EX-99.1 2 tm2122336d12_ex99-1.htm EXHIBIT-99.1 tm2122336-12_8k_DIV_03-exh99x1 - none - 58.2347532s
 Exhibit 99.1
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October 22, 2021
Dear Realty Income Stockholder:
We are pleased to inform you that on October 22, 2021, the board of directors of Realty Income Corporation, a Maryland corporation (“Realty Income”), declared a distribution of the outstanding shares of common stock of Orion Office REIT Inc., a Maryland corporation (“Orion”), which will be a self-managed, publicly traded real estate investment trust (“REIT”) and hold the Office Properties (as hereinafter defined) and certain other assets. The distribution of the shares of Orion is subject to the satisfaction of certain conditions.
The distribution of shares of Orion common stock (the “Distribution”) is contemplated by the agreement and plan of merger, dated as of April 29, 2021 (as amended from time to time, the “Merger Agreement”), by and among VEREIT, Inc. (“VEREIT”), VEREIT Operating Partnership, L.P. (“VEREIT OP”), Realty Income, Rams MD Subsidiary I, Inc., a wholly owned subsidiary of Realty Income (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a wholly owned subsidiary of Realty Income (“Merger Sub 2”).
Pursuant to the Merger Agreement, Merger Sub 2 will merge with and into VEREIT OP, with VEREIT OP continuing as the surviving partnership (the “Partnership Merger”). Pursuant to the Merger Agreement and immediately following the Partnership Merger, VEREIT will merge with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation (the “Merger” and, together with the Partnership Merger, the “Mergers”, and such effective time of the Merger, the “Merger Effective Time”).
In connection with the Merger, each VEREIT common stockholder will have the right to receive 0.705 newly issued shares of Realty Income common stock, par value $0.01 per share (“Realty Income common stock”), for each share of VEREIT common stock, par value $0.01 per share (“VEREIT common stock”) that they own immediately prior to the Merger Effective Time (and such ratio, the “Exchange Ratio”). In connection with the Partnership Merger, (i) each outstanding common partnership unit of VEREIT OP owned by a partner of VEREIT OP (the “VEREIT OP common units”) other than VEREIT and Realty Income and their respective affiliates that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, will be converted into the number of newly issued shares of Realty Income common stock equal to the Exchange Ratio, and (ii) each VEREIT OP Series F Preferred Unit and common partnership unit of VEREIT OP owned by VEREIT or by Realty Income or their respective affiliates that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions of the Merger Agreement, will remain outstanding as partnership interests in the surviving entity.
Following the Merger Effective Time, Realty Income will contribute those certain office properties, on the terms and subject to the conditions of the Merger Agreement, to Orion (the “Separation” and such properties, the “Office Properties”) and commence the Distribution on November 12, 2021. Following the Separation and the Distribution, Orion will be a self-managed, publicly traded REIT, with a portfolio of 92 office properties and related assets previously owned by Realty Income and VEREIT, totaling approximately 10.5 million total leasable square feet (collectively with the Office Properties, the “Orion Business”).
The Merger was approved by VEREIT stockholders on August 12, 2021. On August 12, 2021, the Realty Income stockholders voted affirmatively to approve the issuance of shares of Realty Income common stock in connection with the transactions contemplated by the Merger Agreement.
We believe that this transaction will allow each of the Realty Income and Orion management teams to focus on their respective portfolios with distinct business strategies. We also believe that the Separation and the Distribution will enable current and potential investors, and the financial community, to evaluate Realty Income and Orion separately and better assess the distinctive merits, performance and future prospects of each business.

The Distribution is expected to occur on November 12, 2021, by way of a pro rata special dividend to Realty Income stockholders, who will then include former VEREIT common stockholders and certain former VEREIT OP common unitholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date for the Distribution. Assuming that the conditions to the Distribution are satisfied, holders of every ten shares of Realty Income common stock as of the close of business on November 2, 2021, the expected record date for the Distribution, (including the former VEREIT stockholders who continue to hold such stock as of the close of business on the record date for the Distribution) will be entitled to receive one share of Orion common stock. We expect that the Distribution will be treated as a taxable distribution to such Realty Income stockholders for U.S. federal income tax purposes.
Realty Income stockholders are not required to approve the Distribution, and you are not required to take any action to receive your shares of Orion common stock. Following the Merger and the Distribution, you will own shares in both Realty Income and Orion. The number of shares of Realty Income stock that you own prior to the Distribution will not change as a result of the Distribution. Realty Income common stock will continue to trade on the New York Stock Exchange under the symbol “O.” Orion has been approved to list its common stock on the New York Stock Exchange under the symbol “ONL.”
We have prepared the enclosed information statement, which is being mailed to all holders of shares of Realty Income common stock, as well as current holders of VEREIT common stock, that are expected to receive shares of Orion common stock in the Distribution. The information statement describes the Separation and the Distribution in detail and contains important information about Orion, its business, financial condition and operations. We urge you to read the information statement carefully.
We want to thank you for your continued support of Realty Income, and we look forward to your future support of Orion.
Sincerely,
/s/ Sumit Roy

Sumit Roy
President, Chief Executive Officer

 
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October 22, 2021
Dear Orion Office REIT Inc. Stockholder:
It is our pleasure to welcome you as a stockholder of our company, Orion Office REIT Inc., a Maryland corporation (“Orion”). Following the distribution of all of the shares of Orion common stock by Realty Income Corporation, our company will be a self-managed, publicly traded real estate investment trust (“REIT”) that will own and operate high-quality office properties located in attractive markets in the United States.
We believe that the creation of a primarily single-tenant net lease suburban office-focused REIT is unique and differentiated in the public REIT market and positions us to benefit from the absence of direct competition in the public commercial real estate market. We intend to focus on suburban markets with strong fundamentals and demographic tailwinds accelerated in the post-COVID environment. We also believe that our management team’s extensive experience and proven track record in office real estate, as well as its in-depth market knowledge and long-standing relationships with local, regional and national industry participants, will enable us to successfully execute our business strategy and generate attractive risk-adjusted returns and long-term value for our stockholders.
We plan to maintain a balance sheet positioned to support a growth-oriented business plan. We believe our conservative leverage and strong liquidity will enable us to opportunistically take advantage of high-quality acquisition opportunities. We seek to generate compelling total returns for our shareholders by augmenting earnings growth with sustainable dividend growth. We expect our dividend to be sized to permit meaningful free cash flow reinvestment into our current portfolio and accretive investments. Orion has been approved to list its common stock on the New York Stock Exchange under the symbol “ONL.”
We invite you to learn more about Orion by carefully reviewing the enclosed information statement, which describes the distribution of Orion common stock in detail and contains important information about Orion, our business, financial condition and results of operations, as well as certain risks related to our business. The information statement also explains how you will receive your shares of Orion common stock. We look forward to your support as a stockholder of Orion.
Sincerely,
/s/ Paul H. McDowell
Paul H. McDowell
Chief Executive Officer
Orion Office REIT Inc.
 

INFORMATION STATEMENT
Orion Office REIT Inc.
This information statement is being furnished in connection with the distribution by Realty Income Corporation, a Maryland corporation (“Realty Income”), to its common stockholders, including former common stockholders of VEREIT, Inc., a Maryland corporation (“VEREIT”) and certain former VEREIT Operating Partnership, L.P. (“VEREIT OP”) common unitholders that received Realty Income common stock in the Merger (as hereinafter defined) and continue to hold such stock as of the close of business on November 2, 2021, the expected record date for the distribution of all of the outstanding shares of common stock of Orion Office REIT Inc., a Maryland corporation (“Orion”), and until the Distribution Date, a wholly owned subsidiary of Realty Income. The distribution of shares of our common stock (the “Distribution”) is expected to occur following the closing of the merger of VEREIT with and into Rams MD Subsidiary I, Inc., a wholly owned subsidiary of Realty Income (“Merger Sub 1”) (the “Merger,” and such effective time of the Merger, the “Merger Effective Time”), pursuant to the agreement and plan of merger, dated as of April 29, 2021 (as amended from time to time, the “Merger Agreement”), by and among Realty Income, VEREIT, Rams Acquisition Sub II, LLC, a Delaware limited liability company (“Merger Sub 2”) and Merger Sub 1. At the Merger Effective Time, subject to the terms and conditions of the Merger Agreement, each share of VEREIT common stock will be converted into the right to receive 0.705 newly issued shares of Realty Income common stock (the “Exchange Ratio”), and each VEREIT OP common unit (other than those held by VEREIT or Realty Income and their respective affiliates) will be converted into the right to receive 0.705 newly issued shares of Realty Income common stock.
Following the Merger Effective Time, Realty Income will contribute certain office properties to Orion, on the terms and conditions of the Merger Agreement and a related Separation and Distribution Agreement (the “Separation” and such properties, the “Office Properties”), and then commence the Distribution on November 12, 2021. Following the Separation, we will own 92 office properties and related assets previously owned by Realty Income and VEREIT, totaling approximately 10.5 million total leasable square feet (collectively with the Office Properties, the “Orion Business”).
The Distribution will be conducted pursuant to the terms of the Merger Agreement and a separation and distribution agreement (the “Separation and Distribution Agreement”). The Distribution is subject to certain conditions, described under the heading “The Separation and the Distribution.”
We expect that the shares of Orion common stock will be distributed by Realty Income to Realty Income common stockholders, including former VEREIT common stockholders and certain former VEREIT OP common unitholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date for the Distribution, on November 12, 2021 (the “Distribution Date”). In the Distribution, Realty Income will distribute all of the outstanding shares of Orion common stock on a pro rata basis to such Realty Income common stockholders, in a transaction that is expected to be a taxable distribution for U.S. federal income tax purposes. For every ten shares of Realty Income common stock held of record by Realty Income stockholders as of the close of business on November 2, 2021, the expected record date for the Distribution, such stockholder will receive one share of Orion common stock, meaning that former holders of VEREIT common stock or VEREIT OP common units who continue to hold the Realty Income shares they received in the Merger will receive approximately one share of Orion common stock for approximately every fourteen shares of VEREIT common stock or VEREIT OP common units they owned prior to the Merger Effective Time. Realty Income stockholders will receive cash in lieu of any fractional shares of Orion common stock that such holders would have otherwise received as a result of the Distribution. Former Realty Income common stockholders will own approximately 70% of the Orion common stock, and former VEREIT common stockholders and certain former VEREIT OP common unitholders will together own approximately 30% of the Orion common stock.
As discussed under “The Separation and the Distribution — Trading Before the Distribution Date,” if you sell your shares of Realty Income common stock (including Realty Income common stock received in the Merger) in the “regular-way” market beginning as early as two days before the record date and up to and through the Distribution Date you also will be selling your right to receive shares of Orion common stock in connection with the Distribution. However, if you sell your shares of Realty Income common stock (including Realty Income common stock received in the Merger) in the “ex-distribution” market during the same period, you will retain your right to receive shares of Orion common stock in connection with the Distribution.
There is no current trading market for Orion common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop as early as two trading days before the record date for the Distribution, and we expect “regular-way” trading of Orion common stock to begin on the first trading day following the completion of the Distribution. We expect that our common stock will be listed on the New York Stock Exchange (the “NYSE”) under the symbol “ONL.”
We intend to elect and qualify to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with our initial taxable year ending December 31, 2021. Shares of our common stock will be subject to limitations on ownership and transfer that, among other purposes, are intended to assist us in qualifying as a REIT. Our charter (the “Orion Charter”) will contain certain restrictions relating to the ownership and transfer of our common stock, including, subject to certain exceptions, a 9.8% limit, in value or by number of shares, whichever is more restrictive, on the ownership of outstanding shares of our common stock and a 9.8% limit, in value, on the ownership of shares of all classes and series of our outstanding stock. For more information, see “Description of Our Capital Stock — Restrictions on Ownership and Transfer.”
Following the Distribution, we expect to be an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and, as such, are allowed to provide in this information statement more limited disclosure than an issuer that would not so qualify. In addition, for so long as we remain an emerging growth company, we may also take advantage of certain limited exceptions from investor protection laws such as the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and the Investor Protection and Securities Reform Act of 2010, for limited periods.
Realty Income stockholders are not required to approve the Distribution, and you are not required to take any action to receive your shares of Orion common stock.
In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 45.
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.
This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The date of this information statement is October 22, 2021.
This information statement was first mailed to Realty Income stockholders on or about October 25, 2021.
 

 
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Presentation of Information
Unless the context otherwise requires, references in this information statement to “Orion,” “our company,” “the company,” “us,” “our” and “we” refer to Orion Office REIT Inc., a Maryland corporation, and its consolidated subsidiaries. References to “Orion LP” or “our operating partnership” refer exclusively to Orion Office REIT LP, a Maryland limited partnership of which Orion Office REIT LP LLC, a Maryland limited liability company, is the initial limited partner and we are the general partner. Following the Separation, Orion LP will function as the operating partnership of Orion.
References to the “Merger” refer exclusively to the merger of VEREIT with and into Rams MD Subsidiary I, Inc., a wholly owned subsidiary of Realty Income. References to Orion’s historical business and operations refer to the Office Properties and related operations of each of Realty Income and VEREIT, as operated by each of Realty Income and VEREIT, that will be transferred to Orion in connection with the Separation.
Unless the context otherwise requires, references in this information statement to “Realty Income” refer to Realty Income Corporation, a Maryland corporation, and its consolidated subsidiaries, and references to “VEREIT” refer to VEREIT, Inc., a Maryland corporation, and its consolidated subsidiaries, prior to the consummation of the Merger. Except as otherwise indicated or unless the context otherwise requires, all references to Orion per share data assume a distribution ratio of one share of Orion common stock, par value $0.01 per share (“Orion common stock”), for every ten shares of Realty Income common stock, par value $0.01 per share (the “Distribution Ratio”).
As used herein, all references to “clients” of Orion refer to clients or tenants who have entered into lease agreements with Orion or its subsidiaries.
 
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INFORMATION STATEMENT SUMMARY
The following is a summary of material information discussed in this information statement. This summary may not contain all of the details concerning the Separation, the Distribution or other information that may be important to you. To better understand the Separation, the Distribution and Orion’s business and financial position, you should carefully review this entire information statement. Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement assumes the completion of all of the transactions referred to in this information statement in connection with the Separation and the Distribution. Following the Separation and the Distribution, we will conduct our business as a traditional REIT, in which our properties will be owned and operated by our subsidiary limited partnerships, limited liability companies or other legal entities. We are the sole general partner of Orion LP and own, directly and indirectly, 100% of the limited partnership units in Orion LP. In the future, we may issue common operating partnership units of Orion LP (“OP units”) or preferred operating partnership units of Orion LP (“preferred units”) from time to time in connection with acquisitions of properties or for financing, compensation or other reasons. Unless otherwise stated, the real estate portfolio information and economic metrics related to our properties excludes the properties held by our unconsolidated joint venture with Arch Street Capital (the “Arch Street Joint Venture”) (other than the losses or gains attributed to our interests in the Arch Street Joint Venture).
This information statement discusses the Office Properties and our interests in our unconsolidated joint venture as if the Office Properties and our interests in our unconsolidated joint venture were the Orion Business for all historical periods described. References in this information statement to Orion’s historical assets, liabilities, businesses or activities are generally intended to refer to the historical assets, liabilities, businesses or activities of the transferred businesses as the businesses were conducted as part of Realty Income and its subsidiaries and VEREIT and its subsidiaries prior to the Merger.
Our Company
We will be an internally-managed REIT engaged in the ownership, acquisition, and management of a diversified portfolio of mission-critical and headquarters office buildings located in high quality suburban markets across the U.S. and leased primarily on a single-tenant net lease basis to creditworthy clients.
We intend to employ a proven, cycle-tested investment evaluation framework which will serve as the lens through which we make capital allocation decisions for both our current portfolio and future acquisitions. This framework prescribes that investments are evaluated along the following parameters:
Suburban Market Features.    We will focus on suburban markets with strong fundamentals and demographic tailwinds accelerated in the post-COVID environment. We will look for markets with population growth, limited new supply, and highly educated workforces that are well positioned to capitalize on de-urbanization trends amplified by the migration of millennials to the suburbs. The suburbs within Sun Belt states in particular are markets which are now benefiting from an increasing number of corporate relocations from urban coastal markets to inland secondary markets, as companies and employees alike seek a lower cost of living, business-friendly tax and regulatory environments, less density, and better weather. Additionally, we believe there are a variety of markets outside the Sun Belt which possess similar attractive characteristics and are benefiting from similar trends. We will look to opportunistically emphasize both Sun Belt and other similar high quality markets as we grow our portfolio.
Net Lease Investment Characteristics.   We seek stable cash flow from primarily long term leases with high credit quality clients and inflation protection from embedded rent growth. Net leases can enhance stability of cash flows by shifting some or all operating expense burden to the client.
Client Credit Underwriting.   We will pursue both investment grade rated clients and creditworthy non-investment grade rated clients. We will utilize our credit underwriting and real estate expertise to underwrite creditworthy non-investment grade clients that we believe will offer enhanced yield and attractive risk-adjusted returns.
Real Estate Attributes.   We will invest primarily in mission-critical regional and corporate headquarters office locations that are well-located with easy access to commuting routes and on-site amenities that enhance the client’s propensity to renew. When possible, we will look to acquire properties with modern floor plans
 
