SAN DIEGO and PHOENIX, Oct. 22,
2021 /PRNewswire/ -- Realty Income Corporation (Realty
Income, NYSE: O), The Monthly Dividend Company®, and
VEREIT, Inc. (NYSE: VER) ("VEREIT") today announced that they
anticipate closing their previously announced merger on
November 1, 2021. In addition, the
Registration Statement on Form 10 associated with the previously
announced plan to spin-off substantially all the office assets from
Realty Income and VEREIT, filed under the newly created company
Orion Office REIT Inc. (NYSE: ONL) ("Orion"), is effective as of
today, October 22, 2021. Realty
Income has declared November 2, 2021
as the record date for the spin-off and November 12, 2021 as the distribution date for
the spin-off.
The dates set forth above may be delayed subject to satisfaction
or waiver of the conditions to the merger and spin-off. The
spin-off will be accomplished via a pro rata dividend of one share
of Orion common stock for every ten shares of Realty Income common
stock outstanding as of the record date for the spin-off. For
purposes of the spin-off, the outstanding Realty Income common
stock on the record date will include the shares of Realty Income
common stock received by VEREIT common stockholders in connection
with the consummation of the merger. Realty Income stockholders
will receive cash in lieu of fractional shares in the spin-off.
Realty Income and VEREIT stockholders are urged to consult their
financial and tax advisors regarding the particular consequences of
the merger and spin-off in their situation, including, without
limitation, the specific implications of selling shares of Orion
stock and the applicability and effect of any U.S. federal, state,
local and foreign tax laws. Realty Income stockholders who hold
common stock on the record date and decide to sell any of their
Realty Income common stock before the spin-off date should consult
with their stockbroker, bank, or other nominee to understand
whether the shares of Realty Income common stock will be sold with
or without the entitlement to Orion common stock pursuant to the
spin-off.
No action is required by Realty Income or VEREIT stockholders in
order to receive shares of Orion stock in the spin-off. For
additional information regarding the spin-off, please consult the
full Registration Statement on Form 10 and other information that
may be filed by Orion with the Securities and Exchange Commission
("SEC"). For additional information about the merger, please
consult the Joint Proxy Statement / Prospectus filed by Realty
Income with the SEC.
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 commercial clients. To
date, the company has declared 616 consecutive common stock monthly
dividends throughout its 52-year operating history and increased
the dividend 112 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 until the merger closes 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.
Forward-Looking Statements
Statements in this press release that are not strictly
historical are "forward-looking" statements. Forward-looking
statements involve known and unknown risks, which may cause our
actual future results to differ materially from expected results.
These risks include, among others, general economic conditions,
domestic and foreign real estate conditions, client financial
health, the availability of capital to finance planned growth,
volatility and uncertainty in the credit markets and broader
financial markets, changes in foreign currency exchange rates,
property acquisitions and the timing of these acquisitions, the
structure, timing and completion of the announced mergers between
Realty Income and VEREIT, Inc. and/or the anticipated spin-off of
the office properties of Realty Income and VEREIT, Inc., and any
effects of the announcement, pendency or completion of the
announced mergers and/or spin-off, including the anticipated
benefits therefrom, charges for property impairments, the effects
of the COVID-19 pandemic and the measures taken to limit its
impact, the effects of pandemics or global outbreaks of contagious
diseases or fear of such outbreaks, the ability of clients to
adequately manage their properties and fulfill their respective
lease obligations to Realty Income or VEREIT, and the outcome of
any legal proceedings to which Realty Income or VEREIT are a party,
as described in their respective filings with the Securities and
Exchange Commission. Consequently, forward-looking statements
should be regarded solely as reflections of Realty Income's or
VEREIT's current operating plans and estimates. Actual operating
results may differ materially from what is expressed or forecast in
this press release. Neither Realty Income nor VEREIT undertake any
obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect events
or circumstances after the date these statements were made.
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SOURCE Realty Income Corporation; VEREIT