Realty Income And VEREIT Announce Anticipated Closing Date For Merger And Realty Income Sets Record And Distribution Dates For Spin-Off
Realty Income Corporation (NYSE: O) and VEREIT, Inc. (NYSE: VER) announced the anticipated closing of their merger on November 1, 2021. Concurrently, Realty Income's spin-off of office assets into a new entity, Orion Office REIT Inc. (NYSE: ONL), is effective as of October 22, 2021. Realty Income shareholders will receive one share of Orion for every ten shares held, with the record date set for November 2, 2021 and distribution on November 12, 2021. Shareholders are advised to consult financial advisors regarding tax implications of the transactions.
- Merger expected to close on November 1, 2021, potentially enhancing Realty Income's market position.
- Spin-off of Orion Office REIT could unlock value for shareholders, allowing for focused investment in office properties.
- Uncertainty regarding the fulfillment of merger and spin-off conditions, which may lead to delays.
- Shareholders may face tax implications from the spin-off and merger, complicating financial planning.
SAN DIEGO and PHOENIX, Oct. 22, 2021 /PRNewswire/ -- Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, and VEREIT, Inc. (NYSE: VER) ("VEREIT") today announced that they anticipate closing their previously announced merger on November 1, 2021. In addition, the Registration Statement on Form 10 associated with the previously announced plan to spin-off substantially all the office assets from Realty Income and VEREIT, filed under the newly created company Orion Office REIT Inc. (NYSE: ONL) ("Orion"), is effective as of today, October 22, 2021. Realty Income has declared November 2, 2021 as the record date for the spin-off and November 12, 2021 as the distribution date for the spin-off.
The dates set forth above may be delayed subject to satisfaction or waiver of the conditions to the merger and spin-off. The spin-off will be accomplished via a pro rata dividend of one share of Orion common stock for every ten shares of Realty Income common stock outstanding as of the record date for the spin-off. For purposes of the spin-off, the outstanding Realty Income common stock on the record date will include the shares of Realty Income common stock received by VEREIT common stockholders in connection with the consummation of the merger. Realty Income stockholders will receive cash in lieu of fractional shares in the spin-off.
Realty Income and VEREIT stockholders are urged to consult their financial and tax advisors regarding the particular consequences of the merger and spin-off in their situation, including, without limitation, the specific implications of selling shares of Orion stock and the applicability and effect of any U.S. federal, state, local and foreign tax laws. Realty Income stockholders who hold common stock on the record date and decide to sell any of their Realty Income common stock before the spin-off date should consult with their stockbroker, bank, or other nominee to understand whether the shares of Realty Income common stock will be sold with or without the entitlement to Orion common stock pursuant to the spin-off.
No action is required by Realty Income or VEREIT stockholders in order to receive shares of Orion stock in the spin-off. For additional information regarding the spin-off, please consult the full Registration Statement on Form 10 and other information that may be filed by Orion with the Securities and Exchange Commission ("SEC"). For additional information about the merger, please consult the Joint Proxy Statement / Prospectus filed by Realty Income with the SEC.
About Realty Income
Realty Income, The Monthly Dividend Company®, is an S&P 500 company and member of the S&P 500 Dividend Aristocrats® index. We invest in people and places to deliver dependable monthly dividends that increase over time. The company is structured as a REIT, and its monthly dividends are supported by the cash flow from over 6,700 real estate properties owned under long-term lease agreements with commercial clients. To date, the company has declared 616 consecutive common stock monthly dividends throughout its 52-year operating history and increased the dividend 112 times since Realty Income's public listing in 1994 (NYSE: O). Additional information about the company can be obtained from the corporate website at www.realtyincome.com.
About VEREIT
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. The Company has total real estate investments of
Forward-Looking Statements
Statements in this press release that are not strictly historical are "forward-looking" statements. Forward-looking statements involve known and unknown risks, which may cause our actual future results to differ materially from expected results. These risks include, among others, general economic conditions, domestic and foreign real estate conditions, client financial health, the availability of capital to finance planned growth, volatility and uncertainty in the credit markets and broader financial markets, changes in foreign currency exchange rates, property acquisitions and the timing of these acquisitions, the structure, timing and completion of the announced mergers between Realty Income and VEREIT, Inc. and/or the anticipated spin-off of the office properties of Realty Income and VEREIT, Inc., and any effects of the announcement, pendency or completion of the announced mergers and/or spin-off, including the anticipated benefits therefrom, charges for property impairments, the effects of the COVID-19 pandemic and the measures taken to limit its impact, the effects of pandemics or global outbreaks of contagious diseases or fear of such outbreaks, the ability of clients to adequately manage their properties and fulfill their respective lease obligations to Realty Income or VEREIT, and the outcome of any legal proceedings to which Realty Income or VEREIT are a party, as described in their respective filings with the Securities and Exchange Commission. Consequently, forward-looking statements should be regarded solely as reflections of Realty Income's or VEREIT's current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. Neither Realty Income nor VEREIT undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.
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SOURCE Realty Income Corporation; VEREIT
FAQ
What is the anticipated closing date for the Realty Income and VEREIT merger?
What are the record and distribution dates for the Orion Office REIT spin-off?
How will Realty Income shareholders receive shares of Orion?
What should shareholders consider regarding the tax implications of the merger and spin-off?
What is the purpose of the merger between Realty Income and VEREIT?
