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):
January
29, 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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Item2.01
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Completion of Acquisition of
Assets.
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Fresenius
Medical Distribution Portfolio
On
January 29, 2010, the Company acquired two build-to-suit distribution facilities
from Fresenius Medical Care North America, a wholly owned subsidiary of
Fresenius Medical Care AG & Co. KGaA, to be leased by their wholly owned
subsidiary Fresenius USA Manufacturing, Inc. The distribution facilities are
each 70,000 square feet, and are located in Apple Valley, CA and Shasta Lake,
CA. The aggregate purchase price was approximately $12.6 million,
inclusive of all closing costs and fees.
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Address
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City
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State
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Purchase
Price
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Approximate
Compensation
to
Advisor
and
Affiliates
(1)
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Navajo
Rd and Lafayette Street
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Apple
Valley
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CA
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$ | 6,611,592 | $ | 182,733 | ||||
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3415
Bronze Court
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Shasta
lake
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CA
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6,427495 | |||||||
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Total
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$ | 12,589,087 | ||||||||
(1)
Compensation to Advisor and affiliate includes acquisition fees and
financing arrangement fees.
The
primary lease term under this double net lease arrangement, whereby the landlord
is responsible for roof and structure, is 15 years, with a remaining lease term
of approximately 12.5 years, and provides for contractual rent escalations of
10% every 5 years. The lease will also provide for two 5 year renewal
options. The average annual base rent on a straight-line basis over the initial
lease term is approximately $1.2 million. The leases will be guaranteed by
Fresenius National Medical Care Holdings, Inc. (a wholly owned subsidiary of
Fresenius Medical Care AG & Co. KGaA) which has a senior unsubordinated
rating of BB+ by Standard & Poor’s.
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Address
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City
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State
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Total
Square
Feet
Leased
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Rent
Per
Square
Foot
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Year
1
Rent
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Lease
Term
Remaining
(Years)
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||||||||||||
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Navajo
Rd and Lafayette Street
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Apple
Valley
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CA
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70,000
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$
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7.15
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$
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500,500
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12.4
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3415
Bronze Court
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Shasta
lake
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CA
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70,000
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7.47
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522,900
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12.6
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||||||||||||
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Total/
Lease Term Remaining Average
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140,000
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$
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7.31
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$
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1,023,400
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12.5
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The
purchase price is comprised of a combination of approximately $6.1 million
of proceeds received from a first mortgage loan and proceeds from the sale of
common shares.
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Mortgage
Debt Amount
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Rate
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Maturity
Date
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$6,090,000
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6.25%
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January
31, 2015
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Fresenius
Medical Services is a kidney dialysis company, operating in both the field of
dialysis products and the field of dialysis services operating more than 1,700
outpatient dialysis clinics in the United States. The Renal Therapies Group is
responsible for the manufacture and distribution of a variety of dialysis
products and equipment, including dialysis machines, dialyzers and other
dialysis related supplies.
Fresenius
Medical Care AG & Co. KGaA (NYSE: FMS) is the world's largest integrated
provider of products and services for individuals with chronic kidney failure, a
condition that affects more than 1.77 million individuals worldwide. Through its
network of 2,509 dialysis clinics in North America, Europe, Latin America and
Asia/Pacific and Africa, Fresenius Medical Care provides dialysis treatment to
approximately 193,000 patients around the globe. Fresenius Medical Care is also
the world's largest provider of dialysis products such as hemodialysis machines,
dialyzers and related disposable products. In the United States, it also
performs clinical laboratory testing and provides inpatient dialysis services
and other services under contract to hospitals. During the year ended
December 31, 2008, it provided 27.9 million dialysis treatments. Fresenius
Medical Care is listed on the Frankfurt Stock Exchange (FME, FME3) and the New
York Stock Exchange (FMS, FMS/P).
.
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(Amounts
in millions)
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Six
Months
Ended
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Year
Ended
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||||||||||||||
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June
30, 2009
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Dec.
31, 2008
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Dec.
31, 2007
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Dec.
31, 2006
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Statement
of Operations
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Net
revenue
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$
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5,750
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$
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10,612
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$
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9,720
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$
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8,499
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Net
income
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450
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818
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717
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537
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As
of
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As
of
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|||||||||||||||
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June
30, 2009
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Dec.
31, 2008
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Dec.
31, 2007
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Dec.
31, 2006
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Balance
Sheets
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Total
assets
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$
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15,700
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$
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14,920
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$
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14,170
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$
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13,045
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Shareholders’
equity
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6,500
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5,962
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5,575
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4,870
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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:
February 4, 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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