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configured to optimize collaboration and enhance employee productivity. We will also seek to acquire properties that further the ESG (as defined below) initiatives that are core to our strategy.
We will seek to utilize our investment evaluation framework to drive external growth through acquisitions, generate internal growth via asset management, and optimize our portfolio through capital recycling. To accomplish this objective, we intend to execute along three fundamental drivers of our business: External Growth, Asset Management, and Capital Recycling.
External Growth.   We intend to grow our portfolio by acquiring properties, both directly and through our Arch Street Joint Venture, that fit the characteristics defined in our investment evaluation framework through multiple sourcing channels leveraging our management team’s extensive relationship network with an average of over 25 years of experience transacting in the single-tenant net lease suburban office market. We expect to pursue both individual assets as well as portfolio opportunities sourced from a wide range of marketed and off-market transactions. We believe that developing a robust growth trajectory from the outset of the Distribution and deploying capital at accretive acquisition spreads will support cash flow growth and drive value creation for our shareholders.
Asset Management.   We will employ active asset management strategies and leverage our client relationships to attract and retain high-quality creditworthy clients, drive re-leasing and renewal activity and maximize our client retention rates. Our active asset management strategy will utilize a disciplined and adaptive investment evaluation framework to assess each property in our portfolio, including with respect to its existing leases, future leasing opportunities, geographic market, and marketability for sale, as well as how each property contributes to the portfolio as a whole, to determine the appropriate strategy for managing that property within the context of our portfolio, including potential disposition opportunities. We also intend to apply this evaluation framework to the 92 properties in our portfolio following the Distribution, in order to identify opportunities to sell, release, or reposition existing assets.
Additionally, we may seek to address any lease roll or vacancy in our portfolio by converting the space to multi-tenant office use in the event that our management team considers conversion to be the value-maximizing alternative for the subject property.
Capital Recycling.   We expect to selectively dispose of properties in our current portfolio if we determine that they do not fit our investment strategies. Proceeds from dispositions are expected to be redeployed to fund new acquisitions as well as capital investment into our existing portfolio to further enhance the quality of our portfolio and stability of our cash flows.
We believe that the creation of a primarily single-tenant net lease suburban office-focused REIT is unique and differentiated in the public REIT market and positions us to benefit from the absence of strategy-specific direct competition in the public commercial real estate market. We believe our highly experienced management team’s successful history of operating publicly traded REITs, significant expertise in the U.S. single-tenant suburban office market and extensive relationships with industry participants, combined with our vertically-integrated platform handling investment, finance, property management, and leasing will enable us to identify value creation opportunities and position us for long-term growth. Our management team has a demonstrated history of attracting and managing institutional equity capital via joint ventures with institutional investors formed to leverage our management team’s expertise in the single-tenant suburban office market.
Upon completion of the Separation, our portfolio will consist of 92 office properties totaling approximately 10.5 million total leasable square feet located within 29 states and Puerto Rico. Our portfolio is 94.4% occupied as of June 30, 2021, and generated pro forma annualized base rent (“ABR”) as of June 30, 2021 of $175.4 million, approximately 72% of which was derived from investment grade credit rated clients, which historically have exhibited a strong track record of making scheduled rental payments and showing resilience during times of economic downturn. As of June 30, 2021, our portfolio had a weighted average lease term of 3.4 years.
Upon completion of the Separation, we expect to receive from Realty Income its equity interests in the Arch Street Joint Venture, which, as of June 30, 2021 owned a portfolio consisting of 5 office properties totaling approximately 0.8 million total leasable square feet located within 5 states. Our unconsolidated joint venture’s portfolio was 100% occupied as of June 30, 2021, and generated ABR as of June 30, 2021 of $16.4 million, approximately 34% of which was derived from investment grade credit rated clients. As of
 
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June 30, 2021, Arch Street Joint Venture’s portfolio had a weighted average lease term of 8.2 years. The Arch Street Joint Venture is reflected as an unconsolidated joint venture within the combined and consolidated financial statements of VEREIT Office Assets for the historical periods subsequent to its formation in 2020, which are presented in this information statement. As the Arch Street Joint Venture is expected to remain an unconsolidated joint venture for us following the Separation, our financial results generated by the Arch Street Joint Venture will be reported by us in accordance with the applicable equity accounting rules.
In connection with Arch Street Capital Partner’s consent to the transfer of the equity interests in the Arch Street Joint Venture to us in the Separation, we expect, prior to the Distribution, to enter into an agreement with the Arch Street Joint Venture, whereby we will agree to not acquire any real property within certain investing parameters without first offering the property for purchase to the Arch Street Joint Venture (“ROFO Agreement”), which shall expire upon the earlier of (1) the third anniversary of the execution of the ROFO Agreement, (2) the date on which the Arch Street Joint Venture is terminated or (3) the date on which the Arch Street Joint Venture's gross book value of assets is below $50.0 million. If the Arch Street Joint Venture decides not to acquire any such property, we may seek to acquire the property independently. For more information, see “Risk Factors.”
Prior to the Distribution, we also anticipate granting a warrant to purchase up to 1,120,000 shares of our common stock (which is expected to represent approximately 2% of the outstanding shares of our common stock at the time of the Distribution) to an affiliate of Arch Street Capital Partners (the “Arch Street Warrant”). The Arch Street Warrant will entitle the holder to purchase shares of our common stock at a price per share equal to (1) the 30-day volume weighted average per share price of common stock for the first 30 trading days following the Distribution, multiplied by (2) 1.15 (as may be adjusted for any stock splits, dividends, combinations or similar transactions), at any time commencing 30 trading days after the completion of the Distribution. The Arch Street Warrant may be exercised, in whole or in part, through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Arch Street Warrant. The Arch Street Warrant is anticipated to expire the earlier of (a) ten years after issuance and (b) if the Arch Street Joint Venture is terminated, the later of (i) seven years after issuance or (ii) the termination of the Arch Street Joint Venture. In connection with issuance of the Arch Street Warrant, we expect to grant the holder certain limited registration rights. For more information, see “Description of Capital Stock — Arch Street Warrant.”
We plan to maintain a balance sheet positioned to support a growth-oriented business plan. That growth is expected to initially come from two primary sources: (i) our existing joint venture with Arch Street, which is expected to focus primarily on investment grade credit tenants with long lease terms greater than 13 years, and (ii) acquisitions we will make independent of the Arch Street Joint Venture that that align with our strategy and associated investment criteria including lease duration, tenant type, or other factors. We believe our conservative leverage and strong liquidity will enable us to opportunistically take advantage of high-quality acquisition opportunities. We will seek to generate returns for our shareholders by augmenting earnings growth with a sustainable dividend. We expect our initial dividend to be sized to permit meaningful free cash flow for reinvestment into our current portfolio and accretive investments, and to comply with the requirements to maintain our REIT status.
We are committed to environmental, social, and governance (“ESG”) initiatives and being a responsible corporate citizen is integral to our strategy. Our approach has a particular emphasis on environmental stewardship, social responsibility, and corporate governance and compliance. We believe that our ESG initiatives are critical to our success, and we are focused on actions in coordination with our clients that are designed to have a long-term, positive impact for all stakeholders.
We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our initial taxable year ending December 31, 2021. For more information, see “Business and Properties — Our Company.”
Competitive Strengths
Unique Focus on Single-tenant Suburban Office.   We will be one of the few publicly traded REITs, and the only REIT in the net lease sector, with a dedicated single-tenant suburban office strategy. Our expertise, scale and focus will competitively position us to capitalize on the strong growth potential embedded in
 
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suburban markets relative to urban office and other asset classes. We believe that suburban office markets will outperform traditional urban office markets in the future given the ongoing migration trends from urban areas to the suburbs that were accelerated due to the COVID-19 pandemic. Institutional investors’ reduced focus on the single-tenant suburban office asset class has led to pricing dislocation, presenting a potentially attractive entry point for a consolidator in the sector.
Primarily Mission-critical Regional and Corporate Headquarters Locations.   Our corporate clients depend on regional and corporate headquarters locations to house key management personnel, critical IT infrastructure and essential support functions such as accounting, financial reporting, and human resources. In addition, these locations are important incubators of corporate culture, centers for employee development and education, and foster the idea generation resulting from in-person interaction that drives innovation.
High-quality, Diversified Portfolio with Favorable Exposure to Investment Grade Credit.   Our portfolio consists of 92 properties diversified by client and geography, including clients operating across a wide range of industries, including financial services, health care, government services, telecommunications and others, located across 29 states and Puerto Rico. None of our clients represents more than 10.1% of our portfolio by ABR as of June 30, 2021. We believe the diversity of our portfolio and the high credit quality nature of our tenancy will provide us with a strong, stable source of recurring cash flow from which to grow our business. Approximately 72% of our ABR is from investment grade credit rated clients, which historically have exhibited a strong track record of making scheduled rental payments, showing resilience during times of economic downturn.
Resilient Portfolio Performance through Economic Cycles.   Our portfolio has averaged approximately 99% rent collections on a monthly basis from April 30, 2020 through June 30, 2021. We believe that our portfolio’s rent collection rate in the pandemic era is demonstrative of the creditworthiness of our client base and their ability and desire to continue to occupy these key office locations.
Acquisition Strategy Focused on Suburban Office Assets and Primarily Net Leases, with the Ability to Opportunistically Acquire Multi-tenant Office Properties.   Our external growth strategy will focus primarily on acquiring net lease office assets with long term leases of approximately 10 years on average. This long-term, net lease structure will allow us to minimize our exposure to the ongoing expenditures required to operate and maintain our properties as well as help us to avoid the costly downtime and leasing costs associated with shorter lease term assets that face more frequent lease rollover. We believe this will result in a portfolio that produces more stable and predictable cash flows and that delivers superior risk-adjusted returns. Additionally, we may seek to utilize our management team’s expertise and demonstrated background of success in opportunistically acquiring multi-tenant suburban office properties that can serve to complement our core single-tenant suburban office strategy, allowing us to further diversify cash flows and enhance scale in our core suburban markets.
Proven Ability to Efficiently Deploy Capital Utilizing Proprietary Sourcing Channels to Enhance Scale.   Our ability to efficiently deploy capital is a direct result of our management team’s wide-ranging network of industry relationships, which we will utilize to source a robust pipeline of attractive marketed, off-market, sale-lease back and build-to-suit investment opportunities through which we have deployed capital. We believe our relationship-based sourcing strategy will continue to generate a sustainable pipeline of opportunities to drive growth and enhance scale.
Balance Sheet Positioned to Support a Growth-oriented Business Plan.   We will be capitalized to enable access to multiple forms of capital. As of June 30, 2021, the portfolio had approximately $180.7 million of total combined debt outstanding, consisting of secured mortgage debt, all of which is expected to be repaid by Realty Income in full prior to the Distribution. To provide additional liquidity and facilitate growth, and in connection with the Separation, Orion LP expects to enter into a $175.0 million term loan facility (the “Orion Term Loan”) and a $350.0 million revolving credit facility (the “Orion Revolving Credit Facility”), $86.1 million of which is expected to be initially outstanding. In addition, Orion LP expects to enter into a $355.0 million commercial mortgage backed security bridge loan (“CMBS Bridge Loan”), which Orion LP expects to refinance with commercial mortgage-backed security financing prior to the maturity of the CMBS Bridge Loan. Of the proceeds under the Orion Revolving Credit Facility, the Orion Term Loan and the CMBS Bridge Loan, $595.8 million will be distributed to the partners of Orion LP and, in turn, be contributed to Realty Income in accordance with the Separation and Distribution Agreement. The remainder
 
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of the proceeds are anticipated to be used to pay fees and expenses related to the origination of the Orion Credit Facilities and the CMBS Bridge Loan and to finance working capital needs. As a result of these transactions, following the completion of the separation, we expect to have approximately $616.1 million in consolidated outstanding indebtedness, $10.0 million in cash, and $263.9 million of availability under our revolving credit facility. We believe our conservative leverage and strong liquidity will enable us to opportunistically take advantage of high-quality acquisition opportunities.
Active Asset Management Led by Well-regarded, Dedicated Management Team with Significant Experience in Suburban Office and Deep Knowledge of the Portfolio.   Our management team has a demonstrated background in the single-tenant suburban office real estate sector, including in the operation, leasing, acquisition, development and disposition of assets through all stages of the real estate cycle, and has a proven track record of execution. We believe that our senior management team’s know-how, as well as deep and long-standing relationships within the single-tenant suburban office sector, will competitively position us, provide us with unique market insights, allow us to discern market trends, help us to access off-market acquisition opportunities and facilitate our ability to execute our growth plan.
Vertically Integrated, Scalable Platform.   Our platform is vertically integrated across functions, including investment, finance, property management and leasing. Our integrated structure enables us to identify value creation opportunities and realize significant operating efficiencies. Our organization is comprised of approximately 24 employees, including property managers and leasing professionals who maintain direct relationships and dialogue with our clients and broker communities. We believe proactive, in-house property management and leasing allows us to exercise greater control of operating and capital expenditures while improving propensity to renew and maximizing re-leasing spreads.
Experienced Management Team with Proven Track Record.   Our management team has extensive experience in the single-tenant suburban office real estate sector, including in the operation, leasing, acquisition, development and disposition of assets through all stages of the real estate cycle, and has a proven track record of execution.
For more information, see “Business and Properties — Competitive Strengths.”
Our Portfolio
Initially our portfolio will consist of 92 properties, including 86 single-tenant office properties and 6 multi-tenant office properties aggregating 10.5 million total leasable square feet.
Region
Total Square Feet (000s)
% of June 30, 2021 ABR
Northeast
2,487 29.1%
Midwest
3,698 28.7%
Southwest
2,760 24.7%
Southeast
647 6.9%
Mid-Atlantic
510 5.9%
West
274 2.9%
Other
56 1.2%
Northwest
74 0.6%
Totals 10,507 100.0%
 
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[MISSING IMAGE: tm2122336d3-map_ourport4clr.jpg]
The following table sets forth our occupancy rate and average annual base rent per square foot for our office properties as of June 30, 2021.
As of
Square Feet
Owned (000s)
Occupancy Rate
Average Annual Base
Rent per Square Foot
June 30, 2021
10,507 94.4% $ 16.70
Additional information on our portfolio of properties as of June 30, 2021, is provided in the tables below:
Property
IG
Annualized
Annualized
#
Client Industry
City
State
Square
Feet (000s)
Rated(1)
Base Rent
(000s)(2)
Base Rent
per SF
1
Financial Services
Hopewell
NJ 482
$ 11,564 $ 24.00
2
Insurance
Buffalo
NY 430 $ 8,090 $ 18.79
3
Telecommunications
Bedford
MA 328 $ 7,221 $ 22.00
4
Government Services
Covington
KY 438
$ 6,227 $ 14.21
5
Energy
Tulsa
OK 329
$ 5,578 $ 16.98
6
Health Care
Malvern
PA 188 $ 5,254 $ 28.00
7
Health Care
Parsippany
NJ 176
$ 4,995 $ 28.37
8
Insurance
Plano
TX 209
$ 4,188 $ 20.07
9
Home Improvement
Denver
CO 262
$ 4,132 $ 15.75
10
Drug Stores
Northbrook
IL 195
$ 3,722 $ 19.08
11
Health Care
Berkeley
MO 227
$ 3,498 $ 15.38
12
Health Care
Irving
TX 172 $ 3,413 $ 19.81
13
Insurance
Urbana
MD 116
$ 3,325 $ 28.72
14
Health Care
Bedford
TX 75 $ 3,303 $ 44.04
15
Aerospace
Sterling
VA 207
$ 3,232 $ 15.60
16
Business Services
Schaumburg
IL 178
$ 2,844 $ 15.99
17
Insurance
Oklahoma City
OK 147 $ 2,791 $ 18.97
18
Manufacturing
Glen Burnie
MD 120 $ 2,728 $ 22.73
19
Transportation Services
Uniontown
OH 267
$ 2,726 $ 10.23
20
Telecommunications
Richardson
TX 203
$ 2,642 $ 13.00
21
Software
The Woodlands
TX 154 $ 2,433 $ 15.82
22
Health Care
St. Louis
MO 181
$ 2,403 $ 13.27
23
Chemicals
The Woodlands
TX 175
$ 2,346 $ 13.40
 
