REALTY INCOME CORP (Form: 8-K, Received: 11/01/2021 17:05:27)

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report: November 1, 2021
(Date of Earliest Event Reported)

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		1-13374		33-0580106
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

11995 El Camino Real, San Diego, California 92130
(Address of principal executive offices)

(858) 284-5000
(Registrant’s telephone number, including area code)

N/A
(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value	O	New York Stock Exchange
1.125% Notes due 2027	O27A	New York Stock Exchange
1.625% Notes due 2030	O30	New York Stock Exchange
1.750% Notes due 2033	O33A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

This Current Report on Form 8-K is being filed in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated April 29, 2021 (as amended, the “Merger Agreement”), by and among Realty Income Corporation (“Realty Income”), Rams MD Subsidiary I, Inc. (“Merger Sub 1”), Rams Acquisition Sub II, LLC (“Merger Sub 2”), VEREIT, Inc. (“VEREIT”) and VEREIT Operating Partnership, L.P. (“VEREIT OP”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, (i) Merger Sub 2 has merged with and into VEREIT OP, with VEREIT OP continuing as the surviving entity, and (ii) immediately thereafter, VEREIT merged with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation as a wholly owned subsidiary of Realty Income (together, the “Mergers” and the effective time of the Mergers, the “Effective Time”).

Item 1.01.

Entry into a Material Definitive Agreement

On November 1, 2021, Merger Sub 1, VEREIT OP, VEREIT and U.S. Bank National Association, as trustee (the “Trustee”), entered into a second supplemental indenture (the “Second Supplemental Indenture”) to the indenture, dated as of February 6, 2014, by and among VEREIT OP, VEREIT, as a guarantor and the Trustee (the “Base Indenture” and, as amended and supplemented to date, including by the First Supplemental Indenture and the VEREIT Officers’ Certificates (as defined below), the “Indenture”), as amended and supplemented by (i) the first supplemental indenture, dated as of February 9, 2015, by and among VEREIT OP, VEREIT and the Trustee (the “First Supplemental Indenture”) and (ii) related officers’ certificates, dated as of (A) February 6, 2014, in the case of the 4.600% Notes due 2024, (B) June 2, 2016, in the case of the 4.875% Notes due 2026, (C) August 11, 2017, in the case of the 3.950% Notes due 2027, (D) October 16, 2018, in the case of the 4.625% Notes due 2025, (E) December 4, 2019, in the case of the 3.100% Notes due 2029, (F) June 29, 2020, in the case of the 3.400% Notes due 2028 and (G) November 17, 2020, in the case of the 2.200% Notes due 2028 and the 2.850% Notes due 2032 (collectively, the “VEREIT Officers’ Certificates” and each series of notes set forth above, the “VEREIT Notes”). As of the date hereof, there was $4,650,000,000 aggregate principal amount of outstanding VEREIT Notes. The description of the Indenture and the Second Supplemental Indenture in this report does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, the First Supplemental Indenture, the VEREIT Officers’ Certificates and the Second Supplemental Indenture, which is included as Exhibits 4.1 through 4.10 to this Current Report on Form 8-K and incorporated herein by reference.

Pursuant to the Second Supplemental Indenture, Merger Sub 1 will expressly assume payment of the principal of and interest on each series of the VEREIT Notes and the due and punctual performance and observance of all of the covenants and conditions in the Indenture.

On October 8, 2021, Realty Income commenced offers to exchange (the “exchange offers”) all validly tendered and accepted VEREIT Notes, for notes to be issued by Realty Income (collectively the “Realty Notes”). Each Realty Note will have the same maturity date, accrue interest at the same annual interest rate, have the same interest payment dates, and substantially the same redemption terms as the VEREIT Note for which it is exchanged. A Registration Statement on Form S-4 (the "Registration Statement") relating to the issuance of the Realty Notes was filed with the Securities and Exchange Commission ("SEC") on October 8, 2021 and was declared effective by the SEC on October 22, 2021.

