-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A9fHTjt5CJOLZP4O6CoH5UhwdoqgpQq0uUIETrdU3hi5nJpnLrHgKRN9rUW+V7it qsLs4gGl1nT/tvGi3bTizQ== 0000726728-10-000043.txt : 20100624 0000726728-10-000043.hdr.sgml : 20100624 20100624120223 ACCESSION NUMBER: 0000726728-10-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100624 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20100624 DATE AS OF CHANGE: 20100624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALTY INCOME CORP CENTRAL INDEX KEY: 0000726728 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330580106 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13374 FILM NUMBER: 10914350 BUSINESS ADDRESS: STREET 1: 600 LA TERRAZA BLVD CITY: ESCONDIDO STATE: CA ZIP: 92025 BUSINESS PHONE: 7607412111 MAIL ADDRESS: STREET 1: 600 LA TERRAZA BLVD CITY: ESCONDIDO STATE: CA ZIP: 92025 8-K 1 ri8k_q2acq.htm FORM 8-K FOR REGULATION FD DISCLOSURE ri8k_q2acq.htm





 
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: June 24, 2010
 
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.)
 
600 La Terraza Boulevard, Escondido, California 92025-3873
(Address of principal executive offices)
 
(760) 741-2111
(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))
 

 
 

 
Item 7.01
Regulation FD Disclosure
 
On June 24, 2010, Realty Income Corporation (the “Company”) issued a press release announcing the execution of a definitive purchase agreement among the Company and Diageo Chateau & Estate Wines pursuant to which the Company will acquire approximately $269 million of winery and vineyard properties under long-term, triple-net lease agreements.  The Company also updated its 2010 acquisition outlook, 2010 earnings guidance and provided initial 2011 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1.  The information in this Current Report on Form 8-K and 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, and is not incorporated by reference into any o f the Company’s filings under the Securities Act of 1933, as amended, 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
 
99.1   Press release dated June 24, 2010
 

 
 

 
 
 
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: June 24, 2010
 
REALTY INCOME CORPORATION
   
 
By:
 
 
 /s/ MICHAEL R. PFEIFFER
       
Michael R. Pfeiffer
       
Executive Vice President, General Counsel and Secretary


 
 

 


INDEX TO EXHIBITS

Exhibit No.                                Description

99.1                                    Press release dated June 24, 2010


EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 PRESS RELEASE exhibit_99-1.htm
Exhibit 99.1
 
 


Please Contact:
Paul M. Meurer
Executive Vice President,
Chief Financial Officer & Treasurer
(760) 741-2111, ext. 1109
 
 
REALTY INCOME TO ACQUIRE $269 MILLION OF DIAGEO CHATEAU & ESTATE WINES
PROPERTIES IN SALE-LEASEBACK TRANSACTION
Updates 2010 Acquisitions Outlook and Initiates 2011 Earnings Guidance

ESCONDIDO, CALIFORNIA, June 24, 2010….Realty Income Corporation (Realty Income), the Monthly Dividend Company®, (NYSE: O), announced today that it has signed a definitive purchase agreement to acquire approximately $269 million of winery and vineyard properties under long-term, triple-net lease agreements.

Realty Income will acquire the properties subject to 20-year, triple-net, lease agreements with Diageo Chateau & Estate Wines and guaranteed by Diageo Plc (NYSE ADR: DEO), the world’s leading premium drinks company. The company produces and distributes more than 65 consumer brands in 180 markets worldwide and carries investment grade corporate debt ratings from Fitch Ratings (A-), Moody’s Investors Service (A3) and Standard & Poor’s Ratings Group (A-). Diageo’s shares are listed on the London and New York Stock Exchanges.

The properties to be acquired are located throughout the Napa Valley in Napa County, California, the United States premier wine producing region. The properties are comprised of approximately 2,000 acres of vineyard properties as well as the winery, production, retail and visitor center buildings of both the Sterling Vineyards winery and the Beaulieu Vineyards (BV) winery with combined leasable space of approximately 400,000 square feet. Diageo Chateau & Estate Wines will continue to manage and operate the properties and will retain ownership and marketing of their wine brands under this transaction. The vineyards being acquired in the transaction have been in production for between 25 to 100 years, and the premium grapes grown and processed on the properties are used for several of Diageo’s most highly regarded wine brands. The majority of the properties to be acquired are expected to close during the second quarter of 2010, and it is anticipated that Diageo will become Realty Income’s second largest tenant, producing approximately 5.7% of the Company’s revenue. Additional information concerning Diageo is available at www.diageo.com.