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Property
IG
Annualized
Annualized
#
Client Industry
City
State
Square
Feet (000s)
Rated(1)
Base Rent
(000s)(2)
Base Rent
per SF
24
General Merchandise
Providence
RI 136
$ 2,242 $ 16.50
25
Telecommunications
Lincoln
NE 150 $ 2,237 $ 14.91
26
Telecommunications
Amherst
NY 200 $ 2,197 $ 10.98
27
Telecommunications
Milwaukee
WI 155
$ 2,188 $ 14.13
28
Financial Services
Mount Pleasant
SC 68
$ 2,186 $ 32.14
29
Insurance
Fresno
CA 127
$ 2,130 $ 16.77
30
Insurance
Phoenix
AZ 90
$ 2,089 $ 23.11
31
Government Services
Ponce
PR 57
$ 2,023 $ 35.81
32
Food Processing
St. Charles
MO 96
$ 2,022 $ 21.02
33
Aerospace
Columbus
OH 147
$ 1,941 $ 13.24
34
Financial Services
Englewood
CO 95
$ 1,858 $ 19.50
35
Financial Services
Dublin
OH 150
$ 1,800 $ 12.00
36
Home Improvement
Santee
CA 73
$ 1,797 $ 24.66
37
Health Care
San Antonio
TX 96
$ 1,779 $ 18.56
38
Manufacturing
East Windsor
NJ 66 $ 1,754 $ 26.62
39
Transportation Services
Memphis
TN 90
$ 1,744 $ 19.28
40
Diversified Industrial
Annandale
NJ 105 $ 1,707 $ 16.25
41
Telecommunications
Augusta
GA 79
$ 1,645 $ 20.83
42
Diversified Industrial
Buffalo Grove
IL 105
$ 1,629 $ 15.50
43
Health Care
Waukegan
IL 131
$ 1,576 $ 12.00
44
Telecommunications
Brownsville
TX 78
$ 1,570 $ 20.12
45
Diversified Industrial
Longmont
CO 152
$ 1,568 $ 10.30
46
Equipment Services
Duluth
GA 126
$ 1,461 $ 11.61
47
Telecommunications
East Syracuse
NY 109
$ 1,446 $ 13.32
48
Telecommunications
Schaumburg
IL 106
$ 1,383 $ 13.00
49
Diversified Industrial
Cedar Rapids
IA 78
$ 1,375 $ 17.64
50
Government Services
Redding
CA 56
$ 1,233 $ 22.18
51
Manufacturing
Malvern
PA 45 $ 1,231 $ 27.10
52
Home Improvement
Kennesaw
GA 80
$ 1,209 $ 15.11
53
Financial Services
Harleysville
PA 80
$ 1,197 $ 14.91
54
Drug Stores
Deerfield
IL 110
$ 1,165 $ 10.61
55
Telecommunications
Salem
OR 74
$ 1,120 $ 15.17
56
Drug Stores
Deerfield
IL 105
$ 1,119 $ 10.61
57
Drug Stores
Deerfield
IL 105
$ 1,118 $ 10.61
58
Drug Stores
Deerfield
IL 105
$ 1,116 $ 10.61
59
Government Services
Parkersburg
WV 67
$ 1,071 $ 15.94
60
Insurance
Dublin
OH 69 $ 1,044 $ 15.19
61
Government Contractor
Lawrence
KS 106 $ 1,035 $ 9.80
62
Telecommunications
Nashville
TN 69
$ 1,032 $ 14.90
63
Government Services
Malone
NY 31
$ 999 $ 32.47
64
Health Care
Nashville
TN 55 $ 969 $ 17.77
65
Engineering
Tulsa
OK 108 $ 966 $ 8.98
66
Government Contractor
Lawrence
KS 90 $ 887 $ 9.91
67
Drug Stores
Deerfield
IL 82
$ 870 $ 10.61
68
Government Services
New Port Richey
FL 49
$ 866 $ 17.76
69
Government Services
Knoxville
TN 25
$ 821 $ 32.31
 
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Property
IG
Annualized
Annualized
#
Client Industry
City
State
Square
Feet (000s)
Rated(1)
Base Rent
(000s)(2)
Base Rent
per SF
70
Government Services
Dallas
TX 18
$ 763 $ 43.27
71
Financial Services
Warwick
RI 70
$ 762 $ 10.93
72
Insurance
Cedar Falls
IA 45
$ 753 $ 16.56
73
Government Services
Grangeville
ID 35
$ 742 $ 21.00
74
Drug Stores
Deerfield
IL 67
$ 707 $ 10.61
75
Health Care
Indianapolis
IN 83 $ 538 $ 6.50
76
Government Services
Minneapolis
MN 39
$ 493 $ 12.55
77
Food Processing
Blair
NE 30
$ 493 $ 16.43
78
Government Services
Sioux City
IA 11
$ 485 $ 43.35
79
Government Services
Eagle Pass
TX 22
$ 454 $ 20.72
80
Government Services
Fort Worth
TX 16
$ 427 $ 26.97
81
Government Services
Paris
TX 11
$ 425 $ 39.35
82
Government Services
Plattsburgh
NY 19
$ 338 $ 18.16
83
Government Services
Brownsville
TX 11
$ 323 $ 30.68
84
Government Services
Caldwell
ID 11
$ 277 $ 25.72
85
Government Services
Eagle Pass
TX 12
$ 203 $ 17.42
86
Government Services
Cocoa
FL 6
$ 176 $ 28.84
87
Vacant
Englewood
CO 61 $ 0 $ 0.00
88
Vacant
Ridley Park
PA 23 $ 0 $ 0.00
89
Vacant
Richardson
TX 116 $ 0 $ 0.00
90
Vacant
El Centro
CA 18 $ 0 $ 0.00
91
Vacant
Sierra Vista
AZ 24 $ 0 $ 0.00
92
Vacant
Tucson
AZ 125 $ 0 $ 0.00
Total 10,507 $ 175,431 $ 16.70
(1)
Indicates whether the tenant has a credit rating, or is a subsidiary or affiliate of a company that has a credit rating, of Baa3/BBB- or higher from one of the three major rating agencies (Moody’s / S&P / Fitch).
(2)
Contractual base rent for the month ending June 30, 2021 annualized.
Debt Information (As of June 30 ,2021)
Interest Rate
(as of June 30, 2021)
Fixed or Floating
Interest Rate
Contractual
or Anticipated
Maturity Date
Mortgage Balance
($000s, as of June 30, 2021)
L+325 bps
Floating
8/19/2021
$ 14,884
6.05%
Fixed
5/6/2022
$ 2,600
4.73%
Fixed
6/1/2022
$ 41,000
4.88%
Fixed
6/1/2022
$ 9,625
4.60%
Fixed
6/6/2022
$ 17,270
4.23%
Fixed
3/1/2023
$ 74,250
3.95%
Fixed
4/1/2023
$ 8,558
5.63%
Fixed
6/1/2032
$ 12,572
Totals
4.47%
$ 180,759
Top Clients
As of June 30, 2021, our top ten clients measured by Annualized Contractual Base Rent (for the month ending June 30, 2021) are as follows:
 
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Client
Square Feet
Leased (000s)
Annualized Base Rent for
the month ending
June 30, 2021
($000s)
Percentage of
June 30, 2021
ABR
Government Services Administration
868 $ 17,739 10.1%
Merrill Lynch
482 $ 11,564 6.6%
Healthnow Systems
430 $ 8,090 4.6%
RSA Security
328 $ 7,221 4.1%
Cigna
299 $ 6,276 3.6%
Walgreens
575 $ 6,094 3.5%
Express Scripts
409 $ 5,901 3.4%
Cimarex Energy
309 $ 5,554 3.2%
T-Mobile
300 $ 5,367 3.1%
Teva Pharmaceuticals
188 $ 5,254 3.0%
Top Ten Client Industries
As of June 30, 2021, our top ten client industries measured by Annualized Contractual Base Rent (for the month ending June 30, 2021) are as follows:
Industry
Square Feet
Leased (000s)
Annualized Base Rent for
the month ending
June 30, 2021
($000s)
Percentage of
June 30, 2021
ABR
Health Care
1,395 $ 28,000 16.0%
Telecommunications
1,551 $ 24,682 14.1%
Insurance
1,237 $ 24,475 14.0%
Financial Services
948 $ 19,419 11.1%
Government Services
907 $ 18,232 10.4%
Drug Stores
770 $ 9,817 5.6%
Home Improvement
301 $ 7,210 4.1%
Diversified Industrial
440 $ 6,279 3.6%
Energy
342 $ 6,202 3.5%
Manufacturing
231 $ 5,712 3.3%
Lease Expirations
The table below sets forth lease expirations for all of our properties as of June 30, 2021 assuming none of the clients exercise renewal options:
Year
Square Feet
of Expiring
Leases (000s)
Percentage of
Property Square Feet
Annualized Base Rent for
the month ending
June 30, 2021
($000s)
Percentage of
June 30, 2021
ABR
2021
941 9.5% $ 17,792 10.1%
2022
1,522 15.3% $ 26,301 15.0%
2023
1,652 16.7% $ 25,084 14.3%
2024
2,525 25.5% $ 47,348 27.0%
2025
935 9.4% $ 16,099 9.2%
2026
642 6.5% $ 13,207 7.3%
2027
645 6.5% $ 10,156 5.8%
2028
453 4.6% $ 7,486 4.3%
2029
211 2.1% $ 3,256 1.9%
 
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Year
Square Feet
of Expiring
Leases (000s)
Percentage of
Property Square Feet
Annualized Base Rent for
the month ending
June 30, 2021
($000s)
Percentage of
June 30, 2021
ABR
2030
75 0.8% $ 3,303 1.9%
Thereafter
319 3.2% $ 5,827 3.3%
For more information, see “Business and Properties — Our Portfolio.”
Market Opportunity
We believe that the combination of market dynamics in each of the suburban office and net lease sectors presents an attractive investment opportunity unique in the public REIT market.
We believe that a suburban office strategy deployed in scale across high quality suburban markets with strong fundamentals is positioned to capture the demographic trends that have been accelerated in the post-COVID environment, including the de-urbanization of millennials.
We also believe that a primarily single-tenant net lease strategy featuring long term leases will benefit from durable, predictable cash flows often supported by investment grade credit tenancy with inflation protection through contractual rent growth.
Suburban Office Market Opportunity
We believe there are a number of macroeconomic and demographic trends that are positive for the outlook of our single-tenant suburban office strategy including:
Substantial Total Addressable Market for Suburban Office Investment.
We believe there is substantial investment opportunity in the suburban office real estate market. According to data from JLL and management’s estimates, the suburban office sector comprises an estimated $1.0 trillion to $1.5 trillion of commercial properties across the single tenant and multi-tenant suburban office markets in the U.S.
Shifting Lifestyle Preferences of the Millennial Cohort.
We believe that certain suburban markets are attractive migration targets for millennials leaving the urban core as they age and start families. Millennials are the largest, most diverse, and most educated generation in the U.S., according to Brookings. As they leave the urban core, we believe that they are likely to amplify the “clustering” trend whereby Americans are increasingly sorting by education level and that suburban markets with a high concentration of college-educated workers, a critical mass of innovative industries, direct access to public transportation, community centers, quality education systems, and adequate supply of affordable housing are likely to experience robust growth. With approximately 68 million individuals between the ages of 25 and 39 as of July 1, 2020 according to U.S. Census Bureau projections, the millennials generation is the largest generation in the U.S. and is therefore expected to be the predominant group in the workforce for the foreseeable future. As the majority of millennials mature into their thirties, we believe many have entered or are entering into a stage of life where the confluence of starting a family, continuing to pursue a career and purchasing a home become priorities and, as a result, issues such as employment opportunities, cost of living, quality of life, proximity to work and access to well-regarded schools are becoming increasingly important. We believe these preferences, combined with diminishing single-family home affordability in the major markets, will cause many millennials to pursue opportunities to live and work within suburban markets that can address their evolving career and personal goals.
De-urbanization: Population Shift from Urban to Non-urban Communities.
The net population flow out of U.S. urban neighborhoods and into non-urban neighborhoods doubled in the period between March and September 2020 as compared to the average for the same months in 2017 through 2019, according to the Federal Reserve Bank of Cleveland. We believe our suburban focus positions us well to capture additional growth from these trends.
 
16

 
We believe that the suburbs present meaningful benefits to employers as office space in suburban locations typically costs less than equivalent space in central business districts and many suburban locations offer lower taxes than central business districts. Suburban offices offer compelling benefits to employees as well, including shorter commute time and ample/free parking. In addition to the benefit of close proximity to where a majority of the workforce lives, employers also are attracted to suburban markets due to lower occupancy costs relative to central business district costs. Because millennial talent in recent years had been generally clustered in central cities, employers had been willing to bear the burden of higher central business district rents in order to attract that talent. However, as previously discussed, current demographic trends are now pointing towards a migration to the suburbs. Post-pandemic office space utilization trends suggest a reversal of the previous decade’s prevailing trend of densification of employees, with continually decreasing office square footage per employee. New social distancing protocols and the desire for more collaborative space may serve as a catalyst for increasing office square footage per employee — space that is more affordably obtained in a suburban office rather than the urban core.
Additionally, given potential inflationary pressures in the current economic environment, prospects for wage inflation may increase pressure on corporate margins, making the cost advantage of suburban office space all the more attractive.
Corporate Relocation Trends.
Large corporations continue to announce relocations and/or new corporate campuses away from major coastal urban “gateway” ​(“Gateway” or “GW”) hubs and toward inland suburban and “secondary” markets.
We believe that suburban markets that have been targets of high-profile corporate relocation processes are likely to enjoy a meaningful “halo effect” in the eyes of the millennial workforce and employers alike. We believe that similar suburban secondary markets will continue to be considered for other corporate relocations, and we further believe that announcements by Amazon, Microsoft, Google and others will serve to further raise the profiles of suburban markets among a broader group of employers. Additionally, we believe these announcements will act as a catalyst for public infrastructure projects located in and around denser suburban submarkets, creating additional attractive options for similar corporate relocations.
Office workers in the coastal Gateway cities are increasingly relocating to non-gateway (“Non-Gateway” or “NGW”) markets that provide more space, lower cost of living, more advantageous state income tax constructs and warmer weather. As a result, companies continue to follow the migration of talent, either by moving their headquarters or by expanding to cities outside their main Gateway city location(s).
Favorable tax and regulatory environments in Non-Gateway cities with more fiscally stable local governments are enticing companies with lower commercial property taxes, quality public services and infrastructure. Fiscal health is an important factor in the assessment of long-term outlooks across markets.
Taxpayer Burden or Taxpayer Surplus. According to research from the think tank Truth in Accounting in the chart that follows, a Taxpayer Burden is the amount of money each taxpayer would have to contribute if the city were to pay all of its debt accumulated to date. Conversely, a Taxpayer Surplus is the amount of money left over after all of a city’s bills are paid, divided by the estimated number of taxpayers in the city. We believe that markets with better fiscal health relative to competing markets are best positioned to continue to benefit from corporate relocation trends.
 
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Fiscal Health of Top 75 U.S. Cities
[MISSING IMAGE: tm2122336d1-bc_fiscal4clr.jpg]
Source: Financial State of the Cities 2020, TIA.org
The following are examples of recent corporate relocation announcements:

In May 2021, Credit Karma announced plans to expand in Charlotte with its new East Coast headquarters, adding 600 jobs over the next five years.

In April 2021, Apple Inc. announced plans to invest $1 billion over 10 years in Raleigh’s Research Triangle. The investment will create at least 3,000 new jobs in machine learning, artificial intelligence, software engineering, and other cutting-edge fields.

In February 2021, Microsoft Corporation announced plans for a new datacenter region with a presence in Douglas and Fulton counties (Atlanta metro). These investments put Atlanta on the path toward becoming one of Microsoft’s largest hubs in the U.S.

In February 2021, Amazon.com, Inc. unveiled the next phase of its $2.5 billion HQ2 in Northern Virginia. The new headquarters will include three towers with 2.8 million square feet of office space.

