Item 8.01. Other Events.
On June 18, 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"), and VEREIT, as guarantor, entered into an underwriting agreement
(the "Underwriting Agreement") with Wells Fargo Securities, LLC, Barclays
Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho
Securities USA LLC and U.S. Bancorp Investments, 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 3.400%
Senior Notes due 2028 (the "Notes") at an issue price of 99.144%. Interest on
the Notes will be payable in cash and will accrue at a rate of 3.400% 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 June 29,
2020, 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 net proceeds from the offering of
the Notes to make a distribution to VEREIT, which VEREIT intends to use to fund
the redemption (the "Series F Partial Redemption") of approximately $100.0
million of VEREIT's 6.70% Series F Cumulative Redeemable Preferred Stock, plus
accrued and unpaid dividends thereon (the "Series F Preferred Stock"), and to
repay borrowings under the Operating Partnership's revolving credit facility
contemporaneously with or shortly after, the closing of the offering. In
addition, the Operating Partnership may use a portion of the net proceeds from
the offering, together with borrowings under its revolving credit facility or
cash on hand, to make a distribution to VEREIT to fund the purchase of a portion
of or the repayment at maturity of VEREIT's 3.75% Convertible Senior Notes due
2020 (the "Convertible Notes"). These intentions are subject to change.
None of the Series F Partial Redemption, the repayment of borrowings under the
revolving credit facility 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) Series F Preferred
Stock; or (iii) Convertible Notes.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.   Description
    1.1         Underwriting Agreement, dated June 18, 2020, among the Operating
              Partnership, VEREIT and Wells Fargo Securities, LLC, Barclays Capital
              Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho
              Securities USA LLC and U.S. Bancorp Investments, 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)

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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, the Company's future financial condition, results of operations, liquidity and business, including statements regarding the closing of the offering of the Notes and the use of proceeds therefrom. 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 and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company's control, that 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 duration and extent of the impact of COVID-19 on our business and the businesses of our tenants (including their ability to timely make rent payments) and the economy generally; federal or state legislation or regulation that could impact the timely payment of rent by tenants in light of COVID-19; the Company's plans, market and other expectations, objectives, intentions and other statements that are not historical facts; the Company's ability to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all; risks associated with tenant, geographic and industry concentrations with respect to the Company's properties; risks accompanying the management of its industrial partnership and office partnership; the impact of impairment charges in respect of certain of the Company's properties; unexpected costs or liabilities that may arise from potential dispositions, including related to limited partnership, tenant-in-common and Delaware statutory trust real estate programs and the Company's management with respect to such programs; competition in the acquisition and disposition of properties and in the leasing of its properties including that the Company may be unable to acquire, dispose of, or lease properties on advantageous terms or at all; risks associated with bankruptcies or insolvencies of tenants, from tenant defaults generally or from the unpredictability of the business plans and financial condition of the Company's tenants, which are heightened as a result of the COVID-19 pandemic; risks associated with the Company's substantial indebtedness, including that such indebtedness may affect the Company's ability to pay dividends and that the terms and restrictions within the agreements governing the Company's indebtedness may restrict its borrowing and operating flexibility; the ability to retain or hire key personnel; and continuation or deterioration of current market conditions. Additional factors that may affect future results are contained 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, 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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