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Merger with Spirit Realty Capital, Inc (Tables)
 3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [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 Ratio0.762
Shares of Realty Income common stock issued108,308,064
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 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 (2)
$(24,751)
Consideration transferred$6,186,284 
(1) Includes 142,136,567 shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at 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 (2) below.
(2) 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 merger date. The fair value attributable to pre-combination services was $41.7 million and is included in the consideration transferred above.
Schedule of Preliminary Estimated Fair Values of the Assets Acquired and Liabilities Assumed at the Date of Acquisition
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):
ASSETS
Land$1,853,895 
Buildings and improvements4,859,162 
Total real estate held for investment6,713,057 
Real estate and lease intangibles held for sale35,650 
Cash and cash equivalents93,683 
Accounts receivable12,959 
Lease intangible assets (1)
2,214,615 
Goodwill1,259,864 
Other assets174,672 
Total assets acquired$10,504,500 
LIABILITIES
Accounts payable and accrued expenses$56,407 
Lease intangible liabilities (2)
378,369 
Other liabilities101,954 
Term loan1,300,000 
Notes payable2,481,486 
Total liabilities assumed$4,318,216 
Net assets acquired, at fair value$6,186,284 
Total purchase price$6,186,284 
(1) The weighted average amortization period for acquired lease intangible assets is 10.8 years.
(2) The weighted average amortization period for acquired lease intangible liabilities is 8.3 years.
Schedule of Pro Forma Information
The following unaudited pro forma information presents a summary of our combined results of operations for the three months ended March 31, 2024 and 2023, respectively, as if our merger with Spirit had occurred on January 1, 2023 (in millions, except per share data). The following 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,
20242023
Total revenues$1,307.7 $1,133.6 
Net income$234.4 $195.9 
Basic and diluted earnings per share$0.27 $0.25