Current Report Filing (8-k)
March 06 2023 - 9:26AM
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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):
March 6, 2023
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. ¨
Co-Registrant CIK |
0001067063 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2023-3-6 |
Co-Registrant Written Communications |
false |
Co-Registrant Solicitating Materials |
false |
Co-Registrant PreCommencement Tender Offer |
false |
Co-Registrant PreCommencement Issuer Tender Offer |
false |
Item 7.01 | Regulation FD Disclosure |
Beginning on March 6, 2023, Veris Residential,
Inc., a Maryland corporation (the “General Partner”) and the general partner of Veris Residential, L.P. (the “Company,”
and together with the General Partner, the “Registrants”), will participate in investor meetings at the Citi Global Property
Conference during which members of the General Partner’s management will make presentations to investors. A copy of the General
Partner’s investor presentation 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, our 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,” “project,” “should,” “expect,” “anticipate,”
“estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently
subject to certain risks, trends and uncertainties, many of which we cannot predict with accuracy and some of which we might not even
anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions
at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise,
may differ materially from the results discussed in the forward-looking statements as a result of various factors, including those listed
in Exhibit 99.1 on page 2 and incorporated by reference herein. Readers are cautioned not to place undue reliance on these forward-looking
statements. Unless required by U.S. federal securities laws, we do not intend to update any of the forward-looking statements to reflect
circumstances or events that occur after the statements are made or to conform the statements to actual results. The information contained
in this Current Report on Form 8-K, including the exhibit filed herewith, should be viewed in conjunction with the consolidated financial
statements and notes thereto appearing in the Registrants’ Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
In connection with the foregoing, the Registrants
hereby furnishes the following documents:
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number |
|
Exhibit Title |
99.1 |
|
Investor Presentation. |
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: March 6, 2023 |
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: March 6, 2023 |
|
By: |
/s/ Taryn Fielder |
|
|
|
Taryn Fielder |
|
|
|
Executive Vice President, General Counsel and Corporate Secretary |
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