral mix of ATM debt or ATM cash balance, just any guidance you can give us on that would be helpful?.

Yeah, I think as the goal has been set we plan to be fairly leverage neutral. That said, a portfolio of this quality is one that can withstand I think the current leverage that we have on it. As you know 78% investment grade or implied investment grade rated we are not chasing riskier assets to improve our metrics.

We want to stay disciplined with the type of portfolio that we currently have. But I think that your assumptions are fairly valid for modeling this out..

Okay, and then kind of have to ask this in light of the retail backdrop as a void, keeping in mind that you guys have under 10% exposure on the retail side.

You noted in the press release that all the tenants are paying rent but I guess my question would be are there any dark properties and have you had any request for rent reductions this year? And then what was there, maybe Jim you could just walk us through your thoughts on dollar stores discount retail and how that fits into the broader retail landscape at this point?.

So we haven't had any requests for rent reductions this year and I believe there was a dark property. And I have to get you updated on which property that is. .

And there's one dark property in Europe, in the UK..

But it's paying rent..

They're paying rent. .

Everybody is paying rent. .

Okay..

And what was your question for me David?.

Just your thoughts on discount retail, dollar stores, how that fits in the broader retail -- you know maybe it be helpful to just get your thoughts on the retail landscape in general today?.

I think as you know most retailer are challenged. I think as retail we have the better side of retail because know I think Dollar Stores will continue to perform much better than as you know the big boxes or anybody else for a lot of other people.

I'm encouraged because I see the pipeline we have and as you know we're focusing on industrial and distribution which I think is certainly the way we should be going. And it's an interesting world out there but there are still opportunities and we've got a great team and a great pipeline to fill the need..

Okay, fair enough, I appreciate the time guys. .

Thanks David..

[Operator Instructions]. This concludes our question-and-answer session. I'd like to now turn the conference back over to management for any closing remarks..

Well thank you everyone for joining us today. We look forward to providing updates on our continued progress when we speak with you during the third quarter call in the fall. Thanks again, bye..

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect..