United States
Securities
and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of Each Exchange On Which Registered | ||
| Item 8.01. | Other Events. |
Filing of Shelf Registration Statement and Prospectus Supplements
On June 4, 2021, Realty Income Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3 (File No. 333-256788) (the “Registration Statement”), which became immediately effective upon filing.
On June 4, 2021, the Company also filed with the SEC two prospectus supplements, each dated June 4, 2021, to the prospectus included in the Registration Statement in connection with: (i) the Company’s existing Dividend Reinvestment and Stock Purchase Plan, and (ii) the offer and sale of up to 15,678,031 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the terms of the Company’s existing “at-the-market” program (the “ATM Program”). As of the date of this report, the Company has sold a total of 17,724,374 shares of its Common Stock pursuant to the ATM Program, leaving the foregoing 15,678,031 shares of Common Stock available for offer and sale pursuant to such program.
In connection with the filing of the prospectus supplements, the Company is filing as Exhibits 5.1 and 5.2 hereto opinions of its counsel, Venable LLP, regarding the validity of the securities being registered under each respective prospectus supplement. Additionally, in connection with the filing of the prospectus supplement related to the Company’s Dividend Reinvestment and Stock Purchase Plan, the Company is filing as Exhibit 8.1 hereto an opinion of its counsel, Latham & Watkins LLP, with respect to certain tax matters.
Amendment to Sales Agreement
On June 4, 2021, the Company entered into that certain Amendment No. 2 to Sales Agreement (the “Second Amendment”), which amended the Sales Agreement, dated December 6, 2019, by and among the Company, the sales agents party thereto, and the forward purchasers party thereto (the “Sales Agreement”), as amended by that certain Amendment No. 1 to Sales Agreement, dated as of August 5, 2020 (the “First Amendment”), relating to the ATM Program. The Second Amendment addresses certain matters related to the pending merger between the Company and VEREIT, Inc.
The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, First Amendment and Second Amendment, which are attached as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
| REALTY INCOME CORPORATION | |||
| Date: | June 7, 2021 | By: | /s/ Michelle Bushore |
| Michelle Bushore | |||
| Executive Vice President, Chief Legal Officer, General Counsel and Secretary | |||