Realty Income to acquire Spirit Realty Capital in $9.3B all-stock merger

REALTY INCOME CORP

Exchange ratio: 0.762 Realty Income shares per Spirit share; Spirit shareholders will own ~13% of combined company.
Transaction valued at ~$9.3B enterprise value; combined company ~$63B enterprise value.
Expected >2.5% accretion to annualized AFFO per share; leverage neutral, no external capital needed.
Expected close in Q1 2024, subject to Spirit shareholder approval and customary conditions.
Termination fee of $173.97M (or $93.68M under certain conditions); expense reimbursement $25M.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

REALTY INCOME CORP entered into Agreement and Plan of Merger with Spirit Realty Capital, Inc. valued at 0.762 shares of Realty Income common stock per Spirit share (effective 2023-10-29).

Action: entry
Agreement: merger
Counterparty: Spirit Realty Capital, Inc.
Value: 0.762 shares of Realty Income common stock per Spirit share
Effective: 2023-10-29

Exact text from the filing

On October 29, 2023, Realty Income Corporation, a Maryland corporation (“ Realty Income ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Saints MD Subsidiary, Inc., a Maryland corporation and a direct wholly owned subsidiary of Realty Income (“ Merger Sub ”), and Spirit Realty Capital, Inc., a Maryland corporation (“ Spirit ”).

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72 material agreements filed in the last 30 days. Browse all material agreements →

REALTY INCOME CORP filing history →

Source: SEC EDGAR

accession 0001104659-23-112361

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