Item 8.01 Other Events
On January 11, 2022, Realty Income Corporation (the "Company") entered into a
purchase agreement with J.P. Morgan Securities plc, The Toronto-Dominion Bank
and Wells Fargo Securities International Limited, as joint book-running managers
and underwriters, and the other underwriters party thereto (collectively, the
"Underwriters"), pursuant to which the Company agreed to issue and sell to the
Underwriters £250,000,000 aggregate principal amount of its 1.875% Notes due
2027 and £250,000,000 aggregate principal amount of its 2.500% Notes due 2042.
The offering closed on January 14, 2022. Total net proceeds of the offering
(after deducting the underwriting discount and before deducting estimated
expenses) were approximately £491.7 million.
Item 9.01 Financial Statements and Exhibits
1.1 Purchase Agreement, dated January 11, 2022 between the Underwriters
and the Company.
4.1 Indenture dated as of October 28, 1998 (the "Indenture") 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
4.2 Form of 1.875% Note due 2027 issued on January 14, 2022 (included in
Exhibit 4.4 below).
4.3 Form of 2.500% Note due 2042 issued on January 14, 2022 (included in
Exhibit 4.4 below).
4.4 Officers' Certificate dated January 14, 2022 pursuant to Sections 201,
301 and 303 of the Indenture establishing the terms of a new series of
debt securities entitled "1.875% Notes due 2027" and a new series of
debt securities entitled "2.500% Notes due 2042."
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
23.2 Consent of Latham & Watkins (contained in the opinion filed as Exhibit
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
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