Realty Income offers to exchange Spirit Realty notes for new notes, cash

By Wendy Van Sickle

Columbus, Ohio, Dec. 19 – Realty Income Corp. is offering to exchange any and all of seven series of notes issued by Spirit Realty, LP for new notes issued by itself and cash, according to a news release.

For each series, Realty Income is offering a total consideration, per $1,000 principal amount of existing notes, of $1,000 of new notes with an identical tenor, payment schedule, coupon and redemption terms, plus $1 in cash.

The notes include

• $300 million of 4.45% notes due 2026 (Cusip: 84861TAC2);

• $300 million of 3.2% notes due 2027 (Cusip: 84861TAE8);

• $450 million of 2.1% notes due 2028 (Cusip: 84861TAH1);

• $400 million of 4% notes due 2029 (Cusip: 84861TAD0);

• $500 million of 3.4% notes due 2030 (Cusip: 84861TAF5);

• $450 million of 3.2% notes due 2031 (Cusip: 84861TAG3); and

• $350 million of 2.7% notes due 2032 (Cusip: 84861TAJ7).

The total considerations include an early premium of $30 principal amount of new Realty Income notes that will be paid only to holders who tender their notes for exchange by the early deadline, 5 p.m. ET on Jan. 10.

In connection with the exchange offers, Realty Income is also soliciting consents from holders of the Spirit notes to amend the indenture governing the Spirit notes to eliminate substantially all of the restrictive covenants. If the proposed amendments are adopted, holders of the Spirit notes will no longer receive annual, quarterly and other reports from Spirit, and will no longer be entitled to the benefits of various covenants and other provisions in the indenture.

The consummation of the exchange offers is conditioned on the consummation of the companies’ agreement and plan of merger and the receipt of consents from holders of at least a majority of the outstanding principal amount of each series of Spirit notes.

Consents may be revoked up to the early deadline.

The exchange offer will expire at 5 p.m. ET on Jan. 19, also the withdrawal deadline.

Settlement is planned for two business days after the expiration date.

The consummation of the merger is not conditioned on completion of the exchange offers.

Wells Fargo Securities, LLC (704 410-4759, 866 309-6316 or liabilitymanagement@wellsfargo.com) is the dealer manager.

D.F. King & Co., Inc. (212 269-5550, 866 796-7184 or realtyincome@dfking.com) is the exchange agent and information agent.

Spirit is a Dallas-based real estate investment trust. Realty Income is a San Diego-based REIT.

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