O Realty Income Corporation

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report: August 28, 2024

(Date of Earliest Event Reported)

 

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland		1-13374		33-0580106
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

 

11995 El Camino Real, San Diego, California 92130
(Address of principal executive offices)

 

(858) 284-5000
(Registrant’s telephone number, including area code)

 

N/A
(former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol		Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value		O		New York Stock Exchange
6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value		O PR		New York Stock Exchange
1.125% Notes due 2027		O27A		New York Stock Exchange
1.875% Notes due 2027		O27B		New York Stock Exchange
1.625% Notes due 2030		O30		New York Stock Exchange
4.875% Notes due 2030		O30A		New York Stock Exchange
5.750% Notes due 2031		O31A		New York Stock Exchange
1.750% Notes due 2033		O33A		New York Stock Exchange
5.125% Notes due 2034		O34		New York Stock Exchange
6.000% Notes due 2039		O39		New York Stock Exchange
2.500% Notes due 2042		O42		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01

Other Events

 

On August 28, 2024, Realty Income Corporation issued a press release announcing that it intends to redeem all 6,900,000 outstanding shares of its 6.000% Series A Cumulative Redeemable Preferred Stock (NYSE O PR; CUSIP No. 756109880) (the “Series A Preferred Stock”) on September 30, 2024 (the “Redemption Date”). The shares of Series A Preferred Stock will be redeemed at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon, whether or not authorized or declared, up to but excluding the Redemption Date, in an amount equal to approximately $0.375 per share, for a total payment of approximately $25.375 per share. September 30, 2024 will be the final dividend payment date, with a dividend record date of the close of business on September 12, 2024 (the “Dividend Record Date”). Only holders of record of Series A Preferred Stock on the Dividend Record Date will be entitled to the dividend payable on the Redemption Date.

 

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1	Press Release dated August 28, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 28, 2024	REALTY INCOME CORPORATION
	By:	/s/ Bianca Martinez
		Bianca Martinez
		Senior Vice President, Associate General Counsel and Assistant Secretary

 

 

 

Exhibit 99.1

 

 

REALTY INCOME ANNOUNCES FULL REDEMPTION OF ITS SERIES A PREFERRED STOCK

 

SAN DIEGO, CALIFORNIA, August 28, 2024... Realty Income Corporation (“Realty Income”), The Monthly Dividend Company^®, (NYSE: O), today announced that it intends to redeem all 6,900,000 shares outstanding of the company's 6.000% Series A Cumulative Redeemable Preferred Stock (NYSE: O PR) (the "Series A Preferred Stock"), which was converted from Spirit Realty Capital, Inc.’s outstanding preferred stock in connection with the merger, on September 30, 2024.

 

The shares will be redeemed at $25.00 per share, plus accrued and unpaid dividends to September 30, 2024 in an amount equal to approximately $0.3750 per share, for a total payment of approximately $25.375 per share. The final dividend payment date will be September 30, 2024, with a record date of September 13, 2024. Accordingly, the redemption price of $25.00 per depositary share does not include any accrued and unpaid dividends.

 

The redemption announced today is consistent with Realty Income’s capital management strategy and reflects its ongoing efforts to enhance the efficiency of its funding and balance sheet structure.

 

The redemption agent will be Computershare, Inc. Attention: Corporate Actions Department, 150 Royall Street, Suite V, Canton, MA 02021. Further details regarding the redemption will be included in the notice of redemption that the company will send to the record holders of the Series A Preferred Stock.

 

About Realty Income

 

Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies. Founded in 1969, we invest in diversified commercial real estate and have a portfolio of 15,450 properties in all 50 U.S. states, the U.K., and six other countries in Europe. We are known as "The Monthly Dividend Company^®," and have a mission to deliver stockholders dependable monthly dividends that grow over time. Since our founding, we have declared 650 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats^® index, having increased our dividend for the last 30 consecutive years.

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this press release, the words "estimated," "anticipated," "expect," "believe," "intend," "continue," "should," "may," "likely," "plans," and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of our business and portfolio (including our growth strategies and our intention to acquire or dispose of properties including geographies, timing, partners, clients and terms); re-leases, re-development and speculative development of properties and expenditures related thereto; future operations and results; the announcement of operating results, strategy, plans, and the intentions of management; settlement of shares of common stock sold pursuant to forward sale confirmations under our at-the-market program; dividends, including the amount, timing and payment of dividends related thereto; and trends in our business, including trends in the market for long-term leases of freestanding, single-client properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us, which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding); continued volatility and uncertainty in the credit markets and broader financial markets; other risks inherent in the real estate business including our clients' defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters; impairments in the value of our real estate assets; changes in domestic and foreign income tax laws and rates; our clients’ solvency; property ownership through joint ventures, partnerships and other arrangements which may limit control of the underlying investments; epidemics or pandemics, measures taken to limit their spread, the impacts on us, our business, our clients, and the economy generally; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; the anticipated benefits as a result of our merger with Spirit Realty Capital, Inc.; and those additional risks and factors discussed in our reports filed with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future plans and performance and speak only as of the date of this press release. Actual plans and operating results may differ materially from what is expressed or forecasted in this press release. We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

 

Investor Relations:

Steve Bakke

Senior Vice President, Corporate Finance

+1 858 284 5425

sbakke@realtyincome.com

 

Kelsey Mueller

Vice President, Investor Relations

+1 858 284 5023

kmueller@realtyincome.com

 

 

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Cover	Aug. 28, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2024
Entity File Number	1-13374
Entity Registrant Name	REALTY INCOME CORPORATION
Entity Central Index Key	0000726728
Entity Tax Identification Number	33-0580106
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	11995 El Camino Real
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	284-5000
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Document Information [Line Items]
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Trading Symbol	O
Security Exchange Name	NYSE
Series 6. 000 Percent A Cumulative Redeemable Preferred Stock 0. 01 Par Value [Member]
Document Information [Line Items]
Title of 12(b) Security	6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value
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Notes 1. 125 Percent Due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.125% Notes due 2027
Trading Symbol	O27A
Security Exchange Name	NYSE
Notes 1. 875 Percent Due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.875% Notes due 2027
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Security Exchange Name	NYSE
Notes 1. 625 Percent Due 2030 [Member]
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Title of 12(b) Security	1.625% Notes due 2030
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Security Exchange Name	NYSE
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Title of 12(b) Security	5.750% Notes due 2031
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Security Exchange Name	NYSE
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Document Information [Line Items]
Title of 12(b) Security	1.750% Notes due 2033
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Security Exchange Name	NYSE
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Document Information [Line Items]
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Document Information [Line Items]
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Document Information [Line Items]
Title of 12(b) Security	2.500% Notes due 2042
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