8-KRegulation FD

REALTY INCOME CORP 8-K Report, Regulation FD Disclosure (Oct 6, 2021)

Filed October 6, 2021For Securities:O

Summary

This 8-K filing from Realty Income Corporation (O) on October 6, 2021, primarily provides an update regarding the proposed merger with VEREIT, Inc. and a related spin-off of combined office assets into a new entity named Orion Office REIT Inc. The company publicly filed a draft registration statement for Orion, signaling progress in the separation of office properties. While this filing indicates forward movement, it also emphasizes that the spin-off is contingent upon several critical factors, including the successful completion of the VEREIT merger, SEC effectiveness of Orion's registration statement, stock exchange listing approval, and necessary financing.

Key Highlights

  • 1Realty Income and VEREIT are proceeding with the proposed spin-off of combined office assets into a new REIT, Orion Office REIT Inc.
  • 2A draft registration statement for Orion has been publicly filed with the SEC, indicating progress in the transaction.
  • 3The spin-off is subject to multiple conditions, including the consummation of the Realty Income-VEREIT merger, SEC effectiveness of Orion's registration, and stock exchange listing.
  • 4There is no guarantee that the spin-off will occur or as to its specific terms or timing.
  • 5The filing includes standard forward-looking statements and risk factors associated with both the merger and the spin-off.
  • 6The information provided in this Item 7.01 is not deemed "filed" for the purposes of Section 18 of the Exchange Act.

Frequently Asked Questions

The main purpose of this filing is to disclose the public filing of a draft registration statement for Orion Office REIT Inc., a planned spin-off entity that will hold the combined office assets of Realty Income and VEREIT, Inc., in connection with their proposed merger.

The spin-off is contingent upon several conditions, including the consummation of the merger between Realty Income and VEREIT, the declaration of effectiveness of Orion's registration statement by the SEC, approval for listing Orion's common stock on a national securities exchange, and the completion of necessary financings and reorganization steps.

No, the filing explicitly states that there is no assurance that the spin-off will occur, or that its final form, specific terms, or timing will be as currently contemplated. Many conditions must be met, and risks are involved.

This filing does not directly change the terms of the merger itself, but it provides an update on a related transaction (the spin-off) that is part of the overall strategy contingent upon the merger's completion.