Realty Income Corporation (NYSE:O) completed the acquisition of VEREIT, Inc..
The closing of the Mergers is subject to certain conditions, including: (1) adoption and approval by VEREIT's stockholders of the Merger Agreement and approval by Realty Income's shareholders of the Realty Income Share Issuance; (2) the effectiveness of the registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission by Realty Income in connection with the transactions contemplated by the Merger Agreement; (3) approval for listing on the New York Stock Exchange of the shares of Realty Income Common Stock to be issued in the Mergers or reserved for issuance in connection therewith and customary closing conditions. The boards of directors of both companies have unanimously approved the transaction. Realty Income and VEREIT have each scheduled special meetings of their respective stockholders to be held on August 12, 2021. At the special meeting of Realty Income, Realty Income stockholders will be asked to consider and vote on proposal to approve the issuance of Realty Income common stock in the mergers pursuant to the merger agreement. As of August 12, 2021, VEREIT's shareholders and Realty Income stockholder's approved the transaction. On October 22, 2021, the registration statement was declared effective by the SEC. The merger is expected to close during the fourth quarter of 2021. As of October 22, 2021, the transaction is anticipated to close on November 1, 2021. The transactions are expected to be over 10% accretive to Realty Income's AFFO per share in year one.
Moelis & Company LLC is serving as lead financial advisor and provided fairness opinion, Wells Fargo Securities is serving as financial advisor, and William Cernius, Charles Ruck, David Meckler, Ana O'Brien, Pardis Zomorodi, William Kessler, David Taub, Andrew Baker, Kenneth Askin, Christopher Norton, David Kuiper, Drew Gardiner and Andrew Gray of Latham & Watkins LLP acting as legal advisors to Realty Income. J.P. Morgan Securities LLC is serving as exclusive financial advisor and provided fairness opinion and Adam O. Emmerich and Karessa L. Cain of Wachtell, Lipton, Rosen & Katz acting as legal advisors to VEREIT. Georgeson LLC is acting as proxy solicitor to Realty Income and will receive a fee of $15,000. Okapi Partners LLC is acting as proxy solicitor to VEREIT and will receive a fee of $10,000. Computershare Trust Company, National Association is the transfer agent of Realty Income common stock. Morgan Securities will receive a transaction fee of $19 million for its services as financial advisor and a fee of $5 million for delivery of opinion. VEREIT will pay J.P. Morgan a fee of up to $38 million, $5 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion.
Realty Income Corporation (NYSE:O) completed the acquisition of VEREIT, Inc. (NYSE:VER) on November 1, 2021. The common stock of the combined company will trade under the symbol "O" on the NYSE. two former VEREIT directors, Priscilla Almodovar and Mary Hogan Preusse, were appointed to the Realty Income board.