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 6, 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 6, 2014, American Realty Capital Properties, Inc. (“ARCP”) issued a press release announcing the closing 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.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
99.1	Press Release dated February 6, 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 6, 2014
	By: /s/ Nicholas S. Schorsch
	Name:  Nicholas S. Schorsch
	Title:  Chief Executive Officer and Chairman of the
	Board of Directors

EX-99.1

 

FOR IMMEDIATE RELEASE

American Realty Capital Properties Announces Closing of $2.55 Billion Offering of Senior Unsecured Notes of ARC Properties Operating Partnership, L.P. and Clark Acquisition, LLC

New York, New York, February 6, 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 closed 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 net proceeds from the offering have been 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 were 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 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@arcpreit.com
Ph: 484-342-3600	Ph: 212-415-6500