425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 7, 2013 (November 4, 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

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:

ý 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.

The information set forth under Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 2.02. Results of Operations and Financial Condition.

On November 7, 2013, American Realty Capital Properties, Inc. (the “Company”) issued a press release and quarterly supplemental financial information attached hereto as Exhibits 99.1 and 99.2, respectively, announcing its results of operations for the fiscal quarter ended September 30, 2013.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 4, 2013, the Company, through its operating partnership, ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), entered into the sixth amendment (the “Amendment”) to its previously announced credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.

The Amendment, among other things, specifically permits the transactions contemplated by (i) the previously announced Agreement and Plan of Merger, dated as of May 28, 2013, by and among the Company, the Operating Partnership, Safari Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Caplease, LP, a Delaware limited partnership, and CLF OP General Partner LLC, a Delaware limited liability company, (ii) the previously announced Agreement and Plan of Merger, dated as of July 1, 2013, by and among the Company, the Operating Partnership, Thunder Acquisition, LLC, a Delaware limited liability and wholly owned subsidiary of the Company, American Realty Capital Trust IV, Inc., a Maryland corporation (“ARCT IV”), and American Realty Capital Operating Partnership IV, L.P., a Delaware limited partnership, and (iii) the previously announced Agreement and Plan of Merger, dated as of October 22, 2013, by and among the Company, Clark Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and Cole Real Estate Investments, Inc., a Maryland corporation (“Cole”), subject to certain conditions. In addition, the Amendment modifies, for a limited time following the effectiveness of the Amendment, certain financial covenant levels and the related component definitions, the effect of which is to provide for temporarily less restrictive financial covenants. The Amendment also modifies the applicable events of default set forth in the Credit Agreement to increase the cross-default threshold before an event of default is implicated.

The Amendment also adds additional financial covenants to the Credit Agreement related to the Company’s total unencumbered asset value ratio and availability, and during the limited period described above, provides for more restrictive negative covenants, including additional restrictions on the Company’s ability to consummate further acquisition transactions and to make certain restricted payments.

In addition, the Amendment provides that, for the limited period described above, loans under the Credit Agreement will accrue interest at an increased rate, with the applicable margin ranging from 2.25% to 3.00%, based on the Company’s consolidated leverage ratio. At the expiration of such limited period, the interest rate applicable to the loans will revert back to the existing pricing levels.

Finally, pursuant to the Amendment, certain lenders agreed to provide an additional $210.0 million of incremental term loan commitments, bringing to the total commitments under the Credit Agreement to $1.7 billion. Under the Credit Agreement, the Company may exercise an “accordion” feature and obtain commitments for an additional $800.0 million of loans.

The summary description of the material terms of the Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Amendment, which was filed as Exhibit 10.74 to the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2013 with the Securities and Exchange Commission (the “SEC”) on November 7, 2013.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2013, the Board of Directors of the Company appointed Lisa Pavelka McAlister as the Company’s Chief Accounting Officer, effective November 8, 2013.

Ms. McAlister, 50, held the position of Managing Director at PricewaterhouseCoopers (“PwC’) in its capital markets and accounting advisory services practice from September 2011 until August 2013. Prior to joining PwC, Ms. McAlister worked at BAML Capital Partners, the global private equity business unit of Bank of America Corporation (NYSE: BAC), where she served as Chief Operating Officer from March 2010 until June 2011 and as Chief Financial Officer from March 2008 until March 2010. Ms. McAlister has 25 years’ experience in senior financial roles in all aspects of financial and accounting operations, internal controls, information systems, treasury and investor relations for public companies in the private equity, real estate, financial services, healthcare and technology sectors.

Item 7.01. Regulation FD Disclosure.

As disclosed in Item 2.02 above, on November 7, 2013, the Company issued a press release and quarterly supplemental financial information attached hereto as Exhibits 99.1 and 99.2, respectively, announcing its results of operations for the fiscal quarter ended September 30, 2013, as applicable. The information set forth in Items 2.02 and 7.01 hereto and in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Additional Information about the Cole Merger and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed Cole merger, the Company and Cole expect to prepare and file with the SEC an amendment to their registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the Company’s proposed acquisition of Cole. The joint proxy/prospectus will contain important information about the proposed transaction and related matters. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY OR COLE WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, COLE AND THE PROPOSED COLE MERGER. Investors and stockholders of the Company and Cole may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by the Company and Cole with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.arcpreit.com and copies of the documents filed by Cole with the SEC are available free of charge on Cole’s website at www.ColeREIT.com.

Participants in Solicitation relating to the Cole Merger

The Company, Cole, AR Capital, LLC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s and Cole’s stockholders in respect of the proposed Cole merger. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement filed with the SEC on April 30, 2013. Information regarding Cole’s directors and executive officers can be found in Cole’s definitive proxy statement filed with the SEC on April 11, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed or to be filed with the SEC in connection with the proposed Cole merger if and when they become available. These documents are available free of charge on the SEC’s website and from the Company or Cole, as applicable, using the sources indicated above.

Additional Information about the ARCT IV Merger and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed ARCT IV merger , the Company and ARCT IV expect to prepare and file with the SEC an amendment to their proxy statement/prospectus and the Company expects to prepare and file with the SEC an amendment to its registration statement on Form S-4 and other documents with respect to the Company’s proposed acquisition of ARCT IV. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ARCT IV MERGER.

Investors may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by the Company and ARCT IV with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.arcpreit.com and copies of the documents filed by ARCT IV with the SEC are available free of charge on ARCT IV’s website at www.arct-4.com.

Participants in Solicitation relating to the ARCT IV Merger

The Company, ARCT IV, AR Capital, LLC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ARCT IV’s stockholders in respect of the proposed ARCT IV merger. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement filed with the SEC on April 30, 2013. Information regarding ARCT IV’s directors and executive officers can be found in ARCT IV’s definitive proxy statement filed with the SEC on April 30, 2013. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus, the registration statement and other relevant documents filed with the SEC in connection with the proposed ARCT IV merger if and when they become available. These documents are available free of charge on the SEC’s website and from the Company or ARCT IV, as applicable, using the sources indicated above.

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 the Company’s, ARCT IV’s and Cole’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 the transactions contemplated by any of the merger agreements will be consummated, the combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and estimates of growth, including funds from operations and adjusted funds from operations 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: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of any of the merger agreements; (2) the inability to complete the ARCT IV merger due to the failure to obtain ARCT IV stockholder approval of the ARCT IV merger or the failure to satisfy other conditions to completion of the ARCT IV merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the ARCT IV merger; (3) the inability to obtain regulatory approvals for the Cole merger transaction and the approval by the Company’s stockholders of the issuance of Company Common Stock in connection with the Cole merger and the approval by Cole’s stockholders of the Cole merger; (4) risks related to disruption of management’s attention from the ongoing business operations due to the proposed mergers; (5) the effect of the announcement of the proposed mergers on the Company’s, ARCT IV’s or Cole’s relationships with their respective customers, tenants, lenders, operating results and businesses generally; (6) the outcome of any legal proceedings relating to any of the mergers or the merger agreements; and (7) risks to consummation of the mergers, including the risk that the mergers will not be consummated within the expected time period or at all. Additional factors that may affect future results are contained in the Company’s, ARCT IV’s and Cole’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company, ARCT IV and Cole disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

Item 8.01. Other Events.

On November 6, 2013, the Company issued a press release announcing the appointment of Lisa Pavelka McAlister as Chief Accounting Officer of the Company.

A copy of the press release announcing the foregoing is attached as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release dated November 7, 2013
99.2	Quarterly supplemental information for the period ending September 30, 2013
99.3	Press Release dated November 6, 2013

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.
November 7, 2013	By: /s/ Nicholas S. Schorsch
	Nicholas S. Schorsch
	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

EX-99.1

FOR IMMEDIATE RELEASE

American Realty Capital Properties Announces Third Quarter 2013 Operating Results and $0.21 AFFO per Share

Closes CapLease Acquisition

Announces Normalized AFFO per share (Including CapLease) of $0.26

Completes $95 million of Organic Acquisitions at Average 9.0% Cap Rate

New York, New York, November 7, 2013 - American Realty Capital Properties, Inc. (NASDAQ: ARCP) (“ARCP” or the “Company”) announced today its operating results for the three and nine months ended September 30, 2013. Operating highlights are provided below. All per share results are reported on a fully diluted basis.

For the quarter ended September 30, 2013, revenues of $60.9 million were reported, a record amount for the Company, compared to $45.0 million in the second quarter of 2013, or a quarter-to-quarter increase of over 35%. Adjusted funds from operations totaled $46.7 million for the third quarter of 2013, compared to $32.8 million generated in the second quarter, respectively, or a quarter to quarter increase of over 42%.

Third Quarter Operating Highlights (three months ended September 30, 2013)

• Revenues:$60.9 million.

• Property level net operating income (includes total revenues less property operating expenses):$56.8 million.

• Funds from operations:$(19.7) million, or $(0.09) per share.

• Core funds from operations (excluding one-time merger and acquisition related costs as well as the mark-to-market adjustment resulting from the completed private placement): $23.9 million, or $0.10 per share

• Adjusted funds from operations:$46.7 million, or $0.21 per share.

• Fully diluted weighted-average shares outstanding: 227.3 million.

Third Quarter Operating Highlights (nine months ended September 30, 2013)

• Revenues:$145.9 million.

• Property level net operating income (includes total revenues less property operating expenses):$136.9 million.

• Funds from operations:$(156.5) million, or $(0.85) per share.

• Core funds from operations (excluding one-time merger and acquisition related costs as well as the mark-to-market adjustment resulting from the completed private placement): $81.4 million, or $0.44 per share

• Adjusted funds from operations:$110.3 million, or $0.60 per share.

Portfolio Highlights

Third Quarter 2013

• Portfolio composition as of September 30, 2013: 1,219 properties, 100% occupied (excluding one vacant property classified as held-for-sale), freestanding single-tenant properties comprised of 20.4 million square feet, occupied by 59.4% investment grade corporate tenants (attributing the rating of each parent company to its wholly owned subsidiary, as applicable) with a weighted average remaining lease term of 9.5 years. These properties are located in 48 states plus Puerto Rico and include 183 tenants, operating in 32 distinct industries.

• Third quarter acquisitions: $95 million of properties purchased at an average capitalization rate of 9.0% (including expected contingent rental income).

	As of September 30, 2013
# of Properties	1,219
Occupancy	100	%
Square Feet	20.4 million
% Investment Grade	59	%
Wtd. Avg. Remaining Lease Term	10 years

Subsequent Events to Third Quarter 2013

• Portfolio composition as of November 6, 2013: 1,328 properties, 99% occupied (excluding one vacant property classified as held-for-sale), comprised of 34.0 million square feet, occupied by 67.7% investment grade corporate tenants (attributing the rating of each parent company to its wholly owned subsidiary, as applicable) with a weighted average remaining lease term of 9 years. These properties include 231 tenants and operate in 41 distinct industries.

• Closed acquisition of CapLease: On November 5, closed on the previously announced acquisition of CapLease, adding a portfolio of 68 assets that is 97% occupied.

	As of November 6, 2013
# of Properties	1,328
Occupancy	99	%
Square Feet	34.0 million
% Investment Grade	66	%
Wtd. Avg. Remaining Lease Term	9 years

Pending

• Organic acquisitions: $1.1 billion of pending organic acquisitions at an average capitalization rate of 7.8%, anticipated to close during the fourth quarter of 2013.

• American Realty Capital Trust IV (“ARCT IV”) merger: Announced $3.0 billion acquisition of ARCT IV, expected to close by mid-December, 2013, subject to receipt of ARCT IV stockholder approval. Terms of the merger agreement modified to pay a per-share consideration of $9.00 in cash; 0.5190 shares of ARCP common stock; and 0.5937 shares of ARCP perpetual preferred securities (6.7% annual coupon).

• Cole Real Estate Investments (“Cole”) merger: On October 23, announced $11.2 billion acquisition of Cole. The transaction is expected to close in first half of 2014, subject to receipt of ARCP and Cole stockholder approvals. A preliminary proxy/prospectus was filed on November 5, 2013.

Balance Sheet and Capital Markets Highlights

Third Quarter 2013

• Convertible note offering: Closed its underwritten public offering of $300.0 million Convertible Senior Notes due 2018 ("Notes") during the quarter. Additionally, the representatives for the underwriters delivered notice to ARCP electing to partially exercise their over-allotment option to purchase $10.0 million of additional Notes, which closed on August 1, 2013. The Notes will pay interest semi-annually at a rate of 3.0% per annum and will mature on August 1, 2018. The holders may elect to convert the Notes into cash, ARCP's common stock or a combination thereof.

• Senior corporate credit facility: Upsized senior corporate credit facility total financing capacity of up to $1.7 billion; currently in process of increasing the facility to $2.5 billion.

