Realty Income And VEREIT Announce Anticipated Closing Date For Merger And Realty Income Sets Record And Distribution Dates For Spin-Off
SAN DIEGO and PHOENIX (STL.News) Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, and VEREIT, Inc. (NYSE: VER) (“VEREIT”) Friday announced that they anticipate closing their previously announced merger on November 1, 2021. In addition, the Registration Statement on Form 10 associated with the previously announced plan to spin-off substantially all the office assets from Realty Income and VEREIT, filed under the newly created company Orion Office REIT Inc. (NYSE: ONL) (“Orion”), is effective as of Friday, October 22, 2021. Realty Income has declared November 2, 2021, as the record date for the spin-off and November 12, 2021, as the distribution date for the spin-off.
The dates set forth above may be delayed subject to satisfaction or waiver of the conditions to the merger and spin-off. The spin-off will be accomplished via a pro-rata dividend of one share of Orion common stock for every ten shares of Realty Income common stock outstanding as of the record date for the spin-off. For purposes of the spin-off, the outstanding Realty Income common stock on the record date will include the shares of Realty Income common stock received by VEREIT common stockholders in connection with the consummation of the merger. Realty Income stockholders will receive cash in lieu of fractional shares in the spin-off.
Realty Income and VEREIT stockholders are urged to consult their financial and tax advisors regarding the particular consequences of the merger and spin-off in their situation, including, without limitation, the specific implications of selling shares of Orion stock and the applicability and effect of any U.S. federal, state, local and foreign tax laws. Realty Income stockholders who hold common stock on the record date and decide to sell any of their Realty Income common stock before the spin-off date should consult with their stockbroker, bank, or other nominee to understand whether the shares of Realty Income common stock will be sold with or without the entitlement to Orion common stock pursuant to the spin-off.
No action is required by Realty Income or VEREIT stockholders in order to receive shares of Orion stock in the spin-off. For additional information regarding the spin-off, please consult the full Registration Statement on Form 10 and other information that may be filed by Orion with the Securities and Exchange Commission (“SEC”). For additional information about the merger, please consult the Joint Proxy Statement / Prospectus filed by Realty Income with the SEC.