XML 43 R32.htm IDEA: XBRL DOCUMENT
v3.25.1

Merger with Spirit Realty Capital, Inc. (Tables) | 3 Months Ended
--- | ---
Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Schedule of Fair Value of the Consideration Transferred on the Date of the Acquisition | The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data):
Shares of Spirit common stock exchanged (1) |  | 142,136,567 |
Exchange Ratio |  | 0.762
Shares of Realty Income common stock issued |  | 108,308,064
Opening price of Realty Income common stock on January 23, 2024 |  | $ | 55.80 |
Fair value of Realty Income common stock issued to the former holders of Spirit common stock |  | $ | 6,043,590 |
Shares of Realty Income Series A Preferred Stock issued in exchange for Spirit Series A Preferred Stock (2) |  | 6,900,000 |
Opening price of Realty Income Series A Preferred Stock on January 23, 2024 |  | $ | 24.26 |
Fair value of Realty Income Series A Preferred Stock issued to the former holders of Spirit Series A Preferred Stock |  | $ | 167,394 |
Cash paid for fractional shares |  | $ | 51 |
Less: Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (3) |  | $ | (24,751) |
Consideration transferred |  | $ | 6,186,284 |
(1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the effective time of the Merger (the “Effective Time”) at an Exchange Ratio of 0.762 per share of Spirit common stock. The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (3) below. (2) In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding. (3) Represents the fair value of fully vested Spirit restricted stock and performance share awards that were accelerated and converted into Realty Income common stock at the Effective Time, reflecting the value attributable to post-combination services. Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the date of the Merger. The fair value attributable to pre-combination services was $41.7 million and is included in the consideration transferred above.
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma information presents a summary of our combined results of operations for the three months ended March 31, 2024, as if the Merger had occurred on January 1, 2023 (in millions, except per share data). The pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
|  |  |  |  |  |  | Three months ended March 31, |  |
|  |  |  |  |  |  | 2024 |  |
Total revenues |  |  |  |  |  |  | $ | 1,307.7 |  |  |
Net income |  |  |  |  |  |  | $ | 234.4 |  |  |
Basic and diluted earnings per share |  |  |  |  |  |  | $ | 0.27 |  |  |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration