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: October 4, 2016
(Date of Earliest Event Reported)

 

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-13374

 

33-0580106

 

 

 

 

 

(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)

 

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 October 4, 2016, Realty Income Corporation (the “Company”) entered into a purchase agreement with Citigroup Global Markets Inc., Barclays Capital Inc., BNY Mellon Capital Markets, LLC, Goldman, Sachs & Co. and U.S. Bancorp Investments, Inc., as representatives (the “Representatives”) of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell $600,000,000 aggregate principal amount of its 3.000% Notes due 2027. The offering is anticipated to close on October 12, 2016, subject to customary closing conditions.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

1.1

Purchase Agreement, dated October 4, 2016 between the Representatives of the Underwriters and the Company.

 


 

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: October 6, 2016

REALTY INCOME CORPORATION

 

 

 

 

 

 

By:

/s/ MICHAEL R. PFEIFFER

 

 

 

 

 

Michael R. Pfeiffer

 

 

 

 

 

Executive Vice President, General Counsel and Secretary

 


 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

 

 

 

1.1

 

Purchase Agreement, dated October 4, 2016, between the Representatives of the Underwriters and the Company.