Spirit Realty Capital, Inc.

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Ademi LLP is investigating Spirit Realty (NYSE: SRC) for possible breaches of fiduciary duty and other violations of law in its transaction with Realty Income.

In the transaction, Spirit Realty stockholders are expected to receive only 0.762 newly-issued Realty Income common shares for each Spirit Realty common share they own in an all-stock transaction valued at an enterprise value of approximately $9.3 billion. At closing, this will result in Realty Income and Spirit Realty shareholders owning approximately 87% and 13%, respectively, of the combined company. The transaction agreement unreasonably limits competing transactions for Spirit Realty by imposing a significant penalty if Spirit Realty accepts a competing bid. Spirit Realty insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Spirit Realty’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.