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: October 29, 2013
(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.)


600 La Terraza Boulevard, Escondido, California 92025-3873

(Address of principal executive offices)


(760) 741-2111

(Registrant’s telephone number, including area code)



(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))



Item 1.01        Entry into a Material Definitive Agreement


On October 29, 2013, Realty Income Corporation, a Maryland corporation (the “Company”) entered into a Third Amendment dated October 29, 2013 (the “Third Amendment”) to its Amended and Restated Credit Agreement, dated as of May 10, 2012, as amended by the First Amendment, dated as of May 31, 2013, and the Second Amendment, dated as of August 19, 2013, among the Company, as Borrower, the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, as sole Lead Arranger and sole Bookrunner, Bank of America, N.A. and Regions Bank, as Syndication Agents, and The Bank of New York Mellon, JPMorgan Chase Bank, N.A., Royal Bank of Canada and U.S. Bank National Association, as Documentation Agents (the “Credit Agreement”).


The Third Amendment (i) slightly modifies the definitions of LIBOR and LIBOR Market Interest Rate and (ii) exercises the Company’s right under Section 2.17 of the Credit Agreement to obtain additional revolving commitments and increase the maximum borrowing capacity under the credit facility by $500 million to $1.5 billion.


The foregoing description of the Third Amendment is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the Third Amendment filed as Exhibit 10.1 hereto and incorporated herein by reference.


Item 2.03                                 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


The information set forth in Item 1.01 is incorporated herein by reference.


Item 9.01        Financial Statements and Exhibits.


(d) Exhibits



The Third Amendment to Credit Agreement dated October 29, 2013 (executed October 29, 2013)





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: October 29, 2013










Michael R. Pfeiffer



Executive Vice President, General Counsel
and Secretary





Exhibit No.





The Third Amendment to Credit Agreement dated October 29, 2013 (executed October 29, 2013).