SAN DIEGO and PHOENIX, Aug. 12,
2021 /PRNewswire/ -- Realty Income Corporation (NYSE: O)
("Realty Income"), The Monthly Dividend Company®, and
VEREIT, Inc. (NYSE: VER) ("VEREIT") today announced that Realty
Income stockholders and VEREIT stockholders approved all of the
proposals necessary for the closing of the previously announced
merger pursuant to which Realty Income will acquire VEREIT.
At the special meeting of Realty Income stockholders held today,
approximately 98.9% of the votes cast were voted in favor of the
issuance of new shares of Realty Income common stock to VEREIT
stockholders as consideration in the merger, which votes
represented approximately 66.0% of the outstanding shares of Realty
Income common stock.
At the special meeting of VEREIT stockholders held today,
approximately 99.7% of the votes cast were voted in favor of the
merger, which represented approximately 80.9% of the outstanding
shares of VEREIT common stock.
The final voting results on the proposals voted on at the
special meetings will be set forth in each company's separate Form
8-Ks filed with the U.S. Securities and Exchange Commission after
certification by its inspector of election.
The merger is subject to customary closing conditions and is
expected to close during the fourth quarter of 2021. Under the
terms of the merger agreement, VEREIT shareholders will receive
0.705 shares of Realty Income stock for every share of VEREIT stock
they own immediately prior to the effective time of the merger.
About Realty Income
Realty Income, The Monthly Dividend Company®, is an
S&P 500 company and member of the S&P 500 Dividend
Aristocrats® index. We invest in people and places to
deliver dependable monthly dividends that increase over time. The
company is structured as a REIT, and its monthly dividends are
supported by the cash flow from over 6,700 real estate
properties owned under long-term lease agreements with our
commercial clients. To date, the company has declared 613
consecutive common stock monthly dividends throughout its 52-year
operating history and increased the dividend 111 times since Realty
Income's public listing in 1994 (NYSE: O). Additional information
about the company can be obtained from the corporate website at
www.realtyincome.com.
About VEREIT
VEREIT is a full-service real estate operating company which
owns and manages one of the largest portfolios of single-tenant
commercial properties in the U.S. The Company has total real
estate investments of $14.5 billion
including approximately 3,900 properties and 88.9 million square
feet. VEREIT's business model provides equity capital to
creditworthy corporations in return for long-term leases on their
properties. VEREIT is a publicly traded Maryland corporation listed on the New York
Stock Exchange. VEREIT uses, and intends to continue to use, its
Investor Relations website, which can be found
at www.VEREIT.com, as a means of disclosing material nonpublic
information and for complying with its disclosure obligations under
Regulation FD. Additional information about VEREIT can be
found through social media platforms such as Twitter and
LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
This communication may include "forward-looking statements"
within the meaning of the Private Securities Litigation Reform
Act. All statements other than statements of historical fact
are "forward-looking statements" for purposes of federal and state
securities laws. These forward-looking statements, which are based
on current expectations, estimates and projections about the
industry and markets in which Realty Income Corporation ("Realty
Income") and VEREIT, Inc. ("VEREIT") operate and beliefs of and
assumptions made by Realty Income management and VEREIT management,
involve uncertainties that could significantly affect the financial
or operating results of Realty Income, VEREIT, the combined company
or any company spun-off by the combined company. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "will," and variations of such words and similar
expressions are intended to identify such forward-looking
statements. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed
transactions involving Realty Income and VEREIT, including future
financial and operating results, plans, objectives, expectations
and intentions. All statements that address operating performance,
events or developments that we expect or anticipate will occur in
the future — including statements relating to creating value for
stockholders, benefits of the proposed transactions to clients,
employees, stockholders and other constituents of the combined
company, integrating our companies, cost savings and the expected
timetable for completing the proposed transactions — are
forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although we believe the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our
expectations will be attained and, therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. For example, these
forward-looking statements could be affected by factors including,
without limitation, risks associated with the ability to consummate
the proposed merger and the timing of the closing of the proposed
merger; the ability to secure favorable interest rates on any
borrowings incurred in connection with the proposed transactions;
the impact of indebtedness incurred in connection with the proposed
transactions; the ability to successfully integrate our operations
and employees; the ability to realize anticipated benefits and
synergies of the proposed transactions as rapidly or to the extent
anticipated by financial analysts or investors; the potential
liability for a failure to meet regulatory or tax-related
requirements, including the maintenance of REIT status; material
changes in the dividend rates on securities or the ability to pay
dividends on common shares or other securities; potential changes
to tax legislation; changes in demand for developed properties;
adverse changes in the financial condition of joint venture
partner(s) or major tenants; risks associated with the acquisition,
development, expansion, leasing and management of properties; risks
associated with the ability to consummate the proposed spin-off of
a company holding the office property assets of Realty Income and
VEREIT ("SpinCo") and the terms thereof, and the timing of the
closing of the proposed spin-off; the risks associated with the
ability to list the common stock of SpinCo on a national stock
exchange following the proposed spin-off; risks associated with the
ability to consummate any sales of the office property assets of
Realty Income and VEREIT and the impact of such sales on SpinCo or
the combined company; risks associated with the ability to
consummate the spin-off on terms contemplated by Realty Income and
VEREIT; the failure to obtain debt financing to capitalize SpinCo,
risks associated with the geographic concentration of Realty
Income, VEREIT or SpinCo; risks associated with the industry
concentration of tenants; the potential impact of announcement of
the proposed transactions or consummation of the proposed
transactions on relationships, including with clients, employees,
customers and competitors; the unfavorable outcome of any legal
proceedings that have been or may be instituted against Realty
Income, VEREIT or any company spun-off by the combined company;
significant costs related to uninsured losses, condemnation, or
environmental issues; the ability to retain key personnel; the
amount of the costs, fees, expenses and charges related to the
proposed transactions and the actual terms of the financings that
may be obtained in connection with the proposed transactions;
changes in local, national and international financial market,
insurance rates and interest rates; general adverse economic and
local real estate conditions; the inability of major tenants to
continue paying their rent obligations due to bankruptcy,
insolvency or a general downturn in their business; foreign
currency exchange rates; increases in operating costs and real
estate taxes; changes in the dividend policy for Realty Income's or
VEREIT's common stock or preferred stock or Realty Income's or
VEREIT's ability to pay dividends; impairment charges;
unanticipated changes in Realty Income's or VEREIT's intention or
ability to prepay certain debt prior to maturity and/or hold
certain securities until maturity; pandemics or other health
crises, such as coronavirus (COVID-19); and those additional risks
and factors discussed in reports filed with the U.S. Securities and
Exchange Commission ("SEC") by Realty Income and VEREIT. Moreover,
other risks and uncertainties of which Realty Income or VEREIT are
not currently aware may also affect each of the companies'
forward-looking statements and may cause actual results and the
timing of events to differ materially from those anticipated.
The forward-looking statements made in this communication are made
only as of the date hereof or as of the dates indicated in the
forward-looking statements, even if they are subsequently made
available by Realty Income or VEREIT on their respective websites
or otherwise. Neither Realty Income nor VEREIT undertakes any
obligation to update or supplement any forward-looking statements
to reflect actual results, new information, future events, changes
in its expectations or other circumstances that exist after the
date as of which the forward-looking statements were made.
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SOURCE Realty Income Corporation; VEREIT