SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 23, 2013 (July 22, 2013)
Date of Report (date of earliest event reported)
AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact name of Registrant as specified in
|(State or other jurisdiction of incorporation)
||(Commission File Number)
||(IRS Employer Identification No.)|
405 Park Avenue
New York, New York 10022
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed
since last report)
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.
The information set forth under Item 2.03 of this Current Report
on Form 8-K is hereby incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 22, 2013, American Realty Capital Properties, Inc. (the
“Company”), through its operating partnership, ARC Properties Operating Partnership, L.P. (the “Operating Partnership”),
entered into a fourth amendment (the “Amendment”) to its previously announced credit facility (the “Credit Agreement”)
with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Company and the Operating
Partnership had previously entered into a third amendment to the Credit Agreement which increased their ability to acquire other
real estate owing entities.
The modifications to the Credit Agreement effected by the Amendment
included, among other things,: (i) amendments to certain definitions related to the calculation of certain financial covenants,
(ii) the conversion of the existing limitation on the maximum amount of recourse indebtedness permitted to be incurred by the Company
to a limitation on the maximum amount of secured recourse indebtedness permitted to be incurred and (iii) the addition of certain
“carve-outs” to the limitation on restricted payments included in the Credit Agreement, which carve-outs allow for
the Company’s satisfaction of certain obligations relating to its outstanding Series C Convertible Preferred Stock, par value
$0.01 per share, subject to the terms and conditions set forth in the Amendment and allow for certain redemptions, conversions
or settlements of convertible indebtedness of the Company, subject to the terms and conditions set forth in the Amendment.
The description of the material terms of the Amendment in this
Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the credit agreement which was filed with
the SEC on February 28, 2013 as Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2012, as amended and supplemented from time to time. The Company will file the Amendment as an exhibit to its next Quarterly Report
on Form 10-Q.
Item 8.01. Other Events.
On July 23, 2013, the Company issued a press release announcing
the launch of a $300 million offering of Convertible Senior Notes due in 2018 which is attached to this Current Report on Form
8-K as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
||Press Release dated July 23, 2013|
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.|
|Date: July 23, 2013
||/s/ Nicholas S. Schorsch|
||Name: Nicholas S. Schorsch|
||Title: Chief Executive Officer and Chairman of the Board of Directors|