8-KOther EventsExhibits & Filings

REALTY INCOME CORP 8-K Report, Corporate Update (Nov 1, 2012)

Filed November 1, 2012For Securities:O

Summary

This Form 8-K filing from Realty Income Corp. (O) primarily serves to update previously filed financial information for the year ended December 31, 2011, in light of its proposed acquisition of American Realty Capital Trust, Inc. The company is reissuing historical financial statements to reflect properties sold or classified as held for sale between July 1, 2012, and September 30, 2012, as discontinued operations. Key updates include adjustments to selected financial data, Management's Discussion and Analysis (MD&A) sections related to operations and funds from operations, and specific notes within the financial statements. Notably, these reclassifications for discontinued operations are stated to have no impact on the Company's reported net income available to common stockholders, funds from operations (FFO), or adjusted funds from operations (AFFO). Additionally, the filing discloses significant debt issuances in October 2012, totaling $800 million across two senior unsecured notes.

Key Highlights

  • 1Realty Income Corp. is updating its 2011 financial statements as part of a proposed acquisition of American Realty Capital Trust, Inc.
  • 2Property sales and properties classified as held for sale from July 1, 2012, to September 30, 2012, are being treated as discontinued operations.
  • 311 properties were sold for net proceeds of approximately $15.8 million during the third quarter of 2012.
  • 4The reclassification of discontinued operations does not impact reported net income available to common stockholders, FFO, or AFFO.
  • 5The filing updates selected financial data, MD&A, and financial statements from the 2011 Form 10-K to reflect these changes.
  • 6Realty Income Corp. issued $350 million of 2.00% senior unsecured notes due 2018 and $450 million of 3.25% senior unsecured notes due 2022 in October 2012, totaling $800 million in new debt.
  • 7Updated financial information is provided as Exhibit 99.1 to this filing.

Frequently Asked Questions

The primary reason for this filing is to update historical financial statements from the 2011 Form 10-K to reflect property sales and classifications as held for sale during the third quarter of 2012 as discontinued operations, in preparation for the proposed acquisition of American Realty Capital Trust, Inc.

No, the filing explicitly states that these reclassification adjustments have no effect on the Company's reported net income available to common stockholders, funds from operations (FFO), or adjusted funds from operations (AFFO).

The company disclosed the issuance of $350 million in aggregate principal amount of 2.00% senior unsecured notes due January 2018 and $450 million in aggregate principal amount of 3.25% senior unsecured notes due October 2022, both issued in October 2012, for a total of $800 million.

No, the filing clearly states that it does not purport to update the Management's Discussion and Analysis for any other activities or events occurring after the original filing date of the 2011 Form 10-K, except for the specific reclassifications and debt issuances mentioned.