0001144204-14-001130.txt : 20140107 0001144204-14-001130.hdr.sgml : 20140107 20140107215904 ACCESSION NUMBER: 0001144204-14-001130 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140103 FILED AS OF DATE: 20140107 DATE AS OF CHANGE: 20140107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: American Realty Capital Properties, Inc. CENTRAL INDEX KEY: 0001507385 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-415-6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAHANE WILLIAM M CENTRAL INDEX KEY: 0001189690 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35263 FILM NUMBER: 14514890 MAIL ADDRESS: STREET 1: AMERICAN REALTY CAPITAL STREET 2: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v364905_4.xml OWNERSHIP DOCUMENT X0306 4 2014-01-03 0 0001507385 American Realty Capital Properties, Inc. ARCP 0001189690 KAHANE WILLIAM M C/O ARCP 405 PARK AVENUE NEW YORK NY 10022 1 0 0 0 Common Stock 2014-01-03 4 J 0 624 A 376178 D Series F Cumulative Redeemable Preferred Stock 2014-01-03 4 J 0 713 A 713 D Operating Partnership Units 0 2014-01-03 4 J 0 883157 A 2015-01-03 Common Stock 883157 883157 D Operating Partnership Units 0 2014-01-03 4 J 0 161567 A Common Stock 161567 161567 D Shares were acquired pursuant to a merger agreement (the "Merger Agreement") among American Realty Capital Properties, Inc. ("ARCP"), American Realty Capital Trust IV, Inc. ("ARCT IV"), American Realty Capital Properties Operating Partnership, L.P., ARCP's operating partnership (the "ARCP Operating Partnership"), American Realty Capital Operating Partnership IV, L.P. (the "ARCT IV Operating Partnership") and Thunder Acquisition LLC, a wholly owned subsidiary of ARCP ("Merger Sub"), pursuant to which ARCT IV merged with and into Merger Sub (the "Merger"). On January 3, 2014, the effective time of the Merger, each outstanding share of common stock of ARCT IV held by American Realty Capital Trust IV Special Limited Partner, LLC (the "Special Limited Partner") was exchanged for (i) $9.00 in cash plus (ii) 0.5190 shares of ARCP's common stock, par value $0.01 per share, and (iii) 0.5937 shares of a series of ARCP preferred stock designated as Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock"). At the close of business on January 3, 2014, the effective date of the Merger, the closing price of ARCP's common stock was $12.91 per share. At the close of business on January 6, 2014, the first day of trading of the Series F Preferred Stock, the closing price of the Series F Preferred Stock was $21.30 per share. The Special Limited Partner is 100% owned by AR Capital, LLC ("ARC"), of which the reporting person is an equity holder and a manager. The shares of common stock, Series F Preferred Stock and OP Units held by the Special Limited Partner were distributed pro rata to the reporting person and are now owned directly. Pursuant to the terms of the Amended and Restated Agreement of Limited Partnership of the ARCT IV Operating Partnership (the "ARCT IV OP Agreement Agreement"), dated as of November 12, 2012, OP units were issued to American Realty Capital Trust IV Special Limited Partner, LLC (the "Special Limited Partner"), the holder of the special limited partner interest in the ARCT IV Operating Partnership (the "SLP Interest"). The SLP Interest entitled the Special Limited Partner to receive certain distributions from the ARCT IV Operating Partnership, including a subordinated distribution of net sales proceeds resulting from an "investment liquidity event" (as defined in the ARCT IV OP Agreement). The Merger constituted an "investment liquidity event" under the ARCT IV OP Agreement as a result of which the Special Limited Partner, in connection with management's successful attainment of the 6% performance hurdle and return to ARCT IV's stockholders in addition to their initial investment, was entitled to receive a subordinated distribution of net sales proceeds from the ARCT IV Operating Partnership in an amount equal to approximately $62.7 million (the "Subordinated Distribution Amount"). OP Units are exchangeable for cash or, at the option of the ARCP Operating Partnership, shares of ARCP's common stock on a one-to-one basis. OP Units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance and have no expiration date. Pursuant to the ARCT IV OP Agreement, American Realty Capital Advisors IV, LLC (the "ARCT IV Advisor") was entitled to a "profits interest" in the form of Class B Units in the ARCT IV Operating Partnership in connection with its asset management services. The Class B Units were converted into OP Units prior to the Merger. Upon the consummation of the Merger, each ARCT IV OP Unit held by the ARCT IV Advisor was converted into 2.3961 ARCP OP Units. The ARCT IV Advisor is 100% owned by ARC, of which the reporting person is an equity holder and a manager. The OP Units held by the ARCT IV Advisor were distributed pro rata to the reporting person and are now owned directly. /s/ William M. Kahane 2014-01-07