SAN
DIEGO, Jan. 10, 2024 /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 January 10,
2024 (the "Early Consent Date"), the aggregate principal
amounts of each series of notes listed in the table below
(collectively, the "Spirit Notes") previously issued by Spirit
Realty, L.P., had been validly tendered and not validly withdrawn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 Spirit 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 Spirit Notes to amend
the indenture governing the Spirit Notes to, among other things,
eliminate substantially all of the restrictive covenants in such
indenture (the "Proposed Amendments"). Holders of Spirit Notes who
validly tender such notes after the Early Consent Date and at or
prior to 5:00 p.m., New York City
Time, January 19, 2024, unless
extended (the "Expiration Date") 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. 333-276143) (the
"Registration Statement") relating to the issuance of the Realty
Notes was filed with the U.S. Securities and Exchange Commission
("SEC") on December 19, 2023, was
amended by Amendment No. 1 to Form S-4 filed with the SEC on
January 2, 2024, and was declared
effective by the SEC on January 3,
2024. A prospectus, which forms a part of the Registration
Statement, was filed with the SEC and dated January 3, 2024 (the "Prospectus").
Series of Spirit Notes
|
|
Tenders and Consents Received as of the Early
Consent Date
|
|
Percentage of Total Outstanding
Principal Amount of Such Series of
Spirit Notes
|
4.450% Notes due
2026
|
|
$291,106,000
|
|
97.04 %
|
3.200% Notes due
2027
|
|
$292,405,000
|
|
97.47 %
|
2.100% Notes due
2028
|
|
$443,637,000
|
|
98.59 %
|
4.000% Notes due
2029
|
|
$391,705,000
|
|
97.93 %
|
3.400% Notes due
2030
|
|
$484,540,000
|
|
96.91 %
|
3.200% Notes due
2031
|
|
$444,916,000
|
|
98.87 %
|
2.700% Notes due
2032
|
|
$347,579,000
|
|
99.31 %
|
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
Spirit Notes, each voting as separate series. Accordingly, subject
to the below, the Proposed Amendments will become effective on the
settlement date, which is expected to be 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 of the conditions set forth in the Prospectus, including,
among other things, the consummation of the Merger (which cannot be
waived) and is currently expected to close in the first quarter of
2024 subject to customary closing conditions. The Exchange Offers
will expire at 5:00 p.m.,
New York City time on January 19, 2024, unless extended. Tendered
Spirit Notes may be validly withdrawn at any time prior to the
Expiration Date. Consents to the Proposed Amendments may not be
revoked. Realty Income may terminate or withdraw the Exchange
Offers at any time for any reason.
The closing of the Merger is not conditioned upon the
completion of the Exchange Offers.
The dealer manager for the Exchange Offers is:
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
Bank and Brokers Call Collect: (212)
269-5550
All Others, Please Call Toll-Free: (866)
796-7184
Email: realtyincome@dfking.com
Requests for copies of the Prospectus can be made directly to
the exchange agent and information agent listed above.
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
13,250 real estate properties primarily owned under long-term net
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).
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 Realty Income's
business and portfolio; strategy, plans, and the intentions of
management; and statements regarding the Exchange Offers and Merger
including the anticipated closing dates, projected impact of the
Merger with Spirit on its business, results of operations,
financial condition or prospects. Forward-looking statements are
subject to risks, uncertainties, and assumptions about us which may
cause its actual future results to differ materially from expected
results. Some of the factors that could cause actual results to
differ materially are, among others, its continued qualification as
a real estate investment trust; general domestic and foreign
business, economic, or financial conditions; competition;
fluctuating interest and currency rates; inflation and its impact
on its 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 its 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 its real estate assets; changes in
domestic and foreign income tax laws and rates; its 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 Realty Income, its business, its
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 Realty Income is a party or which
may occur in the future; acts of terrorism and war; the structure,
timing and completion of the Merger or Exchange Offers and any
effects of the announcement, pendency or completion of the Merger,
including the anticipated benefits therefrom; and those additional
risks and factors discussed in its reports filed with the SEC.
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. Realty Income does 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