Realty Income Corp S-4, filed Oct 8, 2021

Realty Income Corp (O)

S-4 2021-10-08

View Original

Added on October 26, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐


Title of Each Class of Securities To Be Registered	Amount To be Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee(2)
4.600% Notes due February 6, 2024	$500,000,000	100%	$500,000,000	$46,350
4.625% Notes due November 1, 2025	$550,000,000	100%	$550,000,000	$50,985
4.875% Notes due June 1, 2026	$600,000,000	100%	$600,000,000	$55,620
3.950% Notes due August 15, 2027	$600,000,000	100%	$600,000,000	$55,620
3.400% Notes due January 15, 2028	$600,000,000	100%	$600,000,000	$55,620
2.200% Notes due June 15, 2028	$500,000,000	100%	$500,000,000	$46,350
3.100% Notes due December 15, 2029	$600,000,000	100%	$600,000,000	$55,620
2.850% Notes due December 15, 2032	$700,000,000	100%	$700,000,000	$64,890
Total			$4,650,000,000	$431,055

Aggregate Principal Amount ($mm)	Series of Notes Issued by VEREIT to be Exchanged (Collectively, the “VEREIT Notes”)	CUSIP No.	Series of Notes to be Issued by Us (Collectively, the “Realty Notes”)	Exchange Consideration(1)(2)						Early Participation Premium(1)(2)			Total Consideration(1)(2)(3)
				Realty Notes (principal amount)			Cash			Realty Notes (principal amount)			Realty Notes (principal amount)			Cash
$500	4.600% Notes due 2024 (the “2024 Notes”)	03879QAF1	4.600% Notes due 2024 (the “New 2024 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$550	4.625% Notes due 2025 (the “2025 Notes”)	92340LAD1	4.625% Notes due 2025 (the “New 2025 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$600	4.875% Notes due 2026 (the “2026 Notes”)	92340LAA7	4.875% Notes due 2026 (the “New 2026 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$600	3.950% Notes due 2027 (the “2027 Notes”)	92340LAC3	3.950% Notes due 2027 (the “New 2027 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$600	3.400% Notes due January 2028 (the “Jan 2028 Notes”)	92340LAF6	3.400% Notes due January 2028 (the “New January 2028 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$500	2.200% Notes due June 2028 (the “June 2028 Notes”)	92340LAH2	2.200% Notes due June 2028 (the “New June 2028 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$600	3.100% Notes due 2029 (the “2029 Notes”)	92340LAE9	3.100% Notes due 2029 (the “New 2029 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$700	2.850% Notes due 2032 (the “2032 Notes”)	92340LAG4	2.850% Notes due 2032 (the “New 2032 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00

	Page
ABOUT THIS PROSPECTUS		1
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS		2
WHERE YOU CAN FIND MORE INFORMATION		5
SUMMARY		8
RISK FACTORS		24
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		31
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		36
USE OF PROCEEDS		52
CAPITALIZATION		53
THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS		55
DESCRIPTION OF THE DIFFERENCES BETWEEN THE REALTY NOTES AND THE VEREIT NOTES		64
THE PROPOSED AMENDMENTS		84
DESCRIPTION OF NEW REALTY NOTES		86
DESCRIPTION OF BASE SECURITIES		103
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		114
VALIDITY OF NOTES		121
EXPERTS		122

Series of Notes Issued by VEREIT to be Exchanged (collectively, the “VEREIT Notes”)			Series of Notes to be Issued by Realty (collectively, the “Realty Notes”)
4.600% Notes due 2024			4.600% Notes due 2024
4.625% Notes due 2025			4.625% Notes due 2025
4.875% Notes due 2026			4.875% Notes due 2026
3.950% Notes due 2027			3.950% Notes due 2027
3.400% Notes due January 2028			3.400% Notes due January 2028
2.200% Notes due June 2028			2.200% Notes due June 2028
3.100% Notes due 2029			3.100% Notes due 2029
2.850% Notes due 2032			2.850% Notes due 2032