In January 2021, Digital Realty Trust Inc., a data center owner/operator used by major technology companies, relocated its global headquarters to Austin from San Francisco.

In December 2020, Oracle Corporation announced that it is moving its corporate headquarters from Silicon Valley to Austin.

In December 2020, Hewlett Packard Enterprise announced it will move its headquarters to Houston after nearly a century in Palo Alto.

In December 2020, Schwab Corporation and TD Ameritrade announced on the heels of their $26 billion merger that the combined company’s headquarters would relocate from San Francisco to North Texas.
 
18

 

In December 2020, Peloton Interactive, Inc. quadrupled its office usage in Plano, allowing the company to hire up to 1,600 employees, making the office the company’s largest location.

In October 2020, CBRE Group, the country’s largest commercial real estate services company with over 100,000 employees globally, announced that it is moving its headquarters from Los Angeles to Dallas.

In December 2018, Indigo Ag, Inc. announced it will establish its headquarters for North American commercial operations in downtown Memphis, where it will create 700 new jobs.

In September 2018, Chipotle Mexican Grill, Inc. announced it would consolidate offices from New York and Colorado to Columbus.

In May 2018, AllianceBernstein L.P., a global investment-management and research firm, announced it would be relocating its corporate headquarters to Nashville from New York City.
Increase in Work From Home (“WFH”) Initiatives.
We believe the increase in WFH initiatives across the U.S. will increase the attractiveness of the suburbs and lower-cost markets as employment centers. We believe employees have greater flexibility as to where they do their work, and that as employees migrate from urban centers, employers will follow. Given the continued importance of the office as a hub for training and development of corporate culture, employers and employees alike may come to prefer a hybrid work model with some level of flexibility between WFH and office work. When working in the office, employees may prefer an arrangement that is most conducive to their lifestyle (minimal commutes, access to parking, etc.) and as such, employers will continue to react to the decentralization of their employees by locating office facilities in the suburbs. We also believe that changing office space utilization patterns in a post-COVID office environment will serve to reverse the longstanding trend of increased densification of employees that has persisted for much of the past decade in urban offices. As employers react to social distancing protocols and recognize the need for more collaborative group working space, there is likely to be an increase in office square footage per employee, which should serve as a positive tailwind for demand.
Sun Belt States, Home to Many Thriving Suburban Markets, are Increasingly Attractive.
The Sun Belt region has experienced significant growth in population. Between 2000 and 2020, Sun Belt states increased their collective population by 28 million people, which represented 56% of all U.S. population growth, according to the U.S. Census Bureau. Sun Belt states represent 40% of the U.S. population as of 2020, an increase from 37% in 2000. Approximately 25% of our portfolio ABR is located in Sun Belt states. We believe these markets benefit from increased demand resulting from the Sun Belt’s increased percentage of the total population.
Office-using jobs continue a recovery to pre-COVID levels. Sun Belt markets are mostly back to pre-COVID office-using employment levels with the exception of oil or tourism-dependent markets (e.g., Orlando, Houston). A loosening of COVID-era restrictions and stronger macroeconomic growth point to a continued recovery.
[MISSING IMAGE: tm2122336d1-lc_roll4clr.jpg]
 
19

 
Source: Green Street Advisors. REIT Office Sector Update May 24, 2021. Based on data from 2010–2020.
Non-Gateway suburban markets benefit from improving prospects and converging fundamentals relative to Gateway urban markets. Demand for office properties has shifted over time, with positive momentum in suburban real estate continuing into 2021 as dense urban markets have experienced higher levels of COVID-related disruption.
Suburban vs Urban Office Total Returns
[MISSING IMAGE: tm2122336d1-bc_returns4clr.jpg]
Source: Newmark
Suburban office markets continue to outperform by 282 basis points on average, in part due to prevalence of single-tenant buildings with longer term leases which offer an alternative risk profile compared with multi-tenant urban properties.
Suburban vs Urban Office Total Returns by Market
1Q2020 – 1Q2021 (National Council of Real Estate Investment Fiduciaries)
[MISSING IMAGE: tm2122336d1-bc_market4clr.jpg]
Source: Newmark
Rent Growth Forecast: Non-Gateway market supply growth as a percent of existing stock was considerably higher than Gateway’s over the 25+ years ending 2020, helping explain the superior rent growth that the Gateway markets delivered over that time period. However, in the past few years, the delta in supply
 
20

 
growth converged, though it will be slightly wider than historical averages over the next five years. As a result, net effective rent growth expectations have also diverged through 2025.
Office Annualized Rent Growth
[MISSING IMAGE: tm2122336d1-bc_office4clr.jpg]
Source: Green Street Advisors. 2021 U.S. Office Outlook Jan 20, 2021.
Leasing Costs: Gateway markets historically held an advantage over Non-Gateway with regard to leasing costs, which meant that Gateway landlords kept comparatively more net cash flow in their earnings than Non-Gateway landlords. That advantage has compressed in the last decade as landlord pricing power became comparably reduced in Gateway markets and larger tenant improvement packages became the norm. Comparable capital expenditure requirements across markets suggest similar long-term net operating income (“NOI”) growth across markets. We expect that when we invest capital to fund leasing costs, it will be done upon determination that the investment is expected to produce an acceptable risk-adjusted return on capital.
Tenant Improvements & Leasing Commissions as Percent of NOI
[MISSING IMAGE: tm2122336d1-lc_rolling4clr.jpg]
Source: Green Street Advisors. 2021 U.S. Office Outlook Jan 20, 2021. Based on data from 2004 – 2019.
Net Lease Market Opportunity
Net Lease Investment Market.
Net lease properties have historically generated consistent and stable rent growth across economic cycles relative to other property types. The long term nature of net leases and their pass-through rent structure can mitigate some risks associated with economic downturns and the effects of inflation on operating expenses.
 
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The net lease real estate market is highly fragmented and undercapitalized, creating significant opportunities for well-capitalized investors with market knowledge, sector expertise and deal-sourcing capabilities. The lack of competition from publicly traded institutional capital and the fragmented nature of the sector provide opportunities for well-capitalized and experienced investors to gain scale, act as consolidators and continue to institutionalize the sector.
While competition for individual assets remains driven mostly by non-institutional buyers, there is growing institutional investor acceptance of the net lease sector as an important piece of the broader real estate investment universe. Over the past decade, the net lease sector public market cap has become a meaningful component of the MSCI REIT index, currently comprising about 12%, up from 4% in 2012, and current total equity capitalization in excess of $160 billion, up from $40 billion in 2012. This translates to greater visibility for the asset class and greater investor demand for exposure.
The strong investment interest in net lease real estate in recent years drove cap rates for single client properties to historic lows. While the single-tenant office property cap rate remained low, the spread to corporate bond yields remained relatively wide. Through March 2020, the single-tenant office cap rate to Baa corporate bond yield spread increased to 271 basis points, compared with the long-term average since 2001 of 172 basis points. In late 2020, with corporate bond yields falling, the spread widened to 306 basis points; however, recent increases in corporate bond yields reduced the spread to 271 basis points in June 2021, yet the spread remained greater than the long-term average. As net lease real estate can offer stable income streams with characteristics similar to those of income yielding bonds, the wide spread between corporate bond yields and the stable cap rate highlights the potential opportunity for attractive risk-adjusted returns relative to corporate bonds.
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Characteristics of Net Lease Properties.
Relative to other commercial property types, net lease properties generally feature stable rents with minimal property management responsibilities or operating expenses and inflation mitigation measures embedded in many net lease contracts. Net leases typically have longer lease terms than gross leases. The initial term of a net lease is often more than 10 years. With its predictable cash flows paid at regular intervals, the net lease structure exhibits similar characteristics to interest-bearing corporate bonds.
Importance of Client Credit Underwriting and Real Estate Use.
As net leases generally have longer terms than gross leases, including extension options, many net leases can span multiple economic cycles, reducing re-tenanting risk. If a net lease client vacates, the property reverts to the landlord and should hold residual value depending upon the location, quality and other characteristics of the property. Net lease properties are often key sites that are mission-critical to a client’s core business. The mission-critical nature of these sites may also contribute to clients prioritizing the payment of rent during the economic slowdowns or shutdowns. The importance of each building often means that clients are committed for the longer term, improving the likelihood of renewal and helping to minimize some of the vacancy risk associated with commercial real estate.
The financial strength of a client, as well as the long-term outlook for the client’s industry, can potentially reduce risks from economic or real estate downturns. Clients with stronger corporate balance sheets may be less likely to default on rent payments or ask for rent relief and rent concessions, helping to minimize vacancy risk or the risk of not collecting rent. Corporate credit ratings for clients can be instrumental in helping owners of net lease properties underwrite the risk of a client, similar to how they help corporate bond investors assess the risk or creditworthiness of an issuer.
 
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ESG Opportunity
Our leadership team is committed to collaborating with our clients to implement ESG initiatives across our portfolio and management will be held accountable for producing results. We intend to utilize a performance framework to track progress on key performance indicators against a measurable baseline and the leadership team’s compensation will be tied to progress against benchmarks set by the Nominating and Governance Committee in collaboration with the Compensation Committee of the board of directors. We are committed to making ESG an integral component of our long term strategy for success for our company, our communities and our clients that we serve.
Environmental Stewardship.   We are committed to enacting environmentally-friendly policies with regard to energy and water efficiency, alternative power sources, waste management, and other initiatives that will help us and our clients preserve and protect the environment.
Social Responsibility.   Our culture will be driven by our team’s connection to each other and the communities in which we live and work. Community partnerships give our team opportunities to effect positive change within our company, our industry, and our communities.
Corporate Governance & Compliance.   We will have a commitment to conducting business with integrity. This core value is embedded in our predecessors’ culture and reflected in our commitment to conducting all of our activities in accordance with the highest ethical standards and in compliance with all legal and regulatory requirements. For more information, see “Business and Properties — Market Opportunity.”
Financing
To provide additional liquidity and facilitate growth, and in connection with the Separation, Orion LP expects to enter into the $175.0 million Orion Term Loan and the $350.0 million Orion Revolving Credit Facility, $86.1 million of which is expected to be initially outstanding. In addition, Orion LP expects to enter into the $355.0 million CMBS Bridge Loan, which Orion LP expects to refinance with commercial mortgage-backed security financing prior to the maturity of the CMBS Bridge Loan. Of the proceeds under the Orion Revolving Credit Facility, the Orion Term Loan and the CMBS Bridge Loan, $595.8 million will be distributed to the partners of Orion LP and, in turn, be contributed to Realty Income in accordance with the Separation and Distribution Agreement. The remainder of the proceeds are anticipated to be used to pay fees and expenses related to the origination of the Orion Credit Facilities and the CMBS Bridge Loan and to finance working capital needs. As a result of these transactions, following the completion of the separation, we expect to have approximately $616.1 million in consolidated outstanding indebtedness, $10.0 million in cash, and $263.9 million of availability under our revolving credit facility. We believe our conservative leverage and strong liquidity will enable us to opportunistically take advantage of high-quality acquisition opportunities.
We look at several metrics to assess overall leverage levels, including net debt to total asset value and net debt to EBITDA ratios. We expect that we may, from time to time, re-evaluate our strategy with respect to leverage in light of the current economic conditions; relative costs of debt and equity capital; market values of our properties; acquisition, development, and expansion opportunities; and other factors, including meeting the distribution requirements applicable to REITs under the Internal Revenue Code of 1986, as amended (the “Code”) in the event we have taxable income without receipt of cash sufficient to enable us to meet the distribution requirements. For more information, see “Business and Properties — Financing.”
The Separation and the Distribution
On April 29, 2021, Realty Income, VEREIT, VEREIT OP, Merger Sub 1 and Merger Sub 2 entered into the Merger Agreement, pursuant to which Merger Sub 2 will merge with and into VEREIT OP, with VEREIT OP continuing as the surviving partnership. Pursuant to the Merger Agreement and immediately following the Partnership Merger, VEREIT will merge with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation and a wholly owned subsidiary of Realty Income. The Merger Agreement also identifies certain material terms of the then contemplated separation of Orion’s business from the remainder of Realty Income’s business (as combined with VEREIT as a result of the Mergers) in the Separation, which will be consummated after the Merger Effective Time, followed by the Distribution on November 12, 2021. Thereafter, our company and Realty Income will be two independent, publicly traded companies.
 
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The Merger is expected to close on November 1, 2021, upon the satisfaction or waiver of all conditions to closing set forth in the Merger Agreement. The Distribution is expected to occur on November 12, 2021, subject to the satisfaction or waiver of all conditions to the Distribution set forth in the Separation and Distribution Agreement, by way of a special dividend to Realty Income common stockholders, who will include former VEREIT common stockholders and certain former VEREIT OP common unitholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date for the Distribution. In the Distribution, each such Realty Income common stockholder will be entitled to receive one share of Orion common stock for every ten shares of Realty Income common stock held at the close of business on the record date. Realty Income stockholders and former VEREIT stockholders will not be required to make any payment to surrender or exchange their Realty Income common stock or VEREIT common stock, or to take any other action to receive their shares of Orion common stock in the Distribution. The Distribution of Orion common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions, including the Separation.
Following consummation of the Mergers, the Separation and the Distribution, holders of Realty Income common stock (including former holders of VEREIT common stock and certain former holders of VEREIT OP common units that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date for the Distribution, and including holders of Realty Income common stock immediately prior to the Mergers) who continue to hold such stock as of the close of business on the record date for the Distribution will, as applicable, hold the following:

each Realty Income common stockholder immediately prior to the Merger Effective Time will hold one share of Realty Income common stock and one share of Orion common stock for every ten shares of Realty Income common stock held immediately prior to the Merger Effective Time;

each former VEREIT common stockholder immediately prior to the Merger Effective Time will hold 0.705 shares of Realty Income common stock and thus would be entitled to one share of Orion common stock for approximately every fourteen shares of VEREIT common stock held immediately prior to the Merger Effective Time (assuming such shares are held through the record date for the Distribution);

each former VEREIT OP common unitholder (other than VEREIT OP common units held by Realty Income, VEREIT or their affiliates) immediately prior to the Merger Effective Time will hold 0.705 shares of Realty Income common stock and thus would be entitled to one share of Orion common stock for approximately every fourteen VEREIT OP common units held immediately prior to the Merger Effective Time (assuming such shares are held through the record date for the Distribution); and

former Realty Income common stockholders will own approximately 70% of the Orion common stock, and former VEREIT common stockholders and certain former VEREIT OP common unitholders will together own approximately 30% of the Orion common stock.
The foregoing assumes that the holder does not transfer any shares prior to the record date for the Distribution. For more information, see “The Separation and Distribution — Trading Before the Distribution Date.”
Structure and Formation of Orion Prior to Realty Income’s Distribution
We were formed on July 1, 2021 in Maryland as a wholly owned subsidiary of Realty Income. Following the Distribution, we will operate as a self-managed, publicly traded REIT in which our properties will be owned and operated by our subsidiary limited partnerships, limited liability companies or other legal entities. Immediately after the Merger Effective Time, Realty Income and VEREIT will complete the Separation to separate the Office Properties and certain other assets such that these businesses and assets are owned and operated by Orion LP.
The following transactions, among others, are expected to occur following the Merger Effective Time in advance of the Distribution:

Realty Income and VEREIT will complete the Separation;
 
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As a result of the Separation, we will own a portfolio of 92 office properties, subject to approximately $180.7 million of existing secured property level indebtedness, based on principal balances as of June 30, 2021, and reduced by $14.9 million in principal repayments in August and all of which is expected to be repaid by Realty Income in full prior to the Distribution;

To provide additional liquidity and facilitate growth, and in connection with the Separation, Orion LP expects to enter into the $175.0 million Orion Term Loan and the $350.0 million Orion Revolving Credit Facility, $86.1 million of which is expected to be initially outstanding. In addition, Orion LP expects to enter into the $355.0 million CMBS Bridge Loan, which Orion LP expects to refinance with commercial mortgage-backed security financing prior to the maturity of the CMBS Bridge Loan. Of the proceeds under the Orion Revolving Credit Facility, the Orion Term Loan and the CMBS Bridge Loan, $595.8 million will be distributed to the partners of Orion LP and, in turn, be contributed to Realty Income in accordance with the Separation and Distribution Agreement. The remainder of the proceeds are anticipated to be used to pay fees and expenses related to the origination of the Orion Credit Facilities and the CMBS Bridge Loan and to finance working capital needs. As a result of these transactions, following the completion of the separation, we expect to have approximately $616.1 million in consolidated outstanding indebtedness, $10.0 million in cash, and $263.9 million of availability under our revolving credit facility. We believe our conservative leverage and strong liquidity will enable us to opportunistically take advantage of high-quality acquisition opportunities;

We and Realty Income will separate our respective liabilities as set forth in the Separation and Distribution Agreement; and

In addition to the Separation and Distribution Agreement, as of or prior to the Merger Effective Time, we and Realty Income will enter into a transition services agreement (the “Transition Services Agreement”), a tax matters agreement (the “Tax Matters Agreement”) and an employee matters agreement (the “Employee Matters Agreement”).
Ownership Structure
Orion’s Post-Distribution Relationship with Realty Income
We will enter into a Separation and Distribution Agreement with Realty Income as of or prior to the Distribution. In addition, as of or prior to the Distribution, we will enter into various other agreements to effect the Separation and the Distribution, which will provide a framework for our post-Distribution relationship with Realty Income, such as the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement. For more information, see “Certain Relationships and Related Person Transactions.” These agreements will provide for the allocation between us and Realty Income of Realty Income’s assets, liabilities and obligations (including its investments, property, employee, benefits and tax-related assets and liabilities), in each case after giving effect to the Merger, attributable to periods prior to, at and after the Distribution, and will govern certain relationships between us and Realty Income after the Distribution.
In advance of the Distribution, each party to the Separation and Distribution Agreement will use commercially reasonable efforts to obtain any third-party consents required to effect the separation of liabilities contemplated by the Separation and Distribution Agreement. To the extent that a party is unable to obtain a release from a guarantee or other obligation that is contemplated to be assigned to the other party, the party benefitting from the guarantee or obligation will indemnify and hold harmless the other party from any liability arising from such guarantee or obligation, and will not renew or extend the term of, increase obligations under, or transfer, the applicable obligation or liability.
For additional information regarding the Separation and Distribution Agreement and other transaction agreements, please refer to the sections entitled “Risk Factors — Risks Related to the Separation and the Distribution,” beginning on page 53 and “Certain Relationships and Related Person Transactions.”
Reasons for the Separation and Distribution
The Realty Income board of directors believes that the Separation and the Distribution are in the best interests of Realty Income and its stockholders for a number of reasons, including the following:
 
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Allow Realty Income’s management to focus on its core portfolio and strategy, while enabling our management to focus on enhancing the value of our portfolio.   The Separation and the Distribution will allow Realty Income’s management to focus on its core portfolio and strategy. We believe that our focus on our portfolio and strategy will allow us to more effectively create value for our shareholders.

