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EX-99.1 - EXHIBIT 99.1 - VEREIT, Inc.v390419_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

 

Date of Report (Date of earliest event reported): October 1, 2014 (September 30, 2014)

 

AMERICAN REALTY CAPITAL PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

001-35263

 

45-2482685

(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (I.R.S. 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 8.01. Other Events.

 

American Realty Capital Properties, Inc. Announces Agreement to Sell Cole Capital to RCS Capital Corporation

 

On October 1, 2014, American Realty Capital Properties, Inc. (the “Company”) announced that the Company and RCS Capital Corporation (“RCAP”) had entered into a definitive agreement (the “Agreement”), dated as of September 30, 2014, pursuant to which RCAP will acquire Cole Capital®, the Company’s private capital management business, for at least $700 million. As part of the transaction, the Company will be entitled to an earn-out of up to an additional $130 million based upon Cole Capital’s 2015 EBITDA.

 

A copy of the press release announcing the execution of the Agreement and related information is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Forward-Looking Statements

 

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 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, market and other expectations, objectives, intentions, any expectations with respect to estimates of growth, the inability to consummate the transactions contemplated by the Agreement and, if such transactions are consummated, realize the benefits therefrom. Additional factors that may affect future results are contained in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), which are available at the SEC's website at www.sec.gov. The Company disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
  Description
99.1   Press Release dated as of October 1, 2014.

 

 
 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AMERICAN REALTY CAPITAL PROPERTIES, INC.
     
October 1, 2014 By: /s/ David S. Kay
  Name: David S. Kay
  Title: Chief Executive Officer and Director