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

January 3, 2014
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	(Commission File Number)	(IRS Employer
incorporation)		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:

ý 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.

Contribution and Exchange Agreement

Pursuant to a letter agreement entered into on July 1, 2013 (the “Letter Agreement”) in connection with the Merger Agreement (as defined below), (i) it was acknowledged that the Merger (as defined below) constitutes an “investment liquidity event,” which entitles American Realty Capital Trust IV Special Limited Partner, LLC (the “Special Limited Partner”), a Delaware limited liability company and the holder of the special limited partner interest (the “SLP Interest”) in American Realty Capital Operating Partnership IV, L.P., a Delaware limited partnership and the operating partnership of ARCT IV (as defined below) (“ARCT IV Operating Partnership”), to receive certain distributions from ARCT IV Operating Partnership including a subordinated distribution of net sales proceeds resulting from an “investment liquidity event” (as defined in the agreement of limited partnership of ARCT IV Operating Partnership) and (ii) the Special Limited Partner elected to contribute its SLP Interest to ARCT IV Operating Partnership pursuant to a contribution agreement to be entered into in exchange for the number of operating partnership units in ARCT IV Operating Partnership determined in accordance with the Letter Agreement. The Special Limited Partner is an affiliate of AR Capital, LLC, a Delaware limited liability company (“ARC”).

In order to implement the Letter Agreement, on January 3, 2014, ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of ARCP (as defined below) (“ARCP Operating Partnership”), entered into a Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”) with the Special Limited Partner, ARC Real Estate Partners, LLC, a Delaware limited liability company (“AREP”), and ARCT IV Operating Partnership. Under the Letter Agreement, in connection with management’s successful attainment of the 6% performance hurdle and the return to ARCT IV’s stockholders of approximately $358.3 million in addition to their initial investment (determined based on the value of the merger consideration per share of ARCT IV common stock of (i) $9.00 in cash; (ii) 0.5190 of a share of ARCP common stock (valued at $6.70 using the ARCP closing price of $12.91 on the trading day of the Merger and representing 21.9% of the total nominal consideration); and (iii) 0.5937 of a share of ARCP’s Series F Preferred Stock (as defined below) (NASDAQ: ARCPP) (valued at $14.84 based on liquidation preference of $25.00 per share of perpetual preferred stock and representing 48.6% of the total nominal consideration), for a fixed nominal consideration, as of January 3, 2014, of $30.54), the Special Limited Partner was entitled to receive a subordinated distribution of net sales proceeds from ARCT IV Operating Partnership in an amount equal to approximately $63.2 million (the “Subordinated Distribution Amount”). Pursuant to the Contribution and Exchange Agreement, (i) the Special Limited Partner contributed its SLP Interest (with a value equal to the Subordinated Distribution Amount) to ARCT IV Operating Partnership in exchange for an amount of common units of equity ownership of ARCT IV Operating Partnership equivalent to 6,734,148 common units of equity ownership of ARCP Operating Partnership, which were automatically converted into such ARCP Operating Partnership common units upon consummation of the Partnership Merger (as defined below), and (ii) AREP contributed $750,000 in cash to ARCT IV Operating Partnership, effective prior to the consummation of the Merger and Partnership Merger, in exchange for an amount of common units of equity ownership of ARCT IV Operating Partnership equivalent to 79,872 common units of equity ownership of ARCP Operating Partnership, which were automatically converted into such ARCP Operating Partnership common units upon consummation of the Partnership Merger.

This summary description of the material terms of the Contribution and Exchange Agreement is qualified in its entirety by the Contribution and Exchange Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 3, 2014, American Realty Capital Properties, Inc., a Maryland corporation (“ARCP”), completed its acquisition (the “Merger”) of American Realty Capital Trust IV, Inc., a Maryland corporation (“ARCT IV”), pursuant to that certain Agreement and Plan of Merger, dated as of July 1, 2013 (as amended on October 6, 2013 and October 11, 2013, the “Merger Agreement”), by and among ARCP, ARCT IV, ARCP Operating Partnership, Thunder Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of ARCP Operating Partnership (“Merger Sub”), and ARCT IV Operating Partnership, pursuant to which ARCT IV merged with and into Merger Sub. In addition, pursuant to the Merger Agreement, ARCT IV Operating Partnership completed its merger (the “Partnership Merger”) with and into ARCP Operating Partnership, with ARCP Operating Partnership being the surviving entity.

The Merger became effective upon the filing of the Articles of Merger with the State Department of Assessments and Taxation of Maryland (the “Maryland SDAT”) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware with an effective date of January 3, 2014 (the “Effective Time”). The Partnership Merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware with an effective date of January 3, 2014.

In connection with the consummation of the Merger, each share of common stock, par value $0.01 per share, of ARCT IV issued and outstanding immediately prior to the Effective Time, was converted into the right to receive: (i) $9.00 in cash (“Cash Consideration”); (ii) 0.5190 of a share of common stock, par value $0.01 per share, of ARCP (“Stock Consideration”); and (iii) 0.5937 of a share of Series F Preferred Stock (collectively with the Cash Consideration and Stock Consideration, the “Merger Consideration”).

In connection with the consummation of the Partnership Merger, each outstanding unit of equity ownership of ARCT IV Operating Partnership, other than Class B Units, was converted into the right to receive: (i) the Cash Consideration, (ii) 0.5190 of a unit of equity ownership of ARCP Operating Partnership; and (iii) 0.5937 of a preferred unit of equity ownership of ARCP Operating Partnership. Each Class B Unit of ARCT IV Operating Partnership was converted into the right to receive 2.3961 Class B Units of ARCP Operating Partnership.

In addition, as provided in the Merger Agreement, immediately prior to the Effective Time, the vesting of certain shares of ARCT IV restricted stock was accelerated, and each such share was entitled to receive the Merger Consideration.

The description of the Merger Agreement contained in this Current Report on Form 8-K (including the description of the Merger Consideration) is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by ARCP on July 2, 2013, as amended by the First Amendment to the Merger Agreement dated October 6, 2013, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by ARCP on October 7, 2013, and the Second Amendment to the Merger Agreement dated October 11, 2013, a copy of which was filed as Annex E to the Definitive Proxy Statement/Prospectus filed by ARCP and ARCT IV on December 4, 2013.

ARCP and ARCT IV each were sponsored directly by ARC. American Realty Capital Advisors IV, LLC (the “ARCT IV Advisor”) is a Delaware limited liability company indirectly wholly owned by ARC and is ARCT IV’s external manager. ARC Properties Advisors, LLC (the “ARCP Manager”) is a Delaware limited liability company wholly owned by ARC and is ARCP’s external manager. ARC and its affiliates, including the ARCT IV Advisor and ARCP Manager, have provided investment, management and advisory services, as well as certain acquisition and debt capital services to ARCP and ARCT IV, as applicable. ARCP and ARCT IV paid management fees and certain other fees to, and reimbursed certain expenses of, the ARCT IV Advisor and ARCP Manager, respectively. Affiliates of ARC have also provided similar services for other ARC-sponsored REITs including, American Realty Capital New York Recovery REIT, Inc., Phillips Edison — ARC Shopping Center REIT, Inc., American Realty Capital — Retail Centers of America, Inc., American Realty Capital Healthcare Trust, Inc., American Realty Capital Daily Net Asset Value Trust, Inc., ARC Realty Finance Trust, Inc., American Realty Capital Global Trust, Inc., American Realty Capital Healthcare Trust II, Inc., American Realty Capital Trust V, Inc., Phillips Edison — ARC Grocery Center REIT II, Inc. and American Realty Capital Hospitality Trust, Inc. as well as Business Development Corporation of America, a business development company and American Energy Capital Partners, LP, a non-traded oil and gas limited partnership. Certain of the ARC-sponsored REITs have investment strategies substantially similar to those of ARCP, ARCT IV and the combined company.

Except as provided in Item 1.01 of this Current Report on Form 8-K under the caption “Contribution and Exchange Agreement,” the foregoing description of the material relationships between ARC and its affiliates and the parties to the agreements described in this Current Report on Form 8-K is qualified in its entirety by reference to the “The Merger – Interests of ARCP’s Directors and Executive Officers in the Merger,” “The Merger – Interests of ARCT IV’s Directors and Executive Officers in the Merger,” and “The Merger – Potential Conflicts” sections of the Definitive Proxy Statement/Prospectus filed by ARCP and ARCT IV on December 4, 2013, the relevant portions of which are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

Item 3.03. Material Modification to Rights of Securities Holders.

