UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.     )

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¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

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¨ Soliciting Material Pursuant to § 240.14a-12

American Realty Capital Properties, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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January 22, 2013

Dear Fellow Stockholder,

We have recently mailed to you proxy materials from American Realty Capital Properties, Inc. (“ARCP” or the “Company”) regarding the Special Meeting of ARCP Stockholders scheduled for February 26, 2013. At the Special Meeting you will be asked to consider, and vote upon, a proposal to approve the issuance of shares of ARCP common stock to the stockholders of American Realty Capital Trust III, Inc. (“ARCT III”) pursuant to the merger agreement providing for the acquisition of ARCT III by ARCP. ARCP stockholders of record as of the close of business on January 4, 2013, are entitled to notice of, and to vote at, the Special Meeting.

As detailed in the proxy materials, after thorough deliberation with the assistance of the Company’s independent financial and legal advisors, your board of directors has determined that the acquisition of ARCT III is in the best interests of the Company and its stockholders and unanimously recommends you vote FOR the proposal to approve the issuance of shares of ARCP common stock to the stockholders of ARCT III.

Your board of directors unanimously recommends that ARCP stockholders vote FOR the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. We urge you to vote by telephone or via the Internet by following instructions on your proxy card, or please sign, date and return the proxy card using the postage-paid envelope you have received, or will soon receive. Your vote is very important.

YOUR BOARD OF DIRECTORS UNANIMOUSLY BELIEVES THAT THE PROPOSED MERGER WITH ARCT III IS IN THE BEST INTERESTS OF ARCP AND ITS STOCKHOLDERS

In making its recommendation, your board took into account a variety of factors described in the definitive proxy statement including the financial analyses and fairness opinion provided by BofA Merrill Lynch, the Company’s financial advisor, and summarized in the proxy statement, as well as the strong foundation for growth and improved performance benefits resulting from the combination of ARCP’s and ARCT III’s respective businesses.

The proposed merger represents a synergistic union of two high quality net lease portfolios with unique complementary strategies and offers a number of compelling benefits to ARCP stockholders, including:

· Increased Size and Scale. On a combined basis, the merged entity will have an enterprise value of $3.0 billion, making it one of the largest publicly traded net lease REITs as of today and one of the largest publicly traded REITs in the U.S. Given this enhanced size and scale, the combined company is expected to benefit from economies of scale, improved access to public capital markets, as well as the ability to pursue and successfully execute large acquisition opportunities. Additionally, the combined company will be of sufficient size and seasoning to qualify for index inclusion in the MSCI and the Russell 2000 indices.

· Enhanced Portfolio Quality and Diversification. The combination of ARCP and ARCT III will significantly increase geographic and industry diversity of the property portfolio and meaningfully reduce tenant concentration. The combined company will have a best-in-class, well-diversified net lease portfolio with high credit quality tenants of long- and mid-weighted average lease terms, providing both stability and growth potential. The combined portfolio will include 806 properties in 44 states, with an average of 12.4 years of remaining lease duration as of the anticipated close date and an estimated 13.0 years as of year-end 2013.

· Significant Capital Markets Benefits. With an equity market capitalization of $1.9 billion, the combined company will have a greatly increased public float, allowing ARCP greater access to various forms of capital, the potential to lower the cost of its equity and debt and the opportunity to achieve an investment grade corporate credit rating.

· Adjusted Funds From Operations (“AFFO”) Growth. The combination of ARCP and ARCT III is expected to result in dramatic growth in AFFO. Specifically, AFFO growth for the combined company is projected at approximately 16% from 2013E to 2014E, compared to 4% among its peer set.

· Operating Synergies and Cost Reduction. The revised management agreement contemplated under the merger agreement significantly reduces General and Administrative (“G&A”) costs by eliminating acquisition and financing fees, reducing management fees and internalizing certain functions with no internalization fee. Specifically, the combined company is expected to realize $48 million in cost savings over a five-year period.

YOUR VOTE IS IMPORTANT – PLEASE VOTE FOR THE TRANSACTION TODAY

Your vote is extremely important, no matter how many shares you own. The affirmative vote of holders of a majority of the votes cast on the proposal, provided that the total votes cast on the proposal represent at least a majority of the outstanding shares of ARCP common stock, is required to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement.

Please take a moment to vote FOR the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement today – by telephone, by Internet or by signing, dating and returning the enclosed proxy card in the postage-paid envelope you have received, or will soon receive.

If you have any questions or need assistance voting your shares, please call the Company’s proxy solicitor, Innisfree M&A Incorporated toll free at (877) 800-5187.

Thank you for your support.

On behalf of the board of directors,

Nicholas S. Schorsch

Chairman and Chief Executive Officer

Additional Information and Where to Find It

In connection with the proposed merger, ARCP and ARCT III have filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) on January 22, 2013 and commenced mailing the definitive proxy statement and a form of proxy to the stockholders of ARCP and ARCT III. These materials are not a substitute for the definitive proxy statement or the Registration Statement on Form S-4 (File No. 333- 185935) that ARCP filed with the SEC in connection with the proposed merger with ARCT III. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION ABOUT ARCP, ARCT III AND THE PROPOSED MERGER.

Investors and security holders will be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Copies of the documents filed by ARCP with the SEC are also available on ARCP's website at www.americanrealtycapitalproperties.com, and copies of the documents filed by ARCT III with the SEC are available on ARCT's website at www.arct-3.com.

Participants in Solicitation

The Company, ARCT III and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s and ARCT III’s stockholders in respect of the proposed merger. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement filed with the SEC on May 4, 2012 and its Current Report on Form 8-K filed with the SEC on October 16, 2012. Information regarding ARCT III’s directors and executive officers can be found in ARCT III’s definitive proxy statement filed with the SEC on April 24, 2012. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the definitive proxy statement filed in connection with the proposed merger with the SEC on January 22, 2013 and other relevant documents regarding the proposed merger filed with the SEC. These documents are available free of charge on the SEC’s website and from the Company or ARCT III, as applicable, using the sources indicated above.

Forward-Looking Statements

Information set forth herein (including information included or incorporated by reference herein) contains "forward-looking statements" (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect ARCP's and ARCT III's expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to whether and when the transactions contemplated by the merger agreement will be consummated, the new combined company's plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and estimates of growth, including funds from operations and adjusted funds from operations, and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability of ARCP and ARCT III to obtain the stockholder approvals required to consummate the proposed merger; market volatility, unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; whether or not ARCP common stock will be included in REIT and public exchange indices; uncertainty regarding the level of demand for ARCP common stock that inclusion in such indices would generate; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the tenants of the respective parties. Additional factors that may affect future results are contained in ARCP's and ARCT III's filings with the SEC, which are available at the SEC's website at www.sec.gov. ARCP and ARCT III disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.