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: February 27, 2018
(Date of Earliest Event Reported)
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
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| 1-13374
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| 33-0580106
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(State or Other Jurisdiction of
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| (Commission File Number)
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| (IRS Employer Identification No.)
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11995 El Camino Real, San Diego, California 92130
(Address of principal executive offices)
(858) 284-5000
(Registrant’s telephone number, including area code)
N/A
(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
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 8.01 Other Events
United States Federal Income Tax Considerations
As a result of recent changes in applicable tax law, Realty Income Corporation (the “Company”) is superseding and replacing (i) the discussion under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2017 (the “2017 Form 8-K Exhibit 99.1”), (ii) the discussion under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2016 (the “2016 Form 8-K Exhibit 99.1”) and (iii) the discussion under the heading “United States Federal Income Tax Considerations” in the prospectus dated December 21, 2015 (the “Base Prospectus”), which forms part of the Registration Statement on Form S-3 (File No. 333-208652) of the Company filed by the Company with the SEC on December 21, 2015 and which is also attached to (a) each of the three prospectus supplements dated December 21, 2015 filed by the Company with the SEC on December 21, 2015 pursuant to Rule 424(b) of the Securities Act of 1933, as amended (“Rule 424(b)”), and (b) the prospectus supplement dated October 27, 2017 filed by the Company with the SEC on October 27, 2017 pursuant to Rule 424(b). The discussion under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 hereto (incorporated herein by reference) supersedes and replaces, in their entirety, (i) the discussion in the 2017 Form 8-K Exhibit 99.1, (ii) the discussion in the 2016 Form 8-K Exhibit 99.1 and (iii) the discussion under the heading “United States Federal Income Tax Considerations” in the Base Prospectus.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
| United States Federal Income Tax Considerations
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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: February 27, 2018 6
| REALTY INCOME CORPORATION
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| By:
| /s/ MICHAEL R. PFEIFFER
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Michael R. Pfeiffer
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| Executive Vice President, General Counsel and Secretary
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INDEX TO EXHIBITS
Exhibit No.
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| Description
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99.1
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| United States Federal Income Tax Considerations
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