UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
To
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): October 7, 2013 (October 1, 2013)
AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact Name of Registrant as Specified in
its Charter)
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| Maryland |
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001-35263 |
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45-2482685 |
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(State or other jurisdiction
of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
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405 Park Avenue, 12th Floor,
New York, New York 10022 |
| (Address, including zip code, of Principal Executive Offices) |
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(212) 415-6500 |
| Registrant's telephone number, including area code: |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
On October 7, 2013, American Realty Capital
Properties, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) announcing that,
on October 1, 2013, it had assumed the obligations of its sponsor, AR Capital, LLC, on October 1, 2013, under that certain Purchase
and Sale Agreement, dated July 24, 2013, entered into by and among AR Capital, LLC, ARC PADRBPA001, LLC (referred to together with
AR Capital, LLC as the “Purchasers”) and certain sellers described in the schedules thereto (collectively, the “Sellers”)
relating to the acquisition of 120 properties from affiliates of funds managed by Fortress Investment Group LLC (the “Fortress
Portfolio”) and acquired 41 of the properties in the Fortress Portfolio for a purchase price of $200.3 million, exclusive
of closing costs on October 1, 2013. The Company is now filing this Amended Current Report on Form 8-K/A (this “Amendment”)
to disclose that it closed on the balance of the Fortress Portfolio on January 8, 2014. This Amendment makes no other changes to
the Initial Report and the Company is including a press release as Exhibit 99.1 to this Amendment relating to the announcement
of the closing of the balance of the Fortress Portfolio on January 8, 2014.
Item 2.01. Completion of Acquisition
or Disposition of Assets.
On January 8, 2014, the Company, through
wholly owned subsidiaries of its operating partnership, closed the acquisition of the remaining fee simple interests in the Fortress
Portfolio, totaling 79 properties, for an aggregate contract purchase price of $400.9 million, exclusive of closing costs. The
total contract purchase price of the Fortress Portfolio was $601.2 million, exclusive of closing costs, including the 41 properties
acquired by the Company on October 1, 2013 for a contract purchase price of $200.3 million, exclusive of closing costs. The Sellers
of the Fortress Portfolio had no material relationship with the Company and the acquisition was not an affiliated transaction.
The Company funded the purchase of 41 properties of the Fortress Portfolio on October 1, 2013 with a $75.0 million draw on its
existing credit facility and with $125.3 million of cash on hand. The Company funded the January 8, 2014 purchase of 79 properties
using a draw of $294.3 million on its existing credit facility and assumed debt of $106.6 million.
The Fortress Portfolio contains an aggregate
of 6.1 million rentable square feet and is 100% leased to 17 distinct tenants. The remaining weighted-average term of the leases
in the Fortress Portfolio is approximately 12.9 years. Substantially all of the leases are net whereby the tenants are required
to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building,
and the cost of all capital expenditures, in addition to base rent.
A copy of the press release announcing
the Company’s acquisition of the Fortress Portfolio is attached as Exhibit 99.1 to this Amendment and is incorporated by
reference herein.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
| Exhibit No. |
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Description |
| 99.1 |
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Press Release dated January 9, 2014 |
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.
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AMERICAN REALTY CAPITAL PROPERTIES, INC. |
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| January 9, 2014 |
By: |
/s/ Nicholas S. Schorsch |
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Name: |
Nicholas S. Schorsch |
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Title: |
Chief Executive Officer and |
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Chairman of the Board of Directors |
