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 18, 2014 (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, 15^th 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 1.01. Entry into a Material Definitive Agreement.

On November 12, 2014, American Realty Capital Properties, Inc. (the “Parent”) and ARC Properties Operating Partnership, L.P., as the borrower (the “Company”), entered into a Consent and Waiver Agreement and First Amendment to Credit Agreement (the “Waiver and Amendment”) with respect to their existing Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of June 30, 2014, by and among the Parent, the Company, the lenders party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”).

The Waiver and Amendment, among other things, (i) modified certain financial covenants in the Credit Agreement relating to the Company’s ratio of consolidated total indebtedness to total asset value and the Company’s ratio of consolidated unsecured indebtedness to unencumbered asset value to remove the “covenant holiday” that would be available to the Company upon the consummation of a material acquisition, (ii) implemented additional financial covenants requiring the Company to maintain a minimum unencumbered asset value of $10.5 billion and restricting the Company from holding more than $125 million of unrestricted cash constituting proceeds of loans under the Credit Agreement and (iii) reduced the aggregate commitments in respect of the dollar-denominated revolving credit facility from $3.2 billion to $2.55 billion, resulting in a reduction in total facility size from $4.65 billion to $4.0 billion (borrowings under which remain subject to customary conditions, as well as additional limitations on borrowings imposed pursuant to the Consent and Waiver and described below).

On October 29, 2014, the Parent filed a Current Report on Form 8-K (the “October 8-K”) announcing, among other things, that its audit committee had concluded, based on the preliminary findings of an investigation, that the previously issued financial statements and other financial information contained in certain public filings by the Parent should no longer be relied upon and that its chief accounting officer and its chief financial officer had resigned. Pursuant to the Waiver and Amendment, the Lenders waived, on a conditional basis, certain potential defaults or events of default that may have arisen or may have been deemed to have arisen from the matters disclosed in the October 8-K, provided that the Company must, by January 5, 2015, deliver restated financial statements of the Parent for the fiscal quarters ended March 31, 2014 and June 30, 2014, and certain additional certifications with respect thereto and with respect to the financial statements of the Parent for the fiscal year ended December 31, 2013. The Waiver and Amendment also provides the Company with an extension for delivery of the Parent’s financial statements for the fiscal quarter ended September 30, 2014, provided that such financial statements must be delivered by the earlier of (i) five days following the date the Parent files its Quarterly Report on Form 10-Q for such period with the United States Securities and Exchange Commission (the “Commission”) and (ii) January 5, 2015.

Until the date that the financial statements and other deliverables described in the immediately preceding paragraph are delivered, the aggregate outstanding loans under the Credit Agreement may not exceed $3.6 billion and the Company is subject to certain limitations with respect to the use of proceeds of any loans made during such period. In addition, during such period, the Company has agreed to provide, at the request of the Administrative Agent, certain additional financial projections.

The description above of the Waiver and Amendment is qualified in its entirety by reference to the complete text of the Waiver and Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 12, 2014, the Parent received a notification letter (the “Letter”) from the NASDAQ Listing Qualifications Department (“NASDAQ”) stating that because the Parent has not yet filed its Quarterly Report on Form 10-Q for the period ended September 30, 2014 (the “Form 10-Q”) with the Commission, it was not in compliance with the continued listing requirements under NASDAQ Listing Rule 5250(c)(1). The Parent has also received, and will cooperate with, a letter (the “NASDAQ Information Request”) from NASDAQ requesting certain information relating to the matters described in the October 8-K.

Pursuant to the Letter, the Parent must submit a plan to NASDAQ to regain compliance with the applicable NASDAQ Listing Rule. The Letter states that the Parent has 60 calendar days from November 12, 2014 to submit to NASDAQ a plan to regain compliance with the NASDAQ Listing Rules. The Parent intends to submit a plan to regain compliance within the 60-day period. If NASDAQ accepts the Parent’s plan, then NASDAQ may grant the Parent an extension of up to 180 calendar days from the Form 10-Q’s initial due date, or until May 11, 2015, to regain compliance with NASDAQ’s Listing Rules. The Letter has no immediate effect on the listing or trading of the Parent’s common stock, par value $0.01 per share, or 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share, on the NASDAQ Global Select Market.

On November 18, 2014, the Parent issued a press release disclosing the receipt of the Letter, as required by NASDAQ Listing Rule 5810(b), a copy of which press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference as if fully set forth herein.

Item 7.01. Regulation FD Disclosure.

The following information is being provided under Item 7.01 Regulation FD Disclosure in this Current Report on Form 8-K: a transcript, attached as Exhibit 99.2 hereto, from the Parent’s November 14, 2014 investor call discussing the Parent’s press release and Form 8-K filing from earlier that day. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

On November 13, 2014, the Parent received a subpoena, as expected, from the Commission requesting the production of certain documents and communications that relate to, among other things, the matters described in the October 8-K. The Parent will cooperate with the Commission.

