8-K

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

March 6, 2013 (February 28, 2013)
Date of Report (date of earliest event reported)

_________________________

TIGER ACQUISITION, LLC

(Exact name of Registrant as specified in its charter)

_________________________

Maryland	000-54690	90-0940668
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

405 Park Avenue
New York, New York 10022
(Address of principal executive offices, including zip code)

(212) 415-6500
(Registrant’s telephone number, including area code)

(Former name 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 1.01. Entry into a Material Definitive Agreement.

On February 28, 2013, American Realty Capital Operating Partnership III, L.P. (the “Company Operating Partnership”), a Delaware limited partnership and the operating partnership of American Realty Capital Trust III, Inc. (the “Company”), entered into a Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”) with American Realty Capital Trust III Special Limited Partner, LLC (the “Special Limited Partner”), a Delaware limited liability company and the holder of the special limited partner interest (the “SLP Interest”) in the Company Operating Partnership, and ARC Properties Operating Partnership, L.P. (the “ARCP Operating Partnership”), a Delaware limited partnership and the operating partnership of ARCP (as defined below). The SLP Interest entitles the Special Limited Partner to receive certain distributions from the Company Operating Partnership, including a subordinated distribution of net sales proceeds resulting from an “investment liquidity event” (as defined in the agreement of limited partnership of the Company Operating Partnership). The Merger (as defined below) constitutes an “investment liquidity event,” as a result of which the Special Limited Partner, in connection with management’s successful attainment of the 6% performance hurdle and the return to the Company’s stockholders of $557.3 million in addition to their initial investment, was entitled to receive a subordinated distribution of net sales proceeds from the Company Operating Partnership in an amount equal to approximately $98.4 million (the “Subordinated Distribution Amount”). Pursuant to the Contribution and Exchange Agreement, the Special Limited Partner contributed its SLP Interest (with a value equal to the Subordinated Distribution Amount), together with $750,000 in cash, to the Company Operating Partnership in exchange for an amount of common units of equity ownership of the Company Operating Partnership equivalent to 7,318,356 common units of equity ownership of the ARCP Operating Partnership, which were automatically converted into such ARCP Operating Partnership common units upon consummation of the Partnership Merger (as defined below).

The Company and the Company Operating Partnership were both sponsored by AR Capital, LLC (“ARC”). Certain executive officers and directors of the Company are principals of ARC. ARC indirectly wholly-owns the Special Limited Partner. ARC and its affiliates have provided investment, management, advisory and fund raising services to the Company and the Company Operating Partnership, for which they were paid fees and reimbursed for certain expenses.

This summary description of the material terms of the Contribution and Exchange Agreement is qualified in its entirety by the Contribution and Exchange Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

At the effective time of the Merger, which occurred on February 28, 2013 (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) 0.95 of a share of common stock of ARCP (as defined below) (“Stock Consideration”) for those stockholders of the Company who made a stock election or who failed to make an election by the election deadline in accordance with the terms of the Merger Agreement (as defined below) or (ii) $12.00 in cash (“Cash Consideration” and together with “Stock Consideration,” the “Merger Consideration”) for those stockholders of the Company who made a cash election pursuant to the Merger Agreement. The aggregate amount of Cash Consideration payable to those stockholders of the Company who made a cash election pursuant to the Merger Agreement was approximately $350.7 million. In connection with the Partnership Merger, each outstanding unit of equity ownership of the Company Operating Partnership was converted into the right to receive 0.95 of the same class of unit of equity ownership in the ARCP Operating Partnership.

In addition, immediately prior to the Effective Time, the vesting of certain shares of Company restricted stock was accelerated, and each such share was entitled to receive the Merger Consideration.

Item 5.01. Changes in Control of Registrant.

On February 28, 2013, the Company completed its merger (the “Merger”) with Tiger Acquisition, LLC (“Merger Sub”), a Delaware limited liability company and a wholly owned subsidiary of American Realty Capital Properties, Inc., a Maryland corporation (“ARCP”), whereby the Company merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of ARCP (the “Surviving Entity”). The Merger was effected pursuant to an Agreement and Plan of Merger dated as of December 14, 2012 (the “Merger Agreement”), by and among the Company, ARCP, Merger Sub, the Company Operating Partnership, and the ARCP Operating Partnership. In addition, pursuant to the Merger Agreement, the Company Operating Partnership completed its merger (the “Partnership Merger”) with and into the ARCP Operating Partnership, with the ARCP Operating Partnership being the surviving entity.

