Summary
Realty Income Corporation (O) filed this Current Report on Form 8-K to provide updated unaudited pro forma condensed combined financial statements related to its proposed merger with VEREIT, Inc. These revised financial statements supersede the previously filed ones and offer a projected view of the combined entity's financial position and performance as of and for the periods ending March 31, 2021, and December 31, 2020. Additionally, the filing addresses the ongoing litigation surrounding the proposed merger. Several lawsuits have been filed by purported stockholders of both VEREIT and Realty Income, alleging misstatements or omissions of material information in the disclosure documents. While the defendants believe these claims are without merit and intend to defend vigorously, the company acknowledges the inherent uncertainty of litigation and the potential for additional suits.
Key Highlights
- 1Updated unaudited pro forma condensed combined financial statements for the merger with VEREIT, Inc. are being provided.
- 2The revised pro forma financial statements supersede those previously filed on June 4, 2021.
- 3Seven lawsuits have been filed by stockholders of VEREIT and Realty Income challenging disclosures related to the merger.
- 4The lawsuits generally allege violations of Section 14(a) and Rule 14a-9 of the Exchange Act regarding misstatements or omissions of material information.
- 5Some complaints also allege breaches of fiduciary duty and aiding and abetting such breaches.
- 6Realty Income and VEREIT intend to vigorously defend against all claims, but acknowledge the uncertainty of litigation outcomes.
- 7The company reiterates its forward-looking statements and the risks and uncertainties associated with the proposed merger and other business activities.