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United States
Securities
and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date
of report:
(Date of Earliest Event Reported)
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(
(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)) |
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. | o |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of Each Exchange On Which Registered | ||
| Item 8.01. | Other Events. |
Filing of Shelf Registration Statement and Prospectus Supplement
On June 29, 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. 333-257510) (the “Registration Statement”), which became immediately effective upon filing.
On June 29, 2021, the Company also filed with the SEC a prospectus supplement, dated June 29, 2021, to the prospectus included in the Registration Statement in connection with the Company’s existing Dividend Reinvestment and Stock Purchase Plan.
In connection with the filing of the 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 prospectus supplement. Additionally, in connection with the filing of the prospectus supplement, the Company is filing as Exhibit 8.1 hereto an opinion of its counsel, Latham & Watkins LLP, with respect to certain tax matters.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No | Description | |
| 5.1 | Opinion of Venable LLP. | |
| 8.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 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) |
SIGNATURES
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.
| REALTY INCOME CORPORATION | |||
| Date: | June 30, 2021 | By: | /s/ Michelle Bushore |
| Michelle Bushore | |||
| Executive Vice President, Chief Legal Officer, General Counsel and Secretary | |||
