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 21, 2012 (June 19, 2012)
AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
|
Maryland |
001-35263 |
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:
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.
Recent Property Acquisitions
As described in Item 2.01 below, American Realty Capital Properties,
Inc. (“we” or the “Company”), through our sponsor, entered into purchase and sale agreements to purchase
21 single-tenant, freestanding primarily net leased properties with an aggregate of 263,618 leasable square feet located in 10
states, for an aggregate purchase price of approximately $26.2 million (excluding closing costs). The purchase of each of the proposed
property acquisitions was subject to execution of tenant estoppels and other customary closing conditions, which was completed
on June 19, 2012. The Company closed its acquisition of the properties on June 19, 2012 and June 20, 2012.
A description of the acquisitions and the properties is included
in Item 2.01 — Completion of Acquisition or Disposition of Assets, and is incorporated herein by reference in its entirety.
Mrs. Baird’s Distribution Facility
On February 9, 2012, we, through our sponsor, entered into a
purchase and sale agreement to acquire the fee-simple interest in a Mrs. Baird’s distribution facility located in Dallas,
Texas. The seller of the property is East Dallas BW, Ltd. The seller does not have a material relationship with us and the acquisition
is not an affiliated transaction. Although we believe that the acquisition of the property is probable, there can be no assurance
that the acquisition will be consummated.
Pursuant to the terms of the purchase and sale agreement, our
obligation to close upon the acquisition is subject to customary conditions to closing. The purchase and sale agreement contains
customary representations and warranties by the seller.
The contract purchase price of the Mrs. Baird’s distribution
facility is approximately $6.2 million, exclusive of closing costs. We intend to fund 100% of the purchase with cash and funds
received by making an additional draw under our revolving credit facility.
The Mrs. Baird’s distribution facility contains approximately
75,000 rentable square feet and is 100% leased to Mrs. Baird’s Bakeries Business Trust. The lease is guaranteed by a wholly
owned subsidiary of Grupo Bimbo SAB de CV, which has an investment grade credit rating as determined by major credit rating agencies.
The net lease has a 15-year term, with approximately 5.3 years remaining. Rent increases every three years equivalent to the change
in the consumer price index.
The lease is net, whereby the tenant is to pay substantially
all operating expenses and the landlord pays for structural expenditures. The annualized rental income for the property will be
approximately $0.6 million, or $8.48 per rentable square foot.
Reckitt Benckiser (French's Mustard) Building
On June 7, 2012, we, through our sponsor, entered into a purchase
and sale agreement to acquire the fee-simple interest in the Reckitt Benckiser - French's Mustard office building located in Chester,
NJ. The seller of the property is Prospect Square, LLC. The seller does not have a material relationship with us and the acquisition
is not an affiliated transaction. Although we believe that the acquisition of the property is probable, there can be no assurance
that the acquisition will be consummated.
Pursuant to the terms of the purchase and sale agreement, our
obligation to close upon the acquisition is subject to customary conditions to closing. The purchase and sale agreement contains
customary representations and warranties by the seller.
The contract purchase price of the Reckitt Benckiser - French's
Mustard office building is approximately $10.0 million, exclusive of closing costs. We intend to fund 100% of the purchase with
cash and funds received by making an additional draw under our revolving credit facility.
The Reckitt Benckiser - French's Mustard office building contains
approximately 32,000 rentable square feet and is 100% leased to Reckitt Benckiser Plc. (LSE: RB), a British multinational consumer
goods company headquartered in Slough, United Kingdom, which carries an investment grade credit rating as determined by major credit
rating agencies. The net lease has a 10-year term, with approximately 5.9 years remaining. The lease contains one rental escalation
of 8.7% in year eight. The lease contains one five-year renewal option.
