8-K/ARegulation FDExhibits & Filings

REALTY INCOME CORP 8-K/A Report, Regulation FD Disclosure (Jun 4, 2021)

Filed June 4, 2021For Securities:O

Summary

This filing is an amendment to a previous Current Report on Form 8-K filed by Realty Income Corporation (O). The primary purpose of this amendment is to correct the item number under which certain information was originally disclosed. Specifically, information previously reported under Item 8.01 (Other Events) is now being furnished under Item 7.01 (Regulation FD Disclosure). This pertains to a joint press release and investor presentation from April 29, 2021, announcing Realty Income's definitive agreement to acquire VEREIT, Inc. in an all-stock transaction. This reclassification clarifies that the disclosed information, including exhibits related to the merger, is not considered 'filed' for the purposes of Section 18 of the Securities Exchange Act and is not incorporated into future SEC filings.

Key Highlights

  • 1Amendment to a previous 8-K filing by Realty Income Corporation (O).
  • 2Corrects the disclosure item from 8.01 (Other Events) to 7.01 (Regulation FD Disclosure).
  • 3The amendment pertains to information related to the proposed acquisition of VEREIT, Inc.
  • 4Realty Income and VEREIT announced their definitive agreement to merge in an all-stock transaction on April 29, 2021.
  • 5Exhibits 99.1 (Joint Press Release) and 99.2 (Joint Investor Presentation) are furnished under Item 7.01.
  • 6Information furnished under Item 7.01 is not considered 'filed' for Section 18 purposes and is not incorporated into other SEC filings.
  • 7The filing emphasizes that the merger is subject to customary closing conditions and regulatory approvals.

Frequently Asked Questions

This filing is an amendment to a previous 8-K to correct the item number under which the announcement of the proposed merger with VEREIT, Inc. was disclosed. The information is being moved from Item 8.01 to Item 7.01 (Regulation FD Disclosure).

The information relates to the definitive agreement for Realty Income Corporation to acquire VEREIT, Inc. in an all-stock transaction, announced on April 29, 2021.

No, the information in Exhibits 99.1 and 99.2, which includes the merger announcement and investor presentation, is being furnished under Item 7.01. This means it is not considered 'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934 and will not be automatically incorporated into Realty Income's other SEC filings.

Investors are urged to read the registration statement on Form S-4, which will contain a joint proxy statement/prospectus, once filed with the SEC. These documents, along with other relevant filings, will be available on the SEC's website (www.sec.gov) and on Realty Income's and VEREIT's respective websites.