As filed with the Securities and Exchange Commission on November 27, 2013
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 45-2482685 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
405 Park Avenue New York, New York |
10022 |
(Address of Principal Executive Offices) | (Zip Code) |
_____________________________
American Realty Capital Properties, Inc. Equity Plan
(Full Title of the Plans)
_____________________________
Nicholas S. Schorsch Chairman and Chief Executive Officer American Realty Capital Properties, Inc. 405 Park Avenue New York, New York 10022 (Name and Address of Agent for Service) |
Copy to:
Peter M. Fass, Esq. Steven L. Lichtenfeld, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036 (212) 969-3000 |
(212) 415-6500 | |
(Telephone Number, Including Area Code, of Agent For Service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | ||
Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
_____________________________
CALCULATION OF REGISTRATION FEE
Title Of Securities To Be Registered |
Amount To Be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount Of Registration Fee(3) |
Common Stock, par value $0.01 per share | 20,514,421 | $12.97 | $266,072,040 | $34,270 |
(1) | This Registration Statement covers 20,514,421 shares of the common stock, par value $0.01 per share (the “Common Stock”), of American Realty Capital Properties, Inc. (the “Registrant”) available for issuance under the American Realty Capital Properties, Inc. Equity Plan (the “Plan”). |
(2) | Calculated solely for purposes of this offering in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the average of the high and low selling prices per share of Common Stock on November 21, 2013, as reported on the Nasdaq Stock Market. |
(3) | Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of an additional 20,514,421 shares of Common Stock under the Plan. A prior registration statement on Form S-8 was previously filed by the Registrant on September 7, 2011 (Registration No. 333-176714) (the “Initial Registration Statement”) for the existing securities under the Plan. |
EXPLANATORY NOTE
Incorporation by Reference. This Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of the Initial Registration Statement are incorporated herein by reference and made a part hereof.
Registration of Additional Shares of Common Stock Under the Plan. This Registration Statement on Form S-8 is filed by the Registrant to register an additional 20,514,421 shares of Common Stock, which may be awarded under the Plan as a result of an increase in the number of issued and outstanding shares of Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the U.S. Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference:
(a) | the Registrant’s Annual Reports on Form 10-K and 10-K/A for the fiscal year ended December 31, 2012, filed with the Commission on February 28, 2013, October 7, 2013 and November 1, 2013; |
(b) | the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, filed with the Commission on May 6, 2013; |
(c) | the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013, filed with the Commission on August 6, 2013; |
(d) | the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013, filed with the Commission on November 7, 2013; |
(e) | our Current Reports on Forms 8-K and 8-K/A, as applicable, filed with the Commission on January 3, 2013, January 9, 2013, January 15, 2013, January 18, 2013, January 22, 2013 (three filings on this date), January 25, 2013, January 28, 2013, January 29, 2013, February 1, 2013, February 7, 2013, February 12, 2013, February 14, 2013, February 15, 2013 (two filings on this date), February 21, 2013, February 26, 2013 (two filings on this date), February 28, 2013 (four filings on this date), March 1, 2013 (two filings on this date), March 6, 2013, March 7, 2013, March 8, 2013, March 15, 2013, March 18, 2013 (two filings on this date), March 20, 2013, March 21, 2013, March 22, 2013, March 26, 2013, March 27, 2013 (two filings on this date), April 2, 2013, April 5, 2013, April 8, 2013, April 11, 2013, April 16, 2013, April 17, 2013, April 22, 2013, April 24, 2013, April 25, 2013, April 26, 2013, May 2, 2013, May 6, 2013, May 8, 2013, May 15, 2013, May 28, 2013 (three filings on this date), May 30, 2013, May 31, 2013 (two filings on this date), June 4, 2013, June 5, 2013, June 7, 2013, June 10, 2013 (two filings on this date), June 12, 2013, June 14, 2013 (two filings on this date), June 17, 2013, June 28, 2013, July 2, 2013, July 3, 2013, July 5, 2013, July 8, 2013, July 9, 2013, July 16, 2013, July 18, 2013, July 23, 2013 (five filings on this date), July 24, 2013, July 29, 2013, August 2, 2013, August 5, 2013, August 6, 2013 (two filings on this date), August 9, 2013, August 20, 2013, August 21, 2013, September 3, 2013, September 5, 2013, September 9, 2013, September 10, 2013, September 16, 2013, September 19, 2013, September 25, 2013, September 27, 2013, October 7, 2013 (two filings on this date), October 10, 2013, October 15, 2013, October 16, 2013, October 22, 2013, October 25, 2013, October 29, 2013, October 30, 2013, November 1, 2013 (three filings on this date), November 5, 2013, November 7, 2013 (two filings on this date), November 8, 2013, November 13, 2013, November 15, 2013, November 18, 2013 (five filings on this date), November 19, 2013 (two filings on this date) and November 26, 2013 (two filings on this date); and |
(f) | the description of the Registrant’s Common Stock set forth in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on August 1, 2011 to register the Registrant’s Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with any subsequent amendment or report filed with the Commission for the purpose of updating this description of the Registrant’s Common Stock. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
In no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement.
Item 8. Exhibits.
Exhibit No. | Description |
4.1 | Conformed Articles of Amendment and Restatement of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement No. 333-190056 on Form S-4 filed by the Registrant with the Commission on July 22, 2013) |
4.2 | Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement No. 333-172205 on Form S-11/A filed by the Registrant with the Commission on June 13, 2011) |
4.3 | Second Amended and Restated Agreement of Limited Partnership of ARC Properties Operating Partnership, L.P., dated February 28, 2013 (filed as Exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2012, filed on February 28, 2013, and incorporated herein by reference). |
4.4 | Indenture, dated as of July 29, 2013, between the Registrant and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Registrant’s Form 10-Q for the fiscal quarter ended June 30, 2013, filed on August 6, 2013, and incorporated herein by reference). |
4.5 | First Supplemental Indenture, dated as of July 29, 2013, between the Registrant and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Registrant’s Form 10-Q for the fiscal quarter ended June 30, 2013, filed on August 6, 2013, and incorporated herein by reference). |
5.1 | Opinion of Venable LLP (filed herewith) |
23.1 | Consent of Grant Thornton LLP, independent registered public accounting firm (filed herewith) |
23.2 | Consent of Grant Thornton LLP, independent registered public accounting firm (filed herewith) |
23.3 | Consent of Grant Thornton LLP, independent certified public accountants (filed herewith) |
23.4 | Consent of Grant Thornton LLP, independent certified public accountants (filed herewith) |
23.5 | Consent of Grant Thornton LLP, independent certified public accountants (filed herewith) |
23.6 | Consent of Grant Thornton LLP, independent certified public accountants (filed herewith) |
23.7 | Consent of Venable LLP (Included in Exhibit 5.1) |
24.1 | Powers of Attorney (included on the signature page of this Registration Statement) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 27th day of November, 2013.
American realty capital properties, inc. | |
By: | /s/ Nicholas S. Schorsch |
Nicholas S. Schorsch | |
Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Nicholas S. Schorsch and Brian S. Block, or any of them individually, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in such person’s name, place and stead, in the capacities indicated below, to sign this Registration Statement on Form S-8 of the Registrant and any and all amendments (including post-effective amendments) thereto, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date |
/s/ Nicholas S. Schorsch | Chairman and Chief Executive Officer (Principal Executive Officer) | November 27, 2013 |
Nicholas S. Schorsch | ||
/s/ Edward M. Weil, Jr. | President, Treasurer, Secretary and Director | November 27, 2013 |
Edward M. Weil, Jr. | ||
/s/ Peter M. Budko | Executive Vice President and Chief Investment Officer | November 27, 2013 |
Peter M. Budko | ||
/s/ Brian S. Block | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | November 27, 2013 |
Brian S. Block | ||
/s/ Lisa Beeson | Chief Operating Officer | November 27, 2013 |
Lisa Beeson | ||
/s/ Lisa Pavelka McAlister | Chief Accounting Officer | November 27, 2013 |
Lisa Pavelka McAlister | ||
/s/ William M. Kahane | Director | November 27, 2013 |
William M. Kahane | ||
/s/ Leslie D. Michelson | Lead Independent Director | November 27, 2013 |
Leslie D. Michelson | ||
/s/ Edward G. Rendell | Independent Director | November 27, 2013 |
Edward G. Rendell | ||
/s/ Scott J. Bowman | Independent Director | November 27, 2013 |
Scott J. Bowman |
EXHIBIT INDEX
Exhibit No. | Description |
4.1 | Conformed Articles of Amendment and Restatement of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement No. 333-190056 on Form S-4 filed by the Registrant with the Commission on July 22, 2013) |
4.2 | Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement No. 333-172205 on Form S-11/A filed by the Registrant with the Commission on June 13, 2011) |
4.3 | Second Amended and Restated Agreement of Limited Partnership of ARC Properties Operating Partnership, L.P., dated February 28, 2013 (filed as Exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2012, filed on February 28, 2013, and incorporated herein by reference). |
4.4 | Indenture, dated as of July 29, 2013, between the Registrant and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Registrant’s Form 10-Q for the fiscal quarter ended June 30, 2013, filed on August 6, 2013, and incorporated herein by reference). |
4.5 | First Supplemental Indenture, dated as of July 29, 2013, between the Registrant and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Registrant’s Form 10-Q for the fiscal quarter ended June 30, 2013, filed on August 6, 2013, and incorporated herein by reference). |
5.1 | Opinion of Venable LLP (filed herewith) |
23.1 | Consent of Grant Thornton LLP, independent registered public accounting firm (filed herewith) |
23.2 | Consent of Grant Thornton LLP, independent registered public accounting firm (filed herewith) |