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 the Parent’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors, including Parent’s ability to deliver its third quarter 2014 financial statements to the lenders under its unsecured credit facility by January 5, 2015 and therefore meet its borrowing obligations under such facility, which could cause actual results to differ materially from those contained in the forward-looking statements, and its ability to respond in a timely, and satisfactory matter, to the inquiries and subpoenas by NASDAQ and the Commission. Additional factors that may affect future results are contained in the Parent’s filings with the Commission, which are available at the Commission’s website at www.sec.gov. The Parent 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
10.1	Consent and Waiver Agreement and First Amendment to Credit Agreement, dated as of November 12, 2014 by and among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent
99.1	Press Release issued November 18, 2014
99.2	Transcript from the November 14, 2014 investor call

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 18, 2014

EX-10.1

Exhibit 10.1

EXECUTION COPY

CONSENT AND WAIVER AGREEMENT AND
FIRST AMENDMENT TO CREDIT AGREEMENT

THIS CONSENT AND WAIVER AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of November 12, 2014 among ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (the “Borrower”), AMERICAN REALTY CAPITAL PROPERTIES, INC. (the “Parent”), the “Lenders” (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Parent and the financial institutions from time to time party thereto (each, a “Lender” and collectively, the “Lenders”) are parties to that certain Amended and Restated Credit Agreement, dated as of June 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower and the Parent have informed the Lenders that as a result of events more particularly described in the Parent’s Current Report on Form 8-K filed with the SEC on October 29, 2014 (without modification or supplement, the “Initial 8-K”), the Audit Committee of the Parent’s Board of Directors (the “Audit Committee”) has concluded that (a) the previously issued audited consolidated financial statements and other financial information contained in the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “2013 Audited Report”), (b) the previously issued unaudited financial statements and other financial information contained in the Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2014 (the “1Q14 Unaudited Report”) and June 30, 2014 (the “2Q14 Unaudited Report”), and (c) the Company’s earnings releases and other financial communications for these periods (collectively with the 2013 Audited Report, the 1Q14 Unaudited Report and the 2Q14 Unaudited Report, the “Prior Financial Information”), should no longer be relied upon;

WHEREAS, the Borrower and the Parent have informed the Lenders that the Audit Committee and the Audit Committee’s independent advisors are working to determine the adjustments required to be made to the Prior Financial Information and, upon completion of such process, will restate the Prior Financial Information (collectively, the “Replacement Financial Information”) and amend the Parent’s prior periodic filings with the SEC to the extent required;

WHEREAS, pursuant to Section 8.7 of the Credit Agreement, the Borrower and the Parent are required to keep proper books of record and account in which entries that are, in all material respects, full, true and correct shall be made of all financial dealings and transactions in relation to its business and assets;

WHEREAS, a Default or Event of Default may exist or arise under Section 11.1(b) of the Credit Agreement as a result of the potential failure by the Parent and the Borrower to keep entries that are, in all material respects, full, true and correct as required by Section 8.7 in connection with the Prior Financial Information (the “Books and Records Potential Default”);

WHEREAS, pursuant to Section 9.1 of the Credit Agreement, unaudited consolidated financial statements of the Parent must be certified by a Responsible Officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent and its Subsidiaries as at the date thereof and the results of operations for such period (subject to the absence of footnotes and normal year-end audit adjustments), and accompanied by a Compliance Certificate delivered pursuant to Section 9.3 of the Credit Agreement;

WHEREAS, a Default or Event of Default may exist or arise under Section 11.1(b) of the Credit Agreement in respect of Sections 9.1 and 9.3 of the Credit Agreement for the fiscal quarter ended June 30, 2014 due to the fact that the 2Q14 Unaudited Report should no longer be relied upon (the “2Q14 Unaudited Report Potential Default”);

WHEREAS, the Parent and the Borrower have made, or have been deemed to make, from time to time the representations and warranties set forth Sections 7.1(k) and (t) of the Credit Agreement with respect to the accuracy of all or a portion of the Prior Financial Information as and when required by the Loan Documents (collectively, the “Financial Information Representations”), including pursuant to (i) Section 6.1 in connection with the initial Credit Event, (ii) Section 6.2 in connection with additional Credit Events, (iii) Sections 2.10 and 2.11 in connection with the conversion and continuation of Loans, (iv) Section 2.17 in connection with an increase of the Dollar Tranche Revolving Commitments and (v) the delivery of each Compliance Certificate (any date on which representations and warranties are made or deemed made, a “Representation Date”);

