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):
October
25, 2010
American
Realty Capital Trust, Inc.
Maryland
(State
or Other Jurisdiction of Incorporation)
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333-145949
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71-1036989
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(Commission
File Number)
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(IRS
Employer Identification No.)
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106
Old York Road
Jenkintown,
PA
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19046
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(215) 887-2189 (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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Completion
of Acquisition of Assets.
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Brown
Shoe Company and Payless Shoe Source Distribution Centers
On
October 19, 2010, American Realty Capital Trust, Inc. (the “Company”) acquired
two free-standing fee-simple distribution facilities from Collective Brands,
Inc. located in LeBec, California and Brookville, Ohio. The tenants
of the distribution facilities are Brown Shoe Company and Payless Shoe
Source. Collective Brands, Inc. is the guarantor of the lease to
Payless Shoe Source. The distribution facility for Brown Shoe Company
is 655,220 square feet. The distribution facility for Payless Shoe
Source is 801,711 square feet. The aggregate purchase price for both
distribution facilities was approximately $70.2 million.
The
primary lease term for the distribution facility leased to Brown Shoe Company is
20 years with 18.1 years currently remaining. The primary lease term for
the distribution facility leased to Payless Shoe Source is 15 years with 13.4
years currently remaining. The leases provide for contractual rent
escalations of 10% every five years. The leases also provide for
three renewal options of five years each with rent increasing by 10% at each
renewal. The leases are triple net whereby the tenants are required
to pay substantially all operating expenses, including all costs to maintain and
repair the roof and structure of the building, and the cost of all capital
expenditures, in addition to base rent. The annual rent on a straight
line basis for the lease to Brown Shoe Company is approximately $2.4
milion. The annual rent on a straight line basis for the lease to
Payless Shoe Source is approximately $4.2 million.
The
acquisition was funded with a combination of $28.2 million of proceeds
received from a first mortgage loan from Citigroup, proceeds from the sale of
the Company’s common stock and an investment of $6.0 million from an
an unrelated third party investor.
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Mortgage
Debt Amount
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Rate
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Maturity
Date
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$28,200,000
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4.85%
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October
2020
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Brown
Shoe Company, Inc. (NYSE: BWS) manufactures and distributes various branded,
licensed, and private-label casual, athletic, and dress footwear products to
women, children and men in the United States and internationally. As
of January 31, 2010, the company operated 1,411 retail shoe stores primarily
under the Famous Footwear and Naturalizer names. Its brand portfolio
includes: Naturalizer, Franco Sarto, Via Spiga, LifeStride, Etienne Aigner, Dr.
Scholl's, Carlos by Carlos Santana, Zodiac, Naya, Fergie, Vera Wang Lavender,
Sam Edelman, and Buster Brown. The company was founded in 1878 and is
headquartered in St. Louis, Missouri.
The following financial data was taken
from the company’s annual and quarterly reports filed with the Securities and
Exchange Commission:
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($ in
millions)
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26
Weeks Ended
07/31/2010
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Fiscal Year
End
1/30/2010
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Fiscal Year
End
01/31/2009
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Fiscal Year
End
02/02/2008
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Total
Revenue
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$ | 1,183.5 | $ | 2,241.9 | $ | 2,276.3 | $ | 2,359.9 | ||||||||
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Net Income
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15.3 | 9.5 | (133.2 | ) | 60.4 | |||||||||||
| 07/31/2010 | 1/30/2010 | 1/31/2009 | 2/2/2008 | |||||||||||||
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Cash and
Equivalents
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30.7 | 125.8 | 86.9 | 59.8 | ||||||||||||
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Total
Assets
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1,077.1 | 1,040.1 | 1,026.0 | 1,099.8 | ||||||||||||
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Total
Liabilities
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685.5 | 628.9 | 623.8 | 541.2 | ||||||||||||
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Total Stockholder
Equity
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391.6 | 411.2 | 402.2 | 558.6 | ||||||||||||
Payless
Shoe Source is the largest specialty family footwear retailer in the Western
Hemisphere. The company has built a portfolio that includes Airwalk,
Dexter, Champion, American Eagle by Payless, SmartFit, Zoe&Zac, designer
labels Lela Rose for Payless, Christian Siriano for Payless, alice + olivia for
Payless and STPLxAirwalk. Payless has more than 23,000 global
associates and a network of nearly 4,500 stores, in a variety of retail
settings, in all 50 U.S. states, as well as in Puerto Rico, Guam, Saipan, the
U.S. Virgin Islands, Canada, Central America, the Caribbean, and South
America. The company was founded in 1956 in Topeka,
Kansas.
Collective
Brands, Inc. (NYSE: PSS), the lease guarantor and Payless Shoe Source’s parent,
is among the world’s preeminent footwear, accessory and lifestyle brand
companies. Formed in 2007, Collective Brands Inc. now ranks as the
largest non-athletic footwear company in the Western Hemisphere and the largest
footwear company in the Western Hemisphere based on retail stores. As a result
of the merger, Collective Brands operates three distinctive business units:
Payless Shoe Source, Collective Brands Performance + Lifestyle Group, and
Collective Licensing International. The Company’s brands include: Stride Rite,
Keds, Saucony, Sperry Top-Sider, and Airwalk.
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($ in
millions)
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26
Weeks Ended
07/31/2010
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Fiscal Year
End
1/30/2010
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Fiscal Year
End
01/31/2009
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Fiscal Year
End
02/02/2008
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Total
Revenue
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$ | 1,094.3 | $ | 3,307.9 | $ | 3,442.0 | $ | 3,035.4 | ||||||||
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Net Income
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75.3 | 82.7 | (68.7 | ) | 42.7 | |||||||||||
| 07/31/2010 | 1/30/2010 | 1/31/2009 | 2/2/2008 | |||||||||||||
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Cash and
Equivalents
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333.9 | 393.5 | 249.3 | 232.5 | ||||||||||||
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Total
Assets
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2,295.8 | 2,284.3 | 2,251.3 | 2,415.2 | ||||||||||||
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Total
Liabilities
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1,478.4 | 1,549.1 | 1,629.0 | 1,712.3 | ||||||||||||
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Total Stockholder
Equity
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817.4 | 735.2 | 622.3 | 702.9 | ||||||||||||
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.
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AMERICAN
REALTY CAPITAL TRUST, INC.
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Date:
October 25, 2010
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By:
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/s/
Nicholas S. Schorsch
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Name:
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Nicholas
S. Schorsch
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Title:
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Chief
Executive Officer and
Chairman
of the Board of Directors
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