Form 8-K for REALTY INCOME CORP
17-Jun-2011
Other Events, Financial Statements and Exhibits
Item 8.01 Other Events
On June 14, 2011, Realty Income Corporation (the "Company") entered into a purchase agreement with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters (the "Underwriters"), pursuant to which the Company agreed to issue and sell $150,000,000 aggregate principal amount of its 57/8% Senior Debentures due 2035.
The transaction closed on June 17, 2011. Total net proceeds of the offering (after deducting the underwriting discount and other estimated expenses payable by the Company and excluding accrued interest from and including March 15, 2011 to but excluding June 17, 2011) will be approximately $140.1 million. The Company will use the proceeds from the offering to fund a portion of its previously announced acquisition of up to 33 single-tenant, retail, distribution, office and manufacturing properties.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
1.1 Purchase Agreement, dated June 14, 2011, between the Underwriters
and the Company.
4.1 Indenture, dated as of October 28, 1998, between the Company and The
Bank of New York Trust Company, N.A., as successor trustee (filed as
an exhibit to the Company's Form 8-K, filed on October 28, 1998 and
incorporated herein by reference).
4.2 57/8% Senior Debentures due 2035.
4.3 Officers' Certificate pursuant to Sections 201, 301 and 303 of the
Indenture dated October 28, 1998 between the Company and The Bank of
New York Trust Company, N.A., as successor trustee, re-opening a
series of securities entitled "57/8% Senior Debentures due 2035."
5.1 Opinion of Venable LLP.
5.2 Opinion of Latham & Watkins LLP.
12.1 Calculation of Ratios of Earnings from Continuing Operations to
Fixed Charges and Combined Fixed Charges and Preferred Stock
Dividends.
23.1 Consent of Venable LLP (contained in the opinion filed as
Exhibit 5.1 hereto).
23.2 Consent of Latham & Watkins LLP (contained in the opinion filed as
Exhibit 5.2 hereto). |
