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Realty Income Corp. – ‘8-K’ for 10/3/22

On:  Wednesday, 10/5/22, at 6:04am ET   ·   For:  10/3/22   ·   Accession #:  1104659-22-106107   ·   File #:  1-13374

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/05/22  Realty Income Corp.               8-K:8,9    10/03/22   12:586K                                   Toppan Merrill/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     40K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    265K 
 7: R1          Cover                                               HTML     60K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- tm2227092d5_8k_htm                  XML     28K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- o-20221003_def                   XML     78K 
 5: EX-101.LAB  XBRL Labels -- o-20221003_lab                        XML    114K 
 6: EX-101.PRE  XBRL Presentations -- o-20221003_pre                 XML     75K 
 3: EX-101.SCH  XBRL Schema -- o-20221003                            XSD     16K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               28±    36K 
12: ZIP         XBRL Zipped Folder -- 0001104659-22-106107-xbrl      Zip     81K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



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United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Form  i 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

   

Date of report:  i October 3, 2022

(Date of Earliest Event Reported)

 

 i REALTY INCOME CORPORATION

(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:

 

 

Title of each class   Trading symbol   Name of Each Exchange On Which
Registered
 i Common Stock, $0.01 Par Value    i O    i New York Stock Exchange
 i 1.125% Notes due 2027    i O27A    i New York Stock Exchange
 i 1.875% Notes due 2027    i O27B    i New York Stock Exchange
 i 1.625% Notes due 2030    i O30    i New York Stock Exchange
 i 1.750% Notes due 2033    i O33A    i New York Stock Exchange
 i 2.500% Notes due 2042    i O42    i 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  i ¨

 

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. ¨

 

 

 C: 

 

 

 

Item 8.01 Other Events

 

On October 3, 2022, Realty Income Corporation (the “Company”) entered into a purchase agreement with Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives (the “Representatives”) of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of its 5.625% Notes due 2032. The offering is anticipated to close on October 13, 2022, subject to the satisfaction of customary closing conditions.

 

Forward-Looking Statements

 

This Current Report on Form 8-K may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used herein, the words "estimated," "anticipated," "expect," "believe," "intend," “preliminary,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements also include discussions of our business and portfolio including future operations and results, the announcement of operating results, strategy, plans, and the intentions of management. Forward-looking statements are subject to risks, uncertainties, and assumptions about us, which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business and economic conditions; competition; fluctuating interest and currency rates; access to debt and equity capital markets; continued volatility and uncertainty in the credit markets and broader financial markets; other risks inherent in the real estate business including our clients' defaults under leases, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters; impairments in the value of our real estate assets; changes in income tax laws and rates; the continued evolution of the COVID-19 pandemic and the measures taken to limit its spread, and its impacts on us, our business, our clients (including those in the theater industry), or the economy generally; the timing and pace of reopening efforts at the local, state and national level in response to the COVID-19 pandemic and developments, such as the unexpected surges in COVID-19 cases, that cause a delay in or postponement of reopenings; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; any effects of uncertainties regarding whether the anticipated benefits or results of our merger with VEREIT, Inc. will be achieved; and those additional risks and factors discussed in our reports filed with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements. Those forward-looking statements are not guarantees of future plans and performance and speak only as of the date of this report. Actual plans and operating results may differ materially from what is expressed or forecasted in this press release. We do not 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. 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

1.1   Purchase Agreement, dated October 3, 2022 between the Representatives of the Underwriters and the Company.
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 C: 

 

 

 

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: October 5, 2022 REALTY INCOME CORPORATION
     
  By: /s/ Bianca Martinez
    Bianca Martinez
    Senior Vice President, Associate General Counsel and Assistant Secretary

 

 C: 

 

 

 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
10/13/22
Filed on:10/5/22424B5
For Period end:10/3/22424B5,  8-K,  FWP
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