Item 1.01. Entry Into a Material Definitive Agreement
As previously disclosed, on April 29, 2021, Realty Income Corporation ("Realty
Income") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with VEREIT, Inc., a Maryland corporation ("VEREIT"), VEREIT Operating
Partnership, L.P., a Delaware limited partnership ("VEREIT OP"), Rams MD
Subsidiary I, Inc., a Maryland corporation and wholly owned subsidiary of Realty
Income ("Merger Sub 1"), and Rams Acquisition Sub II, LLC, a Delaware limited
liability company and wholly owned subsidiary of Realty Income ("Merger Sub 2").
The Merger Agreement provides for, subject to the terms and conditions thereof,
the combination of Realty Income and VEREIT through (i) a merger of Merger Sub 2
with and into VEREIT OP, with VEREIT OP continuing as the surviving entity (the
"Partnership Merger") and (ii) immediately thereafter, a merger of VEREIT with
and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation
(the "Merger" and together with the Partnership Merger, the "Mergers").
On June 25, 2021, Realty Income, Merger Sub 1, Merger Sub 2, VEREIT and VEREIT
OP, entered into Amendment No. 1 to the Merger Agreement (the "Merger Agreement
Amendment"), pursuant to which the Merger Agreement was amended to provide that,
at the date and time the Partnership Merger becomes effective (the "Partnership
Merger Effective Time"), each outstanding VEREIT OP Common Unit (as defined in
the Merger Agreement) owned by VEREIT, Realty Income or their respective
affiliates as of immediately prior to the Partnership Merger Effective Time
shall remain outstanding as partnership interests in the surviving entity, and
shall not be converted into the right to receive the number of newly issued
shares of Realty Income Common Stock equal to 0.705 per VEREIT OP Common Unit.
All other terms of the Merger Agreement, which was previously filed by the
Company as Exhibit 2.1 to the Company's Current Report on Form 8-K on April
30, 2021, remain unchanged.
The foregoing summary description of the Merger Agreement Amendment is subject
to and qualified in its entirety by reference to the Merger Agreement Amendment,
a copy of which is attached hereto as Exhibit 2.1 and the terms of which are
incorporated herein by reference.
Item 7.01 Regulation FD.
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, on June 25, 2021, Realty Income filed
with the Securities and Exchange Commission (the "SEC") a registration statement
as amended, (the "Registration Statement") on Form S-4 originally filed on
June 4, 2021 , which contains a preliminary joint proxy statement/prospectus,
and each party will file other documents regarding the proposed transaction with
the SEC. 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
2.1 Amendment No. 1 to Agreement and Plan of Merger, dated June 25,
2021, by and among Realty Income Corporation, Rams MD Acquisition Sub
I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT
Operating Partnership, L.P.
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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