10.08.2021
- 4.600% Notes due 2024 issued by VEREIT (the "2024 Notes") for up to an aggregate principal amount of
$500,000,000 of new 4.600% Notes due 2024 issued byRealty Income (the "New 2024 Notes"); - 4.625% Notes due 2025 issued by VEREIT (the "2025 Notes") for up to an aggregate principal amount of
$550,000,000 of new 4.625% Notes due 2025 issued byRealty Income (the "New 2025 Notes"); - 4.875% Notes due 2026 issued by VEREIT (the "2026 Notes") for up to an aggregate principal amount of
$600,000,000 of new 4.875% Notes due 2026 issued byRealty Income (the "New 2026 Notes"); - 3.950% Notes due 2027 issued by VEREIT (the "2027 Notes") for up to an aggregate principal amount of
$600,000,000 of new 3.950% Notes due 2027 issued byRealty Income (the "New 2027 Notes"); - 3.400% Notes due
January 2028 issued by VEREIT (the "January 2028 Notes") for up to an aggregate principal amount of$600,000,000 of new 3.400% Notes dueJanuary 2028 issued byRealty Income (the "NewJanuary 2028 Notes"); - 2.200% Notes due
June 2028 issued by VEREIT (the "June 2028 Notes") for up to an aggregate principal amount of$500,000,000 of new 2.200% Notes dueJune 2028 issued byRealty Income (the "NewJune 2028 Notes"); - 3.100% Notes due 2029 issued by VEREIT (the "2029 Notes") for up to an aggregate principal amount of
$600,000,000 of new 3.100% Notes due 2029 issued byRealty Income (the "New 2029 Notes"); - 2.850% Notes due 2032 issued by VEREIT (the "2032 Notes") for up to an aggregate principal amount of
$700,000,000 of new 2.850% Notes due 2032 issued byRealty Income (the "New 2032 Notes").
The following table sets forth the Exchange Consideration (as defined herein), Early Participation Premium (as defined herein) and Total Consideration (as defined herein) for each series of VEREIT Notes:
|
Aggregate Principal Amount ($mm) |
Series of Notes Issued by VEREIT to be Exchanged (Collectively, the "VEREIT Notes") |
CUSIP No. |
Series of Notes to be Issued by Us (Collectively, the "Realty Notes") |
Exchange Consideration(1)(2) |
Early Participation Premium(1)(2) |
Total Consideration(1)(2)(3) |
||
|
Realty Notes (principal amount) |
Cash |
Realty Notes (principal amount) |
Realty Notes (principal amount) |
Cash |
||||
|
|
4.600% Notes due 2024 |
03879QAF1 |
4.600% Notes due 2024 |
|
|
|
|
|
|
|
4.625% Notes due 2025 |
92340LAD1 |
4.625% Notes due 2025 |
|
|
|
|
|
|
|
4.875% Notes due 2026 |
92340LAA7 |
4.875% Notes due 2026 |
|
|
|
|
|
|
|
3.950% Notes due 2027 |
92340LAC3 |
3.950% Notes due 2027 |
|
|
|
|
|
|
|
3.400% Notes due |
92340LAF6 |
3.400% Notes due |
|
|
|
|
|
|
|
2.200% Notes due |
92340LAH2 |
2.200% Notes due |
|
|
|
|
|
|
|
3.100% Notes due 2029 |
92340LAE9 |
3.100% Notes due 2029 |
|
|
|
|
|
|
|
2.850% Notes due 2032 |
92340LAG4 |
2.850% Notes due 2032 |
|
|
|
|
|
|
(1) Consideration per |
|
(2) The term "Realty Notes" in this column refers, in each case, to the series of Realty Notes corresponding to the series of VEREIT Notes of like tenor and coupon. |
|
(3) Includes the Early Participation Premium for VEREIT Notes validly tendered prior to the Early Consent Date described below and not validly withdrawn. |
In connection with the exchange offers,
The exchange offers and consent solicitations (together, the "Exchange Offers") will commence on
Each Realty Note will have the same maturity date, accrue interest at the same annual interest rate, have the same interest payment dates, and same redemption terms as the VEREIT Note for which it is exchanged. Each Realty Note received in exchange for the corresponding VEREIT Note will accrue interest from (and including) the most recent date to which interest has been paid on such VEREIT Note; provided, that interest will only accrue with respect to the aggregate principal amount of the Realty Note received, which may be less than the principal amount of the VEREIT Note tendered for exchange. Except as otherwise set forth in the Prospectus (as defined below), payment will not be received for accrued and unpaid interest on the VEREIT Note exchanged at the time of the exchange.
The Realty Notes will be senior unsecured obligations of
The consummation of 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 Prospectus)) of the conditions set forth in
The closing of the Mergers is not conditioned upon the completion of the Exchange Offers.
The dealer managers for the Exchange Offers are:
|
Attention: Toll-Free: (800) (828) (3182) Collect: (212) 902-6351 Email: [email protected] |
Attention: Toll-Free: (866) 584-2096 Collect: (212) 827-7795 Email: [email protected]
|
Attention: 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.
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
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. A Registration Statement relating to the Realty Notes has been filed with the
About
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
View original content to download multimedia:https://www.prnewswire.com/news-releases/realty-income-to-commence-exchange-offers-and-consent-solicitations-301396380.html
SOURCE