Commenting on this transaction, Tom A. Lewis, Chief Executive Officer stated, “We are very pleased to enter into this long-term, sale-leaseback transaction with Diageo, by acquiring these properties in the heart of the Napa Valley in California. We believe the operating expertise and investment grade credit strength of the world’s leading premium drinks company will make this an excellent investment for our shareholders for many years to come. In addition, this immediately accretive acquisition will further diversify our property portfolio by introducing the wine and spirits industry into our holdings and will provide us with increased lease revenue from which to pay monthly dividends.”

2010 Acquisition Outlook
Realty Income further disclosed that it anticipates real estate portfolio acquisitions should range between $300 million and $400 million during 2010, assuming the transaction closes as anticipated. The Company had previously announced estimated acquisition volume of $100 to $250 million for the year. Realty Income also anticipates that, during 2010, the Company’s initial average contractual lease yield on its total investments should range between 8.0% and 8.5%, and that the long-term, net-lease agreements for the properties should continue to have initial average lease lengths of 15 to 25 years.
 
 
 

 
 
Earnings Commentary
Realty Income also adjusted its FFO guidance for 2010 to include the impact of current operations, 2010 acquisitions, and any resulting capital markets activity the Company may undertake, and also initiated 2011 FFO guidance. The Company estimates that 2010 FFO per share should range from $1.84 to $1.86 per share, an increase of 0% to 1.1% over the 2009 FFO per share of $1.84. The Company estimates that 2011 FFO per share should range between $1.96 to $2.00 per share, or an increase of 5.4% to 8.7% in annual FFO growth, compared to its 2010 estimate of $1.84 to $1.86. FFO for 2010 is based on an estimated net income per share range of $0.98 to $1.00 plus estimated real estate depreciation of $0.90 and reduced by potential gains on sales of investment properties of $0.04 per share (in accordance with NAREIT’s definition of FFO). F FO for 2011 is based on an estimated net income per share range of $1.11 to $1.15 plus estimated real estate depreciation of $0.89 and reduced by potential gains on sales of investment properties of $0.04 per share.

About the Company
Realty Income is The Monthly Dividend Company®, a New York Stock Exchange real estate company dedicated to providing shareholders with dependable monthly income. To date, the Company has declared 480 consecutive monthly dividend payments throughout its 41-year operating history and increased the dividend 58 times since Realty Income’s listing on the New York Stock Exchange in 1994. The monthly income is supported by the cash flow from more than 2,300 properties located in 48 states owned under long-term lease agreements with leading regional and national chains and other corporate entities. The Company is an active buyer of commercial properties nationwide.

Consistent with Realty Income’s disclosure policy, the Company does not disclose the lease rate on an individual tenant transaction. Lease rates, terms, and conditions are competitive in nature and are a major component of the Company’s new business development program. The Company believes the disclosure of individual rate negotiations would be damaging to its competitive position and its ability to complete new property acquisitions. As in the past, Realty Income will announce its blended lease rate and lease terms, on a cumulative basis, in the Company’s quarterly press release on operations.

Forward-Looking Statements
Statements in this press release, which are not strictly historical, are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause the Company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, local real estate conditions, the availability of capital to finance planned growth, property acquisitions and the timing of these acquisitions, charges for property impairments, the outcome of any legal proceedings to which the Company is a party, and the profitability of the Company’s subsidiary, Crest Net Lease, as described in the Company’s filings with the Securities and Exchange Commission. Consequently, forward-looking statements should be regarded solely as reflections of the Compa ny’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

Note to Editors:
Realty Income press releases are available at no charge by calling our toll-free investor hotline number: 888-811-2001, or through the Internet at http://www.realtyincome.com.

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