VEREIT, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-12-30: Form 8-K; Period of report 2014-12-23; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2014-12-24: Form 8-K; Period of report 2014-12-24; Description 8.01 Other Events; Details 8.01.
- 2014-12-22: Form 8-K; Period of report 2014-12-16; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2014-12-19: Form 8-K; Period of report 2014-12-19; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-12-30 | 8-K | 2014-12-23 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 29, 2014, Parent issued a press release which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | arcp8-kxcreditagreement1230.htm |
| 2014-12-24 | 8-K | 2014-12-24 | 8.01 Other Events | 8.01 On December 24, 2014, American Realty Capital Properties, Inc. issued a press release which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | arcp8-kxpressrelease1224.htm |
| 2014-12-22 | 8-K | 2014-12-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (3) On December 16, 2014, in connection with Gavin Brandon’s appointment as American Realty Capital Properties, Inc.’s (the “Company”) Chief Accounting Officer as previously announced on October 29, 2014, Mr. Brandon entered into an Employment Letter, effective as of October 28, 2014 (the “Employment Letter”), and an Employee Confidentiality and Non-Competition Agreement, entered into as of December 16, 2014 (the “Confidentiality and Non-Competition Agreement”) with the Company. | arcp8-kxemploymentletter12.htm |
| 2014-12-19 | 8-K | 2014-12-19 | 8.01 Other Events | 8.01 On December 19, 2014, American Realty Capital Properties, Inc. issued a press release which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | v397126_8k.htm |
| 2014-12-15 | 8-K | 2014-12-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (b) On December 12, 2014, Nicholas S. Schorsch resigned as Executive Chairman and a director of American Realty Capital Properties, Inc. (the “Company”) and as Executive Chairman of ARC Properties Operating Partnership, L.P. (the “Partnership”). 8.01 The Company issued two press releases on December 15, 2014 related to the matters discussed in Item 5.02 above. | v396496_8k.htm |
| 2014-12-04 | 8-K | 2014-12-04 | 8.01 Other Events | 8.01 On December 4, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that it had entered into a settlement agreement with RCS Capital Corporation (“RCS Capital”) that resolves their dispute over the sale of Cole Capital Partners, LLC and Cole Capital Advisors, Inc. to RCS Capital. | v395846_8k.htm |
| 2014-12-03 | 8-K | 2014-11-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 26, 2014, American Realty Capital Properties, Inc. (the “Company”) entered into indemnification agreements (each, an “Indemnification Agreement”) with each of Michael J. Sodo, Executive Vice President, Chief Financial Officer and Treasurer of the Company, and Gavin B. Brandon, Senior Vice President and Chief Accounting Officer of the Company (together, the “Indemnitees”), that obligate the Company to indemnify the Indemnitees to the maximum extent permitted by Maryland law against all judgments, penalties, fines and amounts paid in settlement and all expenses actually incurred by the Indemnitees or on their respective behalves in connection with a proceeding or proceedings. | v395738_8k.htm |
| 2014-11-26 | 8-K | 2014-11-26 | 8.01 Other Events | 8.01 On November 26, 2014, American Realty Capital Properties, Inc. (“ARCP”) issued a press release announcing that its Board of Directors has not yet determined when the 2015 annual meeting of ARCP shareholders will be held. | v395441_8k.htm |
| 2014-11-21 | 8-K | 2014-11-21 | 8.01 Other Events | 8.01 The board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, a monthly common stock dividend of $0.0833333 per share for December 2014. | v395007_8k.htm |
| 2014-11-18 | 8-K | 2014-11-12 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.01 On November 12, 2014, the Parent received a notification letter (the “Letter”) from the NASDAQ Listing Qualifications Department (“NASDAQ”) stating that because the Parent has not yet filed its Quarterly Report on Form 10-Q for the period ended September 30, 2014 (the “Form 10-Q”) with the Commission, it was not in compliance with the continued listing requirements under NASDAQ Listing Rule 5250(c)(1). 7.01 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 99.2 hereto, from the Parent’s November 14, 2014 investor call discussing the Parent’s press release and Form 8-K filing from earlier that day. 8.01 On November 13, 2014, the Parent received a subpoena, as expected, from the Commission requesting the production of certain documents and communications that relate to, among other things, the matters described in the October 8-K. The Parent will cooperate with the Commission. | v394660_8k.htm |
| 2014-11-14 | 8-K | 2014-11-14 | 8.01 Other Events | 8.01 On November 14, 2014, American Realty Capital Properties, Inc. (“ARCP”) issued a press release announcing that it had received a consent, waiver and amendment from its lenders under its unsecured credit facility for an extension regarding the delivery of its third quarter 2014 financial statements until January 5, 2015. | v394166_8-k.htm |
| 2014-11-12 | 8-K | 2014-11-12 | 8.01 Other Events | 8.01 On November 12, 2014, American Realty Capital Properties, Inc. (“ARCP”) issued a press release which is attached hereto as Exhibit 99.1. | v393919_8k.htm |
