VEREIT, Inc. (Form: 8-K, Received: 08/12/2021 16:19:07)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2021

VEREIT, INC.

VEREIT OPERATING PARTNERSHIP, L.P.

(Exact name of Registrant as specified in its charter)

Maryland

001-35263

45-2482685

Delaware

333-197780

45-1255683

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2325 E. Camelback Road, 9th Floor

Phoenix,

85016

(Address of principal executive offices, including zip code)


(800)			606-3610
(Registrant’s telephone number, including area code)

________________

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:

x 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 Securities Exchange Act of 1934:
Title of each class:		Trading symbol(s):	Name of each exchange on which registered:
Common Stock	$0.01 par value per share (VEREIT, Inc.)	VER	New York Stock Exchange
6.70% Series F Cumulative Redeemable Preferred Stock	$0.01 par value per share (VEREIT, Inc.)	VER PRF	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


VEREIT, Inc.		VEREIT Operating Partnership, L.P.
Emerging growth company	☐	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.

VEREIT, Inc. ¨ VEREIT Operating Partnership, L.P. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 12, 2021, VEREIT, Inc. (“VEREIT” or the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). As of July 8, 2021, the record date for the Special Meeting, there were 229,149,616 common shares of the Company issued and outstanding and entitled to vote at the Special Meeting. Stockholders holding a majority of the common shares of the Company entitled to vote were present (virtually) or represented by proxy at the Special Meeting, constituting a quorum for all matters presented at the Special Meeting.

The following is a brief description of each matter voted upon at the Special Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable. The matters listed below are described in more detail in the joint proxy statement/prospectus filed by the Company with the U.S. Securities and Exchange Commission on June 29, 2021.

Proposal No. 1: A proposal to approve the merger of VEREIT with and into Rams MD Subsidiary I, Inc. (“Merger Sub 1”), with Merger Sub 1 continuing its existence as a wholly owned subsidiary of Realty Income Corporation (“Realty Income”), on the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of April 29, 2021, as amended, by and among VEREIT, VEREIT Operating Partnership, L.P., Realty Income, Merger Sub 1 and Rams Acquisition Sub II, LLC (the “VEREIT Merger Proposal”)

The Company’s stockholders approved the VEREIT Merger Proposal as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
185,302,897	194,110	324,907	—

Proposal No. 2: A proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of VEREIT in connection with the merger of VEREIT with and into Merger Sub 1 (the “VEREIT Compensation Proposal”)

The Company’s stockholders approved the VEREIT Compensation Proposal as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
179,429,050	5,804,479	588,385	—

Proposal No. 3: A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the VEREIT Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal (the “VEREIT Adjournment Proposal”)

The Company’s stockholders approved the VEREIT Adjournment Proposal as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
172,071,452	13,391,271	359,191	—

No other proposals were submitted to a vote of the Company’s stockholders at the Special Meeting.

Item 7.01. Regulation FD Disclosure.

On August 12, 2021, VEREIT and Realty Income issued a joint press release attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing the results of the Special Meeting and the special meeting of stockholders of Realty Income.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.						Description
99.1						Press Release Issued August 12, 2021
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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


			VEREIT, INC.

			By:			/s/ Lauren Goldberg
			Name:			Lauren Goldberg
			Title:			Executive Vice President, General Counsel and Secretary


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

			By:			/s/ Lauren Goldberg
			Name:			Lauren Goldberg
			Title:			Executive Vice President, General Counsel and Secretary

Date: August 12, 2021

REALTY INCOME AND VEREIT® STOCKHOLDERS APPROVE MERGER

SAN DIEGO and PHOENIX, August 12, 2021….Realty Income Corporation (NYSE: O) (“Realty Income”), The Monthly Dividend Company®, and VEREIT, Inc. (NYSE: VER) (“VEREIT”) today announced that Realty Income stockholders and VEREIT stockholders approved all of the proposals necessary for the closing of the previously announced merger pursuant to which Realty Income will acquire VEREIT.

At the special meeting of Realty Income stockholders held today, approximately 98.9% of the votes cast were voted in favor of the issuance of new shares of Realty Income common stock to VEREIT stockholders as consideration in the merger, which votes represented approximately 66.0% of the outstanding shares of Realty Income common stock.

At the special meeting of VEREIT stockholders held today, approximately 99.7% of the votes cast were voted in favor of the merger, which represented approximately 80.9% of the outstanding shares of VEREIT common stock.

The final voting results on the proposals voted on at the special meetings will be set forth in each company’s separate Form 8-Ks filed with the U.S. Securities and Exchange Commission after certification by its inspector of election.

The merger is subject to customary closing conditions and is expected to close during the fourth quarter of 2021. Under the terms of the merger agreement, VEREIT shareholders will receive 0.705 shares of Realty Income stock for every share of VEREIT stock they own immediately prior to the effective time of the merger.

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 our commercial clients. To date, the company has declared 613 consecutive common stock monthly dividends throughout its 52-year operating history and increased the dividend 111 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.

VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. The Company has total real estate investments of $14.5 billion including approximately 3,900 properties and 88.9 million square feet. VEREIT's business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. VEREIT is a publicly traded Maryland corporation listed on the New York Stock Exchange. VEREIT uses, and intends to continue to use, its Investor Relations website, which can be found at www.VEREIT.com, as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Additional information about VEREIT can be found through social media platforms such as Twitter and LinkedIn.

Cautionary Note Regarding Forward-Looking Statements

This communication may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Realty Income Corporation (“Realty Income”) and VEREIT, Inc.

(“VEREIT”) operate and beliefs of and assumptions made by Realty Income management and VEREIT management, involve uncertainties that could significantly affect the financial or operating results of Realty Income, VEREIT, the combined company or any company spun-off by the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions involving Realty Income and VEREIT, including future financial and operating results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders, benefits of the proposed transactions to clients, employees, stockholders and other constituents of the combined company, integrating our companies, cost savings and the expected timetable for completing the proposed transactions — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with the ability to consummate the proposed merger and the timing of the closing of the proposed merger; the ability to secure favorable interest rates on any borrowings incurred in connection with the proposed transactions; the impact of indebtedness incurred in connection with the proposed transactions; the ability to successfully integrate our operations and employees; the ability to realize anticipated benefits and synergies of the proposed transactions as rapidly or to the extent anticipated by financial analysts or investors; the potential liability for a failure to meet regulatory or tax-related requirements, including the maintenance of REIT status; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; potential changes to tax legislation; changes in demand for developed properties; adverse changes in the financial condition of joint venture partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties; risks associated with the ability to consummate the proposed spin-off of a company holding the office property assets of Realty Income and VEREIT (“SpinCo”) and the terms thereof, and the timing of the closing of the proposed spin-off; the risks associated with the ability to list the common stock of SpinCo on a national stock exchange following the proposed spin-off; risks associated with the ability to consummate any sales of the office property assets of Realty Income and VEREIT and the impact of such sales on SpinCo or the combined company; risks associated with the ability to consummate the spin-off on terms contemplated by Realty Income and VEREIT; the failure to obtain debt financing to capitalize SpinCo, risks associated with the geographic concentration of Realty Income, VEREIT or SpinCo; risks associated with the industry concentration of tenants; the potential impact of announcement of the proposed transactions or consummation of the proposed transactions on relationships, including with clients, employees, customers and competitors; the unfavorable outcome of any legal proceedings that have been or may be instituted against Realty Income, VEREIT or any company spun-off by the combined company; significant costs related to uninsured losses, condemnation, or environmental issues; the ability to retain key personnel; the amount of the costs, fees, expenses and charges related to the proposed transactions and the actual terms of the financings that may be obtained in connection with the proposed transactions; changes in local, national and international financial market, insurance rates and interest rates; general adverse economic and local real estate conditions; the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; foreign currency exchange rates; increases in operating costs and real estate taxes; changes in the dividend policy for Realty Income’s or VEREIT’s common stock or preferred stock or Realty Income’s or VEREIT’s ability to pay dividends; impairment charges; unanticipated changes in Realty Income’s or VEREIT’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; pandemics or other health crises, such as coronavirus (COVID-19); and those additional risks and factors discussed in reports filed with the U.S. Securities and Exchange Commission (“SEC”) by Realty Income and VEREIT. Moreover, other risks and uncertainties of which Realty Income or VEREIT are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by Realty Income or VEREIT on their respective websites or otherwise. Neither Realty Income nor VEREIT undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

Realty Income Investors:

Jonathan Pong, CFA, CPA

Senior VP, Head of Corporate Finance

Senior Vice President, Investor Relations