SAN DIEGO, Oct. 8, 2021 /PRNewswire/ -- Realty Income
Corporation (Realty Income, NYSE: O), The Monthly Dividend
Company®, today announced that it will commence offers
to exchange all validly tendered and accepted notes of the
following series issued by VEREIT Operating Partnership, L.P.
("VEREIT"), for notes to be issued by Realty Income as described
below (collectively the "Realty Notes"). A Registration Statement
on Form S-4 (the "Registration Statement") relating to the issuance
of the Realty Notes was filed with the Securities and Exchange
Commission ("SEC") on October 8,
2021, but has not yet been declared effective.
- 4.600% Notes due 2024 issued by VEREIT (the "2024 Notes") for
up to an aggregate principal amount of $500,000,000 of new 4.600% Notes due 2024 issued
by Realty Income (the "New 2024 Notes");
- 4.625% Notes due 2025 issued by VEREIT (the "2025 Notes") for
up to an aggregate principal amount of $550,000,000 of new 4.625% Notes due 2025 issued
by Realty Income (the "New 2025 Notes");
- 4.875% Notes due 2026 issued by VEREIT (the "2026 Notes") for
up to an aggregate principal amount of $600,000,000 of new 4.875% Notes due 2026 issued
by Realty Income (the "New 2026 Notes");
- 3.950% Notes due 2027 issued by VEREIT (the "2027 Notes") for
up to an aggregate principal amount of $600,000,000 of new 3.950% Notes due 2027 issued
by Realty Income (the "New 2027 Notes");
- 3.400% Notes due January 2028
issued by VEREIT (the "January 2028
Notes") for up to an aggregate principal amount of $600,000,000 of new 3.400% Notes due January 2028 issued by Realty Income (the "New
January 2028 Notes");
- 2.200% Notes due June 2028 issued
by VEREIT (the "June 2028 Notes") for
up to an aggregate principal amount of $500,000,000 of new 2.200% Notes due June 2028 issued by Realty Income (the "New
June 2028 Notes");
- 3.100% Notes due 2029 issued by VEREIT (the "2029 Notes") for
up to an aggregate principal amount of $600,000,000 of new 3.100% Notes due 2029 issued
by Realty Income (the "New 2029 Notes");
- 2.850% Notes due 2032 issued by VEREIT (the "2032 Notes") for
up to an aggregate principal amount of $700,000,000 of new 2.850% Notes due 2032 issued
by Realty Income (the "New 2032 Notes").
The following table sets forth the Exchange Consideration (as
defined herein), Early Participation Premium (as defined herein)
and Total Consideration (as defined herein) for each series of
VEREIT Notes:
Aggregate Principal
Amount ($mm)
|
Series of Notes
Issued by VEREIT to be Exchanged (Collectively, the "VEREIT
Notes")
|
CUSIP
No.
|
Series of Notes to
be Issued by Us (Collectively, the "Realty Notes")
|
Exchange
Consideration(1)(2)
|
Early Participation
Premium(1)(2)
|
Total
Consideration(1)(2)(3)
|
|
|
|
|
Realty Notes
(principal amount)
|
Cash
|
Realty Notes
(principal amount)
|
Realty Notes
(principal amount)
|
Cash
|
|
|
|
|
|
|
|
|
|
$500
|
4.600% Notes due
2024
|
03879QAF1
|
4.600% Notes due
2024
|
$970
|
$1.00
|
$30
|
$1,000
|
$1.00
|
$550
|
4.625% Notes due
2025
|
92340LAD1
|
4.625% Notes due
2025
|
$970
|
$1.00
|
$30
|
$1,000
|
$1.00
|
$600
|
4.875% Notes due
2026
|
92340LAA7
|
4.875% Notes due
2026
|
$970
|
$1.00
|
$30
|
$1,000
|
$1.00
|
$600
|
3.950% Notes due
2027
|
92340LAC3
|
3.950% Notes due
2027
|
$970
|
$1.00
|
$30
|
$1,000
|
$1.00
|
$600
|
3.400% Notes due
January 2028
|
92340LAF6
|
3.400% Notes due
January 2028
|
$970
|
$1.00
|
$30
|
$1,000
|
$1.00
|
$500
|
2.200% Notes due June
2028
|
92340LAH2
|
2.200% Notes due June
2028
|
$970
|
$1.00
|
$30
|
$1,000
|
$1.00
|
$600
|
3.100% Notes due
2029
|
92340LAE9
|
3.100% Notes due
2029
|
$970
|
$1.00
|
$30
|
$1,000
|
$1.00
|
$700
|
2.850% Notes due
2032
|
92340LAG4
|
2.850% Notes due
2032
|
$970
|
$1.00
|
$30
|
$1,000
|
$1.00
|
|
(1) Consideration per $1,000
principal amount of VEREIT Notes validly tendered, subject to any
rounding as described herein.
