Realty Income Announces Expiration and Final Results of Exchange Offer and Consent Solicitations

Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, today announced the final results of its previously announced offers to exchange all validly tendered and accepted notes of each series listed in the table below (collectively, the “Spirit Notes”) previously issued by Spirit Realty, L.P., for new notes to be issued by Realty Income (collectively, the “Realty Notes”), and the related solicitation of consents from holders of the Spirit Notes to amend the indenture governing the Spirit Notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture (the “Proposed Amendments”). A Registration Statement on Form S-4 (File No. 333-276143) (the “Registration Statement”) relating to the issuance of the Realty Notes was filed with the U.S. Securities and Exchange Commission (“SEC”) on December 19, 2023, was amended by Amendment No. 1 to Form S-4 filed with the SEC on January 2, 2024, and was declared effective by the SEC on January 3, 2024. A prospectus, which forms a part of the Registration Statement, was filed with the SEC and dated January 3, 2024 (the “Prospectus”).

As of 5:00 p.m., New York City time, on January 19, 2024 (the “Expiration Date”), the aggregate principal amounts listed in the table below of each series of Spirit Notes had been validly tendered and not validly withdrawn in connection with the exchange offers and consent solicitations (together, the “Exchange Offers”). Consummation of the Exchange Offers remains subject to certain conditions being met, including, among other things, (i) the receipt of valid consents to the Proposed Amendments from the holders of at least a majority of the outstanding aggregate principal amount of each series of Spirit Notes, each voting as separate series and (ii) the consummation of the Merger (as defined in the Prospectus), which cannot be waived and is currently expected to close on January 23, 2024, subject to customary closing conditions. The final settlement of the Exchange Offers is expected to take place on or about January 23, 2024.

The dealer manager for the Exchange Offers was:

Wells Fargo Securities, LLC
550 South Tryon Street, 5^th Floor
Charlotte, North Carolina 28202
Attention: Liability Management Group
Collect: (704) 410-4759
Toll Free: (866) 309-6316
Email: liabilitymanagement@wellsfargo.com

The exchange agent and information agent for the Exchange Offers is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor 
New York, New York 10005 

Bank and Brokers Call Collect: (212) 269-5550 
All Others, Please Call Toll-Free: (866) 796-7184
Email: realtyincome@dfking.com

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 were made only pursuant to the terms and conditions of the Prospectus and the other related materials.

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 REIT, and its monthly dividends are supported by the cash flow from over 13,250 real estate properties primarily owned under long-term net 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).

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 Exchange Offers and Merger including the anticipated closing dates, projected impact of the Merger on its business, results of operations, financial condition or prospects. Forward-looking statements are subject to risks, uncertainties, and assumptions about us 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 real estate investment trust; 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 or Exchange Offers 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.

SOURCE Realty Income Corporation