United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
On April 28, 2022, Realty Income Corporation (the “Company”) entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), 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 amends and restates, in its entirety, that certain Second Amended and Restated Credit Agreement, dated as of August 7, 2019 (as amended, the “Prior Credit Agreement”), 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 amends and restates the Prior Credit Agreement in order to, among other things, increase the total available borrowings under the unsecured revolving credit facility to up to $4.25 billion, which consists of two multicurrency revolving facility tranches (collectively, the “Revolving Credit Facility”) and extend the initial maturity of the Revolving Credit Facility to June 2026. The Revolving Credit Facility permits the Company to borrow in up to four currencies (including U.S. Dollars) under the $3.25 billion tranche and in up to 14 currencies (including U.S. Dollars) under the $1.00 billion tranche. The capacity of the Revolving Credit Facility can be increased to $5.25 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments. The Revolving Credit Facility also includes two six-month extensions that can be exercised at the Company’s option on the terms as set forth in the Credit Agreement.
Borrowings under the Revolving Credit Facility bear interest at different benchmark rates based on the currency of the borrowings, including SONIA (the Sterling Overnight Index Average) for borrowings denominated in Sterling, EURIBOR for borrowings denominated in Euros, and SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York) for borrowings denominated in U.S. Dollars, in each case, as defined and subject to certain adjustments specified in the Credit Agreement, as applicable, plus an Applicable Margin, as defined in the Credit Agreement, based on the Company’s credit ratings. The current Applicable Margin for the Revolving Credit Facility equals 0.725% per annum, as defined in the Credit Agreement, based on the Company’s current investment grade credit ratings. An applicable commitment fee is payable on the amount of the Revolving Commitments, as defined in the Credit Agreement, based on the Company’s credit ratings. The current applicable commitment fee for the Revolving Credit Facility equals 0.125% per annum based on the Company’s current investment grade credit ratings. The Credit Agreement also permits the Company to request that the Tranche 1 Revolving Lenders, as defined in the Credit Agreement, make Tranche 1 Revolving Loans, as defined in the Credit Agreement, in the form of Bid Rate Loans as further described in the Credit Agreement.
Borrowings under the existing $250.0 million senior unsecured term loan maturing March 24, 2024 bear interest at SOFR plus certain adjustments specified in the Credit Agreement, plus 0.85%, in each case, based on the Company’s current investment grade credit ratings.
The Credit Agreement contains customary and other affirmative covenants, including financial reporting requirements, negative covenants, including maintenance of certain financial requirements, and other customary events of default.
The foregoing description of the Credit Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the Credit Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
The information set forth in Item 1.01 regarding the termination of the Prior Credit Agreement is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Third Amended and Restated Credit Agreement among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein. | |
| 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: April 28, 2022 | REALTY INCOME CORPORATION | |
| By: | /s/ MICHELLE BUSHORE | |
| Michelle Bushore | ||
| Executive Vice President, Chief Legal Officer, General Counsel and Secretary | ||