Item 7.01. Regulation FD Disclosure.
On April 29, 2021, VEREIT, Inc., a Maryland corporation ("VEREIT"), and Realty
Income Corporation, a Maryland corporation ("Realty Income"), issued a joint
press release announcing the execution of an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of April 29, 2021, pursuant to which, subject to
the terms and conditions set forth therein, Realty Income will acquire VEREIT in
an all-stock transaction. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
In connection with the announcement of the Merger Agreement, VEREIT and Realty
Income intend to provide supplemental information regarding the proposed
transaction in connection with presentations to analysts and investors. The
slides that will be made available in connection with the presentations are
attached hereto as Exhibit 99.2 and incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K 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 and 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; 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; risks associated with the ability to
consummate any sales of office property assets of Realty Income and VEREIT and
the impact of such sales on SpinCo or the combined company; 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 business
relationships, including with clients, employees, customers and competitors;
unfavorable outcomes of any legal proceedings that have been or may be
instituted against Realty Income, VEREIT or any company spun-off by the combined
company; costs related to uninsured losses, condemnation, or environmental
issues; the ability to retain key personnel; 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 markets, insurance rates and interest
rates; general adverse
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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 dividend policy or ability
to pay dividends for Realty Income's or VEREIT's common stock or preferred
stock; 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.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed transaction, Realty Income and VEREIT will file
with the SEC a registration statement on Form S-4 containing a joint proxy
statement/prospectus and other documents regarding the proposed transaction. The
joint proxy statement/prospectus will contain important information about the
proposed transaction and related matters. STOCKHOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
REALTY INCOME, VEREIT AND THE PROPOSED TRANSACTION.
Investors and security holders of Realty Income and VEREIT will be able to
obtain free copies of the registration statement, the joint proxy
statement/prospectus and other relevant documents filed by Realty Income and
VEREIT with the SEC through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by Realty Income with the SEC are also available
on Realty Income's website at www.realtyincome.com, and copies of the documents
filed by VEREIT with the SEC are available on VEREIT's website at
www.vereit.com.
Realty Income, VEREIT and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from Realty Income's
and VEREIT's stockholders in respect of the proposed transaction. Information
regarding Realty Income's directors and executive officers can be found in
Realty Income's definitive proxy statement filed with the SEC on April 1, 2021.
Information regarding VEREIT's directors and executive officers can be found in
VEREIT's definitive proxy statement filed with the SEC on April 15, 2021.
Additional information regarding the interests of such potential participants
will be included in the joint proxy statement/prospectus and other relevant
documents filed with the SEC in connection with the proposed transaction if and
when they become available. These documents are available on the SEC's website
and from Realty Income or VEREIT, as applicable, using the sources indicated
above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Joint Press Release , dated April 29, 2021
99.2 Investor Presentat ion , dated April 29, 2021
Cover Page Interactive Data File (formatted as inline XBRL and contained in
104 Exhibit 101).
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