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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: January 8, 2024
(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 |
1.875% Notes due 2027 |
|
O27B |
|
New York Stock Exchange |
1.625% Notes due 2030 |
|
O30 |
|
New York Stock Exchange |
4.875% Notes due 2030 |
|
O30A |
|
New York Stock Exchange |
5.750% Notes due 2031 |
|
O31A |
|
New York Stock Exchange |
1.750% Notes due 2033 |
|
O33A |
|
New York Stock Exchange |
5.125% Notes due 2034 |
|
O34 |
|
New York Stock Exchange |
6.000% Notes due 2039 |
|
O39 |
|
New York Stock Exchange |
2.500% Notes due 2042 |
|
O42 |
|
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 ¨
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 8.01 Other Events
On January 8, 2024, Realty Income Corporation (the
“Company,” “Realty Income,” “our,” “us” or “we,” which terms include, unless
otherwise expressly stated or the context otherwise requires, its consolidated subsidiaries) provided certain updates with respect to
its recent investments, capital raising, liquidity and litigation matters, as set forth below.
Unless as otherwise indicated or the context otherwise
requires, for purposes of the following disclosures, (a) references to our “revolving credit facility” and similar references
mean our $4.25 billion unsecured revolving credit facility (excluding a $1.0 billion expansion option, which is subject to obtaining lender
commitments and other customary conditions) and references to our “commercial paper programs” and similar references mean,
collectively, our $1.5 billion U.S. Dollar-denominated unsecured commercial paper program and our $1.5 billion Euro-denominated unsecured
commercial paper program; (b) references to our “clients” mean our tenants, (c) references to “GBP,” “Sterling”
and “£” are to the lawful currency of the United Kingdom; and (d) references to “Euro” and “€”
are to the lawful currency of the European Union. For purposes of determining the aggregate amount of borrowings outstanding under our
revolving credit facility as of any specified date, borrowings denominated in GBP and Euros are translated into U.S. dollars using the
applicable exchange rates as in effect from time to time.
Acquisitions Update
During the three and twelve months ended December
31, 2023, we invested approximately $2.7 billion and $9.5 billion, respectively, in properties and properties under development, unconsolidated
joint ventures, a preferred equity investment and loans at an initial weighted average cash yield of approximately 7.6% and 7.1%, respectively.
The initial weighted average cash yield for acquisitions
of properties and properties under development is computed as contractual cash net operating income for the first twelve months following
the acquisition date, divided by the total cost of the property (including all expenses borne by us). Initial weighted average cash yield
for unconsolidated entities is computed as our pro-rata contractual cash income on the investment for the first twelve months following
the acquisition date, after deducting our pro-rata share of debt and preferred interest payments as applicable, divided by the total cost
of our common equity investment. Initial weighted average cash yield for loans receivable and preferred equity investment is computed
as contractual cash income on the loan receivable and preferred equity investment for the first twelve months following the acquisition
date, or in the case of floating rate loans, the cash yield at the time of inception. Since it is possible that a client could default
on the payment, total cost or cash yield could differ from our expectations or estimates and we cannot provide assurance that the actual
initial weighted average cash yields on the applicable investments will not be lower than those described above. These estimates are preliminary
and are based on the most current information available to management.
Liquidity and Capital Markets
ATM Equity Capital Raising
As of December 31, 2023, there were 6.2 million
shares of common stock subject to forward sale agreements through our at-the-market (“ATM”) program, representing approximately
$337.8 million in estimated net proceeds (assuming full physical settlement of all outstanding shares of common stock subject to such
forward sale agreements and certain assumptions made with respect to settlement dates), which have been executed but not settled. In addition,
year to date through December 31, 2023, we settled approximately 91.7 million shares of common stock previously sold pursuant to forward
sale agreements through our prior and current ATM programs for approximately $5.4 billion of net proceeds. Under our current ATM program,
we may offer and sell from time to time up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting
as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder,
in each case by means of ordinary brokers’ transactions on the NYSE at prevailing market prices, at prices related to prevailing
market prices or at negotiated prices or by any other methods permitted by applicable law. As of December 31, 2023, we had 81.3 million
shares remaining available for future issuance under our current ATM program.
Liquidity
As of December 31, 2023, we had a cash and cash
equivalents balance of approximately $220.3 million, including £46.0 million denominated in Sterling and €60.9 million denominated
in Euro, unsettled ATM forward equity of $337.8 million, and approximately $3.5 billion of availability under our $4.25 billion unsecured
revolving credit facility, after deducting $764.4 million in borrowings under our commercial paper programs.
Merger Litigation Update
As previously disclosed, on October 29, 2023, we
entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) with Spirit Realty Capital,
Inc., a Maryland corporation (“Spirit”), and Saints MD Subsidiary, Inc., a Maryland corporation and our wholly owned subsidiary
(“Merger Sub”). Pursuant to the terms and conditions of the Merger Agreement, upon the closing, Spirit will be merged with
and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Merger”).
