Subsequent Events

The following events occurred subsequent to June 30, 2015:

Changes in Corporate Governance Practices

The Board adopted the following changes to the General Partner’s corporate governance practices.

Amendment to Articles of Amendment and Restatement - Opt-Out from Maryland Unsolicited Takeover Act Provision

The Board, as permitted under Section 3-802(c) of the Maryland General Corporation Law (the “MGCL”), adopted an amendment (the “Articles Supplementary”) to the General Partner’s Articles of Amendment and Restatement pursuant to which the General Partner has opted out of the provisions of Section 3-803 of the MGCL (Subtitle 8, Title 3 of the MGCL is commonly referred as the Maryland Unsolicited Takeover Act or “MUTA”), which would otherwise allow the Board to unilaterally divide itself into staggered classes. The Articles Supplementary became effective upon filing with the State Department of Assessments and Taxation of Maryland on August 5, 2015. The opt-out is irrevocable unless approved by an affirmative vote of at least a majority of the votes cast on the matter by stockholders which are entitled to vote generally in the election of directors.

A copy of the Articles Supplementary is attached to this Quarterly Report on Form 10-Q as Exhibit 3.10.

Bylaws Amendment - Adoption of a Majority Voting Standard and Proxy Access Bylaw and Additional Opt-outs from Permitted Takeover Defenses

The Board, as permitted under the MGCL and pursuant to the General Partner’s bylaws (the “Bylaws”), adopted amendments to the Bylaws (the “Bylaws Amendment”) effective August 5, 2015 (except for the proxy access bylaw, as described below), which address the following:


(i)	amendment to adopt a majority voting standard for directors in uncontested elections - the plurality voting standard, which was previously applicable to all elections of directors, will remain applicable in contested elections (where a stockholder nomination of a director has been properly made and not revoked);

(ii)

amendment to effectuate permanent opt-outs from the provisions of each of the Control Share Acquisition Act (contained in Title 3, Subtitle 7 of the MGCL) and Business Combinations Act (contained in Title 3, Subtitle 7 of the MGCL), both of which opt-outs may not be revoked without the affirmative vote of a majority of the votes cast on the applicable matter by the General Partner’s stockholders; and

(iii)

effective as of January 1, 2016, an amendment to adopt proxy access provisions requiring the General Partner to include in its annual proxy statement nominees for election of up to 25% of the Board that have been nominated by stockholders. To be eligible to nominate directors for election, a stockholder or limited group of stockholders must have owned 3% or more of the General Partner’s common stock for at least three years as of the applicable nomination deadline.

The foregoing description of the Bylaws Amendment is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 3.15.

Director Resignation Policy

In connection with the General Partner’s adoption of a majority voting standard for uncontested elections as described above, the Board concurrently adopted a director resignation policy, effective August 5, 2015, whereby an incumbent director who does not receive the requisite majority of votes in an uncontested election must tender his or her resignation to the Board for consideration. Such resignation may specify that it will only be effective upon its acceptance by the Board within 90 days following certification of the stockholder vote. The Board expects that a director whose resignation is under consideration shall abstain from participating in any decision regarding his or her resignation. If the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

Stockholder Rights Plan Policy

The Board adopted a stockholder rights plan policy, effective August 5, 2015, whereby the Board has agreed that it will not adopt a stockholder rights plan (a “poison pill”) unless stockholders approve such rights plan in advance or alternatively, if the Board does adopt a rights plan, the General Partner will submit the rights plan to stockholders for ratification within 12 months of adoption and, if such ratification is not secured within 12 months from adoption, the rights plan will automatically terminate.

Credit Agreement Amendment

On July 31, 2015, the General Partner and the OP entered into the Second Amendment (as defined in Note 10 – Debt). Pursuant to the Second Amendment, the maximum capacity under the Credit Facility was reduced from $3.6 billion to $3.3 billion, which included a reduction in the size of the $2.45 billion revolving credit facility to $2.3 billion and the elimination of the $150.0 million multicurrency revolving credit facility. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility was reduced from $50.0 million to $25.0 million.

In respect of financial covenants, the Second Amendment reduced the Company’s minimum Unencumbered Asset Value (as defined in the Credit Agreement) from $10.5 billion to $8.0 billion. For the purposes of determining Unencumbered Asset Value, the Company is permitted to include restaurant properties representing more than 30% of its Unencumbered Asset Value in such calculation such that: (i) from July 1, 2015 to June 29, 2016, up to 40% of the Unencumbered Asset Value may be comprised of restaurant properties; and (ii) from June 30, 2016 to December 30, 2016, up to 35% of the Unencumbered Asset Value may be comprised of restaurant properties. From December 31, 2016 on, the maximum percentage of Unencumbered Asset Value attributable to restaurant properties will be reduced back down to 30%. In connection with the Second Amendment, the Company agreed to pay certain customary fees to the consenting lenders and agreed to reimburse customary expenses of the arrangers.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.10.

Notable Real Estate Investment Activity

On July 10, 2015, the Company disposed of a portfolio of 68 CVS properties for an aggregate gross sales price of $318.2 million. The properties secured mortgage notes with an aggregate outstanding debt balance of $276.7 million, which were assumed by the buyer in the sale.

NYSE Listing; NASDAQ De-listing

On July 20, 2015, VEREIT, under its former name, provided written notice to the NASDAQ that it intended to voluntarily delist the Common Stock and the Series F Preferred Stock from the NASDAQ promptly following the close of trading on July 30, 2015. VEREIT obtained authorization for listing on the NYSE and, effective July 31, 2015, transferred the listing of its Common Stock and Series F Preferred Stock to the NYSE.

Common Stock Dividends

On August 5, 2015, the General Partner’s board of directors authorized, and the General Partner declared, a dividend in respect of its Common Stock whereby $0.1375 per share (equaling an annualized dividend rate of $0.55 per share) will be paid on each of October 15, 2015 and January 15, 2016 to holders of record on each of September 30, 2015 and December 31, 2015, respectively.

Upcoming Changes to the General Partner’s Board of Directors

On August 4, 2015, Thomas A. Andruskevich and William G. Stanley notified the General Partner’s board of directors that they would not stand for re-election at the General Partner’s 2015 annual meeting of stockholders to be held on September 29, 2015. In connection therewith, the General Partner’s board of directors approved the accelerated vesting of 2,400 and 3,841 Restricted Shares (each representing 2014 annual equity retainers) held by Messrs. Andruskevich and Stanley, respectively, to be effective at such time as they cease being members of the General Partner’s board of directors (their “Departure Dates”). Further, the General Partner’s board of directors approved the accelerated vesting of 6,000 of the 32,000 Restricted Shares Mr. Stanley holds which were issued to him in connection with the completion of the General Partner’s transition to self-management on January 8, 2014 (the “Self-Management Award”). The 6,000 Restricted Shares represent nine months of service by Mr. Stanley from January 8, 2015 (the previous vesting date) to the Departure Date. In connection therewith, Mr. Stanley notified the General Partner’s board of directors that he would not ask its members to accelerate the vesting of the remaining 26,000 Restricted Shares comprising the Self-Management Award and, accordingly, agreed to forfeit such shares upon his Departure Date. Deferred Stock Units issued to each of Messrs. Andruskevich and Stanley in respect of their 2015 annual equity retainers will be fully settled in accordance with their terms upon the Departure Dates.