Realty Income delivers final exchange numbers for Vereit offers

Chicago, Nov. 8 – Realty Income Corp. announced the final 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As of the expiration time of 11:59 p.m. ET on Nov. 5, the amounts of notes tendered and not validly withdrawn were:

• $485.3 million, or 97.06%, of the $500 million 4.6% notes due 2024 (Cusip: 03879QAF1);

• $544,229,000, or 98.95%, of the $550 million 4.625% notes due 2025 (Cusip: 92340LAD1);

• $595,759,000, or 99.29%, of the $600 million 4.875% notes due 2026 (Cusip: 92340LAA7);

• $594,146,000, or 99.02%, of the $600 million 3.95% notes due 2027 (Cusip: 92340LAC3);

• $597,979,000, or 99.66%, of the $600 million 3.4% notes due January 2028 (Cusip: 92340LAF6);

• $497.12 million, or 99.42%, of the $500 million 2.2% notes due June 2028 (Cusip: 92340LAH2);

• $596,883,000, or 99.48%, of the $600 million 3.1% notes due 2029 (Cusip: 92340LAE9); and

• $699,533,000, or 99.93%, 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 was 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 tendered 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 other provisions.

The company received the required 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.

The exchange offers were subject to some conditions, including the consummation of the mergers. The mergers closed on Nov. 1.

The company also needed receipt of valid consents from a majority of the outstanding principal amount of each series, a condition that was also met.

The closing of the mergers was not conditioned upon the completion of the exchange offers.

Settlement of the exchange offer is expected for Nov. 9.

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. (877 283-0322, 212 269-5550, realtyincome@dfking.com) is the information and tender agent for the offer.

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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