WHEREAS, a Default or Event of Default may exist or arise under Section 11.1(c) of the Credit Agreement as a result of the potential for any written Financial Information Representations to have been incorrect or misleading in any material respect when made or deemed made on one or more Representation Dates (the “Financial Information Representations Potential Defaults”, and together with the Books and Records Potential Default and the 2Q14 Unaudited Report Potential Default, the “Specified Potential Defaults”);

WHEREAS, additional related Defaults or Events of Default may exist or arise (i) under Section 11.1(c) of the Credit Agreement in the event that any representation or warranty made or deemed made as to the absence of a Default or Event of Default under the Loan Documents was incorrect in any material respect on any Representation Date, in any such case solely as a result of the existence of the Specified Potential Defaults on such Representation Date; (ii) under Section 11.1(b)(i) of the Credit Agreement due to the failure to notify the Administrative Agent of any of Specified Potential Default as required by Section 9.4(h) of the Credit Agreement; or (iii) under Section 11.1(b) of the Credit Agreement due to the taking of any action conditioned upon the absence of a Default or Event of Default solely due to the presence of a Specified Potential Default at such time (collectively, the “Related Potential Defaults”);

WHEREAS, Section 9.1 of the Credit Agreement requires that the Loan Parties provide to the Administrative Agent certain unaudited consolidated financial statements as described therein for the fiscal quarter ended September 30, 2014 (the “3Q14 Unaudited Reports”), together with a Compliance Certificate, within five (5) days after the 3Q14 Unaudited Reports are required to be filed with the SEC (but no later than forty-five (45) days after such quarter end);

WHEREAS, the Borrower and the Parent have requested that the Lenders consent to a one-time extension (the “Specified Extension”) of the period set forth in Section 9.1 of the Credit Agreement for delivery of the 3Q14 Unaudited Reports and the related Compliance Certificate to the earlier of (i) within five (5) days following the date the Parent files its Form 10-Q with the SEC for the fiscal quarter period ended September 30, 2014 and (ii) January 5, 2015 (the “3Q14 Unaudited Report Due Date”);

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WHEREAS, the Borrower and the Parent have requested the Lenders to waive any and all Specified Potential Defaults and Related Potential Defaults and to consent to the Specified Extension; and

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.          Waiver.

(a)          Waiver of Specified Potential Defaults and Related Potential Defaults. Subject to the occurrence of the Effective Date, the Requisite Lenders and the Requisite Revolving Lenders (in connection with the waiver of any conditions precedent set forth in Section 6.2 of the Credit Agreement) waive, solely in respect of the matters expressly set forth in the Initial 8-K, (x) any and all Specified Potential Defaults and Related Potential Defaults to the extent now existing or hereafter arising and (y) any requirement that Borrower make any representations and warranties after the date hereof as to any Prior Financial Information; provided, that the waiver and agreements set forth in this paragraph (a) shall terminate on January 5, 2015 unless on or prior to such date the Parent shall have delivered to the Administrative Agent the following (collectively, the “Financial Information Deliverables”):

(i)          the Replacement Financial Information in respect of the 1Q14 Unaudited Reports and the 2Q14 Unaudited Reports, which Replacement Financial Information shall be certified by a Responsible Officer of the Parent to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent and its Subsidiaries as of the date thereof and the results of operations for such period (subject to the absence of footnotes and normal year-end audit adjustments);

(ii)         replacement Compliance Certificates delivered for the fiscal quarters ended March 31, 2014 and June 30, 2014 that demonstrate that the Borrower and the Parent were in compliance with each of the covenants set forth in Section 10.1 of the Credit Agreement in effect on each such date as of each such date and certifies that as of each such date there were no Defaults or Events of Default (other than the Specified Potential Defaults or Related Potential Defaults); and

(iii)        a certificate of a Responsible Officer of the Parent verifying (x) completion of Grant Thornton LLP’s pending procedural audit relating to the 2013 Audited Reports, and confirmation that no material adjustments are required to be made to the 2013 Audited Reports as a result of the Specified Potential Defaults or the events giving rise thereto and that the opinion of Grant Thornton LLP originally issued in connection therewith is still valid and can be relied upon, (y) completion of Ernst & Young’s pending forensic audit relating to the Prior Financial Information and (z) that no Default or Event of Default has occurred and is continuing as of the date of such certificate (other than the Specified Potential Defaults or Related Potential Defaults).

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(b)          Reservation of Rights. Except for the specific waivers and agreements set forth in paragraph (a) above, nothing contained herein shall be deemed to constitute a waiver of (i) any rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Document or under Applicable Law or (ii) the Loan Parties’ obligation to comply fully with any duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Loan Documents not specifically waived. The specific waivers and agreements set forth herein are effective only with respect to the Specified Potential Defaults and Related Potential Defaults now or hereafter existing solely in respect of the matters expressly set forth in the Initial 8-K and shall not obligate the Lenders to waive any other Default or Event of Default, now existing or hereafter arising.

