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: December 1, 2022

(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
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
1.750% Notes due 2033	O33A	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 7.01 Regulation FD Disclosure.

On December 1, 2022, the Company issued a press release announcing the closing of the previously announced acquisition of the land and real estate assets of Encore Boston Harbor Resort and Casino. A copy of the 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.

Exhibit No	Description
99.1	Press release dated December 1, 2022
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in 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: December 1, 2022	REALTY INCOME CORPORATION
	By:	/s/ Bianca Martinez
		Bianca Martinez
		Senior Vice President, Associate General Counsel & Assistant Secretary

EX-99.1

Exhibit 99.1

REALTY INCOME COMPLETES $1.7 BILLION SALE-LEASEBACK OF ENCORE BOSTON HARBOR

SAN DIEGO, CALIFORNIA December 1, 2022….Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced the closing of the previously announced acquisition of the land and real estate assets of Encore Boston Harbor (Encore) Resort and Casino from Wynn Resorts, Limited (NASDAQ: WYNN), having received all necessary regulatory approvals to close the transaction. Following the completion of the transaction, Wynn Resorts will continue to operate the gaming integrated resort operations of Encore Boston Harbor subject to a triple net lease with Realty Income. The transaction represents Realty Income’s first acquisition in the gaming industry.

About Realty Income

Realty Income, The Monthly Dividend Company®, is an S&P 500 company and member of the S&P 500 Dividend Aristocrats® index. We invest in people and places to deliver dependable monthly dividends that increase over time. The company is structured as a REIT, and its monthly dividends are supported by the cash flow from over 11,700 real estate properties owned under long-term net lease agreements with commercial clients. To date, the company has declared 629 consecutive common stock monthly dividends throughout its 53-year operating history and increased the dividend 117 times since Realty Income's public listing in 1994 (NYSE: O). Additional information about the company can be obtained from the corporate website at www.realtyincome.com.

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,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements also include discussions of our business and portfolio including future operations and results, the announcement of operating results, strategy, plans, and the intentions of management. 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 and economic conditions; competition; fluctuating interest and currency rates; access to debt and equity capital markets; 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, 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 income tax laws and rates; the continued evolution of the COVID-19 pandemic and the measures taken to limit its spread, and its impacts on us, our business, our clients (including those in the theater industry), or the economy generally; the timing and pace of reopening efforts at the local, state and national level in response to the COVID-19 pandemic and developments, such as the unexpected surges in COVID-19 cases, that cause a delay in or postponement of reopenings; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; any effects of uncertainties regarding whether the anticipated benefits or results of our merger with VEREIT, Inc. will be achieved; 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. Those 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 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.

Investor Contact:

Steve Bakke, CFA

Vice President, Capital Markets & Investor Relations

(858) 284-5425

sbakke@realtyincome.com

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XML

Cover Page	Dec. 01, 2022
Document Type	8-K
Document Period End Date	Dec. 01, 2022
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
Entity Emerging Growth Company	false
Common Stock, $0.01 Par Value
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	O
Security Exchange Name	NYSE
1.125% Notes due 2027
Title of 12(b) Security	1.125% Notes due 2027
Trading Symbol	O27A
Security Exchange Name	NYSE
1.875% Notes due 2027
Title of 12(b) Security	1.875% Notes due 2027
Trading Symbol	O27B
Security Exchange Name	NYSE
1.625% Notes due 2030
Title of 12(b) Security	1.625% Notes due 2030
Trading Symbol	O30
Security Exchange Name	NYSE
1.750% Notes due 2033
Title of 12(b) Security	1.750% Notes due 2033
Trading Symbol	O33A
Security Exchange Name	NYSE
2.500% Notes due 2042
Title of 12(b) Security	2.500% Notes due 2042
Trading Symbol	O42
Security Exchange Name	NYSE