Item 7.01.
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Regulation FD Disclosure.
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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