Interest Rates and Maturity Dates	Semi-Annual Interest Payment Dates	Expected First Interest Payment Date
4.600% Notes due February 6, 2024	February 6 and August 6	February 6, 2022
4.625% Notes due November 1, 2025	May 1 and November 1	May 1, 2022
4.875% Notes due June 1, 2026	June 1 and December 1	December 1, 2021
3.950% Notes due August 15, 2027	February 15 and August 15	February 15, 2022
3.400% Notes due January 15, 2028	January 15 and July 15	January 15, 2022
2.200% Notes due June 15, 2028	June 15 and December 15	December 15, 2021
3.100% Notes due December 15, 2029	June 15 and December 15	December 15, 2021
2.850% Notes due December 15, 2032	June 15 and December 15	December 15, 2021

	Realty Historical, As Reclassified (Note 3)			VEREIT Historical, As Reclassified (Note 3)			Mergers Transaction Adjustments (Note 4)			Item in Note 4		Orion Divestiture Transaction Adjustments (Note 5) 1			Item in Note 5		Pro Forma Combined
ASSETS
Real estate held for investment, at cost:
Land		$	6,975,008		$	2,724,975		$	648,265		1		$	(437,481)				$	9,910,767
Buildings and improvements			15,700,846			9,912,886			759,505		1			(1,692,089)					24,681,148
Total real estate held for investment, at cost			22,675,854			12,637,861			1,407,770					(2,129,570)					34,591,915
Less accumulated depreciation and amortization			(3,775,540)			(2,950,819)			2,950,819		2			144,865					(3,630,675)
Real estate held for investment, net			18,900,314			9,687,042			4,358,589					(1,984,705)					30,961,240
Real estate and lease intangibles held for sale, net			39,540			28,977			9,897		3			—					78,414
Cash and cash equivalents			231,164			275,496			(224,067)		4			417,476		2			700,069
Accounts receivable, net			327,920			331,232			(284,003)		5			(15,618)					359,531
Lease intangible assets, net			1,969,793			941,822			1,878,958		6			(296,747)					4,493,826
Goodwill			14,017			1,337,773			(601,437)		7			(116,358)		3			633,995
Other assets, net			502,193			312,653			14,025		8			(35,021)					793,850
Total assets		$	21,984,941		$	12,914,995		$	5,151,962				$	(2,030,973)				$	38,020,925
LIABILITIES AND EQUITY
Distributions payable		$	90,455		$	106,999		$	(1,042)		9		$	—				$	196,412
Accounts payable and accrued expenses			259,805			117,445			100,664		10			(9,572)					468,342
Lease intangible liabilities, net			319,495			115,831			410,705		11			(40,356)					805,675
Other liabilities			276,120			263,932			—					(18,707)					521,345
Line of credit payable and commercial paper			1,285,306			—			150,000		13			—					1,435,306
Term loan, net			249,457			—			—					—					249,457
Mortgages payable, net			300,574			1,002,496			45,079		12			(187,906)		4			1,160,243
Notes payable, net			7,330,050			4,588,286			477,742		12			—					12,396,078
Total liabilities			10,111,262			6,194,989			1,183,148					(256,541)					17,232,858
Stockholders’ equity:
Preferred stock and paid-in capital			—			371,781			(371,781)		13			—					—
Common stock and paid-in capital			15,827,231			12,985,316			(2,216,650)		13			—					26,595,897
Distributions in excess of net income			(3,968,333)			(6,644,896)			6,563,907		13			(1,773,275)		5			(5,822,597)
Accumulated other comprehensive (loss) income			(19,366)			732			(732)		13			—					(19,366)
Total stockholders’ equity			11,839,532			6,712,933			3,974,744					(1,773,275)					20,753,934
Noncontrolling interests			34,147			7,073			(5,930)		14			(1,157)					34,133
Total equity			11,873,679			6,720,006			3,968,814					(1,774,432)					20,788,067
Total liabilities and equity		$	21,984,941		$	12,914,995		$	5,151,962				$	(2,030,973)				$	38,020,925

