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: July 16, 2020
(Date of Earliest Event Reported)
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | | 1-13374 | | 33-0580106 |
(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)
(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol | | Name of Each Exchange On Which
Registered |
| Common Stock, $0.01 Par Value | | O | | New York Stock Exchange |
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 8.01 Other Events
On July 16, 2020, Realty Income Corporation (the “Company”) closed its offering of $350,000,000 aggregate principal amount of its 3.250% Notes due 2031 (the “Notes”) pursuant to a purchase agreement dated July 6, 2020 entered into by and among the Company, Goldman Sachs & Co. LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as representatives of the underwriters. The Notes constitute a further issuance of the Company's 3.250% Notes due 2031, of which $600,000,000 aggregate principal amount was issued on May 8, 2020 and is outstanding as of the date of this Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 4.1 | | Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 and dated October 27, 1998 and incorporated herein by reference). |
| 4.2 | | Form of 3.250% Note due 2031 issued on July 16, 2020. |
| 4.3 | | Officers’ Certificate dated July 16, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, re-opening a series of securities entitled “3.250% Notes due 2031.” |
| 5.1 | | Opinion of Venable LLP. |
| 5.2 | | Opinion of Latham & Watkins LLP. |
| 23.1 | | Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
| 23.2 | | Consent of Latham & Watkins (contained in the opinion filed as Exhibit 5.2 hereto). |
| 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: July 16, 2020 | REALTY INCOME CORPORATION |
| | |
| | By: | /s/ MICHAEL R. PFEIFFER |
| | | Michael R. Pfeiffer |
| | | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
