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): December 17, 2012 (December 12, 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 2.01. Completion of Acquisition or Disposition of Assets.

 

Mattress Firm

 

On December 12, 2012, American Realty Capital Trust IV, Inc. (the “Company”) closed the acquisition of the fee-simple interest in a Mattress Firm store located in Greenville, North Carolina at the purchase price listed below. The Company acquired the property through an indirect wholly owned subsidiary of its operating partnership. The seller of the property is identified below. The seller does not have a material relationship with the Company and the acquisition was not an affiliated transaction.

 

The Company funded 100% of the acquisition of the property with cash from its ongoing initial public offering.

 

The property is 100% leased to Mattress Firm, Inc. which is a wholly owned subsidiary of Mattress Firm Holding Corp. (NASDAQ: “MFRM”) and the lease is guaranteed by Mattress Holding Corp., which is also a wholly owned subsidiary of Mattress Firm Holding Corp. The lease is net whereby the tenant is required to pay substantially all operating expenses, excluding costs to maintain and repair the roof and structure of the building, in addition to base rent.

 

The following table provides property information relating to the seller, purchase price, amount of lease term remaining at the time of acquisition, rental escalations and renewal options, rentable square footage, annualized rental income and annualized rental income per square foot.

 

 

Seller

  Purchase Price  

 

Lease Term Remaining At Acquisition
(in years)

  Rental
Escalations
  Renewal
Options
  Rentable
Square Footage
  Annualized Rental Income/ Per
Square Foot
MF Greenville, LLC    $2.7 million  

12.0

  10% in the 6th and 11th
lease years
 

Two
5-year
options

  4,500  

$0.2
  million/

$51.78

 

Portfolio of 29 Citizens Bank Branches

 

On December 14, 2012, the Company closed the acquisition of a portfolio which contained the fee simple interests in 29 Citizens Bank branches located in Illinois, Massachusetts, Michigan, Ohio, Pennsylvania and Rhode Island. The purchase price of the portfolio is listed below. The Company acquired each of the portfolio properties through individual indirect wholly owned subsidiaries of its operating partnership. The sellers of the portfolio do not have a material relationship with the Company and the acquisition was not an affiliated transaction.

 

The Company funded 100% of the acquisition of the portfolio with cash from its ongoing initial public offering.

 

The properties are leased to various subsidiaries of RBS Citizens, N.A which 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 buildings, in addition to base rent. 

 

 
 

 

The following table provides information relating to the portfolio properties’ sellers, aggregate purchase price, average amount of lease term remaining at the time of acquisition, rental escalations and renewal options, aggregate rentable square footage, aggregate annualized rental income and aggregate annualized rental income per aggregate rentable square foot.

 

 

Sellers

 

Purchase Price

 

Average Lease Term Remaining At Acquisition
(in years)

  Rental
Escalations
  Renewal
Options
  Aggregate Rentable Square Footage   Aggregate Annualized Rental Income/ Per Aggregate Rentable Square Foot
Various  

 $44.8 million

  10.3   1.0% to 2.5%
per ease year
  Three to Four 5-year options   139,211  

$3.8
  million/

$26.99

 

 
 

 

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 Mattress Firm Holding Corp. as described under Item 2.01 of this Current Report on Form 8-K.

 

Mattress Firm Holding Corp. currently files its financial statements in reports filed with the U.S. Securities and Exchange Commission, and the following summary financial data regarding Mattress Firm Holding Corp. are taken from such filings:

 

    For the 39
Weeks
Ended
October 30,
2012
(Unaudited)
   

 

 

Fiscal Year Ended

 
(Amounts in Thousands)       January 31,
2012
(Audited)
     February 1,
2011
(Audited)
    February 2,
2010
(Audited)
 
Consolidated Condensed Statements of Income                        
Net sales   $ 749,091     $ 703,910     $ 494,115     $ 432,250   
Income from operations     58,634       60,541       32,252       21,024   
Net income (loss)     32,277       34,351       349       (4,673)  

 

(Amounts in Thousands)   October 30,
2012
(Unaudited)
    January 31,
2012
(Audited)
     February 1,
2011
(Audited)
    February 2,
2010
(Audited)
 
Consolidated Condensed Balance Sheets                                
Total assets   $ 704,668     $ 613,481     $ 513,633      $ 465,252   
Long-term obligations     312,837       306,338       467,587        435,746   
Total liabilities     446,479       389,222       529,315        480,768   
Total shareholders’ equity (deficit)     258,189       224,259       (15,682)       (15,516)  

 

 
 

 

Set forth in this Item 9.01(a) are summary financial statements of RBS Citizens, N.A. as described under Item 2.01 of this Current Report on Form 8-K.

 

RBS Citizens, N.A. currently makes its financial statements available on the Federal Deposit Insurance Corporation website, and the following summary financial data regarding RBS Citizens, N.A. are taken from such filings:

 

    Nine Months Ended September 30, 2012
(Unaudited)
   

Fiscal Year Ended

 
(Amounts in millions) December  31,
2011
(Audited)
    December 31,
2010
(Audited)
    December 31,
2009
(Audited)
 
Consolidated Condensed Statements of Income                        
Total interest income   $ 4,873     $ 3,484     $ 4,008      $ 4,868   
Net interest income after provision for credit losses     3,523       1,230       1,289        494   
Net income (loss)     843       345       (39)       (600)  

 

(Amounts in millions)   September 30, 2012
(Unaudited)
    December 31, 2011
(Audited)
    December 31, 2010
(Audited)
    December 31, 2009
(Audited)
 
Consolidated Condensed Balance Sheets                                
Total assets   $ 107,214     $ 106,941     $ 107,836     $ 116,921  
Total liabilities     88,455       88,830       90,920       100,321  
Total shareholders’ equity     18,759       18,111       16,916       16,600  

 

 
 

 

 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: December 17, 2012 By: /s/ Nicholas S. Schorsch 
    Name: Nicholas S. Schorsch
    Title:

Chief Executive Officer and

Chairman of the Board of Directors