Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed, on April 29, 2021, VEREIT, Inc., a Maryland corporation (“VEREIT”), and VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Realty Income Corporation (“Realty Income”), a Maryland corporation, Rams MD Subsidiary I, Inc., a Maryland corporation and wholly owned subsidiary of Realty Income (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Realty Income (“Merger Sub 2”). Pursuant to the terms and conditions of the Merger Agreement, upon the closing, (i) Merger Sub 2 will be merged with and into VEREIT OP (the “Partnership Merger”), with VEREIT OP continuing as the surviving entity and, immediately following the Partnership Merger, (ii) VEREIT will be merged with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation (the “Merger” and, together with the Partnership Merger, the “Mergers”).
On June 25, 2021, VEREIT, VEREIT OP, Realty Income, Merger Sub 1 and Merger Sub 2 entered into Amendment No. 1 to the Merger Agreement (the “Merger Agreement Amendment”), pursuant to which the Merger Agreement was amended to provide that, at the date and time the Partnership Merger becomes effective (the “Partnership Merger Effective Time”), each outstanding VEREIT OP Common Unit (as defined in the Merger Agreement) owned by VEREIT, Realty Income or their respective affiliates as of immediately prior to the Partnership Merger Effective Time shall remain outstanding as partnership interests in the surviving entity, and shall not be converted into the right to receive the number of newly issued shares of Realty Income Common Stock equal to 0.705 per VEREIT OP Common Unit.
All other terms of the Merger Agreement, which was previously filed by VEREIT as Exhibit 2.1 to VEREIT’s Current Report on Form 8-K on April 30, 2021, remain unchanged.
The foregoing summary description of the Merger Agreement Amendment is subject to and qualified in its entirety by reference to the Merger Agreement Amendment, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.
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, on June 4, 2021 Realty Income filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”), which contains a preliminary joint proxy statement/prospectus, and each party will file other documents regarding the proposed transaction with the SEC. 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.