The lease is net, whereby the tenant is to pay substantially
all operating expenses and the landlord pays for roof and structural expenditures. The annualized rental income for the property
will be approximately $0.9 million, or $28.75 per rentable square foot.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
U.S. Drug Enforcement Administration Building
On January 5, 2012, we, through our sponsor, entered into a
purchase and sale agreement to acquire the fee-simple interest in a U.S. Drug Enforcement Administration building located in Plattsburgh,
New York. The purchase and sale agreement was subsequently amended on January 19, 2012 and February 14, 2012. On June 19, 2012,
we closed on the acquisition and acquired the property through an indirect wholly-owned subsidiary of our operating partnership.
The seller of the property was DHC of Plattsburgh, LLC. The seller does not have a material relationship with us and the acquisition
was not an affiliated transaction.
The contract purchase price of the U.S. Drug Enforcement
Administration building was $5.8 million, exclusive of closing costs. We funded 100% of the purchase with cash. We may seek
to obtain financing on the property post-closing. However, there is no guarantee that we will be able to obtain financing on
terms we believe are favorable, or at all.
The property contains 18,640 rentable square feet and is 100%
leased to the United States of America (the “United States”), which occupies the property as the U.S. Drug Enforcement
Administration. The original lease term is 10 years with approximately 6.3 years remaining. The lease does not contain rental escalations
and is not renewable.
The lease is a modified gross lease, whereby the tenant is required
to pay a proportionate share of certain other costs associated with the property, such as property taxes, utilities, insurance
and maintenance, in addition to base rent. The annualized net operating rental income for the initial lease term is approximately
$0.6 million, or $34.73 per rentable square foot.
U.S. Fish & Wildlife Service Building
On March 3, 2012, we, through our sponsor, entered into a purchase
and sale agreement to acquire the fee-simple interest in a U.S. Fish & Wildlife Service building located in Gloucester, Virginia.
On June 20, 2012, we closed on the acquisition and acquired the property through an indirect wholly-owned subsidiary of our operating
partnership. The seller of the property was U.S. F&W, LLC. The seller does not have a material relationship with us and the
acquisition was not an affiliated transaction.
The contract purchase price of the U.S. Fish & Wildlife
Service building was $2.2 million, exclusive of closing costs. We funded 100% of the purchase with cash. We may seek to obtain
financing on the property post-closing. However, there is no guarantee that we will be able to obtain financing on terms we believe
are favorable, or at all.
The property contains 10,392 rentable square feet and is 100%
leased to the United States, which occupies the property as the U.S. Fish & Wildlife Service. The original lease term is 20
years with approximately 4.7 years remaining.
The lease is a modified gross lease, whereby the tenant is required
to pay a proportionate share of certain other costs associated with the property, such as property taxes, utilities, insurance
and maintenance, in addition to base rent. The annualized net operating rental income for the initial lease term is approximately
$0.3 million, or $25.73 per rentable square foot.
U.S. Forest Service Building
On December 9, 2011, we, through our sponsor, entered into a
purchase and sale agreement to acquire the fee-simple interest in a U.S. Forest Service building located in Warren, Pennsylvania.
The purchase and sale agreement was amended on March 23, 2012. On June 19, 2012, we closed on the acquisition and acquired the
property through an indirect wholly-owned subsidiary of our operating partnership. The seller of the property was Ashford/Warren
Associates, L.P. The seller does not have a material relationship with us and the acquisition was not an affiliated transaction.
The contract purchase price of the U.S. Forest Service building
was approximately $3.9 million, exclusive of closing costs. We funded 100% of the purchase with cash. We may seek to obtain financing
on the property post-closing. However, there is no guarantee that we will be able to obtain financing on terms we believe are
favorable, or at all.
The property contains 22,509 rentable square feet and is
100% leased to the United States, which occupies the property as the U.S. Forest Service. The original lease term is 10 years
with approximately 6.3 years remaining. A rental increase of 2.6% will occur in year six. The lease contains two renewal
options of five years each.