In connection with the exchange offers, Realty Income is also soliciting consents (the “consent solicitations”) from holders of the VEREIT Notes to amend (the "Proposed Amendments") the Indenture to, among other things, eliminate substantially all of the restrictive covenants in the Indenture. Subject to receipt of the requisite valid consents at the Expiration Date (as hereinafter defined), VEREIT OP, VEREIT and the Trustee expect to enter into the third supplemental indenture to the Base Indenture (the “Third Supplemental Indenture”) immediately following the Expiration Date, to effect the Proposed Amendments.

The exchange offers and consent solicitations will expire at 11:59 p.m., New York City time on November 5, 2021 (the “Expiration Date”), unless extended or terminated. As of 5:00 p.m., New York City time on October 22, 2021, the early consent date applicable to the exchange offers, Realty Income had already received valid consents to the Proposed Amendments from the holders of at least a majority of the outstanding aggregate principal amount of each series of the VEREIT Notes, each voting as separate series.

The consummation of the exchange offers and consent solicitations is subject to, and conditional upon, the satisfaction or waiver of the conditions set forth in the Registration Statement, including, among other things, the receipt of valid consents at the Expiration Date, to the Proposed Amendments from the holders of at least a majority of the outstanding aggregate principal amount of each series of the VEREIT Notes.

Item 2.01.

Completion of Acquisition or Disposition of Assets

On November 1, 2021, the Mergers were consummated. Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding share of VEREIT common stock, par value $0.01 per share (“VEREIT Common Stock”), and (ii) each outstanding common partnership unit of VEREIT OP (other than those held by VEREIT, Realty Income or any of their respective affiliates) (the “VEREIT OP Common Units”) was converted into 0.705 shares of Realty Income common stock, par value $0.01 per share (the “Realty Income Common Stock”). Cash will be paid in lieu of fractional shares of Realty Income Common Stock.

In addition, pursuant to the terms and subject to the conditions of the Merger Agreement, as of the Effective Time, each outstanding VEREIT equity-based award was treated as follows: (i) each VEREIT stock option that was outstanding and unexercised as of immediately prior to the Effective Time was converted into a Realty Income stock option to purchase a number of shares of Realty Income Common Stock (rounded down to the nearest whole number of shares) equal to the product obtained by multiplying the number of shares of VEREIT Common Stock subject to such VEREIT stock option by 0.705 (the “Exchange Ratio”), at an exercise price per share of Realty Income Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing the exercise price per share of VEREIT Common Stock of such VEREIT stock option by the Exchange Ratio; (ii) each award of VEREIT restricted stock units that was outstanding as of immediately prior to the Effective Time was converted into a Realty Income restricted stock unit award with respect to a number of whole shares of Realty Income Common Stock (rounded up to the nearest whole number of shares) equal to the product obtained by multiplying (A) (1) for time-based restricted stock units, the number of shares of VEREIT Common Stock subject to such restricted stock unit award as of immediately prior to the Effective Time or (2) for performance-based restricted stock units, the number of shares of VEREIT Common Stock subject to such performance-based restricted stock unit award determined based on actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time (in accordance with the applicable award agreement and the terms of the Merger Agreement) by (B) the Exchange Ratio, and was credited with a dividend equivalent balance that is equal to the dividend equivalent balance credited on the corresponding VEREIT restricted stock units as of immediately prior to the Effective Time; and (iii) each VEREIT deferred stock unit award that was outstanding as of immediately prior to the Effective Time was generally converted into the right to receive the number of shares of Realty Income Common Stock equal to the product obtained by multiplying the Exchange Ratio by the number of shares underlying such award. Each converted award continues to be subject to the same vesting and other terms and conditions as applied to the corresponding VEREIT award as of immediately prior to the Effective Time, except that Realty Income restricted stock units resulting from the conversion of performance-based VEREIT restricted stock units are subject to the time-vesting conditions applicable to the performance-based VEREIT restricted stock units, but are no longer subject to performance-vesting conditions.

As a result of the Mergers, former VEREIT common stockholders and former VEREIT OP common unitholders, together, received approximately 161.6 million shares of Realty Income Common Stock for their shares of VEREIT Common Stock or VEREIT OP Common Units, as applicable. In addition, Realty Income reserved for issuance 1.7 million additional shares of Realty Income Common Stock in connection with the conversion of VEREIT’s outstanding equity awards into awards with respect to Realty Income Common Stock.

