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REALTY INCOME CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

10/22/2021 | 04:41pm EST

Item 7.01. Regulation FD Disclosure.

On October 22, 2021, Realty Income Corporation (the "Company" or "Realty Income") issued a press release announced the anticipated closing date for its pending merger with VEREIT, Inc. ("VEREIT")and establishment of the record date and distribution date for the distribution of the shares of common stock of Orion Office REIT, Inc. ("Orion") to the holders of the Company's common stock in connection previously announced spin-off of the Company's combined office properties to Orion. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibit hereto may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Realty Income and VEREIT, operate and beliefs of and assumptions made by Realty Income management and VEREIT management, involve uncertainties that could significantly affect the financial condition or operating results of Realty Income, VEREIT, the combined company that will be formed by the announced mergers between Realty Income and VEREIT (the "Mergers"), if consummated, or any company spun-off by the combined company. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions involving Realty Income and VEREIT, including future financial condition and operating results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including statements relating to creating value for stockholders, benefits of the proposed transactions to clients, employees, stockholders and other constituents of the combined company, integrating our companies, cost savings and the expected timetable for completing the proposed transactions, including the anticipated spin-off of the combined office properties of Realty Income and VEREIT to Orion (the "Spin-Off") - are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with the ability to consummate the proposed Mergers and the timing of the closing of the proposed Mergers and/or the Spin-Off; the ability to secure favorable interest rates on any borrowings incurred in connection with the proposed transactions; the impact of indebtedness incurred in connection with the proposed transactions; the ability to successfully integrate our operations and employees with those of VEREIT; the ability to realize anticipated benefits and synergies of the proposed transactions as rapidly or to the extent anticipated by financial analysts or investors; potential liability for a failure to meet regulatory or tax-related requirements, including the maintenance of REIT status; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; potential changes to tax legislation; changes in demand for developed properties; adverse changes in the financial condition of joint venture partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties; risks associated with the ability to consummate the Spin-off of Orion and the terms thereof, and the timing of the closing of the proposed Spin-Off; risks associated with the ability to consummate any sales of office property assets of the Company and VEREIT and the impact of such sales on Orion or the combined company; failure to obtain debt financing to capitalize Orion; risks associated with the geographic concentration of the Company, VEREIT or Orion; risks associated with the industry concentration of tenants; the potential impact of announcement of the proposed transactions or consummation of the proposed transactions on business relationships, including with clients, employees, customers and competitors; unfavorable outcomes of any legal proceedings (including those described above) that have been or may be instituted against Realty Income, VEREIT or any company spun-off by the combined company; costs related to uninsured losses, condemnation, or environmental issues; the ability to retain key personnel; costs, fees, expenses and charges related to the proposed transactions and the actual terms of the financings that may be obtained in connection with the proposed transactions; changes in local, national and international financial markets, insurance rates and interest rates; general adverse economic and local real estate conditions; the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; foreign currency exchange rates; increases in operating costs and real estate taxes; changes in dividend policy or ability to pay dividends for the Company's or VEREIT's common stock or preferred stock; impairment charges; unanticipated changes in the Company's or VEREIT's intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; pandemics or other health crises, such as coronavirus (COVID-19); and those additional risks and factors discussed in reports filed with the SEC by Realty Income. Moreover, other risks and uncertainties of which Realty Income or VEREIT are not currently aware may also affect these forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements. The Company undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The foregoing information in this Item 7.01, including the information contained in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not incorporated by reference into any of the Company's filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits.

No                                       Description
  99.1       Press Release, dated October 22, 2021.
104        Cover Page Interactive Data File (formatted as inline XBRL and
           contained in Exhibit 101).

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Financials (USD)
Sales 2021 1 981 M - -
Net income 2021 580 M - -
Net Debt 2021 13 902 M - -
P/E ratio 2021 49,4x
Yield 2021 4,16%
Capitalization 38 430 M 38 430 M -
EV / Sales 2021 26,4x
EV / Sales 2022 18,3x
Nbr of Employees 209
Free-Float 99,9%
Duration : Period :
Realty Income Corporation Technical Analysis Chart | MarketScreener
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Technical analysis trends REALTY INCOME CORPORATION
Short TermMid-TermLong Term
Income Statement Evolution
Mean consensus OUTPERFORM
Number of Analysts 20
Last Close Price 67,92 $
Average target price 78,72 $
Spread / Average Target 15,9%
EPS Revisions
Managers and Directors
Sumit Roy President, Chief Executive Officer & Director
Christie B. Kelly Chief Financial Officer, Treasurer & Executive VP
Michael Dale McKee Non-Executive Chairman
Joseph Stewart Vice President-Information Technology
Mark E. Hagan Chief Investment Officer & Executive VP
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