UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 4, 2016
VEREIT, INC.
VEREIT OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
Maryland Delaware | 001-35263 333-197780 | 45-2482685 45-1255683 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission file number) | (IRS Employer Identification Number) |
2325 E. Camelback Road, Suite 1100
Phoenix, AZ 85016
(Address of principal executive offices, including zip code)
(800) 606-3610
(Registrant’s telephone number, including area code)
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 (See General Instruction A.2 below):
| ¨ | 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 8.01. | Other Events. |
On August 4, 2016, VEREIT, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman, Sachs & Co. (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell to the Underwriters 60,000,000 shares of common stock, par value $0.01 per share (the “Shares”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to 9,000,000 additional shares of common stock within 30 days after the offering, which the Underwriters exercised in full. The common stock was offered and sold pursuant to a prospectus supplement and related prospectus filed as part of the Company’s shelf registration statement on Form S-3 (File No. 333-211204). The offering closed on August 10, 2016.
In connection with the filing of the Underwriting Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Venable LLP, regarding the legality of the Shares.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company for losses or damages arising out of or in connection with the sale of the Shares.
The foregoing is a summary description of certain terms of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any securities of the Company, including, without limitation, the Shares offered and to be sold pursuant to the preliminary prospectus supplement, final prospectus supplement and registration statement described above.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated August 4, 2016, among the Company and Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman, Sachs & Co., as the underwriters | |
| 5.1 | Opinion of Venable LLP | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
SIGNATURES
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.
| VEREIT, INC. | ||
| By: | /s/ Michael J. Bartolotta | |
| Name: | Michael J. Bartolotta | |
| Title: | Executive Vice President and Chief Financial Officer | |
| VEREIT OPERATING PARTNERSHIP, L.P. | ||
| By: VEREIT, Inc., its sole general partner | ||
| By: | /s/ Michael J. Bartolotta | |
| Name: | Michael J. Bartolotta | |
| Title: | Executive Vice President and Chief Financial Officer | |
Dated: August 10, 2016
