SAN DIEGO and PHOENIX, Nov. 1,
2021 /PRNewswire/ -- Realty Income Corporation (Realty
Income, NYSE: O), The Monthly Dividend Company®, and
VEREIT, Inc. (NYSE: VER) ("VEREIT") today announced the completion
of their previously announced merger. The common stock of the
combined company will trade under the symbol "O" on the NYSE,
beginning today. The closing follows the satisfaction of all
conditions to the closing of the merger, including receipt of
approval of the transaction by Realty Income and VEREIT
stockholders, which stockholder approvals were obtained on
August 12, 2021. Under the terms of
the merger agreement, VEREIT stockholders were entitled to receive,
for each share of VEREIT common stock held, 0.705 shares of Realty
Income common stock.
"We are pleased to announce the completion of our merger with
VEREIT, strengthening our position as the leading net lease REIT
and global consolidator of the net lease space," said Sumit Roy, Realty Income's President and Chief
Executive Officer. "With the closing of the VEREIT merger, we
believe our size, scale and diversification will further enhance
many of our competitive advantages, accelerate our investment
activities, and enhance shareholder value for years to come. I
thank all of our employees for their tireless efforts to achieve
this milestone and welcome our new colleagues to our 'One
Team'."
As previously announced, Realty Income also expects to complete
its spin-off of substantially all the office assets of the combined
company into a new, publicly traded REIT named Orion Office REIT
Inc. (NYSE: ONL) ("Orion"). The spin-off will be effected by a
special dividend to all Realty Income stockholders, including
legacy VEREIT stockholders, which is expected to occur on
November 12, 2021 ("Distribution").
For every ten shares of Realty Income common stock held of record
by Realty Income stockholders as of the close of business on
November 2, 2021, the record date for
the Distribution, such stockholder will receive one share of Orion
common stock. Shares of Orion common stock are expected to commence
trading on the New York Stock Exchange on November 15, 2021.
Pursuant to the merger agreement, upon the closing of the
merger, two former VEREIT directors, Priscilla Almodovar and Mary Hogan Preusse, were appointed to the Realty
Income board.
Ms. Almodovar served as a board member of VEREIT from
February 2021 to the closing of the
merger and is currently the President and Chief Executive Officer
of Enterprise Community Partners, an organization that invests in
communities nationwide to address affordable housing solutions,
racial equity and climate resilience initiatives and the
accessibility to investment capital products. She also serves a
member of the U.S. Secretary of Energy Advisory Board. Prior
to Enterprise Community Partners, Ms. Almodovar held the position
of Managing Director at JP Morgan Chase, where she led national
real estate businesses which focused on commercial real estate and
community development. Before JP Morgan, she was the President and
Chief Executive Officer of the New York
State Housing Finance Agency/State of New York Mortgage
Agency. Prior to that, Ms. Almodovar was a corporate partner at the
global law firm, White & Case LLP. Ms. Almodovar received her
J.D. from Columbia University School of
Law and her B.A. in Economics from Hofstra
University.
Ms. Hogan Preusse served as a board member of VEREIT from
February 2017 to the closing of the
merger and currently serves on the board of Kimco Realty, Digital
Realty Trust, and Host Hotels & Resorts. She is also a Senior
Advisor to Fifth Wall, the venture capital firm. She is a member of
NAREIT's Advisory Board of Governors and is a recipient of that
organization's Industry Achievement Award. Most recently, Ms.
Hogan Preusse held the position of Managing Director and Co-Head of
Americas Real Estate at APG Asset Management, US., where she was
responsible for managing the firm's public real estate investments
in the Americas. Prior to APG, she spent eight years as a sell
side analyst covering the REIT sector and she began her career at
Merrill Lynch as an investment banking analyst. Ms. Hogan
Preusse is a graduate of Bowdoin
College in Brunswick, Maine
with a degree in Mathematics and is a member of Bowdoin's Board of Trustees.
Advisors
Moelis & Company LLC served as lead financial advisor, Wells
Fargo Securities served as financial advisor, and Latham &
Watkins LLP acted as legal advisor to Realty Income. J.P. Morgan
Securities LLC served as exclusive financial advisor and Wachtell,
Lipton, Rosen & Katz acted as legal advisor to VEREIT.
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.
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 anticipated spin-off of the
office properties of Realty Income, Inc., and any effects of the
announcement, pendency or completion of the spin-off, including the
anticipated benefits therefrom, the anticipated benefits of the
completed merger with VEREIT, 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, and the outcome of
any legal proceedings to which Realty Income is a party.
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