8-K

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:  August 21, 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(s)	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 August 21, 2020, Realty Income Corporation (the “Company”) issued a press release announcing that it has established a U.S. dollar-denominated unsecured commercial paper program.

Under the terms of the program, the Company may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.0 billion. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company’s other unsecured senior indebtedness, including the Company’s outstanding senior notes and borrowings under the Company’s revolving credit facility. Note proceeds will be used for general corporate purposes. The Company expects to use its $3.0 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper program.

The notes to be offered under the commercial paper note program have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the notes under the Company’s commercial paper note program.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits 

99.1 Press release dated August 21, 2020

104 The Form 8-K cover page, formatted in Inline Extensible Business Reporting Language and included as 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: August 21, 2020	REALTY INCOME CORPORATION
	By:	/s/ MICHAEL R. PFEIFFER
		Michael R. Pfeiffer
		Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

EX-99.1

Exhibit 99.1

REALTY INCOME ANNOUNCES $1.0 BILLION COMMERCIAL PAPER PROGRAM

SAN DIEGO, CALIFORNIA, August 21, 2020….Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, today announced that it has established a U.S. dollar-denominated unsecured commercial paper program.

Under the terms of the program, the company may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.0 billion. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the company’s other unsecured senior indebtedness, including the company’s outstanding senior notes and borrowings under the company’s revolving credit facility. Note proceeds will be used for general corporate purposes. The company expects to use its $3.0 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper program.

The notes to be offered under the commercial paper note program have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes under the company’s commercial paper note program.

Forward-Looking Statements

Statements in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause the company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, domestic and foreign real estate conditions, tenant financial health, the availability of capital to finance planned growth, volatility and uncertainty in the credit markets and broader financial markets, changes in foreign currency exchange rates, property acquisitions and the timing of these acquisitions, charges for property impairments, the effects of the COVID-19 pandemic and the measures taken to limit its impact, the effects of pandemics or global outbreaks of contagious diseases or fear of such outbreaks, the company’s tenants’ ability to adequately manage its properties and fulfill their respective lease obligations to the company, and the outcome of any legal proceedings to which the company is a party, as described in the company’s filings with the Securities and Exchange Commission. Consequently, forward-looking statements should be regarded solely as reflections of the company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. The company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

Investor Contact:

Jonathan Pong, CFA, CPA

Senior VP, Capital Markets and Finance

(858) 284-5177

XML

Cover Page	Aug. 21, 2020	Apr. 09, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 21, 2020
Entity Registrant Name	REALTY INCOME CORPORATION
Entity Central Index Key		0000726728
Amendment Flag		false
Entity Incorporation, State or Country Code	MD
Entity File Number	1-13374
Entity Tax Identification Number	33-0580106
Entity Address, Address Line One	11995 El Camino Real
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	284-5000
Written Communications		false
Soliciting Material		false
Pre-commencement Tender Offer		false
Pre-commencement Issuer Tender Offer		false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	O
Security Exchange Name	NYSE
Entity Emerging Growth Company	false