8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________

FORM 8-K/A

AMENDMENT NO. 1

TO

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

March 27, 2013
Date of Report (date of earliest event reported)

_________________________

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)	(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:

ý 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))

Explanatory Note to Amended Current Report on Form 8-K/A

American Realty Capital Properties, Inc. (the “Company”) previously filed a Current Report on Form 8-K on March 27, 2013 (the “Original Form 8-K”) which contained the following exhibits: a letter to the Board of Directors of Cole Credit Property Trust III, Inc. (“CCPT III”) attached as Exhibit 99.1; an Investor Presentation attached as Exhibit 99.2; and a press release attached as Exhibit 99.3. Each of the Original Form 8-K and exhibits thereto described the Company’s refined offer to purchase all of the common stock of CCPT III. This Amended Current Report on Form 8-K/A is being filed solely for the purpose of amending  the Original Form 8-K and each of the exhibits described herein thereto to clarify certain typographical errors contained in the Original Form 8-K and the exhibits thereto with respect to the consideration to be paid to CCPT III stockholders. No other changes have been made to the Original Form 8-K.

Explanatory Note

American Realty Capital Properties, Inc. Revises Offer Upward to Purchase Merged Cole Credit Property Trust III, Inc. to a Minimum of $13.59 Per Share, for $9.7 Billion Based on Newly Disclosed Financial Information Provided by Cole Credit Property Trust III, Inc.

Proposal Remains 10% Accretive to ARCP Stockholders

This Current Report on Form 8-K details a refined proposal made on March 27, 2013 by American Realty Capital Properties, Inc. (“ARCP”) to the board of directors of Cole Credit Property Trust III, Inc. (“CCPT III”) to acquire all the outstanding shares of common stock of CCPT III following the consummation of CCPT III’s internalization of Cole Holdings Corporation (“Cole”). The refined proposal was derived from ARCP’s review of certain CCPT III property-level financial data made publicly available by CCPT III on March 25, 2013.

Item 7.01. Regulation FD Disclosure.

In connection with the refined Proposal (as defined and described below) made by ARCP to the board of directors of CCPT III, ARCP prepared a presentation for the purpose of describing the refined Proposal and its benefits to CCPT III’s stockholders. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Such presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Item 7.01, including Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

ARCP’s Refined Offer to Acquire CCPT III Following CCPT III’s Internalization of Cole

As mentioned in the Explanatory Note to this Current Report on Form 8-K above, on March 27, 2013, ARCP submitted a refined proposal to the board of directors of CCPT III to acquire all the outstanding shares of common stock of CCPT III (the “Proposal”) after reviewing certain property-level financial data which was publicly disclosed by CCPT III on March 25, 2013. In light of CCPT III’s claim that the internalization of Cole could not be averted, ARCP therefore proposed to acquire both CCPT III and Cole as a merged entity. While ARCP does not prefer the public disclosure of the Proposal, CCPT III has been unwilling to engage ARCP up to the date of this filing. Therefore, ARCP has made the Proposal publicly as described herein, which has been unanimously approved by ARCP’s board of directors.

Pursuant to the Proposal, ARCP would acquire all the outstanding shares of common stock of CCPT III in exchange for, at the election of each holder of shares of CCPT III common stock, with respect to each such share of CCPT III common stock, for either: (i) 0.80 of a share of ARCP common stock for each share of CCPT III common stock, with a guarantee that the value of the share consideration will not be less than $13.59 per share; or (ii) $12.50 per share in cash. The Proposal provides that up to $1.2 billion (or approximately 20% of the outstanding shares of CCPT III common stock) be paid in cash. ARCP also announced the Proposal via press release on March 27, 2013. ARCP maintains that the transaction would be 10% accretive to its stockholders.

The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to ARCP’s letter to the board of directors of CCPT III regarding the Proposal, dated March 27, 2013, and the press release announcing the Proposal, dated March 27, 2013, which are attached as Exhibits 99.1 and 99.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Additional Information about the Proposed Transaction and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, relates to a business combination transaction with CCPT III proposed by ARCP, which may become the subject of a registration statement filed with the SEC. This material is not a substitute for the proxy statement/prospectus ARCP would file with the SEC regarding the proposed transaction if such a negotiated transaction with CCPT III is reached or for any other document which ARCP may file with the SEC and send to ARCP’s or CCPT III’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ARCP AND CCPT III ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Such documents would be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to the ARCP Investor Relations Department, 405 Park Avenue, New York, New York 10022. Copies of such documents filed by ARCP with the SEC also will be available free of charge on ARCP’s website at www.arcpreit.com.

ARCP, AR Capital, LLC and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from ARCP’s and CCPT III’s stockholders in respect of the proposed transaction. Information regarding ARCP’s directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on May 4, 2012, as modified by ARCP’s current reports on Form 8-K filed with the SEC on October 17, 2012 and March 6, 2013. Additional information regarding the interests of such potential participants will be included in any proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction if and when they become available.

All information in this communication concerning CCPT III, including its business, operations and financial results was obtained from public sources.  While ARCP has no knowledge that any such information is inaccurate or incomplete, ARCP has not had the opportunity to verify any of that information.