The description of the Merger Agreement contained in this Item 2.01 (including the description in the immediately preceding paragraph) does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement (including the amendment thereto), which was filed as Exhibit 2.1 to Realty Income’s Current Report on Form 8-K, filed on April 30, 2021, the terms of which are incorporated herein by reference.

Item 2.03.

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 relating to entry into the Second Supplemental Indenture is incorporated by reference into this Item 2.03.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Realty Income Directors

On November 1, 2021, immediately following the Effective Time, and pursuant to the terms of the Merger Agreement, the Board of Directors of Realty Income (the “Board”) increased the total number of directors from 10 to 12 and appointed each of Priscilla Almodovar and Mary Hogan Preusse to serve as directors on the Board until Realty Income’s 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified. Ms. Almodovar and Ms. Preusse served as directors of VEREIT from February 2021 and February 2017, respectively. Ms. Preusse was also a member of VEREIT’s Compensation Committee and Nominating and Corporate Governance Committee. The Board has determined that each of Ms. Almodovar and Ms. Preusse are independent under the applicable NYSE rules. Ms. Almodovar is expected to be named to serve on the Audit Committee of Realty Income’s Board. Ms. Preusse is expected to be named to serve on the Compensation Committee of Realty Income’s Board.

Pursuant to the Realty Income Corporation 2021 Incentive Award Plan (the “Incentive Award Plan”), as of the date of their respective appointments to the Board each of Ms. Almodovar and Ms. Preusse was granted an award of 4,000 shares of restricted Realty Income Common Stock, which will vest as to one-third of the restricted shares on each of the first three anniversaries of the applicable grant date, subject to Ms. Almodovar’ or Ms. Preusse’s, as applicable, continued service on the Board. In addition, Ms. Almodovar and Ms. Preusse will each be eligible to receive an annual equity award of 4,000 shares of restricted Realty Income Common Stock, at each Annual Meeting of Stockholders following their appointment to the Board, provided, in each case, that they continue to serve on the Board as of the date of such meeting (each an “annual equity award”). Annual equity awards will be subject to vesting based on the applicable director’s years of service on the Board in accordance with the Incentive Award Plan. Ms. Almodovar and Ms. Preusse will each also receive an annual fee of $65,000 for serving on the Board.

There are no arrangements or understandings between either Ms. Almodovar or Ms. Preusse, on one hand, and any other person on the other hand, pursuant to which either Ms. Almodovar or Ms. Preusse was selected as a director. There are no transactions in which Ms. Almodovar or Ms. Preusse has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In addition, Ms. Almodovar and Ms. Preusse are each expected to enter into an indemnification agreement with Realty Income, the form of which is attached as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on February 23, 2021.

First Amendment to Incentive Award Plan

Effective as of the consummation of the Mergers, the Board adopted the First Amendment (the “First Amendment”) to the Incentive Award Plan. The First Amendment provides that the number of shares which remained available for issuance under the VEREIT, Inc. 2021 Equity Incentive Plan immediately prior to the closing of the Mergers (as adjusted by the Exchange Ratio) may be used for awards of Realty Income Common Stock under the Incentive Award Plan and will not reduce the shares authorized for grant under the Incentive Award Plan, to the extent that awards using such shares (i) are permitted without stockholder approval under applicable stock exchange rules, (ii) are made only to VEREIT service providers or individuals who become Realty Income service providers following the date of the consummation of the Mergers, and (iii) are only granted under the Incentive Award Plan during the period commencing on the date of the consummation of the Mergers and ending on June 2, 2031.

The foregoing description of the First Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to such First Amendment, a copy of which is included herewith as Exhibit 10.1.

Termination of VEREIT Non-Executive Director Stock Plan, 2011 Equity Incentive Plan and 2021 Equity Incentive Plan

In connection with the Mergers, effective as of the consummation of the Mergers, the Board terminated each of the American Realty Capital Properties, Inc. Non-Executive Director Stock Plan, the American Realty Capital Properties, Inc. Equity Plan and the VEREIT, Inc. 2021 Equity Incentive Plan.

Item 7.01.

Regulation FD Disclosure.

