Item 8.01 Other Events
On January 11, 2021, Realty Income Corporation (the "Company") entered into a
purchase agreement with BofA Securities, Inc., Morgan Stanley & Co. LLC, Wells
Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of
the underwriters listed therein (the "Underwriters"), pursuant to which the
Company agreed to issue and sell to the Underwriters 10,500,000 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"), plus up
to an additional 1,575,000 shares of Common Stock if the Underwriters exercise
their option to purchase additional shares of Common Stock in full. The public
offering price for the shares was $57.05 per share. On January 13, 2021, the
Underwriters exercised their option to purchase additional shares of Common
Stock in full.
The transaction closed on January 14, 2021. Total net proceeds of the offering
(after deducting the underwriting discount and before deducting other estimated
expenses) were approximately $669.6 million. The Company intends to use net
proceeds from the offering, along with available cash and borrowings as
necessary, to fund property acquisitions. As of January 8, 2021, the Company had
entered into agreements or letters of intent to acquire additional U.S. and U.K.
properties with an aggregate estimated purchase price of approximately $676.8
million. Any remaining net proceeds will be used for general corporate purposes
and working capital, which may include additional acquisitions, developments or
expansions and/or repayment of borrowings under the Company's $3.0 billion
revolving credit facility and/or its $1.0 billion commercial paper program. The
acquisition of properties is subject to numerous uncertainties, including
various closing conditions, and there can be no assurance that the properties
for which the Company has entered into letters of intent (which are non-binding
and therefore can be terminated by the buyer or the seller) or acquisition
agreements will be acquired at the prices or on the timetable or other terms
currently contemplated, or at all, or that the Company will enter into binding
agreements to acquire properties as to which it has entered into letters of
intent.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1 Purchase Agreement, dated January 11, 2021, between the Underwriters
and the Company.
5.1 Opinion of Venable LLP.
23.1 Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1
hereto).
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
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