• Common and preferred equity offering: Private placement of common stock and Series D cumulative convertible preferred stock (“Series D Preferred”) to institutional holders reinvesting the proceeds from the conversions and redemptions of Series C convertible preferred stock (“Series C Preferred”).

Subsequent to Third Quarter 2013

• ‘Baa3’ Moody’s Investment Grade Corporate Credit Rating: On October 14, 2013, ARCP was assigned a ‘Baa3’ investment grade corporate credit rating by Moody’s Investor Services.

Management Commentary

“We have continued to build enterprise value during this third quarter, and for now are intently focused on execution,” commented ARCP Chairman and CEO Nicholas S. Schorsch. “In this regard, we have identified several near-term key objectives: completing the announced ARCT IV and Cole transactions; becoming self-managed and significantly broadening our intellectual capital by continuing to attract the best and brightest managers in the industry; deleveraging and terming out our balance sheet utilizing long-term, fixed rate debt; and effectively and seamlessly integrating Cole organization.”

“We have filed the merger proxies for ARCT IV and Cole and have tentative stockholder vote dates of December 11, 2013 and January 14, 2014, respectively,” noted Mr. Schorsch. “Our team worked tirelessly and collaboratively with the Cole team to have these documents filed with the SEC in under two weeks.”

“We are fully committed to becoming self-managed, as promised," added Mr. Schorsch. "In fact, it is a closing condition for our merger with Cole. We will announce the President of ARCP before year-end. We have already moved to bolster our team with several key hires. Brian Block, our CFO, will now be focused exclusively on ARCP. Lisa Beeson joins us as COO after 25 years as an investment banker with tremendous M&A and capital markets expertise. Lisa Pavelka McAlister is our new CAO with 25 years’ experience in senior financial roles versed in all aspects of financial and accounting operations. In addition, we continue to be impressed with the depth of talent at Cole. One of the key attributes of the merger is our ability to tap the tremendous human capital resident at the Cole organization, and we expect these senior executives will play a meaningful role in the management of ARCP.”

“Finally, the ARCP and Cole teams are committed to a rapid closing and smooth integration," continued Mr. Schorsch That process is well underway, and we are working cooperatively to leverage the best of three great organizations - ARCP, Cole and CapLease.”

“Our 3^rd quarter operating results are in-line with projections,” added Brian S. Block, EVP & Chief Financial Officer. “We are well positioned to close our pending acquisitions and execute our capital plan. Our team is focused on taking advantage of our investment grade rating and securing long-term financing at attractive rates. We have commitments in place for $755 million of long-term, fixed rate debt, and expect to issue senior unsecured in the private and public markets. Looking beyond 2013, we will raise equity only in connection with acquiring accretive real estate investments as we continue to deleverage our balance sheet. We do not intend to issue equity simply to pay down debt.”

“I am thrilled to join ARCP,” added Lisa E. Beeson, EVP and Chief Operating Officer. “My near-term mandate is to integrate three great platforms; this plan is well underway. We have established teams that have been working together smoothly to get us to an early first quarter of 2014 closing. Our ability to get the proxy for the Cole merger filed in in a matter of weeks is testimony to these efforts. We are now working to determine the best shared systems in real estate, accounting and financial reporting.”

Financial Results

Revenues

Total revenues were $60.9 million for the three months ended September 30, 2013, compared to revenues for the three months ended June 30, 2013 of $45.0 million, representing a 35% increase. Total revenues were $145.9 million for the nine months ended September 30, 2013.

Funds from Operations and Adjusted Funds from Operations

Funds from operations (“FFO”) for the three months ended September 30, 2013, totaled $(19.7) million, or $(0.09) per share. FFO for this period includes one-time merger and other transaction related expenses of $3.8 million. FFO for the nine months ended September 30, 2013 totaled $(156.5) million, or $(0.85) per share. FFO for this period includes one-time merger and other transaction related expenses of $146.2 million Excluding such one-time costs, FFO is $(10.2) million, or $(0.06) per share.

Adjusted funds from operations (“AFFO”) for the three months ended September 30, 2013, totaled $46.7 million, or $0.21 per share. AFFO for the nine months ended September 30, 2013 totaled $110.3 million, or $0.60 per share.

Property Level Net Operating Income

Property Level net operating income (“NOI”) was $56.8 million for the three months ended September 30, 2013, compared to NOI for the three months ended June 30, 2013 of $42.5 million, representing a 34% increase. NOI was $136.9 million for the nine months ended September 30, 2013.

Dividend Increase

Total dividends paid to common stockholders by the Company were $42.1 million for the three months ended September 30, 2013, or $0.91 per share on an annualized basis.

On May 28, 2013, an increase in the annual dividend rate from $0.91 per share to $0.94 per share was declared, contingent upon and effective with the earlier of the close of the ARCT IV merger or the CapLease merger. Additionally, on October 23, 2013, an increase in annual dividend rate from $0.94 per share to $1.00 per share was declared, contingent upon, and effective with, the close of the Cole merger. As a result of the CapLease closing, ARCP will raise its dividend to $0.94 effective December 2013.

2014 Guidance

In connection with the announcement of the Cole merger transaction, ARCP updated 2014 AFFO guidance from $1.13 to $1.19 per share.

Corporate Mergers and Strategic Opportunities Update

CapLease Merger

• This transaction closed on November 5, 2013

In addition to adding the portfolio of 68 assets, Paul McDowell, CEO of CapLease joined ARC Advisory Services, LLC, a subsidiary of AR Capital, LLC, as President of the office, industrial and build-to-suit activities. Several other senior CapLease executives will also join AR Capital, LLC.

ARCT IV Merger

• ARCT IV Stockholder vote tentatively scheduled for December 11, 2013

On July 2, 2013, ARCP signed a definitive merger agreement under which it will acquire all of the outstanding shares of ARCT IV. On October 7, 2013 ARCP and ARCT IV amended the terms of the merger agreement. Under the terms of the new amended agreement, ARCP will now acquire all of the outstanding shares of ARCT IV, in a transaction valued at $3.0 billion for consideration including cash, common stock and perpetual preferred securities. The transaction is expected to close during the fourth quarter of 2013, subject to receipt of required ARCT IV stockholder approval.

Cole Merger

• S-4/Proxy filed November 5, 2013

• ARCP and Cole Stockholder votes tentatively schedule for January 14, 2014

ARCP and Cole signed a definitive merger agreement to merge the two companies in a transaction valued at $11.2 billion. This combination will create the largest net lease REIT with an enterprise value of $21.5 billion. ARCP has secured $2.75 billion of fully committed financing from Barclays in connection with this transaction. Cole stockholders are expected to receive a fixed exchange ratio of 1.0929 shares of ARCP common stock or $13.82 cash per share (subject to a 20% proration). A joint proxy statement/prospectus was filed on November 5. Following its effectiveness, both ARCP and Cole stockholders will be entitled to vote on this transaction. The transaction is expected to close in the first quarter of 2014, subject to receipt of required ARCP and Cole stockholder approvals.

• AFFO Growth: Updated AFFO pro forma 2014 guidance of $1.13 to $1.19 per share; target payout ratio of 85% to 90%.

• Dividend Increase: ARCP dividend per share on closing increases to $1.00.

• Significant Deleveraging: ARCP net debt to EBITDA ratio declines from 9.1x to 7.7x by year end 2014.

• Expense Synergies: $70 million of year one expense synergies expected.

• Scale and Competiveness: 64% larger than the closest comparable net lease REIT. Size and scale create operating and revenue efficiencies, including lower cost of capital, superior growth opportunities and higher investor returns.

• Portfolio Quality: Superior diversification by asset type, tenancy, industry and geography; 47% investment grade tenancy; 99% occupied; 11 years remaining average lease term.

• Optimization of Core Capabilities: In addition to the durability provided by the single tenant net lease portfolio, the multi-tenant retail properties coupled with the “vintage” (mid-term) net leased properties should generate significant rent growth potential.

• Cost of Capital Advantages: ARCP’s investment grade rating allows for significantly lower cost of financing, which is highly accretive to its overall corporate earnings.

• Increased Institutional Coverage: Transaction positions ARCP for potential inclusion in the S&P 500.

Self-Management

ARCP is fully committed to become self-managed following the pending closings of the ARCT IV and Cole mergers. The self-management plan will be substantially completed by year-end 2013 and will be fully implemented upon the close of the Cole merger. ARCP executive officers will include: Nick Schorsch, Executive Chairman and CEO, Brian S. Block as EVP and CFO; hires Lisa Beeson as EVP and COO; and Lisa Pavelka McAlister as SVP and CAO. In addition, two of Cole’s independent directors will join the Board of ARCP upon closing of the merger.

Third Quarter 2013 Conference Call Details

ARCP will be hosting its third quarter 2013 conference call and Webcast on Thursday, November 7, 2013 at 11:00 AM ET. Nicholas S. Schorsch, Chairman and Chief Executive Officer, and Brian S. Block, Executive Vice President and Chief Financial Officer, will conduct the call. Conference call details are as follows:

Live Conference Call and Webcast Details*

Domestic Dial-In Number: 1-888-317-6003

International Dial-In Number: 1-412-317-6061

Canada Dial-In Number: 1-866-284-3684

Conference ID: 7852498

Webcast: http://arcpreit.com/Q32013EarningsCall/

*Participants should dial in 10-15 minutes early.

Conference Call Replay Details

Domestic Dial-In Number: 1-877-344-7529

International Dial-In Number: 1-412-317-0088

Conference ID: 10034661

Date Available: November 7, 2013 (one hour after the end of the conference call) to January 31, 2014 at 9:00 AM ET

Supplemental Information

Supplemental information on the Company's third quarter 2013 operations can be found in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (SEC) on November 7, 2013. The supplemental information report is titled “Quarterly Supplemental Information: Third Quarter 2013. Information in this report includes, in addition to other data: (1) Consolidated Balance Sheet and Income Statement Details; (2) Funds from Operations and Adjusted Funds from Operations details; (3) Dividend Summary; and (4) Portfolio Details.

Company Pro Forma Presentation

ARCP filed a company presentation in its Current Report on Form 8-K filed with the SEC on November 5, 2013, containing additional pro forma information describing the combined company (assuming the acquisitions of CapLease, ARCT IV and Cole).  A copy of the company presentation can be found in Annex A attached hereto.

Funds From Operations and Adjusted Funds From Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), an industry trade group, has promulgated a measure known as funds from operations (“FFO”), which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income or loss as determined under U.S. GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with U.S. GAAP, excluding gains or losses from sales of property but including asset impairment writedowns, plus depreciation and amortization, after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our FFO calculation complies with NAREIT’s policy described above.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Historical accounting for real estate involves the use of U.S. GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in U.S. GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. However, FFO and adjusted funds from operations (“AFFO”), as described below, should not be construed to be more relevant or accurate than the current U.S. GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under U.S. GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and AFFO measures and the adjustments to U.S. GAAP in calculating FFO and AFFO.

We consider FFO and AFFO useful indicators of the performance of a REIT. Because FFO calculations exclude such factors as depreciation and amortization of real estate assets and gains or losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs in our peer group. Accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.

Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT's definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses. Management believes these fees and expenses do not affect our overall long-term operating performance. While certain companies may experience significant acquisition activity, other companies may not have significant acquisition activity and management believes that excluding costs such as merger and transaction costs and acquisition related costs from property operating results provides useful information to investors and provides information that improves the comparability of operating results with other companies who do not have significant merger or acquisition activities. AFFO is not equivalent to our net income or loss as determined under GAAP, and AFFO may not be a useful measure of the impact of long-term operating performance if we continue to have such activities in the future.

We exclude certain income or expense items from AFFO that we consider more reflective of investing activities, other non-cash income and expense items and the income and expense effects of other activities that are not a fundamental attribute of our business plan. These items include unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments, gains or losses on contingent valuation rights, gains and losses on investments and early extinguishment of debt. In addition, by excluding non-cash income and expense items such as amortization of above and below market leases, amortization of deferred financing costs, straight-line rent and non-cash equity compensation from AFFO we believe we provide useful information regarding income and expense items which have no cash impact and do not provide liquidity to the company or require capital resources of the company. By providing AFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our ongoing operating performance without the impacts of transactions that are not related to the ongoing profitability of our portfolio of properties. We also believe that AFFO is a recognized measure of sustainable operating performance by the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies that are not as involved activities which are excluded from our calculation. Investors are cautioned that AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as it excludes certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.

In addition, we exclude certain interest expenses related to securities that are convertible to common stock as the shares are assumed to have converted to common stock in our calculation of weighted average common shares-fully diluted.

In calculating AFFO, we exclude expenses, which under GAAP are characterized as operating expenses in determining operating net income. These expenses are paid in cash by us, and therefore such funds will not be available to distribute to investors. All paid and accrued merger and acquisition fees and certain other expenses negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property and certain other expenses. Therefore, AFFO may not be an accurate indicator of our operating performance, especially during periods in which mergers are being consummated or properties are being acquired or certain other expense are being incurred. AFFO that excludes such costs and expenses would only be comparable to companies that did not have such activities. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, we view fair value adjustments as items which are unrealized and may not ultimately be realized. We view both gains and losses from fair value adjustments as items which are not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management's analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe AFFO provides useful supplemental information.

