What is the main purpose of this 8-K/A filing?

The primary purpose of this 8-K/A filing is to amend a previous 8-K by providing updated and required financial statements related to the consummation of Realty Income's merger with VEREIT, Inc. It includes the interim financial statements of VEREIT and pro forma combined financial statements reflecting the merger.

Where can I find the financial statements of VEREIT?

The unaudited consolidated interim financial statements of VEREIT and VEREIT OP as of September 30, 2021, and for the nine and three months ended September 30, 2021 and 2020 are included as Exhibit 99.1 to this filing. Audited VEREIT financial statements for the years ending December 31, 2020 and 2019, and the three-year period ending December 31, 2020, were previously incorporated by reference from a June 4, 2021 8-K filing.

What are 'pro forma' financial statements in this context?

Pro forma financial statements show how the combined company's financial statements might have looked if the merger had occurred at an earlier date. This filing includes unaudited pro forma condensed combined financial statements giving effect to the Realty Income and VEREIT merger, providing investors with a view of the combined entity's financial position and performance as if the merger had been in place for the periods presented (year ended Dec 31, 2020, and nine months ended Sep 30, 2021).

Does this filing contain new information about the merger agreement itself?

No, this filing is primarily an amendment to provide financial statements. The merger agreement details and the consummation of the merger were reported in the Original Form 8-K filed on November 1, 2021. This amendment focuses on the financial reporting requirements following that event.

O 8-K SEC Disclosure — Nov 12, 2021

Summary

This 8-K/A filing from Realty Income Corporation (O) serves as an amendment to a previous filing (Original Form 8-K) and provides crucial financial statements related to the consummation of the merger with VEREIT, Inc. The amendment's primary purpose is to include updated financial information, specifically the unaudited condensed consolidated interim financial statements of VEREIT and VEREIT OP as of September 30, 2021, and for the relevant interim periods. It also includes unaudited pro forma condensed combined financial statements giving effect to the merger and related transactions. These financial details are essential for investors to understand the combined entity's financial position and performance following the significant acquisition. For investors, this filing represents the formal inclusion of the financial data necessary to assess the impact of the VEREIT merger on Realty Income's balance sheet, income statement, and overall financial health. While the merger itself was announced and likely factored into market expectations previously, the detailed financial statements are key for a thorough post-merger analysis and valuation. Investors should review these exhibits to gauge the accretion or dilution from the VEREIT acquisition and its implications for future earnings and dividends.

Key Highlights

1Realty Income Corporation (O) filed an 8-K/A amendment to provide updated financial statements related to the merger with VEREIT, Inc.
2The amendment includes unaudited consolidated interim financial statements of VEREIT and VEREIT OP as of September 30, 2021, and for the nine and three months ended September 30, 2021 and 2020.
3Unaudited pro forma condensed combined financial statements, reflecting the merger's impact, are also included for the nine-month period ended September 30, 2021, and the year ended December 31, 2020.
4These financial statements are incorporated by reference into this filing, with audited VEREIT financials from a prior June 4, 2021 8-K also noted.
5The filing fulfills Realty Income's commitment to provide these financial details within the extended timeline allowed by SEC regulations.
6The amendment pertains to Items 9.01(a) (Financial Statements of Business Acquired) and 9.01(b) (Pro Forma Financial Information) of the original Form 8-K.

REALTY INCOME CORP 8-K/A Report, Exhibit Filing (Nov 12, 2021)

Summary

Key Highlights

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