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): July 9, 2012 (July 2, 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 (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.

On July 2, 2012, the representatives of the underwriters delivered a notice to American Realty Capital Properties, Inc. (the “Company”) indicating that the underwriters were exercising their option to purchase their full over-allotment option, or 487,500 shares of common stock. The over-allotment option had been previously granted in connection with the Company’s underwritten public offering of 3,250,000 shares of the Company’s common stock, which closed on June 18, 2012.

Accordingly, on July 9, 2012, the Company closed on the issuance of 487,500 shares of the Company’s common stock, par value $0.01 per share at a price of $10.00 per share (before underwriting discounts and commissions). The net proceeds to the Company from the exercise of such over-allotment option were approximately $4.6 million, after deducting underwriting discounts and commissions.

Robert W. Baird & Co. Incorporated, Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE Amex: LTS), and JMP Securities LLC acted as representatives of the several underwriters and joint book-running managers of the offering. Maxim Group LLC and National Securities Corporation acted as co-managers for the offering.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1 Press release of American Realty Capital Properties, Inc., dated July 9, 2012, announcing the full exercise of underwriters’ option to purchase additional shares.

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.
July 9, 2012	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

Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares

New York, New York, July 9, 2012 – American Realty Capital Properties, Inc. (NASDAQ: ARCP) (the “Company”) announced today the full exercise of the underwriters’ option to purchase an additional 487,500 newly issued shares of the Company’s common stock, par value $0.01 per share, at a price of $10.00 per share (before underwriting discounts and commissions). The Company had previously granted such option to the underwriters in connection with the underwritten public offering of 3,250,000 shares completed on June 18, 2012.

The net proceeds to the Company from the exercise of such over-allotment option were approximately $4.6 million, after deducting underwriting discounts and commissions, thereby bringing the total net proceeds from the offering to approximately $35.3 million, after deducting underwriting discounts and commissions. The Company intends to use the net proceeds from the offering to make additional property acquisitions, including the acquisitions announced on June 20, 2012, and repay certain indebtedness.

Robert W. Baird & Co. Incorporated, Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE MKT: LTS), and JMP Securities LLC acted as representatives of the several underwriters and joint book-running managers of the offering. Maxim Group LLC and National Securities Corporation acted as co-managers for the offering.

“We are very pleased by the execution of this offering and the underwriters’ belief in the strength of our company, as evidenced by their full exercise of the over-allotment option,” commented Nicholas S. Schorsch, Chairman and Chief Executive Officer of the Company.

“The full exercise of the over-allotment option will permit us to execute on our previously announced investment strategy while enhancing our portfolio’s tenant mix and geographic diversification,” added Brian S. Block, Executive Vice President and Chief Financial Officer of the Company. “In fact, since we closed the offering in early June, we have already acquired 21 of the 22 previously disclosed properties and have entered into an additional contract for a Reckitt Benckiser property. Our recent acquisitions increase the total size of our portfolio to approximately $210.0 million, comprised of 118 properties.”

Important Notice

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 generally subject to net leases with high credit quality tenants. Additional information about the Company can be found on the Company’s website at www.americanrealtycapitalproperties.com.

The shares of common stock were offered pursuant to an effective registration statement that the Company previously filed with the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities was made only by means of a prospectus. A copy of the prospectus relating to the offering is available on the SEC website at:

http://sec.gov/Archives/edgar/data/1507385/000114420412034735/v315952_424b4.htm.

Investors may obtain these documents free of charge from the Securities and Exchange Commission’s website at www.sec.gov.

Alternatively, copies of the prospectus relating to the offering may be obtained at the following address:

Robert W. Baird & Co. Incorporated

Attention: Syndicate Department

777 E. Wisconsin Avenue

Milwaukee, WI 53202

Telephone: 800-792-2413

Email: syndicate@rwbaird.com

An investor should read the Company’s prospectus carefully before investing. The prospectus contains important information about the Company and its investment objective and policies, risks, charges and expenses.

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different.