On November 1, 2021, Realty Income and VEREIT issued a joint press release announcing that the Mergers were consummated. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The foregoing information in this Item 7.01, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of VEREIT and VEREIT OP as of December 31, 2020 and 2019 and for each of the years in the three-year period ended December 31, 2020 are incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Realty Income on June 4, 2021.

The unaudited condensed consolidated interim financial statements of VEREIT and VEREIT OP as of September 30, 2021 and for the three and nine-month period ended September 30, 2021 and 2020 will be filed as an exhibit to an amendment to this Current Report on Form 8-K within 71 days of the date hereof.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements of the Company as of and for the nine-month period ended September 30, 2021 and as of and for the year ended December 31, 2020, giving effect to the Mergers and the transactions contemplated by the Merger Agreement, will be filed as an exhibit to an amendment to this Current Report on Form 8-K within 71 days of the date hereof.

(d)           Exhibits.

Exhibit No		Description
2.1		Agreement and Plan of Merger, dated April 29, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT Operating Partnership, L.P. (incorporated by reference herein to Exhibit 2.1 to Realty Income’s Current Report on Form 8-K previously filed on April 30, 2021).
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated June 25, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT Operating Partnership, L.P. (incorporated by reference herein to Exhibit 2.1 to Realty Income’s Current Report on Form 8-K previously filed on June 25, 2021).
4.1		Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (Incorporated by reference to the VEREIT Inc. Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2014).
4.2		Officers’ Certificate, dated as of February 6, 2014 (Incorporated by reference to the VEREIT Inc. Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2014).
4.3		First Supplemental Indenture, dated as of February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc. and U.S. Bank National Association (Incorporated by reference to the VEREIT Inc. Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 13, 2015).
4.4		Officer’s Certificate, dated as of June 2, 2016 (Incorporated by reference to the VEREIT Inc. Current Report on Form 8-K (File No. 001-35263), filed with the SEC on June 3, 2016).
4.5		Officers’ Certificate, dated as of August 11, 2017 (Incorporated by reference to the VEREIT Inc. Current Report on Form 8-K (File No. 001-35263), filed with the SEC on August 11, 2017).
4.6		Officer’s Certificate, dated as of October 16, 2018 (Incorporated by reference to the VEREIT Inc. Current Report on Form 8-K (File No. 001-35263), filed with the SEC on October 16, 2018).
4.7		Officer’s Certificate, dated as of December 4, 2019 (Incorporated by reference to the VEREIT Inc. Current Report on Form 8-K (File No. 001-35263), filed with the SEC on December 4, 2019).
4.8		Officer’s Certificate, dated as of June 29, 2020 (Incorporated by reference to the VEREIT Inc. Current Report on Form 8-K (File No. 001-35263), filed with the SEC on June 29, 2020).
4.9		Officer’s Certificate, dated as of November 17, 2020 (Incorporated by reference to the VEREIT Inc. Current Report on Form 8-K (File No. 001-35263), filed with the SEC on November 17, 2020).
4.10		Second Supplemental Indenture, dated as of November 1, 2021, by an among Rams MD Subsidiary I, Inc., VEREIT Operating Partnership, L.P., VEREIT, Inc. and U.S. Bank National Association, as trustee.
10.1		First Amendment to the Realty Income Corporation 2021 Incentive Award Plan.
99.1		Joint Press Release, dated November 1, 2021
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		REALTY INCOME CORPORATION

Date:	November 1, 2021	By:	/s/ Michelle Bushore
			Michelle Bushore
			Executive Vice President, Chief Legal Officer, General Counsel and Secretary

