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| 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 (Date of earliest event reported): November 18, 2019
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| VEREIT, INC. |
| VEREIT OPERATING PARTNERSHIP, L.P. |
| (Exact name of Registrant as specified in its charter) |
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| Maryland | | 001-35263 | | 45-2482685 |
| Delaware | | 333-197780 | | 45-1255683 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 2325 E. Camelback Road, 9th Floor |
| Phoenix, | AZ | 85016 | |
| (Address of principal executive offices, including zip code) |
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| (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:
☐ 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))
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| Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: |
| Title of each class: | Trading symbol(s): | Name of each exchange on which registered: |
| Common Stock | $0.01 par value per share (VEREIT, Inc.) | VER | New York Stock Exchange |
| 6.70% Series F Cumulative Redeemable Preferred Stock | $0.01 par value per share (VEREIT, Inc.) | VER PF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| VEREIT, Inc. | | VEREIT Operating Partnership, L.P. | |
| Emerging growth company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
VEREIT, Inc. ¨ VEREIT Operating Partnership, L.P. o
Item 8.01. Other Events.
On November 18, 2019, VEREIT, Inc. and VEREIT Operating Partnership, L.P. (together with VEREIT, Inc., the “Company”) announced that the Company and the staff of the Enforcement Division of the U.S. Securities and Exchange Commission (“SEC”) have reached an agreement on the material terms of a negotiated resolution relating to the SEC’s investigation of the matters disclosed in the Company’s October 29, 2014 Form 8-K relating to, among other things, the preliminary results of an investigation conducted by the Audit Committee of VEREIT, Inc.’s Board of Directors regarding certain accounting practices. The agreement with the SEC staff, which is subject to documentation and approval by the SEC’s Commissioners, includes payment of $8.0 million as a civil penalty.
Forward-Looking Statements
Information set forth herein contains “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), which reflect the Company’s expectations regarding future events and plans, including the negotiation of definitive documentation regarding, and approval of, the settlement of the SEC investigation. These forward-looking statements are subject to a number of assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Generally, the words “expects,” “anticipates,” “assumes,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “could,” “continues,” variations of such words and similar expressions identify forward-looking statements. The forward-looking statements are based on information currently available to us and involve a number of known and unknown assumptions, risks, uncertainties and other factors, which may be difficult to predict and beyond the control of the Company, which could cause actual results to differ materially from those contained in the forward-looking statements. These factors include the risks and uncertainties detailed from time to time in the Company's filings with the SEC, which are available at the SEC's website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements contained herein whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | VEREIT, INC. |
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| | By: | /s/ Lauren Goldberg |
| | Name: | Lauren Goldberg |
| | Title: | Executive Vice President, General Counsel and Secretary |
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| | VEREIT OPERATING PARTNERSHIP, L.P. By: VEREIT, Inc., its sole general partner |
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| | By: | /s/ Lauren Goldberg |
| | Name: | Lauren Goldberg |
| | Title: | Executive Vice President, General Counsel and Secretary |
Date: November 18, 2019