As a result, we believe that the use of FFO and AFFO, together with the required U.S. GAAP presentations, provide a more complete understanding of our performance relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.

FFO and AFFO are non-GAAP financial measures and do not represent net income as defined by U.S. GAAP. FFO and AFFO do not represent cash flows from operations as defined by U.S. GAAP, are not indicative of cash available to fund all cash flow needs and liquidity, including our ability to pay distributions and should not be considered as alternatives to net income, as determined in accordance with U.S. GAAP, for purposes of evaluating our operating performance. Other REITs may not define FFO in accordance with the current NAREIT definition (as we do) or may interpret the current NAREIT definition differently than we do and/or calculate AFFO differently than we do. Consequently, our presentation of FFO and AFFO may not be comparable to other similarly titled measures presented by other REITs.

About the Company

ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market that qualified as a real estate investment trust for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2011, focused on acquiring and owning single-tenant freestanding commercial properties subject to net leases with high credit quality tenants. Additional information about the ARCP can be found on its website at www.arcpreit.com. ARCP may disseminate important information regarding the Company and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.

Additional Information about the Cole Merger and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed Cole merger, the Company and Cole expect to prepare and file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the Company’s proposed acquisition of Cole. The joint proxy/prospectus will contain important information about the proposed transaction and related matters. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY OR COLE WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, COLE AND THE PROPOSED COLE MERGER.

Investors and stockholders of the Company and Cole may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by the Company and Cole with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.arcpreit.com and copies of the documents filed by Cole with the SEC are available free of charge on Cole’s website at www.ColeREIT.com.

Participants in Solicitation relating to the Cole Merger

The Company, Cole, AR Capital, LLC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s and Cole’s stockholders in respect of the proposed Cole merger. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement filed with the SEC on April 30, 2013. Information regarding Cole’s directors and executive officers can be found in Cole’s definitive proxy statement filed with the SEC on April 11, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Cole merger if and when they become available. These documents are available free of charge on the SEC’s website and from the Company or Cole, as applicable, using the sources indicated above.

Additional Information about the ARCT IV Merger and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed ARCT IV merger, the Company and ARCT IV expect to prepare and file with the SEC an amendment to their proxy statement/prospectus and the Company expects to prepare and file with the SEC an amendment to its registration statement on Form S-4 and other documents with respect to the Company’s proposed acquisition of ARCT IV. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ARCT IV MERGER.

Investors may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by the Company and ARCT IV with the SEC (if and when they become available) through the website maintained by the

SEC at www.sec.gov. Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.arcpreit.com and copies of the documents filed by ARCT IV with the SEC are available free of charge on ARCT IV’s website at www.arct-4.com.

Participants in Solicitation relating to the ARCT IV Merger

The Company, ARCT IV, AR Capital, LLC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ARCT IV’s stockholders in respect of the proposed ARCT IV merger. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement filed with the SEC on April 30, 2013. Information regarding ARCT IV’s directors and executive officers can be found in ARCT IV’s definitive proxy statement filed with the SEC on April 30, 2013. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus, the registration statement and other relevant documents filed with the SEC in connection with the proposed ARCT IV merger if and when they become available. These documents are available free of charge on the SEC’s website and from the Company or ARCT IV, as applicable, using the sources indicated above.

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 the Company’s, CapLease’s, ARCT IV’s and Cole’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 the transactions contemplated by any of the merger agreements will be consummated, the combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and estimates of growth, including funds from operations and adjusted funds from operations 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: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of any of the merger agreements; (2) the inability to complete the ARCT IV merger due to the failure to obtain ARCT IV stockholder approval of the ARCT IV merger or the failure to satisfy other conditions to completion of the ARCT IV merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the ARCT IV merger; (3) the inability to obtain regulatory approvals for the Cole merger transaction and the approval by the Company’s stockholders of the issuance of Company common stock in connection with the Cole merger and the approval by Cole’s stockholders of the Cole merger; (4) risks related to disruption of management’s attention from the ongoing business operations due to the proposed mergers; (5) the effect of the announcement of the proposed mergers on the Company’s, ARCT IV’s or Cole’s relationships with their respective customers, tenants, lenders, operating results and businesses generally; (6) the outcome of any legal proceedings relating to any of the mergers or the merger agreements; and (7) risks to consummation of the mergers, including the risk that the mergers will not be consummated within the expected time period or at all. Additional factors that may affect future results are contained in the Company’s, ARCT IV’s and Cole’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company, ARCT IV and Cole disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

Contacts
Anthony J. DeFazio	Brian S. Block, EVP & CFO
DDC Works	American Realty Capital Properties, Inc.
tdefazio@ddcworks.com	bblock@arlcap.com
Ph: 484-342-3600	Ph: 212-415-6500

AMERICAN REALTY CAPITAL PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)

	September 30, 2013			December 31, 2012
	(Unaudited)
ASSETS
Real estate investments, at cost:
Land	$	521,139		$	249,541
Buildings, fixtures and improvements	2,121,178			1,336,726
Acquired intangible lease assets	328,733			212,223
Total real estate investments, at cost	2,971,050			1,798,490
Less: accumulated depreciation and amortization	(148,162		)	(56,110		)
Total real estate investments, net	2,822,888			1,742,380
Cash and cash equivalents	150,481			156,873
Investment in direct financing leases, net	57,449			—
Investment securities, at fair value	9,480			41,654
Derivatives assets, at fair value	7,088			—
Restricted cash	1,680			1,108
Prepaid expenses and other assets	48,165			7,416
Deferred costs, net	47,754			15,356
Assets held for sale	6,028			665
Total assets	$	3,151,013		$	1,965,452
LIABILITIES AND EQUITY
Mortgage notes payable	$	269,891		$	265,118
Convertible debt	300,975			—
Senior secured revolving credit facility	—			124,604
Senior corporate credit facility	600,000			—
Convertible obligation to Series C Convertible Preferred stockholders, at fair value	449,827			—
Contingent value rights obligation to preferred and common investors, at fair value	49,314			—
Below-market lease liabilities, net	4,200			—
Derivatives liabilities, at fair value	1,785			3,830
Accounts payable and accrued expenses	14,740			9,459
Deferred rent and other liabilities	7,404			4,336
Distributions payable	72			9,946
Total liabilities	1,698,208			417,293
Convertible preferred stock, $0.01 par value, 100,000,000 shares authorized, zero and 828,472 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	—			8
Common stock, $0.01 par value, 750,000,000 and 240,000,000 shares authorized and 185,448,022 and 179,167,112 issued and outstanding at September 30, 2013 and December 31, 2012, respectively	1,848			1,792
Additional paid-in capital	1,803,315			1,653,900
Accumulated other comprehensive income (loss)	4,857			(3,934		)
Accumulated deficit	(480,817		)	(120,072		)
Total stockholders’ equity	1,329,203			1,531,694
Non-controlling interests	123,602			16,465
Total equity	1,452,805			1,548,159
Total liabilities and equity	$	3,151,013		$	1,965,452

AMERICAN REALTY CAPITAL PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except for per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues:
Rental income	$	56,681		$	18,301		$	138,060		$	35,713
Direct financing lease income	977			—			977			—
Operating expense reimbursements	3,226			515			6,878			773
Total revenues	60,884			18,816			145,915			36,486
Operating expenses:
Acquisition related	1,235			14,636			21,961			27,235
Merger and other transaction related	3,791			—			146,240			20
Property operating	4,103			1,076			8,972			1,656
General and administrative	1,586			496			4,018			1,523
Equity-based compensation	7,180			480			11,510			804
Depreciation and amortization	39,382			11,632			92,211			22,161
Operating fees to affiliates	—			—			—			212
Total operating expenses	57,277			28,320			284,912			53,611
Operating income (loss)	3,607			(9,504		)	(138,997		)	(17,125		)
Other income (expenses):
Interest expense	(24,135		)	(3,454		)	(41,589		)	(7,596		)
Loss on contingent value rights	(38,542		)	—			(69,676		)	—
Income from investment securities	—			—			218			—
Gain on sale of investment securities	—			—			451			—
Loss on derivative instruments	(99		)	—			(144		)	—
Other income, net	45			206			171			273
Total other expenses, net	(62,731		)	(3,248		)	(110,569		)	(7,323		)
Loss from continuing operations	(59,124		)	(12,752		)	(249,566		)	(24,448		)
Net (gain) loss from continuing operations attributable to non-controlling interests	(30		)	65			726			138
Net loss from continuing operations attributable to stockholders	(59,154		)	(12,687		)	(248,840		)	(24,310		)
Discontinued operations:
Net income (loss) from operations of held for sale properties	96			44			159			(53		)
(Loss) gain on held for sale properties	—			(47		)	14			(452		)
Net income (loss) from discontinued operations	96			(3		)	173			(505		)
Net (loss) income from discontinued operations attributable to non-controlling interests	(5		)	—			(9		)	27
Net income (loss) from discontinued operations attributable to stockholders	91			(3		)	164			(478		)
Net loss	(59,028		)	(12,755		)	(249,393		)	(24,953		)
Net (income) loss attributable to non-controlling interests	(35		)	65			717			165
Net loss attributable to stockholders	$	(59,063	)	$	(12,690	)	$	(248,676	)	$	(24,788	)
Other comprehensive income (loss):
Designated derivatives, fair value adjustments	(3,622		)	(1,198		)	9,218			(4,037		)
Unrealized (loss) gain on investment securities, net	(440		)	34			(427		)	34
Comprehensive loss	$	(63,125	)	$	(13,854	)	$	(239,885	)	$	(28,791	)
Basic and diluted net loss per share from continuing operations attributable to common stockholders	$	(0.32	)	$	(0.09	)	$	(1.49	)	$	(0.31	)
Basic and diluted net loss per share attributable to common stockholders	$	(0.32	)	$	(0.09	)	$	(1.49	)	$	(0.32	)

Funds from Operations and Adjusted Funds from Operations Per Share

(In thousands, except share and per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			Per Share			2013			Per Share
Net loss attributable to stockholders (in accordance with U.S. GAAP)	$	(59,063	)	$	(0.26	)	$	(248,676	)	$	(1.35	)
Gain on held for sale properties	—			—			(14		)	—
Depreciation and amortization	39,382			0.17			92,211			0.50
FFO	(19,681		)	(0.09		)	(156,479		)	(0.85		)
										—
Acquisition related	1,235			0.01			21,961			0.12
Merger and other transaction costs	3,791			0.02			146,240			0.79
Loss on contingent valuation rights	38,542			0.17			69,676			0.38
Gain on sale of investment securities	—			—			(451		)	—
Loss on derivative instruments	99			—			144			—
Interest on convertible obligation to preferred investors	7,266			0.03			8,896			0.05
Interest on convertible debt	1,554			0.01			1,554			0.01
Interest premium on settlement of convertible obligation to preferred investors and convertible debt	5,174			0.02			5,174			0.03
Amortization of above-market lease	63			—			189			—
Amortization of deferred financing costs	3,505			0.02			6,914			0.04
Straight-line rent	(2,063		)	(0.01		)	(5,038		)	(0.03		)
Non-cash equity compensation expense	7,180			0.03			11,510			0.06
AFFO	$	46,665		$	0.21		$	110,290		$	0.60
Weighted Average Shares - fully diluted	227,255,255						184,466,513

ANNEX A

EX-99.2

American Realty Capital Properties, Inc.

Quarterly Supplemental Information

Third Quarter2013

Table of Contents

Introductory Notes	1
Company Information	2
Summary of Financial Highlights	4
Selected Financial Information	5
Consolidated Balance Sheets	6
Consolidated Statements of Operations	7
Funds from Operations and Adjusted Funds from Operations	8
Pro Forma 2014E Earnings Guidance Summary	10
Common Stock Dividend Summary	12
Financial and Operational Statistics and Ratios	13
Debt Summary	14
Mortgage Notes Payable	15
Summary of Debt Covenants	16
Top 10 Concentrations	17
Tenant Diversification	18
Tenant Industry Diversification	21
Property Geographic Diversification	22
Property Building Type Diversification	23
Lease Expirations	24
Definitions	25

American Realty Capital Properties, Inc.

Introductory Notes

The financial data and other information described in this Quarterly Supplement are as of the date this Quarterly Supplement was filed or an earlier date where indicated. Future performance may not be consistent with past performance, and is subject to change with inherent risks and uncertainties.

