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: October 2, 2012
(Date of Earliest Event Reported)
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
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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.) |
600 La Terraza Boulevard, Escondido, California 92025-3873
(Address of principal executive offices)
(760) 741-2111
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On October 2, 2012, Realty Income Corporation (the “Company”) entered into a purchase agreement with Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell $350,000,000 aggregate principal amount of its 2.000% Notes due 2018 and $450,000,000 aggregate principal amount of its 3.250% Notes due 2022. The offering is anticipated to close on October 10, 2012.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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1.1 |
Purchase Agreement, dated October 2, 2012, between the Underwriters and the Company. |
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5.1 |
Opinion of Venable LLP. |
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5.2 |
Opinion of Latham & Watkins LLP. |
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23.1 |
Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
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23.2 |
Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.2 hereto). |
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.
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Dated: October 5, 2012 |
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 |
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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1.1 |
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Purchase Agreement, dated October 2, 2012, between the Underwriters and the Company. |
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5.1 |
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Opinion of Venable LLP. |
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5.2 |
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Opinion of Latham & Watkins LLP. |
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23.1 |
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Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
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23.2 |
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Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.2 hereto). |