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): July 8, 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, 15^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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 8, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release attached hereto as Exhibit 99.1 in which, in part, it announced certain results of operations for the fiscal quarter ended June 30, 2014, as described in Item 7.01 of this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

Stockholder Memorandum Relating to Corporate Governance

On July 8, 2014, the Company issued a stockholder memorandum from Nicholas S. Schorsch, its Chairman and Chief Executive Officer, containing a message relating to corporate governance matters.

Press Release Relating to the Company’s Announcement of Balance Sheet and Cole Capital Transaction Activity for the Second Quarter of 2014 and Second Quarter 2014 Earnings Release Date of July 29, 2014

On July 8, 2014, the Company announced balance sheet and Cole Capital transaction activity for the second quarter of 2014 and announced that it plans to issue its second quarter 2014 financial results before market open on Tuesday, July 29, 2014 and host its second quarter 2014 financial results conference call and webcast on that same day at 11:00 a.m. Eastern Time. The call will be conducted by David S. Kay, the Company’s President, Lisa E. Beeson, the Company’s Chief Operating Officer, and Brian S. Block, the Company’s Chief Financial Officer.

Copies of the foregoing press release and stockholder memorandum are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively. Such stockholder memorandum and press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, as applicable, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Forward-Looking Statements

Information set forth in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, contains “forward-looking statements” (as defined in Section 21E of the Exchange Act), 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 certain transactions and other matters 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 Company’s inability to achieve its transaction targets for its balance sheet and Cole Capital, including its inability to close on acquisitions at Cole Capital, such as pipeline acquisitions which are currently under executed and purchase sale agreements or executed letters of intent; the impact of current and future regulation; the impact of credit rating changes; the effects of competition; the ability to attract, develop and retain executives and other qualified employees; changes in general economic or market conditions; the impact of the Company’s proposed corporate governance changes; and other factors included in the Company’s reports filed with the U.S. Securities and Exchange Commission (“SEC”), particularly in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company's latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, each as filed with the SEC, as such Risk Factors may be updated from time to time in subsequent reports. The Company does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release  issued July 8, 2014
99.2	Stockholder Memorandum dated July 8, 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.
July 8, 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 Balance Sheet and Cole Capital Transaction Activity For The Second Quarter 2014 and Sets Earnings Release Date

ARCP maintains core acquisition strategy – $834.7 million acquired during Q2 2014, $1.9 billion year-to-date as of June 30, 2014, $4.2 billion closed and under contract for FY 2014

Actively manages portfolio – $96.4 million of assets disposed year-to-date as of June 30, 2014

Continues to refinance short-term duration and high cost, merger-related assumed debt – $282.2 million refinanced in Q2 2014,
$1.0 billion year-to-date as of June 30, 2014

Cole Capital 2014 equity raise and acquisitions tracking previously announced estimates

New York, New York, July 8, 2014 - American Realty Capital Properties, Inc. (NASDAQ: ARCP) (“ARCP”) announced today preliminary transaction activity as of June 30, 2014. ARCP also announced that it will release its second quarter financial results on Tuesday, July 29, 2014 prior to market open and will host a conference call and webcast on that same day at 11:00 a.m. Eastern Time to discuss such financial results.

“These results are consistent and in-line with our stated strategy and forecast of self-originated acquisitions on a granular basis,” stated David S. Kay, President of ARCP. “With our 2014 acquisitions closed and under contract for the balance sheet, we are only approximately $300 million away from meeting our $4.5 billion target. Based on the combined acquisition volume for our balance sheet and Cole Capital of approximately $6.1 billion for the first half of the year, we believe we can acquire an additional $3.0 billion in the second half of 2014 on behalf of the Cole Capital managed funds, thereby meeting our 2014 goals. We are actively managing our balance sheet by disposing non-core assets, refinancing near-term, high-cost maturities and continuing our strategy of match funding. Our team is very focused on the execution of our strategy and commitments laid out in our June 20^th letter to stockholders.”

 

 

Second Quarter 2014 Conference Call Details

ARCP will be hosting its second quarter 2014 conference call on Tuesday, July 29, 2014 at 11:00 a.m. ET. David S. Kay, President, Lisa E. Beeson, Chief Operating Officer, and Brian S. Block, Chief Financial Officer, will conduct the call. Conference call details are as follows:

Live Conference Call and Webcast Details*

Domestic Dial-In Number: 1-888-317-6003

International Dial-In Number: 1-412-317-6061

Canada Dial-In Number: 1-866-284-3684

Conference ID: 0613219

Webcast: http://arcpreit.com/Q22014EarningsCall

*Participants should dial in 10-15 minutes early.

Conference Call Replay Details

Domestic Dial-In Number: 1-877-344-7529

International Dial-In Number: 1-412-317-0088

Canada Dial-In Number: 1-855-669-9658

Conference ID: 10049338

Date Available: July 29, 2014 (one hour after the end of the conference call) to August 13, 2014

About the Company

ARCP is a self-managed publicly traded real estate investment trust, organized as a 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.

