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): September 10, 2014 (September 9, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Lisa E. Beeson as President, Effective October 1, 2014

On September 9, 2014, the board of directors of American Realty Capital Properties, Inc. (the “Company”) appointed Lisa E. Beeson, the Company’s current Chief Operating Officer, as President, effective October 1, 2014. David S. Kay, the Company’s current President, will assume the role of Chief Executive Officer on that date. Ms. Beeson will retain her role as Chief Operating Officer of the Company as well. Ms. Beeson, 49, has served as Executive Vice President and Chief Operating Officer of the Company since November 2013. A description of Ms. Beeson’s background is contained in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 29, 2013 (the “October 29^th Form 8-K”). Ms. Beeson’s business experience and current compensation arrangements with the Company are described in the October 29th Form 8-K and the Company’s Definitive Proxy Statement filed with the SEC on April 29, 2014, and such information is incorporated by reference into this Current Report on Form 8-K in response to this Item 5.02.

There are no transactions involving Ms. Beeson that are reportable under Item 404(a) of Regulation S-K for the purposes of this Current Report on Form 8-K.

Resignation of Scott J. Bowman from Board of Directors

On September 9, 2014, Scott J. Bowman resigned from the board of directors of the Company, and accordingly resigned from the Company’s Compensation Committee, Audit Committee and Nominating and Corporate Governance Committee. Mr. Bowman notified the Company’s board of directors that he would be pursuing a new full-time career opportunity. Mr. Bowman’s resignation did not result from a disagreement with the Company and therefore disclosure under Item 5.02(a) of Form 8-K is not required.

Item 7.01. Regulation FD Disclosure.

Stockholder Memorandum Relating to Corporate Governance

On September 10, 2014, the Company issued a stockholder memorandum from Nicholas S. Schorsch, its Chairman and Chief Executive Officer, containing a message relating to corporate governance and leadership matters. A copy of the foregoing stockholder memorandum is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Such stockholder memorandum 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 Item 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.

Forward-Looking Statements

Information set forth in this Current Report on Form 8-K, including Exhibit 99.1, 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 governance changes 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 implement its proposed corporate governance changes in a timely manner and realize the benefits therefrom; the Company’s ability to realize the expected benefits from its leadership changes; changes in governance standards established by certain governance agencies; the impact of current and future regulation; changes in general economic or market conditions; and other factors included in the Company’s reports filed with the 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	Stockholder Memorandum dated September 10, 2014

SIGNATURE

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.
September 10, 2014	By:	/s/ Nicholas S. Schorsch
	Name:	Nicholas S. Schorsch
	Title:	Chief Executive Officer and
		Chairman of the Board of Directors

EX-99.1

 

  Continuing Success in Our Ongoing Efforts to Enhance Corporate Governance and Leadership   From the Desk of the Chairman & CEO Nicholas S. Schorsch

SHAREHOLDER MEMORANDUM ^:: September 10, 2014 NASDAQ: ARCP :: www.arcpreit.com

As we continue to focus on improving our corporate governance practices, I am more than pleased with our progress to date – our governance success has been instrumental in strengthening the relationship between our stockholders, our board and our management team.

Our leadership continues to harmonize its efforts as David Kay, Lisa Beeson, Brian Block, Rich Silfen and I have combined to drive American Realty Capital Properties, Inc.’s (“ARCP”) success by improving the balance sheet, accelerating our acquisition activity and maximizing our investor outreach program. David’s overall guidance during the last six months, assisted by Lisa and the rest of the management team, gives me the utmost confidence in ARCP’s future.

In my July stockholder letters, I announced several actions to enhance our corporate governance; we have delivered on all of these promises. We added Bruce Frank to our board of directors to further improve our board’s oversight of financial reporting – Bruce adds tremendous value to the company given his extensive skill set in this area. We improved our investor communication program by reaching out to our stockholders directly, establishing an upcoming Investor Day. Finally, we hired Mike Sodo to lead our financial reporting team and support our investor relations initiatives.

Today, I am excited to announce our continuing progress designed to augment our governance and leadership initiatives.

1. ARCP will add a new independent director to replace a 2013 legacy independent director. OnSeptember 9, 2014, Scott Bowman indicated to the board that he had decided to undertake a new full-time position.

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ARCP SHAREHOLDER MEMORANDUM    

Scott’s leadership and efforts on the board have been invaluable and we wish him well; this transition, however, is consistent with our prior announcements and the board is actively evaluating additional independent directors, as previously announced.

In respect of Scott Bowman’s departure from the ARCP board, Leslie Michelson, ARCP’s lead independent director, commented:

“Scott has chosen to pursue a new career path that will become his primary focus. We deeply appreciate his service during the past 18 months, during which time the company has experienced tremendous growth. We will now look to replace Scott’s leadership, knowledge and acumen with a new independent director.”

2.

Appointment of Lisa Beeson as President. Over the last year, Lisa Beeson has been instrumental in ourRed Lobster portfolio acquisition and the pending sales of our multi-tenant portfolio to Blackstone/DDR and Cole Corporate Income Trust, Inc. to Select Income REIT. Additionally, Lisa has been essential in overseeing the integration of our teams and portfolios, following our recent mergers. Therefore, in light of her outstanding leadership and considerable contributions, I wanted to announce the appointment of Lisa Beeson as President, effective October 1, 2014.

David Kay added the following regarding Lisa’s appointment as President: “I am delighted to recognize Lisa as my leadership partner as she becomes President in October. I have known Lisa and worked with her closely for quite a while and have always been impressed with her managerial and capital markets skills - her recent success in promoting the unity of our teams and fostering teamwork has furthered my appreciation for what she means to this company.”

We continue to focus on creating a best of class corporate governance structure and will continue to evaluate other measures to maximize shareholder value. My continued attention to corporate governance has allowed our management team, led by David, Lisa and Brian, to attend to the day-to-day operating responsibilities of ARCP. As October 1 approaches, I could not be more pleased with our accomplishments and excited about our future as a team and as a company.

Regards,

Nicholas S. Schorsch

Chairman & CEO, American Realty Capital Properties, Inc.

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