SecProbe.io

Mail Stop 3233
October 1 7, 2016

Via E -Mail
Scott J. Bowman
Chief Executive Officer
Global Net Lease, Inc.
405 Park Avenue, 14th Floor
New York, New York 10022

Re: Global Net Lease, Inc.
  Registration Statement on Form S-4
Filed  September 19, 2016
  File No.  333-213691

Dear Mr. Bowman :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. We note the disclosure under the caption “P otential Conflicts” on page 110 .  We also
note that cash will be paid in lieu of fractional shares.  Please provide your analysis
regarding the applicability of Rule 13e -3 to the merger transaction given that the
exception in Rule 13e -3(g)(2) requires that security holders are offered or receive only an
equity security.  In your response, please address: (i) the number of Global II security
holders who, giving effect to the  merger consideration, would be subject to cash
disposition of fractional interests; (ii) the estimated aggregate amount of cash payable to
dispose of fractional interests; and (iii) the number of Global II security holders, if any,
who would be effectivel y cashed out after giving effect to the cash disposition of
fractional interests.  Also, revise your disclosure to describe how the amount of cash to be
paid will be calculated and whether or not there is a maximum amount of cash that will
be paid in lieu o f fractional shares.

Scott J. Bowman
Global Net Lease, Inc.
October 1 7, 2016
Page 2

2. We note your disclosure on pages 79 -84 that UBS presented different versions of a
“related party analysis” to the GNL Special Committee.  Please provide us  with copies  of
these materials.

The Merger

Background of the Merger, page 71

3. We note your disclosure on page 74 that the Global II Special Committee discussed with
BMO strategic alternatives other than the merger with GNL, including the prospects of
continuing as a stand -alone entity and alternative transactions involving other  potential
acquirers.  Please provide additional disclosure regarding the strategic alternatives that
were considered and why the merger was pursued instead of such alternatives.

Opinion of the GNL Special Committee’s Financial Advisor

Discounted Cash Flow Analyses, page 96

4. We note the reference to financial forecasts and estimates relating to the pro forma
combined company prepared by GNL Management .  Please revise the disclosure in your
registration statement to provide additional disclosure abo ut these financial forecasts and
estimates.

Miscellaneous, page 97

5. We note your disclosure that GNL agreed to pay UBS an aggregate fee of $4.0 million
for its financial advisory services in connection with the mergers, a portion of which was
payable in  connection with the delivery of UBS’ opinion and the remainder of which is
contingent upon consummation of the merger.   Please revise your disclosure to state what
portion of the $4.0 million fee is contingent upon consummation of the merger.

6. We note that your disclosure regarding the material relationships between UBS  and GNL
does not provide a narrative and quantitative description of the fees paid or to be paid to
UBS  and its affiliates by GNL  and it s affiliates.  Please revise to provide such disclosu res
or provide us with an analysis as to why such disclosure is not required .

Scott J. Bowman
Global Net Lease, Inc.
October 1 7, 2016
Page 3

 Opinion of the Global II Special Committee’s Financial Advisor

Miscellaneous , page 105

7. We note that your disclosure regarding the material relationships between BMO  and
Global  II does not provide a narrative and quantitative description of the fees paid or to
be paid to BMO  and its affiliates by Global II  and it s affiliates.  Please revise to provide
such disclosures  or provide us with an analysis as to why such disclosure is no t required.

Notes To Unaudited Pro Forma Consolidated Financial Statements

Note 2. Adjustments to Unaudited Pro Forma Consolidated Balance Sheet, pages F -1-10 to F -1-
11

8. We note your adjustment disclosures include a discussion related to customer relationship
intangible assets.  Based on the purchase price allocation table included on page F -1-9, it
is not clear that any adjustment amount relates to customer relationship i ntangible assets.
Please advise.

Note 3. Adjustments to Unaudited Pro Forma Consolidated Statements of Operations, page F -1-
15

9. Please tell us why adjustment (GG) to eliminate merger transaction costs has resulted in a
negative expense total for the six months ended June 30, 2016.

Annex C – Opinion of the Global II Special Committee’s Financial Advisor , page C -1

10. We note the limitation on reliance by shareholders in the fourth full paragraph on page C -
3 of the opinion, which states that BMO’s opinion has  been “ prepared at the request of
the Special Committee and is solely  for the benefit and use of the Special Committee and
the Board of Directors of the Company in the evaluation of the fairness, from a financial
point of view, to Global II’s common stockh olders of the Exchange Ratio .”  (Emphasis
added)  Because it is inconsistent with the disclosures relating to the opinion, the
limitation should be deleted.  Alternatively, disclose the basis for BMO’s belief that
shareholders cannot rely upon the opinion to support any claims against BMO arising
under applicable state law (e.g., the inclusion of an express disclaimer in BMO’s
engagement letter with Global II).  Describe any applicable state -law authority regarding
the availability of such a potential defen se.  In the absence of applicable state -law
authority, disclose that the availability of such a defense will be resolved by a court of
competent jurisdiction.  Also disclose that resolution of the question of the availability of
such a defense will have no  effect on the rights and responsibilities of the board of
directors under applicable state law.  Further disclose that the availability of such a state -
law defense to BMO would have no effect on the rights and responsibilities of either
BMO or the board o f directors under the federal securities laws.

Scott J. Bowman
Global Net Lease, Inc.
October 1 7, 2016
Page 4

Exhibit Index, page II -6

11. We note on page B -3 that UBS Securities LLC, in delivering its fairness opinion,
assumed that the transaction will not adversely affect your status or operations as a real
estate i nvestment trust for U.S. federal income tax purposes.  Please confirm that you will
file an opinion of counsel regarding your qualification as a real estate investment trust for
U.S. federal income tax purposes or provide us with a detailed analysis as to why such
opinion is not required.  Please see Item 601(b)(8) of Regulation S -K and Staff Legal
Bulletin No. 19.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any rev iew, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Howard Efron, Staff Accountant, at (202) 551 -3439 or Robert
Telewicz, Branch Chief, at (202) 551 -3438 if you have questions regarding comments on the
financial statements and related matters. Please contact Bryan Hough, Staff Attorney, at  (202)
551-8625  or me at (202) 551 -3466  with any other questions.

Sincerely,

 /s/ Coy Garrison

Coy Garrison
Special Counsel
Office of Real Estate and
Commodities

cc:  Michael J. Choate, Esq.  (Via E -Mail)
 Proskauer Rose LLP