On January 2, 2014, ARCP filed the Articles Supplementary (the “Series F Articles Supplementary”) classifying and designating the 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share, of ARCP (the “Series F Preferred Stock”) with the Maryland State Department of Assessments and Taxation. Pursuant to the Series F Articles Supplementary, a copy of which is attached as Exhibit 3.8 to the Registration Statement on Form 8-A filed by ARCP on January 3, 2014 and is incorporated herein by reference, the Series F Preferred Stock is not redeemable by ARCP before the fifth anniversary of the date on which such Series F Preferred Stock is issued (the “Initial Redemption Date”), except under circumstances intended to preserve ARCP’s status as a real estate investment trust for federal and/or state income tax purposes and except as described below upon the occurrence of a change of control (as defined in the Series F Articles Supplementary). On and after the Initial Redemption Date, ARCP may, at its option, redeem shares of the Series F Preferred Stock, in whole or from time to time in part, at a redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for redemption. In addition, upon the occurrence of a change of control, ARCP may, at its option, redeem shares of the Series F Preferred Stock, in whole or in part, within 120 days after the first date on which such change of control occurred, at a redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for redemption. Upon the occurrence of a change of control after which neither ARCP nor the acquiring entity has a class of common securities listed on a national stock exchange, each holder of Series F Preferred Stock will have the right (unless, prior to the change of control conversion date (as defined in the Series F Articles Supplementary), ARCP has provided or provides notice of its election to redeem some or all of the shares of Series F Preferred Stock as provided in either of the two preceding sentences, in which case such holder will have the right only with respect to shares of Series F Preferred Stock that are not called for redemption) to convert some or all of the shares of Series F Preferred Stock into ARCP’s common stock (or, in specified circumstances, certain alternative consideration). The shares of Series F Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless ARCP redeems or otherwise repurchases them or they become convertible and are converted into common stock (or, if applicable, alternative consideration).

The Series F Preferred Stock will pay cumulative cash dividends at the rate of 6.70% per annum on its liquidation preference of $25.00 per share (equivalent to $0.08271 per share on a monthly basis). With respect to rights to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up, the Series F Preferred Stock ranks senior to all classes or series of ARCP common stock and to all other equity securities issued by ARCP other than equity securities referred to in (ii) and (iii) below, (ii) on a parity with Series D Cumulative Convertible Preferred Stock and Series E Cumulative Preferred Stock and (iii) junior to all equity securities issued by ARCP with terms specifically providing that such equity securities rank senior to the Series F Preferred Stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in Item 5.02 of the Current Report on Form 8-K filed by ARCP on October 22, 2013, on October 21, 2013, ARCP’s board of directors appointed William G. Stanley, 58, to serve as an independent director of ARCP, effective as of the closing of the Merger, for a term expiring upon the earlier of (i) the next annual meeting of ARCP’s stockholders and until his successor is duly executed and qualified and (ii) his death, removal or resignation. Mr. Stanley was appointed due to his extensive experience and in order to fill the vacancy created by the death of Dr. Walter P. Lomax, Jr. There are no related party transactions involving Mr. Stanley that are reportable under Item 404(a) of Regulation S-K.

Mr. Stanley will serve on ARCP’s audit committee, corporate governance and nominating committee and compensation committee. A description of Mr. Stanley’s background was contained in the Current Report on Form 8-K filed by ARCP on October 22, 2013, described above.

Item 7.01. Regulation FD Disclosure.

ARCP prepared a presentation containing pro forma information describing the combined company (including the pending acquisition of Cole Real Estate Investments, Inc. (“Cole”)) taking into account the closing of the acquisition of ARCT IV.

A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Such presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

Revolving Credit and Term Loan Commitments

On December 30, 2013, ARCP entered into a letter agreement with Barclays Bank PLC, or Barclays, Citigroup Global Markets Inc. and/or any of its affiliates, Credit Suisse AG, Cayman Islands Branch, Morgan Stanley Senior Funding, Inc. and Capital One, N.A., which we refer to together as the Commitment Parties, acknowledging that the Commitment Parties’ previously disclosed term loan commitments have been reduced by $220.0 million to an aggregate of $1,840.0 million. The reduction in the Commitment Parties’ term loan commitments resulted from the previously disclosed $720.0 million increase in the amount of revolving credit commitments available under ARCP’s existing credit facility.

In addition, the letter agreement with the Commitment Parties clarifies that any additional increase in the amount of revolving credit commitments under its existing credit facility will further reduce the Commitment Parties’ term loan commitments on a dollar-for-dollar basis.

Press Release

On January 3, 2014, ARCP issued a press release announcing the closing of its acquisition of ARCT IV, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference.

Investor Presentation 

On January 3, 2014, ARCP filed an investor presentation as described in Item 7.01 of this Current Report on Form 8-K.

Additional Information about Merger Between ARCP and Cole and Where to Find It

In connection with the proposed merger, ARCP and Cole filed a definitive joint proxy statement/prospectus with the U.S. Securities and Exchange Commission (“SEC”) on December 23, 2013 and commenced mailing the definitive joint proxy statement/prospectus and a form of proxy to the stockholders of ARCP and Cole. These materials are not a substitute for the definitive joint proxy statement/prospectus or the Registration Statement on Form S-4 (File No. 333-192106) that ARCP filed with the SEC in connection with the proposed merger with Cole. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) REGARDING THE PROPOSED MERGER, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THE JOINT PROXY STATEMENT/ PROSPECTUS AND SUCH OTHER DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCP, COLE AND THE PROPOSED MERGER. The definitive joint proxy statement/prospectus contains additional detail concerning the benefits of the proposed merger, the risks associated therewith and conflicts of interest.

Investors and stockholders of ARCP and Cole may obtain free copies of the definitive joint proxy statement/prospectus and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Copies of the documents filed by ARCP with the SEC are also available on ARCP’s website at http://www.arcpreit.com, and copies of the documents filed by Cole with the SEC are available on Cole’s website at www.colereit.com.

Participants in Solicitation relating to the Merger Between ARCP and Cole

ARCP, Cole, ARC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ARCP’s and Cole’s stockholders in respect of the proposed Cole merger. Information regarding ARCP’s directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on April 30, 2013. Information regarding Cole’s directors and executive officers can be found in Cole’s definitive proxy statement filed with the SEC on April 11, 2013. Additional information regarding the interests of such potential participants is included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Cole merger. These documents are available free of charge on the SEC’s website and from ARCP or Cole, as applicable, using the sources indicated above.

Forward-Looking Statements

Information set forth herein (including information included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect ARCP’s and Cole’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, whether and when the transactions contemplated by any of the merger agreements will be consummated, the combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and estimates of growth, including funds from operations and adjusted funds from operations and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Cole merger agreement; (2) the inability to obtain regulatory approvals for the Cole merger transaction and the approval by ARCP’s stockholders of the issuance of ARCP common stock in connection with the Cole merger and the approval by Cole’s stockholders of the Cole merger; (3) risks related to disruption of management’s attention from the ongoing business operations due to the proposed Cole merger; (4) the effect of the announcement of the proposed Cole merger on ARCP’s or Cole’s relationships with their respective customers, tenants, lenders, operating results and businesses generally; (5) the outcome of any legal proceedings relating to any of the Cole merger or merger agreement; (6) risks to consummation of the Cole merger, including the risk that the merger will not be consummated within the expected time period or at all; and (7) ARCP’s inability to timely achieve the benefits associated with becoming a self-managed real estate company. Additional factors that may affect future results are contained in ARCP’s and Cole’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. ARCP and Cole disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
3.8	Articles Supplementary for the 6.70% Series F Cumulative Redeemable Preferred Stock, filed January 2, 2014(1)
10.1*	Contribution and Exchange Agreement, dated as of January 3, 2014, among ARCP Operating Partnership, the Special Limited Partner, AREP and ARCT IV Operating Partnership.
99.1*	“The Merger – Interests of ARCP’s Directors and Executive Officers in the Merger,” “The Merger – Interests of ARCT IV’s Directors and Executive Officers in the Merger,” and “The Merger – Potential Conflicts” sections of the Definitive Proxy Statement/Prospectus filed by ARCP and ARCT IV on December 4, 2013.
99.2*	Investor Presentation dated January 3, 2014.
99.3*	Press Release dated January 3, 2014.

^* Filed herewith.

⁽¹⁾ Filed as Exhibit 3.8 to ARCP's Form 8-A, filed on January 3, 2014 and incorporated herein by reference.

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: January 3, 2014	By:	/s/ Nicholas S. Schorsch
		Name:  Nicholas S. Schorsch
		Title:  Chief Executive Officer and Chairman of the Board of Directors

EX-10.1

CONTRIBUTION AND EXCHANGE AGREEMENT

This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of January 3, 2014, by and between American Realty Capital Operating Partnership IV, L.P., a Delaware limited partnership (the “Operating Partnership”), American Realty Capital Trust IV Special Limited Partner, LLC, a Delaware limited liability company (the “Special Limited Partner”), ARC Real Estate Partners, LLC, a Delaware limited liability company (“AREP”) and ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Parent OP”).

WHEREAS, the Operating Partnership is the operating subsidiary of American Realty Capital Trust IV, Inc., a Maryland corporation (the “REIT”), and the REIT is the sole general partner thereof.

WHEREAS, the Special Limited Partner is a limited partner of the Operating Partnership and owns all of the “Special Limited Partner Interest” in the Operating Partnership (the “SLP Interest”).

WHEREAS, ownership of the SLP Interest entitles the Special Limited Partner to receive certain distributions from the Operating Partnership, including a subordinated distribution of net sales proceeds (“Subordinated Distribution”) resulting from an “Investment Liquidity Event” (as defined in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of November 12, 2012, and as amended up to but not including the date hereof (the “Partnership Agreement”)) (an “Investment Liquidity Event”).

