0001144204-14-001132.txt : 20140107
0001144204-14-001132.hdr.sgml : 20140107
20140107215930
ACCESSION NUMBER: 0001144204-14-001132
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: BLOCK BRIAN S
CENTRAL INDEX KEY: 0001284965
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35263
FILM NUMBER: 14514892
MAIL ADDRESS:
STREET 1: C/O AMERICAN FINANCIAL REALTY TRUST
STREET 2: 1725 THE FALWAY
CITY: JENKINTOWN
STATE: PA
ZIP: 19048
4
1
v364907_4.xml
OWNERSHIP DOCUMENT
X0306
4
2014-01-03
0
0001507385
American Realty Capital Properties, Inc.
ARCP
0001284965
BLOCK BRIAN S
C/O ARCP
405 PARK AVENUE
NEW YORK
NY
10022
0
1
0
0
EVP & CFO
Common Stock
2014-01-03
4
J
0
139
A
90188
D
Series F Cumulative Redeemable Preferred Stock
2014-01-03
4
J
0
159
A
159
D
Operating Partnership Units
0
2014-01-03
4
J
0
196531
A
2015-01-03
Common Stock
196531
196531
D
Operating Partnership Units
0
2014-01-03
4
J
0
35954
A
Common Stock
35954
35954
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. 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. The OP Units held by the ARCT IV Advisor were distributed pro rata to the reporting person and are now owned directly.
/s/ Brian S. Block
2014-01-07