Current Report Filing (8-k)
22 Ottobre 2021 - 10:39PM
Edgar (US Regulatory)
0000726728
false
0000726728
2021-10-22
2021-10-22
0000726728
us-gaap:CommonStockMember
2021-10-22
2021-10-22
0000726728
o:Notes1.125PercentDue2027Member
2021-10-22
2021-10-22
0000726728
o:Notes1.625PercentDue2030Member
2021-10-22
2021-10-22
0000726728
o:Notes1.750PercentDue2033Member
2021-10-22
2021-10-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
United States
Securities and
Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: October 22, 2021
(Date of Earliest Event Reported)
REALTY
INCOME CORPORATION
(Exact name of registrant as specified in
its charter)
Maryland
|
|
1-13374
|
|
33-0580106
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
11995 El Camino Real, San Diego, California 92130
(Address of principal executive offices)
(858) 284-5000
(Registrant’s telephone number, including area code)
N/A
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
|
|
Trading
symbol
|
|
Name
of Each Exchange On Which Registered
|
Common Stock, $0.01 Par value
|
|
O
|
|
New York Stock Exchange
|
1.125% Notes due 2027
|
|
O27A
|
|
New York Stock Exchange
|
1.625% Notes due 2030
|
|
O30
|
|
New York Stock Exchange
|
1.750% Notes due 2033
|
|
O33A
|
|
New York Stock Exchange
|
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01.
|
Regulation FD Disclosure.
|
On October 22, 2021, Realty Income Corporation
(the “Company” or “Realty Income”) issued a press release announced the anticipated closing date for its pending
merger with VEREIT, Inc. (“VEREIT”)and establishment of the record date and distribution date for the distribution of the shares of common stock of Orion
Office REIT, Inc. (“Orion”) to the holders of the Company’s common stock in connection previously announced spin-off
of the Company’s combined office properties to Orion. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
by reference into this Item 7.01.
Forward-Looking Statements
This Current Report on Form 8-K and the
exhibit hereto 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. These forward-looking statements, which are based on current expectations, estimates and projections
about the industry and markets in which Realty Income and VEREIT, operate and beliefs of and assumptions
made by Realty Income management and VEREIT management, involve uncertainties that could significantly affect the financial
condition or operating results of Realty Income, VEREIT, the combined company that will be formed by the announced mergers between Realty Income and VEREIT (the “Mergers”), if consummated, or
any company spun-off by the combined company. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “will,” and variations of
such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements
include, but are not limited to, statements about the benefits of the proposed transactions involving Realty Income and VEREIT,
including future financial condition and operating results, plans, objectives, expectations and intentions. All statements that
address operating performance, events or developments that we expect or anticipate will occur in the future - including statements
relating to creating value for stockholders, benefits of the proposed transactions to clients, employees, stockholders and other
constituents of the combined company, integrating our companies, cost savings and the expected timetable for completing the proposed
transactions, including the anticipated spin-off of the combined office properties of Realty Income and VEREIT to Orion (the
“Spin-Off”) - are forward-looking statements. These statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any
forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and,
therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking
statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks
associated with the ability to consummate the proposed Mergers and the timing of the closing of the proposed Mergers and/or the
Spin-Off; the ability to secure favorable interest rates on any borrowings incurred in connection with the proposed transactions;
the impact of indebtedness incurred in connection with the proposed transactions; the ability to successfully integrate our
operations and employees with those of VEREIT; the ability to realize anticipated benefits and synergies of the proposed
transactions as rapidly or to the extent anticipated by financial analysts or investors; potential liability for a failure to meet
regulatory or tax-related requirements, including the maintenance of REIT status; material changes in the dividend rates on
securities or the ability to pay dividends on common shares or other securities; potential changes to tax legislation; changes in
demand for developed properties; adverse changes in the financial condition of joint venture partner(s) or major tenants; risks
associated with the acquisition, development, expansion, leasing and management of properties; risks associated with the ability to
consummate the Spin-off of Orion and the terms thereof, and the timing of the closing of the proposed Spin-Off; risks associated
with the ability to consummate any sales of office property assets of the Company and VEREIT and the impact of such sales on Orion
or the combined company; failure to obtain debt financing to capitalize Orion; risks associated with the geographic concentration of
the Company, VEREIT or Orion; risks associated with the industry concentration of tenants; the potential impact of announcement of
the proposed transactions or consummation of the proposed transactions on business relationships, including with clients, employees,
customers and competitors; unfavorable outcomes of any legal proceedings (including those described above) that have been or may be
instituted against Realty Income, VEREIT or any company spun-off by the combined company; costs related to uninsured losses,
condemnation, or environmental issues; the ability to retain key personnel; costs, fees, expenses and charges related to the
proposed transactions and the actual terms of the financings that may be obtained in connection with the proposed transactions;
changes in local, national and international financial markets, insurance rates and interest rates; general adverse economic and
local real estate conditions; the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency
or a general downturn in their business; foreign currency exchange rates; increases in operating costs and real estate taxes;
changes in dividend policy or ability to pay dividends for the Company's or VEREIT’s common stock or preferred stock;
impairment charges; unanticipated changes in the Company's or VEREIT’s intention or ability to prepay certain debt prior to
maturity and/or hold certain securities until maturity; pandemics or other health crises, such as coronavirus (COVID-19); and those
additional risks and factors discussed in reports filed with the SEC by Realty Income. Moreover, other risks and uncertainties of
which Realty Income or VEREIT are not currently aware may also affect these forward-looking statements and may cause actual results
and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are
made only as of the date hereof or as of the dates indicated in the forward-looking statements. The Company undertakes no obligation
to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The foregoing information in
this Item 7.01, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of
the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such
filing.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
REALTY INCOME CORPORATION
|
|
|
Date:
|
October 22, 2021
|
By:
|
/s/ Michelle Bushore
|
|
|
Michelle Bushore
|
|
|
Executive Vice President, Chief Legal Officer, General Counsel and Secretary
|
|
|
|
|
Grafico Azioni Realty Income (NYSE:O)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Realty Income (NYSE:O)
Storico
Da Apr 2023 a Apr 2024