	Realty Historical			VEREIT Historical, As Reclassified (Note 3)			Mergers Transaction Adjustments (Note 4)			Item in Note 4		Orion Divestiture Transaction Adjustments (Note 5) 6			Pro Forma Combined
REVENUE
Rental (including reimbursable)		$	899,621		$	580,876		$	31,801		15		$	(106,509)		$	1,405,789
Other			7,465			7,955			—					(492)			14,928
Total revenue			907,086			588,831			31,801					(107,001)			1,420,717
EXPENSES
Depreciation and amortization			365,774			213,914			161,369		16			(41,387)			699,670
Interest			146,749			120,027			(35,792)		17			(4,619)			226,365
Property (including reimbursable)			60,233			59,779			1,236		18			(23,765)			97,483
General and administrative			42,645			27,759			661		19			(17)			71,048
Provisions for impairment			19,966			45,978			—					(21,624)			44,320
Merger-related costs			13,298			12,673			—					—			25,971
Total expenses			648,665			480,130			127,474					(91,412)			1,164,857
Gain on sales of real estate			23,302			92,970			—					—			116,272
Foreign currency and derivative gains, net			1,204			—			—					—			1,204
Equity in income of unconsolidated entities			—			911			—					(410)			501
Loss on extinguishment of debt			(46,473)			(2,097)			—					80			(48,490)
Income before income taxes			236,454			200,485			(95,673)					(15,919)			325,347
Income taxes			(15,450)			(1,859)			—					—			(17,309)
Net income			221,004			198,626			(95,673)					(15,919)			308,038
Net income attributable to noncontrolling interests			(585)			(83)			—					(31)			(699)
Net income available to common stockholders		$	220,419		$	198,543		$	(95,673)				$	(15,950)		$	307,339
Amounts available to common stockholders per common share:															(Note 6)
Basic and diluted		$	0.59		$	0.81										$	0.57
Weighted average common shares outstanding:															(Note 6)
Basic			372,879,165			229,205,720											534,621,683
Diluted			372,971,744			229,740,111											534,775,234

	Realty Historical, As Reclassified (Note 3)			VEREIT Historical, As Reclassified (Note 3)			Mergers Transaction Adjustments (Note 4)			Item in Note 4		Orion Divestiture Transaction Adjustments (Note 5) 6			Item in Note 5		Pro Forma Combined
REVENUE
Rental (including reimbursable)		$	1,639,533		$	1,158,285		$	50,207		15		$	(223,778)				$	2,624,247
Other			12,092			9,691			—					(754)					21,029
Total revenue			1,651,625			1,167,976			50,207					(224,532)					2,645,276
EXPENSES
Depreciation and amortization			677,038			452,008			302,365		16			(88,612)					1,342,799
Interest			309,336			265,660			(74,741)		17			(12,836)					487,419
Property (including reimbursable)			104,603			122,967			2,472		18			(52,367)					177,675
General and administrative			73,215			68,487			1,874		19			(40)					143,536
Provisions for impairment			147,232			65,075			—					(27,977)					184,330
Merger-related costs			—			—			127,592		20			—					127,592
Total expenses			1,311,424			974,197			359,562					(181,832)					2,463,351
Gain on sales of real estate			76,232			95,292			—					(9,765)					161,759
Foreign currency and derivative gains (losses), net			4,585			(85,392)			—					—					(80,807)
Equity in income and gain on disposition of unconsolidated entities			—			3,539			—					(535)					3,004
Loss on extinguishment of debt			(9,819)			(1,486)			—					(3,262)		7			(14,567)
Income before income taxes			411,199			205,732			(309,355)					(56,262)					251,314
Income taxes			(14,693)			(4,513)			—					—					(19,206)
Net income			396,506			201,219			(309,355)					(56,262)					232,108
Net income attributable to noncontrolling interests			(1,020)			(91)			—					(60)					(1,171)
Net income available to common stockholders		$	395,486		$	201,128		$	(309,355)				$	(56,322)				$	230,937
Amounts available to common stockholders per common share:																	(Note 6)
Basic		$	1.15		$	0.72												$	0.46
Diluted			1.14			0.72													0.46
Weighted average common shares outstanding:																	(Note 6)
Basic			345,280,126			217,548,175													507,022,644
Diluted			345,415,258			217,862,005													507,232,603

	June 30, 2021
Rent and tenant receivables and other assets, net		$	365,186
Less: Straight-line rent receivable, net			(284,003)
Less: Accounts receivable, net			(47,229)
Operating lease right-of-use assets			188,628
Investment in unconsolidated entities			80,487
Restricted cash			9,584
Other assets, net, as presented		$	312,653

	June 30, 2021
Straight-line rent receivable, net		$	284,003
Accounts receivable, net			47,229
Accounts receivable, net, as presented		$	331,232

	June 30, 2021
Intangible lease assets		$	1,908,178
Less: Accumulated amortization			(966,356)
Lease intangible assets, net, as presented		$	941,822

