PR Newswire | Nov 8, 2021 08:31AM EST

Consent Solicitations

11/08 07:30 CST

Realty Income Announces Expiration And Final Results Of Exchange Offers And Consent Solicitations SAN DIEGO, Nov. 8, 2021

SAN DIEGO, Nov. 8, 2021 /PRNewswire/ -- Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company(r), 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 "VEREIT Notes") previously issued by VEREIT Operating Partnership, 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 VEREIT Notes to amend the indenture governing the VEREIT Notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture. A Registration Statement on Form S-4 (File No. 333-260165) (the "Registration Statement") relating to the issuance of the VEREIT 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.

As of 11:59 p.m., New York City time, on November 5, 2021 (the "Expiration Date"), the aggregate principal amounts listed in the table below of each series of VEREIT Notes had been validly tendered and not validly withdrawn in connection with the exchange offers and consent solicitations (the "Exchange Offers"). In addition, as of the Expiration Date, the conditions required for the consummation of the Exchange Offers had been met. These conditions included, 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 VEREIT Notes, each voting as separate series and (ii) the consummation of the Mergers (as defined in the Prospectus referred to below), which closed on November 1, 2021. The final settlement of the Exchange Offers is expected to take place on or about November 9, 2021.

Tenders and Consents Percentage of Total OutstandingSeries of VEREIT Notes Received Principal as of the Expiration Amount of Such Series of VEREIT Date Notes

4.600% Notes due 2024 $485,300,000 97.06%

4.625% Notes due 2025 $544,229,000 98.95%

4.875% Notes due 2026 $595,759,000 99.29%

3.950% Notes due 2027 $594,146,000 99.02%

3.400% Notes due $597,979,000 99.66%January 2028

2.200% Notes due June $497,120,000 99.42%2028

3.100% Notes due 2029 $596,883,000 99.48%

2.850% Notes due 2032 $699,533,000 99.93%

The Exchange Offers were made pursuant to the terms and conditions set forth in Realty Income's prospectus, dated October 25, 2021 (the "Prospectus"), which forms a part of the Registration Statement, that contains a more complete description of the terms and conditions of the Exchange Offers.

The dealer managers for the Exchange Offers were:

Goldman Sachs & Co. TD Securities (USA)LLC LLC Wells Fargo Securities, LLC200 West Street 1 Vanderbilt Avenue, 12th Floor 550 South Tryon Street, 5^th FloorNew York, New York10282 New York, New York Charlotte, North Carolina 28202 10017Attention: Liability Attention: Liability ManagementManagement Group Attention: Liability Group Management GroupToll-Free: (800) (828) Collect: (704) 410-4759(3182) Toll-Free: (866) 584-2096 Toll Free: (866) 309-6316Collect: (212)902-6351 Collect: (212) Email: 827-7795 liabilitymanagement@wellsfargo.comEmail:GS-LM-NYC@gs.com Email: LM@tdsecurities.com

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

D.F. King & Co., Inc.48 Wall Street, 22nd Floor New York, New York 10005 Attn: Michael HorthmanBank and Brokers Call Collect: (212) 269-5550 All Others, Please Call Toll-Free: (877) 283-0322Email: 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(r), is an S&P 500 company and member of the S&P 500 Dividend Aristocrats(r) 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 7,000 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, 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 SEC. Consequently, forward-looking statements should be regarded solely as reflections of our current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. We undertake no 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.

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SOURCE Realty Income Corporation