Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies

Commitments and Contingencies

19.     Commitments and Contingencies

At September 30, 2012, we had contingent payments of $1.3 million for tenant improvements and leasing costs. In addition, as of September 30, 2012, we had committed $22.9 million under construction contracts, which is expected to be paid in the next twelve months.

In conjunction with our proposed acquisition of ARCT, we expect to incur total merger-related transaction costs of approximately $30.7 million, which include, but are not limited to, advisor fees, legal fees, accounting fees, printing fees and transfer taxes.  We incurred $5.5 million of the estimated $30.7 million of total merger-related transaction costs, including estimated accruals, during the three and nine months ended September 30, 2012, which are included in income from continuing operations.

Additionally, we have agreed to pay $4.0 million as an expense reimbursement to ARCT if ARCT or Realty Income terminates the agreement due to the failure of our stockholders to approve the issuance of shares of our common stock to ARCT stockholders in connection with the acquisition.  Similarly, ARCT has agreed to pay $4.0 million as an expense reimbursement to us if ARCT or Realty Income terminates the agreement due to the failure of ARCT’s stockholders to approve the merger.