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EX-99.1 - EXHIBIT 99.1 - VEREIT, Inc.v365979_ex99-1.htm

 

 

 

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

 

January 23, 2014
Date of Report (Date of earliest event reported)

 

_________________________

 

AMERICAN REALTY CAPITAL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

_________________________

 

 

Maryland 001-35263 45-2482685
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation)   Identification No.)

 

405 Park Avenue
New York, New York 10022
(Address of principal executive offices, including zip code)

 

(212) 415-6500
(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:

 

xWritten 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 January 23, 2014, American Realty Capital Properties, Inc. (the “Company”) and Cole Real Estate Investments, Inc. (“Cole”) issued a joint press release announcing the preliminary results of the elections made by Cole stockholders regarding the form of merger consideration to be received by Cole stockholders in connection with the Company’s proposed acquisition of Cole, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)     Exhibits

 

Exhibit No.   Description
99.1   Joint Press Release issued by the Company and Cole, dated January 23, 2014.

 

 
 

 

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 PROPERTIES, INC.

 

Date: January 23, 2014

 

By: /s/ Nicholas S. Schorsch                                    

Name: Nicholas S. Schorsch
Title: Chief Executive Officer and Chairman of the

Board of Directors