2.          Consent.

(a)          Subject to the occurrence of the Effective Date, the Requisite Lenders hereby consent to the Specified Extension for delivery of the 3Q14 Unaudited Reports and the related Compliance Certificate, and no Default or Event of Default shall arise under the Loan Documents with respect to such delayed delivery so long as such 3Q14 Unaudited Reports and Compliance Certificate are delivered by the 3Q14 Unaudited Report Due Date in conformity with the terms of Sections 9.1 and 9.3 of the Credit Agreement. The failure to deliver the 3Q14 Unaudited Reports and the related Compliance Certificate in conformity with the terms of Sections 9.1 and 9.3 of the Credit Agreement by the 3Q14 Unaudited Report Due Date shall constitute an immediate Event of Default under the Credit Agreement.

(b)          The consent set forth in this Section 2 is limited to the extent described herein and shall not be construed to be a consent to the modification of any other terms of the Credit Agreement or of the other Loan Documents, except as required to implement the consent set forth in this Section 2.

3.          Amendments to Credit Agreement. Effective as of the Effective Date, the Credit Agreement is amended as follows:

(a)          Section 1.1 of the Credit Agreement is hereby amended to delete the definition of “Material Acquisition” now appearing therein.

(b)          Section 10.1(b) of the Credit Agreement is hereby amended to delete the following phrase from the first sentence thereof: “; provided that if any Material Acquisition shall occur and both the Total Indebtedness to Total Asset Value and the Unsecured Indebtedness to Unencumbered Asset Value shall have been less than 0.60 to 1.00 for at least one full fiscal quarter immediately preceding the proposed Leverage Ratio Covenant Holiday, then both the maximum Total Indebtedness to Total Asset Value covenant level and the maximum Unsecured Indebtedness to Unencumbered Asset Value covenant level may be increased to 0.65 to 1.00 for the fiscal quarter in which such Material Acquisition is consummated and the two (2) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition shall occur (any such increase a “Leverage Ratio Covenant Holiday”)”.

(c)          Section 10.1(e) of the Credit Agreement is hereby amended to delete the following phrase from the first sentence thereof: “; provided that the maximum Unsecured Indebtedness to Unencumbered Asset Value covenant level shall be increased to 0.65 to 1.00 for each fiscal quarter for which a Leverage Ratio Covenant Holiday applies”.

(d)          Section 10.1 of the Credit Agreement is hereby amended to insert the following new clauses (g) and (h) at the end thereof:

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“(g)          Minimum Unencumbered Asset Value. The Parent and the Borrower shall not permit the Unencumbered Asset Value to be less than $10,500,000,000 at any time.

(h)          Maximum Unrestricted Cash from Loans. The Parent and the Borrower shall not permit aggregate unrestricted cash and Cash Equivalents (calculated on a consolidated basis for the Parent and its Subsidiaries) constituting proceeds of Loans to exceed $125,000,000 at any time.”

4.          Reduction of Dollar Tranche Revolving Commitments. Effective as of the Effective Date and pursuant to Section 2.13 of the Credit Agreement, the Borrower hereby reduces the Dollar Tranche Revolving Commitments in an aggregate amount equal to $650,000,000, such that after giving effect to such reduction on the Effective Date the aggregate Dollar Tranche Revolving Commitments shall be $2,550,000,000. For the avoidance of doubt, the reduction of the aggregate Dollar Tranche Revolving Commitments described in this Section 4 shall be made ratably among the Dollar Tranche Revolving Lenders in accordance with their respective Dollar Tranche Revolving Commitments. This paragraph shall constitute a Commitment Reduction Notice (as defined in Section 2.13 of the Credit Agreement) with respect to the foregoing. The Borrower shall pay to the Administrative Agent, for the account of the applicable Revolving Lenders, facility fees with respect to the Lenders’ Dollar Tranche Revolving Commitments reduced pursuant to this Section 4 to the extent accrued and unpaid as of the Effective Date. The Administrative Agent and each of the Lenders party hereto hereby waive any notice required pursuant to Section 2.13 of the Credit Agreement.