WHEREAS, the Operating Partnership and the REIT are parties to that certain Agreement and Plan of Merger, dated as of July 1, 2013, by and among the Operating Partnership, the REIT, American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), the Parent OP, which is the operating partnership of Parent, and Thunder Acquisition, LLC, a Delaware limited liability company wholly-owned by the Parent OP (“Merger Sub”), as amended by the First Amendment to Agreement and Plan of Merger, dated as of October 6, 2013, and the Second Amendment to Agreement and Plan of Merger, dated as of October 11, 2013 (the “Merger Agreement”) pursuant to which (x) the REIT will merge with and into Merger Sub, with Merger Sub being the surviving entity, and (y) the Operating Partnership will merge with and into the Parent OP, with the Parent OP being the surviving entity (the “Merged OP” and the mergers, collectively, the “Mergers”).

WHEREAS, the Mergers constitute an Investment Liquidity Event, as a result of which the Special Limited Partner will be entitled to receive a Subordinated Distribution in respect of the SLP Interest in an amount equal to $63,235,388 (the “Subordinated Distribution Amount”).

WHEREAS, in order to induce the parties to the Merger Agreement to enter into the Merger Agreement, the Operating Partnership and the Special Limited Partner, pursuant to a side letter, dated as of July 1, 2013, between the REIT, the Operating Partnership, the Special Limited Partner, American Realty Capital Advisors IV, LLC (the “Advisor”), American Realty Capital Properties IV, LLC, Parent, the Parent OP and Merger Sub (the “Side Letter”), agreed that, in accordance with Section 8.7(b) of the Partnership Agreement, the Special Limited Partner would contribute its SLP Interest to the Operating Partnership in exchange for a number of OP Units in the Operating Partnership (“OP Units”) calculated in accordance with Section 8.7(b) of the Partnership Agreement, which calculation is to be based on the Subordinated Distribution Amount (the “Exchange”).

WHEREAS, the Advisor elected, pursuant to Section 5 of the Side Letter, to make a capital contribution to the Operating Partnership in an amount, and for a number of OP Units, to be agreed to in good faith by the REIT, the Operating Partnership and the Advisor, and AREP, an entity affiliated with the Special Limited Partner and the Advisor, desires to make the capital contribution referred to in the Side Letter with such contribution effective prior to the consummation of the Mergers.

WHEREAS, in connection with the consummation of the Mergers, the parties hereto desire to consummate the Exchange in accordance with the terms set forth below.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.
CONTRIBUTION AND EXCHANGE

Section 1.1. CONTRIBUTION TRANSACTIONS. The Special Limited Partner hereby agrees to assign, set over, and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all pledges, claims, liens, charges, restrictions, exceptions, reservations, covenants and conditions, encumbrances and security interests of any kind or nature whatsoever (“Liens”), all of its right, title and interest in and to the SLP Interest in exchange for the consideration set forth in Section 1.2(a), and the Operating Partnership hereby agrees to redeem the SLP Interest. Additionally, AREP hereby agrees to contribute $750,000.00 in cash (the “Cash Consideration”) in exchange for the consideration set forth in Section 1.2(b) with such contribution effective prior to the consummation of the Mergers.

Section 1.2. CONSIDERATION.

(a) The Special Limited Partner hereby irrevocably agrees to accept, in exchange for the SLP Interest, an amount of OP Units equivalent to 6,734,148 “OP Units” of the Parent OP in accordance with the Merger Agreement.

(b) AREP hereby irrevocably agrees to accept, in exchange for the Cash Consideration, an amount of OP Units equivalent to 79,872 “OP Units” of the Parent OP, with an aggregate value equivalent to the Cash Consideration, in accordance with the Merger Agreement.

Section 1.3. ISSUANCE OF OP UNITS. The Operating Partnership shall, in exchange for the SLP Interest contributed by the Special Limited Partner and the Cash Consideration contributed by AREP, issue (i) to the Special Limited Partner an amount of OP Units equivalent to 6,734,148 “OP Units” of the Parent OP in accordance with the Merger Agreement and (ii) to AREP an amount of OP Units equivalent to 79,872 “OP Units” of the Parent OP, with an aggregate value equivalent to the Cash Consideration, in accordance with the Merger Agreement. No fractional OP Units shall be issued pursuant to this Agreement. If the formula for calculating the number of OP Units issuable pursuant to this Agreement would require the issuance of a fractional OP Unit, the number of OP Units which the Special Limited Partner or AREP shall be entitled to receive, as applicable, shall be rounded to the nearest whole number. The Operating Partnership shall revise the Partnership Agreement to reflect the ownership of such OP Units by the Special Limited Partner and AREP. Immediately thereafter, upon the consummation of the Mergers, the OP Units will be converted into “OP Units” of the Parent OP in accordance with the Merger Agreement.

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Section 1.4. TAX TREATMENT OF THE EXCHANGE. The parties hereto intend and agree to treat, for U.S. federal income tax purposes, the contributions of the SLP Interest and the Cash Consideration in exchange for OP Units effectuated pursuant to this Agreement as contributions to a partnership pursuant to Section 721 of the Internal Revenue Code of 1986, as amended, and no party shall maintain any position to the contrary on any tax return or otherwise. Furthermore, the parties hereto intend and agree that (a) consistent with the definition of “Gross Asset Value” contained in the Partnership Agreement, the contribution by AREP of the Cash Consideration in exchange for OP Units pursuant to the terms of this Agreement is a “book-up” event pursuant to which the Gross Asset Value of the Operating Partnership’s assets should be adjusted to reflect the relative economic interests of the Partners, and that such adjustment in Gross Asset Value of the Operating Partnership’s assets shall result in a corresponding adjustment, if any, to the Capital Accounts of the Partners including, for the avoidance of doubt, the Capital Account of the Special Limited Partner and the holder of Class B Units and (b) such booked-up Capital Accounts of the Partners will be reflected in the books and records of the Merged OP.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SPECIAL LIMITED PARTNER

The Special Limited Partner hereby represents, warrants and agrees with the Operating Partnership, AREP and the Parent OP that:

Section 2.1. ORGANIZATION; AUTHORITY. The Special Limited Partner is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Special Limited Partner has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the financial condition or results of operations of the Special Limited Partner.

Section 2.2. DUE AUTHORIZATION. The execution, delivery and performance of this Agreement by the Special Limited Partner has been duly and validly authorized by all necessary action of the Special Limited Partner. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of the Special Limited Partner pursuant to this Agreement constitute, or when executed and delivered will constitute, the legal, valid and binding obligation of the Special Limited Partner, each enforceable against the Special Limited Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

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Section 2.3. OWNERSHIP OF SLP INTEREST. The Special Limited Partner is the record owner of the SLP Interest and has the power and authority to transfer, assign and convey to the Operating Partnership the SLP Interest free and clear of any Liens. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (i) relating to the SLP Interest or (ii) to purchase, transfer or otherwise acquire, or in any way encumber, any of the interests which comprise the SLP Interest or any securities or obligations of any kind convertible into any of the interests which comprise the SLP Interest.

Section 2.4. CONSENTS AND APPROVALS. Except as shall have been satisfied on or prior to the Closing Date, no consent, waiver, approval or authorization of, or filing with, any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other entity, or a government or agency or political subdivision thereof (each, a “Person”) or governmental authority or under any applicable laws is required to be obtained by the Special Limited Partner in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 2.5. NO VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby or thereby does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under or give to others any right of termination, acceleration, cancellation or other right under (a) any agreement, document or instrument to which the Special Limited Partner is a party or by which the Special Limited Partner or the SLP Interest is bound, (b) any term or provision of any judgment, order, writ, injunction, or decree binding on the Special Limited Partner, or (c) any provisions of the organizational or other formation or governing documents or agreements of the Special Limited Partner.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP

The Operating Partnership hereby represents, warrants and agrees with the Special Limited Partner, AREP and the Parent OP as follows:

Section 3.1. ORGANIZATION; AUTHORITY. The Operating Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. The Operating Partnership has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the financial condition or results of operations of the Operating Partnership.

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Section 3.2. DUE AUTHORIZATION. The execution, delivery and performance of this Agreement by the Operating Partnership have been duly and validly authorized by all necessary action of the Operating Partnership. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of the Operating Partnership pursuant to this Agreement constitute, or when executed and delivered will constitute, the legal, valid and binding obligation of the Operating Partnership, each enforceable against the Operating Partnership in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

Section 3.3. CONSENTS AND APPROVALS. No consent, waiver, approval or authorization of, or filing with, any Person or governmental authority or under any applicable laws is required to be obtained by the Operating Partnership in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 3.4. NO VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under (a) the organizational documents of the Operating Partnership, (b) any term or provision of any judgment, order, writ, injunction, or decree binding on the Operating Partnership, or (c) any other material agreement to which the Operating Partnership is a party.

