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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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 1.01. | Entry into a Material Definitive Agreement. |
On January 6, 2023, Realty Income Corporation (the “Company”) entered into a Term Loan Agreement (the “Term Loan Agreement”), among the Company, as Borrower, the lenders party thereto, Toronto Dominion (Texas) LLC, as Administrative Agent, and the other parties named therein.
The Term Loan Agreement provides for a $90.0 million U.S. Dollar denominated term loan (the "USD Term Loan"), a £705.0 million Sterling denominated term loan (the "Sterling Term Loan") and a €85,000,000 Euro denominated term loan (the "Euro Term Loan" and collectively with the USD Term Loan and the Sterling Term Loan, the "Term Loans"). The Term Loan Agreement also permits the Borrower to incur additional term loans, up to an aggregate of $1.5 billion in total borrowings under the Term Loan Agreement, pursuant to an accordion expansion feature, which is subject to obtaining lender commitments.
The Term Loans mature on the date that is 364 days after the closing date. The Term Loan Agreement also includes two twelve-month maturity extensions that can be exercised at the Company’s option on the terms as set forth in the Term Loan Agreement.
The Term Loans 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 (the Euro Interbank Offered Rate) 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 Term Loan Agreement, as applicable, plus an Applicable Margin, as defined in the Term Loan Agreement, based on the Company’s credit ratings. The current Applicable Margin for the Term Loans equals 0.800% per annum.
The Term Loan 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 Term Loan Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the Term Loan Agreement filed as Exhibit 10.1 hereto and 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 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | ||
| 10.1 | Term Loan Agreement, dated January 6, 2023, by and among Realty Income Corporation, as borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as administrative agent. | |
| 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: January 6, 2023 | REALTY INCOME CORPORATION | |
| By: | /s/ Bianca Martinez | |
| Bianca Martinez | ||
| Senior Vice President, Associate General Counsel and Assistant Secretary | ||