Create two separate, focused companies executing distinct business strategies.   Historically, Realty Income and VEREIT have both focused on a diversified net lease strategy. By separating the Orion Business into a stand alone REIT, investors will have the opportunity to invest into separate companies, each with dedicated management teams focusing on distinct business strategies.

Provide an opportunity for our dedicated and experienced management team to implement and execute our growth strategy.   Separating the Orion Business from the remainder of Realty Income’s business, and providing a dedicated and experienced management team and other key personnel to operate the Orion Business will allow our management team to devote their full focus and attention to our assets, which will allow these assets to realize their full potential.

Enhance investor transparency and better highlight Realty Income’s and our attributes.   The Separation and the Distribution will enable current and potential investors and the financial community to evaluate us and Realty Income separately and better assess the distinctive merits, performance and future prospects of each business. Additionally, the Separation and the Distribution will allow individual investors to better control their asset allocation decisions, providing investors the opportunity to invest in a well-capitalized REIT that is positioned to take advantage of a recovery in the office sector.
The Realty Income board of directors also considered a number of potentially negative factors in evaluating the Separation and the Distribution, and concluded that the potential benefits of the Separation and the Distribution outweighed these factors. For more information, see “The Separation and the Distribution — Reasons for the Separation and the Distribution.”
Agreements to be Entered into in Connection with the Merger, the Separation and the Distribution
Separation and Distribution Agreement with Realty Income
As of or prior to the Distribution, we and Realty Income will enter into the Separation and Distribution Agreement, which sets forth, among other things, our agreements with Realty Income regarding the principal transactions necessary to separate us from Realty Income. It also sets forth other agreements that govern certain aspects of our relationship with Realty Income after the Distribution Date. For more information, see “The Separation and the Distribution — The Separation and Distribution Agreement” and “Certain Relationships and Related Person Transactions — Agreements with the Realty Income.”
Transition Services Agreement with Realty Income
As of or prior to the Distribution, we and Realty Income will enter into a Transition Services Agreement, pursuant to which Realty Income will provide to us and our subsidiaries various services for a transitional period. The services to be provided include information technology, accounts payable, and other financial and administrative functions. For more information, see “Certain Relationships and Related Person Transactions — Agreements with the Realty Income.”
Tax Matters Agreement with Realty Income
As of or prior to the Distribution, we will enter into a Tax Matters Agreement with Realty Income that will govern the respective rights, responsibilities and obligations of Realty Income and us after the Distribution with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and certain other tax matters. For more information, see “Certain Relationships and Related Person Transactions — Agreements with Realty Income.”
Employee Matters Agreement with Realty Income
As of or prior to the Distribution, we and Realty Income will enter into an Employee Matters Agreement in connection with the Separation to allocate liabilities and responsibilities relating to employment matters,
 
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employee compensation and benefits plans and programs, and other related matters. For more information, see “Certain Relationships and Related Person Transactions — Agreements with Realty Income.”
Subleases with Realty Income
As of or prior to the Distribution, we intend to enter into subleases with respect to office space at 2325 E. Camelback Road, in Phoenix, Arizona, and 19 West 44th Street in New York, New York, which we expect will serve as our corporate offices following the Distribution. For more information, see “Certain Relationships and Related Person Transactions — Agreements with Realty Income.”
Corporate Information
We were formed on July 1, 2021 in Maryland as a wholly owned subsidiary of Realty Income. Prior to the contribution of Orion’s business to us, which will occur in connection with the Separation following the Merger Effective Time, we will have no operations and no assets other than nominal cash from our initial capitalization. The address of our principal executive office is 2325 E. Camelback Road, Floor 8, Phoenix, AZ 85016. Our telephone number is (602) 698-1002.
Commencing shortly prior to the Distribution, we will also maintain an Internet website at www.ONLREIT.com. Our website and the information contained therein or connected thereto will not be deemed to be incorporated by reference herein, and you should not rely on any such information in making an investment decision.
Reason for Furnishing this Information Statement
This information statement is being furnished solely to provide information to stockholders of Realty Income (including former VEREIT stockholders and certain former VEREIT OP common unitholders) who will receive Orion stock in the Distribution. It is not and should not be construed as an inducement or encouragement to buy or sell any of Orion’s securities. The information contained in this information statement is believed by us to be accurate as of the date set forth on its cover. Changes may occur after that date and neither we nor Realty Income will update the information except in the normal course of our and its respective disclosure obligations and practices.
Risks Associated with Orion’s Business and the Separation and the Distribution
An investment in Orion common stock is subject to a number of risks, including risks relating to the Separation and the Distribution. The following list of risk factors is not exhaustive. Please read the information in the section captioned “Risk Factors,” beginning on page 43 for a more thorough description of these and other risks:

the conditions of the global markets may adversely affect our operations. Our properties are affected by macroeconomic cycles and risks inherent in various markets, including a tightening of credit markets, business layoffs, industry slowdowns and other similar factors that affect our clients;

the COVID-19 pandemic has had significant impacts on workplace usages and practices which may impact our business;

we face risks associated with the acquisition of commercial properties;

we face a wide range of competition, including competition for acquisitions and competition in the leasing market, that could affect our ability to operate profitably;

our performance is subject to risks inherent in owning real estate;

if we lose our key management personnel, we may not be able to successfully manage our business and achieve our objectives;

some of our leases provide clients with the right to terminate their leases early, which could have an adverse effect on our cash flow and results of operations;

we will have a debt burden that could materially adversely affect our future operations, and we may incur additional indebtedness in the future;
 
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covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially and adversely affect our business, financial position or results of operations;

we have no operating history as an independent company, and our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results;

the Arch Street Joint Venture, including the limitation it places on our ability to acquire new properties, may adversely affect our ability to acquire wholly-owned properties in accordance with our business plan;

the Distribution is expected to be treated as a taxable distribution to holders of Realty Income common stock for U.S. federal income tax purposes;

after the Separation, certain of our directors and executive officers may have actual or potential conflicts of interest because of their previous or continuing equity interest in, or positions at, Realty Income;

we may not achieve some or all of the expected benefits of the Separation, and the Separation may adversely affect our business; and

if we do not qualify as a REIT, or if we fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face substantial tax liability, which would substantially reduce funds available for distribution to our stockholders.
 
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QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION
What is Orion, and why is Realty Income separating the Orion Business and distributing Orion common stock?
Orion was formed primarily to hold the combined Office Properties of Realty Income and VEREIT after the Merger and the Distribution. The Separation of the Orion Business from Realty Income and the Distribution of shares of Orion common stock will enable Orion and Realty Income to focus on their respective operations. Orion and Realty Income expect that the Separation and the Distribution will result in the enhanced long-term performance of each business. For more information, see “The Separation and the Distribution — Background” and “The Separation and the Distribution — Reasons for the Separation and the Distribution.”
Why am I receiving this document?
You are receiving this document because you are a holder of shares of Realty Income common stock. If you are a holder of Realty Income common stock as of the close of business on November 2, 2021, the expected record date for the Distribution, or you will become a Realty Income Shareholder if you hold shares of VEREIT common stock as of immediately prior to closing, you will be entitled to receive one share of Orion common stock for every ten shares of Realty Income common stock that you hold at the close of business on such date (and cash in lieu of any fractional shares). The Distribution is expected to occur on November 12, 2021.
What is the Separation of the Orion Business from Realty Income?
Following the Merger Effective Time, Realty Income will effect a reorganization, subject to the terms and subject to the conditions of the Merger Agreement and the Separation and Distribution Agreement, pursuant to which Realty Income will contribute certain office assets to Orion. Following the Separation, Orion will own the Office Properties and certain other assets previously owned by Realty Income and VEREIT. Orion’s portfolio will consist of 92 office properties, totaling approximately 10.5 million total leasable square feet.
By separating the Orion Business into a stand-alone REIT, investors will have the opportunity to invest in two separate companies, each with dedicated management teams focused on distinct business strategies.
 
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What assets will Orion own following the
Separation?
Orion will own the Office Properties, consisting of certain office assets of Realty Income and VEREIT combined in the Merger, including 92 office properties, totaling approximately 10.5 million total leasable square feet and VEREIT’s legacy interest in the Arch Street Joint Venture.
What is the Distribution and how will the Distribution work?
To accomplish the Distribution, Realty Income will distribute all of the outstanding shares of Orion common stock to Realty Income common stockholders on a pro rata basis. Each Realty Income common stockholder, including former VEREIT stockholders and certain former VEREIT OP common unitholders, will be entitled to receive one share of Orion common stock for every ten shares of Realty Income common stock held at the close of business on the record date. Each former VEREIT common stockholder and each former VEREIT OP common unitholder (other than VEREIT OP common units held by Realty Income, VEREIT or their affiliates) immediately prior to the Merger Effective Time will hold 0.705 shares of Realty Income common stock following the Merger, and thus would be entitled to approximately one share of Orion common stock for approximately every fourteen shares of VEREIT common stock and approximately one share of Orion common stock for approximately every fourteen VEREIT OP common units held immediately prior to the Merger Effective Time (assuming such shares and/or units are held through the record date for the Distribution).
What is the record date for the Distribution?
The record date for the Distribution is November 2, 2021. The record date for the Distribution assumes the closing of the Mergers occurs at least one business day prior to the record date for the Distribution. If the closing is delayed past such date, the Realty Income board of directors intends to change the record date to a date that is at least one business day after the closing.
When will the Distribution occur?
It is expected that the shares of Orion common stock will be distributed by Realty Income on November 12, 2021, to holders of record of Realty Income common stock at the close of business on the record date, subject to the satisfaction or waiver of all conditions to the Distribution set forth in the Separation and Distribution Agreement.
 
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What do Realty Income stockholders need to do to participate in the Distribution?
Stockholders of Realty Income as of the record date will not be required to take any action to receive shares of Orion common stock in the Distribution. No stockholder approval of the Distribution is required and you are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of Realty Income common stock or take any other action to receive your shares of Orion common stock. Please do not send in your Realty Income stock certificates until after the Merger is completed. The Distribution will not affect the number of outstanding shares of Realty Income common stock or any rights of Realty Income stockholders, although it will affect the market value of each outstanding share of Realty Income common stock.
What do former VEREIT common stockholders or VEREIT OP common unitholders need to do to participate in the Distribution?
Holders of shares of VEREIT common stock and VEREIT OP common units in book-entry form immediately prior to the Merger Effective Time who continue to hold shares of Realty Income common stock as of the record date for the Distribution will not be required to take any action to receive shares of Orion common stock in the Distribution.
How will shares of Orion common stock be
issued?
You will receive shares of Orion common stock through the same channels that you currently use, or will use after the Merger, to hold or trade shares of Realty Income common stock, whether through a brokerage account, 401(k) plan or other channels. Receipt of shares of Orion common stock will be documented for you in the same manner that you typically receive stockholder updates, such as monthly broker statements and 401(k) statements.
If you own shares of Realty Income common stock as of the close of business on the record date, including shares in certificated form, Realty Income, with the assistance of CTC, the settlement and distribution agent, will electronically distribute shares of Orion common stock to you or to your brokerage firm on your behalf in book-entry form. CTC will mail to you a book-entry account statement that reflects your shares of Orion common stock, or your bank or brokerage firm will credit your account for the shares. CTC will also mail you or your brokerage firm a check for any cash in lieu of fractional shares you are entitled to receive.
 
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How many Orion shares will I receive in the Distribution?
For every ten shares of Realty Income common stock held of record by you as of the close of business on the record date you will receive one share of Orion common stock. As a result, each former VEREIT common stockholder or certain former VEREIT OP common unitholder who continues to hold the Realty Income common stock received in the Merger will receive approximately one share of Orion common stock for each every fourteen shares of VEREIT common stock or VEREIT OP common units held immediately prior to the Merger Effective Time. Based on approximately 380,174,042 shares of Realty Income common stock and 229,149,616 shares of VEREIT common stock outstanding as of June 30, 2021, a total of approximately 54,172,452 shares of Orion common stock will be distributed. The foregoing amounts do not reflect any equity issued by either Realty Income or VEREIT after June 30, 2021, including the 9,200,000 shares of Realty Income common stock issued in an underwritten offering in July 2021, nor subsequent issuances pursuant to Realty Income’s “at-the-market” program related to the sale of up to an additional 60,000,000 shares of Realty Income common stock. You will receive cash in lieu of any fractional shares of Orion common stock that you would have otherwise received as a result of the Distribution.
Will Orion issue fractional shares in the
Distribution?
Orion will not distribute fractional shares of its common stock in the Distribution. Instead, all fractional shares that Realty Income stockholders would otherwise have been entitled to receive will be aggregated into whole shares and sold in the open market by CTC. We expect CTC, acting on behalf of Realty Income, to take several weeks after the Distribution Date to fully distribute the aggregate net cash proceeds of these sales on a pro rata basis (based on the fractional share such holder would otherwise be entitled to receive) to those stockholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.
What are the material U.S. federal income tax consequences of the Distribution to U.S. holders of Realty Income common stock?
The distribution of shares of Orion common stock in the Distribution is expected to be treated as a taxable distribution to Realty Income
 
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common stockholders (which will include the former VEREIT common stockholders or VEREIT OP common unitholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date for the Distribution) for U.S. federal income tax purposes. An amount equal to the fair market value of the shares of Orion common stock received by a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences”) of Realty Income common stock in the Distribution will generally be treated as a taxable dividend to the extent of the U.S. holder’s ratable share of any current or accumulated earnings and profits of Realty Income allocable to the Distribution, with the excess treated first as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in Realty Income common stock and any remaining excess treated as capital gain. The particular consequences of the Distribution to each Realty Income stockholder (including stockholders who received shares of Realty Income stock in exchange for shares of VEREIT stock or VEREIT OP units pursuant to the Merger) depend on such holder’s particular facts and circumstances, and you are urged to consult your tax advisor regarding the consequences of the Distribution to you in light of your specific circumstances. For more information, see “Material U.S. Federal Income Tax Consequences —  Material U.S. Federal Income Tax Consequences of the Distribution.”
How will the Distribution affect my tax basis and holding period in my shares of Realty Income common stock for U.S. federal income tax
purposes?
The tax basis of Realty Income common stock held by a Realty Income stockholder (which will include a former VEREIT stockholder or VEREIT OP unitholder that received Realty Income common stock in the Merger and continues to hold such stock as of the close of business on the record date for the Distribution) at the time of the Distribution is expected to be reduced (but not below zero) to the extent the fair market value of the Orion common stock distributed to such Realty Income stockholder exceeds Realty Income’s current and accumulated earnings and profits allocable to such holder’s shares. The holding period of Realty Income stockholders in their Realty Income shares will not be affected by the Distribution. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Distribution.”
 
