Current Report Filing (8-k)
March 02 2020 - 04:37PM
Edgar (US Regulatory)
0000726728
false
0000726728
2020-02-25
2020-02-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: February 26, 2020
(Date of Earliest Event Reported)
REALTY INCOME CORPORATION
(Exact name of registrant as specified in
its charter)
Maryland
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1-13374
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33-0580106
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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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))
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).
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. ¨
Title of each class
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Trading symbol
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Name of Each Exchange On Which
Registered
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Common Stock, $0.01 Par Value
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O
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New York Stock Exchange
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On February 26, 2020, Realty Income Corporation
(the “Company”) entered into a purchase agreement with BofA Securities, Inc., Morgan Stanley & Co. LLC, Wells Fargo
Securities, LLC and RBC Capital Markets, LLC, as representatives of the underwriters listed therein (the “Underwriters”),
pursuant to which the Company agreed to issue and sell 9,000,000 shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”), plus up to an additional 1,350,000 shares of Common Stock if the Underwriters exercise
their option to purchase additional shares of Common Stock in full. The public offering price for the shares was $77.40 per share.
The transaction closed on March 2, 2020.
Total net proceeds of the offering (after deducting the underwriting discount and before deducting estimated expenses) were
approximately $677.1 million. The Company intends to use the net proceeds from the offering to repay the borrowings outstanding
under its $3.0 billion revolving credit facility, and to the extent not used for that purpose, to fund potential investment opportunities
and/or for other general corporate purposes.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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: March 2, 2020
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REALTY INCOME CORPORATION
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By:
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/s/ MICHAEL R. PFEIFFER
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Michael R. Pfeiffer
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Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
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