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: June 19, 2019
(Date of Earliest Event Reported)




(Exact name of registrant as specified in its charter)












(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)


(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


Name of Each Exchange On Which

Common Stock, $0.01 Par Value




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 June 19, 2019, Realty Income Corporation (the “Company”) closed its offering of $500,000,000 aggregate principal amount of its 3.250% Notes due 2029 pursuant to a purchase agreement dated June 12, 2019 entered into by and among the Company, Citigroup Global Markets Inc., BNY Mellon Capital Markets, LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. as representatives of the underwriters.



Item 9.01 Financial Statements and Exhibits


(d) Exhibits




Indenture dated as of October 28, 1998 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).



Form of 3.250% Note due 2029.



Officers’ Certificate pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.250% Notes due 2029.”



Opinion of Venable LLP.



Opinion of Latham & Watkins LLP.



Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto).



Consent of Latham & Watkins (contained in the opinion filed as Exhibit 5.2 hereto).





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: June 19, 2019














Michael R. Pfeiffer






Executive Vice President, Chief Administrative Officer, General Counsel and Secretary


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