8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1

TO

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 29, 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.

The disclosure under Item 7.01 of this Amended Current Report on Form 8-K/A (this “Amendment”) is referenced herein in its entirety.

Item 7.01. Regulation FD Disclosure.

On July 29, 2014, American Realty Capital Properties, Inc. (the “Company”) furnished a Current Report on Form 8-K (the “Initial Report”) to the U.S. Securities and Exchange Commission (the “SEC”) in which, in part, it issued quarterly supplemental information for the quarter ended June 30, 2014, attached as Exhibit 99.2 thereto. Exhibit 99.2 to the Initial Report included the Company’s Consolidated Balance Sheets (the “Original Balance Sheets”) as Page 7 therein. The Company is now filing this Amendment to replace in their entirety the Original Balance Sheets with those attached hereto as Exhibit 99.1 to conform the presentation therein with the Consolidated Balance Sheets contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the SEC on July 29, 2014. This Amendment should be read with the Initial Report and the updated Consolidated Balance Sheets attached hereto as Exhibit 99.1 shall replace the Original Balance Sheets in their entirety.

The information set forth in Items 2.02 and 7.01 hereto and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for 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 set forth in Items 2.02 and 7.01, including Exhibit 99.1, 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Updated Consolidated Balance Sheets

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN REALTY CAPITAL PROPERTIES, INC.
July 30, 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 

American Realty Capital Properties, Inc. 

Consolidated Balance Sheets

(in 000’s)

	June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013
ASSETS
Real estate investments, at cost:
Land	$	3,361,195		$	3,226,615		$	1,379,453		$	1,015,469		$	754,493
Buildings, fixtures and improvements	12,445,972			11,841,722			5,294,342			3,550,300			2,813,279
Land and construction in progress	62,594			40,459			22,230			—			—
Acquired intangible lease assets	2,231,675			2,209,747			759,786			550,396			431,953
Total real estate investments, at cost	18,101,436			17,318,543			7,455,811			5,116,165			3,999,725
Less: accumulated depreciation and amortization	(661,005		)	(422,355		)	(267,352		)	(179,103		)	(116,670		)
Total real estate investments, net	17,440,431			16,896,188			7,188,459			4,937,062			3,883,055
Investment in unconsolidated entities	102,047			105,775			—			—			—
Investment in direct financing leases, net	62,094			65,723			66,112			75,403			76,410
Investment securities, at fair value	219,204			213,803			62,067			9,480			78,002
Loans held for investment, net	97,587			98,185			26,279			—			—
Cash and cash equivalents	193,690			83,067			52,725			188,226			272,448
Restricted cash	69,544			55,559			35,881			1,680			1,576
Intangible assets, net	347,618			371,634			—			—			—
Deferred costs and other assets, net	405,056			294,694			279,261			138,485			135,068
Goodwill	2,304,880			2,287,122			96,720			—			—
Due from affiliates	73,336			8,550			—			—			—
Total assets	$	21,315,487		$	20,480,300		$	7,807,504		$	5,350,336		$	4,446,559
LIABILITIES AND EQUITY
Mortgage notes payable, net	$	4,227,494		$	4,234,668		$	1,301,114		$	272,015		$	272,042
Corporate bonds, net	2,546,089			2,545,884			—			—			—
Convertible debt, net	975,003			973,737			972,490			300,975			—
Credit facilities	1,896,000			2,415,800			1,969,800			1,310,000			600,000
Convertible obligation to Series C Convertible Preferred stockholders	—			—			—			449,827			445,000
Contingent value rights obligation to preferred and common investors	—			—			—			49,314			31,134
Other debt, net	146,158			148,809			104,804			—			—
Below-market lease liabilities, net	283,518			287,199			77,789			4,200			—
Accounts payable and accrued expenses	154,741			143,860			808,489			677,173			666,582
Deferred rent, derivative and other liabilities	218,023			195,826			40,207			12,090			8,256
Distributions payable	3,837			4,414			10,278			9,882			9,718
Due to affiliates	835			217			—			—			—
Total liabilities	10,451,698			10,950,414			5,284,971			3,085,476			2,032,732
Series D Preferred stock	269,299			269,299			269,299			—			—
Series F Preferred stock	427			427			422			422			430
Common stock	9,079			7,699			2,392			2,217			2,214
Additional paid-in capital	11,904,537			10,305,815			2,939,287			2,707,960			2,703,048
Accumulated other comprehensive income	12,392			13,397			7,666			4,885			7,582
Accumulated deficit	(1,628,354		)	(1,365,467		)	(864,516		)	(602,209		)	(447,677		)
Total stockholders’ equity	10,298,081			8,961,871			2,085,251			2,113,275			2,265,597
Non-controlling interests	296,409			298,716			167,983			151,585			148,230
Total equity	10,594,490			9,260,587			2,253,234			2,264,860			2,413,827
Total liabilities and equity	$	21,315,487		$	20,480,300		$	7,807,504		$	5,350,336		$	4,446,559