SAN
DIEGO, Jan. 23, 2024 /PRNewswire/ -- Realty
Income Corporation (Realty Income, NYSE: O), The Monthly Dividend
Company®, has closed on the previously announced merger
with Spirit Realty Capital, Inc. ("Spirit", NYSE: SRC) in an
all-stock transaction. The common stock of the combined company
will trade under the symbol "O" on the New York Stock Exchange,
beginning today. The closing follows the satisfaction of all
conditions to the closing of the merger, including receipt of
approval by Spirit stockholders on January 19, 2024. Under the
terms of the merger agreement, at the closing of the merger, Spirit
common stockholders were entitled to receive, for each share of
Spirit common stock held, 0.762 shares of Realty
Income common stock. At the closing of the merger, all of
Spirit's outstanding shares of Series A Cumulative Redeemable
Preferred Stock were also exchanged for shares of Realty Income
Series A Cumulative Redeemable Preferred Stock, which will trade
under the symbol "O PR" on the New York Stock Exchange following
the closing. The final day of trading for Spirit's common and
preferred stock on the New York Stock Exchange was January 22, 2024.
"We are pleased to announce the completion of our merger with
Spirit. The transaction, which is immediately accretive on a
leverage neutral basis, is further evidence of how our unique
platform and our position as global consolidator in the fragmented
net lease space creates meaningful value for stockholders," said
Sumit Roy, Realty Income's President and Chief Executive
Officer. "With the acquisition of this highly complementary
portfolio, we believe we are well placed to deliver on our growth
objectives in 2024. As we continue on our path of thoughtful
growth, we intend to utilize our leading platform and strong
balance sheet to deliver on our mission of providing shareholders a
dependable monthly dividend that grows over time. I am thankful for
the talented group of team members whose contributions made this
achievement possible, and I express my gratitude to my Spirit
colleagues who have provided valued support during the process. I
would also like to welcome our new colleagues joining our One Team
who bring valued experience to Realty Income."
Advisors
Wells Fargo
acted as lead financial advisor and Latham & Watkins LLP served
as legal advisor to Realty Income. Bank of America and Barclays
also served as financial advisors to Realty Income. J.P. Morgan
Securities LLC and Morgan Stanley & Co. LLC served as lead
financial advisors and Wachtell, Lipton, Rosen & Katz as legal
advisor to Spirit. Mizuho Financial Group, RBC Wealth Management
and Goldman Sachs also served as financial advisors to Spirit.
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 real estate
investment trust ("REIT"), and its monthly dividends are supported
by the cash flow from over 13,250 real estate properties owned
under long-term lease agreements with commercial clients. To date,
the company has declared 643 consecutive common stock monthly
dividends throughout its 55-year operating history and increased
the dividend 123 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
This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange
Act of 1934, as amended. When used in this press release, the words
"estimated," "anticipated," "expect," "believe," "intend,"
"continue," "should," "may," "likely," "plans," and similar
expressions are intended to identify forward-looking statements.
Forward-looking statements include discussions of our
business and portfolio (including our growth strategies and
intention to acquire or dispose of properties including the timing
and terms); re-leases, re-development and speculative development
of properties and expenditures related thereto; future operations
and results; the announcement of operating results; trends in our
business, including trends in the market for long-term leases of
freestanding, single-client properties; strategy, plans, and the
intentions of management; and statements regarding the anticipated
or projected impact of our merger with Spirit on our business,
results of operations, financial condition or prospects.
Forward-looking statements are subject to risks, uncertainties, and
assumptions about us which may cause our actual future results to
differ materially from expected results. Some of the factors that
could cause actual results to differ materially are, among others,
our continued qualification as a REIT; general domestic and foreign
business, economic, or financial conditions; competition;
fluctuating interest and currency rates; inflation and its impact
on our clients and us; access to debt and equity capital markets
and other sources of funding; continued volatility and uncertainty
in the credit markets and broader financial markets; other risks
inherent in the real estate business including our clients'
defaults under leases, increased client bankruptcies, potential
liability relating to environmental matters, illiquidity of real
estate investments, and potential damages from natural disasters;
impairments in the value of our real estate assets; changes in
domestic and foreign income tax laws and rates; our clients'
solvency; property ownership through joint ventures and
partnerships which may limit control of the underlying investments;
current or future epidemics or pandemics, measures taken to limit
their spread, the impacts on us, our business, our clients
(including those in the theater and fitness industries), and the
economy generally; the loss of key personnel; the outcome of any
legal proceedings to which we are a party or which may occur in the
future; acts of terrorism and war; the anticipated benefits from
the merger with Spirit; and those additional risks and factors
discussed in our reports filed with the U.S. Securities
and Exchange Commission. Readers are cautioned not to place undue
reliance on forward-looking statements. Forward-looking statements
are not guarantees of future plans and performance and speak only
as of the date of this press release. Actual plans and operating
results may differ materially from what is expressed or forecasted
in this press release. We do not undertake any obligation to update
forward-looking statements or publicly release the results of any
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