8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 20, 2014 (May 16, 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 or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

405 Park Avenue, 12^th Floor

New York, New York 10022

(Address, including zip code, of principal executive offices)

(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:

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.

On May 19, 2014, American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), completed its acquisition of Cole Credit Property Trust, Inc., a Maryland corporation (the “Company”), pursuant to the Agreement and Plan of Merger dated as of March 17, 2014 (the “Merger Agreement”), among Parent, the Company and Desert Acquisition, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”).

As previously disclosed, pursuant to the Merger Agreement, on March 31, 2014, Merger Sub commenced a cash tender offer to purchase all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”) (other than shares owned by Parent, any subsidiary of Parent and any wholly owned subsidiary of the Company), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 31, 2014, and the related Letter of Transmittal (together with any amendments or supplements to the foregoing, the “Offer”), at a price of $7.25 per share (the “Offer Price”), net to the seller in cash, without interest, less any applicable withholding tax. The Offer expired at 5:00 p.m., New York City time, on May 16, 2014. On May 19, 2014, Parent, through Merger Sub, accepted for payment and paid for all shares of Company Common Stock that were validly tendered in the Offer. DST Systems, Inc., the depositary for the Offer, advised Parent and Merger Sub that, as of the expiration of the Offer, a total of 7,735,068.68 shares of Company Common Stock were validly tendered and not withdrawn, representing approximately 77% of the shares of Company Common Stock outstanding.

On May 16, 2014, Parent and the Company issued a joint press release announcing the successful completion of the Offer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Immediately following the acceptance for payment and payment for the shares of Company Common Stock that were validly tendered in the Offer, Merger Sub exercised its option (the “Top-Up Option”), granted pursuant to the Merger Agreement, to purchase, at a price per share equal to the Offer Price, 13,457,874 newly issued shares of Company Common Stock (collectively, the “Top-Up Shares”). The Top-Up Shares, taken together with the shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Sub immediately following the acceptance for payment and payment for the shares of Company Common Stock that were validly tendered in the Offer, constituted one share more than 90% of the outstanding shares of Company Common Stock (after giving effect to the issuance of all shares subject to the Top-Up Option), the applicable threshold required to effect a short-form merger under applicable Maryland law without stockholder approval.

Following the consummation of the Offer and the exercise of the Top-Up Option, in accordance with the Merger Agreement, Parent completed its acquisition of the Company by effecting of a short-form merger under Maryland law, pursuant to which the Company was merged with and into the Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). The Merger became effective following the filing of the Articles of Merger with the State Department of Assessments and Taxation of Maryland and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware with an effective date of May 19, 2014 (the “Effective Time”).

At the Effective Time, each share of Company Common Stock not purchased in the Offer (other than shares held by Parent, any of its subsidiaries or any wholly owned subsidiaries of the Company, which were automatically canceled and retired and ceased to exist) was converted into the right to receive an amount, in cash and without interest, equal to the Offer Price.

Former holders of Company Common Stock will also be entitled to any accrued and unpaid dividends through the closing of the Offer.

On May 20, 2014, Parent issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
99.1	Joint Press Release, dated May 16, 2014, issued by American Realty Capital Properties, Inc. and Cole Credit Property Trust, Inc.
99.2	Press Release, dated May 20, 2014, issued by American Realty Capital Properties, Inc.
99.3	Agreement and Plan of Merger, dated as of March 17, 2014, among American Realty Capital Properties, Inc., Cole Credit Property Trust, Inc. and Desert Acquisition, Inc. (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Parent on March 21, 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.
May 20, 2014	By:	/s/ Nicholas S. Schorsch
	Name:	Nicholas S. Schorsch
	Title:	Chief Executive Officer and Chairman of the Board of Directors

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

American Realty Capital Properties Successfully Completes Tender Offer
for Shares of Cole Credit Property Trust, Inc.

New York, New York and Phoenix, Arizona, May 16, 2014 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) and Cole Credit Property Trust, Inc. (“CCPT”) today jointly announced that ARCP has successfully completed its tender offer (the “Offer”) to purchase all of the outstanding shares of common stock of CCPT. The depositary for the Offer has advised ARCP that, as of the expiration of the Offer at 5:00 p.m., New York City time, on Friday, May 16, 2014, preliminary results indicated that a total of approximately 7,735,068 shares of CCPT common stock were validly tendered in the Offer and not withdrawn, representing approximately 77% of CCPT’s outstanding shares of common stock. ARCP, through a designated wholly owned subsidiary, will accept for payment in accordance with the terms of the Offer all shares that were validly tendered and not withdrawn prior to expiration of the Offer, and payment for such shares will be made promptly, in accordance with the terms of the Offer.

