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): February 15, 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.)|
405 Park Avenue
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 8.01. Other Events.
On February 15, 2013, American Realty Capital Properties, Inc.
(the “Company”) and American Realty Capital Trust III, Inc. (“Target”) issued a joint press release announcing
the deadline for the Target’s stockholders to elect the form of consideration that they will receive upon the close of the
proposed merger between the Company and ARCT III as 5:00 P.M. ET on February 25, 2013.
A copy of the joint press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
About the Company
The Company is a publicly traded Maryland corporation listed
on The NASDAQ Stock Market that qualified as a real estate investment trust for U.S. federal income tax purposes for the taxable
year ended December 31, 2011, focused on acquiring and owning single tenant freestanding commercial properties subject to net leases
with high credit quality tenants. Additional information about the Company can be found on its website at www.americanrealtycapitalproperties.com.
Additional Information and Where to Find It
In connection with the proposed merger,
the Company and Target have filed a definitive proxy statement with the SEC on January 22, 2013 and commenced mailing the definitive
proxy statement and a form of proxy to the stockholders of the Company. BEFORE MAKING ANY VOTING DECISION, INVESTORS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE THE PROXY STATEMENT
CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors will be able to obtain, without charge, a copy of the definitive
proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.
Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at http://www.americanrealtycapitalproperties.com,
and copies of the documents filed by Target with the SEC are available free of charge on Target’s website at http://www.arct-3.com.
Participants in Solicitation
The Company, Target and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from the Company’s and Target’s stockholders
in respect of the proposed merger. Information regarding the Company’s directors and executive officers can be found in the
Company’s definitive proxy statement filed with the SEC on May 4, 2012 and its Current Report on Form 8-K filed with the
SEC on October 16, 2012. Information regarding Target’s directors and executive officers can be found in Target’s definitive
proxy statement filed with the SEC on April 24, 2012. Stockholders may obtain additional information regarding the interests of
the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s
stockholders generally, by reading the definitive proxy statement filed in connection with the proposed merger with the SEC on
January 22, 2013 and other relevant documents regarding the proposed merger filed with the SEC. These documents are available free
of charge on the SEC’s website and from the Company or Target, as applicable, using the sources indicated above.
Information set forth in this Current Report on Form 8-K (including
information included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section
21E of the Securities Exchange Act of 1934, as amended), which reflect the Company’s and the Target’s expectations
regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause
actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include,
but are not limited to, whether and when the transactions contemplated by the Merger Agreement will be consummated, the new combined
company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect
to the combined company, including regarding future dividends and market valuations, and other statements that are not historical
The following additional factors, among others, could cause
actual results to differ from those set forth in the forward-looking statements: the ability of the Company and Target to obtain
the stockholder approvals required to consummate the proposed merger; market volatility, unexpected costs or unexpected liabilities
that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration
of current market conditions; whether or not Company common stock will be included in REIT and public exchange indices; uncertainty
regarding the level of demand for Company common stock that inclusion in such indices would generate; future regulatory or legislative
actions that could adversely affect the companies; and the business plans of the tenants of the respective parties. Additional
factors that may affect future results are contained in Company's and Target’s filings with the SEC, which are available
at the SEC's website at www.sec.gov. The Company and Target disclaim any obligation to update and revise statements contained in
these materials based on new information or otherwise.
Item 9.01. Financial Statements and Exhibits.
||Joint Press Release dated February 15, 2013 issued by American Realty Capital Properties, Inc. and American Realty Capital Trust III, Inc.|
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.|
|February 15, 2013
||/s/ Nicholas S. Schorsch|
||Nicholas S. Schorsch|
||Chief Executive Officer and|
||Chairman of the Board of Directors|