SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported) January 24, 2013 (January 23, 2013)
AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)
||(I.R.S. Employer Identification No.)|
New York, New York 10022
|(Address, including zip code, of principal executive offices)|
|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 January 24, 2013, American
Realty Capital Properties, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with ARC Properties Operating Partnership, L.P. and Ladenburg Thalmann & Co. Inc.,
Aegis Capital Corp., Maxim Group LLC and National Securities Corporation (collectively, the “Underwriters”),
related to an underwritten public offering of 1,800,000 shares of the Company’s common stock, par value $0.01 per
share (the “Follow-on Offering”). The offering price to the public in the Follow-On Offering is $13.47 per
share (before underwriting discounts and commissions). Under the terms of the Underwriting Agreement, the Company has also
granted the Underwriters a 30-day option to purchase up to an additional 270,000 shares of common stock at the public
offering price, less underwriting discounts and commissions. The net proceeds to the Company from the Follow-On Offering are
expected to be approximately $23,292,000, after deducting underwriting discounts and commissions (before expenses, including
the advisory fee payable to Realty Capital Securities, LLC as described below), assuming no exercise by the Underwriters of
their option to purchase additional shares of common stock. The transactions contemplated by the Underwriting Agreement are
expected to close on January 29, 2013, subject to the satisfaction of customary closing conditions.
Realty Capital Securities, LLC, a
FINRA-registered broker-dealer that is under common control with the manager of the Company, will receive an advisory fee
from the Company in an amount equal to 0.50% of the gross proceeds received from the Follow-On Offering (including in
connection with any shares of common stock sold pursuant to the underwriters' option to purchase additional shares of common
stock) in connection with advisory services it has provided in connection with the Follow-On Offering.
The shares of common stock sold in the Follow-On
Offering will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-182971). The Company filed a
prospectus supplement, dated January 24, 2013, to the prospectus, dated January 22, 2013, with the Securities and Exchange Commission
in connection with the offer and sale of the shares of common stock in the Follow-On Offering.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the
parties and termination provisions.
Certain of the Underwriters and their related
entities have engaged, and may in the future engage, in commercial and investment banking transactions with the Company in the
ordinary course of its business. These Underwriters and their related entities have received, and expect to receive, customary
compensation and expense reimbursement for these commercial and investment banking transactions.
A copy of the Underwriting Agreement is
filed as Exhibit 1.1 to this Current Report on Form 8-K. The foregoing summary description of the material terms of the Underwriting
Agreement is not complete and is qualified in its entirety by reference to the Underwriting Agreement. A copy of the opinion of
Venable LLP relating to the legality of the shares of common stock being issued in the Follow-On Offering is attached as Exhibit
5.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On January 23, 2013, the Company
issued a press release announcing the launch of the Follow-On Offering. On January 24, 2013, the Company issued a press
release announcing the pricing of the Follow-On Offering. Copies of the January 23, 2013 and January 24, 2013 press releases
are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and each press release is incorporated herein by
In accordance with General Instruction B.2
of Form 8-K, the information set forth in the attached Exhibit 99.1 and Exhibit 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.
Item 9.01. Financial Statements and Exhibits
||Underwriting Agreement, dated as of January 24, 2013, among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., Ladenburg Thalmann & Co. Inc., Aegis Capital Corp., Maxim Group LLC and National Securities Corporation.|
||Opinion of Venable LLP regarding the legality of the shares of common stock being issued.|
||Consent of Venable LLP (included in Exhibit 5.1).|
||Press release of American Realty Capital Properties, Inc., dated January 23, 2013, announcing the launch of the Follow-On Offering.|
||Press release of American Realty Capital Properties, Inc., dated January 24, 2013, announcing the pricing of the Follow-On Offering.|
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.|
|January 24, 2013
||/s/ Nicholas S. Schorsch|
||Nicholas S. Schorsch|
||Chief Executive Officer and|
||Chairman of the Board of Directors|