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

December 4, 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:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] 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 or Registrant. 

On December 4, 2013, American Realty Capital Properties, Inc. (the “Company”), through its operating partnership, ARC Properties Operating Partnership, L.P. (the “Operating Partnership”), entered into the Seventh 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 modifications to the Credit Agreement effected by the Amendment included, among other things, (i) an amendment to a certain definition related to the calculation of certain financial covenants, and (ii) a modification to the “accordion” feature of the Credit Agreement to allow the Company, through the Operating Partnership, under certain circumstances, to increase the commitments under the Credit Agreement by up to $1.3 billion.

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, including the previously announced Sixth Amendment to Credit Agreement, which was filed with the SEC as an Exhibit to the Company’s Quarterly Report on Form 10-Q on November 7, 2013. The Company will file the Amendment as an exhibit to its next Annual Report on Form 10-K.

Item 8.01. Other Events.

On December 4, 2013, the Company issued a press release announcing the launch of (i) a $150 million offering of 3.00% Convertible Senior Notes due in 2018 pursuant to a reopening of its existing series of such notes and (ii) a $225 million offering of its Convertible Senior Notes due in 2020, in separate underwritten offerings, which press release 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 December 4, 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: December 4, 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 a Reopening of $150 Million of its 3.00% Convertible Senior Notes due 2018 and an Offering of $225 Million of its Convertible Senior Notes due 2020

New York, New York, December 4, 2013 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) announced today that it plans to offer (i) $150 million of its 3.00% Convertible Senior Notes due in 2018 (“2018 Notes”) pursuant to a reopening of its existing series of such notes and (ii) $225 million of its Convertible Senior Notes due in 2020 (“2020 Notes”) in separate underwritten public offerings. Neither of the offerings is contingent upon the consummation of the other offering.

The 2018 Notes will mature on August 1, 2018. The 2018 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 $22.5 million of additional 2018 Notes, solely to cover over-allotments, if any. 

The 2020 Notes will mature on December 15, 2020. The 2020 Notes may be converted into cash, common stock or a combination thereof in limited circumstances prior to June 15, 2020 and may be converted at any time into such consideration on or after June 15, 2020. Additionally, ARCP intends to grant the underwriters a 30-day option to purchase up to an additional $33.75 million of additional 2020 Notes, solely to cover over-allotments, if any. 

ARCP intends to use the net proceeds of the offerings (a) to repay outstanding indebtedness under its existing credit facility (which will increase the availability of funds under such credit facility) and (b) for other general corporate purposes.

Barclays, Citigroup, Credit Suisse, Morgan Stanley and Wells Fargo Securities will act as joint bookrunners for this offering. Capital One Securities and JMP Securities will act as co-managers for this offering.

The 2018 Notes and the 2020 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 applicable preliminary prospectus supplement and the accompanying base prospectus related to the 2018 Notes and the 2020 Notes may be obtained, once filed, from either Barclays , c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 1+ (888) 603-5847, or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 1+ (800) 831-9146.

About ARCP

ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market, 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.

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)