Item 7.01. Regulation FD Disclosure.
On October 22, 2021, VEREIT, Inc. ("VEREIT") and Realty Income Corporation
("Realty Income") issued a joint press release attached hereto as Exhibit 99.1
and incorporated by reference herein, announcing that they anticipate closing
their previously announced merger on November 1, 2021. The information set forth
in this Item 7.01 is deemed to be "furnished" and shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section. The information set forth in this Item 7.01, shall not be deemed
incorporated by reference into any filing under the Exchange Act or the
Securities Act of 1933, as amended (the "Securities Act"), regardless of any
general incorporation language in such filing.
Forward Looking Statements
This Current Report on Form 8-K and the exhibit hereto 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
and VEREIT operate and beliefs of and assumptions made by Realty Income
management and VEREIT management, involve uncertainties that could significantly
affect the financial condition or operating results of Realty Income, VEREIT,
the combined company that will be formed by the announced mergers between Realty
Income and VEREIT (the "Mergers"), if consummated, 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 condition 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, including the anticipated spin-off of the combined office
properties of Realty Income and VEREIT to Orion (the "Spin-Off") - 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 Mergers and the timing of the closing of the
proposed Mergers and/or the Spin-Off; 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
with those of VEREIT; 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 Spin-off of
Orion 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 the Company and VEREIT and the impact of such sales on Orion
or the combined company; failure to obtain debt financing to capitalize Orion;
risks associated with the geographic concentration of the Company, VEREIT or
Orion; 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 (including those described above) 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 the Company's or VEREIT's common stock or
preferred stock; impairment charges; unanticipated changes in the Company'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 SEC by Realty Income. Moreover, other risks and
uncertainties of which Realty Income or VEREIT are not currently aware may also
affect these 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. The
Company undertakes no obligation to update or supplement any forward-looking
statements to reflect
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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.
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. The
foregoing information in this Item 7.01, including the information contained in
Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not
incorporated by reference into any of the Company's filings, whether made before
or after the date hereof, regardless of any general incorporation language in
any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release issued October 22, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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