UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 10, 2012 (April 5, 2012)
American Realty Capital Trust III, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 333-170298 | 27-3515929 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
405 Park Avenue, 15th Floor New York, New York 10022 |
(Address, including zip code, of Principal Executive Offices) Registrant's telephone number, including area code: (212) 415-6500 |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
FedEx Ground Distribution Facility
On February 27, 2012, the board of directors of American Realty Capital Trust III, Inc. (the “Company”) ratified the Company’s entry, through its sponsor, AR Capital, LLC, into a purchase and sale agreement with SunCap Orangetown, LLC, to acquire a fee-simple interest in one build-to-suit FedEx Ground distribution facility in Blauvelt, New York. The Company’s obligation to close upon the acquisition was subject to the satisfactory completion of a due diligence review of the property and other customary conditions to closing, which were completed on April 5, 2012. The Company acquired the properties on April 5, 2012.
A description of the acquisition and the properties is included in Item 2.01 — Completion of Acquisition or Disposition of Assets, and is incorporated herein by reference in its entirety.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 5, 2012, the Company closed its acquisition of the fee-simple interest in one build-to-suit FedEx Ground distribution facility located in Blauvelt, New York. The Company acquired the property though an indirect wholly owned subsidiary of its operating partnership. The seller of the property was SunCap Orangetown, LLC. The seller does not have a material relationship with the Company and the acquisition was not an affiliated transaction.
The property contains 142,139 rentable square feet and is 100% leased to FedEx Ground Package System, Inc., which is a wholly-owned subsidiary of FedEx Corp. (NYSE: FDX) and the lease is guaranteed by FedEx Corp., which has an investment grade credit rating as determined by major credit rating agencies. The lease has an original lease term of 15 years, which commenced in April 2011 and expires in April 2026. The lease contains fixed annual rental increases of 5% in the 6th and 11th year of the lease term. The lease contains two renewal options of five years each with fixed annual five percent (5%) rental increases in each renewal option. The lease is net whereby the tenant is to pay substantially all operating expenses, in addition to the base rent, and the landlord is responsible for roof and structural expenditures. The annualized rental income for the initial lease term is approximately $3.7 million, or approximately $25.88 per rentable square foot.
The purchase price of the property was approximately $46.5 million, exclusive of closing costs. The Company funded the acquisition of the property with proceeds from the sale of its common stock. The Company may seek to obtain financing on the property post-closing. However, there is no guarantee that it will be able to obtain financing on terms it believes are favorable, if at all.
Item 9.01. Financial Statements and Exhibits.
(a) Set forth in this Item 9.01(a) are summary financial statements of the parent guarantor to the lessee of the FedEx Ground distribution facility described under Item 2.01 of this Current Report on Form 8-K.
FedEx Corp. currently files its financial statements in reports filed with the U.S. Securities and Exchange Commission, and the following summary financial data regarding FedEx Corp. are taken from such filings:
Three Months Ended | Year Ended | |||||||||||||||
(Amounts in Millions) | February 29, 2012 (Unaudited) |
May 31, 2011 (Audited) |
May 31, 2010 (Audited) |
May 31, 2009 (Audited) |
||||||||||||
Statements of Operations Data | ||||||||||||||||
Revenues | $ | 10,564 | $ | 39,304 | $ | 34,734 | $ | 35,497 | ||||||||
Operating income | 813 | 2,378 | 1,198 | 747 | ||||||||||||
Net income | 521 | 1,452 | 1,184 | 98 |
(Amounts in Millions) | February 29, 2012 (Unaudited) |
May 31, 2011 (Audited) |
May 31, 2010 (Audited) |
May 31, 2009 (Audited) |
||||||||||||
Consolidated Condensed Balance Sheets | ||||||||||||||||
Total assets | $ | 28,752 | $ | 27,385 | $ | 24,902 | $ | 24,244 | ||||||||
Long-term debt | 1,251 | 1,667 | 1,668 | 1,930 | ||||||||||||
Total common stockholders’ investment | 16,569 | 15,220 | 13,811 | 13,626 |
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 III, INC. | |||
Date: April 10, 2012 | By: | /s/ Nicholas S. Schorsch | |
Name: | Nicholas S. Schorsch | ||
Title: |
Chief Executive Officer and |