8-KRegulation FDExhibits & Filings

REALTY INCOME CORP 8-K Report, Regulation FD Disclosure (Oct 22, 2021)

Filed October 22, 2021For Securities:O

Summary

Realty Income Corporation (O) filed an 8-K on October 22, 2021, primarily to disclose updates regarding its pending merger with VEREIT, Inc. The press release, furnished as an exhibit, announced the anticipated closing date for the merger, the record date, and the distribution date for the spin-off of Orion Office REIT, Inc. (Orion). This spin-off will involve the distribution of shares of Orion common stock to Realty Income's stockholders, comprising the combined office properties of both Realty Income and VEREIT. Investors should note that these announcements pertain to forward-looking statements, detailing the expected timelines and implications of these significant corporate transactions. The filing also includes a comprehensive disclaimer regarding the risks and uncertainties associated with these mergers and the spin-off, emphasizing that actual results could differ materially from projections. The company has provided specific dates for key events related to the Orion distribution, offering clarity on the execution of this strategic move.

Key Highlights

  • 1Announcement of anticipated closing date for the merger between Realty Income and VEREIT.
  • 2Establishment of the record date for the distribution of Orion Office REIT, Inc. shares to Realty Income stockholders.
  • 3Establishment of the distribution date for Orion Office REIT, Inc. shares.
  • 4The spin-off of Orion will include the combined office properties of both Realty Income and VEREIT.
  • 5The filing emphasizes that the information contains forward-looking statements with inherent risks and uncertainties.
  • 6Realty Income has furnished a press release dated October 22, 2021, as an exhibit to this filing.
  • 7The company will not use the extended transition period for complying with new or revised financial accounting standards if it qualifies as an emerging growth company.

Frequently Asked Questions

This filing primarily announces the anticipated closing date for the merger between Realty Income and VEREIT, along with the record and distribution dates for the spin-off of Orion Office REIT, Inc. (Orion) to Realty Income shareholders. Orion will consist of the combined office properties of both companies.

Orion Office REIT, Inc. is a new entity that will hold the combined office properties of Realty Income and VEREIT. The spin-off is a strategic move related to the pending merger, allowing for the separation and distribution of these specific assets to shareholders.

The filing includes a detailed section on forward-looking statements, highlighting numerous risks. These include uncertainties in consummating the merger and spin-off on the anticipated timeline, integration challenges, realizing expected benefits and synergies, potential tax-related issues, changes in market conditions, tenant financial health, and other factors that could cause actual results to differ materially from projections.

The 8-K filing provides the established distribution date for the Orion shares. While the exact date is detailed in the furnished press release (Exhibit 99.1), investors should refer to that document for the specific timeline concerning the distribution to existing Realty Income stockholders.