Item 7.01. Regulation FD Disclosure.
On October 4, 2021, in connection with the proposed merger (the "Merger")
between Realty Income Corporation (the "Company") and VEREIT, Inc., Orion Office
REIT Inc. ("Orion") publicly filed a draft registration statement on Form 10
with the Securities and Exchange Commission (the "SEC") related to the proposed
spin-off (the "Spin-off") of the combined office assets of the Company and
VEREIT into a separate, publicly traded REIT.
The Spin-off remains subject to various conditions, including the consummation
of the Merger, the declaration of effectiveness of Orion's Form 10 registration
statement with the SEC, approval for listing of Orion's common stock on a
national securities exchange and completion of any necessary financings and
reorganization steps, among others. No assurance can be given regarding the
final form that a Spin-off may take or the specific terms or timing thereof, or
that the Spin-off will in fact occur.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibit hereto 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 condition or operating results of Realty Income, VEREIT,
the combined company that will be formed by the Merger, if consummated, or any
company spun-off by the combined company including the Spin-off. 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
condition 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 with those of VEREIT; 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
Spin-off of Orion 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 the Company and VEREIT and the impact of such sales on
Orion or the combined company; failure to obtain debt financing to capitalize
Orion; risks associated with the geographic concentration of the Company, VEREIT
or Orion; 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 (including those described above) that have been or may be
instituted against Realty Income, VEREIT or any company spun-off by the combined
company including the Spin-off; 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 the
Company's or VEREIT's common stock or preferred stock; impairment charges;
unanticipated changes in the Company'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 SEC by
Realty Income. Moreover, other risks and uncertainties of which Realty Income or
VEREIT are not currently aware may also affect these 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. The Company undertakes no 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.
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. The
foregoing information in this Item 7.01 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 the Company's filings,
whether made before or after the date hereof, regardless of any general
incorporation language in any such filing
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