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EX-99.1 - TRANSCRIPT FROM 10/29/14 INVESTOR CALL - VEREIT, Inc.v392745_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 30, 2014 (October 29, 2014)

 

 

AMERICAN REALTY CAPITAL PROPERTIES, INC.

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.

(Exact name of Registrant as specified in its charter)

 

_________________________

 

 

Maryland 001-35263 45-2482685
Delaware 333-197780 45-1255683

(State or other jurisdiction of
incorporation)

 

 

(Commission File Number) (IRS Employer Identification No.)

405 Park Avenue, 15th Floor
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:

 

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 7.01. Regulation FD Disclosure.

 

The following information is being provided under Item 7.01 Regulation FD Disclosure in this Current Report on Form 8-K: a transcript, attached as Exhibit 99.1 hereto, from American Realty Capital Properties, Inc.’s (the “Company”) October 29, 2014 investor call discussing the Company’s press release and Form 8-K filing from earlier that day. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

 

 

Cautionary Statements

 

The forward-looking information set forth herein is subject to various assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking information, including: the timing and definitive findings of the Audit Committee's investigation and whether any additional accounting errors or other issues are identified; the timing and impact on the Company's previously reported net loss and AFFO of the restatement of the Company's financial statements; negative reactions from the Company's creditors, shareholders or business partners to the findings of the Audit Committee's investigation or the restatement of its financial statements; the results of the re-evaluation of the Company's internal controls over financial reporting and disclosure controls and procedures and the timing and expense of any necessary remediation of control deficiencies; and the impact and result of any litigation or regulatory inquiries or investigations related to the findings of the Audit Committee's investigation or the Company's restatement of its financial statements. All of the forward-looking statements made in this report are qualified by the above cautionary statements and those made in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and the Company's other filings with the U.S. Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect subsequent events and circumstances, except to the extent required by applicable law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 


Exhibit No.
  Description
     
99.1   Transcript from the October 29, 2014 investor call.

  

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SIGNATURES

 

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

 

  AMERICAN REALTY CAPITAL PROPERTIES, INC.
   
 

 

By:

 

/s/ David S. Kay

  Name:  David S. Kay
  Title: Chief Executive Officer

 

 

 

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.

 

By: American Realty Capital Properties, Inc., its sole general partner

   
 

 

By:

 

/s/ David S. Kay

  Name:  David S. Kay
  Title: Chief Executive Officer

 

 

Date: October 30, 2014

 

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