This Quarterly Supplement contains certain statements that are the Company’s (as defined below) and its management’s hopes, intentions, beliefs, expectations, or projections of the future and might be considered to be forward-looking statements under Federal securities laws. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve inherent risks and uncertainties. The Company’s actual future results may differ significantly from the matters discussed in these forward-looking statements, we do not undertake to, and may not, release revisions to these forward-looking statements to reflect changes after we have made the statements. Factors and risks that could cause actual results to differ materially from expectations are disclosed from time to time in greater detail in the Company’s filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K filed with the SEC, the Company’s quarterly reports on Form 10-Q filed with the SEC, as well as other reports and Company press releases filed with the SEC.

This Quarterly Supplement information includes certain combined consolidated financial information. We use the terms “on a combined basis” throughout this Quarterly Supplement. The consolidated financial information combines the historical financial statements of American Realty Capital Properties, Inc. (“ARCP” or the “Company”) and American Realty Capital Trust III, Inc. (“ARCT III”) after giving effect to the merger of ARCT III into a wholly-owned subsidiary of ARCP (the “ARCT III Merger”), using the carryover basis of accounting as ARCP and ARCT III were considered to be entities under common control under United States generally accepted accounting principles. The consolidated financial information should be read in conjunction with ARCP’s historical consolidated financial statements including the notes thereto, and the notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

The combined consolidated financial information is presented for illustrative purposes only and does not purport to be indicative of the results that would actually have occurred if the ARCT III Merger had occurred as presented in such statements. In addition, future results may vary significantly from the results reflected in such statements.

Definitions of specialized terms can be found at the end of this presentation beginning on page 24.

1

American Realty Capital Properties, Inc.

Company Information

Company Profile

American Realty Capital Properties, Inc. (NASDAQ:ARCP) ("ARCP")is a publicly traded Maryland corporation that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011, that acquires, owns and operates primarily single-tenant, freestanding commercial real estate properties. Our high-quality property portfolio is generally net leased to corporate tenants. These tenants are primarily investment grade rated, occupying properties located at the corner of “Main & Main” and in other strategic locations. Unlike other net lease REITs, ARCP focuses on acquiring properties with both mid-term and long-term leases, which provide for both income generation and growth potential over the longer term. Our investment strategy emphasizes durable income delivered through dependable monthly dividends. ARCP completed its IPO on September 7, 2011, and on February 28, 2013, ARCP completed its merger with ARCT III, a public non-traded REIT with a similar investment strategy.

ARCP's shares trade on the NASDAQ Global Select Market under the ticker symbol "ARCP".

Company Mission

Our mission is to provide our investors with durable income and growth potential while preserving investor capital through a professionally managed investment strategy focused on investment grade corporate tenants occupying properties subject to mid-term and long-term net leases in strategic locations. We believe this approach enables us to generate attractive risk-adjusted returns for our investors. Management adheres to a strict code of industry best practices designed to put the investor first and to align the interests of our stockholders with those of management. These practices include lower fees, fulsome disclosures, a best of class management team, properly sized equity raises, pay for performance, prudent use of leverage and coverage of distributions.

Investment Strategy

Our investment strategy is designed to generate monthly dividends from a durable and predictable level of monthly rents paid by primarily investment grade rated and other credit-worthy tenants, and to provide significant growth potential. We place a premium on stability of cash flow for our investors, and therefore sustain a portfolio blend of both mid-term and long-term lease durations. Our continued focus will be on expanding and diversifying our portfolio of high-quality, well located net leased properties by tenant, industry and geography. We intend to pursue an investment strategy that maximizes current cash flow and achieves sustainable long-term growth, thereby enhancing total return for our investors.

2

American Realty Capital Properties, Inc.

Company Information

(Continued)

Senior Management	Board of Directors
Nicholas S. Schorsch, Chief Executive Officer	Nicholas S. Schorsch, Chairman
Edward M. Weil, Jr., President, Secretary and Treasurer	Edward M. Weil, Jr., Director
Peter M. Budko, Executive Vice President and Chief Investment Officer	William M. Kahane, Director
Brian S. Block, Executive Vice President and Chief Financial Officer	Leslie D. Michelson, Lead Independent Director
Lisa Beeson, Executive Vice President and Chief Operating Officer	Governor Edward G. Rendell, Independent Director
	Scott J. Bowman, Independent Director

Corporate Offices and Contact Information

405 Park Avenue, 15th Floor

New York, NY 10022

212-415-6500

www.arcpreit.com

Trading Symbol: ARCP

Stock Exchange Listing: NASDAQ Global Select Market

Transfer Agent

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

800-736-3001

Covering Analysts

JMP Securities Ladenburg Thalmann

Mitch Germain Dan Donlan

212-906-3546 212-409-2056

mgermain@jmpsecurities.com ddonlan@ladenburg.com

BMO    Janney Montgomery Scott

Paul Adornato / Josh Patinkin    Michael Gorman

212-885-4170 / 312-845-2167    215-665-6224

paul.adornato@bmo.com / josh.patinkin@bmo.commgorman@janney.com

3

American Realty Capital Properties, Inc.

Summary of Financial Highlights

Third Quarter Operating Highlights (three months ended September 30, 2013)

• Revenues:$60.9 million.

• Property level net operating income (includes total revenues less property operating expenses):$56.8 million.

• Funds from operations:$(19.7) million, or $(0.09) per share.

• Core funds from operations (excluding one-time merger and acquisition related costs as well as the mark-to-market adjustment resulting from the completed private placement): $23.9 million, or $0.10 per share

• Adjusted funds from operations:$46.7 million, or $0.21 per share.

• Fully diluted weighted-average shares outstanding: 227.3 million.

Third Quarter Operating Highlights (nine months ended September 30, 2013)

• Revenues:$145.9 million.

• Property level net operating income (includes total revenues less property operating expenses):$136.9 million.

• Funds from operations:$(156.5) million, or $(0.85) per share.

• Core funds from operations (excluding one-time merger and acquisition related costs as well as the mark-to-market adjustment resulting from the completed private placement): $81.4 million, or $0.44 per share

• Adjusted funds from operations:$110.3 million, or $0.60 per share.

4

American Realty Capital Properties, Inc.

Selected Financial Information

(in 000’s, except per share data)

	Quarter Ended
	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
Total revenues	$	60,884		$	44,960		$	40,071		$	29,946		$	18,816
Net loss attributable to stockholders	(59,063		)	(51,679		)	(137,920		)	(14,610		)	(12,690		)
Basic and diluted net loss per share from continuing operations attributable to common stockholders	(0.32		)	(0.32		)	(0.90		)	(0.08		)	(0.09		)
Basic and diluted net loss per share attributable to common stockholders	(0.32		)	(0.32		)	(0.90		)	(0.08		)	(0.09		)
Funds from operations (FFO)	(19,681		)	(23,873		)	(112,825		)	3,848			(1,011		)
Adjusted funds from operations (AFFO)	46,665			32,833			30,752			21,538			13,909
General and administrative expenses	1,586			1,125			1,307			2,386			496
Interest expense	(24,135		)	(11,238		)	(6,202		)	(4,351		)	(3,454		)
Straight-line revenue adjustment	(2,063		)	(1,605		)	(1,370		)	(1,013		)	(581		)
Dividends paid on common stock	42,054			37,088			32,304			31,078			20,082

	Quarter Ended
	September 30, 2013		June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012
Total real estate investments, at cost, including net investments in direct financing leases	$	3,028,499	$	2,933,838	$	2,061,286	$	1,798,490	$	1,181,061
Total assets	3,151,013		2,916,785		2,088,102		1,965,452		1,879,966
Total debt, excluding premiums and discounts	1,629,718		1,314,918		905,118		389,722		283,580
Total equity	1,452,805		1,552,212		1,166,021		1,548,159		1,575,773

5

American Realty Capital Properties, Inc.

Consolidated Balance Sheets

(in 000’s, except share data) 

	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
ASSETS
Real estate investments, at cost:
Land	$	521,139		$	504,562		$	298,280		$	249,541		$	172,063
Buildings, fixtures and improvements	2,121,178			2,043,270			1,521,505			1,336,726			869,424
Acquired intangible lease assets	328,733			318,488			241,501			212,223			139,574
Total real estate investments, at cost	2,971,050			2,866,320			2,061,286			1,798,490			1,181,061
Less: accumulated depreciation and amortization	(148,162		)	(108,765		)	(81,207		)	(56,110		)	(37,666		)
Total real estate investments, net	2,822,888			2,757,555			1,980,079			1,742,380			1,143,395
Cash and cash equivalents	150,481			10,958			52,412			156,873			695,453
Investment in direct financing leases, net	57,449			67,518			—			—			—
Investment securities, at fair value	9,480			9,920			4			41,654			8,089
Derivatives assets, at fair value	7,088			10,161			—			—			—
Restricted cash	1,680			1,576			1,287			1,108			1,212
Prepaid expenses and other assets	48,165			14,626			15,397			7,416			10,837
Receivable for issuance of common stock	—			—			—			—			4,320
Deferred costs, net	47,754			38,443			38,244			15,356			15,848
Assets held for sale	6,028			6,028			679			665			812
Total assets	$	3,151,013		$	2,916,785		$	2,088,102		$	1,965,452		$	1,879,966
LIABILITIES AND EQUITY
Mortgage notes payable	$	269,891		$	269,918		$	265,118		$	265,118		$	192,490
Convertible debt	300,975			—			—			—			—
Senior secured revolving credit facility	—			—			—			124,604			91,090
Senior corporate credit facility	600,000			600,000			640,000			—			—
Convertible obligation to Series C Convertible Preferred stockholders	449,827			445,000			—			—			—
Contingent value rights obligation to preferred and common investors, at fair value	49,314			31,134			—			—			—
Below-market lease liabilities, net	4,200			—			—			—			—
Derivatives liabilities, at fair value	1,785			1,186			5,012			3,830			4,122
Accounts payable and accrued expenses	14,740			12,060			6,589			9,459			4,439
Deferred rent and other liabilities	7,404			5,274			5,270			4,336			2,801
Distributions payable	72			1			92			9,946			9,251
Total liabilities	1,698,208			1,364,573			922,081			417,293			304,193
Convertible preferred stock, $0.01 par value, 100,000,000 shares authorized, zero and 828,472 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	—			8			8			8			8
Common stock, $0.01 par value, 750,000,000 and 240,000,000 shares authorized and 185,448,022 and 179,167,112 issued and outstanding at September 30, 2013 and December 31, 2012, respectively	1,848			1,846			1,543			1,792			1,777
Additional paid-in capital	1,803,315			1,801,460			1,335,863			1,653,900			1,639,179
Accumulated other comprehensive income (loss)	4,857			8,919			(5,018		)	(3,934		)	(4,101		)
Accumulated deficit	(480,817		)	(379,502		)	(290,484		)	(120,072		)	(73,603		)
Total stockholders’ equity	1,329,203			1,432,731			1,041,912			1,531,694			1,563,260
Non-controlling interests	123,602			119,481			124,109			16,465			12,513
Total equity	1,452,805			1,552,212			1,166,021			1,548,159			1,575,773
Total liabilities and equity	$	3,151,013		$	2,916,785		$	2,088,102		$	1,965,452		$	1,879,966

6

American Realty Capital Properties, Inc.

Consolidated Statements of Operations ⁽¹⁾ 

(in 000’s, except per share data)

	Quarter Ended
	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
Revenues:
Rental income	$	56,681		$	43,130		$	38,249		$	28,717		$	18,301
Direct financing lease income	977			—			—			—			—
Operating expense reimbursements	3,226			1,830			1,822			1,229			515
Total revenues	60,884			44,960			40,071			29,946			18,816
Operating expenses:
Acquisition related	1,235			15,144			5,582			15,396			14,636
Merger and other transaction related	3,791			4,680			137,769			2,583			—
Property operating	4,103			2,465			2,388			1,827			1,076
General and administrative	1,586			1,125			1,307			2,386			496
Equity-based compensation	7,180			3,454			876			378			480
Depreciation and amortization	39,382			27,806			25,023			18,310			11,632
Operating fees to affiliates	—			—			—			—			—
Total operating expenses	57,277			54,674			172,945			40,880			28,320
Operating loss	3,607			(9,714		)	(132,874		)	(10,934		)	(9,504		)
Other income (expenses):
Interest expense	(24,135		)	(11,238		)	(6,202		)	(4,351		)	(3,454		)
Loss on contingent value rights	(38,542		)	(31,134		)	—			—			—
Income from investment securities	—			—			218			—			—
Gain on sale of investment securities	—			—			451			—			—
Gain (loss) on derivative instruments	(99		)	(40		)	(5		)	90			—
Other income	45			91			35			687			206
Total other expenses, net	(62,731		)	(42,321		)	(5,503		)	(3,574		)	(3,248		)
Loss from continuing operations	(59,124		)	(52,035		)	(138,377		)	(14,508		)	(12,752		)
Net loss from continuing operations attributable to non-controlling interests	(30		)	322			433			117			65
Net loss from continuing operations attributable to stockholders	(59,154		)	(51,713		)	(137,944		)	(14,391		)	(12,687		)
Discontinued operations:
Net income (loss) from operations of held for sale properties	96			36			11			(90		)	44
Gain (loss) on held for sale properties	—			—			14			(148		)	(47		)
Net gain (loss) from discontinued operations	96			36			25			(238		)	(3		)
Net (gain) loss from discontinued operations attributable to non-controlling interests	(5		)	(2		)	(1		)	19			—
Net gain (loss) from discontinued operations attributable to stockholders	91			34			24			(219		)	(3		)
Net loss	(59,028		)	(51,999		)	(138,352		)	(14,746		)	(12,755		)
Net loss attributable to non-controlling interests	(35		)	320			432			136			65
Net loss attributable to stockholders	$	(59,063	)	$	(51,679	)	$	(137,920	)	$	(14,610	)	$	(12,690	)
Basic and diluted net loss per share from continuing operations attributable to common stockholders	$	(0.32	)	$	(0.32	)	$	(0.90	)	$	(0.08	)	$	(0.09	)
Basic and diluted net loss per share attributable to common stockholders	$	(0.32	)	$	(0.32	)	$	(0.90	)	$	(0.08	)	$	(0.09	)

_______________________________________________

(1) Certain historical balances have been restated for discontinued operations.

