8-K

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) December 1, 2011

AMERICAN REALTY CAPITAL PROPERTIES, INC.

(Exact name of Registrant as specified in its charter)

Maryland	333-172205	45-2482685
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

405 Park Avenue

New York, New York 10022

(Address, including zip code, of principal executive offices)

(212) 415-6500

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):

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 8.01. Other Events.

American Realty Capital Properties, Inc. (the “Company”) announced today that Standard & Poor's Ratings Services (S&P) has upgraded the credit ratings of two Citizens Financial Group, Inc. subsidiaries that are tenants of the Company, RBS Citizens, N.A., and Citizens Bank of Pennsylvania, from “A-/A2” to “A/A1.” S&P also affirmed its stable outlook for both subsidiaries. The Company’s portfolio includes 55 properties that are leased to RBS Citizens, N.A. and four properties that are leased to Citizens Bank of Pennsylvania.

A copy of the press release announcing the credit upgrade is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release dated  December 1, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN REALTY CAPITAL PROPERTIES, INC.
December 1, 2011	By:	/s/ Nicholas S. Schorsch
	Name:	Nicholas S. Schorsch
	Title:	Chief Executive Officer and
		Chairman of the Board of Directors

EX-99.1

CONTACTS
From: Anthony J. DeFazio	For: Brian S. Block, EVP & CFO
DeFazio Communications, LLC	American Realty Capital Properties, Inc.
tony@defaziocommunications.com	bblock@arlcap.com
Ph: 484-532-7783	Ph: 212-415-6500

FOR IMMEDIATE RELEASE

AMERICAN REALTY CAPITAL PROPERTIES, INC.

ANNOUNCES CREDIT UPGRADE OF TWO TENANTS IN 59 PROPERTIES

NEW YORK, NY, December 1, 2011 — American Realty Capital Properties, Inc. (the “Company”) announced today that Standard & Poor's Ratings Services (S&P) has upgraded the credit ratings of two Citizens Financial Group, Inc. subsidiaries that are tenants of the Company, RBS Citizens, N.A., and Citizens Bank of Pennsylvania, from “A-/A2” to “A/A1.” S&P also affirmed its stable outlook for both subsidiaries. The Company’s portfolio includes 55 properties that are leased to RBS Citizens, N.A. and four properties that are leased to Citizens Bank of Pennsylvania.

“Citizens Bank has a strong competitive position as a major U.S. bank with good market share, particularly in New England, the Mid-Atlantic and the Midwest” observed Nicholas S. Schorsch, CEO of the Company.  “With the recent turmoil in the global markets and recent downgrades of many major financial institutions by the ratings agencies, we are pleased to see S&P’s credit rating upgrade of our tenants, RBS Citizens and Citizens Bank of Pennsylvania, and recognition as strong U.S. regional banks.”

American Realty Capital Properties, Inc. is a publicly-traded Maryland corporation listed on The NASDAQ Capital Market that intends to qualify as a real estate investment trust focused on owning and acquiring single tenant freestanding commercial properties subject to medium-term net leases with high credit quality tenants.  Additional information about the Company can be found on the Company’s website at www.americanrealtycapitalproperties.com.

For more information about this announcement, please contact Tony DeFazio of DeFazio Communications, LLC at 484-532-7783 or tony@defaziocommunications.com.

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