SAN DIEGO, Oct. 25, 2021 /PRNewswire/ -- Realty Income
Corporation (Realty Income, NYSE: O), The Monthly Dividend
Company®, today announced that, as of 5:00 p.m., New York
City time, on October 22, 2021
(the "Early Consent Date"), the aggregate principal amounts of each
series of notes listed in the table below (collectively, the
"VEREIT Notes") previously issued by VEREIT Operating Partnership,
L.P., had been validly tendered and not validly withdrawn in
connection with Realty Income's previously announced offers to
exchange all validly tendered and accepted VEREIT Notes of each
such series for notes to be issued by Realty Income (collectively,
the "Realty Notes"), and the related solicitation of consents from
holders of the VEREIT Notes to amend the indenture governing the
VEREIT Notes to, among other things, eliminate substantially all of
the restrictive covenants in such indenture. Holders of VEREIT
Notes who validly tender such notes after the Early Consent Date
and at or prior to the Expiration Date (which is 11:59 p.m., New York City Time, November 5, 2021 unless extended) will not
receive the early participation premium which is equal to
$30 principal amount of Realty Notes.
A Registration Statement on Form S-4 (File No. 333-260165) (the
"Registration Statement") relating to the issuance of the Realty
Notes was filed with the Securities and Exchange Commission ("SEC")
on October 8, 2021 and was declared
effective by the SEC on October 22,
2021.
Series of VEREIT
Notes
|
Tenders and
Consents Received as of the
Early Consent Date
|
Percentage of
Total Outstanding Principal Amount
of Such Series of VEREIT Notes
|
|
|
|
|
4.600% Notes due
2024
|
$486,973,000
|
97.39%
|
4.625% Notes due
2025
|
$544,221,000
|
98.95%
|
4.875% Notes due
2026
|
$595,720,000
|
99.29%
|
3.950% Notes due
2027
|
$589,941,000
|
98.32%
|
3.400% Notes due
January 2028
|
$591,957,000
|
98.66%
|
2.200% Notes due June
2028
|
$495,830,000
|
99.17%
|
3.100% Notes due
2029
|
$573,455,000
|
95.58%
|
2.850% Notes due
2032
|
$688,035,000
|
98.29%
|
|
|
|
|
|
As of the Early Consent Date, we have received valid consents to
the proposed amendments from the holders of at least a majority of
the outstanding aggregate principal amount of each series of the
VEREIT Notes, each voting as separate series. Accordingly, subject
to the below, the proposed amendments will become effective on or
about the second business day following the Expiration Date. The
consummation of the exchange offers and consent solicitations
(together, the "Exchange Offers") is subject to, and conditional
upon, the satisfaction or waiver (other than the waiver of the
condition requiring consummation of the Mergers (as defined in the
Preliminary Prospectus referred to below)) of the conditions set
forth in Realty Income's preliminary prospectus, dated as of
October 8, 2021 (the "Preliminary
Prospectus"), which forms a part of the Registration Statement,
including, among other things, the consummation of the Mergers,
which are currently expected to close in the fourth quarter of 2021
subject to customary closing conditions. The Exchange Offers will
expire at 11:59 p.m., New York City time on November 5, 2021.
The closing of the Mergers is not conditioned upon the
completion of the Exchange Offers.
The dealer managers for the Exchange Offers are:
Goldman Sachs
& Co. LLC
200 West
Street
New York, New York
10282
Attention: Liability
Management Group
Toll-Free: (800)
(828) (3182)
Collect: (212)
902-6351
Email:
GS-LM-NYC@gs.com
|
TD Securities
(USA) LLC
1 Vanderbilt Avenue,
12th Floor
New York, New York
10017
Attention: Liability
Management Group
Toll-Free: (866)
584-2096
Collect: (212)
827-7795
Email:
LM@tdsecurities.com
|
Wells Fargo
Securities, LLC
550 South Tryon
Street, 5th Floor
Charlotte, North
Carolina 28202
Attention: Liability
Management Group
Collect: (704)
410-4759
Toll Free: (866)
309-6316
Email:
liabilitymanagement@wellsfargo.com
|
The exchange agent and information agent for the Exchange Offers
is:
D.F. King & Co., Inc.
48 Wall
Street, 22nd Floor
New York, New York 10005
Attn: Michael Horthman
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (877)
283-0322
Email: realtyincome@dfking.com
Requests for copies of the Prospectus can be made directly to
the exchange agent and information agent listed above or by
visiting the investor relations page of the Realty Income website
at: https://www.realtyincome.com/investors/default.aspx.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities described
herein and is also not a solicitation of the related consents. The
Exchange Offers may be made only pursuant to the terms and
conditions of the Prospectus and the other related materials.
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.
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
us and VEREIT, Inc. and any effects of the announcement, pendency
or completion of the announced mergers, 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, our clients' ability to
adequately manage their properties and fulfill their respective
lease obligations to us, and the outcome of any legal proceedings
to which the we are a party, as described in our filings with the
Securities and Exchange Commission. Consequently, forward-looking
statements should be regarded solely as reflections of our current
operating plans and estimates. Actual operating results may differ
materially from what is expressed or forecast in this press
release. We undertake no 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