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 21, 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, 15th 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.

Press Release Relating to Launch of 100.0 Million Share Common Stock Offering

On May 21, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing the the launch of a 100.0 million share common stock offering, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. Such offering grants the underwriters a 30-day option to purchase an additional 15.0 million shares of commons stock.

Press Release Relating to the Company’s Intention to Sell its Multi-Tenant Shopping Center Portfolio

On May 21, 2014, the Company issued a press release relating to its intention to sell its multi-tenant shopping center portfolio to Blackstone Real Estate Partners VII (“Blackstone”), which is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein. The Company has entered into a letter of intent to sell its multi-tenant shopping center portfolio to Blackstone and expects to finalize definitive documentation with Blackstone with respect to the sale in the next 30 days. The properties included in this portfolio are the same properties the Company previously announced would be spun off into American Realty Capital Centers, Inc.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release Relating to Launch of Offering Issued on May 21, 2014
99.2	Press Release Relating to Sale of the Company’s Multi-Tenant Shopping Center Portfolio Issued on May 21, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 21, 2014	By: /s/ Nicholas S. Schorsch
	Nicholas S. Schorsch
	Chief Executive Officer and Chairman of the Board of Directors

EX-99.1

FOR IMMEDIATE RELEASE

American Realty Capital Properties Launches an Offering of 100,000,000 Shares of its Common Stock

New York, New York, May 21, 2014 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) announced today that it has commenced a public offering of 100,000,000 shares of its common stock. ARCP expects to grant the underwriters a 30-day option to purchase up to 15,000,000 additional shares of common stock.

ARCP intends to use the net proceeds of the offering (a) to repay outstanding indebtedness under its existing credit facility and (b) for other general corporate purposes. Amounts repaid under such credit facility may, subject to the satisfaction of customary draw conditions, be reborrowed by ARCP at any time, including to fund acquisitions consistent with ARCP’s acquisition strategy.

BofA Merrill Lynch, Citigroup, Barclays, J.P. Morgan, Capital One Securities, Credit Suisse, Deutsche Bank Securities and Wells Fargo Securities will act as joint bookrunners for the offering.

The shares of common stock will be issued pursuant to an effective registration statement previously filed with the Securities and Exchange Commission on Form S-3 and available for review on the Securities and Exchange Commission's website at www.sec.gov. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer of the securities will be made only by means of a prospectus, forming a part of the effective registration statement, the applicable preliminary prospectus supplement and other related documents. Copies of the applicable preliminary prospectus supplement and the accompanying base prospectus related to the common stock offering may be obtained, once filed, from BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038, or by emailing dg.prospectus_requests@baml.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-800-831-9146; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY, 11717, Telephone: (888) 603-5847, or by emailing barclaysprospectus@broadridge.com; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (866) 803-9204. 

About ARCP

ARCP is a 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.

Important Notice

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words.

Contacts

Anthony J. DeFazio	Brian S. Block, EVP, CFO, Treasurer and Secretary
DDCWorks	American Realty Capital Properties, Inc.
tdefazio@ddcworks.com	bblock@arcpreit.com
Ph: (484-342-3600)	Ph: (212-415-6500)

EX-99.2

FOR IMMEDIATE RELEASE

American Realty Capital Properties Announces Intention to Sell Multi-Tenant Shopping Center Portfolio to Blackstone

ARCP to Recycle Capital from its Multi-Tenant Business to Fund Purchase of Red Lobster Portfolio

ARCP Increases 2014 Acquisitions Target to $4.5 Billion

New York, New York, May 21, 2014 - American Realty Capital Properties, Inc. (NASDAQ: ARCP) (“ARCP” or the “Company”) announced today that it intends to sell substantially all its multi-tenant shopping center portfolio for $1.975 billion in cash to affiliates of Blackstone Real Estate Partners VII (“Blackstone”). ARCP has entered into a letter of intent to sell its multi-tenant shopping center portfolio to Blackstone and expects to finalize definitive documentation with Blackstone with respect to the sale in the next 30 days. The Company then would use the proceeds from this sale to fund its recently announced Red Lobster sale-leaseback transaction. The properties included in this portfolio are the same properties ARCP previously announced would be spun off into American Realty Capital Centers, Inc.

As announced last week, with the acquisition of the $1.5 billion Red Lobster real estate portfolio via sale-leaseback, ARCP would meet its previously announced acquisition goal for 2014 of $3.0 billion, well ahead of year-end. As a result, the Company is increasing its self-originated acquisitions target for the full-year 2014 to $4.5 billion.

Nicholas S. Schorsch, Executive Chairman and Chief Executive Officer of ARCP, noted, “The previously announced spin-off of our multi-tenant portfolio created visibility and optionality for ARCP in connection with its multi-tenant assets. Thus, we were able to explore various avenues to create stockholder value during the time we prepared for the spin-off. We now believe the sale of the multi-tenant portfolio will deliver the best value creation option to our shareholders and serve to enhance the clarity of our single-tenant, net lease investment strategy, further simplifying and rationalizing our business plan.”

David S. Kay, President of ARCP, added, “We continued to look at options to create stockholder value through a disposition of our multi-tenant assets, and we believe that through the sale to Blackstone of the multi-tenant shopping center portfolio, we have accomplished this. This sale will allow us to acquire what in our view are the 500 best Red Lobster stores profitably by selling our multi-tenant portfolio at a cap rate that is more than100 basis points lower than the 7.9% cash cap rate for the Red Lobster portfolio.”

The sale is subject to the execution of definitive documentation, which will contain customary closing conditions. The purchase of Red Lobster is also subject to certain closing conditions.

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, including the potential sale of its multi-tenant shopping center business and the consummation of the Red Lobster acquisition. 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