Forward-Looking Statements

Information set forth in this Current Report on Form 8-K (including information included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Exchange Act), which reflect ARCP’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors, many of which are outside ARCP’s control, that could cause actual results to differ materially from those contained in the forward-looking statements. Such risks and uncertainties relating to the proposed transaction include, but are not limited to, CCPT III’s failure to accept ARCP’s proposal and enter into definitive agreements to effect the transaction, whether and when the proposed transaction 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 other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the ability to obtain regulatory and stockholder approvals for the transaction; market volatility; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; ARCP’s ability to achieve the cost-savings and synergies contemplated by the proposed transaction within the expected time frame; ARCP’s ability to promptly and effectively integrate the businesses of CCPT III and ARCP; disruption from the proposed transaction making it more difficult to maintain relationships with tenants; the business plans of the tenants of the respective parties; continuation or deterioration of current market conditions; and future regulatory or legislative actions that could adversely affect the companies. Additional factors that may affect future results will be contained in ARCP’s filings with the SEC from time to time. ARCP disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Letter to the Board of Directors of CCPT III, dated March 27, 2013
99.2	Presentation regarding the Proposal, dated March 27, 2013
99.3	Press Release Announcing the Proposal, dated March 27, 2013

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, hereunto duly authorized.

	AMERICAN REALTY CAPITAL PROPERTIES, INC.
Date: March 27, 2013	By:	/s/ Nicholas S. Schorsch
	Name:	Nicholas S. Schorsch
	Title:	Chief Executive Officer and Chairman of the Board of Directors

EX-99.1

March 27, 2013

BY EMAIL AND FEDEX

Board of Directors
Cole Credit Property Trust III, Inc.
2325 East Camelback Road, Suite 1100
Phoenix, AZ 85016

To the Board of Directors of Cole Credit Property Trust III, Inc. (“CCPT III”):

We reviewed the pro forma operating results and other property-level information that you provided to us and the investment public for the first time in your Form 8-K filed on March 25, 2013, and have had an opportunity to review the property-level data contained therein. Based on that data, we are able to calculate an increased value for CCPT III and accordingly have refined our proposal (the “Proposal”).

In addition, in light of your claims that the announced internalization/merger transaction with Cole Holdings Corporation (“Cole Holdings” and the “Internalization”) cannot be averted, we therefore propose that American Realty Capital Properties, Inc. (NASDAQ: ARCP) (“ARCP”) acquire both CCPT III and Cole Holdings as a merged entity.

We firmly believe our fully financed Proposal, detailed below, is a full and fair offer and well within the valuation you ascribed to CCPT III and Cole Holdings in your March 25 filing, but without all the attendant risks of a proposed listing on uncertain terms and timing.

The basic structure of our refined Proposal remains largely the same, however it has been modified to incorporate the acquisition of Cole Holdings and take into account newly released property-level data suggesting increased value for CCPT III. Our Proposal now offers not less than $13.59 per share, implying a minimum equity value for CCPT III and Cole Holdings of approximately $6.7 billion. This equity value assumes 492.0 million shares of CCPT III common stock outstanding, consisting of 481.3 million shares of CCPT III common stock outstanding as of the date of the merger agreement, plus 10.7 million shares of CCPT III common stock to be issued to Cole Holdings in connection with the Internalization, each purchased at $13.59 per share. As previously mentioned, the cash component of our Proposal is fully funded by cash on hand at ARCP and borrowing capacity under ARCP’s existing credit facility. Our Proposal remains 10% accretive to our ARCP stockholders due to the increased property-level revenues we were able to discern from the data contained in your March 25 filing.

As you are well aware, we again reached out to you, Cole Holdings’ management and your advisors numerous times over past few days, to no avail as of the date of this letter. We continue to believe that at this point negotiating in a public forum, although not our preference, is the only path available to us due to your refusal to engage with us privately in a productive manner. Therefore we are compelled to disclose our Proposal to the investment public and the CCPT III stockholders. Also included with this letter is a presentation that further outlines the significant opportunity for CCPT III stockholders who choose to take ARCP stock in this transaction.

The terms of our Proposal are outlined immediately below:

· CCPT III stockholders will receive at least $13.59 per share of value: ARCP is prepared to acquire 100% of the outstanding common stock of CCPT III, at the election of CCPT III’s stockholder, for either: (i) 0.80 of a share of ARCP common stock for each share of CCPT III common stock, with a guarantee that the value of the share consideration will not be less than $13.59 per share (with the added benefit of a significant upside), or (ii) $12.50 per share in cash. We are proposing that $1.2 billion (or approximately 20% of the value of the outstanding shares of CCPT III common stock) will be paid with ARCP’s currently available cash on hand or from its existing credit facility.

· CCPT III stockholders will receive an equivalent annual dividend of 74.4 cents per share, a 15% increase over their current dividend: ARCP plans to declare its 7^th consecutive quarterly dividend increase to an annual dividend of 93 cents per share, effective upon closing of the transaction. As a result, CCPT III stockholders who elect stock consideration will receive an equivalent dividend of 74.4 cents per share (93 cents x 0.80 exchange ratio), a 15% increase (9.4 cents per share increase) over CCPT III’s current 65 cent per share dividend.

· CCPT III stockholders will not be “locked up”: All CCPT III shares converted into ARCP shares will be immediately tradable on NASDAQ; stockholders will not be “locked up.” Unlike the Internalization and the proposed listing of CCPT III, significant market support and liquidity is anticipated in ARCP common stock from numerous index inclusions at and subsequent to closing.

· CCPT III stockholders who take ARCP stock will benefit from a tax-free exchange safe harbor: The stock-for-stock option is designed to provide CCPT III stockholders with a tax-free exchange for those who elect to receive stock consideration.

· ARCP expects the proposed transaction will be immediately accretive to AFFO per share by 10%: Our Proposal results in an increase to combined ARCP and CCPT III pro forma 2013 and 2014 AFFO, resulting in part from a significant reduction in operating costs, namely due to an elimination of CCPT III asset management fees and a pronounced reduction of G&A expenses.