|
(2) The
term "Realty Notes" in this column refers, in each case, to the
series of Realty Notes corresponding to the series of VEREIT Notes
of like tenor and coupon.
|
(3)
Includes the Early Participation Premium for VEREIT Notes validly
tendered prior to the Early Consent Date described below and not
validly withdrawn.
|
In connection with the exchange offers, Realty Income is also
soliciting consents from holders of the VEREIT Notes to amend (the
"Proposed Amendments") the indenture governing the VEREIT Notes to
eliminate substantially all of the restrictive covenants in the
indenture. If the Proposed Amendments are adopted, the VEREIT Notes
will be governed by the amended indenture. Holders of the VEREIT
Notes under the amended indenture will no longer receive annual,
quarterly and other reports from VEREIT, and will no longer be
entitled to the benefits of various covenants and other provisions
in the indenture and certain other provisions.
The exchange offers and consent solicitations (together, the
"Exchange Offers") will commence on October
8, 2021 and expire immediately following 11:59 p.m., New York
City time, on November 5,
2021, unless extended or terminated (the "Expiration Date").
In exchange for each $1,000 principal
amount of the VEREIT Notes that is validly tendered prior to
5:00 p.m., New York City time, on October 22, 2021 (the "Early Consent Date") and
not validly withdrawn, holders will receive the total exchange
consideration set out in the table above (the "Total
Consideration"), which consists of $1,000 principal amount of the Realty Notes and a
cash amount of $1.00. The Total
Consideration includes the early participation premium set out in
the table above (the "Early Participation Premium"), which consists
of $30 principal amount of Realty
Notes. In exchange for each $1,000
principal amount of the VEREIT Notes that is validly tendered after
the Early Consent Date but prior to the Expiration Date and not
validly withdrawn, holders will receive only the exchange
consideration set out in the table above (the "Exchange
Consideration"), which is equal to the Total Consideration less the
Early Participation Premium and so consists of $970 principal amount of the Realty Notes and a
cash amount of $1.00.
Each Realty Note will have the same maturity date, accrue
interest at the same annual interest rate, have the same interest
payment dates, and same redemption terms as the VEREIT Note for
which it is exchanged. Each Realty Note received in exchange for
the corresponding VEREIT Note will accrue interest from (and
including) the most recent date to which interest has been paid on
such VEREIT Note; provided, that interest will only accrue with
respect to the aggregate principal amount of the Realty Note
received, which may be less than the principal amount of the VEREIT
Note tendered for exchange. Except as otherwise set forth in the
Prospectus (as defined below), payment will not be received for
accrued and unpaid interest on the VEREIT Note exchanged at the
time of the exchange.
The Realty Notes will be senior unsecured obligations of Realty
Income and will rank equally in right of payment with all other
existing and future senior indebtedness of Realty Income. The
Realty Notes will be effectively subordinated in right of payment
to all of Realty Income's existing and future secured indebtedness
(to the extent of the value of the collateral securing such
indebtedness) and structurally subordinated to all obligations of
Realty Income's subsidiaries with respect to the assets of such
subsidiaries, other than any subsidiaries that may guarantee the
Realty Notes in the future.
The consummation of 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 Prospectus)) of the conditions set forth in Realty Income's
preliminary prospectus, dated as of October
8, 2021 (the "Prospectus"), including, among other things,
(i) the consummation of the Mergers, which are currently expected
to close in the fourth quarter of 2021 subject to customary closing
conditions and (ii) receipt of 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. Tendered VEREIT Notes, and related consents, may be validly
withdrawn at any time prior to the Expiration Date and Realty
Income may terminate or withdraw the Exchange Offers at any time
for any reason.
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. A
Registration Statement relating to the Realty Notes has been filed
with the SEC but has not yet become effective. The Realty Notes may
not be sold, nor may offers to buy be accepted, prior to the time
the Registration Statement is declared effective by 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 615 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