7

American Realty Capital Properties, Inc.

Funds from Operations and Adjusted Funds from Operations

(in 000’s, except share and per share data)

	Quarter Ended						Quarter Ended
	September 30, 2013			Per Share			June 30, 2013			Per Share
Net loss attributable to stockholders (in accordance with U.S. GAAP)	$	(59,063	)	$	(0.25	)	$	(51,679	)	$	(0.30	)
(Gain) loss on held for sale properties	—			—			—			—
Depreciation and amortization	39,382			0.17			27,806			0.16
FFO	(19,681		)	(0.09		)	(23,873		)	(0.14		)
Acquisition related	1,235			0.01			15,144			0.09
Merger and other transaction costs	3,791			0.02			4,680			0.03
Loss on contingent valuation rights	38,542			0.17			31,134			0.18
Gain on sale of investment securities	—			—			—			—
Loss on derivative instruments	99			—			40			—
Interest on convertible obligation to preferred investors	7,266			0.03			1,630			0.01
Interest on convertible debt	1,554			0.01			—			—
Interest premium on settlement of convertible obligation to preferred investors and convertible debt	5,174			0.02			—			—
Amortization of above-market lease	63			—			63			—
Amortization of deferred financing costs	3,505			0.02			2,166			0.01
Straight-line rent	(2,063		)	(0.01		)	(1,605		)	(0.01		)
Non-cash equity compensation expense	7,180			0.03			3,454			0.02
AFFO	$	46,665		$	0.21		$	32,833		$	0.19
Weighted average shares - fully diluted	227,255,255						171,012,485

8

American Realty Capital Properties, Inc.

Funds from Operations and Adjusted Funds from Operations

(in 000’s)

	Quarter Ended
	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
Net loss attributable to stockholders (in accordance with U.S. GAAP)	$	(59,063	)	$	(51,679	)	$	(137,920	)	$	(14,610	)	$	(12,690	)
(Gain) loss on held for sale properties	—			—			(14		)	148			47
Depreciation and amortization	39,382			27,806			25,109			18,310			11,632
FFO	(19,681		)	(23,873		)	(112,825		)	3,848			(1,011		)
Acquisition related	1,235			15,144			5,582			15,396			14,636
Merger and other transaction costs	3,791			4,680			137,769			2,583			—
Loss on contingent valuation rights	38,542			31,134			—			—			—
Gain on sale of investment securities	—			—			(451		)	—			—
Loss on derivative instruments	99			40			—			—			—
Interest on convertible obligation to preferred investors	7,266			1,630			—			—			—
Interest on convertible debt	1,554			—			—			—			—
Interest premium on settlement of convertible obligation to preferred investors and convertible debt	5,174			—			—			—			—
Amortization of above-market lease	63			63			63			61			—
Amortization of deferred financing costs	3,505			2,166			1,108			276			385
Straight-line rent	(2,063		)	(1,605		)	(1,370		)	(1,013		)	(581		)
Non-cash equity compensation expense	7,180			3,454			876			387			480
AFFO	$	46,665		$	32,833		$	30,752		$	21,538		$	13,909

9

American Realty Capital Properties, Inc.

Pro Forma 2014E Earnings Guidance Summary

(in millions, except per share data)

	2014 Pro Forma						2014
	ARCP (1)	Cole (2)	Adjustments	Acquisitions (3)	Total		Run Rate
Total revenue	$654	$669	$(20)	$129	$1,433		$1,682
EBITDA	$574	$529	$33	$110	$1,247		$1,486
AFFO	$316	$386	$2	$110	$814		$986
Wtd. Average Shares Outstanding					684		829
AFFO per share					$	1.19	$	1.19
					Range
2014 AFFO per share Earnings Guidance					$1.13 to $1.19

Additional Opportunities to Enhance Profitability

• More successful non-traded REIT capital raising.

• Profit participation upon non-traded REIT monetizations.

• Balance sheet management.

• Greater savings from investment-grade borrowing costs.

• CPI escalators and future percentage of rent growth.

(1) Represents 12 months of activity, excluding assumed acquisitions.

(2) Assumes closing of the proposed Cole merger on April 1, 2014, representing 9 months of activity, excluding assumed acquisitions.

(3) Includes $2 billion of acquisitions for 2014.

(4) Includes payment of all preferred stock dividends (i.e., subtracted from net income) of $70.7 million from ARCP, $0 from Cole.

10

American Realty Capital Properties, Inc.

Pro Forma 2014E Earnings Guidance

Non-GAAP FFO-AFFO Summary

	2014
	Low	High
Net income attributable to stockholders (in accordance with GAAP)	$0.53	$0.59
Acquisition and transaction related costs	0.04	0.04
Depreciation and amortization	0.57	0.57
FFO	1.14	1.20
Amortization of deferred financing costs	0.02	0.02
Straight-line rent	(0.05)	(0.05)
Non-cash equity compensation expense	0.02	0.02
AFFO	$1.13	$1.19

11

American Realty Capital Properties, Inc.

Common Stock Dividend Summary

(in 000’s, except per share data)

	Dividends Paid
Month	Cash		DRIP(1)		Total Common Stock Dividends		Dividends per share (annualized) (2)
Sept-13	$	14,024	$	—	$	14,024	$	0.910
Aug-13	14,036		—		14,036		0.910
Jul-13	13,994		—		13,994		0.910
Q3 2013	42,054		—		42,054
Jun-13	13,952		$	—	13,952		0.910
May-13	11,580		—		11,580		0.900
Apr-13	11,556		—		11,556		0.900
Q2 2013	37,088		—		37,088
Mar-13	11,575		—		11,575		0.900
Feb-13	9,950		—		9,950		0.895
Jan-13	5,884		4,895		10,779		0.895
Q1 2013	27,409		4,895		32,304
2013 to date	$	106,551	$	4,895	$	111,446
Dec-12	$	5,641	$	4,731	$	10,372
Nov-12	5,784		4,864		10,648		0.895
Oct-12	5,481		4,577		10,058		0.890
Q4 2012	16,906		14,172		31,078		0.890
Sept-12	4,626		3,599		8,225
Aug-12	3,860		2,678		6,538		0.890
Jul-12	3,240		2,079		5,319		0.885
Q3 2012	11,726		8,356		20,082		0.885
Jun-12	2,541		1,688		4,229
May-12	1,820		1,019		2,839		0.885
Apr-12	1,266		628		1,894		0.880
Q2 2012	5,627		3,335		8,962		0.880
Mar-12	536		380		916
Feb-12	1,321		302		1,623		0.880
Jan-12	793		231		1,024		0.875
Q1 2012	2,650		913		3,563		0.875
Total 2012	$	36,909	$	26,776	$	63,685
Dec-11	$	696	$	162	$	858
Nov-11	630		101		731		0.875
Oct-11	415		9		424		0.875
Q4 2011	1,741		272		2,013		0.875
Sept-11	—		—		—
Q3 2011	—		—		—		0.000
Total 2011	$	1,741	$	272	$	2,013

_______________________________________________

(1) DRIP means distribution reinvestment plan.

(2) Excludes distributions paid to ARCT III stockholders prior to its merger with ARCP.

12

American Realty Capital Properties, Inc.

Financial and Operational Statistics and Ratios

(in '000's, expect share and per share amounts)

Financial and Operational Statistics and Ratios	As of September 30, 2013 and for the Quarter then Ended
Debt to total capitalization (1)	23.4		%
Net debt to total capitalization (1)	19.5		%
Net debt to enterprise value (1)	25.4		%
Annualized Adjusted EBITDA (2)	$	192,088
Net debt to annualized EBITDA (1)	4.0
Annualized EBITDA/annualized interest expense (1)	2.0
Annualized EBITDA/annualized fixed charges (1)	2.8
Total debt/gross assets (1)	27.9		%
Common shares outstanding	185,448,022
Fully diluted shares outstanding, excluding operating partnership units	227,255,255
Operating partnership units outstanding (3)	9,051,661
Stock price at end of period	$	12.20
Market capitalization (equity capitalization)	$	2,262,466
Total capitalization	$	3,932,473
Enterprise value	$	3,031,190
High stock close price	$	15.26
Low stock close price	$	12.20

_______________________________________________

⁽¹⁾ Debt and interest expense statistics exclude balances related to Convertible obligation to Series C Convertible Preferred stockholders as well as balances relating to the Convertible Senior Notes as these amounts are convertible to common shares at ARCP's option.

⁽²⁾ Amount excludes one-time for acquisition, merger and other transaction costs as well as unrealized losses on contingent value rights.

⁽³⁾ Excludes 8.2 million long-term incentive plan units which are unearned at September 30, 2013.

13

American Realty Capital Properties, Inc.

Debt Summary

(in 000’s) 

Debt Maturities:	Total		October 1, 2013 - December 31, 2013		2014 – 2015		2016 – 2017		Thereafter
Principal payments due on mortgage notes payable	$	269,891	$	47	$	13,956	$	186,588	$	69,300
Principal payments due on senior corporate credit facility	600,000		—		—		—		600,000
Principal payments due on convertible debt	310,000		—		—		—		310,000
Principal obligation to Series C Convertible Preferred stockholders	449,827		449,827		—		—		—
Total	$	1,629,718	$	449,874	$	13,956	$	186,588	$	979,300

Debt Summary	Percentage of Total Debt		Weighted Average Effective Interest Rate		Weighted Average Maturity (years)
Principal payments due on mortgage notes payable	16.6	%	4.25	%	4.68
Principal payments due on senior corporate credit facility	36.8	%	2.69	%	4.38
Principal payments due on convertible debt	19.0	%	3.00	%	4.33
Principal obligation to Series C Convertible Preferred stockholders	27.6	%	5.81	%	0.25

14

American Realty Capital Properties, Inc.

Mortgage Notes Payable

Lender	Maturity	Balance (000's)		Coupon Rate		Effective Rate		Payment Terms (1)
Wells Fargo	2/6/2022	$	39,200	6.15	%	6.24	%	IO
Wells Fargo	2/28/2017	36,600		3.76	%	3.81	%	IO
Bank of Texas	7/31/2017	28,350		3.28	%	3.32	%	IO
Wells Fargo	1/31/2017	24,406		3.75	%	3.80	%	IO
Wells Fargo	1/31/2017	24,094		3.75	%	3.80	%	IO
Bank of Texas	7/31/2017	16,555		3.28	%	3.32	%	IO
Wells Fargo	2/6/2022	15,100		6.15	%	6.24	%	IO
Oritani Bank	1/1/2018	15,000		3.75	%	3.80	%	IO
Ladder Capital	7/6/2015	13,823		5.25	%	5.32	%	IO through 7/2013, then P&I
Bank of Texas	7/13/2017	12,725		3.43	%	3.48	%	IO
Wells Fargo	8/6/2017	12,270		3.70	%	3.75	%	IO
Customers Bank	12/28/2016	11,940		3.75	%	3.80	%	IO through 12/2014, then P&I
Customers Bank	8/16/2017	5,500		3.63	%	3.68	%	IO
Bank of Texas	10/31/2016	5,060		3.67	%	3.72	%	IO
Wells Fargo	3/1/2017	4,800		3.76	%	3.81	%	IO
First Place Bank	1/1/2017	4,468		4.60	%	4.66	%	IO
Total		$	269,891	4.22	%	4.28	%

_______________________________________________

(1) IO means only interest is due monthly with the principal due at maturity; P&I means both principal and interest are due monthly.

15

American Realty Capital Properties, Inc.

Summary of Debt Covenants

The following is a summary of key financial covenants for the Company's senior corporate credit facility as defined and calculated per the terms of the facilities credit agreement. These calculations, which are not based on U.S. generally accepted accounting principles measurements, are presented to investors to show our ability to incur additional debt only and are not measures of our liquidity or performance.

