8-KMaterial AgreementsOther EventsExhibits & Filings

REALTY INCOME CORP 8-K Report, Material Agreement (Apr 30, 2021)

Filed April 30, 2021For Securities:O

Summary

Realty Income Corporation (O) has filed an 8-K report announcing a material definitive agreement for a merger with VEREIT, Inc. This transaction is structured as a merger of VEREIT and its operating partnership into Realty Income subsidiaries. Upon closing, VEREIT common stock will be converted into Realty Income common stock at an exchange ratio of 0.705. VEREIT Series F Preferred Stock will be redeemed, and VEREIT Series F Preferred Units will be converted into a cash redemption amount. The transaction is expected to close in the fourth quarter of 2021 and is subject to customary closing conditions, including shareholder approvals and regulatory filings. The agreement also outlines provisions for equity award conversions, potential governance changes, and a contemplated spin-off of office properties into a separate REIT post-merger. Termination fees and expense reimbursement clauses are also detailed.

Key Highlights

  • 1Realty Income enters into a Merger Agreement to acquire VEREIT, Inc.
  • 2The acquisition will be an all-stock transaction with an exchange ratio of 0.705 shares of Realty Income for each share of VEREIT common stock.
  • 3VEREIT's Series F Preferred Stock will be redeemed, and its operating partnership's Series F Preferred Units will be redeemed for cash.
  • 4A significant component of the deal includes a planned spin-off of VEREIT's office properties into a new, publicly traded REIT (OfficeCo) after the merger.
  • 5The transaction is anticipated to close in the fourth quarter of 2021, subject to shareholder approvals and other closing conditions.
  • 6The Merger Agreement includes provisions for the appointment of two VEREIT directors to Realty Income's board post-merger.
  • 7Customary representations, warranties, covenants, non-solicitation obligations, and termination fees are part of the agreement.

Frequently Asked Questions

This 8-K filing announces that Realty Income Corporation has entered into a material definitive agreement to merge with VEREIT, Inc. It details the terms of the merger, including the exchange ratio, treatment of VEREIT's preferred stock and operating partnership units, and other significant aspects of the transaction.

VEREIT common stockholders will receive 0.705 shares of Realty Income common stock for each share of VEREIT common stock they own. Holders of VEREIT Series F Preferred Stock will have their shares redeemed for a specified cash amount.

The merger agreement includes a plan to contribute certain office properties from both Realty Income and VEREIT into a new subsidiary, OfficeCo. Realty Income will then distribute all shares of OfficeCo to its shareholders (which will include former VEREIT shareholders post-merger), creating a separate, publicly traded REIT focused on office properties.

The transaction is expected to close during the fourth quarter of 2021, provided all conditions, including shareholder approvals and regulatory requirements, are met.