Realty Income Corporation · NYSE:O

Realty Income — Merger or Acquisition (April 2021)

16 slides from Realty Income's merger presentation, Apr 29, 2021

  1. Slide 1: Realty Income to Combine With VEREIT

    Realty Income to Combine With VEREIT Further Distancing Itself as the Preeminent Net Lease REIT April 29, 2021

  2. Slide 2: Forward-Looking Statements

    + Forward-Looking Statements This communication may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. The

  3. Slide 3: Transaction Overview

    + Transaction Overview • All-stock acquisition by Realty Income Corporation (“Realty Income”) of VEREIT, Inc. (“VEREIT”), (the “Merger”) • VEREIT’s shareholders to receive 0.705 of a share of Realty Income for each VEREIT common share Transaction Details • Pro forma ownership of ~70% for Realty Inco

  4. Slide 4: A Powerful Combination

    + A Powerful Combination •1 Immediately AFFO Accretive – 10%+ accretive relative to the midpoint of Realty Income’s 2021 AFFO per share guidance •2 Scale Driving Growth – Accelerates growth and client diversification, provides further runway for core clients to grow, and adds complementary investmen

  5. Slide 5: Significant Accretion for Shareholders

    + Significant Accretion for Shareholders Multiple AFFO levers to drive 10%+ AFFO per share accretion to shareholders on a leverage neutral basis Enhanced Debt Refinancing Opportunities Investment Platform  Incremental opportunity to refinance Operating Cost Savings ~$6 billion of VEREIT debt with a

  6. Slide 6: Benefits of Scale: Overhead Efficiency and Growth Flexibility

    + Benefits of Scale: Overhead Efficiency and Growth Flexibility G&A Benchmarking (as a % of Gross Real Estate Value)1 Larger Size Creates Growth Optionality Net Lease Universe 2 Transaction Size & Impact to Rent Concentration Includes ($ in mm) estimated Larger Asset Base Cements Position as Lowest

  7. Slide 7: Complementary Real Estate Portfolios Result in Greater Diversity

    + Complementary Real Estate Portfolios Result in Greater Diversity for Realty Income Capacity Growth Example: Top Industries Top Tenants Convenience Stores Before Transaction1 After Transaction Before Transaction1 After Transaction % of % of % of % of Rank Industry Industry Rank Tenant Tenant Rent R

  8. Slide 8: Sustainable Cost of Capital Advantage & Material Refinancing Synergies

    + Sustainable Cost of Capital Advantage & Material Refinancing Synergies Pro Forma Debt Maturity Profile1 ($ in mm) VEREIT capital structure includes ~$2.7bn of preferred Realty Income enjoys a ~40-45 bps G-Spread2 benefit equity and maturing debt through 2025 with a weighted compared to VEREIT on i

  9. Slide 9: Quantifying the Refinancing Opportunity

    + Quantifying the Refinancing Opportunity Superior credit ratings and ability to issue in lower- yielding international markets provide natural organic growth lever for future value creation $ ₤ € Illustrative Outcomes Based on Current Indicatives… ($ in mm) Cumulative Annualized Interest Expense Ac

  10. Slide 10: Dependable Dividends That Grow Over Time

    + Dependable Dividends That Grow Over Time Steady dividend track record supported by inherently stable business model, disciplined execution One of only three REITs included in the S&P 500 Dividend Aristocrats® index 94 Consecutive quarterly increases $2.81 $2.82 $2.73 $2.65 110 Total increases sinc

  11. Slide 11: Track Record of Favorable Returns to Shareholders

    + Track Record of Favorable Returns to Shareholders Since 1994 NYSE listing, Realty Income shares have outperformed benchmark indices Compound Average Annual Total Shareholder Return Since 1994 0.4 Beta vs. S&P 500 15.2% Since ‘94 NYSE Listing1 +3.8% +4.3% +4.7% +4.8% 95th Percentile Return per Unit

  12. Slide 12: Preserves Fortress Balance Sheet Supporting Growth and Resiliency

    + Preserves Fortress Balance Sheet Supporting Growth and Resiliency Key Credit Highlights • Leverage neutral transaction / Net lease industry leading A3 Moody’s / A- S&P credit ratings and expected 5.5x leverage ratio1 • One of eight REITs with ‘A’ ratings from two major agencies • Meaningful value

  13. Slide 13: Leading Net Lease REIT Ranked 6th Among RMZ Constituents

    + Leading Net Lease REIT Ranked 6th Among RMZ Constituents ENTERPRISE VALUE ($BN)1 – NET LEASE INDUSTRY ~$50 $33.1 Extends Realty Income’s Lead in $19.6 the Net Lease REIT Sector $15.6 $13.2 $11.7 $7.9 $5.6 $4.5 $3.6 $3.0 O + VER O WPC VER STOR NNN SRC ADC BNL EPRT FCPT + EQUITY MARKET CAPITALIZATIO

  14. Slide 14: Key Metrics Made Even Stronger Through Combination

    + Key Metrics Made Even Stronger Through Combination “Pro Forma Realty Income” 1 1 2 + Total Enterprise Value ($bn) $33 $16 ~$50 # of Properties 6,592 3,831 ~10,300 Portfolio Annualized Contractual Rent $1.7 $1.1 $2.5 ($bn) WALT (yrs) 9.0 8.4 9.0 Occupancy (%) 98% 98% 98% Top 10 Client Concentration

  15. Slide 15: Separation of Office Assets into New Publicly-Traded Company

    + Separation of Office Assets into New Publicly-Traded Company Separation Overview and Go-Forward Opportunity SpinCo Key Stats  Office industry investment is not in the long term plans for Pro Forma Realty Income and substantially all of the companies’ office assets1 expected to be spun off Total #

  16. Slide 16: Go Forward Business Strategy

    + + Immediately AFFO Accretive Go Forward Business Strategy Portfolio Philosophy Client Focus Credit Profile Scale Driving Growth  Maintain A3/A-  Retail clients that  Continue to curate credit ratings with have a service, non- best-in-class target leverage in Amplifies Cost of Capital Advantages

Realty Income — Merger or Acquisition (April 2021) on 6ix