What is the main change to the merger agreement between Realty Income and ARCT?

The main change is the addition of a cash component to the merger consideration. ARCT shareholders will now receive $0.35 in cash per share, in addition to 0.2874 shares of Realty Income common stock, for each share of ARCT they own.

Who is contributing financially to the increased merger consideration?

AR Capital, LLC and Nicholas S. Schorsch have agreed to contribute a total of $3,000,000 towards the increased merger consideration.

What is the purpose of the amended side letter agreement?

The amendment to the side letter agreement, executed concurrently with the merger agreement amendment, lowers the threshold for transaction expenses for which AR Capital, LLC and Nicholas S. Schorsch would be required to reimburse Realty Income Corporation.

Where can investors find more detailed information about this merger?

Investors can find more detailed information in the joint proxy statement/prospectus filed with the SEC as part of the Form S-4 registration statement. These documents, along with other relevant filings, are available on the SEC's website (www.sec.gov) and potentially on the respective companies' websites.

O 8-K: Material Agreements

Summary

Realty Income Corporation (O) has filed an 8-K report detailing an amendment to its Agreement and Plan of Merger with American Realty Capital Trust, Inc. (ARCT). The key change is the introduction of a cash component to the merger consideration. Effective January 6, 2013, shareholders of ARCT will now receive 0.2874 shares of Realty Income common stock plus $0.35 in cash for each share of ARCT they own, in addition to the previously agreed-upon stock-for-stock exchange. This amendment aims to enhance the deal terms and secure necessary approvals. To facilitate this increased consideration, AR Capital, LLC and Nicholas S. Schorsch have agreed to contribute $3,000,000. This contribution is linked to an adjustment in a side letter agreement concerning transaction expense reimbursements, effectively reducing the threshold for such reimbursements by Schorsch and ARC. The filing also emphasizes that this report is not a solicitation for votes but directs investors to the joint proxy statement/prospectus filed with the SEC for comprehensive details on the transaction and associated risks.

Key Highlights

1Realty Income Corporation amended its Merger Agreement with American Realty Capital Trust, Inc. (ARCT) on January 6, 2013.
2The amendment introduces a cash component to the merger consideration: ARCT shareholders will receive $0.35 per share in cash in addition to 0.2874 shares of Realty Income common stock.
3AR Capital, LLC and Nicholas S. Schorsch will contribute $3,000,000 to cover the increased merger consideration.
4A related amendment to a side letter agreement adjusts the transaction expense reimbursement threshold for AR Capital, LLC and Nicholas S. Schorsch.
5The primary terms of the original merger agreement, aside from the cash component, remain unchanged.
6The filing directs investors to the Form S-4 registration statement containing a joint proxy statement/prospectus for detailed information regarding the transaction.
7The company provides a disclaimer regarding forward-looking statements and potential risks associated with the transaction.

REALTY INCOME CORP 8-K Report, Material Agreement (Jan 7, 2013)

Summary

Key Highlights

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