8-K/A 1 arcp8-kaxamendmentno3.htm 8-K/A ARCP 8-K/A - Amendment No. 3


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

FORM 8-K/A

Amendment No. 3

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): March 6, 2013 (February 28, 2013)
 

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, 15th 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:

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))


















EXPLANATORY NOTE

On March 6, 2013, American Realty Capital Properties, Inc. (“ARCP”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial Report”), in part, for the purpose of announcing the completion of ARCP's acquisition of American Realty Capital Trust III, Inc., a Maryland corporation (“ARCT III”), pursuant to the Agreement and Plan of Merger, dated as of December 14, 2012, by and among ARCP, ARCT III, Tiger Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of ARCP, ARCT III's operating partnership and ARCP's operating partnership. The purpose of this Amendment No. 3 to the Initial Report is to satisfy certain audit compliance procedures by providing audited consolidated financial statements of ARCP and ARCT III for the year ended December 31, 2012.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of ARCP and ARCT III as of December 31, 2012 and 2011, and for each of the years in the three year period beginning at ARCP's inception on December 2, 2010 and ending December 31, 2012 are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated herein by reference. ARCP's independent registered accounting firm, Grant Thornton LLP, has provided its consent to include such audited financial statements in this Amendment No. 3 to ARCP's Current Report on Form 8-K/A, which is attached as Exhibit 23.2.

(d) Exhibits
 
 
Exhibit No.
 
Description
23.2
 
Consent of Grant Thornton LLP
99.3
 
Audited Consolidated Financial Statements of ARCP and ARCT III as of December 31, 2012 and 2011, and for each of the years in the three year period beginning December 2, 2010 and ending December 31, 2012






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
 
AMERICAN REALTY CAPITAL PROPERTIES, INC.
 
 
 
May 7, 2013
By:
/s/ Nicholas S. Schorsch
 
Name:
Nicholas S. Schorsch
 
Title:
Chief Executive Officer and
 
 
Chairman of the Board of Directors