Realty Income Corp 8-K, filed Oct 22, 2021
Realty Income Corp (O)
About this 8-K
Realty Income Corp filed this 8-K on October 22, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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| 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.
| Exhibit No |
Description | |
| 99.1 | Press Release, dated October 22, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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 | |||
Exhibit 99.1
REALTY INCOME AND VEREIT ANNOUNCE ANTICIPATED
CLOSING DATE FOR MERGER AND
REALTY INCOME SETS RECORD AND DISTRIBUTION DATES FOR SPIN-OFF
SAN DIEGO and PHOENIX, October 22, 2021....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, and VEREIT, Inc. (NYSE: VER) (“VEREIT”) today announced that they anticipate closing their previously announced merger on November 1, 2021. In addition, the Registration Statement on Form 10 associated with the previously announced plan to spin-off substantially all the office assets from Realty Income and VEREIT, filed under the newly created company Orion Office REIT Inc. (NYSE: ONL) (“Orion”), is effective as of today, October 22, 2021. Realty Income has declared November 2, 2021 as the record date for the spin-off and November 12, 2021 as the distribution date for the spin-off.
The dates set forth above may be delayed subject to satisfaction or waiver of the conditions to the merger and spin-off. The spin-off will be accomplished via a pro rata dividend of one share of Orion common stock for every ten shares of Realty Income common stock outstanding as of the record date for the spin-off. For purposes of the spin-off, the outstanding Realty Income common stock on the record date will include the shares of Realty Income common stock received by VEREIT common stockholders in connection with the consummation of the merger. Realty Income stockholders will receive cash in lieu of fractional shares in the spin-off.
Realty Income and VEREIT stockholders are urged to consult their financial and tax advisors regarding the particular consequences of the merger and spin-off in their situation, including, without limitation, the specific implications of selling shares of Orion stock and the applicability and effect of any U.S. federal, state, local and foreign tax laws. Realty Income stockholders who hold common stock on the record date and decide to sell any of their Realty Income common stock before the spin-off date should consult with their stockbroker, bank, or other nominee to understand whether the shares of Realty Income common stock will be sold with or without the entitlement to Orion common stock pursuant to the spin-off.
No action is required by Realty Income or VEREIT stockholders in order to receive shares of Orion stock in the spin-off. For additional information regarding the spin-off, please consult the full Registration Statement on Form 10 and other information that may be filed by Orion with the Securities and Exchange Commission (“SEC”). For additional information about the merger, please consult the Joint Proxy Statement / Prospectus filed by Realty Income with the SEC.
About Realty Income
Realty Income, The Monthly Dividend Company®, is an S&P 500 company and member of the S&P 500 Dividend Aristocrats® index. We invest in people and places to deliver dependable monthly dividends that increase over time. The company is structured as a REIT, and its monthly dividends are supported by the cash flow from over 6,700 real estate properties owned under long-term lease agreements with commercial clients. To date, the company has declared 616 consecutive common stock monthly dividends throughout its 52-year operating history and increased the dividend 112 times since Realty Income's public listing in 1994 (NYSE: O). Additional information about the company can be obtained from the corporate website at www.realtyincome.com.
About VEREIT
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. The Company has total real estate investments of $14.5 billion including approximately 3,900 properties and 88.9 million square feet. VEREIT's business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. VEREIT is a publicly traded Maryland corporation listed on the New York Stock Exchange. VEREIT uses, and until the merger closes intends to continue to use, its Investor Relations website, which can be found at www.VEREIT.com, as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Additional information about VEREIT can be found through social media platforms such as Twitter and LinkedIn.
Forward-Looking Statements
Statements in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause our actual future results to differ materially from expected results. These risks include, among others, general economic conditions, domestic and foreign real estate conditions, client financial health, the availability of capital to finance planned growth, volatility and uncertainty in the credit markets and broader financial markets, changes in foreign currency exchange rates, property acquisitions and the timing of these acquisitions, the structure, timing and completion of the announced mergers between Realty Income and VEREIT, Inc. and/or the anticipated spin-off of the office properties of Realty Income and VEREIT, Inc., and any effects of the announcement, pendency or completion of the announced mergers and/or spin-off, including the anticipated benefits therefrom, charges for property impairments, the effects of the COVID-19 pandemic and the measures taken to limit its impact, the effects of pandemics or global outbreaks of contagious diseases or fear of such outbreaks, the ability of clients to adequately manage their properties and fulfill their respective lease obligations to Realty Income or VEREIT, and the outcome of any legal proceedings to which Realty Income or VEREIT are a party, as described in their respective filings with the Securities and Exchange Commission. Consequently, forward-looking statements should be regarded solely as reflections of Realty Income’s or VEREIT’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. Neither Realty Income nor VEREIT undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.
Realty Income Investors:
Jonathan Pong, CFA, CPA
SVP, Head of Corporate Finance
(858) 284-5177
VEREIT Investors:
Bonni Rosen
Senior Vice President, Investor Relations
BRosen@VEREIT.com
(212) 590-3940
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