What is the primary purpose of this 8-K filing?

This 8-K filing by Realty Income Corporation is primarily to report on the issuance of up to 2,990,000 shares of its common stock, conducted under an existing shelf registration statement. It also includes related legal documentation such as the purchase agreement with underwriters.

How does this stock issuance affect existing shareholders?

The issuance of new shares will likely lead to dilution for existing shareholders, meaning their percentage ownership of the company will decrease. However, the capital raised could be used for strategic investments, potentially leading to future growth in the company's value and earnings.

What are the implications of using a shelf registration statement?

Using a shelf registration statement allows the company to efficiently offer securities to the public over a period without needing to file a new registration statement each time. This indicates Realty Income had pre-approved the flexibility to issue equity as needed.

Who are the key underwriters involved in this offering?

The key underwriters involved in this offering include Merrill Lynch & Co., Salomon Smith Barney Inc., Credit Suisse First Boston Corporation, A.G. Edwards & Sons, Inc., Ferris, Baker Watts, Incorporated, and First Union Securities, Inc., acting as representatives for the syndicate.

O 8-K SEC Disclosure — Oct 22, 2001

Summary

Realty Income Corporation (O) filed an 8-K report on October 22, 2001, to announce the issuance of up to 2,990,000 shares of its common stock. This issuance is being conducted under the company's existing shelf registration statement on Form S-3, which was initially filed in June 1999. The filing details the purchase agreement with several underwriters, including Merrill Lynch & Co. and Salomon Smith Barney Inc., indicating a public offering to raise capital. This event signals Realty Income's proactive approach to capital management and potential portfolio expansion or debt reduction through equity issuance. Investors should note that such offerings can dilute existing shareholders' ownership but also provide the company with resources for growth opportunities. The specific use of proceeds is not detailed in this 8-K, but typically, REITs utilize such capital for property acquisitions or development.

Key Highlights

1Realty Income Corporation is issuing up to 2,990,000 shares of common stock.
2The stock issuance is conducted under a previously filed shelf registration statement (Form S-3).
3The offering is being managed by a syndicate of underwriters, including Merrill Lynch & Co. and Salomon Smith Barney Inc.
4This filing indicates a public offering of equity to raise capital.
5The effective date of the transaction is linked to the purchase agreement dated October 18, 2001.
6Legal opinions and consents from Latham & Watkins are included as exhibits.
7The company is incorporated in Maryland.

REALTY INCOME CORP 8-K Report (Oct 22, 2001)

Summary

Key Highlights

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