Press Release

VEREIT® Enters Into Settlement Agreement and Release with Vanguard

Company Release - 6/11/2018 9:00 AM ET

PHOENIX, June 11, 2018 /PRNewswire/ -- VEREIT, Inc. (NYSE: VER) announced today that on June 7, 2018, VEREIT, Inc. and VEREIT Operating Partnership, L.P. (collectively "VEREIT" or the "Company") entered into a Settlement Agreement and Release (the "Settlement Agreement") to settle the previously disclosed litigation with Vanguard Specialized Funds, and other Vanguard funds serving as plaintiffs in the action pending in the United States District Court for the District of Arizona captioned Vanguard Specialized Funds, et al. v. VEREIT, Incorporated, et al., No. CV-15-02157-PHX-JAS (the "Action", and such plaintiffs, "Vanguard").  Vanguard's claims arose out of the disclosures made by the Company in October 2014 and March 2015 regarding its financial statements, which included the Company's March 2015 restatement of certain of its previously issued financial statements.  Pursuant to the terms of the Settlement Agreement, the parties have agreed that Vanguard will dismiss all claims against the Company and the other defendants with prejudice and the Company will pay Vanguard the sum of $90 million in connection with the settlement of the claims.  The Settlement Agreement contains mutual releases by both Vanguard and the Company, although the Company retains the right to pursue any and all claims against the other defendants in the Action and/or third parties, including claims for contribution for amounts paid in the settlement.  The Settlement Agreement does not contain any admission of liability, wrongdoing or responsibility by any of the parties.

VEREIT is a leading, full-service real estate operating company with investment management capability that owns and actively manages a diversified portfolio of retail, restaurant, office and industrial assets. (PRNewsFoto/VEREIT, Inc.)

VEREIT is pleased to have brought Vanguard's lawsuit to a conclusion. Vanguard's holdings accounted for approximately 13 percent of VEREIT's outstanding shares of common stock held at the end of the period covered by the various pending shareholder actions. In light of the fact that the Vanguard lawsuit was proceeding in a different federal district court than the other related cases pending against VEREIT, VEREIT believes that if the Vanguard lawsuit continued, it could find itself facing successive trials on similar factual and legal issues that could have subjected VEREIT to increased legal risk. Based on these factors and others, we believe that the settlement with Vanguard is in VEREIT's best interest.

There can be no assurance as to whether or how this settlement may affect any potential future resolution of any other pending lawsuit, the timing of any such resolution, or the amount at which any other matter may be resolved.

About the Company

VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. The Company has a total asset book value of $14.5 billion including approximately 4,100 properties and 94.7 million square feet. VEREIT's business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. VEREIT is a publicly traded Maryland corporation listed on the New York Stock Exchange. Additional information about VEREIT can be found on its website at www.VEREIT.com and through social media platforms such as Twitter and LinkedIn.

Forward-Looking Statements

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 Company's expectations regarding future events. Generally, the words "expects," "anticipates," "assumes," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions identify forward-looking statements. The forward-looking statements involve a number of assumptions, risks, uncertainties and other factors which are difficult to predict, may be beyond the Company's control and that could cause actual results to differ materially from those contained in the forward-looking statements.  The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: risks associated with pending government investigations and litigations related to the Company's previously disclosed audit committee investigation; and the other factors contained in the Company's filings with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission's website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements contained in this press release 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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SOURCE VEREIT, Inc.

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