	June 30, 2021
Deferred rent and other liabilities		$	64,371
Operating lease liabilities			199,561
Other liabilities, as presented		$	263,932

	June 30, 2021
Preferred stock		$	149
Additional paid-in capital			371,632
Preferred stock and paid-in capital, as presented		$	371,781

	June 30, 2021
Common stock		$	2,291
Additional paid-in capital			13,354,657
Less: Additional paid-in capital related to preferred stock			(371,632)
Common stock and paid-in capital, as presented		$	12,985,316

	For the six months ended June 30, 2021			For the year ended December 31, 2020
Fees from managed partnerships		$	1,200		$	3,081
Other income, net			6,755			6,610
Other, as presented		$	7,955		$	9,691

	For the six months ended June 30, 2021			For the year ended December 31, 2020
Acquisition-related		$	2,782		$	4,790
Litigation and non-routine costs, net			6,673			2,348
Less: Mergers costs			(12,673)			—
General and administrative			30,977			61,349
General and administrative, as presented		$	27,759		$	68,487

	Amount
Estimated shares of VEREIT common stock and VEREIT OP common units to be exchanged(a)			229,301,649
Exchange Ratio			0.705
Estimated shares of Realty common stock to be issued			161,657,663
Closing price of Realty common stock on October 5, 2021(b)		$	66.25
Estimated fair value of Realty common stock to be issued to former holders of VEREIT common stock and VEREIT OP common units		$	10,709,820
Estimated fair value of VEREIT’s equity-based compensation awards attributable to pre-combination services(c)			31,918
Consideration to be transferred		$	10,741,738
Preliminary fair value of VEREIT debt assumed by Realty			6,263,603
Total estimated preliminary purchase price		$	17,005,341

	Estimated fair value			Less: Elimination of historical carrying value			Total pro forma adjustment
Land		$	3,373,240		$	(2,724,975)		$	648,265
Buildings and improvements			10,672,391			(9,912,886)			759,505

	Amount
Preliminary allocation of fair value:
In-place leases		$	2,146,346
Leasing commissions and marketing costs			296,102
Above-market lease assets			378,332
Less: Elimination of historical carrying value of lease intangible assets, net			(941,822)
Total pro forma adjustment		$	1,878,958

	Mortgages payable			Notes payable
Estimated fair value		$	1,047,575		$	5,066,028
Less: Elimination of historical carrying value, including unamortized deferred financing costs and net discounts			(1,002,496)			(4,588,286)
Total pro forma adjustment		$	45,079		$	477,742

	Preferred stock and paid-in capital			Common stock and paid-in capital			Distributions in excess of net income			Accumulated other comprehensive (loss) income
Redemption of the VEREIT Series F Preferred Stock(a)		$	(371,781)		$	—		$	—		$	—
Issuance of Realty common stock(b)			—			10,709,820			—			—
Settlement and exchange of VEREIT equity-based awards(c)			—			31,918			—			—
Elimination of VEREIT’s historical equity balances			—			(12,985,316)			6,644,896			(732)
Realty merger related costs(d)(e)			—			26,928			(80,989)			—
Total pro forma adjustment		$	(371,781)		$	(2,216,650)		$	6,563,907		$	(732)

	Elimination of historical amounts(a)			Recognition of post-combination amounts(b)			Total pro forma adjustment
For the six months ended June 30, 2021
Straight-line rents		$	(10,612)		$	31,243		$	20,631
Amortization of above-market and below-market lease intangibles and deferred lease incentives			3,101			8,069			11,170
Total pro forma adjustment		$	(7,511)		$	39,312		$	31,801
For the year ended December 31, 2020
Straight-line rents		$	(24,219)		$	54,761		$	30,542
Amortization of above-market and below-market lease intangibles and deferred lease incentives			3,527			16,138			19,665
Total pro forma adjustment		$	(20,692)		$	70,899		$	50,207

	For the six months ended June 30, 2021			For the year ended December 31, 2020
Buildings and improvements(a)		$	157,961		$	315,922
Tenant improvements(a)			57,645			115,290
In-place leases and leasing commissions and marketing costs(a)			130,239			260,478
Less: Elimination of historical depreciation and amortization(b)			(184,476)			(389,325)
Total pro forma adjustment		$	161,369		$	302,365