Section 3.5. VALIDITY OF OP UNITS. The issuance of the OP Units to the Special Limited Partner and AREP pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued by the Operating Partnership, free and clear of all Liens (other than Liens created by the Partnership Agreement).

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF AREP

AREP hereby represents, warrants and agrees with the Special Limited Partner, the Operating Partnership and the Parent OP as follows:

Section 4.1. ORGANIZATION; AUTHORITY. AREP is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. AREP has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the financial condition or results of operations of the AREP.

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Section 4.2. DUE AUTHORIZATION. The execution, delivery and performance of this Agreement by AREP have been duly and validly authorized by all necessary action of the AREP. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of AREP pursuant to this Agreement constitute, or when executed and delivered will constitute, the legal, valid and binding obligation of AREP, each enforceable against the AREP in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

Section 4.3. CONSENTS AND APPROVALS. No consent, waiver, approval or authorization of, or filing with, any Person or governmental authority or under any applicable laws is required to be obtained by AREP in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 4.4. NO VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under (a) the organizational documents of AREP, (b) any term or provision of any judgment, order, writ, injunction, or decree binding on AREP, or (c) any other material agreement to which AREP is a party.

ARTICLE V.
GENERAL PROVISIONS

Section 5.1. DEFINITIONS. Capitalized terms used herein that are not otherwise defined herein shall have the meaning ascribed to them in the Partnership Agreement.

Section 5.2. COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to each other party.

Section 5.3. ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES. This Agreement, including, without limitation, the exhibits and schedules hereto, constitute the entire agreement and supersede each prior agreement and understanding, whether written or oral, among the parties regarding the subject matter of this Agreement. This Agreement is not intended to confer any rights or remedies on any Person other than the parties hereto.

Section 5.4. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 5.5. ASSIGNMENT. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (including by operation of law) by either party without the prior written consent of the other party and any attempted assignment without such consent shall be null and void and of no force and effect.

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JURISDICTION. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in Borough of Manhattan, City of New York, State of New York, with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

Section 5.6. SEVERABILITY. Each provision of this Agreement will be interpreted so as to be effective and valid under applicable law, but if any provision is held invalid, illegal or unenforceable under applicable law in any jurisdiction, then such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been included herein.

Section 5.7. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 5.8. NO PERSONAL LIABILITY CONFERRED. This Agreement shall not create or permit any personal liability or obligation on the part of any officer, director, partner, member, employee or shareholder of the parties hereto.

Section 5.9. FURTHER ASSURANCES. Each of the parties shall, without further consideration, take such action and execute and deliver such documents as may be necessary to carry out this Agreement.

Section 5.10. AMENDMENTS. This Agreement may be amended, supplemented or otherwise modified only by written instrument signed by all the parties hereto.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized officers or representatives as of the date first written above.

AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP IV, L.P.

By: AMERICAN REALTY CAPITAL TRUST IV, INC., Its general partner

By: /s/Nicholas S. Schorsch_____________________
Name: Nicholas S. Schorsch
Title: Chief Executive Officer

AMERICAN REALTY CAPITAL TRUST IV SPECIAL LIMITED PARTNER, LLC

By: AR CAPITAL, LLC,
Its managing member

By: /s/ Brian S. Block
Name: Brian S. Block
Title: Authorized Signatory

ARC REAL ESTATE PARTNERS, LLC

By:

By: /s/Nicholas S. Schorsch___________________
Name: Nicholas S. Schorsch
Title: Manager

ACKNOWLEDGED AND AGREED:

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.

By: AMERICAN REALTY CAPITAL PROPERTIES, INC.,
Its general partner

By: /s/Nicholas S. Schorsch________________
Name: Nicholas S. Schorsch
Title: Chief Executive Officer

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EX-99.1

Exhibit 99.1

Set forth below are the “The Merger – Interests of ARCP’s Directors and Executive Officers in the Merger,” “The Merger – Interests of ARCT IV’s Directors and Executive Officers in the Merger,” and “The Merger – Potential Conflicts” sections of the Definitive Proxy Statement/Prospectus filed by American Realty Capital Properties, Inc. (“ARCP”) and American Realty Capital Trust IV, Inc. (“ARCT IV”) with the Securities and Exchange Commission on December 4, 2013 (the “Definitive Proxy Statement”). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement. All section references and page numbers are to the Definitive Proxy Statement.

Interests of ARCP’s Directors and Executive Officers in the Merger

Executive officers and directors of ARCP have certain interests in the merger that may be different from, or in addition to, the interests of ARCP stockholders generally. These interests may create potential conflicts of interest. The ARCP Board was aware of those interests and considered them, among other matters, in reaching its decision to approve the merger agreement and the transactions contemplated thereby. These interests include the following:

Asset Purchase and Sale Agreement

On July 1, 2013, ARCP, in its capacity as the general partner of the ARCP OP, entered into the Asset Purchase Agreement with the ARCT IV Advisor, pursuant to which the ARCT IV Advisor has agreed to sell to the ARCP OP certain furniture, fixtures, equipment and other assets, which we refer to as the purchased assets, used by the ARCT IV Advisor in connection with managing the property-level business and operations of ARCT IV and the ARCT IV OP, and the ARCP OP agreed to purchase the purchased assets and reimburse the ARCT IV Advisor for certain costs and expenses related thereto.

Pursuant to the Asset Purchase and Sale Agreement, the ARCP IV Advisor will sell the purchased assets to the ARCP OP at the cost of such assets, for an aggregate purchase price of $5.8 million, which includes reimbursement of certain costs and expenses incurred by the ARCT IV Advisor. The ARCT IV Advisor has agreed, subject to certain conditions, to indemnify the ARCP OP and its affiliates, together with their respective stockholders, members, partners, managers, officers, directors, employees, representatives, controlling persons, counsel, agents against certain liabilities in connection with the Asset Purchase and Sale Agreement.

ARCP Letter Agreement

In connection with the merger, on July 1, 2013, ARCP entered into the ARCP letter agreement with RCS Advisory Services, RC Securities and ANST, pursuant to which ARCP retained each of RCS Advisory Services, RC Securities and ANST to act as non-exclusive advisor and information agent, respectively, to ARCP in connection with the merger and the related proxy solicitation seeking approval of the merger by ARCP’s stockholders. The term of the ARCP letter agreement will automatically expire upon the earlier to occur of (i) July 1, 2014 and (ii) the consummation of the merger and the services described in the ARCP letter agreement; provided, however, that ARCP only (and not RCS Advisory Services, RC Securities or ANST) may terminate the ARCP letter agreement prior to the end of the term (except for certain surviving provisions), with or without cause, by giving RCS Advisory Services, RC Securities and ANST at least five days’ prior written notice thereof.

Pursuant to the ARCP letter agreement, ARCP will pay to RCS Advisory Services, RC Securities and ANST an aggregate amount of $640,000 in consideration for the services provided under the ARCP letter agreement and such fee will be payable upon the consummation of the merger; provided that if the merger is not consummated, ARCP will continue to be responsible for the payment of such fee. Additionally, ARCP will reimburse, irrespective of whether the merger is consummated, each of RCS Advisory Services, RC Securities and ANST for reasonable and actually incurred direct out-of-pocket expenses of RCS Advisory Services, RC Securities or ANST (including actually incurred reasonable legal fees in respect of any legal services incurred at the specific written request of ARCP) and for reasonable and actually incurred direct out-of-pocket expenses of third-party vendors, to the extent such vendors have been approved in writing by ARCP, incurred by RCS Advisory Services, RC Securities and ANST, as the case may be, in connection with the merger. RC Securities shall not mark-up any of such expenses and, to the extent any such expenses (i.e., travel and lodging) are incurred on behalf of ARCP and some other party unrelated to ARCP, RCS Advisory Services, RC Securities and ANST shall apportion such expenses in good faith, in a reasonable manner and advise ARCP thereof. At its sole discretion, ARCP may also directly pay any expenses of third party vendors. ARCP has agreed, subject to certain conditions, to indemnify RCS Advisory Services, RC Securities and ANST, together with their respective officers, directors, shareholders, employees, agents, and other controlling persons, against certain liabilities in connection with the ARCP letter agreement. Each of RCS Advisory Services, RC Securities and ANST is an entity directly or indirectly under common control with ARC.

ARCP Investment Banking Services Agreement

In connection with the merger, on June 13, 2013, ARCP entered into the RC Securities letter agreement, with RC Securities, pursuant to which the investment banking and capital markets division of RC Securities agreed to act as financial advisor to ARCP in connection with the merger. In connection with the RC Securities letter agreement and the services provided by RC Securities thereunder, ARCP will pay to RC Securities an amount equal to 0.25% of the sum of the total Transaction Value (as defined in the RC Securities letter agreement) of the merger and such fee will be payable upon the consummation of the merger. When referring to the “Transaction Value,” we mean the sum of (i) the value of the merger consideration, (ii) the aggregate value of any debt, capital lease and preferred equity security obligations assumed, retired, cancelled or defeased in connection with the merger and (iii) the amount of any fees and expenses paid. ARCP will also reimburse RC Securities for reasonable out-of-pocket expenses arising in connection with the merger.