Exhibit 4.10

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 2021 (this “Second Supplemental Indenture”), by and among VEREIT Operating Partnership, L.P., a Delaware limited partnership (f/k/a ARC Properties Operating Partnership, L.P.) (the “Issuer”), Rams MD Subsidiary I, Inc., a Maryland corporation (the “Successor Parent”), VEREIT, Inc., a Maryland corporation (the “Parent”), and U.S. Bank National Association, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Issuer, the Parent, the other Initial Guarantors party thereto and the Trustee executed an indenture, dated as of February 6, 2014 (the “Base Indenture”), as amended and supplemented by (i) the first supplemental indenture, dated as of February 9, 2015 (the “First Supplemental Indenture”), by and among the Issuer, the Parent and the Trustee and (ii) the officer’s certificate dated February 6, 2014, relating to the 4.600% Notes due 2024 (the “2024 Notes”), the officer’s certificate dated June 2, 2016, relating to the 4.875% Notes due 2026 (the “2026 Notes”), the officer’s certificate dated August 11, 2017, relating to the 3.950% Notes due 2027 (the “2027 Notes”), the officer’s certificate dated October 16, 2018, relating to the 4.625% Notes due 2025 (the “2025 Notes”), the officer’s certificate dated December 4, 2019, relating to the 3.100% Notes due 2029 (the “2029 Notes”), the officer’s certificate dated June 29, 2020, relating to the 3.400% Notes due 2028 (the “January 2028 Notes”), and the officer’s certificate dated November 17, 2020 (together with the foregoing officer’s certificates, the “VEREIT Officer’s Certificates”; the Base Indenture as amended by the First Supplemental Indenture and the VEREIT Officer’s Certificates, the “Indenture”), relating to the 2.200% Notes due 2028 (the “June 2028 Notes”) and the 2.850% Notes due 2032 (the “2032 Notes” and together with the 2024 Notes, the 2026 Notes, the 2027 Notes, the 2025 Notes, the 2029 Notes, the January 2028 Notes and the June 2028 Notes, the “Notes”);

WHEREAS, the Issuer and the Parent have entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Realty Income Corporation, a Maryland corporation (“RI”), the Successor Parent, and Rams Acquisition Sub II, LLC, a wholly owned subsidiary of RI (“Merger Sub 2”), pursuant to which, among other things, (i) Merger Sub 2 will merge with and into the Issuer, with the Issuer continuing as the surviving entity (the “Partnership Merger”), and (ii) immediately thereafter, the Parent will merge with and into the Successor Parent, with the Successor Parent continuing as the surviving corporation (the “Merger” and, together with the Partnership Merger, the “Mergers”);

WHEREAS, as permitted by the terms of the Indenture, the Issuer, the Parent, the Successor Parent and Merger Sub 2, substantially simultaneously with the effectiveness of this Second Supplemental Indenture, shall consummate the Mergers;

WHEREAS, there is outstanding under the terms of the Indenture one or more series of Securities (as defined in the Indenture);

WHEREAS, Section 10.01 of the Indenture provides that the Parent or Issuer, as applicable, may consolidate with or merge with or into any other entity, provided that, among other things, the Parent or Issuer, as applicable, shall be the continuing entity or, the successor entity (if other than the Parent or the Issuer, as applicable), shall expressly assume payment of the principal of, premium, if any, and interest on each series of the Securities and the due and punctual performance and observance of all of the covenants and conditions in the Indenture;

WHEREAS, Section 9.01 of the Indenture provides that the Issuer and the Trustee may from time to time and at any time enter into an indenture supplemental to the Indenture, without the consent of the Securityholders (as defined in the Indenture), to comply with Article X of the Indenture; and

WHEREAS, except as otherwise defined herein in this Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture. If the definition of any of the terms defined herein differs from its respective definition set forth in the Indenture, the definition set forth in this Supplemental Indenture shall control.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and for the equal and proportionate benefit of the Securityholders, the Issuer, the Parent, the Successor Parent and the Trustee hereby agree as follows:

ARTICLE I
ASSUMPTION BY SUCCESSOR COMPANY
AND SUPPLEMENTAL PROVISIONS

Section 1.1 Assumption of Securities.

(a)

The Issuer will be the surviving entity in the Partnership Merger.

(b)

The Successor Parent is a corporation organized and existing under the laws of the State of Maryland and will be the surviving entity in the Merger.

(c)

Pursuant to, and in compliance and accordance with, Section 9.01 and Section 10.01 of the Indenture, the Successor Parent hereby expressly assumes payment of the principal of, premium, if any, and interest on each series of the Securities and the due and punctual performance and observance of all of the covenants and conditions in the Indenture.

(d)

Pursuant to, and in compliance and accordance with, Section 10.02 of the Indenture, the Successor Parent hereby shall succeed to, and be substituted for (so that from and after the date hereof, the provisions of the Indenture referring to the Parent shall refer instead to the Successor Parent and not to the Parent), and may exercise every right and power of Parent under the Indenture with the same effect as if the Successor Parent had been named as Parent in the Indenture.