	For the six months ended June 30, 2021			For the year ended December 31, 2020
Elimination of historical deferred financing costs amortization		$	(5,229)		$	(14,896)
Elimination of historical amortization of net (discounts)/premiums			(1,037)			928
Amortization of the fair value adjustment on mortgages and notes payable			(30,351)			(62,424)
Incremental interest expense on VEREIT’s Revolving Credit Facility			825			1,651
Total pro forma adjustment		$	(35,792)		$	(74,741)

	Realty Office Assets			VEREIT Office Assets			Total Orion Business
ASSETS
Real estate held for investment, at cost:
Land		$	71,191		$	366,290		$	437,481
Buildings and improvements			562,904			1,129,185			1,692,089
Total real estate held for investment, at cost			634,095			1,495,475			2,129,570
Less accumulated depreciation and amortization			(144,865)			—			(144,865)
Real estate held for investment, net			489,230			1,495,475			1,984,705
Cash and cash equivalents			—			1,300			1,300
Accounts receivable, net			7,948			7,670			15,618
Lease intangible assets, net			25,147			271,600			296,747
Goodwill			—			116,358			116,358
Other assets, net			8,702			26,319			35,021
Total assets		$	531,027		$	1,918,722		$	2,449,749
LIABILITIES
Accounts payable and accrued expenses		$	1,594		$	7,978		$	9,572
Lease intangible liabilities, net			6,406			33,950			40,356
Other liabilities			4,706			14,001			18,707
Mortgages payable, net			22,732			165,174			187,906
Total liabilities		$	35,438		$	221,103		$	256,541

	Amount
Repayment of certain existing mortgages payable of Realty Office Assets and VEREIT Office Assets, including prepayment costs		$	(177,033)
Reimbursement by Orion of amounts paid by Realty with respect to certain existing mortgages payable of Realty Office Assets and VEREIT Office Assets (including a portion of the associated repayment costs)			170,809
Proceeds from the Orion LP new financing arrangements distributed by Orion to Realty			425,000
Cash and cash equivalents attributable to VEREIT Office Assets			(1,300)
Total pro forma adjustment		$	417,476

	Amount
Principal amount repaid		$	(165,809)
Elimination of historical deferred financing fees and net premiums related to Realty Office Assets mortgages repaid			535
Elimination of net premiums related to VEREIT Office Assets mortgages repaid			(6,811)
Derecognition of remaining Orion mortgages payable, as described in item 1 of Note 5			(15,821)
Total pro forma adjustment		$	(187,906)

	Amount
Derecognition of Orion net assets upon the Orion Divestiture		$	(1,768,327)
Loss on debt extinguishment upon repayment of certain mortgages payable			(4,948)
Total pro forma adjustment		$	(1,773,275)

	Realty Office Assets			VEREIT Office Assets			Total Orion Business
REVENUE
Rental (including reimbursable)		$	25,615		$	80,894		$	106,509
Other			—			492			492
Total revenue			25,615			81,386			107,001
EXPENSES
Depreciation and amortization			11,943			29,444			41,387
Interest			803			3,816			4,619
Property (including reimbursable)			2,951			20,814			23,765
General and administrative			—			17			17
Provisions for impairment			—			21,624			21,624
Total expenses			15,697			75,715			91,412
Equity in income of unconsolidated entities			—			410			410
Loss on extinguishment of debt			—			(80)			(80)
Income before income taxes			9,918			6,001			15,919
Income taxes			—			—			—
Net income			9,918			6,001			15,919
Net income attributable to noncontrolling interests			—			31			31
Net income available to common stockholders		$	9,918		$	6,032		$	15,950

	For the six months ended June 30, 2021			For the year ended December 31, 2020
Numerator
Pro forma net income available to common stockholders		$	307,339		$	230,937
Denominator
Realty historical weighted average common shares outstanding			372,879,165			345,280,126
VEREIT common stock and VEREIT OP common units converted into Realty common stock (229,301,649 shares and units outstanding, multiplied by the Exchange Ratio of 0.705)			161,657,663			161,657,663
VEREIT DSU Awards converted into Realty common stock (120,362 units, multiplied by the Exchange Ratio of 0.705)			84,855			84,855
Pro forma weighted average common shares outstanding – basic			534,621,683			507,022,644
Realty historical weighted average dilutive shares			92,579			135,132
Unvested VEREIT equity-based awards exchanged into Realty equity-based awards			60,972			74,827
Pro forma weighted average Realty common shares outstanding – diluted			534,775,234			507,232,603
Pro forma amounts of net income available to common stockholders per common share:
Basic and diluted		$	0.57		$	0.46

