VEREIT, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-11-05: Form 8-K; Period of report 2015-11-05; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2015-10-01: Form 8-K; Period of report 2015-09-25; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
- 2015-09-10: Form 8-K; Period of report 2015-09-10; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2015-09-02: Form 8-K; Period of report 2015-09-02; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-11-05 | 8-K | 2015-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2015, VEREIT, Inc. (the “Company”) furnished the following documents: (i) a press release relating to its third quarter 2015 financial results and related matters, attached hereto as Exhibit 99.1; and (ii) quarterly supplemental information for the fiscal quarter ended September 30, 2015, attached hereto as Exhibit 99.2. | vereit093020158-k.htm |
| 2015-10-01 | 8-K | 2015-09-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 Effective October 5, 2015, the Board of Directors of VEREIT, Inc. (the “Company”) appointed Michael J. Bartolotta as Executive Vice President, Chief Financial Officer and Treasurer, succeeding Michael J. Sodo in those positions. 5.07 On September 29, 2015, the Company held its 2015 annual meeting of stockholders (the “Annual Meeting”). | verproxyresults10115.htm |
| 2015-09-10 | 8-K | 2015-09-10 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on September 10, 2015, certain officers of VEREIT, Inc. (the “Company”) will meet with certain institutional investors and analysts at the Company’s Investor Day, beginning at 8:00 A.M. Eastern Time. | verinvestorday8-k91015.htm |
| 2015-09-02 | 8-K | 2015-09-02 | 7.01 Regulation FD Disclosure | 7.01 On September 2, 2015, VEREIT, Inc. (the “Company”) posted a link to the Investor Relations page of its website at ir.vereit.com by which a webcast of its Investor Day, which will be held on Thursday, September 10, 2015, may be accessed. | ver8-kxinvestorday.htm |
| 2015-08-06 | 8-K | 2015-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2015, VEREIT, Inc. (the “Company”) furnished the following documents: (i) a press release relating to its second quarter 2015 financial results, business plan and related matters, attached hereto as Exhibit 99.1; and (ii) quarterly supplemental information for the fiscal quarter ended June 30, 2015, attached hereto as Exhibit 99.2. | vereit063020158-k.htm |
| 2015-07-28 | 8-K | 2015-07-28 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 Effective July 28, 2015, American Realty Capital Properties, Inc. amended its Articles of Amendment and Restatement to change its name to VEREIT, Inc. (the “Company”). | arcp8-k72815.htm |
| 2015-07-20 | 8-K | 2015-07-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 (d) On July 20, 2015, American Realty Capital Properties, Inc. (the “Company”) provided written notice to the NASDAQ Stock Market that it intends to voluntarily delist its common stock (“Common Stock”), par value $0.01 per share, and its 6.70% Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”), par value $0.01 per share, from the NASDAQ Global Select Market (the “NASDAQ”) promptly following the close of trading on July 30, 2015 and intends to transfer the listing of each of its Common Stock and Series F Preferred Stock to the New York Stock Exchange (the “NYSE”) on July 31, 2015. | arcp8-ktransferoflisting.htm |
| 2015-06-17 | 8-K | 2015-06-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On June 17, 2015, Mark S. Ordan was appointed as an independent member of the Board of Directors (the “Board”) of American Realty Capital Properties, Inc. (the “Company”), effective as of such date (the “Effective Date”). | arcp8-kxdirectorappointment.htm |
| 2015-06-12 | 8-K | 2015-06-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (b) Effective on June 10, 2015, Michael T. Ezzell resigned as Executive Vice President, Private Capital Markets, of American Realty Capital Properties, Inc. (the “Company”) for personal reasons. 8.01 On June 12, 2015, the Company issued a press release announcing the appointment of William C. Miller as the Company’s Executive Vice President, Investment Management and as President and Chief Executive Officer of Cole Capital®, the Company’s investment management business. | d941962d8k.htm |
| 2015-06-04 | 8-K | 2015-06-01 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 The Audit Committee (the “Audit Committee”) of the Board of Directors of American Realty Capital Properties, Inc. (the “Company”) approved the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, effective June 1, 2015, as described further below in this Item 4.01. | arcp8-kauditorchange.htm |
| 2015-05-22 | 8-K | 2015-05-22 | 8.01 Other Events | 8.01 On May 22, 2015, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that, pursuant to authorization from its board of directors, it will pay a monthly dividend to holders of its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), in respect of the period commencing May 15, 2015 through June 14, 2015, on June 15, 2015. | arcp8-kxjune2015seriesfdiv.htm |