ARTICLE II
MISCELLANEOUS

Section 2.1 Effect of Supplemental Indenture. Upon the later to occur of (i) the execution and delivery of this Second Supplemental Indenture by the Issuer, the Parent, the Successor Parent and the Trustee and (ii) the effective time of the Mergers, the Indenture shall be supplemented in accordance herewith, and this Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Securityholder heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all their terms shall remain in full force and effect.

Section 2.3 Indenture and Supplemental Indenture Construed Together.

(a) This Second Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Second Supplemental Indenture shall henceforth be read and construed together.

(b) Upon the effectiveness of this Second Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.

(c) Upon the effectiveness of this Second Supplemental Indenture, each reference in the Securities to the Indenture, including each term defined by reference to the Indenture, shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

Section 2.4 Conflict with Trust Indenture Act. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Second Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

Section 2.5 Severability. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.6 Benefits of Second Supplemental Indenture, etc. Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Securityholders, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Second Supplemental Indenture or the Securities.

Section 2.7 Trustee’s Disclaimer. The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.

Section 2.8 Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

Section 2.9 Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission or other electronic means (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act or the New York Electronic Signatures and Records Act, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Issuer and reasonably available at no undue burden or expense to the Trustee) shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF or other electronic means shall be deemed to be their original signatures and shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures for all purposes.

Section 2.10 Headings. The Article and Section headings in this Second Supplemental Indenture are for convenience only and shall not affect the construction of this Second Supplemental Indenture.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

	THE SUCCESSOR PARENT:

	Rams MD Subsidiary I, Inc.

	By:	/s/ Michelle Bushore
		Name: Michelle Bushore
		Title: Executive Vice President, Chief Legal Officer, General Counsel and Secretary

[Signature Page to Supplemental Indenture]

THE ISSUER:


		VEREIT OPERATING PARTNERSHIP, L.P.
		By:	VEREIT, INC.
			its sole general partner

	By:	/s/ Michael J. Bartolotta
		Name: Michael J. Bartolotta
		Title: Executive Vice President and Chief Financial Officer

	THE PARENT:
		VEREIT, INC.

	By:	/s/ Michael J. Bartolotta
		Name: Michael J. Bartolotta
		Title: Executive Vice President and Chief Financial Officer

	THE TRUSTEE:
		U.S. BANK NATIONAL ASSOCIATION

	By:	/s/ Karen R. Beard
		Name: Karen R. Beard
		Title: Vice President

[Signature Page to Supplemental Indenture]

Exhibit 10.1

FIRST AMENDMENT TO

REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN

THIS FIRST AMENDMENT TO REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN (this “First Amendment”) is made and adopted by the Board of Directors (the “Board”) of Realty Income Corporation, a Maryland corporation (the “Company”), as of November __, 2021. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Realty Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”);

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated April 29, 2021 (as amended from time to time, the “Merger Agreement”), by and among the Company, VEREIT, Inc., a Maryland corporation (“VEREIT”), Rams MD Subsidiary I, Inc., Maryland corporation and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), Rams Acquisition Sub II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of the Company (“Merger Sub 2”), VEREIT, and VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP”), pursuant to which (i) Merger Sub 2 will merge with and into VEREIT OP (the “Partnership Merger”), with VEREIT OP continuing as the surviving entity, and (ii) immediately thereafter, VEREIT will merge with and into Merger Sub 1 (the “Merger” and together with the Partnership Merger, the “Mergers”), with Merger Sub 1 continuing as the surviving corporation as a wholly owned subsidiary of the Company;

WHEREAS, VEREIT maintains the VEREIT, Inc. 2021 Equity Incentive Plan (the “VEREIT Plan”), which was adopted by the Board of Directors of VEREIT on March 24, 2021 and approved by the stockholders of VEREIT on June 3, 2021;

WHEREAS, Section 4.4 of the Plan generally provides that in the event that a company acquired by the Company, or with which the Company combines, has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination;

WHEREAS, pursuant to Section 13.1 of the Plan, the Plan may be amended or modified from time to time by the Administrator; and

WHEREAS, in connection with the Mergers, the Company desires to amend the Plan as set forth herein to provide that the shares available for grant pursuant to the VEREIT Plan (as adjusted using the exchange ratio used in the Mergers to determine the consideration payable to VEREIT stockholders) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan to the extent permitted by the Plan.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, effective as of, and subject to and contingent upon the occurrence of, the Closing (as defined in the Merger Agreement).

