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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: February 16, 2024
(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, California 92130
(Address of principal executive offices)
(858) 284-5000
(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 |
6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value |
|
OPR |
|
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 |
4.875% Notes due 2030 |
|
O30A |
|
New York Stock Exchange |
5.750% Notes due 2031 |
|
O31A |
|
New York Stock Exchange |
1.750% Notes due 2033 |
|
O33A |
|
New York Stock Exchange |
5.125% Notes due 2034 |
|
O34 |
|
New York Stock Exchange |
6.000% Notes due 2039 |
|
O39 |
|
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
Filing of Shelf Registration Statement and Prospectus Supplements
On February 16, 2024, Realty Income Corporation (the “Company”)
filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3 (File No. 333-277150)
(the “Registration Statement”), which became immediately effective upon filing.
On February 16, 2024, the Company also filed with the SEC a prospectus
supplement, dated February 16, 2024, to the prospectus included in the Registration Statement in connection with the Company’s
existing Dividend Reinvestment and Stock Purchase Plan (the “DRIP prospectus supplement”).
On February 16, 2024, the Company also filed with the SEC a prospectus
supplement, dated February 16, 2024, to the prospectus included in the Registration Statement in connection with the offer and sale
from time to time of up to 1,738,767 shares of common stock, par value $0.01 per share, of the Company by selling stockholders which may
receive such shares upon redemption of units of limited partnership interest in Realty Income, L.P (the “Unit Exchange prospectus
supplement”).
In connection with the filing of the DRIP prospectus supplement, the
Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Venable LLP, regarding the validity of the securities being registered
under the DRIP prospectus supplement. In connection with the filing of the Unit Exchange prospectus supplement, the Company is filing
as Exhibit 5.2 hereto an opinion of its counsel, Venable LLP, regarding the validity of the securities being registered under the
Unit Exchange prospectus supplement.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
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: February 16, 2024 |
REALTY INCOME CORPORATION |
|
|
|
|
By: |
|
|
|
/s/ Bianca Martinez |
|
|
Bianca Martinez |
|
|
Senior Vice President, Associate General Counsel and Assistant Secretary |
Exhibit 5.1
February 16, 2024
Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have served as Maryland counsel
to Realty Income Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising
out of the registration of 10,928,639 shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”),
of the Company, to be issued from time to time pursuant to the Dividend Reinvestment and Stock Purchase Plan of the Company (the “Plan”).
The Shares are covered by the Company’s Registration Statement on Form S-3, and all amendments thereto (the “Registration
Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”).
In connection with our representation
of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The
Registration Statement and the related form of prospectus included therein, substantially in the form in which it was transmitted to
the Commission under the Securities Act;
2. The
Prospectus Supplement, dated February 16, 2024, in the form filed with the Commission under the Securities Act;
3. The
charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The
Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. A
certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6. Resolutions
adopted by the Board of Directors of the Company relating to, among other matters, the registration and issuance of the Shares and the
approval of the Plan (the “Resolutions”), certified as of the date hereof by an officer of the Company;
Realty Income Corporation
February 16, 2024
Page 2
7. The
Plan;
8. A
certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such
other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.
In expressing the opinion set
forth below, we have assumed the following:
1. Each
individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each
individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each
of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable
in accordance with all stated terms.
4. All
Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted
to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained
in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there
has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The
Shares will not be issued or transferred in violation of the restrictions on ownership and transfer set forth in Article VII of the
Charter.
6. Upon
the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares
of Common Stock that the Company is then authorized to issue under the Charter.
Realty Income Corporation
February 16, 2024
Page 3
Based upon the foregoing, and
subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The
Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
2. The
issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the
Resolutions, the Plan and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited
to the laws of the State of Maryland and we do not express any opinion herein concerning United States federal law or the laws of any
other jurisdiction. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities
laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which
our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express
any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction
of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein
is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We
assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished
to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the
“Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this
opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities
Act.
|
Very truly yours, |
|
|
|
/s/ Venable LLP |
Exhibit 5.2
February 16, 2024
Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
Re: Registration
Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel
to Realty Income Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising
out of the registration of up to 1,738,767 shares (the “Shares”) of common stock, $0.01 par value per share (“Common
Stock”), of the Company, to be sold by the stockholders named under the caption “Selling Stockholders” in the above-referenced
Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).
The Shares are issuable upon the redemption of common units of limited partnership interest (the “OP Units”) in Realty Income,
L.P., a Maryland limited partnership (“RI OP”).
In connection with our representation
of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The
Registration Statement;
2. The
prospectus, dated February 16, 2024, as supplemented by a prospectus supplement, dated February 16, 2024, filed with the Commission
pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the 1933 Act;
3. The
charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The
Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. The
Certificate of Limited Partnership of RI OP, certified by the SDAT;
6. The
Amended and Restated Agreement of Limited Partnership of RI OP (the “RI Partnership Agreement”), certified as of the date
hereof by an officer of the Company;
Realty Income Corporation
February 16, 2024
Page 2
7. Resolutions
adopted by the Board of Directors of the Company, or a duly authorized committee thereof, relating to, among other matters, the registration
and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
8. A
certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
9. A
certificate executed by an officer of the Company, dated as of the date hereof; and
10. Such
other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set
forth below, we have assumed the following:
1. Each
individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each
individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each
of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable
in accordance with all stated terms.
4. All
Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted
to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained
in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there
has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The
Shares will not be issued or transferred in violation of any restriction or limitation contained in Article VII of the Charter.
Realty Income Corporation
February 16, 2024
Page 3
6. Upon
the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number
of shares of Common Stock that the Company is then authorized to issue under the Charter.
Based upon the foregoing, and
subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The
Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The
issuance of the Shares has been duly authorized and, when and to the extent issued upon the redemption of the OP Units in accordance with
the Resolutions and the RI Partnership Agreement, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited
to the laws of the State of Maryland and we do not express any opinion herein concerning United States federal law or the laws of any
other jurisdiction. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities
laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which
our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express
any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction
of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein
is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We
assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished
to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”),
which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the
Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
|
Very truly yours, |
|
|
|
/s/ Venable LLP |
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Realty Income (NYSE:O)
過去 株価チャート
から 5 2024 まで 6 2024
Realty Income (NYSE:O)
過去 株価チャート
から 6 2023 まで 6 2024