What is the main change introduced by the Amendment No. 1 to the Merger Agreement?

The primary change is the revised treatment of VEREIT Operating Partnership, L.P. (VEREIT OP) common units. Instead of being converted into Realty Income common stock at a 0.705 ratio, these units held by VEREIT or Realty Income and their affiliates will remain outstanding as partnership interests in the surviving entity after the merger.

Does this amendment affect the overall deal terms or exchange ratio for VEREIT shareholders?

The filing states that 'All other terms of the Merger Agreement... remain unchanged.' This suggests that the amendment specifically addresses the VEREIT OP common units and does not alter the fundamental exchange ratios or other material terms of the merger for VEREIT shareholders as previously agreed.

What is the purpose of the Form S-4 registration statement filed on June 25, 2021?

The Form S-4 registration statement, which includes a preliminary joint proxy statement/prospectus, is filed in connection with the proposed merger. It provides detailed information about the transaction, the companies involved, and is intended to solicit votes or approvals from shareholders of both Realty Income and VEREIT.

Where can investors find more detailed information about the merger and this amendment?

Investors are urged to read the preliminary joint proxy statement/prospectus contained within the Form S-4 registration statement, as well as other relevant documents filed by Realty Income and VEREIT with the SEC. These can be accessed on the SEC's website (www.sec.gov) or on the respective companies' websites (www.realtyincome.com and www.vereit.com).

O 8-K: Material Agreements & Regulation FD

Summary

Realty Income Corporation (O) filed an 8-K on June 25, 2021, detailing an amendment to its previously announced merger agreement with VEREIT, Inc. The primary impact of this amendment is a change to the treatment of VEREIT Operating Partnership, L.P. (VEREIT OP) common units. Specifically, VEREIT OP common units held by VEREIT or Realty Income and their affiliates will now remain outstanding as partnership interests in the surviving entity, rather than being converted into Realty Income common stock at a specified ratio. This filing also provides important information for investors regarding the ongoing merger process. Realty Income filed an amended registration statement (Form S-4) with the SEC on the same date, which includes a preliminary joint proxy statement/prospectus. Investors are strongly encouraged to read these documents carefully once available, as they will contain crucial details about the transaction, the companies involved, and any voting or approval processes.

Key Highlights

1Amendment to the merger agreement between Realty Income (O) and VEREIT, Inc. announced.
2Key change in the amendment concerns the treatment of VEREIT Operating Partnership, L.P. (VEREIT OP) common units.
3VEREIT OP common units held by VEREIT or Realty Income affiliates will remain outstanding in the surviving entity.
4These VEREIT OP common units will not be converted into Realty Income Common Stock at the previously specified ratio (0.705 shares per unit).
5Realty Income filed an amended registration statement (Form S-4) on June 25, 2021.
6The Form S-4 includes a preliminary joint proxy statement/prospectus for the proposed merger.
7Investors are advised to consult SEC filings for comprehensive information on the transaction.

REALTY INCOME CORP 8-K Report, Material Agreement (Jun 25, 2021)

Summary

Key Highlights

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