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. This Current Report
on Form 8-K provides 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 those Acquisition 8-Ks and should be read in conjunction
with all of the Acquisition 8-Ks, the Initial Form 8-K/A and the Second Form 8-K/A.
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 Combined Statements of Revenues and Certain Expenses of the Acquired CIM Properties for the six months ended June 30, 2022
and for the year ended December 31, 2021 (including the notes thereto) attached hereto as Exhibit 99.1, and (2) the Company’s
Unaudited Pro Forma Consolidated Financial Statements, which include the Company’s Unaudited Pro Forma Consolidated Balance
Sheet as of June 30, 2022 (including the notes thereto) and the Company’s Unaudited Pro Forma Consolidated Statements of
Operations for the six months ended June 30, 2022 and for the year ended December 31, 2021 (including the notes thereto), giving
effect to the Acquired CIM Properties attached hereto as Exhibit 99.2.
The Company’s Unaudited Pro Forma Consolidated
Financial Statements (including the notes thereto) of the Company 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, 2021.
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. Additionally,
the acquisition accounting used in preparing the pro forma adjustments included in the Unaudited Pro Forma Consolidated Financial Statements
are preliminary, and accordingly, the pro forma adjustments may be revised as additional information becomes available and as additional
analyses are performed. Differences between these preliminary analyses and the final acquisition accounting will likely occur, and these
differences could have a material impact on the Unaudited Pro Forma Consolidated Financial Statements and the Company’s future results
of operations and financial position giving effect to the acquisition of the Acquired CIM Properties. For further information, see Exhibit
99.2.
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 actual results or events to be materially different. The words “may,” “will,” “seeks,”
“anticipates,” “believes,” “estimates,” “expects,” “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, and (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, as well as those
risks and uncertainties set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December
31, 2021 filed on February 24, 2022 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 to do so by law.