0001104659-21-132415.txt : 20211101 0001104659-21-132415.hdr.sgml : 20211101 20211101170830 ACCESSION NUMBER: 0001104659-21-132415 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20211101 DATE AS OF CHANGE: 20211101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VEREIT, Inc. CENTRAL INDEX KEY: 0001507385 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 452482685 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-182972 FILM NUMBER: 211368149 BUSINESS ADDRESS: STREET 1: 2325 E. CAMELBACK ROAD STREET 2: 9TH FLOOR CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 602-778-6000 MAIL ADDRESS: STREET 1: 2325 E. CAMELBACK ROAD STREET 2: 9TH FLOOR CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: American Realty Capital Properties, Inc. DATE OF NAME CHANGE: 20101208 POS AM 1 a21-31405_2posam.htm POS AM

 

As filed with the Securities and Exchange Commission on November 1, 2021

 

Registration No. 333-182971

Registration No. 333-182972

Registration No. 333-250890

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

REGISTRATION STATEMENT NO.  333-250890

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3

REGISTRATION STATEMENT NO.  333-182972

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-3

REGISTRATION STATEMENT NO.  333-182971

UNDER THE SECURITIES ACT OF 1933

 

VEREIT, INC.

(Rams MD Subsidiary I, Inc., as successor by merger to VEREIT, Inc.)

 

VEREIT OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in its charter)

 

Maryland
Delaware

 

45-2482685
45-1255683

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

c/o Realty Income Corporation

11995 El Camino Real

San Diego, CA 92130

(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive Offices)

 

Michelle Bushore, Esq.

Executive Vice President, Chief Legal Officer,

General Counsel and Secretary

Realty Income Corporation

11995 El Camino Real

San Diego, CA 92130

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Approximate date of commencement of proposed sale to the public: Not applicable.  This post-effective amendment deregisters all of the securities that were unsold under the registration statement as of the date hereof.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

Indicate by check mark whether the registrant (VEREIT, Inc.) is a large accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

x

 

Accelerated filer

o

Non-accelerated filer

o

 

Smaller reporting company

o

 

 

Emerging growth company

o

 

Indicate by check mark whether the registrant (VEREIT Operating Partnership, L.P.) is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

x

 

Accelerated filer

o

Non-accelerated filer

o

 

Smaller reporting company

o

 

 

Emerging growth company

o

 

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 7(a)(2)(B) of the Securities Act. o

 

 

 

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1, Post-Effective Amendment No. 2 or Post-Effective Amendment No. 3, as applicable (collectively, the “Post-Effective Amendments”), the successor entity of VEREIT, Inc., a Maryland real estate investment trust (“VEREIT”), and VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP” and together with VEREIT, the “Registrants”), deregisters all securities that remain unsold under the following Registration Statements on Form S-3 (each a “Registration Statement,” and collectively, the “Registration Statements”) filed by the Registrants with the U.S. Securities and Exchange Commission (the “Commission”):

 

·                  Registration Statement on Form S-3 (No. 333-182971), which was filed with the Commission on August 1, 2012, Pre-Effective Amendment No. 1 thereto, which was filed with the Commission on August 16, 2012, Post-Effective Amendment No. 1 thereto, which was filed with the Commission on August 24, 2012 and Post-Effective Amendment No. 2 thereto, which was filed with the Commission on January 9, 2013.

 

·                  Registration Statement on Form S-3 (No. 333-182972), which was filed with the Commission on August 1, 2012, Pre-Effective Amendment No. 1 thereto, which was filed with the Commission on August 16, 2012 and Post-Effective Amendment No. 1 thereto, which was filed with the Commission on February 1, 2013.

 

·                  Registration Statement on Form S-3 (No. 333-250890), which was filed with the Commission on November 23, 2020, and Amendment No. 1 thereto, which was filed with the Commission on January 15, 2021.

 

Effective on November 1, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021 (as amended, the “Merger Agreement”), by and among VEREIT,  VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP”), Realty Income Corporation, a Maryland corporation (“Realty Income”), Rams MD Subsidiary I, Inc., a Maryland corporation and a direct wholly owned subsidiary of Realty Income (“Merger Sub 1”) and Rams Acquisition Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Realty Income (“Merger Sub 2”), (i) Merger Sub 2 merged with and into VEREIT OP, with VEREIT OP continuing as the surviving entity, and (ii) immediately thereafter, VEREIT merged with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation as a wholly owned subsidiary of Realty Income (together, the “Mergers”).

 

In connection with the completion of the Mergers and related transactions contemplated by the Merger Agreement, the offerings pursuant to the above-referenced Registration Statements have been terminated. In accordance with undertakings made by the Registrants in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrants hereby remove from registration any and all securities registered but unsold under each of the Registration Statements. Each of the Registration Statements is hereby amended, as appropriate, to reflect the deregistration of such securities.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, each Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No.1, Post-Effective Amendment No.2 or Post-Effective Amendment No.3, as applicable, to the above-referenced Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 1st day of November, 2021.

 

 

RAMS MD SUBSIDIARY I, INC., as successor by merger to VEREIT, INC.

 

 

 

 

 

 

By:

/s/ Michelle Bushore

 

 

Name:

Michelle Bushore

 

 

Title:

Executive Vice President, Chief Legal Officer, General Counsel and Secretary

 

 

 

 

 

 

 

VEREIT OPERATING PARTNERSHIP, L.P.

 

 

 

 

By:

/s/ Michelle Bushore

 

 

Name:

Michelle Bushore

 

 

Title:

Executive Vice President, Chief Legal Officer, General Counsel and Secretary

 

*              Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign the Post-Effective Amendments to the Registration Statement.

 

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