Realty Income gives early exchange, consent tally for Vereit notes

Chicago, Oct. 25 – Realty Income Corp. announced the early participation results of its exchange offers and consent solicitations for several series of notes that were originally issued by Vereit Operating Partnership, LP, according to a press release.

As of the 5 p.m. ET Oct. 22 early consent date, the amounts of notes tendered and not validly withdrawn are:

• $486,973,000, or 97.39%, of the $500 million 4.6% notes due 2024 (Cusip: 03879QAF1);

• $544,221,000, or 98.95%, of the $550 million 4.625% notes due 2025 (Cusip: 92340LAD1);

• $595.72 million, or 99.29%, of the $600 million 4.875% notes due 2026 (Cusip: 92340LAA7);

• $589,941,000, or 98.32%, of the $600 million 3.95% notes due 2027 (Cusip: 92340LAC3);

• $591,957,000, or 98.66%, of the $600 million 3.4% notes due January 2028 (Cusip: 92340LAF6);

• $495.83 million, or 99.17%, of the $500 million 2.2% notes due June 2028 (Cusip: 92340LAH2);

• $573,455,000, or 95.58%, of the $600 million 3.1% notes due 2029 (Cusip: 92340LAE9); and

• $688,035,000, or 98.29%, of the $700 million 2.85% notes due 2032 (Cusip: 92340LAG4).

The exchange offers are related to the all-stock merger announced in April between the two entities.

As previously reported, Realty Income is offering to exchange the Vereit notes for a like amount of notes with the same coupons and maturity dates plus $1 in cash for each $1,000 of notes tendered if noteholders tendered by the early deadline.

If noteholders tender after the early deadline they will only receive $970 of notes with the replaced issuer for each $1,000 of notes, but they will still receive the $1 cash consideration.

Consent solicitation

Realty Income was also soliciting noteholder consents to eliminate substantially all of the restrictive covenants in the indenture. Under the amended indenture noteholders will no longer receive annual, quarterly and other reports from Vereit, and will no longer be entitled to the benefits of various covenants and other provisions in the indenture and certain other provisions.

The company received the requisite consents by the early deadline for all of the series.

The proposed amendments will become effective around the second business day after the expiration time, 11:59 p.m. ET on Nov. 5.

The exchange offers are subject to some conditions, including the consummation of the mergers, which are scheduled to close in the fourth quarter, and the receipt of valid consents from at least a majority of the outstanding principal amount of each series.

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 (800 828-3182, 212 902-6351, GS-LM-NYC@gs.com), TD Securities (USA) LLC (866 584-2096, 212 827-7795, LM@tdsecurities.com) and Wells Fargo Securities, LLC (704 410-4759, 866 309-6316, liabilitymanagement@wellsfargo.com).

D.F. King & Co., Inc is the information and tender agent for the offer (877 283-0322, 212 269-5550, realtyincome@dfking.com).

Realty Income is a real estate investment trust for retail and commercial properties and is based in Escondido, Calif. Vereit is a Phoenix-based owner and manager of a portfolio of retail, restaurant, office and industrial real estate assets.

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