8-K

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:  April 9, 2020

(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(s)	Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value	O	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 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, Realty Income Corporation (the “Company”) is party to that certain Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (the “Credit Agreement”), which consists of a $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and two $250 million unsecured term loans.

On April 9, 2020, the Company borrowed an additional $1.2 billion under the Revolving Credit Facility. As a result, as of April 9, 2020, the Company had approximately $1.8 billion of outstanding borrowings under the Revolving Credit Facility (including approximately £282.8 million of sterling-denominated borrowings), with approximately $1.2 billion of remaining borrowing capacity thereunder, subject to customary conditions, excluding the $1.0 billion accordion feature. Based on the Company’s investment grade credit ratings as of April 9, 2020, the interest rate under the Revolving Credit Facility was equal to LIBOR plus a spread of 0.775%, with a facility commitment fee of 0.125%, for all in drawn pricing of 0.90% over LIBOR.

The Company increased its borrowings under the Revolving Credit Facility as a precautionary measure in order to further strengthen its liquidity position and enhance its financial flexibility in light of the economic uncertainty and rapidly-evolving circumstances related to the COVID-19 pandemic. In accordance with the terms of the Credit Agreement, the proceeds from the Revolving Credit Facility borrowings may in the future be used for general working capital and other general corporate purposes permitted by the Credit Agreement.

The material terms of the Credit Agreement are described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2019, which description is incorporated by reference herein.

Item 7.01    Regulation of FD Disclosure.

On April 9, 2020, the Company issued a press release announcing the release date of the Company's earnings release for the first fiscal quarter of 2020, the Company's $1.2 billion draw on the Revolving Credit Facility, and the Company's withdrawal of its 2020 guidance, which was issued on February 19, 2020, given the economic uncertainty and rapidly-evolving circumstances related to the COVID-19 pandemic. A copy of this press release is furnished herewith as Exhibit 99.1.

The information in Item 7.01 of 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 of 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 issued by Realty Income Corporation dated April 9, 2020

104 The Form 8-K cover page, formatted in Inline Extensible Business Reporting Language and included as Exhibit 101

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: April 9, 2020	REALTY INCOME CORPORATION
	By:	/s/ MICHAEL R. PFEIFFER
		Michael R. Pfeiffer
		Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

EX-99.1

Exhibit 99.1

REALTY INCOME ANNOUNCES FIRST QUARTER 2020 EARNINGS RELEASE DATE, DRAWS $1.20 BILLION ON REVOLVING CREDIT FACILITY, AND WITHDRAWS 2020 GUIDANCE

SAN DIEGO, CALIFORNIA, April 9, 2020….Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, today announced the company will release its operating results for the quarter ended March 31, 2020 after the market closes on May 4, 2020. The company will host its conference call on May 5, 2020 at 11:30 a.m. PT to discuss the operating results.

Additionally, the company recently borrowed an additional $1.20 billion under its revolving credit facility, as to further strengthen its liquidity position and to enhance its financial flexibility. The total capacity of the revolving credit facility is $3.0 billion, of which, as of April 9, 2020, after giving effect to the recent borrowings, approximately $1.2 billion of capacity remains, excluding the revolving credit facility’s $1.0 billion accordion feature. Under the revolving credit facility, the company’s current A- / A3 credit ratings provide for a borrowing rate of LIBOR (London Interbank Offered Rate) plus 77.5 basis points. As of April 9, 2020, giving effect to the recent borrowings, the company has a cash balance of $1.25 billion.

Given the economic uncertainty and rapidly-evolving circumstances related to the COVID-19 pandemic, the company is withdrawing its previously issued 2020 guidance and is not providing an updated outlook at this time.

To access the conference call, dial (877) 701-6180. When prompted, provide the conference ID 2238836.

A telephone replay of the conference call can also be accessed by calling (800) 585-8367 and entering the conference ID 2238836. The telephone replay will be available through May 19, 2020.

A live webcast will be available in listen-only mode by clicking on the webcast link on the company’s home page or in the investors section at www.realtyincome.com. A replay of the conference call webcast will be available approximately one hour after the conclusion of the live broadcast. The webcast replay will be available through May 19, 2020. No access code is required for this replay.

About the Company

Realty Income, The Monthly Dividend Company^®, is an S&P 500 company dedicated to providing stockholders with dependable monthly income. The company is structured as a REIT, and its monthly dividends are supported by the cash flow from over 6,400 real estate properties owned under long-term lease agreements with commercial tenants. To date, the company has declared 597 consecutive common stock monthly dividends throughout its 51-year operating history and increased the dividend 106 times since Realty Income's public listing in 1994 (NYSE: O). The company is a member of the S&P 500 Dividend Aristocrats^® index. Additional information about the company can be obtained from the corporate website at www.realtyincome.com.

Investor Contact:

Jonathan Pong, CFA, CPA

Senior VP, Capital Markets and Finance

(858) 284-5177

XML

Cover Page	Apr. 09, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 09, 2020
Entity Registrant Name	REALTY INCOME CORPORATION
Entity Central Index Key	0000726728
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	1-13374
Entity Tax Identification Number	33-0580106
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	O
Security Exchange Name	NYSE
Entity Emerging Growth Company	false