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What will my tax basis and holding period be for shares of Orion common stock I receive in the Distribution for U.S. federal income tax
purposes?
The tax basis of a Realty Income stockholder (which will include a former VEREIT stockholder or VEREIT OP unitholder that received Realty Income common stock in the Merger and continues to hold such stock as of the close of business on the record date for the Distribution) in shares of Orion common stock received by such holder in the Distribution is expected to equal the fair market value of such shares on the Distribution Date. The holding period for such shares is expected to begin the day after the Distribution Date. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Distribution.”
What are the conditions to the Distribution?
The Distribution is subject to a number of conditions, including, among others:

the consummation of the Mergers;

the consummation of the Separation;

the SEC declaring effective the registration statement of which this information statement forms a part, with no stop order in effect with respect thereto, and no proceeding for such purpose pending before, or threatened by, the SEC;

no order, injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the related transactions shall be in effect;

the acceptance for listing on the NYSE of the Orion common stock to be distributed, subject to official notice of distribution; and

the execution of ancillary agreements, including the Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement.
Realty Income and Orion cannot assure you that any or all of these conditions will be met. For a complete discussion of all of the conditions to the Distribution, please refer to “The Separation and the Distribution — The Separation and Distribution Agreement  — Conditions to the Distribution.”
 
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What is the expected date of completion of the Distribution?
The completion and timing of the Distribution are dependent upon a number of conditions, including the conditions listed above. It is expected that the shares of Orion common stock will be distributed by Realty Income on November 12, 2021, to the holders of record of shares of Realty Income common stock at the close of business on the record date. However, no assurance can be provided as to the timing of the Distribution or that all conditions to the Distribution will be met.
What if I want to sell my Realty Income common stock or my Orion common stock?
If you would like to sell your Realty Income common stock or Orion common stock, you should consult with your financial advisors, such as your stockbroker, bank or tax advisor.
What is “regular-way” and “ex distribution” trading of Realty Income stock?
Beginning shortly before the record date and continuing up to and through the Distribution Date, it is expected that there will be two markets in Realty Income common stock: a “regular-way” market and an “ex-distribution” market.
Shares of Realty Income common stock that trade on the “regular-way” market will trade with an entitlement to shares of Orion common stock distributed in the Distribution. Shares of Realty Income common stock that trade on the “ex-distribution” market will trade without an entitlement to shares of Orion common stock distributed pursuant to the Distribution.
If you decide to sell any Realty Income common stock before the Distribution Date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your Realty Income common stock with or without your entitlement to shares of Orion common stock in the Distribution.
Will the shares of Orion common stock be listed on an exchange?
Orion expects its common stock to be listed on the NYSE under the symbol “ONL.” Orion anticipates that trading in shares of its common stock will begin on a “when-issued” basis as early as two days before the record date and will continue up to and through the Distribution Date and that “regular-way” trading in Orion common stock will begin on the first trading day following the completion of the Distribution. If trading begins on a “when-issued” basis, you may purchase or sell Orion common stock up to and through the Distribution Date, but your transaction will not settle until after the Distribution Date. Orion cannot predict the
 
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trading prices for its common stock before, on or after the Distribution Date.
What will happen to the listing of Realty Income common stock?
Realty Income common stock will continue to trade on the NYSE after the Distribution.
Will the number of shares of Realty Income common stock that I own change as a result of the Distribution?
No. The number of shares of Realty Income common stock that you own will not change as a result of the Distribution.
Will the Distribution affect the market price of my shares of Realty Income stock?
Yes. As a result of the Distribution, Realty Income expects the trading price of shares of Realty Income common stock immediately following the Distribution to be lower than the “regular-way” trading price of such shares immediately prior to the Distribution because the trading price of shares of Realty Income common stock will no longer reflect the value of the Orion Business. Realty Income believes that, over time following the Distribution, assuming the same market conditions and the realization of the expected benefits of the Separation and the Distribution, shares of Realty Income common stock and Orion common stock should have a higher aggregate market value as compared to the market value of shares of Realty Income common stock if the Separation and the Distribution did not occur. There can be no assurance, however, that such a higher aggregate market value will be achieved. This means, for example, that the combined trading prices of one share of Realty Income common stock and one share of Orion common stock after the Distribution may be equal to, greater than, or less than the trading price of one share of Realty Income common stock before the Distribution.
What is a REIT?
Orion intends to qualify and elect to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with Orion’s initial taxable year ending December 31, 2021. As a REIT, Orion generally will not be subject to U.S. federal income tax on REIT taxable income that it distributes to its stockholders. A company’s qualification as a REIT depends on its ability to meet, on a continuing basis, through actual investment and operating results, various complex requirements under the Code relating to, among other things, the sources of its gross income, the composition and values of its assets, its distribution levels and the diversity of ownership of its shares. Orion believes that, after the Distribution, it will be organized in
 
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conformity with the requirements for qualification and taxation as a REIT under the Code, and that its intended manner of operation will enable it to meet the requirements for qualification and taxation as a REIT. For a discussion of the U.S. federal income taxation of REITs and the tax treatment of distributions to stockholders of Orion, please refer to “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Considerations Regarding Orion’s Taxation as a REIT.”
What debt will Orion have after the Separation?
Immediately following the Separation, Orion expects to have approximately $615.0 million of indebtedness. In the Separation, Orion will acquire its properties subject to approximately $180.7 million of existing secured property-level indebtedness, based on principal balances as of June 30, 2021, and reduced by $14.9 million in principal repayments in August and all of which is expected to be repaid by Realty Income in full prior to the Distribution.
To provide additional liquidity and facilitate growth, and in connection with the Separation, Orion LP expects to enter into a $175.0 million term loan facility (the “Orion Term Loan”) and a $350.0 million revolving credit facility (the “Orion Revolving Credit Facility), $86.1 million of which is expected to be initially outstanding. In addition, Orion LP expects to enter into a $355.0 million commercial mortgage backed security bridge loan (“CMBS Bridge Loan”), which Orion LP expects to refinance with commercial mortgage-backed security financing prior to the maturity of the CMBS Bridge Loan. Of the proceeds under the Orion Revolving Credit Facility, the Orion Term Loan and the CMBS Bridge Loan, $595.8 million will be distributed to the partners of Orion LP and, in turn, be contributed to Realty Income in accordance with the Separation and Distribution Agreement. The remainder of the proceeds are anticipated to be used to pay fees and expenses related to the origination of the Orion Credit Facilities and the CMBS Bridge Loan and to finance working capital needs. As a result of these transactions, following the completion of the separation, we expect to have approximately $616.1 million in consolidated outstanding indebtedness, $10.0 million in cash, and $263.9 million of availability under our revolving credit facility.
What will Orion’s relationship be with Realty Income following the Distribution?
Orion and Realty Income will be independent companies following the Distribution. As of or
 
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prior to the Distribution, Orion will enter into the Separation and Distribution Agreement with Realty Income. In addition, as of or prior to the Distribution, Orion will enter into various other agreements to effect the Separation and the Distribution and provide a framework for its relationship with Realty Income after the Separation, such as the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement.
For additional information regarding the Separation and Distribution Agreement and other transaction agreements, please refer to the sections entitled “Risk Factors — Risks Related to the Separation and the Distribution” and “Certain Relationships and Related Person Transactions.”
Who will manage Orion after the Distribution?
Orion’s management team will include experienced REIT professionals who have a detailed understanding of Orion’s properties and assets. After the Distribution, Paul H. McDowell will be Orion’s Chief Executive Officer and also a member of Orion’s board of directors, and Gavin Brandon, Gary Landriau and Chris Day, current senior management of VEREIT, will serve as Orion’s other executive officers. None of Orion’s management team will hold positions with Realty Income or VEREIT following the Distribution. For more information regarding Orion’s management, please refer to “Management.”
Are there risks associated with owning shares of Orion common stock?
Yes. Ownership of shares of Orion common stock is subject to both general and specific risks related to Orion’s business, the industry in which it operates, its ongoing contractual relationships with Realty Income and its status as a separate, publicly traded company. Ownership of Orion common stock is also subject to risks relating to the Separation. These risks are described in the “Risk Factors” section of this information statement beginning on page 43. You are encouraged to read that section carefully.
Does Orion plan to pay dividends?
Orion generally intends to pay dividends in an amount at least equal to the amount that will be required for Orion to qualify as a REIT and to avoid current entity level U.S. federal income taxes. To qualify as a REIT, Orion must distribute annually to its stockholders at least 90% of Orion’s REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. Please refer to “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income
 
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Tax Considerations Regarding Orion’s Taxation as a REIT.”
Dividends paid by Orion will be authorized and determined by Orion’s board of directors, in its sole discretion, out of legally available funds, and will be dependent upon a number of factors, including restrictions under applicable law and other factors described under “Dividend Policy.” Orion may pay dividends from sources other than cash flow from operations or funds from operations (“FFO”), which may reduce the amount of capital available for operations, may have negative tax implications, and may have a negative effect on the value of your shares under certain conditions. Orion cannot assure you that its dividend policy will remain the same in the future, or that any estimated dividends will be paid or sustained.
Who will be the distribution agent for the Orion common stock?
The distribution agent for the Orion common stock will be CTC. For questions relating to the transfer or mechanics of the Distribution, you should contact:
Computershare, Inc. and Computershare Trust Company, N.A.
c/o Computershare Investor Services
P.O. Box 505005
Louisville, KY 30233-5005
Toll Free: (877) 218-2434
International: (781) 575-3017
If your shares of Realty Income or VEREIT are held by a bank, broker or other nominee, you may call the information agent for the Distribution, Computershare Trust Company, N.A., toll free at (877) 218-2434 or (781) 575-3017 if located outside the United States. Banks and brokers should call (877) 218-2434.
Who will be the transfer agent for Orion common stock?
The transfer agent for the Orion common stock will be Computershare Trust Company, N.A.
Where can I find more information about Realty Income and Orion?
Before the Distribution, if you have any questions relating to Realty Income’s business performance, you should contact:
Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
Attention: Investor Relations
(858) 284-5000
www.realtyincome.com
 
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After the Distribution, Orion stockholders who have any questions relating to Orion’s business performance should contact Orion at:
Orion Office REIT Inc.
2325 E. Camelback Road, Floor 8
Phoenix, AZ 85016
Attention: Investor Relations
www.ONLREIT.com
The Orion investor website is expected to be operational as of November 12, 2021.
The websites of Realty Income and Orion are not incorporated by reference into this information statement.
 
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SUMMARY HISTORICAL COMBINED FINANCIAL DATA — REALTY INCOME OFFICE ASSETS
The following tables set forth the summary historical combined financial data of the portion of the Orion Business currently owned by Realty Income, and certain other assets owned by subsidiaries of Realty Income (collectively, “Realty Income Office Assets”), which was carved out from the financial information of Realty Income. The summary historical financial data set forth below as of December 31, 2020 and 2019, and for the years ended December 31, 2020, 2019 and 2018 has been derived from Realty Income Office Assets’ audited combined financial statements, which are included elsewhere in this information statement. The summary historical financial data set forth below as of June 30, 2021, and for the six months ended June 30, 2021 and 2020 has been derived from Realty Income Office Assets’ unaudited combined financial statements, which are included elsewhere in this information statement.
The summary historical combined financial data set forth below does not indicate results expected for any future periods. The summary historical combined financial data is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Realty Income Office Assets’ combined financial statements and related notes thereto included elsewhere in this information statement.
Six Months Ended
June 30,
Year Ended December 31,
(in millions)
2021
2020
2020
2019
2018
Income Statement Data
Total revenues
$ 25.6 $ 26.9 $ 53.5 $ 53.5 $ 54.7
Total expenses
16.8 18.8 55.4 38.2 39.9
Total net income (loss)
$ 8.8 $ 8.1 $ (1.9) $ 15.3 $ 14.8
Cash Flow Provided By (Used In)
Operating Activities
$ 21.3 $ 22.0 $ 42.3 $ 40.0 $ 42.0
Investing Activities
(0.1) (0.3) (0.5) (0.5) (2.4)
Financing Activities
(24.7) (21.2) (41.7) (38.6) (49.6)
(in millions)
As of June 30,
2021
As of December 31,
2020
2019
Balance Sheet Data
Total real estate, net
$ 489.2 $ 497.9 $ 534.1
Total assets
531.0 546.4 592.2
Mortgage payable, net
22.7 37.1 70.1
Total liabilities
35.4 49.3 84.2
Total equity
495.6 497.1 508.0
Funds From Operations (“FFO”)
Realty Income Office Assets defines FFO, a non-GAAP financial measure, consistent with the National Association of Real Estate Investment Trusts’ (“Nareit”) definition, as net income or loss, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets.
Realty Income Office Assets considers FFO to be an appropriate supplemental measure of the operating performance of a real estate company as it is based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a real estate company, using historical accounting for depreciation, could be less informative. The use of FFO is recommended by the real estate industry as a supplemental performance measure.
 
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Adjusted Funds From Operations (“AFFO”)
Realty Income Office Assets believes the non-GAAP financial measure AFFO provides useful information to investors because it is a widely accepted industry measure of the operating performance of real estate companies that is used by industry analysts and investors who look at and compare those companies. In particular, AFFO provides an additional measure to compare the operating performance of different real estate companies without having to account for differing depreciation assumptions and other unique revenue and expense items which are not pertinent to measuring a particular company’s on-going operating performance. Therefore, Realty Income Office Assets believes that AFFO is an appropriate supplemental performance metric, and that the most appropriate GAAP performance metric to which AFFO should be reconciled is net (loss) income.
Other companies in our industry use a similar measurement, but they may use the term “CAD” ​(for Cash Available for Distribution), “FAD” ​(for Funds Available for Distribution) or other terms. Our AFFO calculations may not be comparable to AFFO, CAD or FAD reported by other companies, and other companies may interpret or define such terms differently.
Presentation of the information regarding FFO and AFFO is intended to assist the reader in comparing the operating performance of different real estate companies, although it should be noted that not all real estate companies calculate FFO and AFFO in the same way, so comparisons with other real estate companies may not be meaningful. Furthermore, FFO and AFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net (loss) income as an indication of our performance. FFO and AFFO should not be considered as alternatives to reviewing our cash flows from operating, investing, and financing activities. In addition, FFO and AFFO should not be considered as measures of liquidity or of the ability to pay interest payments.
See the Non-GAAP Measures section below for descriptions of Realty Income Office Assets’ non-GAAP measures and reconciliations to the most comparable measure in accordance with generally accepted accounting principles in the United States.
Six Months Ended
June 30,
Year Ended December 31,
(in millions)
2021
2020
2020
2019
2018
Funds from operations (FFO)
$ 20.7 $ 21.2 $ 42.8 $ 42.2 $ 42.8
Adjusted funds from operations (AFFO)
$ 20.2 $ 20.8 $ 42.0 $ 40.8 $ 40.2
 
