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
Date of Report (date of earliest event reported): February 26, 2014 (February 25, 2014)
AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
_________________________
Maryland | 001-35263 | 45-2482685 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
405 Park Avenue, 12th Floor
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
Richard A. Silfen Appointed as the Company’s General Counsel
On February 26, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that it appointed Richard A. Silfen as General Counsel and Executive Vice President. Mr. Silfen’s appointment completes the Company’s executive management team.
With more than 25 years of experience in corporate and securities law, Mr. Silfen will join the Company after heading the Capital Markets Group at Philadelphia-based Duane Morris LLP, where he has served as partner. While at Duane Morris LLP, Mr. Silfen has advised numerous companies with regard to complex mergers and acquisition transactions and capital markets transactions, including several real estate investment trusts.
Mr. Silfen is highly experienced in advising companies in connection with private equity investments in publicly traded and privately owned issuers, senior, high-yield, mezzanine and other debt issuances using complex structures, and restructurings of multi-layer debt. Mr. Silfen also has assisted emerging and other businesses to develop plans for the growth and development of their businesses and technologies, including financing transactions, collaborative and strategic partnerships, and joint venture arrangements. Throughout his career, Mr. Silfen has worked with companies to facilitate public reporting and the analysis of operating results, advising them on internal audit functions and other Sarbanes-Oxley compliance matters, and working with them to support and enhance strategies for communication with security analysts and investors.
A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
$100 Million Commitment Received from Goldman Sachs for Company’s Senior Credit Facility Providing for Up to $2.97 Billion of Borrowings Under Company’s Lines of Credit
On February 25, 2014, the Company received a $100 million commitment from Goldman Sachs Bank USA to increase the aggregate borrowings under its credit facilities to up to $2.97 billion, subject to the satisfaction of certain conditions. As of the date of this report, current outstanding borrowings under the credit facilities totaled $1.89 billion; therefore currently, with the $100 million commitment, the Company could borrow up to $1.08 billion to finance acquisitions and for other corporate purposes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press Release dated February 26, 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 26, 2014 | By: | /s/ Nicholas S. Schorsch |
Name: | Nicholas S. Schorsch | |
Title: | Chief Executive Officer and Chairman of the Board of Directors |
FOR IMMEDIATE RELEASE
American Realty Capital Properties
Appoints Richard A. Silfen as General Counsel
Appointment Finalizes Executive Management Team of ARCP
New York, New York, February 26, 2014 — American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) announced today the appointment of Richard A. Silfen as General Counsel and Executive Vice President.
Nicholas S. Schorsch, Chairman and Chief Executive Officer of ARCP, noted, “We could not be more pleased with the addition of Richard A. Silfen to the executive leadership team at ARCP. His experience and wisdom will provide a strong complement to the skill sets of David Kay, Lisa Beeson and Brian Block. Rich’s joining our management team completes our senior executive roster and adds to the intellectual capital we rely on to continue to grow profitably. Moreover, he is the perfect individual to head our formidable legal team which is so essential to the smooth functioning of our business.”
With more than 25 years of experience in corporate and securities law, Mr. Silfen will join ARCP after heading the Capital Markets Group at Philadelphia-based Duane Morris LLP, where he has served as partner. While at Duane Morris LLP, Mr. Silfen has advised numerous companies with regard to complex mergers and acquisition transactions and capital markets transactions, including several real estate investment trusts. Specifically, Mr. Silfen represented ARCP during its respective mergers with American Realty Capital Trust III, Inc. and American Realty Capital Trust IV, Inc., as well as Topaz Pharmaceuticals, Inc.’s stockholders in a sale to Sanofi-Pasteur and Diamond Offshore Drilling, Inc. in a $1.0 billion public offering of its senior notes.
Mr. Silfen is highly experienced in advising companies in connection with private equity investments in publicly traded and privately owned issuers, senior, high-yield, mezzanine and other debt issuances using complex structures, and restructurings of multi-layer debt. He also has assisted emerging and other businesses to develop plans for the growth and development of their businesses and technologies, including financing transactions, collaborative and strategic partnerships, and joint venture arrangements. Throughout his career, Mr. Silfen has worked with companies to facilitate public reporting and the analysis of operating results, advising them on internal audit functions and other Sarbanes-Oxley compliance matters, and working with them to support and enhance strategies for communication with security analysts and investors.
Chambers USA: America's Leading Lawyers for Business listed Mr. Silfen as one of America's Leading Lawyers for Business in 2009, 2010, 2011, 2012 and 2013 for his advice on M&A, private equity and securities matters. He was also listed in Pennsylvania Super Lawyers Rankings in 2011 and 2012.
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. Additional information about ARCP can be found on its website at www.arcpreit.com. ARCP may disseminate important information regarding it and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.
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, market and other expectations, objectives, intentions, as well as any expectations with respect to 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, Treasurer, Secretary and EVP |
DDCworks | American Realty Capital Properties, Inc. |
tdefazio@ddcworks.com | bblock@arcpreit.com |
Ph: 484-342-3600 | Ph: 212-415-6500 |