Realty Income : Purchase Agreement - Form 8-K

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: January 13, 2023

(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, California92130
(Address of principal executive offices)

[phone]
(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		Trading symbol		Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value		O		New York Stock Exchange
1.125% Notes due 2027		O27A		New York Stock Exchange
1.875% Notes due 2027		O27B		New York Stock Exchange
1.625% Notes due 2030		O30		New York Stock Exchange
1.750% Notes due 2033		O33A		New York Stock Exchange
2.500% Notes due 2042		O42		New York Stock Exchange

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

On January 13, 2023, Realty Income Corporation (the "Company") closed its offering of $500,000,000 aggregate principal amount of its 5.050% Notes due 2026 and $600,000,000 aggregate principal amount of its 4.850% Notes due 2030, pursuant to a purchase agreement dated January 9, 2023 entered into by and among the Company, Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

4.1		Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (filed as exhibit 4.1 to the Company's Form 8-K, filed on October 28, 1998 and dated October 27, 1998 and incorporated herein by reference).
4.2		Form of 5.050% Note due 2026 issued on January 13, 2023 (contained in Exhibit 4.4 hereto).
4.3		Form of 4.850% Note due 2030 issued on January 13, 2023 (contained in Exhibit 4.4 hereto).
4.4		Officers' Certificate dated January 13, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled "5.050% Notes due 2026" and a new series of debt securities entitled "4.850% Notes due 2030" and including the forms of debt securities of each such series.
5.1		Opinion of Venable LLP.
5.2		Opinion of Latham & Watkins LLP.
23.1		Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto).
23.2		Consent of Latham & Watkins (contained in the opinion filed as Exhibit 5.2 hereto).
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: January 13, 2023	REALTY INCOME CORPORATION
	By:	/s/ Bianca Martinez
		Bianca Martinez
		Senior Vice President, Associate General Counsel and Assistant Secretary