				As of June 30, 2021
	Realty Actual			VEREIT Actual			Pro Forma As Adjusted
				(in thousands, except par value and shares)
Cash and cash equivalents		$	231,164		$	275,496		$	700,069
Short-term debt		$	1,298,706			15,705			1,314,411
Realty Long-term debt:
4.650% Notes due 2023		$	750,000		$	—		$	750,000
3.875% Notes due 2024			350,000			—			350,000
3.875% Notes due 2025			500,000			—			500,000
0.750% Notes due 2026			325,000			—			325,000
4.125% Notes due 2026			650,000			—			650,000
3.000% Notes due 2027			600,000			—			600,000
3.650% Notes due 2028			550,000			—			550,000
3.250% Notes due 2029			500,000			—			500,000
1.625% Notes due 2030			552,440			—			552,440
3.250% Notes due 2031			950,000			—			950,000
1.800% Notes due 2033			400,000			—			400,000
2.730% Notes due 2034			435,047			—			435,047
5.875% Notes due 2035			250,000			—			250,000
4.650% Notes due 2047			550,000			—			550,000
4.600% Notes due 2024			—			—			500,000
4.625% Notes due 2025			—			—			550,000
4.875% Notes due 2026			—			—			600,000
3.950% Notes due 2027			—			—			600,000
3.400% Notes due January 2028			—			—			600,000
2.200% Notes due June 2028			—			—			500,000
3.100% Notes due 2029			—			—			600,000
2.850% Notes due 2032			—			—			700,000
VEREIT Long-term debt:		$

Aggregate Principal Amount	Series of Notes Issued by VEREIT to be Exchanged	Series of Notes to be Issued by Realty	Semi-Annual Interest Payment Dates for Both VEREIT and Realty Notes
$500,000,000	4.600% Notes due 2024	4.600% Notes due 2024	February 6 and August 6
$550,000,000	4.625% Notes due 2025	4.625% Notes due 2025	May 1 and November 1
$600,000,000	4.875% Notes due 2026	4.875% Notes due 2026	June 1 and December 1
$600,000,000	3.950% Notes due 2027	3.950% Notes due 2027	February 15 and August 15
$600,000,000	3.400% Notes due 2028	3.400% Notes due 2028	January 15 and July 15
$500,000,000	2.200% Notes due 2028	2.200% Notes due 2028	June 15 and December 15
$600,000,000	3.100% Notes due 2029	3.100% Notes due 2029	June 15 and December 15
$700,000,000	2.850% Notes due 2032	2.850% Notes due 2032	June 15 and December 15

	VEREIT Notes	New Realty Notes
	Article IV of the VEREIT Indenture, supplemented by Section 18(a) of Annex A of each officer's certificate establishing the terms of the VEREIT Notes:	Realty Form of Note
Limitation on Incurrence of Total Debt	Parent will not, and will not permit any Subsidiary to, incur any Debt (including, without limitation, Acquired Debt) if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Debt of Parent and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 65% of the sum of (1) the Total Assets of Parent and its Subsidiaries as of the end of the latest fiscal quarter covered in Parent’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if	The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) the Company’s Total Assets as of the end of the latest fiscal quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if

	VEREIT Notes	New Realty Notes
	such filing is not required under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt, and (2) the aggregate purchase price of any real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), in each case by Parent or any of its Subsidiaries since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such additional Debt.	such filing is not required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Trustee) prior to the incurrence of such additional Debt and (ii) the increase, if any, in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets caused by the application of the proceeds of such additional Debt (such increase together with the Company’s Total Assets are referred to as the “Adjusted Total Assets”). As used in the Realty Indenture, the term “Company” means, in general, Realty Income Corporation and its successors under the Realty Indenture (in each case excluding its subsidiaries), and the term “Commission” means, in general, the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of the Realty Indenture such Commission is not existing and performing the duties then assigned to it under the Trust Indenture Act of 1939, as amended, then the body performing such duties on such date.
Limitation on Incurrence of Secured Debt	Article IV of the VEREIT Indenture, supplemented by Section 18(b) of Annex A of each officer’s certificate establishing the terms of the VEREIT Notes:	Realty Form of Note
	Parent will not, and will not permit any Subsidiary to, incur any Secured Debt (including, without limitation, Acquired Debt that is secured by a Lien) if, immediately after giving effect to the incurrence of such Secured Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all	The Company will not, and will not permit any Subsidiary to, incur any Secured Debt, other than Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Secured Debt of the

