Item 8.01. Other Events.
On November 9, 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., BMO Capital Markets Corp., BofA Securities, Inc., J.P. Morgan
Securities 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
$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% 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%. Interest on the Notes will be payable in
cash and will accrue at a rate of 2.200% per annum for the 2028 Notes and 2.850%
per annum for the 2032 Notes. The Notes will be senior unsecured obligations of
the Operating Partnership, guaranteed by VEREIT. The offering of the Notes is
expected to close on November 17, 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, together with borrowings under its revolving credit facility or cash
on hand, to (i) repay amounts outstanding under its credit facility term loan,
including accrued and unpaid interest, and (ii) settle certain interest rate
swap agreements, including swap termination costs, in each case
contemporaneously with, or shortly after, the closing of the offering. The
remainder of the net proceeds from the offering of the Notes, if any, will be
used for general corporate purposes. Pending application of the proceeds as
described above, we intend to use the net proceeds from this offering to invest
in short-term interest-bearing accounts and securities as is consistent with our
intention to maintain our qualification for taxation as a REIT, including, for
example, government and governmental agency securities, certificates of deposit
and bank deposits.

Neither repayment of borrowings under the credit facility term loan nor
settlement of the interest rate swap agreements, or the delivery of notices 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 Notes offered and to be sold pursuant to the free
writing prospectus, preliminary prospectus supplement, final prospectus
supplement and registration statement described above.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.             Description
       1.1                Underwriting Agreement, dated November 9, 2020, among the Operating
                        Partnership, VEREIT and Wells Fargo Securities,

LLC, Barclays Capital Inc.,

BMO Capital Markets Corp., BofA Securities, Inc.,

J.P. Morgan Securities 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

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Forward-Looking Statements
Information set forth herein contains "forward-looking statements" 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 but not limited to 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 are 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 uncertain
duration and extent of the impact of COVID-19 on the Company's business and the
businesses of the Company's tenants (including their ability to timely make
rental payments) and the economy generally; federal, state or local legislation
or regulation that could impact the timely payment of rent by tenants in light
of COVID-19; 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 and
office partnerships; 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 of 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; the Company's ability to access
capital markets (including on attractive terms) as a result of the impact of
COVID-19; 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 the 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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