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

August 2, 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 8.01. Other Events.

On August 2, 2013, American Realty Capital Properties, Inc. issued a press release announcing its receipt of $250 million of additional commitments to its existing credit facility, which could increase aggregate financing under such credit facility to $1.7 billion, and the closing of the $10 million over-allotment exercised by the underwriters related to its previously closed $300 million 3.00% Convertible Senior Notes offering. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
99.1	Press Release dated August 2, 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: August 2, 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 Adds $250 Million of Commitments to Existing Credit Facility, Increasing Facility Capacity to $1.7 Billion; Closes $10 Million Convertible Senior Notes Over-allotment

Over-Allotment Increases Notes Offering Proceeds to $310 Million

Financings from Notes Offering and Credit Facility will Provide Additional Capacity and Flexibility to ARCP to Execute its Acquisitions Strategy

New York, New York, August 2, 2013 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) announced today that it had received additional financing commitments totaling $250.0 million under its existing credit facility, including a $200.0 million commitment from a new syndicate lender. With these additional commitments, the total amount of funding available to ARCP under the credit facility will increase to $1.7 billion, subject to customary conditions. The facility also has an accordion feature that allows ARCP, with additional commitments, to borrow up to $2.5 billion.

ARCP also announced that it had sold an additional $10 million in 3.00% Convertible Senior Notes due 2018 (the “Notes”) pursuant to the underwriters’ partial exercise of an over-allotment option ARCP granted to the underwriters under the previously disclosed July 23, 2013 underwriting agreement. The underwriters provided notice of their partial exercise of the over-allotment option on July 29, 2013. As a result of the completed Notes offering and partial exercise of the over-allotment option, ARCP received $299.925 million in aggregate net proceeds from the sale of the Notes and intends to use the net offering proceeds (a) to repay outstanding indebtedness under its existing credit facility (which will increase the availability of funds under the facility); and (b) for other general corporate purposes which include investing in properties in accordance with its investment objectives.

Nicholas S. Schorsch, Chairman and Chief Executive Officer of ARCP added, “We appreciate the support of our lending group with $250 million of additional commitments and welcome a new lender to our credit facility. Additionally, completing our Convertible Senior Notes offering gives ARCP significant additional capital at a very competitive price. This will enable us to continue to execute our acquisition program on a basis that is accretive to our earnings and consistent with our long-term plan to ladder our borrowings. This $310 million of long-term, fixed rate debt financing cements our track record as an unsecured debt issuer.”

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

A registration statement related to the Notes was declared effective by the Securities and Exchange Commission. The offering of Notes was made only by means of a prospectus supplement and accompanying base prospectus. Copies of the prospectus supplement and the accompanying base prospectus related to the Notes may be obtained 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 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. ARCP may disseminate important information regarding ARCP and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.

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.

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