VRE Veris Residential Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 18, 2024

 

 

VERIS RESIDENTIAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

Maryland		1-13274		22-3305147
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Harborside 3, 210 Hudson St., Ste. 400

Jersey City, New Jersey 07311

(Address of Principal Executive Offices) (Zip Code)

 

(732) 590-1010

(Registrant’s telephone number, including area code)

 

VERIS RESIDENTIAL, L.P.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		333-57103		22-3315804
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Harborside 3, 210 Hudson St., Ste. 400

Jersey City, New Jersey 07311

(Address of Principal Executive Offices) (Zip Code)

 

(732) 590-1010

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		VRE		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 7.01 Regulation FD Disclosure

 

On June 18, 2024, Veris Residential, Inc. (the “Company”) announced that it has withdrawn its proposed public offering of shares of common stock. As a result of the withdrawal, no shares of common stock will be sold pursuant to the offering.

 

A copy of the Company’s press release announcing the withdrawal of the proposed public offering is furnished herewith as Exhibit 99.1.

 

Limitation of Incorporation by Reference

 

In accordance with General Instruction B.2. of Form 8-K, this information, including Exhibit 99.1 furnished herewith, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. The information in this Item 7.01 of this Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Cautionary Statements

 

This Current Report on Form 8-K, including the exhibits furnished herewith, contains “forward-looking statements” within the meaning of Section 21E of the Exchange Act. Such forward-looking statements relate to, without limitation, the Company’s future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, the Company can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from what is expressed or forecast in this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. Factors that could materially affect results of the Company include those risk factors contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and the Company’s other public filings. Copies of each filing may be obtained from the Company or the SEC. The Company assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise..

 

 

In connection with the foregoing, the Company and Veris Residential, L.P. hereby furnish the following documents:

 

Item 9.01

Financial Statements and Exhibits

 

(d)  Exhibits

 

Exhibit Number		Exhibit Title
99.1		Press Release of Veris Residential, Inc. dated June 18, 2024.
104.1		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

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.

 

	VERIS RESIDENTIAL, INC.
Dated: June 18, 2024	By:	/s/ Taryn Fielder
		Taryn Fielder
		Executive Vice President, General Counsel and Corporate Secretary
	VERIS RESIDENTIAL, L.P.
	By:	Veris Residential, Inc.
		its general partner
Dated: June 18, 2024		By:	/s/ Taryn Fielder
			Taryn Fielder
			Executive Vice President, General Counsel and Corporate Secretary

 

 

 

 

 

 

 

 

Exhibit 99.1

 

Veris Residential, Inc. Announces Withdrawal of Public Offering of Common Stock

 

JERSEY CITY, N.J. – Veris Residential, Inc. (NYSE: VRE) (the “Company”) today announced that it has withdrawn its proposed public offering of shares of its common stock.

 

Mahbod Nia, Chief Executive Officer of Veris Residential, said, “Following careful consideration of all relevant factors, consistent with our disciplined approach and with the best interests of our shareholders in mind, we have made the decision to withdraw our previously announced public offering of common stock. We greatly appreciate the continued trust and support of our shareholders as we seek to continue to maximize the value of their investment.”

 

As a result of the withdrawal, no shares of common stock will be sold pursuant to the offering. Additionally, Veris Residential intends to terminate its pending acquisition of 55 Riverwalk Place.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the federal securities laws. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements relate to, without limitation, the Company's future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as "may," "will," "plan," "potential," "projected," "should," "expect," "anticipate," "estimate," "target," "continue" or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, the Company can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from what is expressed or forecast in this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. Factors that could materially affect results of the Company include those risk factors contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and the Company's other public filings. Copies of each filing may be obtained from the Company or the SEC. The Company assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

 

 

About Veris Residential, Inc.

 

Veris Residential, Inc. is a forward-thinking, environmentally and socially conscious real estate investment trust (REIT) that primarily owns, operates, acquires and develops holistically inspired, Class A multifamily properties that meet the sustainability-conscious lifestyle needs of today's residents while seeking to positively impact the communities it serves and the planet at large. As of March 31, 2024, the Company owned or had interests in 22 multifamily rental properties, as well as non-core assets comprised of four parking/retail properties, plus developable land.

 

Investor Contact

 

Amanda Lombard 

Chief Financial Officer 

732-590-1010 

alombard@verisresidential.com

 

Anna Malhari 

Chief Operating Officer 

732-590-1010 

amalhari@verisresidential.com

 

 

 

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Cover	Jun. 18, 2024
Document Information [Line Items]
Document Type	8-K
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Document Period End Date	Jun. 18, 2024
Entity File Number	1-13274
Entity Registrant Name	VERIS RESIDENTIAL, INC.
Entity Central Index Key	0000924901
Entity Tax Identification Number	22-3305147
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	Harborside 3
Entity Address, Address Line Two	210 Hudson St.
Entity Address, Address Line Three	Ste. 400
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07311
City Area Code	732
Local Phone Number	590-1010
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	VRE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Veris Residential L P [Member]
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 18, 2024
Entity File Number	333-57103
Entity Registrant Name	VERIS RESIDENTIAL, L.P.
Entity Central Index Key	0001067063
Entity Tax Identification Number	22-3315804
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Harborside 3
Entity Address, Address Line Two	210 Hudson St.
Entity Address, Address Line Three	Ste. 400
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07311
City Area Code	732
Local Phone Number	590-1010
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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