Current Report — Form 8-K Filing Table of Contents
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(Address
of principal executive offices, including zip code)
ii(800)/
ii606-3610/
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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:
iCommon
Stock
$0.01 par value per share (VEREIT, Inc.)
iVER
iNew York Stock Exchange
i6.70%
Series F Cumulative Redeemable Preferred Stock
$0.01 par value per share (VEREIT, Inc.)
iVER PRF
iNew 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).
VEREIT, Inc.
VEREIT Operating Partnership, L.P.
Emerging growth company
i☐
Emerging
growth company
i☐
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
1.01. Entry into a Material Definitive Agreement.
On November 17, 2020, the operating partnership of VEREIT, Inc., a Maryland corporation (“VEREIT”), VEREIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership” and together with VEREIT, the “Company”), closed its previously announced senior note offering, consisting of $500.0 million aggregate principal amount of the Operating Partnership’s 2.200% Senior Notes due 2028 (the “2028 Notes”) at an issue price of 98.881% of the principal amount thereof and $700.0 million aggregate principal amount of the Operating Partnership’s 2.850% Senior Notes due 2032 (the “2032 Notes” and together with the 2028 Notes, the “Notes”) at an issue price of 98.928% of the principal amount thereof.
Indenture for the Notes
The
Operating Partnership issued the Notes pursuant to (1) an Indenture, dated as of February 6, 2014, by and among the Operating Partnership (f/k/a ARC Properties Operating Partnership, L.P.), VEREIT (f/k/a American Realty Capital Properties, Inc.), certain other parties named therein and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”) and (2) an Officer’s Certificate, dated as of November 17, 2020, amending and supplementing the Base Indenture and establishing the terms of the Notes (the “Series Officer’s Certificate” and together with the Base Indenture, the “Indenture”). The 2028 Notes mature on June 15, 2028 and bear interest at a rate of 2.20% per year. The 2032 Notes mature on December 15, 2032 and bear interest
at a rate of 2.850% per year. Interest on the Notes is payable on June 15 and December 15 of each year, beginning on June 15, 2021.
The Operating Partnership may redeem the Notes of either series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Notes redeemed, plus a “make-whole” redemption premium described in the Indenture, together with accrued and unpaid interest to, but not including, the redemption date. However, if the 2028 Notes are redeemed on or after April 15, 2028 or if the 2032 Notes are redeemed on or after September 15, 2032, the redemption price will be 100% of the principal amount of the Notes redeemed, together with accrued and unpaid interest to, but not including,
the redemption date.
The Notes are guaranteed on a senior unsecured basis by VEREIT. The Notes and the guarantees are the senior unsecured obligations of the Operating Partnership and VEREIT, respectively, and rank pari passu in right of payment with all of the senior indebtedness of the Operating Partnership and VEREIT, respectively, and senior in right of payment to all of the subordinated indebtedness of the Operating Partnership and VEREIT, respectively. The Notes and the guarantees are effectively subordinated to the future secured indebtedness of the Operating Partnership and VEREIT, respectively, to the extent of the value of the assets securing such indebtedness. The Notes will not initially be guaranteed by any of the Company’s subsidiaries, and, therefore the Notes will initially be structurally subordinated to all liabilities of VEREIT’s subsidiaries (other than the Operating
Partnership).
The Indenture contains covenants limiting, among other things, the ability of the Company and its subsidiaries to incur additional debt and use their assets to secure debt and the ability of the Company to merge or consolidate with another company. The Indenture also requires the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.
Events of default under the Indenture include the following with respect to a series of Notes: default for 30 days in the payment when due of interest on such series; default in the payment when due of the principal of, or premium, if any, on such series; failure to comply with certain covenants in the Indenture with respect
to such series for 60 days after the receipt of notice from the Trustee or holders of 25% in aggregate principal amount of the Notes of such series; cessation of the guarantee of any guarantor in respect of such series required by the Indenture; acceleration or payment default of recourse debt of VEREIT or any of its subsidiaries in excess of a specified amount; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to VEREIT, the Operating Partnership or a subsidiary of VEREIT that is a “significant subsidiary” of VEREIT, all Notes then outstanding will become due and payable immediately without further action or notice. If any other event of default occurs with respect to the 2028 Notes or the 2032 Notes, the Trustee or holders of 25% in aggregate principal amount of the 2028 Notes or 2032 Notes, as the case may be, may declare all of the 2028 Notes or 2032 Notes,
as the case may be, to be due and payable immediately.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Base Indenture and the Series Officer’s Certificate (including the forms of the 2028 Note and the 2032 Note attached thereto), which are filed herewith as Exhibits 4.1, 4.2, 4.3 and 4.4 and incorporated herein by reference.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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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.
