--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-006077" form_type: "8-K" ticker: "O" cik: "0000726728" company_name: "REALTY INCOME CORP" filed_at: "2024-01-24T23:59:59+00:00" generated_at: "2026-06-06T19:35:34.097464+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Realty Income completes Spirit Realty merger, issues ~108M shares, exchanges debt ## Summary - Merger closed Jan 23, 2024: Spirit shareholders received 0.762 shares of Realty Income per Spirit share. - Realty Income issued approximately 108 million shares of common stock and 6.9 million shares of Series A Preferred. - Completed debt exchange: ~$2.7B of Spirit notes exchanged for new Realty Income notes with same interest rates and maturities. - Assumed $1.3B in term loans (Tranche A $300M due 2025, Tranche B $500M due 2027, Tranche C $500M due 2025) with SOFR+0.8% margin. - New 6.000% Series A Preferred (6.9M shares, $25 liquidation preference) ranks senior to common; cumulative dividend $1.50/yr. ## SEC filing metadata - accession: 0001104659-24-006077 - form_type: 8-K - ticker: O - cik: 0000726728 - company_name: REALTY INCOME CORP - filed_at: 2024-01-24T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.03, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/0001104659-24-006077-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-006077 - JSON: https://secwatch.observer/filing/0001104659-24-006077.json - Plain text: https://secwatch.observer/filing/0001104659-24-006077.txt ## Key facts - Debt Financings REALTY INCOME CORP incurred senior notes of $391,726,000 aggregate principal amount of 4.000% Notes due July 15, 2029 at 4.000% maturing July 15, 2029. - Instrument: senior notes - Principal: $391,726,000 aggregate principal amount of 4.000% Notes due July 15, 2029 - Rate: 4.000% - Maturity: July 15, 2029 - Event: incurrence source text: $391,726,000 aggregate principal amount of 4.000% Notes due July 15, 2029 (the “2029 Notes”) evidence_url: https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/0001104659-24-006077-index.htm - Debt Financings REALTY INCOME CORP incurred senior notes of $484,540,000 aggregate principal amount of 3.400% Notes due January 15, 2030 at 3.400% maturing January 15, 2030. - Instrument: senior notes - Principal: $484,540,000 aggregate principal amount of 3.400% Notes due January 15, 2030 - Rate: 3.400% - Maturity: January 15, 2030 - Event: incurrence source text: $484,540,000 aggregate principal amount of 3.400% Notes due January 15, 2030 (the “2030 Notes”) evidence_url: https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/0001104659-24-006077-index.htm - Debt Financings REALTY INCOME CORP incurred senior notes of $443,768,000 aggregate principal amount of 2.100% Notes due March 15, 2028 at 2.100% maturing March 15, 2028. - Instrument: senior notes - Principal: $443,768,000 aggregate principal amount of 2.100% Notes due March 15, 2028 - Rate: 2.100% - Maturity: March 15, 2028 - Event: incurrence source text: $443,768,000 aggregate principal amount of 2.100% Notes due March 15, 2028 (the “2028 Notes”) evidence_url: https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/0001104659-24-006077-index.htm - Debt Financings REALTY INCOME CORP amended senior notes of $52,940,000 aggregate principal amount of Spirit Notes with U.S. Bank Trust Company, National Association. - Instrument: senior notes - Principal: $52,940,000 aggregate principal amount of Spirit Notes - Counterparty: U.S. Bank Trust Company, National Association - Event: amendment source text: vi. U.S. $445,040,000 aggregate principal amount of Spirit 2031 Notes; and vii. U.S. $347,579,000 aggregate principal amount of Spirit 2032 Notes. Following such cancellation, $52,940,000 aggregate principal amount of Spirit Notes remain outstanding across the seven series of Spirit Notes (the “Remaining Spirit Notes”). Concurrently with settlement of the Exchange evidence_url: https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/0001104659-24-006077-index.htm - Debt Financings REALTY INCOME CORP incurred senior notes of $445,035,000 aggregate principal amount of 3.200% Notes due February 15, 2031 at 3.200% maturing February 15, 2031. - Instrument: senior notes - Principal: $445,035,000 aggregate principal amount of 3.200% Notes due February 15, 2031 - Rate: 3.200% - Maturity: February 15, 2031 - Event: incurrence source text: $445,035,000 aggregate principal amount of 3.200% Notes due February 15, 2031 (the “2031 Notes”) evidence_url: https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/0001104659-24-006077-index.htm - Governance Changes REALTY INCOME CORP: Classified and designated 6,900,000 shares of authorized capital stock as Realty Income Series A Preferred Stock, with dividend, liquidation, redemption, and conversion terms (effective 2024-01-19). - Change: charter amendment - Effective: 2024-01-19 source text: On January 19, 2024, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary, also referred to as the Articles Supplementary, to its charter, classifying and designating 6,900,000 of its authorized capital stock as shares Realty Income Series A Preferred Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/0001104659-24-006077-index.htm - M&A Transactions REALTY INCOME CORP completed an acquisition involving Spirit Realty Capital, Inc. (closed 2024-01-23). - Action: acquisition - Counterparty: Spirit Realty Capital, Inc. - Closing: 2024-01-23 source text: “Company”), Saints MD Subsidiary, Inc., a Maryland corporation (“Merger Sub”), and Spirit Realty Capital, Inc., a Maryland corporation (“Spirit”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth evidence_url: https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/0001104659-24-006077-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.