The ARCP Investment Banking Services Agreement may be terminated by ARCP or RC Securities at any time with or without cause upon receipt of written notice. In the event that the ARCP Investment Banking Services Agreement is terminated, RC Securities will be entitled to the above-mentioned fee then due and payable and any expenses incurred prior to such termination if the merger is consummated at any time prior to the earlier of (i) the date on which RC Securities resigns its engagement or is terminated for cause and (ii) 18 months from the date of any other termination of the RC Securities letter agreement by ARCP.

As of the date of the filing of the Definitive Proxy Statement, the following fees and expense reimbursements are payable to ARC and its affiliates in connection with the merger:

Entity	Description	Amount
ARC Properties Operating Partnership, L.P.	Sale of certain furniture, fixtures, equipment and other assets and reimbursement of certain costs, pursuant to the Asset Purchase and Sale Agreement, the parties to which are the ARCP OP and the ARCT IV Advisor.	$5,800,000
Realty Capital Securities, LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC	Retention as non-exclusive advisor and information agent, respectively, to ARCP in connection with the merger pursuant to the ARCP Letter Agreement, the parties to which are ARCP, RCS Advisory Services, RC Securities and ANST.	$  640,000
Realty Capital Securities, LLC	Provision of financial advisory and strategic services to ARCP prior to the consummation of the merger pursuant to the ARCP Investment Banking Services Agreement, the parties to which are ARCP and RC Securities.	0.25% of the transaction value of the merger

Interests of ARCT IV’s Directors and Executive Officers in the Merger

In considering the recommendation of the ARCT IV Board to approve the merger and the other transactions contemplated by the merger agreement, ARCT IV stockholders should be aware that executive officers and directors of ARCT IV have certain interests in the merger that may be different from, or in addition to, the interests of ARCT IV stockholders generally. These interests may create potential conflicts of interest. The ARCT IV Board was aware of those interests and considered them, among other matters, in reaching its decision to approve the merger agreement and the transactions contemplated thereby. These interests include the following:

ARCT IV Investment Banking Services Agreement

On May 17, 2013, ARCT IV entered into the RCS Capital letter agreement with RC Securities, pursuant to which the investment banking and capital markets division of RC Securities agreed to act as financial advisor to ARCT IV in connection with either (i) a possible sale transaction involving ARCT IV, (ii) the possible listing of ARCT IV’s securities and (iii) a possible acquisition involving ARCT IV, which we refer to collectively as ARCT IV strategic alternatives. In connection with the RC Securities letter agreement and the services provided by RC Securities thereunder, ARCT IV will pay RCS Capital an amount equal to 0.25% of the Transaction Value (as defined in the RCS Capital letter agreement) of a sale transaction or acquisition and such fee will be payable upon the consummation of such sale transaction or acquisition, provided that such amount shall not be less than $2.5 million in the case of a sale transaction. When referring to the “Transaction Value,” we mean the sum of (i) the value of the merger consideration, (ii) the aggregate value of any debt, capital lease and preferred equity security obligations assumed, retired, cancelled or defeased in connection with the merger and (iii) the amount of any fees and expenses paid. ARCT IV will also reimburse RC Securities for reasonable out-of-pocket expenses arising in connection with the merger. The ARCT IV Investment Banking Services Agreement may be terminated by ARCT IV or RC Securities at any time with or without cause upon receipt of written notice. In the event that the ARCT IV Investment Banking Services Agreement is terminated, RC Securities will be entitled to the above-mentioned fee then due and payable and any expenses incurred prior to such termination if the merger is consummated at any time prior to the earlier of (i) the date on which RC Securities resigns its engagement or is terminated for cause and (ii) 18 months from the date of any other termination of the RC Securities letter agreement by ARCT IV.

ARCT IV Letter Agreement

In connection with the merger, on July 1, 2013, ARCT IV entered into the ARCT IV letter agreement with RCS Advisory Services, RC Securities and ANST, pursuant to which ARCT IV retained each of RCS Advisory Services, RC Securities and ANST to act as non-exclusive advisor and information agent, respectively, to ARCT IV in connection with the merger and the related proxy solicitation seeking approval of the merger by ARCT IV’s stockholders. The term of the ARCT IV letter agreement will automatically expire upon the earlier to occur of (i) July 1, 2014 and (ii) the consummation of the merger and the services described in the ARCT IV letter agreement; provided, however, that ARCT IV only (and not RCS Advisory Services, RC Securities or ANST) may terminate the ARCT IV letter agreement prior to the end of the term (except for certain surviving provisions), with or without cause, by giving RCS Advisory Services, RC Securities and ANST at least five days’ prior written notice thereof.

Pursuant to the ARCT IV letter agreement, ARCT IV will pay to RCS Advisory Services, RC Securities and ANST an aggregate amount of $750,000 in consideration for the services provided under the ARCT IV letter agreement and such fee will be payable upon the consummation of the merger; provided that if the merger is not consummated, ARCT IV will be responsible for the payment of such fee. Additionally, ARCT IV will reimburse, irrespective of whether the merger is consummated, each of RCS Advisory Services, RC Securities and ANST for reasonable and actually incurred direct out-of-pocket expenses of RCS Advisory Services, RC Securities or ANST (including actually incurred reasonable legal fees in respect of any legal services incurred at the specific written request of ARCT IV) and for reasonable and actually incurred direct out-of-pocket expenses of third-party vendors, to the extent such vendors have been approved in writing by ARCT IV, incurred by RCS Advisory Services, RC Securities and ANST, as the case may be, in connection with the merger. RC Securities shall not mark-up any of such expenses and, to the extent any such expenses (i.e., travel and lodging) are incurred on behalf of ARCT IV and some other party unrelated to ARCT IV, RCS Advisory Services, RC Securities and ANST shall apportion such expenses in good faith, in a reasonable manner and advise ARCT IV thereof. At its sole discretion, ARCT IV may also directly pay any expenses of third party vendors. ARCT IV has agreed, subject to certain conditions, to indemnify RCS Advisory Services, RC Securities and ANST, together with their respective officers, directors, shareholders, employees, agents, and other controlling persons, against certain liabilities in connection with the ARCT IV letter agreement. Each of RCS Advisory Services, RC Securities and ANST is an entity directly or indirectly under common control with ARC.

Legal Services Reimbursement Agreement

On July 1, 2013, ARCT IV and the ARCT IV OP entered into the Legal Services Reimbursement Agreement with ARC Advisory Services and RCS Advisory Services, pursuant to which ARCT IV, on its own behalf and, as general partner of the ARCT IV OP, on behalf of the ARCT IV OP, reaffirmed the retention of ARC Advisory Services, LLC and RCS Advisory Services for the performance of legal support services in connection with the merger agreement rendered prior to the date of the Legal Services Reimbursement Agreement. The Legal Services Reimbursement Agreement does not govern any legal support services (i) rendered by ARC Advisory Services or RCS Advisory Services from and after July 1, 2013 in connection with the merger agreement and its related transactions or (ii) not rendered in connection with the merger agreement and its related transactions, which, in each case, will be governed by the Transition Services Agreement. The Legal Services Reimbursement Agreement will expire on the earlier of (a) the closing date of the merger and (b) July 1, 2014, and thereafter it may be renewed from year to year by written consent of the parties thereto. Additionally, the Legal Services Reimbursement Agreement is terminable by any party thereto (upon determination of the majority of the ARCT IV independent directors) at any time upon 60 days’ prior written notice to the non-terminating parties.

Pursuant to the Legal Services Reimbursement Agreement, ARCT IV and the ARCT IV OP will pay to ARC Advisory Services and RCS Advisory Services an aggregate amount of $500,000 in consideration for the services provided under the Legal Services Reimbursement Agreement. Additionally, expenses of ARCT IV and the ARCT IV OP will be paid by the ARCT IV OP and ARCT IV and will not be borne by ARC Advisory Services or RCS Advisory Services unless any such expense constitutes or is part of a fee which ARC Advisory Service or RCS Advisory Services is otherwise receiving from ARCT IV or the ARCT IV OP. ARCT IV and the ARCT IV OP have agreed, subject to certain conditions, to indemnify ARC Advisory Services, RCS Advisory Services and its affiliates against certain liabilities in connection with the Legal Services Reimbursement Agreement and advance legal expenses and other costs incurred in connection therewith. Each of ARC Advisory Services and RCS Advisory Services is an entity under common control with ARC.