The Merger became effective upon the filing of the Articles of Merger with the State Department of Assessments and Taxation of Maryland and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware with an effective date of February 28, 2013. The Partnership Merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware with an effective date of February 28, 2013.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 17, 2012.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger, each of the following members of the Company’s Board of Directors resigned from the Board of Directors of the Company, effective immediately prior to the Effective Time: Scott J. Bowman; David Gong; Edward G. Rendell; Nicholas S. Schorsch; and Edward M. Weil, Jr. These resignations were not a result of any disagreements between the Company and the current directors on any matter relating to the Company’s operations, policies or practices and solely occurred in connection with the closing of the Merger.

Simultaneous with the resignations described above and solely in connection with the closing of the Merger, each of the following officers of the Company resigned, effective immediately prior to the Effective Time: Nicholas S. Schorsch as Chief Executive Officer; Edward M. Weil, Jr. as President, Chief Operating Officer, Treasurer and Secretary; Brian S. Block as Executive Vice President and Chief Financial Officer; and Peter M. Budko as Executive Vice President and Chief Investment Officer.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, at the Effective Time, (i) the certificate of formation of Merger Sub as in effect immediately prior to the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub as in effect immediately prior to the Merger became the limited liability company agreement of the Surviving Entity.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
10.1	Contribution and Exchange Agreement, dated as of February 28, 2013, among the Company Operating Partnership, the ARCP Operating Partnership and the Special Limited Partner

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Tiger Acquisition, LLC, as successor to American Realty Capital Trust III, Inc., has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIGER ACQUISITION, LLC
	BY:	AMERICAN REALTY CAPITAL PROPERTIES, INC., its sole member
Date: March 6, 2013	By:	/s/ Nicholas S. Schorsch
		Name: Nicholas S. Schorsch
		Title: Chief Executive Officer and Chairman of the Board of Directors

EX-10.1

CONTRIBUTION AND EXCHANGE AGREEMENT

This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of February 28, 2013, by and between American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), American Realty Capital Trust III Special Limited Partner, LLC, a Delaware limited liability company (the “Special Limited Partner”) and ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Parent OP”).

WHEREAS, the Operating Partnership is the operating subsidiary of American Realty Capital Trust III, Inc., a Maryland corporation (the “REIT”), and the REIT is the sole general partner thereof.

WHEREAS, the Special Limited Partner is a limited partner of the Operating Partnership and owns all of the “Special Limited Partner Interest” in the Operating Partnership (the “SLP Interest”).

WHEREAS, ownership of the SLP Interest entitles the Special Limited Partner to receive certain distributions from the Operating Partnership, including a subordinated distribution of net sales proceeds (“Subordinated Distribution”) resulting from an “Investment Liquidity Event” (as defined in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of September 6, 2011, and as amended up to but not including the date hereof (the “Partnership Agreement”)) (an “Investment Liquidity Event”).

WHEREAS, the Operating Partnership and the REIT are parties to that certain Agreement and Plan of Merger, dated as of December 14, 2012 (the “Merger Agreement”), by and among the Operating Partnership, the REIT, American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), the Parent OP, which is the operating partnership of Parent, and Tiger Acquisition, LLC, a Delaware limited liability company wholly-owned by Parent (“Merger Sub”), pursuant to which (x) the REIT will merge with and into Merger Sub, with Merger Sub being the surviving entity, and (y) the Operating Partnership will merge with and into the Parent OP, with the Parent OP being the surviving entity (the “Merged OP” and the mergers, collectively, the “Mergers”).

WHEREAS, the Mergers constitute an Investment Liquidity Event, as a result of which the Special Limited Partner will be entitled to receive a Subordinated Distribution in respect of the SLP Interest in an amount equal to $98,359,915 (the “Subordinated Distribution Amount”).

WHEREAS, in order to induce the parties to the Merger Agreement to enter into the Merger Agreement, the Operating Partnership and the Special Limited Partner, pursuant to a side letter, dated as of December 14, 2012, between the REIT, the Operating Partnership, the Special Limited Partner, American Realty Capital Advisors III, LLC, American Realty Capital Properties III, LLC and Parent, agreed that, in accordance with Section 8.7(b) of the Partnership Agreement, the Special Limited Partner would contribute its SLP Interest to the Operating Partnership in exchange for a number of OP Units in the Operating Partnership (“OP Units”) calculated in accordance with Section 8.7(b) of the Partnership Agreement, which calculation is to be based on the Subordinated Distribution Amount (the “Exchange”).

