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): May 7, 2014

EXCEL TRUST, INC.

EXCEL TRUST, L.P.

(Exact name of registrant as specified in its charter)

17140 Bernardo Center Drive, Suite 300

San Diego, California 92128

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (858) 613-1800

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 (see General Instruction A.2. below):

[ ] 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.

On May 12, 2014, Excel Trust, L.P. (the “Operating Partnership”), the operating partnership subsidiary of Excel Trust, Inc. (the “Company”), issued $250.0 million aggregate principal amount of its 4.625% Senior Notes due 2024 (the “Notes”).

The terms of the Notes are governed by a base indenture, dated May 12, 2014, by and among the Operating Partnership, as issuer, the Company, as guarantor, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of May 12, 2014, by and among the Operating Partnership, the Company and the Trustee (the base indenture and the supplemental indenture, collectively, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the Operating Partnership’s ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. Copies of the base indenture and supplemental indenture, including the form of the Notes and guarantee of the Notes by the Company, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. See Item 2.03 below for more information.

The net proceeds from the issuance of the Notes will be approximately $246.3 million, after deducting the underwriting discount and the Operating Partnership’s estimated offering expenses.

On May 12, 2014, the Operating Partnership issued $250.0 million aggregate principal amount of the Notes. The Operating Partnership offered the Notes at 99.477% of the principal amount thereof. The Notes are general unsecured senior obligations of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership. However, the Notes are effectively subordinated to the Operating Partnership’s existing and future mortgages and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether secured or unsecured, of the Operating Partnership’s subsidiaries, including guarantees provided by the Operating Partnership’s subsidiaries under the credit agreement governing the Operating Partnership’s unsecured revolving credit facility and the purchase agreement governing the Operating Partnership’s Senior Unsecured Notes due 2020 and Senior Unsecured Notes due 2023. The Notes bear interest at 4.625% per annum. Interest is payable on May 15 and November 15 of each year, beginning November 15, 2014, until the maturity date of May 15, 2024. The Operating Partnership’s obligations under the Notes are fully and unconditionally guaranteed by the Company. Copies of the base indenture and supplemental indenture, including the form of the Notes and guarantee of the Notes by the Company, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

On or before February 15, 2024, the Notes will be redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option and in its sole discretion, at a redemption price equal to the greater of:

plus, in each case, accrued and unpaid interest thereon to the redemption date.

Notwithstanding the foregoing, if the Notes are redeemed after February 15, 2024, the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date.

Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:

Item 8.01          Other Events.

On May 7, 2014, the Company and the Operating Partnership entered into an underwriting agreement with Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), pursuant to which the Operating Partnership agreed to issue and sell the Notes.

The Operating Partnership intends to use the net proceeds of the Notes offering to repay existing indebtedness, including the mortgage payable on its Gilroy Crossing property and a portion of the outstanding indebtedness under its unsecured revolving credit facility, and for general corporate and working capital purposes.

Item 9.01          Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX