falsefalse(800)2020-03-308-K2325 E. Camelback Road, 9th FloorPhoenix,85016AZ00015073850001528059606-3610
0001507385
2020-03-30
2020-03-30
0001507385
ver:VEREITOperatingPartnershipL.P.Member
2020-03-30
2020-03-30
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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): March 30, 2020
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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 7.01. Regulation FD Disclosure
Glenn J. Rufrano, the Chief Executive Officer of VEREIT, Inc. (the “Company”), tested positive for the novel coronavirus (COVID-19). He is being treated at home and is expected to recover fully. Paul McDowell, Chief Operating Officer, along with the rest of the Company’s management team, will help manage the Company’s business during Mr. Rufrano’s recovery.
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, including Mr. Rufrano’s expected recovery and the management of the business during his recovery. 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 to the Company 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 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 impact of the coronavirus (COVID-19) on our business and the business of our tenants and the economy generally and other risks and uncertainties detailed in the risks identified in Part I, Item 1A. Risk Factors within the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2020. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as may be 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: March 30, 2020