WHEREAS, in connection with the consummation of the Mergers, the parties hereto desire to consummate the Exchange in accordance with the terms set forth below.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

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ARTICLE I.
CONTRIBUTION AND EXCHANGE

Section 1.1. CONTRIBUTION TRANSACTION. The Special Limited Partner hereby agrees to assign, set over, and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all pledges, claims, liens, charges, restrictions, exceptions, reservations, covenants and conditions, encumbrances and security interests of any kind or nature whatsoever (“Liens”), all of its right, title and interest in and to the SLP Interest, together with $750,000.00 in cash (the “Cash Consideration”), in exchange for the consideration set forth in Section 1.2, and the Operating Partnership hereby agrees to redeem the SLP Interest.

Section 1.2. CONSIDERATION. The Special Limited Partner hereby irrevocably agrees to accept, in exchange for the SLP Interest and the Cash Consideration, an amount of OP Units equivalent to 7,318,356 “OP Units” of the Parent OP in accordance with the Merger Agreement.

Section 1.3. ISSUANCE OF OP UNITS. The Operating Partnership shall, in exchange for the SLP Interest and the Cash Consideration contributed by the Special Limited Partner, issue to the Special Limited Partner, an amount of OP Units equivalent to 7,318,356 “OP Units” of the Parent OP in accordance with the Merger Agreement. No fractional OP Units shall be issued pursuant to this Agreement. If the formula for calculating the number of OP Units issuable pursuant to this Agreement would require the issuance of a fractional OP Unit, the number of OP Units which the Special Limited Partner shall be entitled to receive shall be rounded to the nearest whole number. The Operating Partnership shall revise the Partnership Agreement to reflect the Special Limited Partner’s ownership of such OP Units. Immediately thereafter, upon the consummation of the Mergers, the OP Units will be converted into “OP Units” of the Parent OP in accordance with the Merger Agreement.

Section 1.4. TAX TREATMENT OF THE EXCHANGE. The parties hereto intend and agree to treat, for U.S. federal income tax purposes, the contribution of the SLP Interest and the Cash Consideration in exchange for OP Units effectuated pursuant to this Agreement as a contribution to a partnership pursuant to Section 721 of the Internal Revenue Code of 1986, as amended, and no party shall maintain any position to the contrary on any tax return or otherwise. Furthermore, the parties hereto intend and agree that (a) consistent with the definition of “Gross Asset Value” contained in the Partnership Agreement, the contribution by the Special Limited Partner of the Cash Consideration in exchange for OP Units pursuant to the terms of this Agreement is a “book-up” event pursuant to which the Gross Asset Value of the Operating Partnership’s assets should be adjusted to reflect the relative economic interests of the Partners, and that such adjustment in Gross Asset Value of the Operating Partnership’s assets shall result in a corresponding adjustment, if any, to the Capital Accounts of the Partners including, for the avoidance of doubt, the Capital Account of the Special Limited Partner and the holder of Class B Units and (b) such booked-up Capital Accounts of the Partners will be reflected in the books and records of the Merged OP.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SPECIAL LIMITED PARTNER

The Special Limited Partner hereby represents, warrants and agrees with the Operating Partnership and the Parent OP that:

Section 2.1. ORGANIZATION; AUTHORITY. The Special Limited Partner is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Special Limited Partner has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the financial condition or results of operations of the Special Limited Partner.

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Section 2.2. DUE AUTHORIZATION. The execution, delivery and performance of this Agreement by the Special Limited Partner has been duly and validly authorized by all necessary action of the Special Limited Partner. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of the Special Limited Partner pursuant to this Agreement constitute, or when executed and delivered will constitute, the legal, valid and binding obligation of the Special Limited Partner, each enforceable against the Special Limited Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

Section 2.3. OWNERSHIP OF SLP INTEREST. The Special Limited Partner is the record owner of the SLP Interest and has the power and authority to transfer, assign and convey to the Operating Partnership the SLP Interest free and clear of any Liens. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (i) relating to the SLP Interest or (ii) to purchase, transfer or otherwise acquire, or in any way encumber, any of the interests which comprise the SLP Interest or any securities or obligations of any kind convertible into any of the interests which comprise the SLP Interest.

