PHOENIX, May 18, 2016 /PRNewswire/ -- VEREIT, Inc. (NYSE: VER) ("VEREIT") announced today that its operating partnership, VEREIT Operating Partnership, L.P. (the "Operating Partnership" and, together with VEREIT®, the "Company"), priced an upsized offering of $1.0 billion aggregate principal amount of senior notes, consisting of $400 million aggregate principal amount of 4.125% senior notes due 2021 (the "2021 Notes") and $600 million aggregate principal amount of 4.875% senior notes due 2026 (the "2026 Notes" and together with the 2021 Notes, the "Notes"). The offering size was increased to $1.0 billion from the previously announced $500 million aggregate principal amount. Interest on the Notes will be payable in cash and will accrue at a rate of 4.125% per annum for the 2021 Notes and 4.875% for the 2026 Notes. The Notes will be senior unsecured obligations of the Operating Partnership, guaranteed by VEREIT. The offering of Notes is expected to close on June 2, 2016, subject to customary closing conditions.
The Operating Partnership intends to use the proceeds from this offering, together with borrowings under a new $300 million term loan A facility that it expects to enter into concurrently with the closing of the offering of Notes, and approximately $42 million of cash on hand or borrowings under its revolving credit facility, to fund the redemption of all of the $1.3 billion aggregate principal amount of its outstanding 2.00% Senior Notes due 2017, including accrued and unpaid interest thereon and the required make whole premium, and to pay related fees and expenses.
J.P. Morgan, Barclays, Citigroup, Capital One, Goldman, Sachs & Co., and Morgan Stanley are acting as joint book-running managers and BofA Merrill Lynch, Wells Fargo Securities, Credit Suisse, Deutsche Bank Securities, Regions Securities, Stifel Nicolaus and US Bancorp, are acting as co-managers for the offering of the Notes. The offering of the Notes was made under an effective shelf registration statement of VEREIT and the Operating Partnership previously filed with the Securities and Exchange Commission ("SEC"). When available, a copy of the final prospectus supplement and prospectus relating to the offering may be obtained from J.P. Morgan via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 866-803-9204; or from Barclays via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by calling 1-888-603-5847, or by e-mail, at Barclaysprospectus@broadridge.com; or by visiting the EDGAR database on the SEC's web site at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of VEREIT or the Operating Partnership, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any such offer or sale will be made only by means of the prospectus supplement and prospectus forming part of the effective registration statement relating to these securities.
About the Company
VEREIT owns and actively manages a diversified portfolio of retail, restaurant, office and industrial real estate assets located in 49 states, as well as the District of Columbia, Puerto Rico and Canada. Additionally, VEREIT manages $6.8 billion of gross real estate investments on behalf of the Cole Capital® non-listed REITs.
Information set forth herein contains "forward-looking statements" (within the meaning of 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 expectations of the Company, including, but not limited to, statements regarding the closing of the offering of Notes and the new term loan facility. The forward-looking statements involve 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," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond the control of the Company.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the Operating Partnership's ability to close the offering of Notes and enter into the new term loan facility on commercially reasonable terms; the actual use of proceeds therefrom; and the other factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and subsequent Quarterly Reports of the Company on Form 10-Q and Current Reports of the Company on Form 8-K, as filed with the SEC. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.
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SOURCE VEREIT, Inc.