The lease is a modified gross lease, whereby the tenant is required
to pay a proportionate share of certain other costs associated with the property, such as property taxes, utilities, insurance
and maintenance, in addition to base rent. The annualized net operating rental income for the initial lease term is approximately
$0.4 million, or $19.02 per rentable square foot.
U.S. Army Corps of Engineers and U.S. Probation
Office Building
On March 27, 2012, we, through our sponsor, entered into a purchase
and sale agreement to acquire the fee-simple interest in the U.S. Army Corps of Engineers and U.S. Probation Office building located
in Mobile, Alabama. On June 19, 2012, we closed on the acquisition and acquired the property through an indirect wholly-owned subsidiary
of our operating partnership. The seller of the property was St. Michael, LLC. The seller does not have a material relationship
with us and the acquisition was not an affiliated transaction.
The contract purchase price of the property was approximately
$6.4 million, exclusive of closing costs. We funded 100% of the purchase with cash. We may seek to obtain financing on the property
post-closing. However, there is no guarantee that we will be able to obtain financing on terms we believe are favorable, or at
all.
The property contains 39,468 rentable square feet and is 100%
leased to the United States, which occupies the property as the U.S. Army Corps of Engineers and the U.S. Probation Office. The
original lease terms are 6 years with approximately 4.9 years remaining. The leases do not contain rental escalations and are not
renewable.
The leases are modified gross leases, whereby the tenant is
required to pay a proportionate share of certain other costs associated with the property, such as property taxes, utilities, insurance
and maintenance, in addition to base rent. The annualized net operating rental income for the initial lease terms are approximately
$0.9 million, or $21.97 per rentable square foot.
Dollar General Portfolio
On December 31, 2011, we, through our sponsor, entered into
a purchase and sale agreement to acquire the fee-simple interests in 16 Dollar General stores. The purchase and sale agreement
was subsequently amended on February 27, 2012. On June 19, 2012, we closed on the acquisition and acquired the properties through
an indirect wholly-owned subsidiary of our operating partnership. The sellers of the properties were Grisham Land & Cattle,
LLC and three of its partners. The sellers do not have a material relationship with us and the acquisition was not an affiliated
transaction.
The contract purchase price of the 16 Dollar General stores
was approximately $6.0 million, exclusive of closing costs. We funded 100% of the purchase with cash. We may seek to obtain financing
on the properties post-closing. However, there is no guarantee that we will be able to obtain financing on terms we believe are
favorable, or at all.
Each of the properties is 100% leased to a wholly owned subsidiary
of Dollar General (NYSE: DG), and all of the leases are guaranteed by Dollar General, which carries an investment grade credit
rating as determined by major credit rating agencies. The properties total 134,102 rentable square feet. The leases have remaining
terms between two and 13 years, with a weighted average remaining term of approximately 5.3 years. Two of the leases contain fixed
rental escalations. The leases are net whereby the tenant is to pay substantially all operating expenses, in addition to base rent.
Each original lease term was between five and 15 years.