We note that, in response to our initial letter, Cole Holdings’ management made various claims and released certain inaccurate information distracting from the fact that: (i) ARCP’s offer to acquire CCPT III was a legitimate and bona fide offer, superior to that proposed by the Internalization; and (ii) CCPT III’s stockholders should be given a voice and a choice in an affiliated transaction as material as the proposed Internalization. We continue to believe that Cole Holdings’ misdirection is intended to simply distract attention from the fact that ARCP’s Proposal provides maximum risk-adjusted value to CCPT III’s stockholders.

Given the dilutive and costly nature of the Internalization, estimated at $165 million or 34 cents per share to be paid for by CCPT III’s stockholders, we continue to believe CCPT III stockholders would benefit most from a transaction that would not include the Internalization of Cole Holdings. However, we understand that your recent disclosures reflect your commitment to proceed with the Internalization. Therefore, our Proposal to buy the combined companies is indicative of our continuing commitment to find a way to bring our two companies together – with or without the Internalization.

The outsized Internalization fees, we believe, inherently serve to misalign the interests of CCPT III stockholders and the owners of the advisor. They serve to enrich the Cole Holdings advisor without regard to actual investment performance. The fees associated with the Internalization are illustrated immediately below:

Description	Amount			Note
Internalization Stock Payment™	$	145,565,548		(1)
Internalization Cash Payment	$	20,000,000
Internalization Fees		165,565,548		(2)
Contingent Listing Consideration		N/A		(3)
Earn Out Based on Performance		TBD		(4)
Subordinated Incentive Fee	$	226,723,857		(5)
Less: Subordinated Incentive Fee Discount	$	(56,680,964	)	(6)
Total Fees Paid to Cole Holdings	$	335,608,441

(1) 10,711,225 shares at $13.59/share.

(2) Equivalent to 34 cents per share.

(3) 2,142,245 shares to be issued upon listing will be cancelled.

(4) Earn out is payable on a 2-year trailing average multiple of EBITDA in excess of $25 million.  Cole Holdings management expects approximately $29 million of 2013E pro forma EBITDA contribution from Cole Holdings alone.

(5) ($13.59 - $10.45) x 481,367,000 shares outstanding x 15% where $10.45 is the hurdle price and 15% is the promote interest.

(6) 25% reduction in subordinated incentive listing fee.

Our Proposal has the unanimous support of ARCP’s Board of Directors, and we are prepared to devote all necessary internal and external resources to consummate this transaction. Our Proposal is subject to customary conditions, including: (1) completion of confirmatory due diligence by ARCP on CCPT III and Cole Holdings; (2) execution of a definitive merger agreement; and (3) receipt of stockholder approvals (for the issuance of shares of ARCP common stock, as required by NASDAQ).

As we have previously explained, we remain prepared to meet immediately and commence discussions with you and your advisors directly. We are confident that, if we work together, we can quickly complete a transaction that is in the best interests of the stockholders of both of our companies.

Sincerely,

Nicholas S. Schorsch
Chairman and CEO
American Realty Capital Properties, Inc.

EX-99.2

February 2013 American Realty Capital Properties Acquisition of Cole Credit Property Trust III in a $ 9.7 Billion Transaction March 27, 2013 Acquisition Will Produce Largest REIT in Net Lease Sector, Increased Earnings and Dividends. CCPT III Stockholders W ill Benefit from Premium Valuation, Certainty of Closing, Immediate Liquidity and Tax - Free Exchange.

2 Additional Information about the Proposed Transaction and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication relates to a business combination transaction with Cole Credit Property Trust III, Inc. (“CCPT III”) proposed by American Realty Capital Properties, Inc. (“ARCP”), which may become the subject of a registration statement filed with the Securities and Exchange Commission (the “SEC”). This material is not a substitute for the proxy statement/prospectus ARCP would file with the SEC regarding the proposed transaction if such a negotiated transaction with CCPT III is reached or for any other document which ARCP may file with the SEC and send to ARCP’s or CCPT III’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ARCP AND CCPT III ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Such documents would be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to the ARCP Investor Relations Department, 405 Park Avenue, New York, New York 10022. Copies of such documents filed by ARCP with the SEC also will be available free of charge on ARCP’s website at www.arcpreit.com . ARCP, AR Capital, LLC and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from ARCP’s and CCPT III’s stockholders in respect of the proposed transaction. Information regarding ARCP’s directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on May 4, 2012, as modified by ARCP’s current reports on Form 8 - K filed with the SEC on October 17, 2012 and March 6, 2013. Additional information regarding the interests of such potential participants will be included in any proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction if and when they become available. All information in this communication concerning CCPT III, including its business, operations and financial results was obtained from public sources. While ARCP has no knowledge that any such information is inaccurate or incomplete, ARCP has not had the opportunity to verify any of that information.

3 Forward - Looking Statements Information set forth in this communication (including information included or incorporated by reference herein) contains “forward - looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934), which reflect ARCP’s expectations regarding future events. The forward - looking statements involve a number of risks, uncertainties and other factors, many of which are outside ARCP’s control, that could cause actual results to differ materially from those contained in the forward - looking statements. Such risks and uncertainties relating to the proposed transaction include, but are not limited to, CCPT III’s failure to accept ARCP’s proposal and enter into definitive agreements to effect the transaction, whether and when the proposed transaction 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 other statements that are not historical facts. The following additional factors, among others, could cause actual results to differ materially from those set forth in the forward - looking statements: the ability to obtain regulatory and stockholder approvals for the transaction; market volatility; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; ARCP’s ability to achieve the cost - savings and synergies contemplated by the proposed transaction within the expected time frame; ARCP’s ability to promptly and effectively integrate the businesses of CCPT III and ARCP; disruption from the proposed transaction making it more difficult to maintain relationships with tenants; the business plans of the tenants of the respective parties; continuation or deterioration of current market conditions; and future regulatory or legislative actions that could adversely affect the companies. Additional factors that may affect future results will be contained in ARCP’s filings with the SEC from time to time. ARCP disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.

4 ; CCPT III Stockholder Consideration: (i) $13.59 per CCPT III share minimum floor value with a fixed 0.80 exchange ratio or (ii) $12.50 per share in cash (1) . ; Floor, No Cap: Proposal guarantees an exchange value of not less than $13.59 per CCPT III share with no limit on the potential upside. ; Dividend Increase : ARCP’s annual dividend will increase to $0.93 per share upon closing. CCPT III stockholders who elect ARCP stock will receive an annualized dividend of $0.744 per share, ($0.93 x 0.80), a 15% increase (9.4 cents per share) over CCPT III’s current $ 0.65 annualized dividend per share, greater than the proposed $0.70 per share dividend post proposed Internalization. ; Cole Holdings Consideration : Cole Holdings will be paid $335.6 million as a subordinated management incentive fee pursuant to the terms of CCPT III’s existing advisory agreement. (2) ARCP is Offering to Purchase for $13.59 per Share all of the Outstanding Shares of CCPT III after it Purchases Cole Holdings: ARCP’s $13.59 per share offer provides greater value, certainty and speed of execution than a post Internalization listing. (1) We are proposing up to $1.2 billion (or approximately 20% of the outstanding shares of CCPT III common stock) in cash subject to CCPT III stockholder election and the balance will be paid in ARCP shares . (2) See page 9 for details. Based on a floor of $13.59 per share and a hurdle price of $10.45 per share, as disclosed in the announced merger agreement .

5 ; No Lock - Up: All CCPT III shares converted into ARCP shares will be immediately tradable on NASDAQ; stockholders are not “ locked up.” Significant market support is anticipated from numerous index inclusions at and subsequent to closing. ; Tax - Free Exchange: The stock - for - stock option is designed to provide CCPT III stockholders with a tax - free exchange for those who elect to receive stock consideration. ; Operating Synergies and Integration: ARCP estimates general and administrative expense (G&A) savings will exceed $ 30 million annually. The majority of the real estate assets owned by CCPT III are net leased properties similar to ARCP’s existing property portfolio. This should result in a seamless integration requiring minimal additional resources or increased expenses. ARCP’s proposal provides CCPT III stockholders with immediate liquidity, tax and operating efficiencies, seamless portfolio integration, certainty of value and swift execution. CCPT III Stockholders Receive Significant Transaction Benefits.

6 ; Immediate Accretion to AFFO per Share (1) : Greater financial disclosures have enabled ARCP to refine its proposal such that the transaction is still more than 10% accretive to ARCP’s AFFO per share. ; Dividend Growth: Increased AFFO per share allows for annualized dividend increase of $0.02 per share to $0.93 per share. ; Largest Net Lease REIT: Combination will result in largest publicly traded net lease REIT by property square footage and market capitalization, resulting in expected near - term MSCI, Russell and S&P index inclusions, increased share liquidity and enhanced access to capital. ; Highest Quality Net Lease Property Portfolio: Combined property portfolio will have the largest enterprise value, highest investment grade tenant %, longest weighted average remaining lease term, highest occupancy, and lowest average property age of public net lease REITs. ; Increased Tenant Diversification : Concentration of top ten tenants reduced significantly from approximately 62% to less than 33%. ARCP Stockholders Post Merger Receive Significant Benefits. (1) Based on 2013 guidance issued on February 28, 2013.

Properties 1,706 Investment Grade (2) (by NOI) 60% Occupancy 99% Enterprise Value (3) $14.9 billion Total Square Feet 59.5 million Average Remaining Lease Term 12.4 years ARCP will become the Leading Public Traded Net Lease REIT. (1) Post Merger (1) All CCPT III data based on publicly available SEC filings, including its Quarterly Report on Form 10 - Q for the period ended 9/30 /12, its Current Report on Form 8 - K filed 3/6/13 and 3/25/13, as well as estimated data. (2) Includes investment grade tenants affiliated with investment grade entities as determined by a major rating agency. For purpo ses of this presentation, we have attributed the ratings of the affiliated parent company . (3) Implied enterprise value at the close of the proposed transaction. 7

ARCP is One of the Lowest Leveraged Net Leased REITs. 8 • ARCP is using its low leveraged balance sheet to fund the cash portion of the merger Leverage Statistics 8.8x 6.5x 5.4x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x Net Debt / EBITDA ARCP Standalone ARCP Pro forma for CCPT III Acquisition CCPT III Leveraged for Acquisitions & Tender • Strength for strength merger combined leveraged is in line with peer group at 6.0x to 7.0x • ARCP pro forma leverage is significantly below CCPT III stand alone leverage

Cost Impact to CCPT III Stockholders Internalizing Cole. 9 Note: All CCPT III data based on publicly available SEC filings, including its Quarterly Report on Form 10 - Q for the period ended 9/30 /12, its Current Report on Form 8 - K filed 3/6/13 and 3/25/2013, as well as estimated data. • ARCP’s Proposal agrees to pay the Internalization fees approved by CCPT III to be paid to Cole’s management. • However, paying Cole’s management an Internalization Fee of $165 million in cash and stock, in violation of industry best practices, comes right out of the pocket of CCPT III’s stockholders. • Were CCPT III’s Board of Directors to reconsider its commitment to proceeding with the Internalization, CCPT III’s stockholders would benefit from our increased offer price by an amount equal to 34 cents per share. Description Amount Calculation Internalization Stock Payment $145,565,548 $13.59 offer price x 10,711,225 CCPT IIII shares to be issued to Cole Holdings. Internalization Cash Payment $20,000,000 Total Internalization Fees $165,565,548 Contingent Listing Consideration N/A 2,141,245 CCPT III shares to be issued to Cole Holdings upon listing, will be cancelled. Earn Out Based on Performance TBD Earn out is payable on a 2 - year trailing average multiple of EBITDA in excess of $25 million. Cole Holdings management expects approximately $29 million of 2013E pro - forma EBITDA contribution from Cole Holdings alone. Subordinated Incentive Fee $226,723,857 ($13.59 offer price - $10.45 hurdle price) x 481,367,00 0 CCPT III shares outstanding x 15% profit participation to Cole Holdings, where $10.45 is the hurdle price and 15% is the promote interest Less : Subordinated Incentive Fee Discount ($56,680,964) 25% reduction in subordinated incentive fee Total Internalization and Other Fees Paid to Cole Holdings $335,608,441

AFFO Multiples 2013E AFFO / Share 16.1x 17.1x (2) 18.1x 19.1x Listing Value on CCPT III Standalone (1) $0.80 $12.80 $13.60 $14.39 $15.19 Implied ARCP Price for Proposed Merger $1.04 $16.74 $17.78 $18.82 $19.86 Implied Value to CCPT III Stockholder (3) $13.39 $14.23 $15.06 $15.89 Increased Value to CCPT III Stockholders from ARCP Proposal $0.59 $0.63 $0.67 $0.80 Our Proposal Provides Certainty of Value. 10 • Our proposal creates more shareholder value than Cole’s proposed standalone listing, even without incorporating the traditional (10 - 20%) listing discount (1) Includes internalized Cole Holdings. (2) Peer average AFFO multiple of 17.1x is derived from the following: O: 19.2x, NNN: 18.2x, WPC: 17.8x and SRC: 13.2x. (3) Fixed exchange ratio of 0.80. Note: All CCPT III data based on publicly available SEC filings, including its Quarterly Report on Form 10 - Q for the period ended 9/30 /12, its Current Report on Form 8 - K filed 3/6/13 and 3/25/2013, as well as estimated data. Greater value to CCPT III than realized in a listing The value of ARCP’s Proposal is well within the valuation range referenced in CCPT III’s March 25 th presentation and ARCP’s Proposal exceeds the potential value from a CCPT III standalone offer. ARCP’s Proposal is Superior to CCPT III’s Standalone Offer.

ARCP Post Merger (3) O SRC WPC NNN Peer Group Avg. # of Properties 1,706 3,528 2,012 423 1,622 1,896 Wtd Avg Lease Term (yrs.) 12.4 11.2 10.6 8.9 12.0 10.7 Occupancy 99.3% 97.6% 98.8% 98.7% 97.9% 98.3% Square Footage (mm) 59.5 53.4 54.3 38.5 19.2 41.4 % Investment Grade (1) 60% 34% 19% 34% 6% 23% Dividend Yield 5.2% 4.9% 6.4% 4.8% 4.5% 5.2% Price/AFFO 17.1x (4) 19.2x 13.2x 17.8x 18.2x 17.1x Equity Market Cap (mm) $8,964 $ 8,777 $3,810 $4,688 $4,054 $5,332 Enterprise Value (mm) $ 14,978 $ 12,270 $7,300 $6,974 $ 5,919 $8,116 Implied/Share Price (2) $17.78 $ 44.74 $ 19.60 $ 68.45 $ 35.00 If ARCP Post Merger trades to its Peer Group Average, its Implied Share Price would be $17.78 . 11 • The ARCP proposal implies a minimum equity value for CCPT III of $5.7 billion. • The cash component of the ARCP Proposal is fully funded by cash on hand and borrowing capacity on ARCP’s existing credit facility. Note: All CCPT III data based on publicly available SEC filings, including its Quarterly Report on Form 10 - Q for the period ended 9/30 /12, its Current Report on Form 8 - K filed 3/6/13 and 3/25/2013, as well as estimated data. Peer data based on public filings, investor presentations and SNL Financial. (1) Includes investment grade tenants affiliated with investment grade entities as determined by a major rating agency. For purpo ses of this presentation, we have attributed the ratings of the affiliated parent company. (2) As of market close on 3/15/2013, except for ARCP Post Merger. (3) Implied metrics upon the close of the proposed transaction. (4) Based on peer group average.

12 Appendix

$ 14,978 $12,270 $7,300 $6,974 $5,919 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 New Co O SRC WPC NNN Enterprise Value ARCP will become the Largest, Highest Quality Public Traded Net Lease REIT. 13 60% 34% 34% 19% 6% 0% 10% 20% 30% 40% 50% 60% 70% New Co O WPC SRC NNN % Investment Grade (1) Note: All CCPT III data based on publicly available SEC filings, including its Quarterly Report on Form 10 - Q for the period ended 9/30 /12, its Current Report on Form 8 - K filed 3/6/13 and 3/25/2013, as well as estimated data . (1) Includes investment grade tenants affiliated with investment grade entities as determined by a major rating agency. For pu rposes of this presentation, we have attributed the ratings of the affiliated parent company. ARCP Post Merger ARCP Post Merger 59.5 54.3 53.4 38.5 19.2 0 10 20 30 40 50 60 70 ARCP Post Merger SRC O WPC NNN (millions) Square Footage 12.4 12.0 11.2 10.6 8.9 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 ARCP Post Merger NNN O SRC WPC Years Wtd. Avg. Lease Duration

ARCP will become the Dominant Public Traded Net Lease REIT. 692 1,706 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 ARCP New Co # of Properties $ 3,905 $ 14,978 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 ARCP New Co (millions) Enterprise Value 14 11.5 12.4 $11.0 $11.2 $11.4 $11.6 $11.8 $12.0 $12.2 $12.4 $12.6 ARCP New Co Years Weighted Average Lease Term 16.4 59.5 0 10 20 30 40 50 60 70 ARCP New Co (millions) Square Footage Note: All CCPT III data based on publicly available SEC filings, including its Quarterly Report on Form 10 - Q for the period ended 9/30 /12, its Current Report on Form 8 - K filed 3/6/13 and 3/25/2013, as well as estimated data. ARCP Post Merger ARCP Post Merger ARCP Post Merger ARCP Post Merger

Top 10 Tenant Concentration will become 32.9%; Portfolio Diversification will be Increased to over 400 Tenants. Top 10 Tenants Will be 74 % Investment Grade. (1) Tenant % of Portfolio Tenant % of Portfolio Tenant % of Portfolio 11.4% 6.9% 7.3% 10.6% 5.0% 3.9% 9.4% 4.7% 3.7% 7.8% 3.5% 3.1% 6.7% 3.1% 2.9% 4.1% 3.0% 2.9% 3.6% 2.6% 2.6% 2.9% 2.5% 2.3% 2.7% 2.0% 2.3% 2.6% 2.0% 1.9% Total 61.8% Total 35.3% Total 32.9% ARCP Top 10 Tenants CCPT III Top 10 Tenants Combined Top 10 Tenants 15 Note: All CCPT III data based on publicly available SEC filings, including its Quarterly Report on Form 10 - Q for the period ended 9/30 /12, its Current Report on Form 8 - K filed 3/6/13 and 3/25/2013, as well as estimated data. (1) Includes investment grade tenants affiliated with investment grade entities as determined by a major rating agency. For purposes of th is presentation, we have attributed the ratings of the affiliated parent company.

16 Funds from Operations and Adjusted Funds from Operations ARCP considers FFO and AFFO, which is FFO as adjusted to exclude acquisition - related fees and expenses, amortization of above - market lease assets and liabilities, amortization of deferred financing costs, straight - line rent, non - cash mark - to - market adjustments, amortization of restricted stock, non - cash compensation and non - recurring gains and losses useful indicators of the performance of a REIT. Because FFO calculations exclude such factors as depreciation and amortization of real estate assets and gains or losses from sales of operating real estate assets (which can vary among owners of identical assets in sim ila r conditions based on historical cost accounting and useful - life estimates), they facilitate comparisons of operating performance between periods and between other REITs in ARCP's peer groups. Accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have histo ric ally risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Additionally, ARCP believes that AFFO, by excluding acquisition - related fees and expenses, amortization of above - market lease assets and liabilities, amortization of deferred financing costs, straight - line rent, non - cash mark - to - market adjustments, amortization of restricted stock, non - cash compensation and non - recurring gains and losses, provides information consistent with management’s analyses of the operating performance of the properties. By providing AFFO, ARCP believes it is presenting useful information that assists investors and analysts to better assess the sustainability of its operating perfor man ce. Further, ARCP believes AFFO is useful in comparing the sustainability of its operating performance with the sustainability of the operating performance of other real estate companies, including exchange - traded and non - traded REITs. As a result, ARCP believes that the use of FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of its performance relative to its peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. FFO and AFFO are not in accordance with, or a substitute for, measures prepared in accordance with GAAP, and may be different from non - GAAP measures used by other companies. In addition, FFO and AFFO are not based on any comprehensive set of accounting rules or principles. Non - GAAP measures, such as FFO and AFFO, have limitations in that they do not reflect all of the amounts associated with ARCP's results of operations that would be reflected in measures determined in accordance with GAAP. These measures should only be used to evaluate ARCP's performance in conjunction with corresponding GAAP measures.

EX-99.3

 

FOR IMMEDIATE RELEASE

American Realty Capital Properties Revises Offer Upward to Purchase Merged Cole Credit Property Trust III to a Minimum of $13.59 Per Share, for $9.7 Billion Based on Newly Disclosed Financial Information Provided by Cole

Proposal Remains 10% Accretive to ARCP Stockholders

New York, New York, March 27, 2013 – American Realty Capital Properties, Inc. (“ARCP” or the “Company”) (NASDAQ: ARCP) announced today it has submitted a revised proposal (the “Proposal”) to the Board of Directors of Cole Credit Property Trust III, Inc. (“CCPT III”) to acquire 100 percent of the outstanding common stock of CCPT III. Following the Company’s review of pro forma operating results and other property-level information disclosed by CCPT III on March 25, 2013 and CCPT III’s claim that its internalization of Cole Holdings Corporation (“Cole Holdings”) cannot be averted, ARCP was able to calculate an increased value for CCPT III. Using this information, ARCP’s refined proposal contemplates acquiring CCPT III after the close of its acquisition of Cole for at least $13.59 per share in stock or $12.50 in cash, based upon information made publicly available by CCPT III on March 25, 2013. The transaction, valued at more than $9.7 billion including the assumption of debt, would create the largest and highest quality publicly traded REIT in the net lease sector.

The basic structure of the refined proposal remains largely the same as the original offer from March 19, 2013, but has been modified to incorporate the acquisition of Cole Holdings and take into account newly released property-level data suggesting increased value for CCPT III. While not ARCP’s preference, this proposal is being made public due to CCPT III’s unwillingness to discuss the proposal directly.

The revised proposal now offers:

· Improved Cash and Stock Consideration: ARCP is prepared to acquire 100% of the outstanding common stock of CCPT III for either: (i) 0.80 of a share of ARCP common stock for each share of CCPT III common stock, with a guarantee that the value of the share consideration will not be less than $13.59 per share (with the added benefit of a significant upside) or (ii) $12.50 per share in cash. We are proposing that $1.2 billion (or approximately 20% of the outstanding shares of CCPT III common stock) will be paid with ARCP’s currently available cash or from its existing credit facility.

· Dividend Increase: ARCP would still move forward with its seventh consecutive quarterly dividend increase to 93 cents per share annually which would take effect upon closing of the transaction.

· Immediate Accretion of 10% to ARCP’s AFFO per share: Our Proposal results in an increase to combined ARCP and CCPT III pro forma 2013 and 2014 AFFO, resulting in part from a significant reduction in operating costs, namely due to an elimination of CCPT III asset management fees and a pronounced reduction of G&A expenses.

The full text of the proposal letter to CCPT III’s Board of Directors is included below:

March 27, 2013

BY EMAIL AND FEDEX

Board of Directors
Cole Credit Property Trust III, Inc.
2325 East Camelback Road, Suite 1100
Phoenix, AZ 85016

To the Board of Directors of Cole Credit Property Trust III, Inc. (“CCPT III”):

We reviewed the pro forma operating results and other property-level information that you provided to us and the investment public for the first time in your Form 8-K filed on March 25, 2013, and have had an opportunity to review the property-level data contained therein. Based on that data, we are able to calculate an increased value for CCPT III and accordingly have refined our proposal (the “Proposal”).

In addition, in light of your claims that the announced internalization/merger transaction with Cole Holdings Corporation (“Cole Holdings” and the “Internalization”) cannot be averted, we therefore propose that American Realty Capital Properties, Inc. (NASDAQ: ARCP) (“ARCP”) acquire both CCPT III and Cole Holdings as a merged entity.

We firmly believe our fully financed Proposal, detailed below, is a full and fair offer and well within the valuation you ascribed to CCPT III and Cole Holdings in your March 25 filing, but without all the attendant risks of a proposed listing on uncertain terms and timing.

The basic structure of our refined Proposal remains largely the same, however it has been modified to incorporate the acquisition of Cole Holdings and take into account newly released property-level data suggesting increased value for CCPT III. Our Proposal now offers not less than $13.59 per share, implying a minimum equity value for CCPT III and Cole Holdings of approximately $6.7 billion. This equity value assumes 492.0 million shares of CCPT III common stock outstanding, consisting of 481.3 million shares of CCPT III common stock outstanding as of the date of the merger agreement, plus 10.7 million shares of CCPT III common stock to be issued to Cole Holdings in connection with the Internalization, each purchased at $13.59 per share. As previously mentioned, the cash component of our Proposal is fully funded by cash on hand at ARCP and borrowing capacity under ARCP’s existing credit facility. Our Proposal remains 10% accretive to our ARCP stockholders due to the increased property-level revenues we were able to discern from the data contained in your March 25 filing.

As you are well aware, we again reached out to you, Cole Holdings’ management and your advisors numerous times over past few days, to no avail as of the date of this letter. We continue to believe that at this point negotiating in a public forum, although not our preference, is the only path available to us due to your refusal to engage with us privately in a productive manner. Therefore we are compelled to disclose our Proposal to the investment public and the CCPT III stockholders. Also included with this letter is a presentation that further outlines the significant opportunity for CCPT III stockholders who choose to take ARCP stock in this transaction.

The terms of our Proposal are outlined immediately below:

· CCPT III stockholders will receive at least $13.59 per share of value: ARCP is prepared to acquire 100% of the outstanding common stock of CCPT III, at the election of CCPT III’s stockholder, for either: (i) 0.80 of a share of ARCP common stock for each share of CCPT III common stock, with a guarantee that the value of the share consideration will not be less than $13.59 per share (with the added benefit of a significant upside), or (ii) $12.50 per share in cash. We are proposing that $1.2 billion (or approximately 20% of the value of the outstanding shares of CCPT III common stock) will be paid with ARCP’s currently available cash on hand or from its existing credit facility.

· CCPT III stockholders will receive an equivalent annual dividend of 74.4 cents per share, a 15% increase over their current dividend: ARCP plans to declare its 7^th consecutive quarterly dividend increase to an annual dividend of 93 cents per share, effective upon closing of the transaction. As a result, CCPT III stockholders who elect stock consideration will receive an equivalent dividend of 74.4 cents per share (93 cents x 0.80 exchange ratio), a 15% increase (9.4 cents per share increase) over CCPT III’s current 65 cent per share dividend.

· CCPT III stockholders will not be “locked up”: All CCPT III shares converted into ARCP shares will be immediately tradable on NASDAQ; stockholders will not be “locked up.” Unlike the Internalization and the proposed listing of CCPT III, significant market support and liquidity is anticipated in ARCP common stock from numerous index inclusions at and subsequent to closing.

· CCPT III stockholders who take ARCP stock will benefit from a tax-free exchange safe harbor: The stock-for-stock option is designed to provide CCPT III stockholders with a tax-free exchange for those who elect to receive stock consideration.

· ARCP expects the proposed transaction will be immediately accretive to AFFO per share by 10%: Our Proposal results in an increase to combined ARCP and CCPT III pro forma 2013 and 2014 AFFO, resulting in part from a significant reduction in operating costs, namely due to an elimination of CCPT III asset management fees and a pronounced reduction of G&A expenses.

We note that, in response to our initial letter, Cole Holdings’ management made various claims and released certain inaccurate information distracting from the fact that: (i) ARCP’s offer to acquire CCPT III was a legitimate and bona fide offer, superior to that proposed by the Internalization; and (ii) CCPT III’s stockholders should be given a voice and a choice in an affiliated transaction as material as the proposed Internalization. We continue to believe that Cole Holdings’ misdirection is intended to simply distract attention from the fact that ARCP’s Proposal provides maximum risk-adjusted value to CCPT III’s stockholders.

