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.
Exhibit No Description
1.1 Sales Agreement, dated December 6, 2019, by and among the Company, the
sales agents party thereto and the forward purchasers party thereto
(filed as Exhibit 1.1 to the Company's Form 8-K, filed on December 6,
2019 and incorporated herein by reference)
1.2 Amendment No. 1 to Sales Agreement, dated as of August 5, 2020, by and
among the Company, the sales agents party thereto and the forward
purchasers party thereto (filed as Exhibit 1.1 to the Company's Form
8-K, filed on August 5, 2020 and incorporated herein by reference)
1.3 Amendment No. 2 to Sales Agreement, dated as of June 4, 2021, by and
among the Company, the sales agents party thereto and the forward
purchasers party thereto
5.1 Opinion of Venable LLP.
5.2 Opinion of Venable LLP.
8.1 Opinion of Latham & Watkins LLP.
23.1 Consent of Venable LLP (included in Exhibit 5.1)
23.2 Consent of Venable LLP (included in Exhibit 5.2)
23.3 Consent of Latham & Watkins LLP (included in Exhibit 8.1)
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
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