AMENDMENT

1.            The following new Sections are hereby added to Article 12 of the Plan, and each applicable subsequent section of the Plan (and all cross references thereto) shall be renumbered accordingly:

“12.8 “Closing Date” shall have the meaning set forth in that certain Agreement and Plan of Merger, dated April 29, 2021, by and among the Company, VEREIT, Inc., a Maryland corporation (“VEREIT”), Rams MD Subsidiary I, Inc., Maryland corporation and a direct wholly owned subsidiary of the Company, Rams Acquisition Sub II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of the Company, VEREIT, and VEREIT Operating Partnership, L.P., a Delaware limited partnership (the “VEREIT Merger Agreement”).”

“12.24 “Legacy VEREIT Participant” shall mean an Employee, Consultant or non-employee Director who provided services to VEREIT and/or its subsidiaries immediately prior to the Closing Date.”

“12.25 “New Company Participant” shall mean an Employee, Consultant or non-employee Director who first commenced providing services to the Company or any of its Subsidiaries on or following the Closing Date, other than any Legacy VEREIT Participant.”

“12.47 “VEREIT Plan” shall mean the VEREIT, Inc. 2021 Equity Incentive Plan as adopted by the board of directors of VEREIT on March 24, 2021 and approved by the stockholders of VEREIT on June 3, 2021.”

“12.48 “VEREIT Share Reserve” shall mean a number of Shares equal to the product of (x) the number of shares of common stock of VEREIT which, as of immediately prior to the Closing (as defined in the VEREIT Merger Agreement), remained available for issuance under the VEREIT Plan, multiplied by (y) the Exchange Ratio (as defined in the VEREIT Merger Agreement), rounded down to the nearest whole Share.”

2.            The following language is hereby added at the end of Section 4.4 of the Plan:

“Without limiting the generality of the foregoing, in connection with the Mergers (as defined in the VEREIT Merger Agreement), the VEREIT Share Reserve may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan, to the extent that grants of Awards using such shares (i) are permitted without stockholder approval under the rules of the New York Stock Exchange (or such other applicable principal securities exchange or quotation system on which the Common Stock is then listed), (ii) are made only to individuals who, on or after the Closing Date, are Legacy VEREIT Participants or New Company Participants, and (iii) are only granted under the Plan during the period commencing on the Closing Date and ending on June 2, 2031. The VEREIT Share Reserve shall be used for purposes of the Plan in accordance with this Section 4.4 and the applicable listing standards and rules issued by the New York Stock Exchange (or such other applicable principal securities exchange or quotation system on which the Common Stock is then listed).”

3.            This First Amendment shall be and is hereby incorporated in and forms a part of the Plan.

4.            Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.

[Signature Page Follows]

I hereby certify that the foregoing First Amendment was duly adopted by the Board of Directors of Realty Income Corporation on October 28, 2021.

Executed on this 1st day of November 2021.

	/s/ Michelle Bushore
	Michelle Bushore
	Executive Vice President, Chief Legal Officer, General Counsel and Secretary

Exhibit 99.1

REALTY INCOME CLOSES MERGER WITH VEREIT

Priscilla Almodovar and Mary Hogan Preusse Join Board of Directors

SAN DIEGO and PHOENIX, Nov. 1, 2021....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, and VEREIT, Inc. (NYSE: VER) (“VEREIT”) today announced the completion of their previously announced merger. The common stock of the combined company will trade under the symbol “O” on the NYSE, beginning today. The closing follows the satisfaction of all conditions to the closing of the merger, including receipt of approval of the transaction by Realty Income and VEREIT stockholders, which stockholder approvals were obtained on August 12, 2021. Under the terms of the merger agreement, VEREIT stockholders were entitled to receive, for each share of VEREIT common stock held, 0.705 shares of Realty Income common stock.

