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

February 5, 2014 (February 4, 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:

¨ 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 8.01. Other Events.

On February 4, 2014, American Realty Capital Properties, Inc. (“ARCP”) issued a press release announcing the pricing of the previously announced private offering by its operating partnership, ARC Properties Operating Partnership, L.P., and its wholly owned subsidiary, Clark Acquisition, LLC, of $2.55 billion aggregate principal amount of senior unsecured notes consisting of $1.3 billion aggregate principal amount of 2.000% senior notes due 2017, $750.0 million aggregate principal amount of 3.000% senior notes due 2019 and $500.0 million aggregate principal amount of 4.600% senior notes due 2024. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The other purpose of this Current Report on Form 8-K is to file an opinion in connection with ARCP’s filing of a prospectus supplement dated February 4, 2014 in connection with the offer of (i) shares of common stock, par value $0.01 per share (the “common stock”), that may be issued upon the redemption of units of limited partnership interests in ARC Properties Operating Partnership, L.P. (the “Operating Partnership”) and (ii) shares of 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”), that may be issued upon the redemption of units of Series F Preferred Units of limited partnership interest in the Operating Partnership. A copy of the opinion of Venable LLP relating to the legality of the shares of common stock and Series F Preferred Stock being issued is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
5.1	Opinion of Venable LLP regarding the legality of the common stock and the Series F Preferred Stock
23.1	Consent of Venable LLP (included in Exhibit 5.1)
99.1	Press Release dated February 4, 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.

	AMERICAN REALTY CAPITAL PROPERTIES, INC.
Date: February 5, 2014
	By: /s/ Nicholas S. Schorsch
	Name:  Nicholas S. Schorsch
	Title:  Chief Executive Officer and Chairman of the
	Board of Directors

EX-5.1

Exhibit 5.1

[LETTERHEAD OF VENABLE LLP]

February 4, 2014

American Realty Capital Properties, Inc.

405 Park Avenue

New York, New York 10022

Re: Registration Statement on Form S-3 (File No. 333-187240)

Ladies and Gentlemen:

We have served as Maryland counsel to American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of (i) 630,691 shares (the “Common Shares”) of common stock, par value $.01 per share (the “Common Stock”), of the Company and (ii) 721,467 shares (the “Series F Shares” and, together with the Common Shares, the “Shares”) of 6.70% Series F Cumulative Redeemable Preferred Stock, par value $.01 per share (the “Series F Preferred Stock”), of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), as filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Common Shares may be issued from time to time to the holders of units of limited partnership interest (the “OP Units”) in ARC Properties Operating Partnership, L.P., a Delaware limited partnership (“ARC L.P.”), upon redemption of the OP Units. The Series F Preferred Shares may be issued from time to time to holders of units of Series F Preferred Units of limited partnership interest (the “Series F Units” and, together with the OP Units, the “Units”), in ARC L.P. upon the redemption of the Series F Units.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement;

2. The Prospectus, dated March 13, 2013, as supplemented by a Prospectus Supplement, dated February 4, 2014 (the “Prospectus Supplement”), relating to the issuance of the Shares, each in the form filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the 1933 Act;

3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

American Realty Capital Properties, Inc.

February 4, 2014

Page 2

4. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5. Resolutions adopted by the Board of Directors of the Company (the “Resolutions”), relating to, among other matters, the issuance of the Shares upon redemption of the Units, certified as of the date hereof by an officer of the Company;

6. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

7. A certificate executed by an officer of the Company, dated as of the date hereof; and

8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

American Realty Capital Properties, Inc.

February 4, 2014

Page 3

5. Upon the issuance of any of the Common Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter. Upon the issuance of any of the Series F Shares, the total number of shares of Series F Preferred Stock issued and outstanding will not exceed the total number of shares of Series F Preferred Stock that the Company is then authorized to issue under the Charter.

6. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in the Charter.

7. The Units have been duly authorized and validly issued by ARC L.P.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Common Shares has been duly authorized and, when and to the extent issued upon redemption of the OP Units in accordance with the Charter, the Resolutions and the Prospectus Supplement, the Common Shares will be validly issued, fully paid and nonassessable.

3. The issuance of the Series F Shares has been duly authorized and, when and to the extent issued upon redemption of the Series F Units in accordance with the Charter, the Resolutions and the Prospectus Supplement, the Series F Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

American Realty Capital Properties, Inc.

February 4, 2014

Page 4

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the issuance of the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

American Realty Capital Properties Announces Pricing of Senior Unsecured Notes of ARC Properties Operating Partnership, L.P. and Clark Acquisition, LLC

New York, New York, February 4, 2014 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) announced today that its operating partnership, ARC Properties Operating Partnership, L.P. (“ARCP OP”), and its wholly owned subsidiary, Clark Acquisition, LLC (“Merger Sub” and, together with ARCP OP, the “Issuers”), have priced a private offering of $2.55 billion aggregate principal amount of senior unsecured notes consisting of $1.3 billion aggregate principal amount of 2.000% senior notes due 2017, $750.0 million aggregate principal amount of 3.000% senior notes due 2019 and $500.0 million aggregate principal amount of 4.600% senior notes due 2024 (collectively, the “Notes”).

The offering of the Notes is expected to settle on February 6, 2014, subject to customary closing conditions. The net proceeds from the offering will be deposited into an escrow account. Upon release from escrow, the Issuers intend to use a portion of the net proceeds to fund the cash consideration, fees and expenses relating to the previously announced acquisition (the “Acquisition”) by ARCP of Cole Real Estate Investments, Inc. (“Cole”), pursuant to the merger of Cole with and into Merger Sub, with Merger Sub surviving, and repayment of Cole’s credit facility. The Issuers intend to use the remaining portion of the net proceeds from the offering to repay amounts outstanding under ARCP OP’s senior credit facility. Amounts repaid under ARCP OP’s senior credit facility are expected to be redrawn to repay approximately $730.0 million of commercial mortgage backed securities and other mortgage obligations.

The Notes and related guarantees are being offered in a private placement, to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in accordance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum.

About ARCP

ARCP is a self-managed 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.

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, whether and when the Acquisition and the offering will be consummated, the combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations with respect to the combined company and estimates of growth, including funds from operations and adjusted funds from operations and other statements that are not historical facts. 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, CFO
DDCworks	American Realty Capital Properties, Inc.
tdefazio@ddcworks.com	bblock@arlcap.com
Ph: 484-342-3600	Ph: 212-415-6500