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 21, 2012 (November 16, 2012)
American Realty Capital Trust IV, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
333-180274 | 32-0372241 | |
(Commission File Number) | (IRS Employer Identification No.) |
405 Park Avenue, 15th Floor New York, New York 10022 |
(Address, including zip code, of Principal Executive Offices) |
(212) 415-6500 |
(Registrant’s Telephone Number, Including Area Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On October 29, 2012, the board of directors of American Realty Capital Trust IV, Inc. (the “Company”) ratified the Company’s entry, through its sponsor, into a purchase and sale agreement to acquire the fee simple interest in three Dollar General stores as described below. The Company completed its due diligence review as of the respective closing date of each property, which was prior to the end of the due diligence period upon which the purchase and sale agreement was conditioned, among other conditions.
Item 2.01 is incorporated by reference herein.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 16, 2012 and November 19, 2012, the Company closed the acquisition of the fee-simple interest in three build-to-suit Dollar General stores located in Texas (Lacy Lakeview, Cedar Creek and Beeville) at the purchase prices listed below. The Company acquired the properties through indirect wholly owned subsidiaries of its operating partnership. The sellers of the properties are identified below. Neither of the sellers has a material relationship with the Company and the acquisitions were not affiliated transactions.
The Company funded 100% of the acquisition of the properties with cash from its ongoing initial public offering.
Each property is 100% leased to a subsidiary of Dollar General Corporation (NYSE: “DG”), which guarantees each of the leases and carries an investment grade credit rating, as determined by major credit rating agencies. Each lease is net whereby the tenant is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, in addition to base rent.
The following table provides, for each of the properties, information relating to the tenants, sellers, lease commencement and termination dates, rentable square footage, annualized rental income, rental escalations, renewal options and the purchase price.
Acquisition Date |
Tenant | Location | Seller | Lease
Date |
Lease
Date |
Rentable Square Foot |
Annualized Rental Income |
Rental Escalations |
Renewal |
Purchase Price |
11/16/2012 | Dolgencorp, LLC | Lacy Lakeview, TX | RSBR Investments | October 2012 |
October 2027 |
9,100 | $0.1 million | 3% in 11th lease year | 3 – 5 year options | $1.1 million |
11/16/2012 | Dolgencorp, LLC | Cedar Creek, TX | RSBR Investments | November 2012 |
November 2027 |
9,100 | $0.1 million | 3% in 11th lease year | 3 – 5 year options | $1.1 million |
11/19/2012 | Dolgencorp, LLC | Beeville, TX | Overland Properties, LLC | October 2012 |
October 2027 |
9,026 | $0.1 million | None | 3 – 5 year options | $1.1 million |
Item 9.01. Financial Statements
(a) Financial Statements of Business Acquired (Lessees)
Set forth in this Item 9.01(a) are summary financial statements of Dollar General Corporation as described under Item 2.01 of this Current Report on Form 8-K.
Dollar General Corporation currently files its financial statements in reports filed with the U.S. Securities and Exchange Commission, and the following summary financial data regarding Dollar General Corporation are taken from such filings:
For the 26 Weeks Ended August 3, 2012 (Unaudited) |
Fiscal Year Ended |
|||||||||||||||
(Amounts in Thousands) | February 3, 2012 (Audited) |
January 28, 2011 (Audited) |
January 29, 2010 (Audited) |
|||||||||||||
Consolidated Condensed Statements of Income | ||||||||||||||||
Net sales | $ | 7,849,860 | $ | 14,807,188 | $ | 13,035,000 | $ | 11,796,380 | ||||||||
Operating profit | 771,538 | 1,490,804 | 1,274,065 | 953,258 | ||||||||||||
Net income | 427,555 | 766,685 | 627,857 | 339,442 |
(Amounts in Thousands) | August 3, 2012 (Unaudited) |
February 3, 2012 (Audited) |
January 28, 2011 (Audited) |
January 29, 2010 (Audited) |
||||||||||||
Consolidated Condensed Balance Sheets | ||||||||||||||||
Total assets | $ | 10,103,474 | $ | 9,688,520 | $ | 9,546,222 | $ | 8,863,519 | ||||||||
Long-term obligations | 2,887,251 | 2,617,891 | 3,287,070 | 3,399,715 | ||||||||||||
Total liabilities | 5,287,463 | 5,013,938 | 5,482,590 | 5,454,735 | ||||||||||||
Total shareholders’ equity | 4,810,410 | 4,668,495 | 4,054,479 | 3,390,298 |
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 TRUST IV, INC. | |||
Date: November 21, 2012 | By: | /s/ Nicholas S. Schorsch | |
Name: | Nicholas S. Schorsch | ||
Title: |
Chief Executive Officer and Chairman of the Board of Directors |