“We are pleased to announce the completion of our merger with VEREIT, strengthening our position as the leading net lease REIT and global consolidator of the net lease space,” said Sumit Roy, Realty Income’s President and Chief Executive Officer. “With the closing of the VEREIT merger, we believe our size, scale and diversification will further enhance many of our competitive advantages, accelerate our investment activities, and enhance shareholder value for years to come. I thank all of our employees for their tireless efforts to achieve this milestone and welcome our new colleagues to our ‘One Team’.”

As previously announced, Realty Income also expects to complete its spin-off of substantially all the office assets of the combined company into a new, publicly traded REIT named Orion Office REIT, Inc. (NYSE: ONL) (“Orion”). The spin-off will be effected by a special dividend to all Realty Income stockholders, including legacy VEREIT stockholders, which is expected to occur on November 12, 2021 (“Distribution”). For every ten shares of Realty Income common stock held of record by Realty Income stockholders as of the close of business on November 2, 2021, the record date for the Distribution, such stockholder will receive one share of Orion common stock. Shares of Orion common stock are expected to commence trading on the New York Stock Exchange on November 15, 2021.

Pursuant to the merger agreement, upon the closing of the merger, two former VEREIT directors, Priscilla Almodovar and Mary Hogan Preusse, were appointed to the Realty Income board.

Ms. Almodovar served as a board member of VEREIT from February 2021 to the closing of the merger and is currently the President and Chief Executive Officer of Enterprise Community Partners, an organization that invests in communities nationwide to address affordable housing solutions, racial equity and climate initiatives and the accessibility to investment capital products. She also serves a member of the U.S. Secretary of Energy Advisory Board. Prior to Enterprise Community Partners, Ms. Almodovar held the position of Managing Director at JP Morgan Chase, where she led national real estate businesses which focused on commercial real estate and community development. Before JP Morgan, she was the President and Chief Executive Officer of the New York State Housing Finance Agency/State of New York Mortgage Agency. Prior to that, Ms. Almodovar was a corporate partner at the global law firm, White & Case LLP. Ms. Almodovar received her J.D. from Columbia University School of Law and her B.A. in Economics from Hofstra University.

Ms. Hogan Preusse served as a board member of VEREIT from February 2017 to the closing of the merger and currently serves on the board of Kimco Realty, Digital Realty Trust, and Host Hotels & Resorts. She is also a Senior Advisor to Fifth Wall, the venture capital firm. She is a member of NAREIT’s Advisory Board of Governors and is a recipient of that organization’s Industry Achievement Award. Most recently, Ms. Hogan Preusse held the position of Managing Director and Co-Head of Americas Real Estate at APG Asset Management, US., where she was responsible for managing the firm’s public real estate investments in the Americas. Prior to APG, she spent eight years as a sell side analyst covering the REIT sector and she began her career at Merrill Lynch as an investment banking analyst. Ms. Hogan Preusse is a graduate of Bowdoin College in Brunswick, Maine with a degree in Mathematics and is a member of Bowdoin’s Board of Trustees.

Advisors

Moelis & Company LLC served as lead financial advisor, Wells Fargo Securities served as financial advisor, and Latham & Watkins LLP acted as legal advisor to Realty Income. J.P. Morgan Securities LLC served as exclusive financial advisor and Wachtell, Lipton, Rosen & Katz acted as legal advisor to VEREIT.

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 6,700 real estate properties owned under long-term lease agreements with commercial clients. To date, the company has declared 616 consecutive common stock monthly dividends throughout its 52-year operating history and increased the dividend 112 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.

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 anticipated spin-off of the office properties of Realty Income, Inc., and any effects of the announcement, pendency or completion of the spin-off, including the anticipated benefits therefrom, the anticipated benefits of the completed merger with VEREIT, 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, the ability of clients to adequately manage their properties and fulfill their respective lease obligations to Realty Income, and the outcome of any legal proceedings to which Realty Income is a party. Consequently, forward-looking statements should be regarded solely as reflections of Realty Income’s or VEREIT’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. Neither Realty Income nor VEREIT undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

Realty Income Investors:

Jonathan Pong, CFA, CPA

SVP, Head of Corporate Finance

(858) 284-5177

VEREIT Investors:

Bonni Rosen

Senior Vice President, Investor Relations

BRosen@VEREIT.com

(212) 590-3940