Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Financials · Opeators of Nonresidential Buildings

Realty Income Corp to acquire Spirit Realty Capital, Inc.

Announced Oct 30, 2023 · Closed Jan 23, 2024

Deal value$9.30BEV $9.30B
Premium15.4%To unaffected price
EV / Adj. EBITDA—12.5x EV / Revenue
ConsiderationAll stock$37.34 per share

Transaction

Acquirer
Realty Income Corp (O)
Target
Spirit Realty Capital, Inc.
Buyer type
Strategic
Offer price per share
$37.34
Enterprise value
$9.30B
Status
Closed Jan 23, 2024

Deal protections

Break fee (target pays)
$174M · 1.9%
Reverse fee (buyer pays)
—
Go-shop
No-shop
Financing
—

Advisors

To the acquirer
Wells Fargo
To the target
JPMorgan, Morgan Stanley
Morgan Stanley fee
$25.0M

Sector context · Financials

Comparable deals
65 in the prior 24 months
Premium
15.4% vs. 34.5% sector median
EV / Adj. EBITDA
Sector median 22.5x
Break fee
1.9% vs. 3.0% sector median

Timeline

  1. AnnouncedOct 30, 2023
  2. Proxy filedDec 19, 2023
  3. Definitive proxyDec 19, 2023
  4. Shareholder voteJan 19, 2024
  5. ClosedJan 23, 2024

Valuation · fairness opinions

Discounted cash flow$32.23$43.67
Discounted cash flow$47.56$69.98
Premiums paid$37.01$40.64
Analyst price targets$31.56$42.61
Offer $37.34

Implied value per Spirit Realty Capital, Inc. share by analysis, from Morgan Stanley.

Sources
  • 8-K (EX-99.1) · Oct 30, 2023
  • 425 (EX-99.1) · Oct 30, 2023
  • 425 (EX-99.1) · Oct 30, 2023

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.