Following the announcement of the Merger Agreement,
and as of the date of this Current Report on Form 8-K, purported stockholders of Spirit have filed three lawsuits challenging disclosures
related to the Merger (the “Spirit Complaints”). The Spirit Complaints are Thompson v. Spirit Realty Capital, Inc., et. al.,
Case No. 2:23cv13219 (E.D. Mich Dec 18, 2023) (the “Thompson Complaint”); Kent v. Spirit Realty Capital, Inc., et. al., Case
No. 2:23-cv-13232 (E.D. Mich Dec 19, 2023) (the “Kent Complaint”); and Snow v. Kevin Charlton, et. al., Case No. 72567/2023
(Sup. Ct. Westchester Cnty. 2023) (the “Snow Complaint”).
The Thompson and Kent Complaints name Spirit and
the members of the Spirit board of directors as defendants. The Snow Complaint names Spirit, the members of the Spirit board of directors
and Realty Income as defendants.
The Thompson and Kent Complaints allege that Spirit
and the members of the Spirit board of directors violated Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”)
and Rule 14a-9 promulgated thereunder by preparing and disseminating a registration statement that misstates or omits certain allegedly
material information. They also allege that the members of the Spirit board of directors violated Section 20(a) of the Exchange Act by
causing Spirit to disseminate a misleading registration statement.
The Snow Complaint alleges violations of Maryland
state law based on alleged breaches of fiduciary duty, allegedly misleading statements and omissions in the proxy statement/prospectus
related to the Merger (the “proxy statement/prospectus”), and alleged aiding and abetting of such violations. It also alleges
a claim under New York law for negligent misrepresentation and concealment.
Each of the Spirit Complaints seeks, among other
things, injunctive relief enjoining Spirit from holding the stockholder vote to approve the Merger and/or the consummation of the Merger,
rescission or rescissory damages in the event the Merger is consummated, and an award of the plaintiff’s costs, including attorneys’
and experts’ fees.
In addition to the Spirit Complaints, beginning
on December 19, 2023, purported stockholders of Spirit sent demand letters (the “Demands,” and together with the Spirit Complaints,
the “Matters”) alleging similar deficiencies regarding the disclosures made in the proxy statement/prospectus.
All of the defendants believe that the Matters
are without merit. However, litigation is inherently uncertain and there can be no assurance regarding the likelihood that the defendants’
defense of the actions will be successful. Additional lawsuits arising out of the Merger may also be filed in the future. While Spirit
and Realty Income believe that the disclosures set forth in the proxy statement/prospectus comply fully with applicable law, to moot plaintiffs’
disclosure claims and to avoid nuisance, potential expense and delay, Spirit and Realty Income intend to voluntarily supplement the proxy
statement/prospectus with supplemental disclosures.
Forward-Looking Statements
This Current Report on Form 8-K contains 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,” “continue,” “should,” “may,” “likely,”
“plans,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions
of our business and portfolio (including our growth strategies and our intention to acquire or dispose of properties including the timing
and terms), re-leases, re-development and speculative development of properties and expenditures related thereto; future operations and
results; the announcement of operating results, strategy, plans, and the intentions of management; trends in our business, including trends
in the market for long-term leases of freestanding, single-client properties; and statements regarding the anticipated or projected impact
of our proposed Merger, if consummated, on our business, results of operations, financial condition or prospects). Forward-looking statements
regarding the anticipated or projected impact of the proposed Merger may include, without limitation, statements regarding potential impacts
on our adjusted funds from operations, general and administrative and other corporate expenses, leverage ratios and other credit metrics
if the Merger is consummated; potential changes in our interest expense from refinancing or repaying outstanding Spirit indebtedness or
preferred equity subsequent to the Merger, if consummated, and potential interest rates at which such indebtedness and preferred equity
could be refinanced; statements regarding the potential impact of the Merger, if consummated, on our cash flow and dividend coverage durability;
and pro forma information regarding the combined company assuming the Merger is consummated. Likewise, all such pro forma financial statements
and other pro forma information has been prepared on the basis of certain assumptions and estimates and is subject to other uncertainties
and does not purport to reflect what our actual results of operations or financial condition or this other pro forma information would
have been had the Merger been consummated on the dates assumed for purposes of such pro forma financial statements and information or
to be indicative of our financial condition, results of operations or metrics as of or for any future date or period. In that regard,
there can be no assurance that the proposed Merger will be consummated on the terms or timeline currently contemplated, or at all.
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, economic, or financial conditions; competition; fluctuating interest and currency rates;
inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding; 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, increased client bankruptcies, 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 domestic and
foreign income tax laws and rates; our clients’ solvency; property ownership through joint ventures and partnerships which may limit
control of the underlying investments; current or future epidemics or pandemics, measures taken to limit their spread, the impacts on
us, our business, our clients (including those in the theater and fitness industries), and the economy generally; the loss of key personnel;
the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; the structure,
timing and completion of the announced Merger between our subsidiary and Spirit and any effects of the announcement, pendency or completion
of the announced Merger, including the anticipated benefits therefrom; 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 herein. We do not undertake any obligation to update
forward-looking statements or 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.
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: January 8, 2024 |
REALTY INCOME CORPORATION |
|
|
|
|
By: |
/s/ Bianca Martinez |
|
|
Bianca Martinez |
|
|
Senior Vice President, Associate General Counsel and Assistant Secretary |
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