Key Covenants (1)	Required	Q3 2013
Maximum consolidated leverage ratio	≤ 65%	48.50%
Maximum recourse indebtedness	≤ Total Asset Value x 10%	Limit = $333 MM/Actual = $0
Minimum fixed charge coverage ratio	> 1.5x	2.13x
Minimum borrowing base interest coverage ratio	≥ 1.54x	1.84x
Secured leverage ratio	≤ 45%	8.10%
Borrowing base asset value ratio	≥ 1.54x	3.98x
Minimum tangible net worth ("TNW") covenant	≥ base TNW plus 85% of equity issuances	Limit ≥ $1.18 B/Actual = $1.6 B
Variable rate indebtedness	≤Total Asset Value x 20%	Limit = $666 MM/Actual = $85 MM
Total unencumbered asset value ratio	≥ 1.54x	1.78x

_______________________________________________

(1) Modifications were made to the debt covenants for Company's senior corporate credit facility including changes to required ratios and certain calculations in November 2013. The results above are based on the new covenant limits and calculations. As of September 30, 2013, the Company was in compliance with all covenants based on the covenant limits and calculations in place at that time.

16

American Realty Capital Properties, Inc. 

Top 10 Concentrations

Tenant Concentration

Tenant	Number of Properties	Square Feet	Square Feet as a % of Total Portfolio		Average Annual Rent (in 000's)		Average Annual Rent as a % of Total Portfolio		Investment Rating(1)
Citizens Bank	159	815,876	4.0	%	$	19,318	8.18	%	A-
Dollar General	244	2,229,601	10.9	%	19,053		8.06	%	BBB-
FedEx	30	1,408,749	6.9	%	16,181		6.85	%	BBB
Walgreens	40	575,550	2.8	%	14,339		6.07	%	BBB
AON Corporation	1	818,686	4.0	%	10,821		4.58	%	BBB+
General Mills	2	1,872,112	9.2	%	6,670		2.82	%	BBB+
GSA	12	217,615	1.1	%	5,833		2.47	%	AA+
Advance Auto	56	393,962	1.9	%	5,480		2.32	%	BBB-
DineEquity Inc.	38	183,400	0.9	%	5,397		2.28	%	B
Jack In The Box, Inc.	45	120,417	0.6	%	5,202		2.20	%	NR
Total	627	8,635,968	42.3	%	$	108,294	45.8	%	41.1%

_______________________________________________

(1) Eight of the top ten tenants are investment grade rated corporate tenants representing 41.1% of average annual rental revenue of the total portfolio.

Tenant Industry Concentration

Industry	Number of Properties	Square Feet	Square Feet as a % of Total Portfolio		Average Annual Rent (in 000's)		Average Annual Rent as a % of Total Portfolio
Quick Service Restaurant	266	759,621	3.7	%	$	26,711	11.3	%
Discount Retail	298	2,684,253	13.2	%	24,243		10.3	%
Retail Banking	164	976,289	4.8	%	22,641		9.6	%
Consumer Products	8	5,966,111	29.2	%	22,031		9.3	%
Pharmacy	64	869,686	4.3	%	21,067		8.9	%
Casual Dining	105	723,115	3.5	%	16,306		6.9	%
Family Dining	117	704,842	3.5	%	16,215		6.9	%
Freight	30	1,408,749	6.9	%	16,181		6.8	%
Healthcare	22	663,168	3.3	%	13,209		5.6	%
Insurance	1	818,686	4.0	%	10,821		4.6	%
Total	1,075	15,574,520	76.4	%	$	189,425	80.2	%

Geographic Concentration

State/Possession	Number of Properties	Square Feet	Square Feet as a % of Total Portfolio		Average Annual Rent (in 000's)		Average Annual Rent as a % of Total Portfolio
Illinois	42	1,486,911	7.3	%	$	19,122	8.1	%
Texas	130	1,187,775	5.8	%	17,620		7.5	%
Michigan	79	685,759	3.4	%	12,740		5.4	%
California	16	1,450,328	7.1	%	12,488		5.3	%
North Carolina	57	1,146,449	5.6	%	11,163		4.7	%
Missouri	86	942,859	4.6	%	11,019		4.7	%
Ohio	63	1,197,640	5.9	%	10,754		4.6	%
Georgia	64	403,579	2.0	%	8,896		3.8	%
Pennsylvania	69	365,231	1.8	%	8,697		3.7	%
Mississippi	36	1,380,764	6.8	%	8,327		3.5	%
Total	642	10,247,295	50.3	%	$	120,826	51.3	%

17

American Realty Capital Properties, Inc.

Tenant Diversification⁽¹⁾ 

Tenant	Number of Properties	Square Feet	Square Feet as a % of Total Portfolio		Average Remaining Lease Term (2)	Industry	Average Annual Rent (in 000's)		Average Annual Rent as a % of Total Portfolio
24 Hour Fitness	1	45,906	0.23	%	15.0	Fitness	$	1,102	0.47	%
3432, LLC	1	4,283	0.02	%	13.9	Family Dining	89		0.04	%
7-Eleven	4	10,526	0.05	%	5.7	Gas/Convenience	411		0.17	%
Academy Sports	2	133,713	0.66	%	15.2	Retail - Sporting Goods	1,455		0.62	%
ADF Companies Group	1	2,626	0.01	%	1.7	Family Dining	66		0.03	%
Advance Auto	56	393,962	1.93	%	8.1	Auto Retail	5,480		2.32	%
Advanced Dental Implant and Denture Center, LLC	1	2,775	0.01	%	10.8	Healthcare	40		0.02	%
AFC Enterprises	1	1,564	0.01	%	0.5	Quick Service Restaurant	30		0.01	%
Ale House Management	3	18,807	0.09	%	4.5	Casual Dining	636		0.27	%
AMCOR	1	221,035	1.08	%	9.8	Packaging	1,480		0.63	%
Ameriprise	1	145,003	0.71	%	11.3	Financial Services	1,269		0.54	%
AM-PM Enterprises III, Inc.	1	3,530	0.02	%	18.8	Quick Service Restaurant	42		0.02	%
Ann Ching Chen	1	6,948	0.03	%	1.1	Family Dining	92		0.04	%
AON Corporation	1	818,686	4.01	%	11.3	Insurance	10,821		4.58	%
Arbed Tosa 100	1	5,712	0.03	%	11.6	Casual Dining	172		0.07	%
Arby's Restaurant Group, Inc.	35	104,229	0.51	%	4.9	Quick Service Restaurant	3,753		1.59	%
Auto Zone	1	6,782	0.03	%	15.3	Auto Retail	152		0.06	%
Baxters Steakhouse	1	5,186	0.03	%	2.8	Casual Dining	41		0.02	%
Bed Bath & Beyond	1	1,035,840	5.08	%	10.9	Consumer Products	4,717		2.00	%
Bee Mac Enterprises	2	4,232	0.02	%	4.4	Quick Service Restaurant	150		0.06	%
Bighorn Associates	1	3,600	0.02	%	3.2	Casual Dining	121		0.05	%
BJ's	1	108,532	0.53	%	10.1	Retail - Wholesale	883		0.37	%
Black Angus Steakhouse, LLC	1	6,552	0.03	%	5.7	Casual Dining	295		0.12	%
Bloomin Apple	1	4,234	0.02	%	5.3	Casual Dining	200		0.08	%
Bojangles	13	47,824	0.23	%	11.9	Quick Service Restaurant	1,807		0.76	%
Boston Market Corporation	4	13,713	0.07	%	5.2	Quick Service Restaurant	369		0.16	%
Brinker International	2	10,640	0.05	%	3.2	Casual Dining	389		0.16	%
Bruegger's Enterprises	2	5,265	0.03	%	5.7	Quick Service Restaurant	113		0.05	%
Buca	2	14,885	0.07	%	4.7	Casual Dining	384		0.16	%
Bullard Restaurants	1	2,693	0.01	%	4.2	Quick Service Restaurant	108		0.05	%
Bullitt Ventures, Inc.	1	5,325	0.03	%	9.9	Family Dining	85		0.04	%
Burger King	1	2,800	0.01	%	11.0	Quick Service Restaurant	85		0.04	%
Burgerbusters, LLC	6	12,903	0.06	%	5.4	Quick Service Restaurant	578		0.24	%
Caribou Coffee	1	1,625	0.01	%	1.7	Quick Service Restaurant	91		0.04	%
Carlos O'Kelly's	9	47,349	0.23	%	4.2	Casual Dining	1,401		0.59	%
Carrols	18	61,000	0.30	%	7.4	Quick Service Restaurant	1,982		0.84	%
Charlestons	1	6,874	0.03	%	1.5	Casual Dining	122		0.05	%
Checkers Drive-In Restaurants	12	9,540	0.05	%	11.7	Casual Dining	1,139		0.48	%
Cherryden	1	7,213	0.04	%	6.4	Family Dining	223		0.09	%
Chi-Co., Inc.	1	2,751	0.01	%	4.2	Quick Service Restaurant	74		0.03	%
Circle K	3	9,460	0.05	%	10.3	Gas/Convenience	416		0.18	%
Citizens Bank	159	815,876	4.00	%	6.8	Retail Banking	19,318		8.18	%
CKE Restaurants	7	24,841	0.12	%	6.6	Quick Service Restaurant	568		0.24	%
Community Bank	1	4,410	0.02	%	2.8	Retail Banking	36		0.02	%
Corral Group	1	2,968	0.01	%	7.7	Quick Service Restaurant	63		0.03	%
Cracker Barrel	5	50,479	0.25	%	15.8	Family Dining	1,605		0.68	%
CVS	14	151,903	0.74	%	9.4	Pharmacy	3,225		1.36	%
Darrin Cobb	1	5,180	0.03	%	8.2	Casual Dining	69		0.03	%
Davco Restaurants	1	3,471	0.02	%	12.3	Quick Service Restaurant	133		0.06	%
DaVita Dialysis	5	216,348	1.06	%	10.3	Healthcare	3,107		1.31	%
Den Columbia	1	2,730	0.01	%	3.4	Family Dining	134		0.06	%
Denny's Corporation	7	30,193	0.15	%	3.4	Family Dining	696		0.29	%
Den-Tex Centra	4	21,098	0.10	%	6.7	Family Dining	505		0.21	%
DineEquity Inc.	38	183,400	0.90	%	6.3	Family Dining	5,397		2.28	%
Dollar General	244	2,229,601	10.93	%	12.2	Discount Retail	19,053		8.06	%
Dunkin' Brands	1	2,880	0.01	%	10.9	Quick Service Restaurant	92		0.04	%
Dynamic Management LLC	1	3,263	0.02	%	4.9	Quick Service Restaurant	61		0.03	%
Einstein/Noah Bagel	1	3,875	0.02	%	8.5	Quick Service Restaurant	77		0.03	%
Enterprises, LLC	1	2,759	0.01	%	9.5	Quick Service Restaurant	45		0.02	%
Express Scripts	1	227,467	1.12	%	8.3	Healthcare	3,347		1.42	%
Fal Co L.L.C	3	6,240	0.03	%	8.9	Quick Service Restaurant	47		0.02	%
Family Dollar	54	454,652	2.23	%	8.3	Discount Retail	5,190		2.20	%
FedEx	30	1,408,749	6.91	%	10.0	Freight	16,181		6.85	%
Frandeli Group	11	237,898	1.17	%	3.3	Casual Dining	1,469		0.62	%
Fresenius	14	116,226	0.57	%	9.5	Healthcare	2,482		1.05	%
Fresh Creations, LLC	2	11,315	0.06	%	9.6	Family Dining	232		0.10	%
Garden Fresh Restaurant	1	7,411	0.04	%	10.5	Family Dining	180		0.08	%
GBM, LLC	2	5,700	0.03	%	5.9	Quick Service Restaurant	119		0.05	%
GDK Development	1	3,682	0.02	%	3.1	Quick Service Restaurant	56		0.02	%
GE Aviation	1	303,035	1.49	%	11.2	Aerospace	2,511		1.06	%
Geko	1	5,012	0.02	%	16.6	Casual Dining	107		0.05	%
General Mills	2	1,872,112	9.18	%	9.4	Consumer Products	6,670		2.82	%
Georgetowne Affiliates	1	3,102	0.02	%	6.9	Quick Service Restaurant	68		0.03	%
Globamax Restaurants	1	3,600	0.02	%	13.1	Casual Dining	71		0.03	%
GMRI, Inc.	2	12,190	0.06	%	2.6	Casual Dining	382		0.16	%

