Current Report Filing (8-k)
August 05 2020 - 3:15PM
Edgar (US Regulatory)
0000726728
false
0000726728
2020-08-05
2020-08-05
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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 5, 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))
Securities registered pursuant to Section 12(b) of
the 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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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
Amendment to Sales Agreement
On August 5, 2020, Realty Income Corporation (the “Company”)
entered into that certain Amendment No. 1 to Sales Agreement (the “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 (as
amended, the “Sales Agreement”). Pursuant to the Amendment, among other things, Truist Securities, Inc. succeeded to
and assumed all the rights and obligations of BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”)
under the Sales Agreement and replaced BB&T as a sales agent thereunder.
The Amendment is filed herewith as Exhibit 1.1. The description
of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the Amendment
filed herewith as Exhibit 1.1 hereto and incorporated herein by reference.
Updated United States Federal Income Tax Disclosure
The discussion under the heading “United States Federal
Income Tax Considerations” in Exhibit 99.1 hereto, which is incorporated herein by reference, supersedes and replaces in
their entirety (i) the discussion under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1
to the Current Report on Form 8-K filed by Realty Income Corporation (the “Company”) with the Securities and Exchange
Commission (the “SEC”) on February 22, 2019, as amended and supplemented by the discussion under the heading “Supplemental
U.S. Federal Income Tax Considerations” in Exhibit 99.1 to the second Current Report on Form 8-K filed by the Company with
the SEC on May 8, 2020, and (ii) the discussion under the heading “United States Federal Income Tax Considerations”
in the prospectus dated November 5, 2018, which is a part of the Company’s Registration Statement on Form S-3 (File No. 333-228157)
filed with the SEC on November 5, 2018 and which is also attached to (a) each of three prospectus supplements dated November 5,
2018 filed by the Company with the SEC on November 5, 2018 pursuant to Rule 424(b) of the Securities Act of 1933, as amended (“Rule
424(b)”), and (b) the prospectus supplement dated December 6, 2019 filed by the Company with the SEC on December 6, 2019
pursuant to Rule 424(b).
Item 9.01 Financial Statements and Exhibits
(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: August 5, 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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