| 2015-05-14 | 8-K | 2015-05-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 11, 2015, American Realty Capital Properties, Inc. (the “Company”) entered into a new employment letter (the “Employment Letter”) with Thomas W. Roberts, the Company’s Executive Vice President, Real Estate, which replaced, in its entirety, Mr. Roberts’ prior employment letter with the Company (the “Original Letter”), dated January 16, 2014. | arcp8-kxtomrobersemploymen.htm |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2015, American Realty Capital Properties, Inc. (the “Company”) furnished the following documents (the “Documents”): (i) a press release relating to its first quarter 2015 financial results, attached hereto as Exhibit 99.1; and (ii) quarterly supplemental information for the fiscal quarter ended March 31, 2015, attached hereto as Exhibit 99.2. | arcp033120158-k.htm |
| 2015-04-21 | 8-K | 2015-04-21 | 8.01 Other Events | 8.01 On April 21, 2015, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that, pursuant to authorization from its board of directors, it will pay a monthly dividend to holders of its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), in respect of the period commencing April 15, 2015 through May 14, 2015, on May 15, 2015. | arcp8-kxmay2015seriesfdivi.htm |
| 2015-04-07 | 8-K | 2015-04-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On April 1, 2015, the Board of Directors (the “Board”) of American Realty Capital Properties, Inc. (the “Company”) appointed each of Hugh R. Frater and Julie G. Richardson as an independent director of the Company, with immediate effect. 8.01 In light of the appointments effective April 1, 2015 of Glenn J. Rufrano as Chief Executive Officer and a director of the Company and of Hugh R. Frater as the Non-Executive Chairman of the Board, and the resignations of William G. Stanley as Interim Chief Executive Officer of the Company and Interim Chairman of the Board and of Thomas A. Andruskevich as Interim Lead Interim Director, the previously disclosed special activity compensation payable to Messrs. | arcp8-kxnewdirectors.htm |
| 2015-03-30 | 8-K | 2015-03-27 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On March 30, 2015, American Realty Capital Properties, Inc. (the “Company”) furnished the following documents (the “Documents”): (i) a press release relating to its full-year 2014 financial results, attached hereto as Exhibit 99.1; (ii) an investor presentation pertaining to such financial results and a business update, attached hereto as Exhibit 99.2; and (iii) quarterly supplemental information for the fiscal year ended December 31, 2014, attached hereto as Exhibit 99.3. 7.01 As disclosed in Item 2.02 above, on March 30, 2015, the Company furnished the Documents which are attached hereto as Exhibits 99.1 through 99.3. 8.01 On March 27, 2015, the Company issued a press release announcing that it expected to issue its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and hold a business update and earnings call on Monday, March 30, 2015, which is attached hereto as Exhibit 99.4. | arcp123120148-k.htm |
| 2015-03-18 | 8-K | 2015-03-18 | 8.01 Other Events | 8.01 On March 18, 2015, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that, pursuant to authorization from its board of directors, it will pay a monthly dividend to holders of its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), in respect of the period commencing March 15, 2015 through April 14, 2015, on April 15, 2015. | arcp8-kxapril2015seriesfdi.htm |
| 2015-03-16 | 8-K | 2015-03-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On March 10, 2015, the Board of Directors (the “Board”) of American Realty Capital Properties, Inc. (the “Company”) appointed Glenn J. Rufrano as Chief Executive Officer of the Company, effective April 1, 2015 (the “Commencement Date”). 8.01 On March 10, 2015, in light of the appointment of a new Chief Executive Officer, the Board modified the previously-established compensation arrangements for independent directors who had substantially increased their time commitments and leadership responsibilities during the interim period in which the Company completes its restatement, files its 2014 10-K and completes the transition to a permanent Chief Executive Officer and Chairman of the Board (the “Interim Period”). | arcp8-kxceoannouncement.htm |
| 2015-03-06 | 8-K | 2015-03-06 | 8.01 Other Events | 8.01 On March 6, 2015, American Realty Capital Properties, Inc. issued a press release which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | arcp8-kxnasdaqnotice.htm |
| 2015-03-02 | 8-K | 2015-03-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 2, 2015, American Realty Capital Properties, Inc. (the “Company”) furnished the following documents (the “Documents”): (i) a press release pertaining its restatement of its fiscal year 2013 and first and second quarter 2014 financial statements and related matters, attached hereto as Exhibit 99.1; (ii) a press release pertaining to the Company’s financial results for the periods ended September 30, 2014, attached hereto as Exhibit 99.2; (iii) an investor presentation providing a business update, attached hereto as Exhibit 99.3; and (iv) quarterly supplemental information for the fiscal quarter ended September 30, 2014, attached hereto as Exhibit 99.4. 7.01 As disclosed in Item 2.02 above, on March 2, 2015, the Company issued the Documents which are attached hereto as Exhibits 99.1 through 99.4. | d880894d8k.htm |
| 2015-02-27 | 8-K | 2015-02-27 | 8.01 Other Events | 8.01 On February 27, 2015, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that it expects to host an audio webcast on Monday, March 2, 2015, to provide a business update and discuss its restated financial statements and third quarter 2014 results expected to be issued on that same date. | d879718d8k.htm |
