Filed by Realty Income, Inc.
(Commission File No.: 1-13374)
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Companies: VEREIT, Inc. and VEREIT Operating
Partnership, L. P.
(Commission File No.: 001-35263 and 333-197780,
respectively)
The following is a letter shared with Realty Income's clients on April 30, 2021.
Client Communication
Dear [Client Name],
We are excited to share with you that, on April 29, 2021, Realty
Income Corporation [NYSE: O] (“Realty Income”) has entered into a definitive agreement to merge with VEREIT, Inc. (NYSE: VER) (“VEREIT”) which, once completed,
will further establish Realty Income as the leading global net lease company. Post-merger, Realty Income's portfolio will comprise
approximately 10,300 primarily single-tenant, net lease commercial properties located in 50 U.S. states, Puerto Rico, and the United
Kingdom. We are proud to have been serving our clients for over 52 years. Together with VEREIT, we will be even stronger and better
suited to meet the needs of our clients.
This strategic transaction, once completed, will expand Realty
Income’s platform with increased size, scale and diversification, which we believe are competitive advantages that position Realty Income to
create shared value for all stakeholders, including our clients. We deeply value our partnerships with all clients, and we look
forward to leveraging our expanded platform to maintain and grow these partnerships.
We expect the transaction to close during the 4th
quarter of 2021, subject to shareholder approvals and other customary closing conditions. Until the transaction closes, Realty
Income and VEREIT will continue to operate as separate and distinct companies. While this transaction is not expected to impact
our existing lease agreements, additional information regarding billing, contact information, and other operational details will be
forthcoming as we approach the closing of the merger. Post-merger, Realty Income's existing management team is expected to lead the
combined company. We expect a smooth integration with no interruption to day-to-day operations.
Consistent with Realty Income's values, we will continue to invest in
people and places for the benefit of all those we serve. We remain committed to our partnership. If you have any questions, please reach
out directly to your Realty Income point of contact. Our entire Realty Income team is excited about this transaction and the platform it establishes,
and we will continue to seek to create shared value for all stakeholders over the long term.
Sincerely,
[Realty Income Contact]
Forward Looking Statements
This communication 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 Corporation (“Realty
Income”) and VEREIT, Inc. (“VEREIT”) operate and beliefs of and assumptions made by Realty Income management and VEREIT
management, involve uncertainties that could significantly affect the financial or operating results of Realty Income, VEREIT, the combined
company or any company spun-off by the combined company. 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
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; 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 proposed spin-off of a company holding the office property assets of Realty Income and VEREIT (“SpinCo”)
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 Realty Income and VEREIT and the impact of such sales on SpinCo or the combined company; failure to obtain
debt financing to capitalize SpinCo; risks associated with the geographic concentration of Realty Income, VEREIT or SpinCo; 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 that have been or may be instituted against Realty Income, VEREIT or any company spun-off by the combined company; 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 Realty Income’s or VEREIT’s common stock or preferred stock; impairment charges; unanticipated
changes in Realty Income’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 U.S. Securities and Exchange Commission (“SEC”) by Realty Income and VEREIT. Moreover, other risks
and uncertainties of which Realty Income or VEREIT are not currently aware may also affect each of the companies’ 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, even if
they are subsequently made available by Realty Income or VEREIT on their respective websites or otherwise. Neither Realty Income nor VEREIT
undertakes any 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.
Additional Information and Where to Find It
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. In connection with the proposed transaction, Realty Income
and VEREIT will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing
a joint proxy statement/prospectus and other documents regarding the proposed transaction. The joint proxy statement/prospectus will contain
important information about the proposed transaction and related matters. STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REALTY INCOME, VEREIT AND THE PROPOSED TRANSACTION.
Investors and security holders of Realty Income and VEREIT will be
able to obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by Realty
Income and VEREIT with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Realty Income
with the SEC are also available on Realty Income’s website at www.realtyincome.com, and copies of the documents filed by VEREIT
with the SEC are available on VEREIT’s website at www.vereit.com.
Realty Income, VEREIT and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from Realty Income’s and VEREIT’s stockholders in
respect of the proposed transaction. Information regarding Realty Income’s directors and executive officers can be found in Realty
Income’s definitive proxy statement filed with the SEC on April 1, 2021. Information regarding VEREIT’s directors and executive
officers can be found in VEREIT’s definitive proxy statement filed with the SEC on April 15, 2021. Additional information regarding
the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed
with the SEC in connection with the proposed transaction if and when they become available. These documents are available on the SEC’s
website and from Realty Income or VEREIT, as applicable, using the sources indicated above.
No Offer or Solicitation
This communication and the information contained herein shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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