Realty Income Corporation (NYSE: O) (Realty Income), The Monthly Dividend Company®, and VEREIT, Inc. (NYSE: VER) (VEREIT) have announced that the two companies have entered into a definitive merger agreement by which Realty Income will acquire VEREIT in an all-stock transaction, creating a combined company with an enterprise value of approximately US$50 billion. Immediately following the closing, the companies expect to effectuate a taxable spin-off of substantially all of the office properties of both companies into a new, self-managed, publicly traded REIT (SpinCo). Following the merger and the spin-off, Realty Income will continue as the surviving public entity.
Latham & Watkins LLP represents Realty Income in the merger and spin-off transaction with a corporate deal team led by Orange County partner William Cernius and Orange County and New York partner Charles Ruck, with associates Darren Guttenberg, Christopher Martinez, Madison Mapes, Mekbeb Hagos, Abby Timmons, Jack Vanderford, Tiana Baghdikian, and Brett Newman. Advice was also provided on real estate matters by Orange County partner David Meckler, with associates Steven Mach, Trevor Yedoni, and Caitlin Nguyen; on tax matters by Los Angeles partner Ana O’Brien and Century City partner Pardis Zomorodi, with counsel William Kessler and associate Ryan Brenner; on benefits and compensation matters by Los Angeles partner David Taub, with associates Megan Ampe and Vanessa King; on capital markets matters by New York partner Andrew Baker; on finance matters by Los Angeles partner Kenneth Askin; on environmental matters by Orange County partner Christopher Norton; on intellectual property matters by Orange County counsel David Kuiper; and on litigation matters by San Diego partner Drew Gardiner, and Orange County partner Andrew Gray.