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 nine months ended September 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 99.1.
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, 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.
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 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 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.