5.          Maximum Outstandings. As a condition to the accommodations to the Loan Parties described in Sections 1, 2 and 3, notwithstanding anything to the contrary in the Credit Agreement or the other Loan Documents, at all times during the period commencing on the date hereof and ending on the date on which all of the Financial Information Deliverables and the 3Q14 Unaudited Reports and related Compliance Certificate have been delivered to the Administrative Agent as required hereby (unless a Default or Event of Default has occurred and is continuing as of such delivery date, in which case such period shall continue) (such period, the “Outstandings Limitation Period”), as of any date of determination, the sum of (a) the aggregate principal amount of all outstanding Dollar Tranche Revolving Loans, Swingline Loans, Bid Rate Loans and Letter of Credit Liabilities (“Dollar Revolving Outstandings”), plus (b) the aggregate principal Dollar Amount of all outstanding Multicurrency Tranche Revolving Loans (“Multicurrency Revolving Outstandings”), plus (c) the aggregate amount of the Term Loans (the Term Loans, together with the Dollar Revolving Outstandings and Multicurrency Revolving Outstandings, collectively, the “Aggregate Outstandings”), shall not exceed $3,600,000,000 (the “Maximum Outstanding Amount”). If on any date and for any reason the Aggregate Outstandings exceed the Maximum Outstanding Amount, the Borrower shall immediately pay to the Administrative Agent, for the benefit of the Lenders, the amount of such excess to be applied as a prepayment of Aggregate Outstandings in accordance with Section 2.9(b)(iv) of the Credit Agreement (with such prepayment allocated to Dollar Revolving Outstandings and Multicurrency Revolving Outstandings on a pro rata basis or, to the extent there are no Dollar Revolving Outstandings or Multicurrency Revolving Outstandings, to the Term Loans). The failure to satisfy any of the requirements of this Section 5 shall constitute an immediate Event of Default under the Credit Agreement unless such requirements or Event of Default have been amended, consented to or waived by the Requisite Lenders.

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6.          Cash Flow Projections: Use of Proceeds During Outstandings Limitation Period. During the Outstandings Limitation Period the Parent shall promptly, and in any event within five (5) Business Days, following the Administrative Agent’s request therefor, deliver updates to “11/7/2014 – 1/9/2015 Cash Forecast” provided to the Administrative Agent and the Lenders on November 10, 2014 (the “Initial Cash Flow Projections”), prepared on a basis consistent with the Initial Cash Flow Projections. Notwithstanding anything to the contrary in Section 8.8 of the Credit Agreement, during the Outstandings Limitation Period, the Borrower will use proceeds of Loans and Letters of Credit only (x) as reflected in the Initial Cash Flow Projections (without giving effect to any updates thereto) and (y) for additional general working capital needs of the Parent and its Subsidiaries and other general corporate purposes of the Parent and its Subsidiaries (other than Restricted Payments) in an aggregate amount not to exceed $100,000,000 under this clause (y), which needs and purposes are specified in writing, all in reasonable detail to the Administrative Agent, in the related Notice of Borrowing, Notice of Swingline Borrowing, or notice under Section 2.4(c) of the Credit Agreement in respect of any extension of credit under the Credit Agreement. The failure to satisfy the requirements of this Section 6 shall constitute an immediate Event of Default under the Credit Agreement unless such requirements or Event of Default have been amended, consented to or waived by the Requisite Lenders.

7.          Conditions Precedent. This Agreement shall become effective as of the date when each of the following conditions precedent has been satisfied (the “Effective Date”):

(a)          The Administrative Agent shall have received counterparts of this Agreement duly executed by each Loan Party.

(b)          The Administrative Agent shall have received duly executed consents to this Agreement from the Requisite Lenders and the Requisite Revolving Lenders.

(c)          The Administrative Agent shall have received any and all fees due and payable to the Administrative Agent and the Lenders in connection with this Agreement.

(d)          The Administrative Agent shall have been reimbursed for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Agreement and the other transactions contemplated herein including, without limitation, the reasonable and documented legal fees and out-of-pocket expenses of Sidley Austin LLP, counsel to the Administrative Agent.

8.          Reference to and Effect on the Credit Agreement.

(a)          Upon the effectiveness hereof, each reference in the Credit Agreement and the other Loan Documents to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as modified hereby. This Agreement is a Loan Document pursuant to the Credit Agreement and shall (unless expressly indicated herein or therein) be construed, administered, and applied, in accordance with all of the terms and provisions of the Credit Agreement.

(b)          Except as specifically waived or consented to or amended above, the Credit Agreement and all other Loan Documents, and all of the Loan Parties’ respective obligations thereunder, shall remain in full force and effect, and are hereby ratified and confirmed.

(c)          Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement (or any provision hereof) shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

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9.          Miscellaneous.

(a)          Representations and Warranties. Each Loan Party represents and warrants to the Lenders that, after giving effect to this Agreement (including, without limitation, the waivers set forth herein as to any and all Specified Potential Defaults and Related Potential Defaults):

(i)          Each Loan Party has the right and power, and has taken all necessary corporate, limited liability company or partnership action required to authorize it, to execute and deliver this Agreement and to perform its obligations under this Agreement and the Credit Agreement as modified hereby. This Agreement has been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein or therein and as may be limited by equitable principles generally.

