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): October 20, 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, 15th 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 Multi-Tenant Shopping Center Portfolio Disposition
On October 20, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that it had completed the sale of its multi-tenant shopping center portfolio for $1.93 billion to a joint venture (the “Joint Venture”) between affiliates of Blackstone Real Estate Partners VII and DDR Corp. Additionally, the Company entered into a letter of intent with an unrelated third party to sell five multi-tenant properties for $52.8 million bringing total sale proceeds to $1.979 billion. The transaction simplified the Company’s business model, allowing it to focus solely on its single-tenant, net lease investment strategy.
A copy of the press release, dated October 20, 2014, announcing the sale of the Company’s multi-tenant shopping center portfolio to the Joint Venture is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Press Release Relating to November 2014 Dividends
As previously disclosed, the board of directors of 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 8th day of each month, payable on the 15th day of such month. Accordingly, on November 14, 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 November 7, 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 October 15, 2014 through November 14, 2014, on November 17, 2014. Holders of Series F Preferred Stock on November 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 October 20, 2014, announcing the Company’s November 2014 dividends is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release Relating to Multi-Tenant Shopping Center Portfolio Disposition, Dated October 20, 2014 | |
99.2 | Press Release Relating to November 2014 Dividends, Dated October 20, 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. | ||
Date: October 20, 2014 |
By: |
/s/ David S. Kay |
Name: | David S. Kay | |
Title: | Chief Executive Officer and Director |
FOR IMMEDIATE RELEASE
American Realty Capital Properties
Completes Sale of Multi-Tenant Shopping Center Portfolio for
$1.93 Billion to Blackstone-DDR Joint Venture
ARCP Enters into LOI to Sell Five Additional Multi-Tenant Properties for $52.8 Million for
Total Sale Proceeds of $1.979 Billion
Transaction Simplifies ARCP Business Model with Sole Focus as Net Lease Company
New York, New York, October 20, 2014 — American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: “ARCP”) announced today it completed the sale of substantially all of its multi-tenant shopping center portfolio for approximately $1.93 billion to a joint venture (the “Joint Venture”) between affiliates of Blackstone Real Estate Partners VII (“Blackstone”) and DDR Corp. (NYSE: “DDR”). Additionally, ARCP entered into a Letter of Intent (“LOI”) with an unrelated third party to sell five multi-tenant properties for $52.8 million bringing total sale proceeds to $1.979 billion.
“With the sale of our multi-tenant properties, we continue to focus on reducing complexity while strengthening the ARCP story as the leading, solely-focused net lease REIT,” said David S. Kay, Chief Executive Officer of ARCP. “The disposition to Blackstone and DDR provides approximately $1.34 billion of net proceeds that will be used to reduce leverage by paying down our line of credit as we look towards additional options to further term-out our debt.”
The high-quality, well-located portfolio of power centers, grocery-anchored neighborhood centers and anchored community centers acquired by the joint venture includes 71 properties totaling approximately 11.3 million square feet in 25 states. The disposition of the remaining five properties is expected to close by the end of the year, subject to customary closing conditions.
“This strategic disposition eliminates approximately $550 million of secured debt, improves our portfolio occupancy and weighted average lease term, reduces capital expenditures and streamlines our property operations,” highlighted Lisa E. Beeson, President and Chief Operating Officer of ARCP. “We believe this transaction immediately improves our portfolio and drives long-term value for our shareholders while focusing on our single-tenant, net lease investment strategy.”
About ARCP
ARCP is a leading, self-managed commercial real estate investment trust (“REIT”) focused on investing in single tenant freestanding commercial properties subject to net leases with high credit quality tenants. ARCP owns approximately 4,400 properties totaling 99.1 million square feet of leasable space. Additionally, ARCP acquires and manages assets on behalf of the Cole Capital® non-traded REITs, managing nearly $30 billion of high-quality real estate located in 49 states, as well as Washington D.C., Puerto Rico and Canada. ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market. Additional information about ARCP can be found on its website at www.arcpreit.com. ARCP may disseminate important information regarding it and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.
Forward-Looking Statements
Information set forth herein (including information included or incorporated by reference herein) may contain “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, the Company’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts, including its ability to realize the benefits of the sale of its multi-tenant shopping center business to the Joint Venture and its ability to further lengthen the average maturity on its overall debt. Additional factors that may affect future results are contained in ARCP’s filings with the U.S. Securities and Exchange Commission (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: | |
John Bacon, Vice President, Marketing | Brian S. Block, CFO, Treasurer, Secretary and EVP |
American Realty Capital Properties, Inc. | American Realty Capital Properties, Inc. |
602.778.6057 | jbacon@arcpreit.com | 212.415.6500 |
Jamie Moser/Jonathan Keehner
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449
FOR IMMEDIATE RELEASE
American Realty Capital Properties
Announces Monthly Common Stock and Series F Preferred Stock Dividends for November 2014
New York, New York, October 20, 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 8th day of each month, payable on the 15th day of such month. Accordingly, on November 14, 2014, ARCP will pay a distribution of $0.0833333 per share to holders of common stock of record at the close of business on November 7, 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 October 15, 2014 through November 14, 2014, on November 17, 2014. Holders of Series F Preferred Stock on November 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 leading, self-managed commercial real estate investment trust (“REIT”) focused on investing in single tenant freestanding commercial properties subject to net leases with high credit quality tenants. ARCP owns approximately 4,400 properties totaling 99.1 million square feet of leasable space. Additionally, ARCP acquires and manages assets on behalf of the Cole Capital® non-traded REITs, managing nearly $30 billion of high-quality real estate located in 49 states, as well as Washington D.C., Puerto Rico and Canada. ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market. Additional information about ARCP can be found on its website at www.arcpreit.com. ARCP may disseminate important information regarding it and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.
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 U.S. Securities and Exchange Commission (“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: | |
John Bacon, Vice President, Marketing | Brian S. Block, CFO, Treasurer, Secretary and EVP |
American Realty Capital Properties, Inc. | American Realty Capital Properties, Inc. |
602.778.6057 | jbacon@arcpreit.com | 212.415.6500 |
Jamie Moser/Jonathan Keehner | |
Joele Frank, Wilkinson Brimmer Katcher | |
212.355.4449 |
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