Section 2.4. CONSENTS AND APPROVALS. Except as shall have been satisfied on or prior to the Closing Date, no consent, waiver, approval or authorization of, or filing with, any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other entity, or a government or agency or political subdivision thereof (each, a “Person”) or governmental authority or under any applicable laws is required to be obtained by the Special Limited Partner in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 2.5. NO VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby or thereby does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under or give to others any right of termination, acceleration, cancellation or other right under (a) any agreement, document or instrument to which the Special Limited Partner is a party or by which the Special Limited Partner or the SLP Interest is bound, (b) any term or provision of any judgment, order, writ, injunction, or decree binding on the Special Limited Partner, or (c) any provisions of the organizational or other formation or governing documents or agreements of the Special Limited Partner.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP

The Operating Partnership hereby represents, warrants and agrees with the Special Limited Partner and the Parent OP as follows:

Section 3.1. ORGANIZATION; AUTHORITY. The Operating Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. The Operating Partnership has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the financial condition or results of operations of the Operating Partnership.

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Section 3.2. DUE AUTHORIZATION. The execution, delivery and performance of this Agreement by the Operating Partnership have been duly and validly authorized by all necessary action of the Operating Partnership. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of the Operating Partnership pursuant to this Agreement constitute, or when executed and delivered will constitute, the legal, valid and binding obligation of the Operating Partnership, each enforceable against the Operating Partnership in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

Section 3.3. CONSENTS AND APPROVALS. No consent, waiver, approval or authorization of, or filing with, any Person or governmental authority or under any applicable laws is required to be obtained by the Operating Partnership in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 3.4. NO VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under (a) the organizational documents of the Operating Partnership, (b) any term or provision of any judgment, order, writ, injunction, or decree binding on the Operating Partnership, or (c) any other material agreement to which the Operating Partnership is a party.

Section 3.5. VALIDITY OF OP UNITS. The issuance of the OP Units to the Special Limited Partner pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued by the Operating Partnership, free and clear of all Liens (other than Liens created by the Partnership Agreement).

ARTICLE IV.
GENERAL PROVISIONS

Section 4.1. DEFINITIONS. Capitalized terms used herein that are not otherwise defined herein shall have the meaning ascribed to them in the Partnership Agreement.

Section 4.2. COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to each other party.

Section 4.3. ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES. This Agreement, including, without limitation, the exhibits and schedules hereto, constitute the entire agreement and supersede each prior agreement and understanding, whether written or oral, among the parties regarding the subject matter of this Agreement. This Agreement is not intended to confer any rights or remedies on any Person other than the parties hereto.

Section 4.4. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.

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Section 4.5. ASSIGNMENT. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (including by operation of law) by either party without the prior written consent of the other party and any attempted assignment without such consent shall be null and void and of no force and effect.

Section 4.6. JURISDICTION. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in Borough of Manhattan, City of New York, State of New York, with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

Section 4.7. SEVERABILITY. Each provision of this Agreement will be interpreted so as to be effective and valid under applicable law, but if any provision is held invalid, illegal or unenforceable under applicable law in any jurisdiction, then such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been included herein.

Section 4.8. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 4.9. NO PERSONAL LIABILITY CONFERRED. This Agreement shall not create or permit any personal liability or obligation on the part of any officer, director, partner, member, employee or shareholder of the parties hereto.

Section 4.10. FURTHER ASSURANCES. Each of the parties shall, without further consideration, take such action and execute and deliver such documents as may be necessary to carry out this Agreement.

Section 4.11. AMENDMENTS. This Agreement may be amended, supplemented or otherwise modified only by written instrument signed by all the parties hereto.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized officers or representatives as of the date first written above.

AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P.
By:	AMERICAN REALTY CAPITAL TRUST III, INC.,
	Its general partner
By:	/s/ Edward M. Weil, Jr.
	Name: Edward M. Weil, Jr.
	Title: President and Chief Operating Officer

AMERICAN REALTY CAPITAL TRUST III SPECIAL LIMITED PARTNER, LLC
By:	AR CAPITAL, LLC,
	Its managing member
By:	/s/ Brian S. Block
	Name: Brian S. Block
	Title: Authorized Signatory

ACKNOWLEDGED AND AGREED:

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
By:	AMERICAN REALTY CAPITAL PROPERTIES, INC.,
	Its general partner
By:	/s/ Nicholas S. Schorsch
	Name: Nicholas S. Schorsch
	Title: Chief Executive Officer

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