The table below contains information concerning the lease term
remaining at acquisition (years), renewal options, rentable square footage and rental income per square foot:
| Property |
|
Lease Term
Remaining At
Acquisition
(Years) |
|
Renewal Options |
|
Rentable
Square
Footage |
|
Rental Income /
Per Square Foot |
| Senath, MO |
|
|
12.7 |
|
|
|
Four 5-year options |
|
|
|
9,014 |
|
|
$ |
8.09 |
|
| Flippin, AR |
|
|
5.5 |
|
|
|
One 5-year option |
|
|
|
9,014 |
|
|
$ |
2.93 |
|
| Panama City, FL |
|
|
5.4 |
|
|
|
One 5-year option |
|
|
|
8,900 |
|
|
$ |
6.33 |
|
| Humansville, MO |
|
|
5.3 |
|
|
|
Four 5-year options |
|
|
|
9,075 |
|
|
$ |
4.63 |
|
| Ash Flat, AR |
|
|
5.2 |
|
|
|
None |
|
|
|
7,534 |
|
|
$ |
3.50 |
|
| Willow Springs, MO |
|
|
5.0 |
|
|
|
None |
|
|
|
8,576 |
|
|
$ |
3.92 |
|
| Winona, MO |
|
|
4.0 |
|
|
|
None |
|
|
|
7,500 |
|
|
$ |
4.16 |
|
| Oak Grove, MO |
|
|
3.2 |
|
|
|
Two 5-year options |
|
|
|
8,047 |
|
|
$ |
3.43 |
|
| Greenfield, MO |
|
|
3.1 |
|
|
|
One 5-year option |
|
|
|
8,064 |
|
|
$ |
6.35 |
|
| Concordia, MO |
|
|
2.8 |
|
|
|
One 5-year option |
|
|
|
8,020 |
|
|
$ |
3.73 |
|
| St. James, MO |
|
|
2.7 |
|
|
|
One 5-year option |
|
|
|
7,971 |
|
|
$ |
5.33 |
|
| Seneca, MO |
|
|
2.7 |
|
|
|
One 5-year option |
|
|
|
8,750 |
|
|
$ |
3.77 |
|
| Nowata, OK |
|
|
2.6 |
|
|
|
One 5-year option |
|
|
|
9,014 |
|
|
$ |
3.13 |
|
| Caney, KS |
|
|
2.3 |
|
|
|
One 5-year option |
|
|
|
7,517 |
|
|
$ |
3.99 |
|
| Palmyra, MO |
|
|
1.7 |
|
|
|
One 5-year option |
|
|
|
8,092 |
|
|
$ |
4.45 |
|
| Clever, MO |
|
|
7.9 |
|
|
|
Five 5-year options |
|
|
|
9,014 |
|
|
$ |
8.34 |
|
Tractor Supply
On January 10, 2012, we, through our sponsor, entered into a
purchase and sale agreement to acquire the fee-simple interest in a build-to-suit Tractor Supply store located in Rio Grande, Texas.
The purchase and sale agreement was subsequently amended on March 8, 2012. On June 19, 2012, we closed on the acquisition and acquired
the property through an indirect wholly-owned subsidiary of our operating partnership. The seller of the property was JW Rio Grande
City VII, Ltd. The seller does not have a material relationship with us and the acquisition was not an affiliated transaction.
The contract purchase price of the Tractor Supply store is approximately
$1.9 million, exclusive of closing costs. We funded 100% of the purchase with cash. We may seek to obtain financing on the property post-closing. However, there is no guarantee that we will be able to obtain financing on terms we believe are favorable, or at
all.
The Tractor Supply store contains approximately 38,507 rentable
square feet and is 100% leased to Tractor Supply Company of Texas, L.P. The lease is guaranteed by Tractor Supply Company. The
lease has a 10-year term, with approximately 6.4 years remaining. The lease has five renewal options of five years each with rental
increases of 10% under each renewal option.
The lease is net, whereby the landlord is responsible for roof,
structure and paved areas. The annualized rental income for the property is approximately $0.2 million, or approximately $4.76
per rentable square foot.
Item 8.01. Other Events.
On June 20, 2012, the Company’s board
of directors authorized and the Company declared an increase to the Company’s annual dividend. The Company will increase
its annual distribution by $0.005, from $0.885 to $0.890 per annum. The new annual distribution rate will accrue commencing on
August 9, 2012. Distributions will continue to be paid on the 15th day of each month to stockholders of record at the
close of business on the 8th day of such month.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated June 20, 2012 |
| 99.2 |
|
Press release dated June 21, 2012 |
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. |
| |
|
|
| June 21, 2012 |
By: |
/s/ Nicholas S. Schorsch |
| |
Name: |
Nicholas S. Schorsch |
| |
Title: |
Chief Executive Officer and |
| |
|
Chairman of the Board of Directors |
