Item 8.01 Other Events

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On October27, 2017, Realty Income Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”), dated October27, 2017, with Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs& Co. LLC, Morgan Stanley& Co. LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, Robert W. Baird& Co. Incorporated, J.P. Morgan Securities LLC, BNY Mellon Capital Markets, LLC, and Jefferies LLC (each, an “Agent” and together, the “Agents”) providing for the offer and sale of up to 17,000,000 shares of the Company’s common stock from time to time through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting as principal.

Sales of shares of the Company’s common stock, if any, as contemplated by the Sales Agreement will be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or as otherwise agreed upon by one or more of the Agents and the Company from time to time. None of the Agents is required to sell any specific number or dollar amount of shares of the Company’s common stock, but each has agreed, subject to the terms and conditions of the Sales Agreement, to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell the shares of common stock designated by the Company from time to time in accordance with the Company’s instructions. The Company will pay each of the Agents a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of the shares of the Company’s common stock sold through such Agent, as the Company’s sales agent, subject to certain exceptions set forth in the Sales Agreement. The Sales Agreement provides that the Company may sell shares of its common stock through only one Agent on any trading day.

Under the Sales Agreement, the Company may also sell shares of its common stock to one or more of the Agents, as principal for their own respective accounts, at a price agreed upon at the time of sale. If the Company sells shares of its common stock to any Agent or Agents, as principal, the Company will enter into a separate terms agreement with such Agent or Agents, as applicable, setting forth the terms of the transaction.

The Company intends to use any net proceeds from the sale of the shares under the Sales Agreement for general corporate purposes, which may include, among other things, the repayment or repurchase of the Company’s indebtedness (including borrowings under the Company’s $2.0 billion acquisition credit facility), the development and acquisition of additional properties and other acquisition transactions, and the expansion and improvement of certain properties in the Company’s portfolio.

The Sales Agreement is filed herewith as Exhibit1.1. The description of the Sales Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement filed herewith as an exhibit and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



Sales Agreement, dated October27, 2017, between the Sales Agents and the Company.


Opinion of Venable LLP.


Consent of Venable LLP (contained in the opinion filed as Exhibit5.1 hereto).

EX-1.1 2 a17-22966_3ex1d1.htm EX-1.1 Exhibit 1.1   EXECUTION VERSION   REALTY INCOME CORPORATION   Common Stock ($0.01 par value)   SALES AGREEMENT   October 27,…
To view the full exhibit click here


Realty Income Corporation is a real estate investment trust (REIT). The Company is engaged in in-house acquisition, portfolio management, asset management, credit research, real estate research, legal, finance and accounting, information technology and capital markets capabilities. Its portfolio includes approximately 4,540 properties, of which over 4,519 are single-tenant properties, and the remaining are multi-tenant properties. The Company has over 280 lease expirations and re-leased approximately 250 properties. It sold over 30 vacant properties. The Company has grouped its tenants into 48 activity segments, including Apparel, Automotive tire services, Beverages, Child care, Convenience stores, Dollar stores, Drug stores, Financial services, Food processing, Grocery stores, Health and fitness, Health care, Home improvement, Restaurants-casual dining, Restaurants-quick service, Sporting goods, Theaters, Transportation services, Wholesale club and 30 other non-reportable segments.

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