Item 8.01. Other Events.
In Current Reports on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on February 14, 2022, February 28, 2022, March 21, 2022, April 25, 2022, May
2, 2022, May 27, 2022 and July 7, 2022 (each an “Acquisition 8-K” and collectively, the “Acquisition 8-Ks”), The
Necessity Retail REIT, Inc., a Maryland corporation (the “Company”), reported, among other things, the acquisition through
multiple closings, of 81 properties from certain subsidiaries of CIM Real Estate Finance Trust, Inc. (the “Sellers”) pursuant
to a contract described below. A total of 56 properties were acquired through March 31, 2022 and 25 properties remained probable as of
that date. On April 8, 2022, in a Current Report on Form 8-K/A (the “Initial Form 8-K/A”), the Company amended and supplemented
the Acquisition 8-Ks that were filed on February 14, 2022, February 28, 2022 and March 21, 2022 to provide, among other things, the historical
financial statements and unaudited pro forma information required by Item 9.01(a) and (b) of Form 8-K with respect to the 56 acquired
properties reported on those Acquisition 8-Ks. As disclosed in the Acquisition 8-Ks filed on April 25, 2022, May 2, 2022, May 27, 2022
and July 7, 2022, the Company completed the acquisition of the 25 remaining properties from the Sellers. On June 24, 2022, in a Current
report on Form 8-K/A (the “Second Form 8-K/A”), the Company amended and supplemented the Acquisition 8-Ks that were filed
on April 25, 2022, May 2, 2022 and May 27, 2022 to provide, among other things, the historical financial statements and unaudited pro
forma information required by Item 9.01(a) and (b) of Form 8-K with respect to the 80 acquired properties reported on those Acquisition
8-Ks. All of the properties have been acquired as of the filing of this Current Report on Form 8-K. On August 9, 2022, in a Current Report
on Form 8-K (the “August 2022 Form 8-K”), the Company provided historical financial statements and unaudited pro forma information
required by Item 9.01(a) and (b) of Form 8-K for the Acquired CIM Properties (defined below) and reported on the Acquisition 8-Ks. This
Current Report on Form 8-K provides additional unaudited pro forma information required by Item 9.01(b) of Form 8-K for the Acquired CIM
Properties and reported on the Acquisition 8-Ks and should be read in conjunction with all of the Acquisition 8-Ks, the Initial Form 8-K/A,
the Second Form 8-K/A and the August 2022 Form 8-K.
As previously disclosed, on December 17,
2021, the Company and its subsidiary, The Necessity Retail REIT Operating Partnership, a Delaware limited partnership (the
“Operating Partnership”), entered into a definitive purchase and sale agreement (the “PSA”) to acquire, in
the aggregate, 81 properties (together, the “CIM Portfolio”), from the Sellers for approximately $1.3 billion. The CIM
Portfolio consists of 79 power centers and grocery-anchored multi-tenant retail centers, two single-tenant retail properties and a
detention pond parcel, located across 27 states and aggregating approximately 9.5 million square feet. As of the filing of this
Current Report on Form 8-K, the Company has acquired 81 power centers and grocery-anchored multi-tenant retail centers and a
detention pond parcel at an aggregate purchase price of $1.3 billion including debt assumption of $352.8 million but excluding
closing costs (the “Acquired CIM Properties”).
The Company is filing this Current Report on Form
8-K to provide the following financial information with respect to the Acquired CIM Properties: (1) the Company’s Unaudited Pro
Forma Consolidated Financial Statements, which include the Company’s Unaudited Pro Forma Consolidated Statements of Operations for
the year ended December 31, 2022 (including the notes thereto), giving effect to the Acquired CIM Properties attached hereto as Exhibit
99.1.
The Company’s Unaudited Pro Forma Consolidated
Financial Statements (including the notes thereto) are qualified in their entirety and should be read in conjunction with the combined
financial statements of the Acquired CIM Properties for the fiscal year ended December 31, 2022.
The Company’s Unaudited Pro Forma Consolidated
Financial Statements have been prepared on the basis of certain assumptions and estimates described in the notes thereto and are subject
to other uncertainties and do not purport to reflect what the actual results of operations or financial condition of the Company would
have been had the Acquired CIM Properties been acquired on the dates assumed for purposes of such pro forma financial statements or to
be indicative of the financial condition or results of operations of the Company as of or for any future date or period. For further information,
see Exhibit 99.1.
The statements in this Current Report on Form
8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties
that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,”
“anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,”
“intends,” “should” and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties
and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from
the results contemplated by the forward-looking statements. These risks and uncertainties include the potential adverse effects of (i)
the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, (ii) the geopolitical instability due to the
ongoing military conflict between Russia and Ukraine, including related sanctions and other penalties imposed by the U.S. and European
Union, and the related impact on the Company, the Company’s tenants and the global economy and financial markets, and (iii) inflationary
conditions and higher interest rate environments, as well as those set forth in the Risk Factors section of the Company’s most recent
Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 23, 2023, and all other filings with the SEC after that
date, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports.
Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise
any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results
over time, unless required by law.