Transition Services Agreement

On July 1, 2013, ARCT IV and the ARCT IV OP entered into a certain Transition Services Agreement with ARC Advisory Services and RCS Advisory Services, pursuant to which each of ARC Advisory Services, RCS Advisory Services and ARCT IV, on its own behalf and, as general partner of the ARCT IV OP, on behalf of the ARCT IV OP, memorialized (i) RCS Advisory Services’ obligation to perform the following services: legal support related to the merger and ongoing legal support, marketing support and event coordination, and (ii) ARC Advisory Services’ obligation to perform the following services: accounting support, acquisition support, investor relations support, public relations support, human resources and administration, general human resources duties, payroll services, benefits services, insurance and risk management, information technology services, telecom and internet services and services relating to office supplies. The Transition Services Agreement does not govern any legal support services rendered in connection with the merger agreement and its related transactions prior to July 1, 2013, which will be governed by the Legal Services Reimbursement Agreement. The Transition Services Agreement will expire on the earlier of (i) the closing date of the merger and (ii) July 1, 2014, and thereafter it may be renewed from year to year by written consent of the parties thereto. Additionally, the Transition Services Agreement is terminable by any party thereto (upon determination of the majority of the independent directors of ARCT IV) at any time upon 60 days’ prior written notice to the non-terminating parties; provided, however, that, prior to the closing date of the merger, ARCT IV may elect to extend the term of the Transition Services Agreement on a monthly basis up to and including July 1, 2014.

Pursuant to the Transition Services Agreement, ARCT IV and the ARCT IV OP will pay to ARC Advisory Services and RCS Advisory Services an aggregate fee of $2.0 million in connection with providing the services contemplated by the Transition Services Agreement. Additionally, expenses of ARCT IV and the ARCT IV OP will be paid by the ARCT IV OP and ARCT IV and will not be borne by ARC Advisory Services or RCS Advisory Services unless any such expense constitutes or is part of a fee which ARC Advisory Services or RCS Advisory Services is otherwise receiving from ARCT IV or the ARCT IV OP. ARCT IV and the ARCT IV OP have agreed, subject to certain conditions, to indemnify ARC Advisory Services, RCS Advisory Services and their affiliates against certain liabilities in connection with the Transition Services Agreement and advance legal expenses and other costs incurred in connection therewith.

Each of RC Securities, RCS Advisory Services and ARC Advisory Services is an entity directly or indirectly under common control with ARC. Payments under the letter agreement, the Legal Services Reimbursement Agreement and the Transition Services Agreement represent gross income to the applicable affiliate of ARC, not net income distributable to the equity holders of such affiliate of ARC.

Conversion of Outstanding Shares Pursuant to the Merger

Shares of ARCT IV common stock owned by executive officers and directors of ARCT IV will be converted into the right to receive shares of ARCP common stock on the same terms and conditions as the other stockholders of ARCT IV. As of November 15, 2013, the executive officers and directors of ARCT IV beneficially owned, in the aggregate, 9,422 shares of ARCT IV common stock (including shares held by ARC), excluding shares of ARCT IV common stock issuable upon settlement of ARCT IV restricted stock awards granted under ARCT IV’s Employee and Director Incentive Restricted Share Plan, which we refer to as the ARCT IV Restricted Stock Plan. In respect of all of the shares of ARCT IV common stock beneficially owned by the executive officers and directors as of November 15, 2013 (other than shares of ARCT IV common stock issuable with respect to ARCT IV restricted stock), such executive officers and directors would receive an aggregate of $84,798, 4,890 shares of ARCP common stock, which based on the closing price of ARCP common stock on November 15, 2013 of $13.29, would have an aggregate value of approximately $64,988 and 5,594 shares of Series F Preferred Stock.

Treatment of ARCT IV Restricted Stock

Immediately prior to the effective time of the merger, each then outstanding share of ARCT IV restricted stock will fully vest (and ARCT IV will be entitled to deduct and withhold the number of shares of ARCT IV common stock otherwise deliverable upon such acceleration to satisfy any applicable withholding taxes, assuming a fair market value of a share of ARCT IV common stock equal to the closing price of ARCT IV common stock on the last completed trading day immediately prior to the consummation of the merger). All shares of ARCT IV common stock then outstanding as a result of the full vesting of shares of ARCT IV restricted stock, and the satisfaction of any applicable withholding taxes, will have the right to receive per share, (1) $9.00 in cash; (2) 0.5190 of a share, or the Common Exchange Ratio, of ARCP common stock; and (3) 0.5937 of a share, or the Preferred Exchange Ratio, of Series F Preferred Stock.

As a result of the transactions contemplated under the merger agreement, 8,000 shares of ARCT IV restricted stock held by ARCT IV’s directors would vest and would be convertible into $72,000, 4,152 shares of ARCP common stock, which based on the closing price of ARCP common stock on November 15, 2013 of $13.29, would have an aggregate value of approximately $55,180 and 4,750 shares of Series F Preferred Stock.

Section 16 Matters

Pursuant to the merger agreement, ARCT IV, ARCP and Merger Sub have each agreed to take all steps as may be necessary or appropriate to cause to be exempt under Rule 16b-3 under the Exchange Act any dispositions of shares of ARCT IV common stock (including derivative securities with respect to such shares) that are treated as dispositions under Rule 16b-3 and result from the transactions contemplated under the merger agreement by each officer or director of ARCT IV who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to ARCT IV.

Indemnification and Insurance

For a period of six years after the effective time of the merger, pursuant to the terms of the merger agreement and subject to certain limitations, the surviving entity will indemnify, defend and hold harmless among others, each officer and director of ARCT IV, for actions at or prior to the effective time of the merger, including with respect to the transactions contemplated by the merger agreement. In addition, pursuant to the terms of the merger agreement and subject to certain limitations, prior to the effective time of the merger, ARCT IV has agreed to (or, if ARCT IV is unable to, ARCP has agreed to cause the surviving entity in the merger to) obtain and pay for a non-cancelable extension of the coverage afforded by ARCT IV’s existing directors’ and officers’ liability insurance policies and ARCT IV’s existing fiduciary liability insurance policies covering at least six years after the effective time of the merger with respect to any claim related to any period or time at or prior to the effective time of the merger, and if ARCT IV or the surviving entity does not obtain a “tail” policy as of the effective time of the merger, the surviving entity will maintain in effect, for a period of at least six years after the effective time of the merger, ARCT IV’s existing policies in effect on July 1, 2013 on terms and limits of liability that are no less favorable in the aggregate than the coverage provided on that date. These interests are described in detail below at “The Merger Agreement — Covenants and Agreements — Indemnification of Directors and Officers; Insurance.”

Potential Conflicts

In addition to the conflicts discussed elsewhere in this proxy statement/prospectus, ARC and its affiliates, as the sponsor, directly or indirectly, of both ARCT IV and ARCP, have certain conflicts in connection with the merger. Such conflicts include the following:

• Pursuant to the ARCT IV Side Letter, the ARCT IV Advisory Agreement and the ARCT IV Property Management Agreement will be extended for a 60 day period following the closing date of the merger. During such time, each of the ARCT IV Advisor and the ARCT IV Property Manager may continue to receive certain fees pursuant to such agreements. See “Related Agreements” beginning on page 182.

• All of ARCT IV’s officers are officers of ARCP. Nicholas S. Schorsch, the chief executive officer and chairman of ARCT IV and ARCP, and Edward M. Weil, Jr., an officer and director of ARCP ARCT IV, each abstained from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement and the merger was unanimously approved by the ARCT IV independent directors. The ARCP Board following the merger will consist of directors who serve on the board of directors of certain other REITs and business development companies sponsored by ARC, including Business Development Corporation of America, Inc., American Realty Capital New York Recovery REIT, Inc., Phillips Edison — ARC Shopping Center REIT Inc., American Realty Capital — Retail Centers of America, Inc., American Realty Capital Healthcare Trust, Inc., American Realty Capital Daily Net Asset Value Trust, Inc., American Realty Capital Global Trust, Inc., ARC Realty Finance Trust, Inc., American Realty Capital Healthcare Trust II, Inc., American Realty Capital Trust V, Inc., Phillips Edison — ARC Grocery Center REIT II, Inc. and American Realty Capital Hospitality Trust, Inc.

• ARCT IV’s independent directors have served or currently serve as independent directors on the board of directors of certain other REITs and business development companies sponsored by ARC. William G. Stanley, who was appointed as the lead independent director of ARCT IV in January 2013, has served as an independent director of American Realty Capital New York Recovery REIT, Inc. since October 2009 and American Realty Capital — Retail Centers of America, Inc. since February 2011. Mr. Stanley will serve as an independent director of ARCP effective upon the closing of the merger. Mr. Stanley will serve on ARCP’s audit committee, nominating and corporate governance committee and compensation committee. Mr. Stanley also has served as an independent director of Business Development Corporation of America, Inc. since 2001 and American Realty Capital Trust, Inc. from January 2008 until American Realty Capital Trust, Inc. closed its merger with Realty Income Corporation in January 2013. Abby M. Wenzel was appointed as an independent director of ARCT IV in May 2012. Ms. Wenzel has also served as an independent director of American Realty Capital Global Trust, Inc. since March 2012 and was appointed as an independent director of American Realty Capital Hospitality Trust, Inc. in September 2013. Elizabeth K. Tuppeny was appointed as an independent director of ARCT IV in May 2012. Ms. Tuppeny has served as an independent director of ARC Realty Finance Trust, Inc. and American Realty Capital Healthcare Trust II, Inc. since January 2013.

