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: May 13, 2014
(Date of Earliest Event Reported)
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland |
1-13374 |
33-0580106 |
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(State or Other Jurisdiction of |
(Commission File Number) |
(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:
[ ] 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))
Item 8.01 Other Events
On May 13, 2014, Realty Income Corporation, a Maryland corporation (the “Company”) filed a prospectus supplement to the prospectus dated February 22, 2013 that is part of the Registration Statement on Form S-3 (Registration No. 333-186788) related to the offer and sale from time to time of up to 851,568 shares of common stock, par value $0.01 per share, of the Company by selling stockholders which may receive such shares upon redemption of units of limited partnership interest in Realty Income, L.P. or Tau Operating Partnership, L.P.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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5.1 |
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Opinion of Venable LLP. |
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23.1 |
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Consent of Venable LLP (included as part of Exhibit 5.1). |
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: May 13, 2014 |
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. Description |
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5.1 Opinion of Venable LLP. |
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23.1 Consent of Venable LLP (included as part of Exhibit 5.1). |
Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
May 13, 2014
Realty Income Corporation
600 La Terraza Boulevard
Escondido, California 92025
Re: Registration Statement on Form S-3 (File No. 333-186788)
Ladies and Gentlemen:
We have served as Maryland counsel to Realty Income Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to 851,568 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, to be sold by the stockholders named under the caption “Selling Stockholders” in the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are issuable upon the redemption of common units of limited partnership interest (the “OP Units”) in Realty Income, L.P., a Maryland limited partnership (the “RI OP”), and Tau Operating Partnership, L.P., a Delaware limited partnership (“Tau OP”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement;
2. The prospectus, dated February 22, 2013, as supplemented by a prospectus supplement, dated May 13, 2014, filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the 1933 Act;
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Amended and Restated Bylaws of the Company, as amended, certified as of the date hereof by an officer of the Company;
5. The Certificate of Limited Partnership of RI OP, certified by the SDAT;
6. The Amended and Restated Agreement of Limited Partnership of RI OP (the “RI Partnership Agreement”), certified as of the date hereof by an officer of the Company;
Realty Income Corporation
May 13, 2014
7. The Second Amended and Restated Agreement of Limited Partnership of Tau OP (the “Tau Partnership Agreement”), certified as of the date hereof by an officer of the Company;
8. Resolutions adopted by the Board of Directors of the Company, or a duly authorized committee thereof, relating to, among other matters, the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
9. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
10. A certificate executed by an officer of the Company, dated as of the date hereof; and
11. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
Realty Income Corporation
May 13, 2014
5. The OP Units in Tau OP have been duly authorized and validly issued by Tau OP in accordance with the Tau Partnership Agreement and will be exchanged for the Shares in accordance therewith.
6. The Shares will not be issued or transferred in violation of any restriction or limitation contained in Article VII of the Charter.
7. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and to the extent issued upon the redemption of the OP Units in accordance with the Resolutions and the RI Partnership Agreement or the Tau Partnership Agreement, as applicable, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
Realty Income Corporation
May 13, 2014
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP