8-K

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

_________________________

FORM 8-K

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

July 23, 2013 (July 22, 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:

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.

The information set forth under Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 22, 2013, American Realty Capital Properties, Inc. (the “Company”), through its operating partnership, ARC Properties Operating Partnership, L.P. (the “Operating Partnership”), entered into a fourth amendment (the “Amendment”) to its previously announced credit facility (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Company and the Operating Partnership had previously entered into a third amendment to the Credit Agreement which increased their ability to acquire other real estate owing entities.

The modifications to the Credit Agreement effected by the Amendment included, among other things,: (i) amendments to certain definitions related to the calculation of certain financial covenants, (ii) the conversion of the existing limitation on the maximum amount of recourse indebtedness permitted to be incurred by the Company to a limitation on the maximum amount of secured recourse indebtedness permitted to be incurred and (iii) the addition of certain “carve-outs” to the limitation on restricted payments included in the Credit Agreement, which carve-outs allow for the Company’s satisfaction of certain obligations relating to its outstanding Series C Convertible Preferred Stock, par value $0.01 per share, subject to the terms and conditions set forth in the Amendment and allow for certain redemptions, conversions or settlements of convertible indebtedness of the Company, subject to the terms and conditions set forth in the Amendment.

The description of the material terms of the Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the credit agreement which was filed with the SEC on February 28, 2013 as Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as amended and supplemented from time to time. The Company will file the Amendment as an exhibit to its next Quarterly Report on Form 10-Q.

Item 8.01. Other Events.

On July 23, 2013, the Company issued a press release announcing the launch of a $300 million offering of Convertible Senior Notes due in 2018 which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
99.1	Press Release dated July 23, 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: July 23, 2013	By:	/s/ Nicholas S. Schorsch
		Name: Nicholas S. Schorsch
		Title: Chief Executive Officer and Chairman of the Board of Directors

EX-99.1

FOR IMMEDIATE RELEASE

American Realty Capital Properties Launches $300 Million Convertible Senior Note Offering

New York, New York, July 23, 2013 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) announced today that it plans to issue $300.0 million of Convertible Senior Notes (“Notes”) due in 2018 in an underwritten public offering. The Notes will mature on August 1, 2018. The Notes may be converted into cash, common stock or a combination thereof in limited circumstances prior to February 1, 2018 and may be converted at any time into such consideration on or after February 1, 2018. Additionally, ARCP intends to grant the underwriters a 30-day option to purchase up to an additional $30.0 million of additional Notes, solely to cover over-allotments, if any. ARCP intends to use the net proceeds of the offering (a) to repay outstanding indebtedness under its existing senior secured revolving credit facility (which will increase the availability of funds under such credit facility) and (b) for other general corporate purposes which includes investing in properties in accordance with its investment objectives.

J.P. Morgan, Citigroup, Barclays, BMO Capital Markets and KeyBanc Capital Markets will act as joint bookrunners for this offering. JMP Securities, Ladenburg Thalmann & Co. Inc. and RCS Capital, the investment banking and capital markets division of Realty Capital Securities, LLC, will act as co-managers for this offering.

The Notes will be issued pursuant to an effective registration statement previously filed with the Securities and Exchange Commission on Form S-3 and available for review on the Securities and Exchange Commission's website at www.sec.gov. This press release does 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer of the securities will be made only by means of a prospectus, forming a part of the effective registration statement, the applicable preliminary prospectus supplement and other related documents. Copies of the preliminary prospectus supplement and the accompanying base prospectus related to the Notes may be obtained, once filed, from either J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 1+ (866) 803-9204, or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 1+ (800) 831-9146.

Realty Capital Securities, LLC is owned by an entity which is under common ownership with ARCP’s sponsor, AR Capital, LLC.

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 beginning in 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.

Important Notice

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. In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. For a further description of the risks and uncertainties that could cause ARCP's actual results to materially differ from those set forth herein, please see ARCP's filings with the Securities and Exchange Commission, including the “Risk Factors” section of its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. ARCP undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. 

Contacts

Anthony J. DeFazio	Brian S. Block, EVP and CFO
DDCWorks	American Realty Capital Properties, Inc.
tdefazio@ddcworks.com	bblock@arlcap.com
Ph: (484-342-3600)	Ph: (212-415-6500)