Item 8.01 Other Events
On July 8, 2021, Realty Income Corporation (the "Company") entered into a
purchase agreement with Goldman Sachs & Co. LLC, Barclays Bank PLC, Citigroup
Global Markets Limited, Credit Suisse International, Merrill Lynch International
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 £400,000,000 aggregate principal amount of its 1.125% Notes due
2027 and £350,000,000 aggregate principal amount of its 1.750% Notes due 2033.
The offering closed on July 13, 2021. Total net proceeds of the offering (after
deducting the underwriting discount and before deducting estimated expenses)
were approximately £742.0 million.
Item 9.01 Financial Statements and Exhibits
1.1 Purchase Agreement, dated July 8, 2021 between the Underwriters and
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 reference).
4.2 Form of 1.125% Note due 2027 issued on July 13, 2021 (included in
Exhibit 4.4 below).
4.3 Form of 1.750% Note due 2033 issued on July 13, 2021 (included in
Exhibit 4.4 below).
4.4 Officers' Certificate dated July 13, 2021 pursuant to Sections 201,
301 and 303 of the Indenture establishing the terms of a new series of
debt securities entitled "1.125% Notes due 2027" and a new series of
debt securities entitled "1.750% Notes due 2033."
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
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)
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