REALTY INCOME CORPORATION 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.
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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Realty Income Corporation published this content on 07 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2021 11:54:02 UTC.
