Realty Income Announces Results Of Early Participation In Exchange Offers And Consent Solicitations

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Oct 25, 2021, 08:00 ET

SAN DIEGO, Oct. 25, 2021 /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 October 22, 2021 (the "Early Consent Date"), the aggregate principal amounts of each series of notes listed in the table below (collectively, the "VEREIT Notes") previously issued by VEREIT Operating Partnership, L.P., had been validly tendered and not validly withdrawn in connection with Realty Income's previously announced offers to exchange all validly tendered and accepted VEREIT Notes of each such series for notes to be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 VEREIT Notes to amend the indenture governing the VEREIT Notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture. Holders of VEREIT Notes who validly tender such notes after the Early Consent Date and at or prior to the Expiration Date (which is 11:59 p.m., New York City Time, November 5, 2021 unless extended) 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. 333-260165) (the "Registration Statement") relating to the issuance of the Realty Notes was filed with the Securities and Exchange Commission ("SEC") on October 8, 2021 and was declared effective by the SEC on October 22, 2021.

Series of VEREIT Notes	Tenders and Consents Received as of the Early Consent Date	Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes

4.600% Notes due 2024	$486,973,000	97.39%
4.625% Notes due 2025	$544,221,000	98.95%
4.875% Notes due 2026	$595,720,000	99.29%
3.950% Notes due 2027	$589,941,000	98.32%
3.400% Notes due January 2028	$591,957,000	98.66%
2.200% Notes due June 2028	$495,830,000	99.17%
3.100% Notes due 2029	$573,455,000	95.58%
2.850% Notes due 2032	$688,035,000	98.29%

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 VEREIT Notes, each voting as separate series. Accordingly, subject to the below, the proposed amendments will become effective 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 (other than the waiver of the condition requiring consummation of the Mergers (as defined in the Preliminary Prospectus referred to below)) of the conditions set forth in Realty Income's preliminary prospectus, dated as of October 8, 2021 (the "Preliminary Prospectus"), which forms a part of the Registration Statement, including, among other things, the consummation of the Mergers, which are currently expected to close in the fourth quarter of 2021 subject to customary closing conditions. The Exchange Offers will expire at 11:59 p.m., New York City time on November 5, 2021.

The closing of the Mergers is not conditioned upon the completion of the Exchange Offers.

The dealer managers for the Exchange Offers are:

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attention: Liability Management Group

Toll-Free: (800) (828) (3182)

Collect: (212) 902-6351

Email: [email protected]

TD Securities (USA) LLC

1 Vanderbilt Avenue, 12th Floor

New York, New York 10017

Attention: Liability Management Group

Toll-Free: (866) 584-2096

Collect: (212) 827-7795

Email: [email protected]

Wells Fargo Securities, LLC

550 South Tryon Street, 5^th Floor

Charlotte, North Carolina 28202

Attention: Liability Management Group

Collect: (704) 410-4759

Toll Free: (866) 309-6316

Email: [email protected]

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
Attn: Michael Horthman
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (877) 283-0322
Email: [email protected]

Requests for copies of the Prospectus can be made directly to the exchange agent and information agent listed above or by visiting the investor relations page of the Realty Income website at: https://www.realtyincome.com/investors/default.aspx.

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 6,700 real estate properties owned under long-term lease agreements with commercial clients. To date, the company has declared 616 consecutive common stock monthly dividends throughout its 52-year operating history and increased the dividend 112 times since Realty Income's public listing in 1994 (NYSE: O). Additional information about the company can be obtained from the corporate website at www.realtyincome.com.

Forward-Looking Statements

Statements in this press release that are not strictly historical are "forward-looking" statements. Forward-looking statements involve known and unknown risks, which may cause our actual future results to differ materially from expected results. These risks include, among others, general economic conditions, domestic and foreign real estate conditions, client financial health, the availability of capital to finance planned growth, volatility and uncertainty in the credit markets and broader financial markets, changes in foreign currency exchange rates, property acquisitions and the timing of these acquisitions, the structure, timing and completion of the announced mergers between us and VEREIT, Inc. and any effects of the announcement, pendency or completion of the announced mergers, including the anticipated benefits therefrom, charges for property impairments, the effects of the COVID-19 pandemic and the measures taken to limit its impact, the effects of pandemics or global outbreaks of contagious diseases or fear of such outbreaks, our clients' ability to adequately manage their properties and fulfill their respective lease obligations to us, and the outcome of any legal proceedings to which the we are a party, as described in our filings with the Securities and Exchange Commission. Consequently, forward-looking statements should be regarded solely as reflections of our current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

SOURCE Realty Income Corporation