(ii)         The execution and delivery of this Agreement and performance of this Agreement and the Credit Agreement as modified hereby do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law relating to such Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of such Loan Party, or any indenture, agreement or other instrument to which such Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Loan Party.

(iii)        The representations and warranties of the Loan Parties set forth in Article VII of the Credit Agreement are true and correct in all material respects as of the date hereof except, in each case, for those that specifically relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date); provided that no representations and warranties are made herein as to any Prior Financial Information.

(iv)        No event has occurred and is continuing that constitutes a Default or an Event of Default.

(b)          Counterparts. To facilitate execution, this Agreement may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

(c)          GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

(d)          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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(e)          Section References. Unless otherwise provided herein, references herein to “Sections” are references to Sections of the Credit Agreement.

(f)          Release of Claims. Each of the Loan Parties separately releases, discharges, and agrees to hold harmless the Administrative Agent and the Lenders and their representatives, agents, employees, attorneys, directors, officers, parents, affiliates, assigns, insurers, subsidiaries, and their successors and assigns (collectively, the “Released Parties”) from any and all claims, defenses, affirmative defenses, setoffs, counterclaims, actions, causes of action, suits, controversies, agreements, provisions, liabilities and demands in law or in equity, whether known or unknown (collectively, the “Claims”) which any Loan Party ever had, now has, or may hereafter have against or related to the Released Parties through the date of this Agreement, including, but not limited to, Claims relating to or arising out of the Loan Documents or the transactions described therein, the Obligations, the Administrative Agent’s administration of the Loan Documents, or the banking relationship of such Loan Party with any Lender.

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The parties hereto have duly executed this Agreement as of the date first above written.

ARC PROPERTIES OPERATING PARTNERSHIP, L.P., as the Borrower
By: AMERICAN REALTY CAPITAL PROPERTIES, INC.,
its sole general partner
By:	/s/ David S. Kay
	Name:	David S. Kay
	Title:	Chief Executive Officer
AMERICAN REALTY CAPITAL PROPERTIES, INC., as the Parent
By:	/s/ David S. Kay
	Name:	David S. Kay
	Title:	Chief Executive Officer

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, as Swingline Lender, as Issuing Bank and as a Lender
By:	/s/ D.Bryan Gregory
	Name:	D.Bryan Gregory
	Title:	Director

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Michael W. Edwards
	Name:	Michael W. Edwards
	Title:	Senior Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Michael E. Hussey
	Name:	Michael E. Hussey
	Title:	Senior Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

JPMorgan Chase Bank, N.A., as a Lender
By:	/s/ Rita Lai
	Name:	Rita Lai
	Title:	Authorized Signer

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender
By:	/s/ Bill O’Daly
	Name:	Bill O’Daly
	Title:	Authorized Signatory
By:	/s/ Vipul Dhadda
	Name:	Vipul Dhadda
	Title:	Authorized Signatory

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

Barclays Bank PLC, as a Lender
By:	/s/ Christine Aharonian
	Name:	Christine Aharonian
	Title:	Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

CITIBANK, N.A., as a Lender
By:	/s/ John C. Rowland
	Name:	John C. Rowland
	Title:	Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

CONSENT AND WAIVER AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT ARC PROPOERTIES OPERATING PARTNERSHIP, L.P., DEUTSCHE BANK AG, NY, as a Lender
By:	/s/ Joanna Soliman
	Name:	Joanna Soliman
	Title:	Vice President
By:	/s/ J.T. Johnston Coe
	Name:	J.T. Johnston Coe
	Title:	Managing Director

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

SUNTRUST BANKS, INC., as a Lender
By:	/s/ Ryan Almond
	Name:	Ryan Almond
	Title:	Vice President

 Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

ASSOCIATED BANK, N.A., as a Lender
By:	/s/ Gregory A. Conner
	Name:	Gregory A. Conner
	Title:	Vice President

 Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

Goldman Sachs Bank USA, as a Lender
By:	/s/ Michelle Latzoni
	Name:	Michelle Latzoni
	Title:	Authorized Signatory

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

TD Bank, N.A., as a Lender
By:	/a/ Aaron C. Miller
	Name:	Aaron C. Miller
	Title:	VP

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

Fifth Third Bank, an Ohio Banking Corporation, as a Lender
By:	/s/ Casey Gehrig
	Name:	Casey Gehrig
	Title:	Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

COMERICA BANK, as a Lender
By:	/s/ Charles Weddell
	Name:	Charles Weddell
	Title:	Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Frederick H. Denecke
	Name:	Frederick H. Denecke
	Title:	Senior Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