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SUMMARY HISTORICAL COMBINED FINANCIAL DATA — VEREIT OFFICE ASSETS
The following tables set forth the summary historical combined financial data of the portion of the Orion Business currently owned by VEREIT, and certain other assets owned by subsidiaries of VEREIT (collectively, “VEREIT Office Assets”), which was carved out from the financial information of VEREIT. The summary historical financial data set forth below as of December 31, 2020 and 2019, and for the years ended December 31, 2020, 2019 and 2018 has been derived from VEREIT Office Assets’ audited combined financial statements, which are included elsewhere in this information statement. The summary historical financial data set forth below as of June 30, 2021, and for the six months ended June 30, 2021 and 2020 has been derived from VEREIT Office Assets’ unaudited combined and consolidated financial statements, which are included elsewhere in this information statement.
The summary historical combined and consolidated financial data set forth below does not indicate results expected for any future periods. The summary historical combined financial data is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and VEREIT Office Assets’ combined and consolidated financial statements and related notes thereto included elsewhere in this information statement.
Six Months Ended June 30,
Year Ended December 31,
(in millions)
2021
2020
2020
2019
2018
Income Statement Data:
Total revenues
$ 81.3 $ 86.6 $ 170.9 $ 182.1 $ 180.0
Total expenses, net of other income and gains(1)
79.2 54.0 127.4 141.5 154.4
Total net income
2.1 32.6 43.5 40.6 25.6
Total net loss attributable to non-controlling interest
0.1 0.1 0.1 0.2
Total net income attributable to VEREIT Office Assets
$ 2.2 $ 32.6 $ 43.6 $ 40.7 $ 25.8
Cash Flow Provided By (Used In):
Operating activities
$ 50.8 $ 56.1 $ 108.5 $ 112.6 $ 103.9
Investing activities
(5.4) 70.8 111.4 (17.1) (16.5)
Financing activities
(44.7) (127.0) (219.4) (94.5) (90.5)
As of June 30,
As of December 31,
Balance Sheet Data:
2021
2020
2019
Total real estate, net
$ 1,147.4 $ 1,196.0 $ 1,375.1
Total assets
1,364.5 1,412.4 1,589.0
Mortgages payable, net
158.3 217.6 243.9
Total liabilities
186.4 250.9 278.9
Total equity
1,178.1 1,161.4 1,310.1
(1)
Includes gain on disposition of real estate assets, net, of $11.4 million for the six months ended June 30, 2020 and $9.8 million for the year ended December 31, 2020, respectively. No such gain was recorded for the six months ended June 30, 2021 or years ended December 31, 2019 or 2018.
Funds From Operations (“FFO”)
VEREIT Office Assets defines FFO, a non-GAAP financial measure, consistent with the Nareit definition, as net income or loss, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets.
VEREIT Office Assets considers FFO to be an appropriate supplemental measure of the operating performance of a real estate company as it is based on a net income analysis of property portfolio performance that adds back items such as gains or losses from disposition of property, depreciation and impairments for FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of
 
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buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a real estate company, using historical accounting for depreciation, could be less informative. The use of FFO is recommended by the real estate industry as a supplemental performance measure.
Adjusted Funds from Operations (“AFFO”)
VEREIT Office Assets uses adjusted funds from operations (“AFFO”) as a non-GAAP supplemental financial performance measure to evaluate the operating performance of VEREIT Office Assets. AFFO, as defined by VEREIT Office Assets, excludes certain noncash items such as impairments of goodwill, intangible and right of use assets, straight-line rent, net direct financing lease adjustments, gains or losses on derivatives, reserves for loan loss, gains or losses on the extinguishment or forgiveness of debt and amortization of intangible assets, deferred financing costs, premiums and discounts on debt and investments, above-market lease assets and below-market lease liabilities. Management believes that excluding these costs from FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. AFFO allows for a comparison of the performance of our operations with other real estate companies, as AFFO, or an equivalent measure, is routinely reported by publicly-traded REITs, and VEREIT Office Assets believes often used by analysts and investors for comparison purposes.
VEREIT Office Assets believes FFO and AFFO, in addition to net income, as defined by U.S. GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of VEREIT Office Assets over time. However, not all real estate companies calculate FFO and AFFO the same way, so comparisons with other real estate companies may not be meaningful. FFO and AFFO should not be considered as alternatives to net income and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, Nareit, nor any other regulatory body has evaluated the acceptability of the exclusions used to adjust FFO in order to calculate AFFO and its use as a non-GAAP financial performance measure.
See the Non-GAAP Measures section below for descriptions of VEREIT Office Assets’ non-GAAP measures and reconciliations to the most comparable measure in accordance with generally accepted accounting principles in the United States.
Six Months Ended
June 30,
Year Ended December 31,
(in millions)
2021
2020
2020
2019
2018
Funds from operations (FFO)
$ 53.8 $ 54.1 $ 106.8 $ 115.0 $ 111.9
Adjusted funds from operations (AFFO)
55.4 55.5 109.0 114.4 103.6
 
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RISK FACTORS
You should carefully consider the following risks and other information in this information statement in evaluating our company and our common stock. Any of the following risks could materially and adversely affect our business, results of operations and financial condition.
Risks Related to Our Properties and Business
If global market and economic conditions deteriorate, our business, financial condition and results of operations could be materially adversely affected.
Weak economic conditions generally, sustained uncertainty about global economic conditions, a tightening of credit markets, business layoffs, downsizing, industry slowdowns and other similar factors that affect our clients could negatively impact commercial real estate fundamentals and result in lower occupancy, lower rental rates and declining values in our real estate portfolio. Additionally, these factors and conditions could have an impact on our lenders or clients, causing them to fail to meet their obligations to us. No assurances can be given regarding such macroeconomic factors or conditions, and our ability to lease our properties and increase or maintain rental rates may be negatively impacted, which may have a material adverse effect on our business, financial condition and results of operations.
The COVID-19 pandemic has had, and may continue to have, significant impacts on workplace practices, or other office space utilization trends, which could materially adversely impact our business, operating results, financial condition and prospects.
Temporary closures of businesses and the resulting remote working arrangements for personnel in response to the pandemic may result in long-term changed work practices that could negatively impact us and our business. For example, the increased adoption of and familiarity with remote work practices, and the recent increase in clients seeking to sublease their leased space, could result in decreased demand for office space. If this trend was to continue or accelerate, our clients may elect to not renew their leases, or to renew them for less space than they currently occupy, which could increase the vacancy and decrease rental income. The increase in remote work practices may continue in a post-pandemic environment, even in the suburban markets and markets with lower demand in which we primarily operate. The need to reconfigure leased office space, either in response to the pandemic, clients’ needs may impact space requirements and also may require us to spend increased amounts for client improvements. If substantial office space reconfiguration is required, the client may explore other office space and find it more advantageous to relocate than to renew its lease and renovate the existing space. If so, our business, operating results, financial condition and prospects may be materially adversely impacted.
We could experience difficulties or delays renewing leases or re-leasing space, which will increase our costs to maintain such properties without receiving income.
We derive a significant portion of our net income from rent received from our clients, and our profitability is significantly dependent upon ability to minimize vacancies in our properties and ensure our clients timely pay rent at an attractive rate. If a client experiences a downturn in its business or other types of financial distress, it may be unable to make timely rental payments. If lease defaults occur, we may experience delays in enforcing our rights as landlord. As of June 30, 2021, our portfolio had a weighted average lease term of 3.4 years, and six properties, with an aggregate 367,000 square feet, were vacant, including three properties, with an aggregate of 156,000 square feet, that have remained vacant for over one year. If our tenants decide not to renew their leases, terminate early or default on their lease, or if we fail to find suitable tenants to lease our vacant properties, we may not be able to release the space or may experience delays in finding suitable replacement tenants. Even if tenants decide to renew or lease new space, the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, particularly commercial tenants, may be less favorable to us than current lease terms. As a result, our net income and ability to pay dividends to shareholders could be materially adversely affected. Further, if one of our properties cannot be leased on terms and conditions favorable to us, the property may not be marketable at a suitable price without substantial capital improvements, alterations, or at all, which could inhibit our ability to effectively dispose of those properties.
 
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Some of our properties depend upon a single client for all or a majority of their rental income; therefore, our financial condition, including our ability to make distributions to shareholders, may be adversely affected by the bankruptcy or insolvency, a downturn in the business, or a lease termination of such a single client.
As of June 30, 2021, a significant portion of our annualized rental revenue was from our properties leased to single clients. The value of our single client properties is materially dependent on the performance of those clients under their respective leases. These clients face competition within their industries and other factors that could reduce their ability to pay us rent. Lease payment defaults by such clients could cause us to reduce the amount of distributions that we pay to our shareholders. A default by a single or major client, the failure of a guarantor to fulfill its obligations or other premature termination of a lease to such a client or such client’s election not to extend a lease upon its expiration could have an adverse effect on our financial condition, results of operations, liquidity and ability to pay distributions to our shareholders.
Government budgetary pressures and priorities and trends in government employment and office leasing may adversely impact our business.
We believe that recent government budgetary and spending priorities and enhancements in technology have resulted in a decrease in government office use for employees. Furthermore, over the past several years, government clients have reduced their space utilization per employee and consolidated government clients into existing government owned properties. This activity has reduced the demand for government leased space. Our historical experience with respect to properties of the type we own that are majority leased to government clients has been that government clients frequently renew leases to avoid the costs and disruptions that may result from relocating their operations. However, efforts to manage space utilization rates may result in the government tenant exercising early termination rights under our leases, vacating our properties upon expiration of our leases in order to relocate, or renewing their leases for less space than they currently occupy. Also, our government clients’ desire to reconfigure leased office space to manage utilization per employee may require us to spend significant amounts for client improvements, and client relocations are often more prevalent in those circumstances. Increasing uncertainty with respect to government agency budgets and funding to implement relocations, consolidations and reconfigurations has resulted in delayed decisions by some of our government clients and their reliance on short term lease renewals; however, recent activity prior to the outbreak of the COVID-19 pandemic suggested that the U.S. government had begun to shift its leasing strategy to include longer term leases and was actively exploring 10 to 20 year lease terms at renewal, in some instances. It is also possible that as a result of the COVID-19 pandemic, government clients may seek to manage space utilization rates in order to provide greater physical distancing for employees, which may require us to spend significant amounts for client improvements, mostly with lease renewals. However, the COVID-19 pandemic and its aftermath have had negative impacts on government budgets and resources and it is unclear what the effect of these impacts will be on government demand for leasing office space. Given the significant uncertainties, including as to the COVID-19 pandemic and its economic impact and its aftermath and the new presidential administration, we are unable to reasonably project what the financial impact of market conditions or changing government circumstances will be on our financial results for future periods.
We are invested in the Arch Street Joint Venture and may in the future co-invest in joint ventures with third parties. The Arch Street Joint Venture, including the limitations it places on our ability to acquire new properties, may adversely affect our ability to acquire wholly-owned properties and any joint venture investments could be adversely affected by the capital markets, lack of sole decision-making authority, reliance on joint venture partners’ financial condition and any disputes that may arise between us and our joint venture partners.
We are invested in the Arch Street Joint Venture and may in the future co-invest with third parties through partnerships, joint ventures or other structures in which we acquire noncontrolling interests in, or share responsibility for, managing the affairs of a property, partnership, co-tenancy or other entity. We, VEREIT and Realty Income may market minority interests in certain of our properties prior to the Merger Effective Time.
In connection with Arch Street Capital Partner’s consent to the transfer of the equity interests in the Arch Street Joint Venture to us in the Separation, we expect, prior to the Distribution, to enter into the ROFO Agreement with the Arch Street Joint Venture, whereby we will agree to not acquire any property within certain investing parameters without first offering the property for purchase to the Arch Street Joint Venture.
 
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As our investment in the Arch Street Joint Venture is a minority, non-controlling interest, the investment decision by the Arch Street Joint Venture with respect to any property offered pursuant to the ROFO Agreement will be controlled by Arch Street Capital Partners. If the Arch Street Joint Venture decides to acquire a property, our participation in the profitability and growth related to that property may be adversely impacted by our limited participation rights, and our ability to determine the strategy with respect to those properties will be materially limited compared to acquisitions we make directly, including with respect to leasing, disposition and joint venture opportunities (including if such actions are necessary to maintain compliance with our debt commitments). If the Arch Street Joint Venture elects not to purchase a property offered pursuant to the ROFO Agreement, their rights to first review the opportunity may delay or otherwise interfere in our ability to competitively bid or acquire such property, which, in turn, adversely affect our ability to act on our investment strategies in accordance with our business plan.
We also may enter into future joint ventures pursuant to which we will not be able to exercise sole decision-making authority regarding the properties owned through such joint ventures or similar ownership structure. In addition, investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including potential deadlocks in making major decisions, restrictions on our ability to exit the joint venture, reliance on joint venture partners and the possibility that a joint venture partner might become bankrupt or fail to fund its share of required capital contributions, thus exposing us to liabilities in excess of our share of the joint venture or jeopardizing our REIT status. The funding of our capital contributions to such joint ventures may be dependent on proceeds from asset sales, credit facility advances or sales of equity securities. Joint venture partners, including Arch Street Capital Partners, may have business interests or goals that are inconsistent with our business interests or goals, and may be in a position to take actions contrary to its policies or objectives. We may, in specific circumstances, be liable for the actions of our joint venture partners. In addition, any disputes that may arise between us and joint venture partners, including Arch Street Capital Partners, may result in litigation or arbitration that would increase our expenses. Any of the foregoing may have a material adverse effect on our business, financial condition and results of operations.
The U.S. government’s “green lease” policies may adversely affect us.
In recent years, the U.S. government has instituted “green lease” policies which allow a government client to require Leadership in Energy and Environmental Design for commercial interiors, or LEED®-CI, designation in selecting new premises or renewing leases at existing premises. In addition, the Energy Independence and Security Act of 2007 allows the GSA to give preference to buildings for lease that have received an “Energy Star” label. Obtaining and maintaining such designation and labels may be costly and time consuming, but our failure to do so may result in our competitive disadvantage in acquiring new or retaining existing government clients.
We may suffer adverse effects from acquisitions of commercial real estate properties.
We may pursue acquisitions of existing commercial real estate properties as part of our property development and acquisition strategy. Acquisitions of commercial properties entail risks, such as the risk that we may not be in a position, or have the opportunity in the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions fail to perform as expected.
We may pursue selective acquisitions of properties in regions where we have not previously owned properties. These acquisitions may entail risks in addition to those we face with acquisitions in more familiar regions, such as our not sufficiently anticipating conditions or trends in a new market and therefore not being able to operate the acquired property profitably.
In addition, we may acquire properties that are subject to liabilities in situations where we have no recourse, or only limited recourse, against the prior owners or other third parties with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it. Examples of unknown liabilities with respect to acquired properties include, but are not limited to:

liabilities for remediation of disclosed or undisclosed environmental contamination;

claims by clients, vendors or other persons dealing with the former owners of the properties;
 
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liabilities incurred in the ordinary course of business; and

claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
Our performance is subject to risks inherent in owning real estate investments.
We are generally subject to risks incidental to the ownership of real estate. These risks include:

changes in supply of or demand for office properties in our market or sub-markets;

competition for clients in our market or sub-markets;

the ongoing need for capital improvements;

increased operating costs, which may not necessarily be offset by increased rents, including insurance premiums, utilities and real estate taxes, due to inflation and other factors;

changes in tax, real estate and zoning laws;

changes in governmental rules and fiscal policies;

inability of clients to pay rent;

competition from the development of new office space in our market or sub-markets and the quality of competition, such as the attractiveness of our properties as compared to our competitors’ properties based on considerations such as convenience of location, rental rates, amenities and safety record; and

civil unrest, acts of war, terrorism, acts of God, including earthquakes, hurricanes and other natural disasters (which may result in uninsured losses) and other factors beyond our control.
Should any of the foregoing occur, it may have a material adverse effect on our business, financial condition and results of operations.
We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to our existing leases, or we may expend significant capital in our efforts to re-let space, which may adversely affect our business, financial condition and results of operations.
We compete with a number of other owners and operators of office properties to renew leases with our existing clients and to attract new clients. To the extent that we are able to renew leases that are scheduled to expire in the short-term or re-let such space to new clients, heightened competition may require us to give rent concessions or provide client improvements to a greater extent than we otherwise would have.
If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our clients, we may lose potential clients, and we may be pressured to reduce our rental rates below those we currently charge, or may not be able to increase rates to market rates, in order to retain clients upon expiration of their existing leases. Even if our clients renew their leases or we are able to re-let the space, the terms and other costs of renewal or re-letting, including the cost of required renovations, increased client improvement allowances, leasing commissions, declining rental rates, and other potential concessions, may be less favorable than the terms of our current leases and could require significant capital expenditures. Our inability to renew leases or re-let space in a reasonable time, a decline in rental rates or an increase in client improvement, leasing commissions, or other costs may have a material adverse effect on our business, financial condition and results of operations.
Client defaults may have a material adverse effect on our business, financial condition and results of operations.
The majority of our revenues and income comes from rental income from real property. As such, our business, financial condition and results of operations could be adversely affected if our clients default on their lease obligations. Our ability to manage our assets is also subject to federal bankruptcy laws and state laws that limit creditors’ rights and remedies available to real property owners to collect delinquent rents. If a client becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the client promptly or from a trustee or debtor-in-possession in any bankruptcy proceeding relating to that client. We
 
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also cannot be sure that we would receive any rent in the proceeding sufficient to cover our expenses with respect to the premises. If a client becomes bankrupt, the federal bankruptcy code will apply and, in some instances, may restrict the amount and recoverability of our claims against the client. A client’s default on its obligations may have a material adverse effect on our business, financial condition and results of operations.
Some of our leases provide clients with the right to terminate their leases early, which may have a material adverse effect on our business, financial condition and results of operations.
Certain of our leases permit our clients to terminate their leases as to all or a portion of their leased premises prior to their stated lease expiration dates under certain circumstances, such as providing notice by a certain date and, in most cases, paying a termination fee. To the extent that our clients exercise early termination rights, our cash flow and earnings will be adversely affected, and we can provide no assurances that we will be able to generate an equivalent amount of net effective rent by leasing the vacated space to new third-party clients. If our clients elect to terminate their leases early, it may have a material adverse effect on our business, financial condition and results of operations.
Our expenses may remain constant or increase, even if our revenues decrease, which may have a material adverse effect on our business, financial condition and results of operations.
Costs associated with our business, such as debt repayments, real estate taxes, insurance premiums and maintenance costs, are relatively inelastic and generally do not decrease, and may increase, when a property is not fully occupied, rental rates decrease, a client fails to pay rent or other circumstances cause a reduction in property revenues. As a result, if revenues drop, we may not be able to reduce our expenses accordingly, which may have a material adverse effect on our business, financial condition and results of operations.
Property taxes may increase without notice.
The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. While the majority of our leases are under a net lease structure, some or all of such property taxes may not be collectible from our clients. In such event, our financial condition, results of operations, cash flows, trading price of our common stock and our ability to satisfy our principal and interest obligations and to pay dividends to our stockholders could be adversely affected, which may have a material adverse effect on our business, financial condition and results of operations.
Real estate property investments are illiquid. We may not be able to dispose of properties when desired or on favorable terms.
Real estate investments are relatively illiquid. Our ability to quickly sell or exchange any of our properties in response to changes in economic and other conditions will be limited. No assurances can be given that we will recognize full value, at a price and at terms that are acceptable to us, for any property that we are required to sell for liquidity reasons. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations.
Competition for acquisitions may reduce the number of acquisition opportunities available to us and increase the costs of those acquisitions.
We may acquire properties if we are presented with an attractive opportunity to do so. We may face competition for such acquisition opportunities from other investors, and such competition may adversely affect us by subjecting us to the following risks:

an inability to acquire a desired property because of competition from other well-capitalized real estate investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors; and

an increase in the purchase price for such acquisition property in the event we are able to acquire such desired property.
 
