Subsequent Events

The following events occurred subsequent to December 31, 2014:

Completion of Acquisition of Assets

The following table presents certain information about the properties that the Company acquired from December 31, 2014 to March 27, 2015 (dollar amounts and square footage in thousands):



	No. of Buildings	Square Feet		Base Purchase Price ⁽¹⁾
Total Portfolio – December 31, 2014	4,648	103,149		$	17,849,621
Acquisitions, net of disposals	5	(1,137	)	(286,112		)
Total portfolio – March 27, 2015	4,653	102,012		$	17,563,509

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(1)	Contract purchase price, excluding acquisition and transaction related costs.

Agreement in Principle with Senior Noteholder Group; Receipt of Notice of Default from Trustee for Convertible Notes

On January 22, 2015, the Company announced that it had entered into an agreement in principle with an ad hoc group of holders (the “Senior Noteholder Group”), which the Company had been advised then represented a majority of the aggregate principal amounts outstanding of each of the 2.00% senior notes due 2017, the 3.00% senior notes due 2019 and the 4.60% senior notes due 2024, which, in each case, were issued by the OP, of which the Company is the sole general partner, and guaranteed by the Company under an Indenture, dated February 6, 2014 (the “Indenture”), by and among the OP, U.S. Bank National Association, as trustee, and the guarantors named therein. Pursuant to such agreement, the Senior Noteholder Group agreed not to issue a notice of default, prior to March 3, 2015, for the Company’s failure to timely deliver a 10-Q for the third quarter of 2014 (the “Third Quarter 10-Q”) containing financial information required to be included therein in respect of the OP, which is required to be delivered pursuant to the terms of the Indenture. In exchange, the Company agreed to sign a confidentiality agreement with the Senior Noteholder Group’s counsel and pay reasonable and documented fees and out-of-pocket expenses of such counsel up to $300,000. Furthermore, the parties agreed that in the event a notice of default related to our failure to timely deliver such third quarter 2014 financial statements is issued by the senior noteholders on or after March 3, 2015, the 60 day cure period set forth in the Indenture would be reduced by one day for each day after January 19, 2015 that such notice of default is given. Such agreement was subsequently definitively documented and a supplement to the Indenture was entered into on February 9, 2015. The agreement was reached after the ad hoc group organized recently and directed counsel to the Senior Noteholder Group to engage in discussions with the Company regarding the terms of a possible resolution in response to our failure to timely deliver such third quarter 2014 financial information regarding the OP. The Company and the OP filed the Third Quarter 10-Q containing the required financial information with the SEC on March 2, 2015.

The Company announced on January 22, 2015 that it received at its Phoenix, Arizona corporate office notice (the “Notice”) from the trustee under the indentures (the “Convertible Indentures”) governing each of the 2018 Notes and the 2020 Notes (collectively, the “Convertible Notes”) of the Company’s failure to timely deliver our Third Quarter 10-Q, which was required to be delivered pursuant to the terms of the Convertible Indentures. Subsequent to the Company’s announcement, the Company learned that it also received the Notice on January 16, 2015, at an address in New York City that was formerly the Company’s principal place of business. Pursuant to the terms of the Convertible Indentures, the Company had 60 days following its receipt of a notice of default to deliver the required financial statements, after which such failure would become an event of default under each of the Convertible Indentures.

Management and Board of Directors Changes

On March 10, 2015, the Company’s board of directors appointed Glenn J. Rufrano to serve as the Company’s new Chief Executive Officer and a director, effective April 1, 2015. Additionally, effective April 1, 2015, with the departure of two directors and subject to the board of directors’ recruitment process, the board of directors will consist of Mr. Rufrano, William G. Stanley, Thomas A. Andruskevich and Bruce D. Frank. The board of directors is in the process of recruiting a non-executive Chairman of the Board and two other new independent directors. Mr. Stanley will continue to serve as Interim Chairman of the Board until the appointment of the new non-executive Chairman of the Board.