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

Date of Report (date of earliest event reported): May 22, 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, 15^th 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.

Press Release Relating to June 2014 Dividends

As previously disclosed, the board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, an annualized common stock dividend of $1.00 per share per annum to be paid monthly to holders of common stock of record at the close of business on the 8^th day of each month, payable on the 15^th day of such month (or the respective business days immediately preceding such dates). Accordingly, on June 13, 2014, the Company will pay a distribution of $0.0833333 per share to holders of common stock of record at the close of business on June 6, 2014.

Additionally, the Company will pay a monthly dividend to holders of its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), in respect of the period commencing May 15, 2014 through June 14, 2014, on June 16, 2014. Holders of Series F Preferred Stock on June 1, 2014 will be eligible to receive such dividend. The dividend for the Series F Preferred Stock accrues daily on a 360-day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30-day month.

A copy of the press release, dated May 22, 2014, announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Press Release Relating to Underwriters’ Full Exercise of 18.0 Million Share Option in Company’s 120.0 Million Share Follow-on Offering of Common Stock

On May 22, 2014, the Company issued a press release announcing that the underwriters in its 120.0 million share follow-on offering of common stock exercised the 18.0 million share option available to them in full. A copy of such press release announcing the foregoing is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release Relating to June 2014 Dividends, Issued May 22, 2014
99.2	Press Release Relating to Exercise of Option, Issued May 22, 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.
Date: May 22, 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 Monthly Common Stock and Series F Preferred Stock Dividends for June 2014

New York, New York, May 22, 2014 — American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: “ARCP”) announced today that, pursuant to the prior authorization of its board of directors, ARCP has declared an annualized common stock dividend of $1.00 per share to be paid monthly to holders of common stock of record at the close of business on the 8^th day of each month, payable on the 15^th day of such month (or the respective business days immediately preceding such dates). Accordingly, on June 13, 2014, ARCP will pay a distribution of $0.0833333 per share to holders of common stock of record at the close of business on June 6, 2014.

Additionally, ARCP will pay a monthly dividend to holders of its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), in respect of the period commencing May 15, 2014 through June 14, 2014, on June 16, 2014. Holders of Series F Preferred Stock on June 1, 2014 will be eligible to receive such dividend. The dividend for the Series F Preferred Stock accrues daily on a 360-day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30-day month.

About ARCP

ARCP is a self-managed publicly traded real estate investment trust, organized as a corporation in Maryland, 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, market and other expectations, objectives, intentions and any expectations with respect to estimates of growth. 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

EX-99.2

FOR IMMEDIATE RELEASE

American Realty Capital Properties Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares

New York, New York, May 22, 2014 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) announced today that the underwriters for its previously announced public offering of 120,000,000 shares of its common stock, par value $0.01 per share, that priced on Wednesday, May 21, 2014, have fully exercised their option to purchase an additional 18,000,000 newly issued shares of common stock, at a price of $12.00 per share (before underwriting discounts and commissions). The offering, including the option shares, is expected to close on Wednesday, May 28, 2014, subject to the satisfaction of customary closing conditions.

As a result, ARCP will issue a total of 138,000,000 shares in the offering and expects to receive total net proceeds of approximately $1.59 billion, after deducting underwriting discounts, commissions and estimated expenses. 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 are acting 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 prospectus supplement and other related documents. Copies of the applicable 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 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.

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