Forward-Looking Statements

The statements in this press release that are not historical facts may be forward-looking statements. These forward looking statements involve substantial risks and uncertainties. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements ARCP makes. Forward-looking statements may include, but are not limited to, statements regarding stockholder liquidity and investment value and returns. The words “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “may,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that might cause such differences include, but are not limited to: ARCP’s inability to achieve its transaction targets for its balance sheet and Cole Capital, including its inability to close on acquisitions at Cole Capital, such as pipeline acquisitions which are currently under executed purchase and sale agreements or executed letters of intent; the impact of current and future regulation; the impact of credit rating changes; the effects of competition; the ability to attract, develop and retain executives and other qualified employees; changes in general economic or market conditions; and other factors included in our reports filed with the U.S. Securities and Exchange Commission (“SEC”), particularly in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of ARCP's latest Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q, each as filed with the SEC, as such Risk Factors may be updated from time to time in subsequent reports. ARCP does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts
Jamie Moser / Jonathan Keehner	Brian S. Block, CFO, Treasurer, Secretary and EVP
Joele Frank	American Realty Capital Properties, Inc.
Ph: 212-355-4449	bblock@arcpreit.com
	Ph: 212-415-6500

EX-99.2

 

In my June 20 letter to the stockholders of American Realty Capital Properties, Inc. (“ARCP”), I focused on transitioning the helm of ARCP’s leadership to David Kay as he becomes CEO on October 1, 2014, as well as our ongoing efforts to enhance corporate governance. I also presented five key commitments to guide our actions for the remainder of 2014. Today, I am announcing the following actions designed to further enhance our corporate governance practices and facilitate execution of our pledge to build long-term value for you, our valued stockholders. 1. Mutual termination of our existing investment banking relationship with RCS Capital. In light of our decision not to engage in additional merger activity or equity raises during the remainder of 2014, we have negotiated a mutual release from our investment banking relationship with RCS Capital with no “tails” and at no cost to either side. This release will free RCS Capital and its management team to conduct and grow RCS Capital’s sector-leading investment advisory services with other parties. We appreciate RCS Capital’s dedication and service over the years as we have transformed our company, as well as their cooperation in this matter. 2. Improved corporate governance. Consistent with their long-standing dedication to our company and our stockholders, ARCP’s independent directors have undertaken to continue to improve our corporate governance by eliminating their presence on the boards of any non-traded real estate investment trusts (“REITs”) sponsored by American Realty Capital in order to enhance their focus on ARCP.* These actions demonstrate our commitment to corporate governance. »» Leslie Michelson, ARCP’s lead independent director, will resign from his position on the board of ARC Realty Finance Trust, Inc. He will remain on the board of NASDAQ-traded American Realty Capital Healthcare Trust, Inc. until completion of its previously announced merger with Ventas, Inc. (NYSE: VTR), expected to occur during the third or fourth quarter of 2014. »» Scott Bowman will remain as an independent director on our Board. He has agreed to resign from his positions on the boards of American Realty Capital Global Trust, Inc. (“ARC Global”) and New York Stock Exchange-traded New York REIT, Inc. (“NYRT”). »» William Stanley will remain as an independent director on our Board. He has agreed to resign from his position on the board of American Realty Capital – Retail Centers of America, Inc. (“ARC Retail”). Given the different investment strategy, he will remain as the lead independent director of New York Stock Exchange-traded NYRT. »» Hon. Edward Rendell will remain as an independent director on our Board. He has agreed to resign from his positions on the boards of ARC Retail and ARC Global. »» Brian Block, our CFO, will resign from the board of RCS Capital Corporation (NYSE: RCAP). 3. Governance and strategic leadership. As we execute on our commitment to greater clarity and transparency, we are providing enhanced governance and strategic leadership to ARCP by expanding our Board with two additional members. »» Bruce Frank has agreed to serve as an additional independent director of ARCP. Bruce’s reputation as a leader, and his experience in real estate, financial reporting, public company accounting practices and oversight, positions him to be a valueadded member of our Board. A former senior partner in the Real Estate Group of Ernst & Young LLP, Bruce brings more than 30 years of experience providing services to the real estate sector. He is a CPA and a member of the American Institute of Certified Public Accountants, the New York State Society of Public Accountants and the New Jersey State Society of Public Accountants. Bruce also serves as a member of the Advisory Board of the NYU Real Estate Institute, the Pension Real Estate Association, the National Council of Real Estate Investment Fiduciaries and the National Association of Real Estate Investment Trusts. He is also a member of the highly respected REIS Council. »» David Kay also will join our Board at the same time as he transitions into ARCP’s CEO role on October 1. These further improvements to our corporate governance and additions to our strategic leadership enhance our positioning to create long-term value for all stockholders. Regards, Nicholas S. Schorsch Chairman & CEO, American Realty Capital Properties, Inc. STOCKHOLDER MEMORANDUM :: Tuesday, July 8, 2014 NASDAQ: ARCP :: www.arcpreit.com Enhancing Corporate Governance From the Desk of the Chairman & CEO *All resignations will be conducted as soon as practicable, in accordance with applicable public company requirements and will provide the other boards sufficient time to find suitable replace