O Realty Income

Filed: 22 Jul 21, 5:02pm



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: July 20, 2021
(Date of Earliest Event Reported)



(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)


(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))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


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. ¨


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


Title of each class Trading symbol Name of Each Exchange On Which
Common Stock, $0.01 Par Value O New York Stock Exchange
1.125% Notes due 2027 O27A New York Stock Exchange
1.625% Notes due 2030 O30 New York Stock Exchange
1.750% Notes due 2033 O33A New York Stock Exchange







Item 1.01.Entry into a Material Definitive Agreement.


Realty Income Corporation (the “Company”) has previously entered into that certain Second Amended and Restated Credit Agreement (the “Credit Agreement”), among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein.


The Company has additionally previously entered into that certain Agreement and Plan of Merger, dated as of April 29, 2021 (the “VEREIT Merger Agreement” and, the transaction evidenced by the VEREIT Merger Agreement, the “VEREIT Merger”), among the Company, Rams MD Subsidiary I, Inc., Rams Acquisition Sub II, LLC, VEREIT, INC. (“VEREIT”) and VEREIT Operating Partnership, L.P. (“VEREIT OP”).


The Company entered into that certain consent letter, dated July 20, 2021 (the “Consent Letter”), which amends the Credit Agreement in order to (a) extend the date by which the Company would be required to cause VEREIT and VEREIT OP to become guarantors under the Credit Agreement following the consummation of the VEREIT Merger if such guarantees are required by the Credit Agreement and (b) permit the Company to include certain assets of VEREIT, VEREIT OP and their Subsidiaries to qualify as “Unencumbered Assets” for purposes of the Credit Agreement during such interim period.


The foregoing description of the Consent Letter is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the Consent Letter filed as Exhibit 10.1 hereto and incorporated herein by reference.


Item 9.01Financial Statements and Exhibits.


(d)           Exhibits.


Exhibit No Description
10.1 Consent Letter, dated July 20, 2021, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)







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.


Date: July 22, 2021By:/s/ Michelle Bushore
  Michelle Bushore
  Executive Vice President, Chief Legal Officer,
General Counsel and Secretary