REGIONS BANK, as a Lender
By:	/s/ T. Barrett Vawter
	Name:	T. Barrett Vawter
	Title:	Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

First Tennessee Bank N.A., as a Lender
By:	/s/ J. Patrick Daugherty
	Name:	J. Patrick Daugherty
	Title:	Authorized Officer

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

MidFirst Bank, as a Lender
By:	/s/ Darrin Rigler
	Name:	Darrin Rigler
	Title:	First Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

Citizens Bank, N.A., as a Lender
By:	/s/ Donald Woods
	Name:	Donald Woods
	Title:	Senior Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

Morgan Stanley Bank, N.A., as a Lender
By:	/s/ Christopher Winthrop
	Name:	Christopher Winthrop
	Title:	Authorized Signatory

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

Bank Hapoalim B.M., as a Lender
By:	/s/ Helen H. Gateson
	Name:	Helen H. Gateson
	Title:	Vice President
By:	/s/ Maxine Levy
	Name:	Maxine Levy
	Title:	First Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

TriState Capital Bank, as a Lender
By:	/s/ Ellen Frank
	Name:	Ellen Frank
	Title:	Senior Vice President

Signature Page to Consent and Waiver Agreement and First Amendment to Credit Agreement

EX-99.1

Exhibit 99.1

American Realty Capital Properties, Inc. Receives
Expected NASDAQ Notice Related to Delay in Form 10-Q Filing

New York, New York – November 18, 2014 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) today announced that, as expected, it received a standard notice from the NASDAQ Listing Qualifications Department (“NASDAQ”) stating that ARCP is not in compliance with NASDAQ Listing Rule 5250(c)(1) that requires timely filing of reports with the U.S. Securities and Exchange Commission (the “SEC”). The November 12, 2014 letter was sent by NASDAQ as a result of ARCP’s delay in filing its Quarterly Report on Form 10-Q for its quarter ended September 30, 2014 (the “Form 10-Q”), which ARCP initially indicated might be the case in its Current Report on Form 8-K filed with the SEC on October 29, 2014.

The NASDAQ notice has no immediate effect on the listing or trading of ARCP’s common stock or Series F Preferred Stock on the NASDAQ Global Select Market. Under NASDAQ’s Listing Rules, ARCP has 60 calendar days from the date of the letter to submit a plan to regain compliance with the NASDAQ Listing Rules. If the plan is accepted, ARCP can be granted an exception of up to 180 calendar days from the Form 10-Q’s due date, or until May 11, 2015, to regain compliance. ARCP expects to submit a plan to regain compliance within the timeline prescribed by NASDAQ.

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 $40 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, including ARCP’s ability to timely respond to and comply with the requests of NASDAQ relating to its compliance with the NASDAQ Listing Rules and therefore regain compliance with such rules, which 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 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.

Media Contact:

Andy Merrill

212-886-9304

EX-99.2

THOMSON REUTERS STREETEVENTS

EDITED TRANSCRIPT

ARCP - American Realty Capital Properties Inc Receives Lender Waiver and Extension for Reporting Third Quarter Financial Statements Call

EVENT DATE/TIME: NOVEMBER 14, 2014 / 3:00PM GMT

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NOVEMBER 14, 2014 / 3:00PM, ARCP - American Realty Capital Properties Inc Receives Lender Waiver and Extension for Reporting Third Quarter Financial Statements Call

C O R P O R A T E   P A R T I C I P A N T S

Bonni Rosen American Realty Capital Properties Inc - Director of IR

David Kay American Realty Capital Properties Inc - CEO

P R E S E N T A T I O N

Operator

Good morning and welcome to the American Realty Capital Properties investor update call. All participants will be in listen-only mode.

(Operator Instructions)

Please note, this event is being recorded. I would now like to turn the conference over to Bonni Rosen, Director of Investor Relations. Please go ahead.

Bonni Rosen - American Realty Capital Properties Inc - Director of IR

Thank you. Good morning, everyone. Thank you for joining us today. Joining me is David Kay, Chief Executive Officer.

Before I turn the call over to David, I would like to remind everyone that statements made in this call, which are not historical facts, will be forward-looking. ARCP's actual results may differ materially from these forward-looking statements and the risk factors that could cause these differences are detailed in our SEC reports.

In addition, as stated more fully in our SEC report, ARCP disclaims any intent or obligation to update these forward-looking statements except as expressly required by law. Note, we will not be holding a Q&A as we are covering what we were able to at this time. Now, I would like to turn the call over to ARCP's CEO. David.

David Kay - American Realty Capital Properties Inc - CEO

Thank you, Bonni. Thank you, everybody, for joining us this morning. As many of you know, I've been on the road and on the phone speaking with many of you over the course of the past two weeks. I understand and appreciate your desire to hear from us on a regular basis and I assure you that we are making every effort to communicate anything useful and pertinent to the Company.

