Blog: REALTY INCOME : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K/A) – marketscreener.com

Item 7.01. Regulation FD Disclosure.

On April 29, 2021, Realty Income Corporation, a Maryland corporation (“Realty
Income” or the “Company”) and VEREIT, Inc., a Maryland corporation (“VEREIT”),
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
furnished as Exhibit 99.1 hereto and incorporated by reference in this Item
7.01.

In connection with the announcement of the Merger Agreement, Realty Income and
VEREIT 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
furnished has Exhibit 99.2 hereto and incorporated by reference in this Item
7.01.

The foregoing information in this Item 7.01, including the information contained
in the press release and investor presentation in Exhibits 99.1 and 99.2, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and is not incorporated by reference
into any of Realty Income’s filings, whether made before or after the date
hereof, regardless of any general incorporation language in any such filing.



Forward Looking Statements


This Current Report on Form 8-K/A 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 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 Securities and Exchange Commission (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
but is not a part of or incorporated by reference into this Current Report on
Form 8-K/A.

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 http://www.sec.gov.
Copies of the documents filed by Realty Income with the SEC are also available
on Realty Income’s website at http://www.realtyincome.com, and copies of the documents
filed by VEREIT with the SEC are available on VEREIT’s website at
http://www.vereit.com. None of the foregoing documents is a part of or incorporated by
reference into this Current Report on Form 8-K/A.

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 but none of those documents is a part of or incorporated by reference into
this Current Report on Form 8-K/A.

Item 9.01 Financial Statements and Exhibits.





(d)      Exhibits.



Exhibit No                                 Description

99.1           Joint Press Release issued by Realty Income Corporation and VEREIT on
             April 29, 2021 (incorporated by reference to Exhibit 99.1 to the
             Company's Current Report on Form 8-K filed on April 29, 2021).
99.2           Joint Investor Presentation, dated April 29, 2021 (incorporated by
             reference to Exhibit 99.2 to the Company's Current Report on Form 8-K
             filed on April 29, 2021).
104          Cover Page Interactive Data File (formatted as inline XBRL and contained
             in Exhibit 101)

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