• After the merger, ARC and its affiliates will continue to manage Business Development Corporation of America, Inc., American Realty Capital New York Recovery REIT, Inc., Phillips Edison —  ARC Shopping Center REIT Inc., American Realty Capital — Retail Centers of America, Inc., American Realty Capital Healthcare Trust, Inc., American Realty Capital Daily Net Asset Value Trust, Inc., American Realty Capital Global Trust, Inc., ARC Realty Finance Trust, Inc., American Realty Capital Healthcare Trust II, Inc., American Realty Capital Trust V, Inc., Phillips Edison — ARC Grocery Center REIT II, Inc. and American Realty Capital Hospitality Trust, Inc. Certain of these ARC-sponsored REITs have investment objectives substantially similar to those of the combined company and will receive fees for those services. Those entities may compete with the combined company for investment, tenant and financing opportunities.

• Proskauer Rose LLP has acted as legal counsel to each of ARCT IV and ARCP since inception and also represents the ARCT IV Advisor and the ARCP Manager, as well as ARC and the ARC-sponsored REITs.

EX-99.2

American Realty Capital Properties Activity Update January 3, 2014

2 Information set forth herein (including information included or incorporated by reference herein) contains “forward - looking statements” (as defined in Section 21 E of the Securities Exchange Act of 1934 , as amended), which reflect American Realty Capital Properties, Inc . ’s (“ARCP”), American Realty Capital Trust IV, Inc . ’s (“ARCT IV”) and Cole Real Estate Investments, Inc . ’s (“Cole”) expectations regarding future events . The forward - looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward - looking statements . Such forward - looking statements include, but are not limited to, whether and when the transactions contemplated by the Cole merger agreement will be consummated, the ability to incorporate ARCT IV’s portfolio into ARCP’s portfolio, the combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and estimates of growth, including funds from operations and adjusted funds from operations and other statements that are not historical facts . The following additional factors, among others, could cause actual results to differ from those set forth in the forward - looking statements : ( 1 ) the occurrence of any event, change or other circumstances that could give rise to the termination of the Cole merger agreement ; ( 2 ) the inability to incorporate the ARCT IV assets into the ARCP portfolio ; ( 3 ) the inability to obtain regulatory approvals for the Cole merger transaction and the approval by ARCP’s stockholders of the issuance of ARCP common stock in connection with the Cole merger and the approval by Cole’s stockholders of the Cole merger ; ( 4 ) risks related to disruption of management’s attention from the ongoing business operations due to the proposed Cole merger and closing of the ARCT IV merger ; ( 5 ) the effect of the announcement of the proposed Cole merger on ARCP’s or Cole’s relationships with their respective customers, tenants, lenders, operating results and businesses generally ; ( 6 ) the outcome of any legal proceedings relating to any of the mergers or the merger agreements ; ( 7 ) risks to consummation of the Cole merger, including the risk that the Cole merger will not be consummated within the expected time period or at all ; and ( 8 ) ARCP’s inability to timely achieve the benefits associated with becoming a self - managed real estate company . Additional factors that may affect future results are contained in ARCP’s, ARCT IV’s and Cole’s filings with the U . S . Securities and Exchange Commission (“SEC”), which are available at the SEC’s website at www . sec . gov . ARCP, ARCT IV and Cole disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise . Forward - Looking Statements

3 Investment Highlights • Largest net lease REIT and 14 th largest publicly traded REIT in the U.S. • Dynamic investment strategy focused on long - term and vintage leases providing stable income and organic growth potential • High credit quality portfolio with 47% of revenues derived from investment grade tenants and 100% of top ten tenants are rated • Diversification across asset type, geography, industry and tenants with no tenant representing more than 3.5% of rent • Attractive Private Capital Management business drives fee income and absorbs G&A • Meaningful common stock dividend growth, as a result of the expected annual dividend rate increase to $1.00 following the expected close of the Cole merger • Strong, flexible balance sheet and diverse access to capital • Experienced management team with extensive industry knowledge and proven track record Note: All data includes ARCT IV merger, which closed on January 3, 2014, as well as the remaining acquisitions of the properties co nst ituting the Inland and Fortress portfolios and other pipeline properties and the proposed Cole merger.

 January 3, 2014: Closed ARCT IV merger  December 30, 2013: ARCP announces it will become self - managed by January 8, 2014  December 23, 2013: Cole proxy declared effective and mailing commenced with shareholder meeting scheduled January 23, 2014  December 20, 2013: ARCP receives commitments to increase its credit facility to $2.87 billion  December 10, 2013: ARCP announces closing of $287.5 million of its 3.00% convertible notes due 2018 and $402.5 million of its 3.75% convertible notes due 2020  December 9, 2013: Refiled Cole proxy with SEC  December 4, 2013: ARCT IV proxy declared effective and mailing commenced with shareholder meeting scheduled January 3, 2014  November 5, 2013: Closed CapLease merger  As of October 31, 2013: Arranged $743 million of secured financing 4 Overview of Recent Activity ARCT IV merger is closed and Cole merger is fully capitalized Note: Dollars in millions unless otherwise noted. January 3, 2014: Closed ARCT IV merger December 30, 2013: ARCP announces becoming self - managed by January 8, 2014 December 23, 2013: Cole proxy declared effective and mailing commenced with shareholder meeting scheduled January 23, 2014 December 20, 2013: ARCP receives commitments to increase its credit facility to $2.87 billion December 10, 2013: ARCP announces closing of $287.5 million of its 3.00% convertible notes due 2018 and $402.5 million of its 3.75% convertible notes due 2020 December 9, 2013: Refiled Cole proxy with SEC December 4, 2013: ARCT IV proxy declared effective and mailing commenced with shareholder meeting scheduled January 3, 2014 November 5, 2013: Closed CapLease merger As of October 31, 2013: Arranged $743 million of secured financing Recently arranged in Q4 Principal Rate Committed secured financing $743 4.72% 3.00% Convertible senior notes due 08/01/2018 288 3.00% 3.75% Convertible senior notes due 12/15/2020 403 3.75% Total Q4 financings $1,433 4.10% Other sources Existing line of credit Syndicated backstop ABS commitment

5 Updated Pro Forma Capitalization ARCP has closed the ARCT IV merger and believes it has de - risked the funding of the Cole merger. Depending on the outcome of the Cole cash election, pending long term debt could be as low as $1.1 billion Weighted average pro forma Maturity (3) : 6.1 years Interest expense: 3.9% (~90% fixed rate debt) (1) Includes ARCT IV acquisition (closed January 3, 2013), CapLease acquisition (closed November 5, 2013), 12 months of 2014 acti vit y & excludes other assumed acquisitions. Revenues based on average rent according to GAAP. (2) “Existing” denotes items that are part of ARCP, “assume” denotes items to be assumed by ARCP and “pending” denotes new financing in process. (3) Weighted average maturity only on fixed rate debt. (4) Capitalization assumes Cole shareholders elect 80% ARCP common stock and 20% cash. (In millions, except per share amounts) ARCP Cole and other ARCP PF Capitalization (1) Acquisitions (4) Capitalization Stock / Units Issued to Target 290 434 725 Price per share @ 01/02/14 $12.87 $12.87 $12.87 Total Equity Value $3,739 $5,591 $9,329 Preferred Equity Series F Preferred 1,073 - 1,073 Total Preferred Equity $1,073 $0 $1,073 Debt Mortgage Debt Status (2) ARCP existing 2,065 - 2,065 ARCT IV existing 2 - 2 Inland assume - 308 308 Fortress assume - 108 108 Cole assume - 2,817 2,817 Total 2,067 3,233 5,299 Term Debt & Credit Facilities Term loans existing $600 $500 $1,100 ARCP revolver existing 1,004 - 1,004 ARCP 5-year convertible notes existing 598 - 598 ARCP 7-year convertible notes existing 403 - 403 CapLease term loan existing 150 - 150 CapLease senior notes existing 19 - 19 CapLease trust preferred existing 31 - 31 Total $2,804 $500 $3,304 New Financings Long term debt pending - 2,495 2,495 Total $0 $2,495 $2,495 Total Debt $4,871 $6,228 $11,099 Asset Sales (90% fixed rate debt) Proposed asset sale - 170 170 Total Asset Sales $0 $170 $170 Total Capital $9,683 $11,988 $21,671 Debt / 2014 run rate EBITDA 7.5x

6 Supplemental Debt Disclosure ARCP arranged $1.433 billion of new fixed rate financings in Q4. Source: Company filings, updated for actual closing values . (1) Interest rate reset after 5 years. (2) Represents weighted average rate. Recent Activity ($ in millions, unless otherwise noted) # of Applicable Spread to Debt Type Security Amount loans Tenor Repayment Reference reference Rate 70 Properties $620 1 ~10 years Interest Only Applicable 5, 7 or 10 year “swap yield” 2.07% 4.97% 19 Properties $73 3 10 years 5-year IO; 30-year amort in 5-year N/A N/A 5-year IO: 3.25% Extension: 3.25% Min 1 Month LIBOR 1.85% BOKF Prime 0.00% Committed secured financing subtotal $743 7 9.7 years 4.72% Unsecured $403 N/A 7 years Interest Only N/A N/A 3.75% Unsecured $288 N/A 5 years Interest Only N/A N/A 3.00% Total / weighted average $1,433 7 8.0 years 4.10% 3.75%Interest Only Convertible senior notes Convertible senior notes 70 Properties 19 Properties Walgreen / FedEx Ground Properties Walgreen / FedEx Ground Properties $49 3 6 years (1) ( 2 )

