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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 Realty Income Corp. 8-K/A:9 1/22/24 12:696K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K/A Amendment to Current Report HTML 49K 2: EX-99.1 Miscellaneous Exhibit HTML 361K 7: R1 Cover HTML 73K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- tm246284d7_8ka_htm XML 43K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 9K 4: EX-101.DEF XBRL Definitions -- o-20240122_def XML 83K 5: EX-101.LAB XBRL Labels -- o-20240122_lab XML 116K 6: EX-101.PRE XBRL Presentations -- o-20240122_pre XML 79K 3: EX-101.SCH XBRL Schema -- o-20240122 XSD 18K 10: JSON XBRL Instance as JSON Data -- MetaLinks 30± 39K 11: ZIP XBRL Zipped Folder -- 0001104659-24-024901-xbrl Zip 60K
United States
Securities
and Exchange Commission
Washington, D.C. 20549
Form i 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: i January 22, 2024
(Date of Earliest Event Reported)
(Exact name of registrant as specified in its charter)
| i Maryland | i 1-13374 | i 33-0580106 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (IRS Employer Identification No.) |
i 11995 El Camino Real, i San
Diego, i California i 92130
(Address of principal executive offices)
( i 858) i 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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Introductory Note
On January 24, 2024, Realty Income Corporation (“Realty Income”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other events and pursuant to Items 1.01, 2.01, 2.03, 3.03, 5.03 and 9.01 of Form 8-K, the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated October 29, 2023, by and among Realty Income, Saints MD Subsidiary, Inc., a Maryland corporation (“Merger Sub”), and Spirit Realty Capital, Inc., a Maryland corporation (“Spirit”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, Spirit has merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Merger” and the effective time of the Merger, the “Effective Time”). This Current Report on Form 8-K/A amends the Original Form 8-K to include an updated Item 9.01(b) Pro Forma Financial Information, which Realty Income indicated would be provided no later than 71 days from the date on which the Original Form 8-K was required to be filed.
Item 9.01 of the Original Form 8-K is hereby amended and restated in its entirety as set forth below. The Original Form 8-K otherwise remains unchanged.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements and Exhibits.
The audited consolidated financial statements of Spirit as of December 31, 2022 and 2021, and for each of the years in the three year period ended December 31, 2022 are incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Realty Income on November 27, 2023.
The unaudited consolidated financial statements of Spirit as of September 30, 2023 and for the nine month periods ended September 30, 2023 and 2022 are incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Realty Income on November 27, 2023.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of Realty Income as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022, giving effect to the Merger, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.
(d) Exhibits.
| 99.1 | Unaudited pro forma condensed combined financial statements of Realty Income as of September 30, 2023 and for the nine months ended September 30, 2023 and for the year ended December 31, 2022. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURE
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.
| Dated: February 16, 2024 | REALTY INCOME CORPORATION | |
| By: | ||
| /s/ Jonathan Pong | ||
| Jonathan Pong | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||
| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/16/24 | |||
| 1/24/24 | 8-K, SC 13G/A | |||
| For Period end: | 1/22/24 | 8-A12B, 8-K, CERT | ||
| 11/27/23 | 424B3, 425, 8-K | |||
| 10/29/23 | 8-K | |||
| 9/30/23 | 10-Q | |||
| 12/31/22 | 10-K, ARS | |||
| 9/30/22 | 10-Q | |||
| 12/31/21 | 10-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Realty Income Corp. 424B5 2:903K Toppan Merrill/FA 2/16/24 Realty Income Corp. 424B5 2:904K Toppan Merrill/FA 2/16/24 Realty Income Corp. 424B7 2:788K Toppan Merrill/FA 2/16/24 Realty Income Corp. S-3ASR 2/16/24 8:1M Toppan Merrill/FA |