| 2015-02-26 | 8-K | 2015-02-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 20, 2015, American Realty Capital Properties, Inc. (the “Company”), ARC Properties Operating Partnership, L.P., the Company’s operating partnership (“ARCPOP”), of which the Company is the sole general partner, as the borrower, Wells Fargo Bank, National Association, as administrative agent (“Wells Fargo”), and the financial institutions party thereto (the “Lenders”), entered into a consent memorandum (the “Consent Memorandum”) in reference to the Company’s Amended and Restated Credit Agreement, dated as of June 30, 2014, as amended or otherwise modified by the Consent and Waiver Agreement and First Amendment to Credit Agreement, dated as of November 12, 2014, and by the Consent and Waiver Agreement, dated as of December 23, 2014 (collectively, the “Credit Agreement”). | arcp8-kxconsentmemocf.htm |
| 2015-02-17 | 8-K | 2015-02-17 | 8.01 Other Events | 8.01 On February 17, 2015, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that, pursuant to authorization from its board of directors, it will pay a monthly dividend to holders of its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), in respect of the period commencing February 15, 2015 through March 14, 2015, on March 16, 2015. | arcp8-kxmarch2015seriesfdi.htm |
| 2015-02-13 | 8-K | 2015-02-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 9, 2015, American Realty Capital Properties, Inc. (the “Company”), as guarantor, ARC Properties Operating Partnership, L.P., the Company’s operating partnership (“ARCPOP”), of which the Company is the sole general partner, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), entered into the First Supplemental Indenture (the “First Supplemental Indenture”) with respect to each of the 2.000% senior notes due 2017, the 3.000% senior notes due 2019 and the 4.600% senior notes due 2024 (the “Notes”), which, in each case, were issued by ARCPOP, and guaranteed by the Company under an Indenture, dated February 6, 2014 (the “Indenture”), by and among ARCPOP, the Trustee, and the guarantors named therein. | arcp8-kxsupplementalindent.htm |
| 2015-01-30 | 8-K | 2015-01-30 | 7.01 Regulation FD Disclosure | 7.01 In answer to inquiries, American Realty Capital Properties, Inc. (the “Company”) confirms that Grant Thornton LLP remains its independent registered public accounting firm. | arcp8-kxitem701130.htm |
| 2015-01-28 | 8-K | 2015-01-22 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On January 22, 2015, American Realty Capital Properties, Inc. (the “Company”) announced that it had entered into an agreement in principle (the “Agreement”) with an ad hoc group of holders (the “Senior Noteholder Group”) representing a majority of the aggregate principal amounts of each of the 2.000% senior notes due 2017, the 3.000% senior notes due 2019 and the 4.600% senior notes due 2024, which, in each case, were issued by ARC Properties Operating Partnership, L.P., the Company’s operating partnership (“ARCPOP”), of which the Company is the sole general partner, and guaranteed by the Company under an Indenture, dated February 6, 2014 (the “Indenture”), by and among ARCPOP, U.S. Bank National Association, as trustee, and the guarantors named therein. 8.01 As announced in the Company’s January 22, 2015 press release, the Company received at its Phoenix, Arizona corporate office notice (the “Notice”) from the trustee under the indentures (the “Convertible Indentures”) governing each of the 3.00% convertible senior notes due 2018 issued by the Company on July 29, 2013 and the 3.75% convertible senior notes due 2020 issued by the Company on December 10, 2013 (collectively, the “Convertible Notes”) of the Company’s failure to timely deliver its third quarter 2014 financial statements, which are required to be delivered pursuant to the terms of the Convertible Indentures. | arcp8-kxseniornoteholderag.htm |
| 2015-01-20 | 8-K | 2015-01-20 | 8.01 Other Events | 8.01 On January 20, 2015, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that, pursuant to authorization from its board of directors, it will pay a monthly dividend to holders of its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), in respect of the period commencing January 15, 2015 through February 14, 2015, on February 16, 2015. | arcp8-kxseriesfdividend120.htm |
| 2015-01-15 | 8-K | 2015-01-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (c) On January 9, 2015, American Realty Capital Properties, Inc. (the “Company”) entered into an employment agreement with the Company’s new Chief Financial Officer; on January 12, 2015, the Company’s Board of Directors (the “Board”) established compensation arrangements for the Company’s Interim Chief Executive Officer; and on January 13, 2015, the Company entered into an amended employment letter with the Company’s new Chief Accounting Officer. 8.01 On January 12, 2015, the Board also established compensation arrangements for independent directors who have substantially increased their time commitments and leadership responsibilities during the Interim Period. | arcp8-kxemploymentagreemen.htm |
| 2015-01-05 | 8-K | 2014-12-31 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On December 31, 2014, the Board of Directors (the “Board”) of American Realty Capital Properties, Inc. (the “Company”) determined to assign responsibility for reviewing, and, if appropriate, approving related person transactions to its Nominating and Corporate Governance Committee. | arcp8-kxbylaws1231.htm |