8-K 1 v393919_8k.htm FORM 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): November 12, 2014

 

AMERICAN REALTY CAPITAL PROPERTIES, INC.

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.

(Exact name of Registrant as specified in its charter)

 

_________________________

Maryland 001-35263 45-2482685
Delaware 333-197780 45-1255683
(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.

 

On November 12, 2014, American Realty Capital Properties, Inc. (“ARCP”) issued a press release which is attached hereto as Exhibit 99.1.

 

Forward-Looking Statements

 

Information set forth in this Current Report on Form 8-K (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, including the outcome of any legal proceeding that has been or may be instituted by or against ARCP and any of its affiliates relating to that certain equity purchase agreement between an affiliate of ARCP and RCS Capital Corporation (the “Purchase Agreement”), that could cause actual results to differ materially from those contained in the forward-looking statements. 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

 

Description

99.1   Press Release dated November 12, 2014

  

 
 

SIGNATURES

 

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

 

  AMERICAN REALTY CAPITAL PROPERTIES, INC.
   
 

 

By:

 

/s/ David S. Kay

  Name: David S. Kay
  Title: Chief Executive Officer

 

 

 

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.

 

By: American Realty Capital Properties, Inc., its sole general partner

   
  By: /s/ David S. Kay
  Name: David S. Kay
  Title: Chief Executive Officer

 

Date: November 12, 2014