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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