ARCP expects to effect a merger of its wholly-owned subsidiary with and into CCPT without a vote or meeting of CCPT’s stockholders as promptly as practicable. In the merger, each outstanding share of CCPT common stock not tendered and purchased in the Offer will be converted into the right to receive the same $7.25 per share price, without interest and less any applicable withholding taxes, that was paid in the Offer. As a result of the merger, CCPT will become a wholly-owned subsidiary of ARCP.

Proskauer Rose LLP and Venable LLP are acting as legal counsel to ARCP and Morris, Manning & Martin, LLP and Miles & Stockbridge P.C. are acting as legal counsel to CCPT in connection with the transaction.

Forward-Looking Statements

Information set forth in this press release (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 and CCPT’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 transactions contemplated by the merger agreement will be consummated, the benefits of the merger, future financial and operating results, ARCP’s plans, objectives, expectations and intentions and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to satisfy the conditions to completion of the merger; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; continuation or deterioration of current market conditions; future regulatory or legislative actions that could adversely affect the companies; the business plans of the tenants of the respective parties; the outcome of any legal proceedings relating to the merger or the merger agreement; and risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. Additional factors that may affect future results are contained in ARCP’s and CCPT’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website at www.sec.gov. ARCP and CCPT disclaim 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

EX-99.2

Exhibit 99.2

 

FOR IMMEDIATE RELEASE

American Realty Capital Properties Acquires Cole Credit Property Trust

Acquisition Unlocks Value for CCPT, the First Cole Capital Non-Traded REIT

Acquisition Made at GAAP Cap Rate of 9.29%, Cash Cap Rate of 8.16%

New York, New York, May 20, 2014 - American Realty Capital Properties, Inc. (NASDAQ: ARCP) (“ARCP” or the “Company”) announced today that it completed its acquisition of Cole Credit Property Trust, Inc. (“CCPT”), the first non-traded REIT offered by Cole Capital, the private capital management business of ARCP (“Cole Capital”). CCPT offered shares in a private offering that commenced in 2004, and CCPT remained in operation until the closing of the acquisition.

The Company’s acquisition follows the successful completion of ARCP’s tender offer (the “Offer”) for all of the outstanding shares of CCPT common stock for $7.25 per share, net to the seller in cash, without interest and less any applicable withholding taxes. When combined with the $5.57 per share average aggregate distributions received by CCPT stockholders through May 16, 2014, the $7.25 per share tender price equates to a total return of $12.82 per share, or an approximate premium of 28.2%. Approximately 77% of CCPT’s stockholders tendered their shares in the Offer and, in accordance with the merger agreement pertaining to the acquisition (the “Merger Agreement”), ARCP, through its wholly-owned subsidiary, Desert Acquisition, Inc. (“Merger Sub”), exercised its top-up option on May 19, 2014 pursuant to which it acquired an additional number of CCPT shares such that, following the exercise of the top-up option, Merger Sub owned one share more than 90% of the outstanding shares of CCPT. ARCP, through Merger Sub, then subsequently completed its acquisition of CCPT pursuant to a short-form merger on that same day, as permitted by applicable law.

Pursuant to the Merger Agreement and in connection with the closing of the acquisition of CCPT, ARCP will pay $7.25, less any applicable withholding taxes, in respect of each outstanding share of CCPT, regardless of whether the holder of such shares tendered their shares in the Offer. Such consideration will total approximately $73.1 million, exclusive of transaction and closing costs. Additionally, in connection with the closing of the acquisition, all holders of CCPT shares will receive unpaid distributions in the amount of $0.06 per share in respect of the period from April 1, 2014 through May 16, 2014.

The CCPT acquisition, which includes the addition of 39 properties to ARCP’s portfolio, was consummated at GAAP cap rate of 9.29% and a cash cap rate of 8.16%. Forty percent of the CCPT portfolio’s rental income is derived from investment grade or implied investment grade tenants, and the weighted average remaining lease term of the portfolio is 7.0 years.

Cole Capital Corporation acted as information agent with respect to the Offer. DST Systems, Inc. acted as depositary in connection with the Offer. Proskauer Rose LLP and Venable LLP acted as legal counsel to ARCP, and Morris, Manning & Martin, LLP and Miles & Stockbridge P.C. acted as legal counsel to CCPT in connection with the transaction.

About the Company

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) may contain “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, the Company's plans, market and other expectations, objectives, intentions 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