Realty Income Corporation (NYSE:O) announced the spin-off of office real properties to its shareholders for $1.3 billion on April 29, 2021. Under the terms of the transaction, shareholders of Realty Income Corporation will receive one share of Orion common shares for every ten common shares of Realty Income Corporation held as of the record date of November 2, 2021. In another transaction, Realty Income Corporation entered into a definitive merger agreement to acquire VEREIT, Inc (NYSE:VER). Realty Income and VEREIT will contribute certain of their office real properties to a newly formed wholly owned subsidiary of Realty Income (“OfficeCo”) and Realty Income will distribute all of the outstanding voting shares of common stock in OfficeCo to Realty Income's shareholders on a pro rata basis. Realty Income common stock will continue to trade on the NYSE after the distribution. Following the consummation of the spin-off, Realty Income and VEREIT intend for OfficeCo to operate as a separate, publicly-traded REIT. On July 21, 2021, Orion Office REIT Inc. was established as the OfficeCo. Orion expects its common stock to be listed on the NYSE under the symbol “BELT.” Orion anticipates that trading in shares of its common stock will begin on a “when-issued” basis as early as two days before the record date and will continue up to and through the Distribution Date and that “regular-way” trading in Orion common stock will begin on the first trading day following the completion of the Distribution.

After the distribution, Paul H. McDowell will be Orion's Chief Executive Officer and also a member of Orion's Board of Directors, and Gavin Brandon, Gary Landriau and Chris Day, current senior management of VEREIT, will serve as Orion's other executive officers. None of Orion's management team will hold positions with Realty Income or VEREIT following the distribution. The transaction is subject to U.S. Securities and Exchange Commission declaring effective the Form 10 registration statement related to the Spin-Off, consummation of the merger and separation, the execution of ancillary agreements, including the transition services agreement, a tax matters agreement and an employee matters agreement, approval for listing of Orion's common stock on a national securities exchange and completion of any necessary financings and reorganization steps, among others. The Board of Directors of Realty Income and VEREIT have unanimously approved the transaction. On October 22, 2021, the Registration Statement on Form 10 was declared effective. The transaction is expected to be completed on November 12, 2021. As of November 9, 2021, the transaction is expected to be completed on November 15, 2021. Shares of Orion common stock are expected to commence trading on the New York Stock Exchange on November 15, 2021. Computershare Trust Company, N.A. acted as the transfer agent for the Orion common stock.

Realty Income Corporation (NYSE:O) completed the spin-off of Orion Office REIT Inc. (NYSE:ONL.WI) on November 12, 2021.