8-KOther EventsExhibits & Filings

REALTY INCOME CORP 8-K Report, Corporate Update (Jun 29, 2021)

Filed June 29, 2021For Securities:O

Summary

Realty Income Corporation (O) filed this Current Report on Form 8-K to provide updated unaudited pro forma condensed combined financial statements related to its proposed merger with VEREIT, Inc. These revised financial statements supersede the previously filed ones and offer a projected view of the combined entity's financial position and performance as of and for the periods ending March 31, 2021, and December 31, 2020. Additionally, the filing addresses the ongoing litigation surrounding the proposed merger. Several lawsuits have been filed by purported stockholders of both VEREIT and Realty Income, alleging misstatements or omissions of material information in the disclosure documents. While the defendants believe these claims are without merit and intend to defend vigorously, the company acknowledges the inherent uncertainty of litigation and the potential for additional suits.

Key Highlights

  • 1Updated unaudited pro forma condensed combined financial statements for the merger with VEREIT, Inc. are being provided.
  • 2The revised pro forma financial statements supersede those previously filed on June 4, 2021.
  • 3Seven lawsuits have been filed by stockholders of VEREIT and Realty Income challenging disclosures related to the merger.
  • 4The lawsuits generally allege violations of Section 14(a) and Rule 14a-9 of the Exchange Act regarding misstatements or omissions of material information.
  • 5Some complaints also allege breaches of fiduciary duty and aiding and abetting such breaches.
  • 6Realty Income and VEREIT intend to vigorously defend against all claims, but acknowledge the uncertainty of litigation outcomes.
  • 7The company reiterates its forward-looking statements and the risks and uncertainties associated with the proposed merger and other business activities.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide updated unaudited pro forma condensed combined financial statements related to Realty Income's proposed merger with VEREIT, Inc. It also provides information regarding stockholder litigation challenging the merger's disclosures.

Pro forma financial statements are hypothetical statements that illustrate what the combined company's financial position and results of operations might have looked like if a proposed transaction (in this case, the merger with VEREIT) had occurred at an earlier date. They are based on certain assumptions and estimates and do not necessarily reflect actual future results.

The lawsuits generally allege that the disclosure documents related to the merger misstate or omit certain material information, violating federal securities laws (specifically Section 14(a) and Rule 14a-9 of the Exchange Act). Some complaints also include allegations of breach of fiduciary duty.

Realty Income and VEREIT believe that all claims asserted in the lawsuits are without merit and they intend to defend against them vigorously. However, the companies acknowledge that litigation is inherently uncertain and there can be no assurance of the outcome.