18

Tenant	Number of Properties	Square Feet	Square Feet as a % of Total Portfolio		Average Remaining Lease Term (2)		Industry	Average Annual Rent (in 000's)	Average Annual Rent as a % of Total Portfolio
Golden Corral	18	175,150	0.86	%	1.4		Family Dining	3,191	1.35	%
Grandys	5	20,584	0.10	%	3.2		Casual Dining	315	0.13	%
GSA	12	217,615	1.07	%	6.6		Government Services	5,833	2.47	%
H & K Partners	1	2,000	0.01	%	13.7		Quick Service Restaurant	99	0.04	%
Hanesbrands	1	758,463	3.72	%	10.9		Consumer Products	2,366	1.00	%
HB Boys	1	2,437	0.01	%	23.7		Quick Service Restaurant	109	0.05	%
Heartland	2	6,139	0.03	%	2.6		Quick Service Restaurant	284	0.12	%
Home Depot	1	465,600	2.28	%	16.2		Home Maintenance	2,258	0.96	%
Hometown Folks	2	6,252	0.03	%	18.9		Quick Service Restaurant	204	0.09	%
Houlihan's Restaurant Group	1	10,089	0.05	%	3.7		Casual Dining	273	0.12	%
Hy-Vee	1	40,461	0.20	%	10.3		Supermarket	326	0.14	%
Interfoods of America	3	6,440	0.03	%	4.4		Quick Service Restaurant	232	0.10	%
Iron Mountain	1	126,664	0.62	%	4.3		Storage Facility	443	0.19	%
J.C. Corral, Inc.	1	9,952	0.05	%	5.8		Family Dining	162	0.07	%
Jack In The Box, Inc.	45	120,417	0.59	%	3.4		Quick Service Restaurant	5,202	2.20	%
JCS Holdings, Inc.	3	16,718	0.08	%	5.9		Casual Dining	501	0.21	%
John C. Brown	1	6,002	0.03	%	(0.3	)	Family Dining	42	0.02	%
John Deere	1	552,960	2.71	%	4.3		Heavy Equipment	2,353	1.00	%
Kaiser Foundation	1	100,352	0.49	%	9.4		Healthcare	4,233	1.79	%
Ker Management Services, LLC	2	14,105	0.07	%	9.1		Casual Dining	236	0.10	%
Key Bank	1	3,575	0.02	%	9.3		Retail Banking	98	0.04	%
K-MAC Holdings Corp	1	2,121	0.01	%	0.8		Quick Service Restaurant	115	0.05	%
Kohl's	1	88,408	0.43	%	10.3		Retail - Department Stores	858	0.36	%
Koning Restaurants International	2	5,860	0.03	%	7.1		Family Dining	106	0.04	%
Krystal	27	59,373	0.29	%	17.0		Quick Service Restaurant	3,014	1.28	%
Kum & Go	13	60,015	0.29	%	18.2		Gas/Convenience	2,894	1.22	%
Leeann Chin	3	9,051	0.04	%	7.7		Quick Service Restaurant	263	0.11	%
Little General Store, Inc.	1	1,940	0.01	%	9.1		Quick Service Restaurant	49	0.02	%
Logan's Roadhouse	6	48,406	0.24	%	13.2		Casual Dining	1,821	0.77	%
Mattress Firm	7	53,912	0.26	%	9.3		Specialty Retail	989	0.42	%
Meritage Group	1	2,606	0.01	%	2.4		Quick Service Restaurant	107	0.05	%
Metro Corral Partners	1	12,260	0.06	%	10.7		Family Dining	393	0.17	%
Michael Callahan	1	3,206	0.02	%	0.9		Quick Service Restaurant	84	0.04	%
Michigan Mult-King	1	2,036	0.01	%	2.6		Quick Service Restaurant	88	0.04	%
Midwest BBQ Ventures, LLC	1	5,803	0.03	%	(1.3	)	Casual Dining	202	0.09	%
Monro Muffler	1	3,688	0.02	%	9.0		Auto Services	102	0.04	%
Mountain Range Restaurants	1	5,985	0.03	%	6.3		Family Dining	91	0.04	%
MrEats Corral, LLC	1	9,952	0.05	%	0.6		Family Dining	221	0.09	%
Mrs. Baird's	1	75,050	0.37	%	3.7		Consumer Goods	631	0.27	%
NBI Food Services	1	2,900	0.01	%	11.7		Quick Service Restaurant	97	0.04	%
NEA-BBQ, LLC	3	16,920	0.08	%	4.7		Casual Dining	416	0.18	%
North Country Management	1	3,400	0.02	%	5.2		Quick Service Restaurant	69	0.03	%
NTB	1	12,244	0.06	%	10.2		Auto Services	146	0.06	%
NTW & Big O Tires	2	17,159	0.08	%	10.3		Auto Services	312	0.13	%
Ohio Valley Bistros	1	8,242	0.04	%	4.8		Casual Dining	333	0.14	%
Ok Apple, Inc.	1	4,761	0.02	%	10.8		Casual Dining	223	0.09	%
O'Reilly Auto's	2	12,084	0.06	%	13.9		Auto Retail	166	0.07	%
Pacific Bells	3	6,594	0.03	%	10.4		Quick Service Restaurant	425	0.18	%
Pantry Gas & Convenience	11	32,393	0.16	%	8.6		Gas/Convenience	2,746	1.16	%
PENNANT FOODS CORP.	10	29,417	0.14	%	4.3		Quick Service Restaurant	928	0.39	%
Pilot Flying J	1	17,480	0.09	%	5.2		Travel Centers	970	0.41	%
Platinum Corral, LLC	2	22,382	0.11	%	1.9		Family Dining	431	0.18	%
Price Rite	1	42,100	0.21	%	14.4		Supermarket	354	0.15	%
Prometheus Partners	11	27,601	0.14	%	8.2		Quick Service Restaurant	1,342	0.57	%
Qdoba	2	5,000	0.02	%	9.5		Quick Service Restaurant	209	0.09	%
Quality Dining	4	19,573	0.10	%	6.3		Quick Service Restaurant	373	0.16	%
Razzoos	1	6,607	0.03	%	2.5		Casual Dining	201	0.09	%
Real Mex Restaurants	2	15,563	0.08	%	9.3		Casual Dining	417	0.18	%
Reckitt Benckiser	1	32,000	0.16	%	4.6		Consumer Products	964	0.41	%
Restaurant Management Co.	6	14,536	0.07	%	2.7		Family Dining	287	0.12	%
Rite Aid	10	142,233	0.70	%	14.5		Pharmacy	3,503	1.48	%
Roger K Osborne	1	2,850	0.01	%	6.8		Quick Service Restaurant	95	0.04	%
Royal Capital	5	27,418	0.13	%	9.3		Family Dining	667	0.28	%
Rubbermaid	2	1,160,820	5.69	%	9.2		Consumer Products	3,135	1.33	%
Rubio's Restaurants	1	2,379	0.01	%	0.9		Casual Dining	120	0.05	%
Ruby Tuesday, Inc.	6	30,851	0.15	%	5.3		Casual Dining	839	0.36	%
Run Restaurants	1	6,356	0.03	%	11.5		Casual Dining	163	0.07	%
Saulat Enterprises	10	36,844	0.18	%	5.8		Quick Service Restaurant	450	0.19	%
Scotts Company	3	551,249	2.70	%	9.3		Agricultural Products & Services	1,512	0.64	%
Shaw's Supermarkets	1	59,766	0.29	%	7.4		Supermarket	513	0.22	%
Shoney's	6	31,939	0.16	%	9.3		Family Dining	375	0.16	%
Shoot the Moon	1	5,208	0.03	%	3.2		Casual Dining	128	0.05	%
Shorest, LLC	5	26,512	0.13	%	9.9		Family Dining	459	0.19	%
Sonfish	2	6,737	0.03	%	10.1		Quick Service Restaurant	204	0.09	%
Southeast New Mexico Foods	2	4,346	0.02	%	18.9		Quick Service Restaurant	122	0.05	%
Southern Boys Restaurant Group	2	10,283	0.05	%	2.0		Family Dining	171	0.07	%
Southern Rock Restaurants, LLC	1	3,389	0.02	%	4.3		Casual Dining	67	0.03	%
Southern Star Management Group	1	2,763	0.01	%	5.0		Quick Service Restaurant	60	0.03	%

19

Tenant	Number of Properties	Square Feet	Square Feet as a % of Total Portfolio		Average Remaining Lease Term (2)	Industry	Average Annual Rent (in 000's)		Average Annual Rent as a % of Total Portfolio
Subhash Gupta	1	2,591	0.01	%	3.5	Quick Service Restaurant	66		0.03	%
Subway Restaurants	1	2,485	0.01	%	9.1	Quick Service Restaurant	35		0.01	%
Synovus Bank	1	3,744	0.02	%	7.8	Retail Banking	336		0.14	%
Tacala	2	4,220	0.02	%	5.6	Quick Service Restaurant	199		0.08	%
Talbots	1	313,000	1.53	%	19.7	Retail - Department Stores	3,803		1.61	%
Tally Ho Partners	1	2,608	0.01	%	6.6	Quick Service Restaurant	61		0.03	%
TCF National Bank	1	5,654	0.03	%	16.8	Retail Banking	104		0.04	%
TD Bank	1	143,030	0.70	%	11.3	Retail Banking	2,750		1.16	%
Texas Roadhouse, Inc.	9	59,852	0.29	%	2.3	Casual Dining	1,635		0.69	%
The Bailey Company	1	3,477	0.02	%	3.0	Quick Service Restaurant	131		0.06	%
Thermo Process Systems	1	150,000	0.74	%	2.2	Diversified Industrial	1,056		0.45	%
Tire Kingdom	1	6,656	0.03	%	9.9	Auto Services	155		0.07	%
Top Line Restaurants	1	7,025	0.03	%	16.2	Family Dining	125		0.05	%
Tractor Supply	6	129,975	0.64	%	11.8	Specialty Retail	1,547		0.65	%
Tripoli	1	4,558	0.02	%	2.4	Family Dining	164		0.07	%
Twin Dragon LLC	1	6,400	0.03	%	3.3	Casual Dining	106		0.04	%
United States Beef	5	14,725	0.07	%	5.1	Quick Service Restaurant	319		0.14	%
UPS e-Logistics	1	400,000	1.96	%	1.9	3rd Party Logistics	1,300		0.55	%
Valenti Management	1	2,535	0.01	%	8.0	Quick Service Restaurant	148		0.06	%
Vitamin Shoppe	1	3,500	0.02	%	9.2	Specialty Retail	166		0.07	%
Vsgh Partners	2	4,802	0.02	%	0.3	Quick Service Restaurant	63		0.03	%
Walgreens	40	575,550	2.82	%	14.5	Pharmacy	14,339		6.07	%
Wendab Associates	4	11,831	0.06	%	12.5	Quick Service Restaurant	598		0.25	%
Wendy's Company	1	3,199	0.02	%	8.3	Quick Service Restaurant	108		0.05	%
West Marine	1	15,404	0.08	%	8.8	Marine Products	277		0.12	%
Williams Sonoma	1	1,106,876	5.43	%	9.3	Consumer Products	4,179		1.77	%
Woodland Group	9	43,623	0.21	%	4.9	Casual Dining	1,311		0.55	%
Yum! Brands	1	2,900	0.01	%	6.5	Quick Service Restaurant	112		0.05	%
Z & H Foods, Inc.	3	5,295	0.03	%	1.3	Quick Service Restaurant	137		0.06	%
Zee&Son, LLC	1	2,007	0.01	%	19.0	Family Dining	27		0.01	%
Total	1,219	20,399,857	100	%	9.5		$	236,296	100	%

_______________________________________________

(1) Excludes one vacant property classified as held for sale.

(2) Remaining lease term in years as of September 30, 2013.

20

American Realty Capital Properties, Inc.

Tenant Industry Diversification ⁽¹⁾ 

Industry	Number of Properties	Square Feet	Square Feet as a % of Total Portfolio		Average Annual Rent (in 000's)		Average Annual Rent as a % of Total Portfolio
3rd Party Logistics	1	400,000	2.0	%	$	1,300	0.6	%
Aerospace	1	303,035	1.5	%	2,511		1.1	%
Agricultural Products & Services	3	551,249	2.7	%	1,512		0.6	%
Auto Retail	59	412,828	2.0	%	5,798		2.5	%
Auto Services	5	39,747	0.2	%	715		0.3	%
Casual Dining	105	723,115	3.5	%	16,306		6.9	%
Consumer Goods	1	75,050	0.4	%	631		0.3	%
Consumer Products	8	5,966,111	29.2	%	22,031		9.3	%
Discount Retail	298	2,684,253	13.2	%	24,243		10.3	%
Diversified Industrial	1	150,000	0.7	%	1,056		0.4	%
Family Dining	117	704,842	3.5	%	16,215		6.9	%
Financial Services	1	145,003	0.7	%	1,269		0.5	%
Fitness	1	45,906	0.2	%	1,102		0.5	%
Freight	30	1,408,749	6.9	%	16,181		6.8	%
Gas/Convenience	31	112,394	0.6	%	6,467		2.7	%
Government Services	12	217,615	1.1	%	5,833		2.5	%
Healthcare	22	663,168	3.3	%	13,209		5.6	%
Heavy Equipment	1	552,960	2.7	%	2,354		1.0	%
Home Maintenance	1	465,600	2.3	%	2,258		1.0	%
Insurance	1	818,686	4.0	%	10,821		4.6	%
Marine Products	1	15,404	0.1	%	277		0.1	%
Packaging	1	221,035	1.1	%	1,481		0.6	%
Pharmacy	64	869,686	4.3	%	21,067		8.9	%
Quick Service Restaurant	266	759,621	3.7	%	26,711		11.3	%
Retail - Department Stores	2	401,408	2.0	%	4,661		2.0	%
Retail - Sporting Goods	2	133,713	0.7	%	1,455		0.6	%
Retail - Wholesale	1	108,532	0.5	%	883		0.4	%
Retail Banking	164	976,289	4.8	%	22,641		9.6	%
Specialty Retail	14	187,387	0.9	%	2,702		1.1	%
Storage Facility	1	126,664	0.6	%	443		0.2	%
Supermarket	3	142,327	0.7	%	1,193		0.5	%
Travel Centers	1	17,480	0.1	%	970		0.4	%
Total	1,219	20,399,857	100	%	$	236,296	100	%

_______________________________________________

(1) Excludes one vacant property classified as held for sale.