Given the dilutive and costly nature of the Internalization,estimated at $165 millon or 34 cents per share to be paid for by CCPT III’s stockholders, we continue to believe CCPT III stockholders would benefit most from a transaction that would not include the Internalization of Cole Holdings. However, we understand that your recent disclosures reflect your commitment to proceed with the Internalization. Therefore, our Proposal to buy the combined companies is indicative of our continuing commitment to find a way to bring our two companies together – with or without the Internalization.

The outsized Internalization fees, we believe, inherently serve to misalign the interests of CCPT III stockholders and the owners of the advisor. They serve to enrich the Cole Holdings advisor without regard to actual investment performance. The fees associated with the Internalization are illustrated immediately below:

Description	Amount			Note
Internalization Stock Payment	$	145,565,548		(1)
Internalization Cash Payment	$	20,000,000
Internalization Fees		165,565,548		(2)
Contingent Listing Consideration		N/A		(3)
Earn Out Based on Performance		TBD		(4)
Subordinated Incentive Fee	$	226,723,857		(5)
Less: Subordinated Incentive Fee Discount	$	(56,680,964	)	(6)
Total Fees Paid to Cole Holdings	$	335,608,441

(1) 10,711,225 shares at $13.59/share.

(2) Equivalent to 34 cents per share.

(3) 2,142,245 shares to be issued upon listing will be cancelled.

(4) Earn out is payable on a 2-year trailing average multiple of EBITDA in excess of $25 million.  Cole Holdings management expects approximately $29 million of 2013E pro forma EBITDA contribution from Cole Holdings alone.

(5) ($13.59 - $10.45) x 481,367,000 shares outstanding x 15% where $10.45 is the hurdle price and 15% is the promote interest.

(6) 25% reduction in subordinated incentive listing fee.

Our Proposal has the unanimous support of ARCP’s Board of Directors, and we are prepared to devote all necessary internal and external resources to consummate this transaction. Our Proposal is subject to customary conditions, including: (1) completion of confirmatory due diligence by ARCP on CCPT III and Cole Holdings; (2) execution of a definitive merger agreement; and (3) receipt of stockholder approvals (for the issuance of shares of ARCP common stock, as required by NASDAQ).

As we have previously explained, we remain prepared to meet immediately and commence discussions with you and your advisors directly. We are confident that, if we work together, we can quickly complete a transaction that is in the best interests of the stockholders of both of our companies.

Sincerely,

/s/ Nicholas S. Schorsch

Nicholas S. Schorsch
Chairman and CEO
American Realty Capital Properties, Inc.

Transaction Advisors

Barclays Capital Inc. and RCS Capital, a division of Realty Capital Securities, LLC, are acting as ARCP’s financial advisors and Proskauer Rose LLP and Weil, Gotshal & Manges LLP as its legal advisors.

About ARCP

ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market that qualified as a real estate investment trust for U.S. federal income tax purposes for the taxable year ended December 31, 2011, focused on acquiring and owning single tenant freestanding commercial properties subject to net leases with high credit quality tenants. Additional information about ARCP can be found on its website at www.arcpreit.com.

Additional Information about the Proposed Transaction and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication relates to a business combination transaction with CCPT III proposed by ARCP, which may become the subject of a registration statement filed with the Securities and Exchange Commission (“SEC”). This material is not a substitute for the proxy statement/prospectus ARCP would file with the SEC regarding the proposed transaction if such a negotiated transaction with CCPT III is reached or for any other document which ARCP may file with the SEC and send to ARCP’s or CCPT III’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITIY HOLDERS OF ARCP AND CCPT III ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Such documents would be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to the ARCP Investor Relations Department, 405 Park Avenue, New York, New York 10022. Copies of such documents filed by ARCP with the SEC also will be available free of charge on ARCP’s website at www.arcpreit.com.

Participants in Solicitation

ARCP, AR Capital, LLC and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from ARCP’s and CCPT III’s stockholders in respect of the proposed transaction. Information regarding ARCP’s directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on May 4, 2012, as modified by ARCP’s current reports on Form 8-K filed with the SEC on October 17, 2012 and March 6, 2013. Additional information regarding the interests of such potential participants will be included in any proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction if and when they become available.

All information in this communication concerning CCPT III, including its business, operations and financial results was obtained from public sources.  While ARCP has no knowledge that any such information is inaccurate or incomplete, ARCP has not had the opportunity to verify any of that information.

Forward-Looking Statements

Information set forth in this communication (including information included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934), which reflect ARCP’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors, many of which are outside ARCP’s control, that could cause actual results to differ materially from those contained in the forward-looking statements. Such risks and uncertainties relating to the proposed transaction include, but are not limited to, CCPT III’s failure to accept ARCP’s proposal and enter into definitive agreements to effect the transaction, whether and when the proposed transaction 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 other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the ability to obtain regulatory and stockholder approvals for the transaction; market volatility; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; ARCP’s ability to achieve the cost-savings and synergies contemplated by the proposed transaction within the expected time frame; ARCP’s ability to promptly and effectively integrate the businesses of CCPT III and ARCP; disruption from the proposed transaction making it more difficult to maintain relationships with tenants; the business plans of the tenants of the respective parties; continuation or deterioration of current market conditions; and future regulatory or legislative actions that could adversely affect the companies. Additional factors that may affect future results will be contained in ARCP’s filings with the SEC from time to time. ARCP disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.

Contacts

Tom Johnson / Ian Campbell	Brian S. Block, EVP & CFO
Abernathy MacGregor	American Realty Capital Properties, Inc.
tbj@abmac.com / idc@abmac.com	bblock@arlcap.com
Ph: 212-371-5999 / 213-630-6550	Ph: 212-415-6500
Anthony J. DeFazio
Diccicco Battista Communications
tdefazio@dbcworks.com
Ph: 484-342-3600