7 This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval . In connection with the proposed Cole merger, ARCP and Cole prepared and filed with the SEC a definitive joint proxy statement/prospectus on December 23 , 2013 , and other additional documents with respect to ARCP’s proposed acquisition of Cole . The definitive joint proxy statement/prospectus contains important information about the proposed transaction and related matters . INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED BY ARCP OR COLE WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCP, COLE AND THE PROPOSED COLE MERGER . Investors and stockholders of ARCP and Cole may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed or to be filed by ARCP and Cole with the SEC through the website maintained by the SEC at www . sec . gov . Copies of the documents filed by ARCP with the SEC are also available free of charge on ARCP’s website at www . arcpreit . com and copies of the documents filed by Cole with the SEC are available free of charge on Cole’s website at www . ColeREIT . com . ARCP, Cole, AR Capital, LLC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ARCP’s and Cole’s stockholders in respect of the proposed Cole merger . Information regarding ARCP’s directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on April 30 , 2013 . Information regarding Cole’s directors and executive officers can be found in Cole’s definitive proxy statement filed with the SEC on April 11 , 2013 . Additional information regarding the interests of such potential participants were included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Cole merger . These documents are available free of charge on the SEC’s website and from ARCP or Cole, as applicable, using the sources indicated above . Additional Information about the Cole Merger and Where to Find It

EX-99.3

FOR IMMEDIATE RELEASE

American Realty Capital Properties Completes Acquisition of American Realty Capital Trust IV

$3.0 Billion Merger Creates the Leading Net Lease REIT with Enterprise Value of $10 Billion

Merger Provides Superior Portfolio Diversification and Significantly Deleverages ARCP’s Balance Sheet

Combined Portfolio Totaling 2,560 Properties and 43.7 Million Square Feet

New York, New York – January 3, 2014 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) today closed its previously announced transaction to acquire American Realty Capital Trust IV, Inc. (“ARCT IV”), following the approval of the transaction by ARCT IV stockholders at ARCT IV’s special meeting. 99.0% of the ARCT IV shares voted were voted in favor the merger, representing 67.0% of all ARCT IV shares eligible to vote.

Under the terms of the merger agreement, as amended, ARCP issued the following consideration to ARCT IV stockholders for each ARCT IV share: (1) $9.00 in cash; (2) 0.5190 of a share of ARCP common stock (valued at $6.68 using the ARCP closing price of $12.87 on January 2, 2014, the trading day prior to the closing of the merger and representing 21.9% of the total nominal consideration); and (3) 0.5937 shares of ARCP’s 6.70% Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) (NASDAQ: ARCPP) (valued at $14.84 based on a liquidation preference of $25.00 per share of perpetual preferred stock and representing 48.6% of the total nominal consideration), for a fixed nominal consideration, as of January 2, 2014, of $30.52. ARCP issued 36.9 million shares of common stock and 42.2 million shares of Series F Preferred Stock to former ARCT IV stockholders at the closing of the merger.

ARCP expects the Series F Preferred Stock to commence trading on the NASDAQ Global Select Market on Monday, January 6, 2014, the first full trading day following the closing of the merger. ARCP expects newly issued common shares to be available in former ARCT IV stockholders’ accounts on Monday, January 6, 2014 as well.

Nicholas S. Schorsch, Chairman & CEO of ARCP, commented, “Closing this acquisition is part of our announced strategy to continue building the leading publicly-traded net lease REIT, substantially augmenting the size of our company without sacrificing credit quality, lease duration or asset strength. Our transition to self-management should further enable us to build shareholder value combining a broad-based, high quality, diversified portfolio of net lease real estate assets with the finest intellectual capital in the industry.”

Added David Kay, President of ARCP, “We expect to complete our transition to self-management on January 8, 2014. The ARCT IV acquisition not only expands the size of our portfolio, but strengthens the composition of credit tenants in our portfolio. This positions us to protect our investors’ capital and generate returns to our investors through growth in rents and asset appreciation, and thus providing durable income. Additionally, we issued more than $1.5 billion of common and preferred securities in connection with the closing, allowing us to further deleverage our balance sheet, which is consistent with our focus on making accretive acquisitions.”

Brian S. Block, ARCP’s Chief Financial Officer, said, “This transaction is instrumental to achieving 2014 AFFO growth per share, and will reduce our balance sheet leverage with ARCT IV’s highly unencumbered portfolio of real estate assets. As we previously announced, our 2014 AFFO guidance ranges from $1.13 per share to $1.19, in conjunction with this transaction along with other previously announced transactions.”

Dividends

ARCT IV stockholders will participate in ARCP’s January 2014 dividend to be paid at an annualized rate of $0.94 per share and will be entitled to cumulative dividends on the Series F Preferred Stock at a rate of 6.70% of the liquidation preference per share of $25.00 (equivalent to an annual rate of $1.675 per share).

Transfer of Shares

ARCT IV stockholders will receive 0.5190 of a share of ARCP common stock per ARCT IV share and 0.5937 of a share of Series F Preferred Stock per ARCT IV share. The transfer of ARCT IV stockholders’ shares to ARCP’s current transfer agent, Computershare, Inc., is expected to be completed 1 to 3 business days following the closing of the merger. Once ARCT IV stockholders’ shares are transferred to Computershare, each stockholder will have the option to hold those shares with the transfer agent or transfer the shares to a brokerage account of their choice. The newly issued Series F Preferred Stock received by ARCT IV stockholders are expected to begin trading on the NASDAQ Global Select Market on January 6, 2014. ARCP expects newly issued common shares to be available in former ARCT IV stockholders’ accounts on Monday, January 6, 2014 as well.

Post-Merger Portfolio Information

Including the close of the ARCT IV transaction, ARCP’s portfolio consists of 2,560 freestanding commercial properties, net-leased to 452 primarily investment grade rated and other credit tenants, totaling approximately 43.7 million square feet located in 49 states, the District of Columbia and Puerto Rico. The portfolio will operate in 46 distinct industries and will have an average remaining lease duration of approximately 9.3 years. Approximately 56% of the anticipated lease revenue will be generated by investment grade and other credit tenants.

Addition of William G. Stanley to ARCP’s Board of Directors

Following the untimely death of Dr. Walter P. Lomax, Jr. in October 2013, ARCP’s board of directors appointed William G. Stanley, the lead independent director of ARCT IV prior to the merger close, as an independent director of ARCP effective upon the closing of the ARCT IV merger to ensure that the ARCP board would be comprised of a majority of independent directors and in light of Mr. Stanley’s leadership skills and ample experience as an independent director on various boards. Mr. Stanley joined Leslie D. Michelson, Scott J. Bowman and Governor Edward G. Rendell as independent board members of ARCP along with the three interested board members, Nicholas S. Schorsch, Chairman, William M. Kahane and Edward M. Weil, Jr.

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. Additional information about ARCP can be found on its website at www.arcpreit.com. ARCP may disseminate important information regarding it and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.

Funds from Operations and Adjusted Funds from Operations

ARCP considers funds from operations (“FFO”) and AFFO, which is FFO as adjusted to exclude acquisition-related fees and expenses, amortization of above-market lease assets and liabilities, amortization of deferred financing costs, straight-line rent, non-cash mark-to-market adjustments, amortization of restricted stock, non-cash compensation and gains and losses useful indicators of the performance of a real estate investment trust (“REIT”). Because FFO calculations exclude such factors as depreciation and amortization of real estate assets and gains or losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs in our peer group. Accounting for real estate assets in accordance with generally accepted accounting principles (“GAAP”) implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.

Additionally, ARCP believes that AFFO, by excluding acquisition-related fees and expenses, amortization of above-market lease assets and liabilities, amortization of deferred financing costs, straight-line rent, non-cash mark-to-market adjustments, amortization of restricted stock, non-cash compensation and gains and losses, provides information consistent with management's analysis of the operating performance of the properties. By providing AFFO, ARCP believes it is presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance. Further, ARCP believes AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies, including exchange-traded and non-traded REITs.

As a result, ARCP believes that the use of FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of our performance relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.

Forward-Looking Statements

Information set forth herein (including information included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect ARCP's expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, the new combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and estimates of growth, including funds from operations and adjusted funds from operations, and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: market volatility, unexpected costs or unexpected liabilities that may arise from the transaction; the inability to retain key personnel; continuation or deterioration of current market conditions; whether or not ARCP common stock will be included in REIT and public exchange indices; uncertainty regarding the level of demand for ARCP common stock that inclusion in such indices would generate; future regulatory or legislative actions that could adversely affect ARCP; and the business plans of the tenants of ARCP. Additional factors that may affect future results are contained in ARCP's filings with the SEC, which are available at the SEC's website at www.sec.gov. ARCP disclaims any obligation to update and revise statements contained in these materials based on new information 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)