EX-99.1 7 v351086_ex99-1.htm EXHIBIT 99.1

 

 

FOR IMMEDIATE RELEASE

 

American Realty Capital Properties Announces
Pricing of $300 Million Convertible Senior Notes Offering

 

New York, New York, July 23, 2013 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) announced today that it priced its previously announced underwritten public offering of $300.0 million Convertible Senior Notes due 2018 (“Notes”). Additionally, ARCP granted 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.

 

The Notes will pay interest semi-annually at a rate of 3.00% per annum and will mature on August 1, 2018. The holders may elect to convert the Notes into cash, ARCP’s common stock or a combination thereof, at ARCP’s option, in limited circumstances prior to February 1, 2018 and may convert the Notes at any time into such consideration on or after February 1, 2018. The initial conversion rate will be 59.8050 shares of ARCP’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $16.72 per share of ARCP’s common stock, which represents a 15.0% premium to today’s closing price of ARCP’s common stock), subject to adjustment in certain circumstances.

 

ARCP intends to use the net proceeds of the offering (a) to repay outstanding indebtedness under its existing senior secured 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.

 

The settlement of the Notes offering is expected to occur on or about July 29, 2013, subject to satisfaction of customary market and other closing conditions.

 

J.P. Morgan, Citigroup, Barclays, BMO Capital Markets and KeyBanc Capital Markets are acting 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, are acting 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 prospectus supplement and other related documents. Copies of the 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)