Item 8.01. Other Events. OnJune 18, 2020 , the operating partnership ofVEREIT, Inc. , aMaryland corporation ("VEREIT"),VEREIT Operating Partnership, L.P. , aDelaware limited partnership (the "Operating Partnership" and together withVEREIT , the "Company"), andVEREIT , as guarantor, entered into an underwriting agreement (the "Underwriting Agreement") withWells Fargo Securities, LLC ,Barclays Capital Inc. ,BofA Securities, Inc. ,J.P. Morgan Securities LLC ,Mizuho Securities USA LLC andU.S. Bancorp Investments, Inc. , as representatives of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which theOperating Partnership agreed to issue and sell to the Underwriters$600.0 million aggregate principal amount of theOperating Partnership's 3.400% Senior Notes due 2028 (the "Notes") at an issue price of 99.144%. Interest on the Notes will be payable in cash and will accrue at a rate of 3.400% per annum. The Notes will be senior unsecured obligations of theOperating Partnership , guaranteed byVEREIT . The offering of the Notes is expected to close onJune 29, 2020 , subject to the satisfaction of customary closing conditions. The offering and sale of the Notes was made pursuant to a free writing prospectus, preliminary prospectus supplement and final prospectus supplement pursuant to the Company's effective registration statement on Form S-3 (File Nos. 333-230883 and 333-230883-01), each of which has been filed with theSecurities and Exchange Commission (the "SEC").The Operating Partnership intends to use the net proceeds from the offering of the Notes to make a distribution toVEREIT , whichVEREIT intends to use to fund the redemption (the "Series F Partial Redemption") of approximately$100.0 million ofVEREIT's 6.70% Series F Cumulative Redeemable Preferred Stock, plus accrued and unpaid dividends thereon (the "Series F Preferred Stock"), and to repay borrowings under theOperating Partnership's revolving credit facility contemporaneously with or shortly after, the closing of the offering. In addition, theOperating Partnership may use a portion of the net proceeds from the offering, together with borrowings under its revolving credit facility or cash on hand, to make a distribution toVEREIT to fund the purchase of a portion of or the repayment at maturity ofVEREIT's 3.75% Convertible Senior Notes due 2020 (the "Convertible Notes"). These intentions are subject to change. None of the Series F Partial Redemption, the repayment of borrowings under the revolving credit facility or purchase of the Convertible Notes before maturity, or the delivery of notices, offers or other documentation in connection therewith, is a condition to closing the offering of the Notes. 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 Notes. 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 (i) Notes offered and to be sold pursuant to the free writing prospectus, preliminary prospectus supplement, final prospectus supplement and registration statement described above; (ii) Series F Preferred Stock; or (iii) Convertible Notes. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedJune 18, 2020 , among the Operating Partnership,VEREIT andWells Fargo Securities, LLC ,Barclays Capital Inc. ,BofA Securities, Inc. ,J.P. Morgan Securities LLC ,Mizuho Securities USA LLC andU.S. Bancorp Investments, Inc. , as representatives of the several underwriters named therein 5.1 Opinion ofVenable LLP 5.2 Opinion ofGoodwin Procter LLP 23.1 Consent ofVenable LLP (included in Exhibit 5.1) 23.2 Consent ofGoodwin Procter LLP (included in Exhibit 5.2) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 and projections regarding future events and plans, the Company's future financial condition, results of operations, liquidity and business, including statements regarding the closing of the offering of the Notes and the use of proceeds therefrom. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company's control, that could cause actual events and plans or could cause the Company's business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from those set forth in the forward-looking statements: the duration
and extent of the impact of COVID-19 on our business and the businesses of our
tenants (including their ability to timely make rent payments) and the economy
generally; federal or state legislation or regulation that could impact the
timely payment of rent by tenants in light of COVID-19; the Company's plans,
market and other expectations, objectives, intentions and other statements that
are not historical facts; the Company's ability to renew leases, lease vacant
space or re-lease space as leases expire on favorable terms or at all; risks
associated with tenant, geographic and industry concentrations with respect to
the Company's properties; risks accompanying the management of its industrial
partnership and office partnership; the impact of impairment charges in respect
of certain of the Company's properties; unexpected costs or liabilities that may
arise from potential dispositions, including related to limited partnership,
tenant-in-common and
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