VEREIT, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-11-01: Form 8-K; Period of report 2021-11-01; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 2.01.
- 2021-10-29: Form 8-K; Period of report 2021-10-29; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2021-10-22: Form 8-K; Period of report 2021-10-22; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2021-10-08: Form 8-K; Period of report 2021-10-08; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-11-01 | 8-K | 2021-11-01 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 2.01 On November 1, 2021, the Mergers were consummated. 3.01 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.03 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 7.01 On November 1, 2021, VEREIT and Realty Income issued a joint press release announcing that the Mergers were consummated. | tm2131399d1_8k.htm |
| 2021-10-29 | 8-K | 2021-10-29 | 2.02 Results of Operations and Financial Condition | 2.02 On October 29, 2021, VEREIT, Inc. together with its operating partnership, VEREIT Operating Partnership, L.P. (collectively, the “Company”) furnished the following documents: (i) a press release relating to its third quarter financial results and related matters, attached hereto as Exhibit 99.1; and (ii) supplemental information for the quarter ended September 30, 2021, attached hereto as Exhibit 99.2. | ver-20211029.htm |
| 2021-10-22 | 8-K | 2021-10-22 | 7.01 Regulation FD Disclosure | 7.01 On October 22, 2021, VEREIT, Inc. ("VEREIT") and Realty Income Corporation (“Realty Income”) issued a joint press release attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing that they anticipate closing their previously announced merger on November 1, 2021. | ver-20211022.htm |
| 2021-10-08 | 8-K | 2021-10-08 | 7.01 Regulation FD Disclosure | 7.01 On October 8, 2021, Realty Income Corporation (“Realty Income”) announced the commencement of exchange offers and consent solicitations for all of the outstanding series of unsecured notes issued by VEREIT Operating Partnership, L.P., and guaranteed by VEREIT, Inc. (“VEREIT”), its general partner. | ver-20211008.htm |
| 2021-10-08 | 8-K/A | 2021-07-30 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on April 29, 2021, VEREIT, Inc., a Maryland corporation (“VEREIT”), and VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Realty Income Corporation (“Realty Income”), a Maryland corporation, Rams MD Subsidiary I, Inc., a Maryland corporation and wholly owned subsidiary of Realty Income (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Realty Income (“Merger Sub 2”). | ver-20210730.htm |
| 2021-10-08 | 8-K/A | 2021-04-29 | 7.01 Regulation FD Disclosure | 7.01 On April 29, 2021, VEREIT, Inc., a Maryland corporation (“VEREIT”), and Realty Income Corporation, a Maryland corporation (“Realty Income”), issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 29, 2021, pursuant to which, subject to the terms and conditions set forth therein, Realty Income will acquire VEREIT in an all-stock transaction. | ver-20210429.htm |
| 2021-08-12 | 8-K | 2021-08-12 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On August 12, 2021, VEREIT, Inc. (“VEREIT” or the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). 7.01 On August 12, 2021, VEREIT and Realty Income issued a joint press release attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing the results of the Special Meeting and the special meeting of stockholders of Realty Income. | ver-20210812.htm |
| 2021-08-05 | 8-K | 2021-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2021, VEREIT, Inc. together with its operating partnership, VEREIT Operating Partnership, L.P. (collectively, the “Company”) furnished the following documents: (i) a press release relating to its second quarter financial results and related matters, attached hereto as Exhibit 99.1; and (ii) supplemental information for the quarter ended June 30, 2021, attached hereto as Exhibit 99.2. | ver-20210805.htm |
| 2021-07-30 | 8-K | 2021-07-30 | 8.01 Other Events | 8.01 As previously disclosed, on April 29, 2021, VEREIT, Inc., a Maryland corporation (“VEREIT”), and VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Realty Income Corporation (“Realty Income”), a Maryland corporation, Rams MD Subsidiary I, Inc., a Maryland corporation and wholly owned subsidiary of Realty Income (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Realty Income (“Merger Sub 2”). | ver-20210730.htm |
| 2021-07-16 | 8-K | 2021-07-16 | 8.01 Other Events | 8.01 On July 16, 2021, VEREIT, Inc. (the "Company") issued a press release attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing the redemption by the Company of all outstanding shares of its 6.70% Series F Cumulative Redeemable Preferred Stock and the redemption of the Series F Preferred Units of VEREIT Operating Partnership, L.P., the operating partnership of the Company. | ver-20210716.htm |
