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

The primary purpose of this 8-K filing is to provide investors with updated financial information and supplemental risk factors related to Realty Income's proposed merger with VEREIT, Inc. This includes financial statements of VEREIT and pro forma combined financial statements for Realty Income.

What financial statements are being provided for VEREIT?

The filing includes audited consolidated financial statements for VEREIT and VEREIT Operating Partnership, L.P. for the years ended December 31, 2020, 2019, and 2018, and as of December 31, 2020 and 2019. It also includes unaudited financial statements as of March 31, 2021, and for the three-month periods ended March 31, 2021, and 2020.

Are the pro forma financial statements indicative of future results?

No, the unaudited pro forma condensed combined financial statements are prepared based on certain assumptions and estimates and are subject to uncertainties. They do not purport to reflect what the actual results of operations or financial condition would have been had the mergers been consummated on the assumed dates, nor do they predict future financial performance.

Where can I find more detailed information about the risks associated with the merger?

Supplemental risk factors related to the merger are included as Exhibit 99.4 to this Current Report on Form 8-K. Additionally, a joint proxy statement/prospectus was filed with the SEC on Form S-4, which contains further details regarding the proposed mergers.

O 8-K SEC Disclosure — Jun 4, 2021

Summary

Realty Income Corporation (O) has filed a Current Report on Form 8-K on June 4, 2021, primarily to provide updated financial information and supplemental risk factors related to its previously announced merger with VEREIT, Inc. The filing includes audited and unaudited financial statements for VEREIT and its operating partnership, as well as unaudited pro forma condensed combined financial statements of Realty Income, giving effect to the proposed merger. These disclosures are crucial for investors to assess the financial standing of the target company and the projected financial impact of the combination. The report also incorporates supplemental risk factors, originally filed as part of the Form S-4 registration statement. These risks are important for investors to understand the potential challenges and uncertainties associated with the merger and the integration of the two companies. Realty Income emphasizes that the pro forma financial statements are based on assumptions and estimates and do not necessarily reflect the actual future financial condition or results of operations of the combined entity. The filing reinforces the forward-looking nature of many statements concerning the merger and its benefits.

Key Highlights

1Filing includes audited financial statements of VEREIT and VEREIT OP for the years ended December 31, 2020, 2019, and 2018, and as of December 31, 2020 and 2019.
2Filing includes unaudited financial statements of VEREIT and VEREIT OP as of March 31, 2021, and for the three-month periods ended March 31, 2021, and 2020.
3Filing provides unaudited pro forma condensed combined financial statements for Realty Income as of and for the three-month period ended March 31, 2021, and for the year ended December 31, 2020, reflecting the proposed merger with VEREIT.
4Supplemental risk factors related to the merger are included as an exhibit.
5The company is providing this financial information to support its previously disclosed merger agreement with VEREIT.
6All statements regarding the merger and its anticipated benefits are considered forward-looking and subject to various risks and uncertainties.
7The filing does not constitute an offer to sell or a solicitation of an offer to buy securities.

REALTY INCOME CORP 8-K Report, Corporate Update (Jun 4, 2021)

Summary

Key Highlights

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