Item 8.01. Other Events.
On October 3, 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 $4.25 billion unsecured revolving credit facility
(excluding a $1.0 billion expansion option, which is subject to obtaining lender
commitments and other customary conditions) and references to our "commercial
paper programs" and similar references mean, collectively, our $1.5 billion U.S.
Dollar-denominated unsecured commercial paper program and our $1.5 billion
Euro-denominated unsecured commercial paper program; (b) references to our
"clients" mean our tenants, (c) references to "GBP," "Sterling" and "£" are to
the lawful currency of the United Kingdom; and (d) references to "Euro" and "€"
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 three and nine months ended September 30, 2022, we invested
approximately $1.8 billion and $5.0 billion, respectively, in properties and
properties under development or expansion. These estimates are preliminary and
are based on information that was available to management at the time this
Current Report on Form 8-K was prepared.
Liquidity and Capital Markets
Equity Capital Raising
During the three months ended September 30, 2022, we raised approximately $0.7
billion of gross proceeds from the sale of common stock at a weighted average
price of $73.05 per share, primarily through proceeds from the sale of
approximately 9.5 million shares of common stock pursuant to forward sale
agreements through our at-the-market (ATM) program. As of September 30, 2022,
there were approximately 20.0 million shares of common stock subject to forward
sale agreements through our ATM program, representing approximately $1.3 billion
in gross proceeds (assuming full physical settlement of all outstanding shares
of common stock subject to such forward sale agreements and certain assumptions
made with respect to settlement dates), which have been executed but not
settled.
Liquidity
As of September 30, 2022, we had a cash and cash equivalents balance of
approximately $168.1 million, including £90.0 million denominated in Sterling
and €9.2 million denominated in Euro. In addition, we had $1.2 billion of
outstanding borrowings under our revolving credit facility, comprised entirely
of €1.22 billion denominated in Euro, and $724.3 million of outstanding
borrowings under our commercial paper programs, including €511.0 million of
Euro-denominated borrowings, as of September 30, 2022.
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 the
Company. 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 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
(including those in the theater industry); 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; 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.
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