SAN
DIEGO and DALLAS,
Jan. 19,
2024 /PRNewswire/ -- Realty Income Corporation (NYSE:
O) ("Realty Income"), The Monthly Dividend Company®, and
Spirit Realty Capital, Inc. (NYSE: SRC) ("Spirit"), today
announced that Spirit stockholders approved all of the proposals
necessary for the closing of the previously announced merger
pursuant to which Realty Income will acquire Spirit. No approval of
Realty Income shareholders is required in connection with the
merger.
At the special meeting of Spirit stockholders held
today, approximately 99.8% of the votes cast were voted in favor of
the merger, which represented approximately 86.4% of the
outstanding shares of Spirit common stock.
The final voting results on the proposals voted on at the
special meeting will be set forth in Spirit's Form 8-K filed with
the U.S. Securities and Exchange Commission ("SEC") after
certification by its inspector of election.
The merger is subject to customary closing conditions and is
expected to close on January 23,
2024. Under the terms of the merger agreement, at the
closing of the merger, Spirit common shareholders will receive
0.762 newly-issued Realty Income common shares for each Spirit
common share they own immediately prior to the effective time of
the merger. In addition, at the closing of the merger, all of
Spirit's outstanding shares of Series A Cumulative Redeemable
Preferred Stock will be exchanged for shares of Realty Income
Series A Cumulative Redeemable Preferred Stock, which are expected
trade under the symbol "O PR" on the New York Stock Exchange.
About Realty Income
Realty Income, The Monthly
Dividend Company®, is an S&P 500 company and member
of the S&P 500 Dividend Aristocrats® index. We
invest in people and places to deliver dependable monthly dividends
that increase over time. The company is structured as a real estate
investment trust ("REIT"), and its monthly dividends are supported
by the cash flow from over 13,250 real estate properties primarily
owned under long-term lease agreements with commercial clients. To
date, the company has declared 643 consecutive common stock monthly
dividends throughout its 55-year operating history and increased
the dividend 123 times since Realty Income's public listing in 1994
(NYSE: O). Additional information about the company can be obtained
from the corporate website at www.realtyincome.com.
About Spirit Realty
Spirit Realty Capital, Inc. (NYSE:
SRC) is a premier net-lease REIT that primarily invests in
single-tenant, operationally essential real estate assets subject
to long-term leases. As of September 30,
2023, Spirit's diverse portfolio consisted of 2,037 retail,
industrial and other properties across 49 states, which were leased
to 338 tenants operating in 37 industries. As of September 30, 2023, Spirit's properties were
approximately 99.6% occupied.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange
Act of 1934, as amended. When used in this press release, the words
"estimated," "anticipated," "expect," "believe," "intend,"
"continue," "should," "may," "likely," "plans," and similar
expressions are intended to identify forward-looking statements.
Forward-looking statements include discussions of Realty Income's
business and portfolio; strategy, plans, and the intentions of
management; and statements regarding the merger including the
anticipated closing date. Forward-looking statements are subject to
risks, uncertainties, and assumptions about Realty Income which may
cause its actual future results to differ materially from expected
results. Some of the factors that could cause actual results to
differ materially are, among others, its continued qualification as
a REIT; general domestic and foreign business, economic, or
financial conditions; competition; fluctuating interest and
currency rates; inflation and its impact on its clients and us;
access to debt and equity capital markets and other sources of
funding; continued volatility and uncertainty in the credit markets
and broader financial markets; other risks inherent in the real
estate business including its clients' defaults under leases,
increased client bankruptcies, potential liability relating to
environmental matters, illiquidity of real estate investments, and
potential damages from natural disasters; impairments in the value
of its real estate assets; changes in domestic and foreign income
tax laws and rates; its clients' solvency; property ownership
through joint ventures and partnerships which may limit control of
the underlying investments; current or future epidemics or
pandemics, measures taken to limit their spread, the impacts on
Realty Income, its business, its clients (including those in the
theater and fitness industries), and the economy generally; the
loss of key personnel; the outcome of any legal proceedings to
which Realty Income is a party or which may occur in the future;
acts of terrorism and war; the structure, timing and completion of
the merger and any effects of the announcement, pendency or
completion of the merger, including the anticipated benefits
therefrom; and those additional risks and factors discussed in its
reports filed with the SEC. Readers are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements are not guarantees of future plans and performance and
speak only as of the date of this press release. Actual plans and
operating results may differ materially from what is expressed or
forecasted in this press release. Realty Income does not undertake
any obligation to update forward-looking statements or publicly
release the results of any forward-looking statements that may be
made to reflect events or circumstances after the date these
statements were made.
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SOURCE Realty Income Corporation