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:  December 3, 2010

 

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

 

 

600 La Terraza Boulevard, Escondido, California 92025-3873

(Address of principal executive offices)

 

(760) 741-2111

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01               Other Events

 

On December 3, 2010, Realty Income Corporation (the “Company”) entered into a purchase agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 6,400,000 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), plus up to an additional 960,000 shares of Common Stock if the Underwriters exercise their overallotment option in full.  The public offering price for the shares was $33.70 per share.  On December 6, 2010, the Underwriters exercised their overallotment option in full.

 

The transaction closed on December 8, 2010.  Total net proceeds of the offering (after deducting the underwriting discount and other estimated expenses) were approximately $235.7 million.  The Company will use the proceeds from the offering to pay off borrowings under its acquisition credit facility.  The remaining net proceeds will be used for general corporate purposes and working capital.

 

Item 9.01               Financial Statements and Exhibits

 

(d)  Exhibits

 

1.1                                                         Purchase Agreement, dated December 3, 2010, between the Underwriters and the Company.

5.1                                                         Opinion of Venable LLP.

23.1                                                   Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto).

 

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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: December 8, 2010		REALTY INCOME CORPORATION
		By:	/s/ MICHAEL R. PFEIFFER
			Michael R. Pfeiffer
			Executive Vice President, General Counsel and Secretary

 

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INDEX TO EXHIBITS

 

Exhibit No.		Description
1.1		Purchase Agreement, dated December 3, 2010, between the Underwriters and the Company.
5.1		Opinion of Venable LLP.
23.1		Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto).

 

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