23.3 | Consent of Grant Thornton LLP, independent certified public accountants (filed herewith) |
23.4 | Consent of Grant Thornton LLP, independent certified public accountants (filed herewith) |
23.5 | Consent of Grant Thornton LLP, independent certified public accountants (filed herewith) |
23.6 | Consent of Grant Thornton LLP, independent certified public accountants (filed herewith) |
23.7 | Consent of Venable LLP (Included in Exhibit 5.1) |
24.1 | Powers of Attorney (included on the signature page of this Registration Statement) |
Exhibit 5.1
November 27, 2013
American Realty Capital Properties, Inc.
405 Park Avenue
New York, New York 10022
Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have served as Maryland counsel to American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to an additional 20,514,421 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), which will be issued from time to time pursuant to the American Realty Capital Properties, Inc. Equity Plan (the “Plan”). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement;
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the approval of the Plan and the issuance of the Shares (the “Board Resolutions”), certified as of the date hereof by an officer of the Company;
American Realty Capital Properties, Inc.
November 27, 2013
Page 2
6. Resolutions adopted by the initial stockholder of the Company relating to, among other matters, the approval of the Plan (the “Stockholder Resolutions” and, together with the Board Resolutions, the “Resolutions”), certified as of the date hereof by an officer of the Company;
7. The Plan, certified as of the date hereof by an officer of the Company;
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
American Realty Capital Properties, Inc.
November 27, 2013
Page 3
5. The Shares will not be issued or transferred in violation of any restriction or limitation contained in Section 4.07 of Article 4 of the Charter or in the Plan.
6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
7. Each option, restricted stock unit, right or other security exercisable or exchangeable for a Share pursuant to the Plan (each, an “Option”) will be duly authorized and validly granted in accordance with the Plan and exercised or exchanged in accordance with the terms of the Plan, including any stock option agreement, restricted stock agreement or other form of award agreement entered into in connection therewith, at the time of any exercise or exchange of such Option.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and to the extent issued in accordance with the Registration Statement, the Resolutions, the Plan and any stock option agreement, restricted stock agreement or other form of award agreement utilized under the Plan, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
American Realty Capital Properties, Inc.
November 27, 2013
Page 4
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated May 7, 2013, with respect to the consolidated financial statements included in the May 7, 2013 Current Report of American Realty Capital Properties, Inc. on Form 8-K/A and our report dated February 28, 2013 with respect to internal control over financial reporting included in the Annual Report on Form 10-K for the year ended December 31, 2012 of American Realty Capital Properties, Inc., which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 27, 2013
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 7, 2013, with respect to the consolidated financial statements and financial statement schedule for the year ended December 31, 2012 included in the July 23, 2013 Current Report of American Realty Capital Properties, Inc. on form 8-K/A, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 27, 2013
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated June 7, 2013, with respect to the Historical Summary of the GE Capital Portfolio for the year ended December 31, 2012 included in the June 7, 2013 Current Report of American Realty Capital Properties, Inc. on Form 8-K/A, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 27, 2013
Exhibit 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated July 15, 2013, with respect to the Historical Summary of the GE Capital Portfolio for the year ended December 31, 2012 included in the July 23, 2013 Current Report of American Realty Capital Properties, Inc. on Form 8-K/A, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 27, 2013
Exhibit 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September 25, 2013, with respect to the Historical Summary of the Inland Portfolio for the year ended December 31, 2012 included in the September 25, 2013 Current Report of American Realty Capital Properties, Inc. on Form 8-K/A, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 27, 2013
Exhibit 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated October 7, 2013, with respect to the Historical Summary of the Fortress Portfolio for the year ended December 31, 2012 included in the October 7, 2013 Current Report of American Realty Capital Properties, Inc. on Form 8-K, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 27, 2013
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