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Accordingly, competition for acquisitions may limit our opportunities to grow our business following the Distribution, which may have a material adverse effect on our business, financial condition and results of operations.
We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.
We may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in our operating partnership. These transactions can result in stockholder dilution. This acquisition structure can have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require (and in the case of our properties, requires) that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions, which may have a material adverse effect on our business, financial condition and results of operations.
We may be unable to develop new properties successfully, which could materially adversely affect our results of operations due to unexpected costs, delays and other contingencies.
From time to time, we may acquire unimproved real property for development purposes as market conditions warrant. In addition to the risks associated with the ownership of real estate investments in general, and investments in joint ventures specifically, there are significant risks associated with our development activities, including the following:

delays in obtaining, or an inability to obtain, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in completion delays and increased development costs;

incurrence of development costs for a property that exceed original estimates due to increased materials, labor or other costs, changes in development plans or unforeseen environmental conditions, which could make completion of the property more costly or uneconomical;

abandonment of contemplated development projects or projects in which we have started development, and the failure to recover expenses and costs incurred through the time of abandonment which could result in significant expenses;

risk of loss of periodic progress payments or advances to builders prior to completion;

termination of leases by clients due to completion delays;

failure to achieve expected occupancy levels, as the lease-up of space at our development projects may be slower than estimated; and

other risks related to the lease-up of newly constructed properties.
In addition, we also rely on rental income and expense projections and estimates of the fair market value of a property upon completion of construction when agreeing to a purchase price at the time we acquire unimproved real property. If our projections are inaccurate, including due to any of the risks described above, we may overestimate the purchase price for a property and be unable to charge rents that compensate us for our increased costs, which may have a material adverse effect on our business, financial condition and results of operations.
We, our clients and our properties are subject to various federal, state and local regulatory requirements, such as environmental laws, state and local fire and safety requirements, building codes and land use regulations.
We, our clients and our properties are subject to various federal, state and local regulatory requirements, such as environmental laws, state and local fire and safety requirements, building codes and land use regulations.
Failure to comply with these requirements could subject us, or our clients, to governmental fines or private litigant damage awards. In addition, compliance with these requirements, including new requirements or
 
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stricter interpretation of existing requirements, may require us, or our clients, to incur significant expenditures. We do not know whether existing requirements will change or whether future requirements, including any requirements that may emerge from pending or future climate change legislation, will develop. Environmental noncompliance liability also could impact a client’s ability to make rental payments to us. Furthermore, our reputation could be negatively affected if we violate environmental laws or regulations, which may have a material adverse effect on our business, financial condition and results of operations.
In addition, as a current or former owner or operator of real property, we may be subject to liabilities resulting from the presence of hazardous substances, waste or petroleum products at, on, under or emanating from such property, including investigation and cleanup costs, natural resource damages, third-party liability for cleanup costs, personal injury or property damage and costs or losses arising from property use restrictions. In particular, some of our properties are adjacent to or near other properties that have contained or currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. In addition, certain of our properties are on, adjacent to or near sites upon which others, including former owners or clients of our properties, have engaged, or may in the future engage, in activities that have released or may have released petroleum products or other hazardous or toxic substances. Cleanup liabilities are often imposed without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. The presence of hazardous substances also may result in use restrictions on impacted properties or result in liens on contaminated sites in favor of the government for damages it incurs to address contamination. We also may be liable for the costs of removal or remediation of hazardous substances or waste disposal or treatment facilities if we arranged for disposal or treatment of hazardous substances at such facilities, whether or not we own such facilities. Moreover, buildings and other improvements on our properties may contain asbestos-containing material or other hazardous building materials or could have indoor air quality concerns (e.g., from airborne contaminants such as mold), which may subject us to costs, damages and other liabilities including abatement cleanup, personal injury, and property damage liabilities. The foregoing could adversely affect occupancy and our ability to develop, sell or borrow against any affected property and could require us to make significant unanticipated expenditures that may have a material adverse effect on our business, financial condition and results of operations.
We may be materially adversely affected by laws, regulations or other issues related to climate change.
If we become subject to laws or regulations related to climate change, our business, financial condition and results of operations could be materially adversely affected. The federal government has enacted certain climate change laws and regulations which may, among other things, regulate “carbon footprints” and greenhouse gas emissions. Such laws and regulations could result in substantial compliance costs, retrofit costs and construction costs, including monitoring and reporting costs and capital expenditures for environmental control facilities and other new equipment. Furthermore, our reputation could be negatively affected if we violate climate change laws or regulations. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations related to climate change will affect our business, financial condition and results of operations. Additionally, the potential physical impacts of climate change on our operations are highly uncertain. These may include changes in rainfall and storm patterns and intensity, water shortages, changing sea levels and changing temperatures. These impacts may have a material adverse effect on our business, financial condition and results of operations.
Compliance or failure to comply with the Americans with Disabilities Act could result in substantial costs.
Our properties must comply with the Americans with Disabilities Act (the “ADA”) and any equivalent state or local laws, to the extent that our properties are public accommodations as defined under such laws. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. If one or more of our properties is not in compliance with the ADA or any equivalent state or local laws, we may be required to incur additional costs to bring such property into compliance with the ADA or similar state or local laws. Noncompliance with the ADA or similar state and local laws could also result in the imposition of fines or an award of damages to private litigants. We cannot predict the ultimate amount of the cost of compliance with the ADA or any equivalent state or local laws. If we incur substantial costs to comply with the ADA or any equivalent state or local laws, it may have a material adverse effect on our business, financial condition and results of operations.
 
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Our assets may be subject to impairment charges.
We will regularly review our real estate assets for impairment, and based on these reviews, we may record impairment losses that have a material adverse effect on our business, financial condition and results of operations. Negative or uncertain market and economic conditions, as well as market volatility, increase the likelihood of incurring impairment losses. Such impairment losses may have a material adverse effect on our business, financial condition and results of operations.
Uninsured and underinsured losses may adversely affect our operations.
We, or in certain instances, clients at our properties, carry comprehensive commercial general liability, fire, extended coverage, business interruption, rental loss coverage, environmental and umbrella liability coverage on all of our properties. We also carry wind and flood coverage on properties in areas where we believe such coverage is warranted, in each case with limits of liability that we deem adequate. Similarly, we are insured against the risk of direct physical damage in amounts we believe to be adequate to reimburse us, on a replacement cost basis, for costs incurred to repair or rebuild each property, including loss of rental income during the reconstruction period. However, we may be subject to certain types of losses that are generally uninsured losses, including, but not limited to losses caused by riots, war or acts of God. In the event of substantial property loss, the insurance coverage may not be sufficient to pay the full current market value or current replacement cost of the property. In the event of an uninsured loss, we could lose some or all of our capital investment, cash flow and anticipated profits related to one or more properties. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it not feasible to use insurance proceeds to replace a property after it has been damaged or destroyed. Under such circumstances, the insurance proceeds we receive might not be adequate to restore our economic position with respect to such property, which may have a material adverse effect on our business, financial condition and results of operations.
We may be subject to litigation, which could have a material adverse effect on our financial condition.
We may be subject to litigation, including claims related to our assets and operations that are otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which we may not be insured against. While we generally intend to vigorously defend ourselves against such claims, we cannot be certain of the ultimate outcomes of claims that may be asserted against us. Unfavorable resolution of such litigation may result in our having to pay significant fines, judgments, or settlements, which, if uninsured — or if the fines, judgments and settlements exceed insured levels — would adversely impact our earnings and cash flows, thereby negatively impacting our ability to service debt and pay dividends to our stockholders, which may have a material adverse effect on our business, financial condition and results of operations. Certain litigation, or the resolution of certain litigation, may affect the availability or cost of some of our insurance coverage, expose us to increased risks that would be uninsured, or adversely impact our ability to attract officers and directors, each of which may have a material adverse effect on our business, financial condition and results of operations.
Our business could be materially adversely affected by security breaches through cyber-attacks, cyber intrusions or otherwise.
We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization and other significant disruptions of our information technology networks and related systems. These risks include operational interruptions, private data exposure and damage to our relationships with our clients, among other things. There can be no assurance that our efforts to maintain the security and integrity of our information technology networks and related systems will be effective. A security breach involving our networks and related systems could disrupt our operations in numerous ways that may have a material adverse effect on our business, financial condition and results of operations.
If we are unable to satisfy the regulatory requirements of the Sarbanes-Oxley Act, or if our disclosure controls or internal control over financial reporting is not effective, investors could lose confidence in our reported financial information, which could adversely affect the perception of our business and the trading price of our common stock.
As a public company, we will become subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act and the Dodd-Frank Act
 
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and will be required to prepare our financial statements in accordance with the rules and regulations promulgated by the SEC. The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. Although management will continue to review the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, there can be no guarantee that our internal controls over financial reporting will be effective in accomplishing all of our control objectives. If we are not able to comply with these and other requirements in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of shares of our common stock could decline and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which may have a material adverse effect on our business, financial condition and results of operations.
The success of our business following the Distribution depends on retaining officers and employees.
Our continued success depends to a significant degree upon the contributions of certain key personnel including, but not limited to, Paul H. McDowell, our Chief Executive Officer, who would be difficult to replace. We cannot provide any assurance that Mr. McDowell or any of our other key personnel will remain employed by us. Our ability to retain such individuals, or to attract a suitable replacement should he leave, is dependent on the competitive nature of the employment market. The loss of services of Mr. McDowell or other key personnel may have a material adverse effect on our business, financial condition and results of operations.
Additionally, our success after the Distribution will depend in part upon our ability to retain key former employees of VEREIT. Key employees may depart either before or after the Distribution because of issues relating to the uncertainty and difficulty of the Mergers, the Separation or a desire not to remain with us following the Distribution. Accordingly, no assurance can be given that following the Distribution, we will be able to retain key employees, which may have a material adverse effect on our business, financial condition and results of operations.
We have a significant amount of indebtedness and may need to incur more in the future.
Immediately following the Distribution, we expect to have approximately $615.0 million of total outstanding indebtedness. In addition, in connection with executing our business strategies going forward, we expect to need to invest in our current portfolio and to continue to evaluate the possibility of acquiring additional properties and making strategic investments, and we may elect to finance these endeavors by incurring additional indebtedness. The amount of such indebtedness could have material adverse consequences for us, including:

hindering our ability to adjust to changing market, industry or economic conditions;

limiting our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms or to fund acquisitions or emerging businesses;

limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses;

making us more vulnerable to economic or industry downturns, including interest rate increases; and 

placing us at a competitive disadvantage compared to less leveraged competitors.
Moreover, to respond to competitive challenges, we may be required to raise substantial additional capital to execute our business strategy. Our ability to arrange additional financing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. If we are able to obtain additional financing, our credit ratings could be further adversely affected, which could further raise our borrowing costs and further limit our future access to capital and our ability to satisfy our obligations under our indebtedness, which may have a material adverse effect on our business, financial condition and results of operations.
We have existing debt and refinancing risks that could affect our cost of operations.
Following the Distribution, we may have both fixed and variable rate indebtedness and may incur additional indebtedness in the future, including borrowings under our Orion Credit Facilities, to finance
 
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possible acquisitions and for general corporate purposes. As a result, we are, and expect to be, subject to the risks normally associated with debt financing including:

that interest rates may rise;

that our cash flow will be insufficient to make required payments of principal and interest;

that we will be unable to refinance some or all of our debt or increase the availability of overall debt on terms as favorable as those of our existing debt, or at all;

that any refinancing will not be on terms as favorable as those of our existing debt;

that required payments on mortgages and on our other debt are not reduced if the economic performance of any property declines;

that debt service obligations will reduce funds available for distribution to our stockholders;

that any default on our debt, due to noncompliance with financial covenants or otherwise, could result in acceleration of those obligations;

that we may be unable to refinance or repay the debt as it becomes due; and

that if our degree of leverage is viewed unfavorably by lenders or potential joint venture partners, it could affect our ability to obtain additional financing.
If we are unable to repay or refinance our indebtedness as it becomes due, we may need to sell assets or to seek protection from our creditors under applicable law, which may have a material adverse effect on our business, financial condition and results of operations.
We are highly leveraged. Our governing documents do not limit the amount of indebtedness we may incur and we may become more highly leveraged.
The Orion Charter and Orion Bylaws (as hereinafter defined) do not limit the amount of indebtedness we may incur. Accordingly, our board of directors may permit us to incur additional debt and would do so, for example, if it were necessary to maintain our status as a REIT. We might become more highly leveraged as a result, and our financial condition, results of operations and funds available for distribution to stockholders might be negatively affected, and the risk of default on our indebtedness could increase, which may have a material adverse effect on our business, financial condition and results of operations.
Financial covenants could materially adversely affect our ability to conduct our business.
Certain lenders have agreed to provide us the Orion Credit Facilities. The credit agreement governing the Orion Credit Facilities is expected to contain restrictions on the amount of debt we may incur and other restrictions and requirements on its operations. These restrictions, as well as any additional restrictions to which we may become subject in connection with additional financings or refinancings, could restrict our ability to pursue business initiatives, effect certain transactions or make other changes to our business that may otherwise be beneficial to us, which could adversely affect our results of operations. In addition, violations of these covenants could cause declarations of default under, and acceleration of, any related indebtedness, which would result in adverse consequences to our financial condition. The Orion Credit Facilities are expected to contain cross-default provisions that give the lenders the right to declare a default if we are in default resulting in (or permitting the) acceleration of other debt under other loans in excess of certain amounts. In the event of a default, we may be required to repay such debt with capital from other sources, which may not be available to us on attractive terms, or at all, which may have a material adverse effect on our business, financial condition and results of operations.
Failure to hedge effectively against interest rate changes may have a material adverse effect on our business, financial condition and results of operations.
The interest rate hedge instruments we may use to manage some of our exposure to interest rate volatility involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements. Failure to hedge effectively against such interest rate changes may have a material adverse effect on our business, financial condition and results of operations.
 
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We depend on external sources of capital that are outside of our control, which may affect our ability to pursue strategic opportunities, refinance or repay our indebtedness and make distributions to our stockholders.
In order to qualify to be taxed as a REIT, we generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital