Item 7.01. Regulation FD Disclosure.
On January 10, 2022, Realty Income Corporation (the "Company," "our," "us" or
"we," which terms include, unless otherwise expressly stated or the context
otherwise requires, its consolidated subsidiaries) provided certain updates with
respect to its recent property investments and capital raising, as set forth
below.
Unless as otherwise indicated or the context otherwise requires, for purposes of
the following disclosures, (a) references to our "revolving credit facility" and
similar references mean our $3.0 billion unsecured revolving credit facility,
(b) the term "Merger" means our merger with VEREIT, Inc. ("VEREIT"), which
closed on November 1, 2021, (c) references to our "clients" mean our tenants,
(d) references to "GBP," "Sterling" and "£" are to the lawful currency of the
United Kingdom; and (e) references to "Euro" are to the lawful currency of the
European Union. For purposes of determining the aggregate amount of borrowings
outstanding under our revolving credit facility as of any specified date,
borrowings denominated in GBP and Euros are translated into U.S. dollars using
the applicable exchange rates as in effect from time to time.
Acquisitions Update
During the quarter ended December 31, 2021 and excluding properties acquired in
the Merger, we invested approximately $2.6 billion in properties and properties
under development or expansion. During the year ended December 31, 2021 and
excluding properties acquired in the Merger, we invested approximately $6.4
billion in properties and properties under development or expansion.
Liquidity and Capital Markets
Equity Capital Raising
From October 1, 2021 through December 31, 2021, we raised approximately $1.72
billion of gross proceeds from the sale of common stock at a weighted average
price of $69.07 per share, primarily from sales of common stock through our
"at-the-market" program, or our ATM program.
Liquidity
As of December 31, 2021, we had a cash and cash equivalents balance of
approximately $256.3 million, inclusive of £104.2 million denominated in
Sterling and €7.2 million denominated in Euro. In addition, we had $650.0
million of borrowings outstanding under our revolving credit facility, and
$901.4 million of outstanding borrowings under our commercial paper program as
of December 31, 2021.
Forward-Looking Statements
This Current Report on Form 8-K 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 the Company operates and beliefs of and
assumptions made by the Company's management, involve uncertainties that could
significantly affect the financial condition or operating results of Realty
Income. 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. All
statements that address operating performance, events or developments that we
expect or anticipate will occur in the future - including any statements
relating to creating value for stockholders, benefits of the Merger, integrating
VEREIT into the Company and potential cost savings from the Merger - 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, potential liability for a
failure to meet regulatory or tax-related requirements, including the
maintenance of REIT status; other risks associated with the acquisition,
development, expansion, leasing and management of properties; risks associated
with our geographic concentration; risks associated with the industry
concentration of clients; costs related to uninsured losses, condemnation, or
environmental issues; 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 common stock; impairment charges; the impact of the COVID-19 pandemic;
the impact of future pandemics on us, our business, our clients or the economy
generally; uncertainties regarding whether the anticipated benefits of the
Merger will be achieved and those additional risks and factors discussed in
reports filed with the U.S. Securities and Exchange Commission ("SEC") by the
Company. Moreover, other risks and uncertainties of which the Company is 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.
***
The foregoing information in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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. This Current Report on Form 8-K is neither an offer
to sell nor a solicitation of an offer to buy any securities of the Company.
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