	VEREIT Notes	New Realty Notes
	outstanding Secured Debt of Parent and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 40% of the sum of (1) the Total Assets of Parent and its Subsidiaries as of the end of the latest fiscal quarter covered in Parent’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not required under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt, and (2) the aggregate purchase price of any real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), in each case by Parent or any of its Subsidiaries since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such additional Debt.	Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 40% of the Company’s Adjusted Total Assets
Debt Service Coverage	Article IV of the VEREIT Indenture, supplemented by Section 18(c) of Annex A of each officer’s certificate establishing the terms of the VEREIT Notes:	Realty Form of Note
	Parent will not, and will not permit any Subsidiary to, incur any Debt (including, without limitation, Acquired Debt) and solely with respect to the 2024 Notes, other than intercompany debt, if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, on a pro forma basis after giving effect to the incurrence of such	The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, and calculated on the assumption that

			VEREIT Notes			New Realty Notes
			Debt and the application of the proceeds therefrom, and calculated on the following assumptions: (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by Parent or any of its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period) had occurred on the first day of such period, (2) the repayment or retirement of any other Debt of Parent or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such Debt during such period), and (3) in the case of any acquisition or disposition by Parent or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis by applying the average daily rate which			(i) such Debt and any other Debt incurred by the Company or any of its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period) had occurred on the first day of such period, (ii) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such Debt during such period), and (iii) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

	VEREIT Notes	New Realty Notes
	would have been in effect during the entire such four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period.
Maintenance of Total Unencumbered Assets	Article IV of the VEREIT Indenture, supplemented by Section 18(d) of Annex A of each officer’s certificate establishing the terms of the VEREIT Notes: Parent and its Subsidiaries will not have at any time Total Unencumbered Assets of less than 150% of the aggregate principal amount of all of the outstanding Unsecured Debt of Parent and its Subsidiaries determined on a consolidated basis in accordance with GAAP.	Realty Form of Note The Company will maintain at all times Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries, computed on a consolidated basis in accordance with GAAP.
Change of Control (Applicable Solely to 2026 Notes)	Form of Note for 2026 Note
	“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent, the Issuer and their Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d) of the Exchange Act), but excluding any employee benefit plan of such person or its subsidiaries, and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan); provided, however, that for the avoidance of doubt, the lease of all or substantially all of the real estate assets of Parent, the Issuer or any of their respective	Substantially the same provision will be included solely with respect to the New Realty Notes due 2026 except that,among other things, the defined term “Change of Control” will include references to Realty Income and its subsidiaries and references to the “Parent” will be eliminated. See “Description of New Realty Notes — Offer to Repurchase New 2026 Notes upon Change of Control and Ratings Decline.”

			VEREIT Notes			New Realty Notes
			subsidiaries to an operator pursuant to a real estate lease or leases shall not constitute a Change of Control;
			(2) the adoption by shareholders or partners of a plan relating to the liquidation or dissolution of Parent or the Issuer;
			(3) the consummation of any transaction (including any merger, amalgamation, consolidation or other business combination transaction) the result of which is that any “person” (as defined in clause (1) of this definition of “Change of Control”), other than any holding company which owns 100% of the Voting Stock of Parent (so long as no Change of Control would otherwise have occurred in respect of the Voting Stock of such holding company), becomes the beneficial owner (as defined in Rule 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of Parent, measured by voting power rather than number of shares;
			(4) (a) Parent ceases to own, directly or indirectly, more than 50% of the Voting Stock of the Issuer or (b) the sole general partner of the Issuer ceases to be Parent or one or more of Parent’s wholly owned subsidiaries; or
			(5) the replacement of a majority of the Board of Directors of Parent over a one-year period from the directors who constituted the Board of Directors of Parent at the beginning of such period, and such replacement shall not have been approved by vote of at least a majority of the Board of Directors of Parent then still in office who either were members of the Board of Directors at the beginning of such period or