As you can appreciate, we are limited in what we can say as we continue our process of completion of our financial statements for the quarter's one, two, three, and completion of 2013, but felt that it was important to speak to you once again with the news of the announcement this morning.

This morning, we announced that we have secured a waiver from the banks and our unsecured credit facility for an extension regarding the delivery of our 2014 third-quarter financial statements extending that date of deliverance to January 5, 2015. Our goal remains completion of our financial statements as soon as possible.

We're working diligently with our audit committee along with Grant Thornton and Ernst & Young to complete their review, and that the support was extremely reassuring from our financial institutions with this waiver. We received nearly 90% approval rate on the terms and it speaks not only to the asset quality, our balance sheet and financial ratios, but also that of management.

As I said, our goal remains completion of the financial statements for the first, second, third quarters of 2014 as well as 2013, and we hope that we will do this as soon as possible and have these prepared.

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NOVEMBER 14, 2014 / 3:00PM, ARCP - American Realty Capital Properties Inc Receives Lender Waiver and  Extension for Reporting Third Quarter Financial Statements Call

I'd like to point out there seems to be a bit of confusion as to our revolver draws, and I wanted to note that there are two components of our credit facility and to make sure that this is clear. Nothing has changed since our last call in terms of the revolver in any material way.

We have a revolver as well as a term loan and as of October 31, the revolver, which we have quoted before, had a balance of approximately $2.2 billion. That remains unchanged. The term loan piece is an additional $1 billion and that, too, has remained unchanged. This is where the amount stand today to get us to the current $3.2 billion of outstanding on the entire credit facility.

To note our capacity, we have approximately $400 million of capacity under the line in an interim period until our financials are issued. We also have approximately $230 million of cash after the November dividend payment.

Once we file as noted in the press release this morning, our line balance or line capacity will increase by an additional $400 million bringing our total capacity to over $1 billion. We believe that the right sizing of our credit facility not only reduces our facility fees but will also be able to meet our expected -- our expectations in terms of growth and capital needs.

Upon completion of our financial statement review, we will be issuing all of the quarters as well as 2013 at the same time, and I wanted to ensure that everybody knows that. We will also at that time update our earnings guidance. I don't have a specific timeline that I can give you, however, once again I assure you that we are working extremely hard and that this is our top priority.

I'd like to also remind everybody just of our asset quality which has not been affected by any of the previously announced adjustments. We have a very strong and diverse portfolio as well as our tenant base which is nearly 50% investment-grade rated. We are extremely diversified across our tenant base geography, our property type with high-quality retail restaurant, office and industrial properties, and we have one of the longest weighted average lease terms to the portfolio at over 12 years.

Earlier in the week we also announced that we had filed litigation, the Court of Chancery in the state of Delaware against RCS Capital Corporation in connection with [our caps reported] termination of the equity purchase agreement dated September 30, 2014, between RCS and an affiliate of ARCP. We continue to believe that RCS's attempt to terminate the purchase agreement constitutes a breach of our purchase agreement and under the circumstances our Board and our management believe that we had no choice but to file this litigation in order to preserve and protect the interest of our shareholders under the purchase agreement. I can't comment any further on the litigation, but I assure you that we are focused on this portion of the business.

Lastly, I'd like to reiterate, because I've gotten a lot of questions about our management team as well as me and if we're staying at the Company. I've heard it time and time again. I've had some folks call me with rumors on the street that I'm leaving the Company, and I want to reiterate as I did in the last call, that I am here for the long haul. I understand what it's like to go through some trials and tribulations.

I saw at my previous firm our stock go from very high price during the Internet phase come down into the $8 range similar to where we are here. I believe that that experience not only will help lead this Company, but will also formulate a strong plan as to what this Company will look like and perform on a go-forward basis.

We understand as a management team what it's like to be a good steward of your capital. We understand our cost to capital and how important that is, and I assure you that everybody is focused on the right dynamics and the right components of this business.

Trust I know takes years to build in seconds to lose, and we have seen that over the last couple of weeks, but I also want to point out that when a team dedicates itself unselfishly and combines instinct with delivered effort, it can achieve great things, and that is our goal with this Company.

I assure you that we are committed to working hard with our Board and with our shareholders to allow this Company to prosper in the future and I once again just want to thank everyone for their patience and their understanding and their kind words that we have received, and I assure you that we are focused on the success of ARCP. Thank you and have a great day.

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Client Id: 80

NOVEMBER 14, 2014 / 3:00PM, ARCP - American Realty Capital Properties Inc Receives Lender Waiver and Extension for Reporting Third Quarter Financial Statements Call

Operator

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.

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