| 2021-06-25 | 8-K | 2021-06-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously disclosed, on April 29, 2021, VEREIT, Inc., a Maryland corporation (“VEREIT”), and VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Realty Income Corporation (“Realty Income”), a Maryland corporation, Rams MD Subsidiary I, Inc., a Maryland corporation and wholly owned subsidiary of Realty Income (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Realty Income (“Merger Sub 2”). | ver-20210625.htm |
| 2021-06-07 | 8-K | 2021-06-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On June 3, 2021, VEREIT, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). 5.03 At the Annual Meeting, the Company’s stockholders voted, among other things, to approve an amendment to the Company’s charter (the “Articles of Amendment”) and bylaws (the “Amended and Restated Bylaws”) to allow the Company’s bylaws to be amended by the Company’s stockholders. 5.07 On June 3, 2021, the Company held its Annual Meeting and, as of April 9, 2021, the record date for the Annual Meeting, there were 229,129,303 common shares of the Company issued and outstanding and entitled to vote at the Annual Meeting. | ver-20210603.htm |
| 2021-05-06 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2021, VEREIT, Inc. together with its operating partnership, VEREIT Operating Partnership, L.P. (collectively, the “Company”) furnished the following documents: (i) a press release relating to its first quarter financial results and related matters, attached hereto as Exhibit 99.1; and (ii) supplemental information for the quarter ended March 31, 2021, attached hereto as Exhibit 99.2. | ver-20210506.htm |
| 2021-04-30 | 8-K | 2021-04-28 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On April 29, 2021, VEREIT, Inc., a Maryland corporation (“VEREIT”), and VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Realty Income Corporation (“Realty Income”), a Maryland corporation, Rams MD Subsidiary I, Inc., a Maryland corporation and wholly owned subsidiary of Realty Income (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Realty Income (“Merger Sub 2”). 5.03 On April 28, 2021, the Board of Directors of VEREIT authorized and approved an amendment to the Amended and Restated Bylaws of VEREIT (the “Bylaw Amendment”) to add a new Article 8 designating the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, another state or federal court sitting in Maryland as the exclusive forum for certain legal actions related to VEREIT. | ver-20210428.htm |
| 2021-04-29 | 8-K | 2021-04-29 | 8.01 Other Events | 8.01 On April 29, 2021, VEREIT, Inc., a Maryland corporation (“VEREIT”), and Realty Income Corporation, a Maryland corporation (“Realty Income”), issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 29, 2021, pursuant to which, subject to the terms and conditions set forth therein, Realty Income will acquire VEREIT in an all-stock transaction. | ver-20210429.htm |
| 2021-02-26 | 8-K | 2021-02-25 | 8.01 Other Events | 8.01 On February 25, 2021, VEREIT, Inc. (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Regions Securities LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC (and certain of their respective affiliates) relating to the offer and sale of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $1.5 billion (the “Shares”). | ver-20210225.htm |
| 2021-02-24 | 8-K | 2021-02-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 24, 2021, VEREIT, Inc. together with its operating partnership, VEREIT Operating Partnership, L.P. (collectively, the “Company”) furnished the following documents: (i) a press release relating to its fourth quarter and full year 2020 financial results and related matters, attached hereto as Exhibit 99.1; and (ii) supplemental information for the quarter and full year ended December 31, 2020, attached hereto as Exhibit 99.2. 7.01 On February 24, 2021, the Company made available on the Investor Relations section of its website, http://ir.vereit.com, a presentation describing the Company’s business and real estate portfolio. | ver-20210224.htm |
| 2021-02-23 | 8-K | 2021-02-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On February 23, 2021, the Board of Directors (the “Board”) of VEREIT, Inc. (the “Company”) appointed each of Priscilla Almodovar and Susan Skerritt to the Board as independent members of the Board, effective (the “Effective Date”) immediately following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”). | ver-20210223.htm |
| 2021-01-05 | 8-K | 2021-01-05 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On January 5, 2021, VEREIT, Inc. together with its operating partnership, VEREIT Operating Partnership, L.P. (collectively, the “Company”), furnished a press release announcing rent collection information with respect to the Company’s real estate portfolio in response to the ongoing coronavirus (COVID-19) pandemic, among other things, which is attached hereto as Exhibit 99.1. 8.01 As of December 31, 2020, the Company had received approximately 97% of December 2020 rent, which includes approximately 2% to be paid in arrears by a Government agency tenant. | ver-20210105.htm |