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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 6, 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 6, 2020, Realty Income Corporation (the “Company”) entered into a purchase agreement with Goldman Sachs & Co. LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell $350,000,000 aggregate principal amount of its 3.250% Notes due 2031 (the “Notes”). The Notes will 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. The offering is anticipated to close on July 16, 2020, subject to the satisfaction of customary closing conditions.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

1.1   Purchase Agreement, dated July 6, 2020, between the Representatives of the Underwriters and the Company.
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 7, 2020 REALTY INCOME CORPORATION
     
  By:   /s/ MICHAEL R. PFEIFFER
    Michael R. Pfeiffer
    Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

 

 

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