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Realty Income Corporation

07/13/2021 | Press release | Distributed by Public on 07/13/2021 06:59

Purchase Agreement (Form 8-K)

Other Events

On July 8, 2021, Realty Income Corporation (the 'Company') entered into a purchase agreement with Goldman Sachs & Co. LLC, Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse International, Merrill Lynch International and Wells Fargo Securities International Limited, as joint book-running managers and underwriters, and the other underwriters party thereto (collectively, the 'Underwriters'), pursuant to which the Company agreed to issue and sell to the Underwriters £400,000,000 aggregate principal amount of its 1.125% Notes due 2027 and £350,000,000 aggregate principal amount of its 1.750% Notes due 2033.

The offering closed on July 13, 2021. Total net proceeds of the offering (after deducting the underwriting discount and before deducting estimated expenses) were approximately £742.0 million.

Financial Statements and Exhibits

(d) Exhibits

1.1 Purchase Agreement, dated July 8, 2021 between the Underwriters and the Company.
4.1 Indenture dated as of October 28, 1998 (the 'Indenture') between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (filed as exhibit 4.1 to the Company's Form 8-K, filed on October 28, 1998 and dated October 27, 1998 and incorporated herein by reference).
4.2 Form of 1.125% Note due 2027 issued on July 13, 2021 (included in Exhibit 4.4 below).
4.3 Form of 1.750% Note due 2033 issued on July 13, 2021 (included in Exhibit 4.4 below).
4.4 Officers' Certificate dated July 13, 2021 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled '1.125% Notes due 2027' and a new series of debt securities entitled '1.750% Notes due 2033.'
5.1 Opinion of Venable LLP.
5.2 Opinion of Latham & Watkins LLP.
23.1 Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto).
23.2 Consent of Latham & Watkins (contained in the opinion filed as Exhibit 5.2 hereto).
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)