|
|
|
|
|
UNITED STATES
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
|
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VEREIT, INC.
|
|
VEREIT OPERATING PARTNERSHIP, L.P.
|
|
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland
|
|
001-35263
|
|
45-2482685
|
|
Delaware
|
|
333-197780
|
|
45-1255683
|
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
|
|
|
|
|
|
|
2325 E. Camelback Road, Suite 1100
|
|
Phoenix, AZ 85016
|
|
(Address of principal executive offices, including zip code)
|
|
|
|
|
|
(800) 606-3610
|
|
(Registrant's telephone number, including area code)
|
|
|
|
AMERICAN REALTY CAPITAL PROPERTIES, INC.
|
|
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
|
|
(Former names or former address, if changed since last report.)
|
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Articles of Amendment and Restatement
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”). To effectuate the name change, the amendment (the “Articles of Amendment”) to the Company’s Articles of Amendment and Restatement was filed with the Maryland State Department of Assessments and Taxation on July 28, 2015, pursuant to approval from the Company’s Board of Directors (the “Board”) and without action by the Company’s stockholders, as permitted by Section 2-605(a)(1) of the Maryland General Corporation Law (“MGCL”). A copy of the Articles of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1.
Amendment to Bylaws
Pursuant to authorization of the Board as permitted by the MGCL and the provisions of the Company’s bylaws (“Bylaws”), the Bylaws were amended (the “Bylaws Amendment”) to reflect the name change described above, effective July 28, 2015. The Bylaws Amendment replaces all references in the Bylaws to American Realty Capital Properties, Inc. with references to VEREIT, Inc. A copy of the Bylaws Amendment is attached to this Current Report on Form 8-K as Exhibit 3.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
3.1
|
|
Articles of Amendment
|
|
3.2
|
|
Bylaws Amendment
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
VEREIT, INC.
|
|
|
|
|
|
By:
|
/s/ Michael Sodo
|
|
|
Name:
|
Michael Sodo
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
VEREIT OPERATING PARTNERSHIP, L.P.
By: VEREIT, Inc., its sole general partner
|
|
|
|
|
|
By:
|
/s/ Michael Sodo
|
|
|
Name:
|
Michael Sodo
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Dated: July 28, 2015
AMERICAN REALTY CAPITAL PROPERTIES, INC.
ARTICLES OF AMENDMENT
American Realty Capital Properties, Inc., a Maryland corporation, (the “Corporation”), hereby certifies to the State Department of Assessment and Taxation of Maryland that:
FIRST
, Article 1 of the charter of the Corporation is hereby amended to change the name of the Corporation to VEREIT, Inc.
SECOND
, the foregoing amendment to the Charter was approved by the Board of Directors of the Corporation and was limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law without action by the stockholders.
THIRD
, these Articles of Amendment shall become effective upon filing with the Department.
FOURTH
, the undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 28th day of July, 2015.
AMERICAN REALTY CAPITAL PROPERTIES, INC.
By:
/s/ Glenn J. Rufrano
Name: Glenn J. Rufrano
Title: Chief Executive Officer
ATTEST
:
By:
/s/ Lauren Goldberg
Name: Lauren Goldberg
Title: Secretary
AMENDMENT NO. 3 TO THE BYLAWS
OF
AMERICAN REALTY CAPITAL PROPERTIES, INC.
The Bylaws of American Realty Capital Properties, Inc. (the “
Bylaws
”) are hereby amended as follows:
Every reference in the Bylaws to the name “American Realty Capital Properties, Inc.” is hereby deleted and replaced by “VEREIT, Inc.”
Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.
Effective as of July 28, 2015