21

American Realty Capital Properties, Inc. 

Property Geographic Diversification⁽¹⁾

State/Possession	Number of Properties	Square Feet	Square Feet as a % of Total Portfolio		Average Annual Rent (in 000's)		Average Annual Rent as a % of Total Portfolio
Alabama	43	578,951	2.8	%	$	8,122	3.4	%
Arizona	8	74,227	0.4	%	1,613		0.7	%
Arkansas	35	386,630	1.9	%	4,393		1.9	%
California	16	1,450,328	7.1	%	12,488		5.3	%
Colorado	13	238,886	1.2	%	4,673		2.0	%
Connecticut	10	37,126	0.2	%	1,184		0.5	%
Delaware	4	12,369	0.1	%	286		0.1	%
Florida	38	227,787	1.1	%	5,792		2.5	%
Georgia	64	403,579	2.0	%	8,896		3.8	%
Idaho	8	71,565	0.4	%	1,552		0.7	%
Illinois	42	1,486,911	7.3	%	19,122		8.1	%
Indiana	28	1,762,150	8.6	%	8,288		3.5	%
Iowa	19	671,074	3.3	%	4,810		2.0	%
Kansas	24	1,328,245	6.5	%	5,121		2.2	%
Kentucky	28	663,260	3.3	%	5,929		2.5	%
Louisiana	28	221,238	1.1	%	2,871		1.2	%
Maine	2	146,430	0.7	%	2,819		1.2	%
Maryland	3	25,110	0.1	%	744		0.3	%
Massachusetts	18	435,195	2.1	%	6,157		2.6	%
Michigan	79	685,759	3.4	%	12,740		5.4	%
Minnesota	11	200,487	1.0	%	1,693		0.7	%
Mississippi	36	1,380,764	6.8	%	8,327		3.5	%
Missouri	86	942,859	4.6	%	11,019		4.7	%
Montana	5	55,377	0.3	%	856		0.4	%
Nebraska	3	25,355	0.1	%	409		0.2	%
Nevada	12	100,660	0.5	%	2,414		1.0	%
New Hampshire	10	65,328	0.3	%	1,349		0.6	%
New Jersey	9	90,531	0.4	%	2,748		1.2	%
New Mexico	10	54,475	0.3	%	870		0.4	%
New York	25	326,461	1.6	%	7,522		3.2	%
North Carolina	57	1,146,449	5.6	%	11,163		4.7	%
North Dakota	4	31,318	0.2	%	572		0.2	%
Ohio	63	1,197,640	5.9	%	10,754		4.6	%
Oklahoma	23	375,143	1.8	%	3,070		1.3	%
Oregon	6	25,143	0.1	%	652		0.3	%
Pennsylvania	69	365,231	1.8	%	8,697		3.7	%
Puerto Rico	2	31,050	0.2	%	1,105		0.5	%
Rhode Island	7	136,188	0.7	%	2,416		1.0	%
South Carolina	31	655,029	3.2	%	7,056		3.0	%
South Dakota	2	49,641	0.2	%	415		0.2	%
Tennessee	49	371,959	1.8	%	6,589		2.8	%
Texas	130	1,187,775	5.8	%	17,620		7.5	%
Utah	3	14,009	0.1	%	415		0.2	%
Vermont	4	15,432	0.1	%	335		0.1	%
Virginia	25	150,269	0.7	%	3,395		1.4	%
Washington	5	219,700	1.1	%	3,139		1.3	%
West Virginia	9	57,079	0.3	%	1,434		0.6	%
Wisconsin	9	198,127	1.0	%	2,085		0.9	%
Wyoming	4	23,558	0.1	%	577		0.2	%
Total	1,219	20,399,857	100	%	$	236,296	100	%

_______________________________________________

(1) Excludes one vacant property classified as held for sale

.

22

American Realty Capital Properties, Inc.

Property Building Type Diversification⁽¹⁾ 

Building Type	Number of Properties	Square Feet	Square Feet as a % of Total Portfolio		Average Annual Rent (in 000's)		Average Annual Rent as a % of Total Portfolio
Retail	1,133	8,021,932	39.3	%	$	149,604	63.3	%
Office	39	2,339,472	11.5	%	36,955		15.6	%
Distribution	47	10,038,453	49.2	%	49,737		21.0	%
Total	1,219	20,399,857	100	%	$	236,296	100	%

_______________________________________________

(1) Excludes one vacant property classified as held for sale.

23

American Realty Capital Properties, Inc.

Lease Expirations

Year of Expiration	Number of Leases Expiring	Average Annual Rent (in 000's)		% of Portfolio Average Annual Rent Expiring		Leased Rentable Square Feet	% of Portfolio Rentable Square Feet Expiring
October 31, 2013 through December 31, 2013	4	$	187	0.1	%	11,283	0.1	%
2014	36	6,139		2.6	%	312,943	1.5	%
2015	48	7,365		3.1	%	828,769	4.1	%
2016	56	6,493		2.7	%	282,097	1.4	%
2017	100	13,117		5.6	%	914,069	4.5	%
2018	121	19,625		8.3	%	1,328,382	6.5	%
2019	72	10,550		4.5	%	468,073	2.3	%
2020	79	8,892		3.8	%	486,265	2.4	%
2021	65	13,851		5.9	%	936,401	4.6	%
2022	127	24,387		10.3	%	4,093,425	20.1	%
2023	72	26,005		11.0	%	2,714,313	13.3	%
Total	780	$	136,611	57.9	%	12,376,020	60.8	%

24

American Realty Capital Properties, Inc.

Definitions

Average annual rent is annualized rental income under our leases reflecting straight-line rent adjustments associated with contractual rent increases in the leases as required by GAAP, as further adjusted to reflect the effect of (i) tenant concessions and abatements such as free rent

Creditworthy tenants are determined by us based on our own assessment of the tenant financial condition based on our underwriting criteria.

Funds from Operations and Adjusted Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), an industry trade group, has promulgated a measure known as funds from operations (“FFO”), which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income or loss as determined under U.S. GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with U.S. GAAP, excluding gains or losses from sales of property but including asset impairment writedowns, plus depreciation and amortization, after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our FFO calculation complies with NAREIT’s policy described above.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Historical accounting for real estate involves the use of U.S. GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in U.S. GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. However, FFO and adjusted funds from operations (“AFFO”), as described below, should not be construed to be more relevant or accurate than the current U.S. GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under U.S. GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and AFFO measures and the adjustments to U.S. GAAP in calculating FFO and AFFO.

We consider FFO and AFFO useful indicators of the performance of a REIT. Because FFO calculations exclude such factors as depreciation and amortization of real estate assets and gains or losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs in our peer group. Accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.

25

Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT's definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses. Management believes these fees and expenses do not affect our overall long-term operating performance. While certain companies may experience significant acquisition activity, other companies may not have significant acquisition activity and management believes that excluding costs such as merger and transaction costs and acquisition related costs from property operating results provides useful information to investors and provides information that improves the comparability of operating results with other companies who do not have significant merger or acquisition activities. AFFO is not equivalent to our net income or loss as determined under GAAP, and AFFO may not be a useful measure of the impact of long-term operating performance if we continue to have such activities in the future.

We exclude certain income or expense items from AFFO that we consider more reflective of investing activities, other non-cash income and expense items and the income and expense effects of other activities that are not a fundamental attribute of our business plan. These items include unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments, gains or losses on contingent valuation rights, gains and losses on investments and early extinguishment of debt. In addition, by excluding non-cash income and expense items such as amortization of above and below market leases, amortization of deferred financing costs, straight-line rent and non-cash equity compensation from AFFO we believe we provide useful information regarding income and expense items which have no cash impact and do not provide liquidity to the company or require capital resources of the company. By providing AFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our ongoing operating performance without the impacts of transactions that are not related to the ongoing profitability of our portfolio of properties. We also believe that AFFO is a recognized measure of sustainable operating performance by the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies that are not as involved activities which are excluded from our calculation. Investors are cautioned that AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as it excludes certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.

In addition, we exclude certain interest expenses related to securities that are convertible to common stock as the shares are assumed to have converted to common stock in our calculation of weighted average common shares-fully diluted.

In calculating AFFO, we exclude expenses, which under GAAP are characterized as operating expenses in determining operating net income. These expenses are paid in cash by us, and therefore such funds will not be available to distribute to investors. All paid and accrued merger and acquisition fees and certain other expenses negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property and certain other expenses. Therefore, AFFO may not be an accurate indicator of our operating performance, especially during periods in which mergers are being consummated or properties are being acquired or certain other expense are being incurred. AFFO that excludes such costs and expenses would only be comparable to companies that did not have such activities. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, we view fair value adjustments as items which are unrealized and may not ultimately be realized. We view both gains and losses from fair value adjustments as items which are not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management's analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe AFFO provides useful supplemental information.

As a result, we believe that the use of FFO and AFFO, together with the required U.S. GAAP presentations, provide a more complete understanding of our performance relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.

26

FFO and AFFO are non-GAAP financial measures and do not represent net income as defined by U.S. GAAP. FFO and AFFO do not represent cash flows from operations as defined by U.S. GAAP, are not indicative of cash available to fund all cash flow needs and liquidity, including our ability to pay distributions and should not be considered as alternatives to net income, as determined in accordance with U.S. GAAP, for purposes of evaluating our operating performance. Other REITs may not define FFO in accordance with the current NAREIT definition (as we do) or may interpret the current NAREIT definition differently than we do and/or calculate AFFO differently than we do. Consequently, our presentation of FFO and AFFO may not be comparable to other similarly titled measures presented by other REITs.

Investment grade - a determination made by major credit rating agencies.

27

EX-99.3

FOR IMMEDIATE RELEASE

American Realty Capital Properties Appoints Lisa Pavelka McAlister as Chief Accounting Officer

New York, New York, November 6, 2013 -- American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: ARCP) announced today that it has appointed Lisa Pavelka McAlister as its Chief Accounting Officer, effective November 8, 2013. Ms. McAlister will join Nicholas S. Schorsch, Executive Chairman and Chief Executive Officer, Lisa Beeson, Chief Operating Officer, and Brian S. Block, Chief Financial Officer, as part of ARCP’s self-managed executive team.

Ms. McAlister’s primary focus as the Chief Accounting Officer of ARCP will be to manage the accounting and financial functions of the company and aid in the integration of ARCP’s recently closed and pending transactions, including working closely with the financial and senior management teams at Cole Real Estate Investments, Inc. (NYSE: COLE) to manage the financial integration of the companies.

Ms. McAlister held the position of Managing Director at PricewaterhouseCoopers (“PwC’) in its real estate capital markets and accounting advisory services practice. Prior to joining PwC, Ms. McAlister held the COO position and was a prior CFO of Bank of America Merrill Lynch global private equity, and she has also been a CFO of a publicly-traded healthcare real estate investment trust. Ms. McAlister has 25 years’ experience in senior financial roles in all aspects of financial and accounting operations, internal controls, information systems, treasury and investor relations for public companies in the private equity, real estate, financial services, healthcare and technology sectors.

Brian Block, Chief Financial Officer of ARCP, commented, “We are excited to have Lisa on board as we complete our self-management initiative by year-end 2013. Lisa’s extensive financial and accounting operations and knowledge of real estate, will serve us well. Her industry experience will provide a strong perspective on public company accounting and financial best practices as we continue to strive toward becoming not only the leading net lease REIT, but a leading public REIT.”

About ARCP

ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market, focused on acquiring and owning single tenant freestanding commercial properties subject to net leases with high credit quality tenants. 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.

Important Notice

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words.

Contacts

Anthony J. DeFazio	Brian S. Block, EVP and CFO
DDCworks	American Realty Capital Properties, Inc.
tdefazio@ddcworks.com	bblock@arlcap.com
Ph: (484-342-3600)	Ph: (212-415-6500)