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): June 12, 2014 (June 11, 2014)
AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact Name of Registrant as Specified in
its Charter)
| Maryland |
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001-35263 |
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45-2482685 |
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(State or other jurisdiction
of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
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405 Park Avenue, 15th Floor,
New York, New York 10022 |
| (Address, including zip code, of Principal Executive Offices) |
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| (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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
American Realty Capital Properties, Inc. Enters into an Agreement
of Purchase and Sale to Dispose of Multi-Tenant Shopping Center Portfolio
On June 11, 2014, indirect subsidiaries (the
“Sellers”) of American Realty Capital Properties, Inc. (the “Company”) entered into an Agreement of
Purchase and Sale (the “Agreement”) with BRE DDR Retail Holdings III LLC (the “Purchaser”), an entity
indirectly jointly owned by affiliates of Blackstone Real Estate Partners VII L.P. and DDR Corp., by which the Sellers have
agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Sellers, a portfolio of 76 properties
(consisting of 67 multi-tenant shopping center properties and 9 single-tenant retail properties) and the adjacent land and
related property (the “Portfolio”). The Portfolio constitutes the same assets that the Company previously
announced it would spin off into a new real estate investment trust, American Realty Capital Centers, Inc. The contract
purchase price of the Portfolio is $1.975 billion. Such amount may be adjusted for customary real estate adjustments.
Properties may be excluded from the transaction in certain circumstances, in which case the purchase price will be reduced by
the portion of the purchase price allocated to the applicable properties. In connection with the execution of the
Agreement, the Purchaser deposited $50 million into escrow.
The Purchaser’s obligation to consummate the transaction
is subject to certain customary closing conditions, as well as the following: (i) the initial closing must include no less than
$1.775 billion of properties and five particular properties comprising a part of the Portfolio; (ii) the receipt of estoppel certificates
from certain tenants with respect to the properties to be purchased at the applicable closing; and (iii) lender consents shall
have been obtained or loan defeasances shall have occurred with respect to the encumbered properties in the Portfolio to be purchased
at the applicable closing.
The description of the Agreement contained in this Current Report
on Form 8-K is a summary and is qualified in its entirety by the terms of the Agreement. The Company will file the Agreement with
the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to its next Quarterly Report on Form 10-Q.
A copy of the press release announcing the foregoing is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
Information set forth in this Current Report
on Form 8-K contains “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934,
as amended), which reflect the Company’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 Agreement will be consummated, the Company’s plans, market and other expectations, objectives, 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 circumstance that could give rise to the termination of the Agreement; the inability to complete the disposition
of the Portfolio due to the failure to satisfy other conditions to completion of the disposition; unexpected costs or unexpected
liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; 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 Agreement or
the transactions contemplated by the Agreement; and risks to consummation of the closings provided for in the Agreement, including
the risk that the purchase and sale will not be consummated within the expected time period or at all. Additional factors that
may affect future results are contained in the Company’s filings with the SEC, which are available at the SEC’s website
at www.sec.gov. The Company disclaims any obligation to update and revise statements contained in these materials based on new
information or otherwise.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
| 99.1 |
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Press Release issued June 12, 2014 |
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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.
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AMERICAN REALTY CAPITAL PROPERTIES, INC. |
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| June 12, 2014 |
By: |
/s/ Nicholas S. Schorsch |
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Name: |
Nicholas S. Schorsch |
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Title: |
Chief Executive Officer and |
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Executive Chairman of the Board of Directors |
