Item 8.01. Other Events.
On November 19, 2019, 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"), and VEREIT, as guarantor, entered into an underwriting agreement
(the "Underwriting Agreement") with Wells Fargo Securities, LLC, BMO Capital
Markets Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho
Securities USA LLC and SMBC Nikko Securities America, Inc., as representatives
of the several underwriters named therein (collectively, the "Underwriters"),
pursuant to which the Operating Partnership agreed to issue and sell to the
Underwriters $600.0 million aggregate principal amount of the Operating
Partnership's 3.10% Senior Notes due 2029 (the "Notes") at an issue price of
98.842%. Interest on the Notes will be payable in cash and will accrue at a rate
of 3.10% per annum. The Notes will be senior unsecured obligations of the
Operating Partnership, guaranteed by VEREIT. The offering of the Notes is
expected to close on December 4, 2019, subject to the satisfaction of customary
closing conditions.
The offering and sale of the Notes was made pursuant to a free writing
prospectus, preliminary prospectus supplement and final prospectus supplement
pursuant to the Company's effective registration statement on Form S-3 (File
Nos. 333-230883 and 333-230883-01), each of which has been filed with the
Securities and Exchange Commission (the "SEC").
The Operating Partnership intends to use the proceeds from the offering of the
Notes, together with borrowings under its revolving credit facility or cash on
hand, to (i) fund the redemption (the "2021 Notes Redemption") of all of the
Operating Partnership's 4.125% Senior Notes due 2021 (the "2021 Notes"), (ii)
make a distribution to VEREIT to fund the purchase of a portion of VEREIT's
3.75% Convertible Senior Notes due 2020 (the "Convertible Notes") before
maturity, (iii) make a distribution to VEREIT to fund the redemption (the
"Series F Redemption") of $200.0 million of VEREIT's 6.70% Series F Cumulative
Redeemable Preferred Stock (the "Series F Preferred Stock"), and/or (iv) pay
fees and expenses related to the foregoing and the offering of the Notes.
Pending application of the proceeds as described above, the Operating
Partnership intends to use the net proceeds from the offering to reduce
revolving loans under its revolving credit facility or invest in short-term
interest-bearing accounts and securities as is consistent with VEREIT's
intention to maintain its qualification for taxation as a real estate investment
trust, including, for example, government and governmental agency securities,
certificates of deposit and bank deposits.
None of the 2021 Notes Redemption, Series F Redemption or purchase of the
Convertible Notes before maturity, or the delivery of notices, offers or other
documentation in connection therewith, is a condition to closing the offering of
the Notes.
The Underwriting Agreement contains customary representations, warranties and
covenants by the Company. It also provides for customary indemnification by the
Company for losses or damages arising out of or in connection with the sale of
the Notes.
The foregoing is a summary description of certain terms of the Underwriting
Agreement and is qualified in its entirety by the text of the Underwriting
Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities of the Company, including,
without limitation, the (i) Notes offered and to be sold pursuant to the free
writing prospectus, preliminary prospectus supplement, final prospectus
supplement and registration statement described above; (ii) 2021 Notes; (iii)
Series F Preferred Stock; or (iv) Convertible Notes.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

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Exhibit No.   Description
    1.1         Underwriting Agreement, dated November 19, 2019, among the Operating
              Partnership, VEREIT and Wells Fargo Securities, LLC, BMO Capital
              Markets Corp., BofA Securities, Inc., J.P. Morgan Securities LLC,
              Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as
              representatives of the several underwriters named therein.
    5.1         Opinion of Venable LLP
    5.2         Opinion of Goodwin Procter LLP
   23.1         Consent of Venable LLP (included in Exhibit 5.1)
   23.2         Consent of Goodwin Procter LLP (included in Exhibit 5.2)
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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 regarding future events and plans, the Company's future financial condition, results of operations and business including, but not limited to, statements regarding the closing of the offering of the Notes, the use of proceeds therefrom and additional borrowings under the revolving credit facility. These forward-looking statements are subject to a number of assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Generally, the words "expects," "anticipates," "assumes," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," "should," "could," "continues," variations of such words and similar expressions identify forward-looking statements. The 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 results to differ materially from those contained in the forward-looking statements. These factors include the risks and uncertainties detailed from time to time in the Company's filings with the SEC, which are available at the SEC's website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements contained herein whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.

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