O Realty Income

Filed: 6 Jul 21, 4:08pm



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: June 30, 2021

(Date of Earliest Event Reported)



(Exact name of registrant as specified in its charter)


(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)



(Registrant’s telephone number, including area code)



(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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company o


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. o


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading symbol Name of Each Exchange On
Common Stock, $0.01 Par Value O New York Stock Exchange
1.625% Notes due 2030 O30 New York Stock Exchange







Item 8.01        Other Events


On June 30, 2021, Realty Income Corporation (the “Company”) entered into a purchase agreement with Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters 8,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), plus up to an additional 1,200,000 shares of Common Stock if the Underwriters exercise their option to purchase additional shares of Common Stock in full. On July 1, 2021, the Underwriters exercised their option to purchase additional shares of Common Stock in full.


The transaction closed on July 6, 2021. Total proceeds of the offering (before deducting estimated expenses) were approximately $594.1 million. The Company intends to use the net proceeds from the offering to repay borrowings under the Company’s $3.0 billion revolving credit facility and/or the Company’s $1.0 billion commercial paper program, and, to the extent not used for that purpose, to fund potential investment opportunities and/or for other general corporate purposes.


Item 9.01        Financial Statements and Exhibits.


(d) Exhibits


1.1Purchase Agreement, dated June 30, 2021, between the Underwriters and the Company.
5.1Opinion of Venable LLP.
23.1Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto).
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)







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.




  Michelle Bushore
  Executive Vice President, Chief Legal Officer, General Counsel and Secretary