| 2014-11-03 | 8-K | 2014-11-03 | 8.01 Other Events | 8.01 On November 3, 2014, American Realty Capital Properties, Inc. (“ARCP”) issued a press release which is attached hereto as Exhibit 99.1. | v392975_8k.htm |
| 2014-10-31 | 8-K | 2014-10-29 | 7.01 Regulation FD Disclosure | 7.01 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. | v392745_8k.htm |
| 2014-10-29 | 8-K | 2014-10-29 | 7.01 Regulation FD Disclosure | 7.01 On October 29, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that it will host an investor call at 3 p.m. | v392509_8k.htm |
| 2014-10-29 | 8-K | 2014-10-24 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 4.02 (a) On October 24, 2014, the Audit Committee of the Board of Directors (the “Audit Committee”) of American Realty Capital Properties, Inc. (the “Company”) concluded that the previously issued audited consolidated financial statements and other financial information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, the previously issued unaudited financial statements and other financial information contained in the Company’s Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2014 and June 30, 2014, and the Company’s earnings releases and other financial communications for these periods (collectively, the “Prior Financial Information”) should no longer be relied upon. 5.02 (b) On October 28, 2014, Brian S. Block resigned as the Company’s Executive Vice President, Chief Financial Officer, Treasurer and Secretary, and Lisa Pavelka McAlister resigned as the Company’s Senior Vice President and Chief Accounting Officer. 8.01 The Company issued a press release on October 29, 2014 relating to the foregoing. | v392439_8k.htm |
| 2014-10-23 | 8-K | 2014-10-17 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On October 17, 2014, subsidiaries of ARC Properties Operating Partnership, L.P. (“ARCP OP”), of which American Realty Capital Properties, Inc. (the “Company”) is the general partner and parent, completed the sale of a portfolio of 71 properties (consisting of 64 multi-tenant shopping centers and seven single-tenant retail properties and the adjacent land and related property (the “Portfolio”)) to BRE DDR Retail Holdings III LLC (the “Purchaser”), an entity indirectly jointly owned by affiliates of Blackstone Real Estate Partners VII L.P. and DDR Corp. The Portfolio constitutes substantially the same assets that the Company previously announced it would spin off into a new real estate investment trust, American Realty Capital Centers, Inc. The Portfolio was sold to the Purchaser for a contract purchase price of $1.93 billion, exclusive of closing costs. | v391928_8k.htm |
| 2014-10-23 | 8-K | 2014-10-22 | 8.01 Other Events | 8.01 On October 6, 2014, American Realty Capital Properties, Inc. (“ARCP”) filed a Current Report on Form 8-K (the “October 6 8-K”) disclosing that ARCP and ARC Properties Operating Partnership, L.P. (“ARCP OP”), a subsidiary and the operating partnership of ARCP, had entered into an Equity Purchase Agreement (the “Purchase Agreement”) with RCS Capital Corporation (“RCAP”) dated as of September 30, 2014, pursuant to which ARCP OP will sell to RCAP ARCP OP’s private capital management business, Cole Capital®. | v391932_8k.htm |
| 2014-10-23 | 8-K/A | 2014-05-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 In consultation with its board of directors, as a best practice and in light of the voting results from the Annual Meeting in respect of the Say-on-Frequency Vote, the Company has adopted a policy by which it will hold a Say-on-Pay Vote on an annual basis until the next required Say-on-Frequency Vote (the Company’s 2020 Annual Meeting of Stockholders) or such time that the Company’s board of directors elects to amend such policy. | v391925_8k-a.htm |
| 2014-10-20 | 8-K | 2014-10-20 | 8.01 Other Events | 8.01 On October 20, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that it had completed the sale of its multi-tenant shopping center portfolio for $1.93 billion to a joint venture (the “Joint Venture”) between affiliates of Blackstone Real Estate Partners VII and DDR Corp. Additionally, the Company entered into a letter of intent with an unrelated third party to sell five multi-tenant properties for $52.8 million bringing total sale proceeds to $1.979 billion. | v391671_8k.htm |
| 2014-10-09 | 8-K | 2014-10-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 6, 2014, in connection with Lisa E. Beeson’s assumption on October 1, 2014 of the role of President of American Realty Capital Properties, Inc. (the “Company”) (as previously announced), Ms. Beeson entered into an Amended and Restated Employment Agreement with ARC Properties Operating Partnership, L.P., the Company’s operating partnership (the “Operating Partnership”) and the Company (the “Employment Agreement”), effective as of October 1, 2014 (the “Effective Date”). | v391029_8k.htm |
| 2014-10-06 | 8-K | 2014-09-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 ARC Properties Operating Partnership, L.P. enters into an Equity Purchase Agreement with RCS Capital Corporation in connection with Sale of Cole Capital®. | v390794_8-k.htm |
| 2014-10-03 | 8-K | 2014-10-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 1, 2014 (the “Effective Date”), in connection with David S. Kay’s assumption of the role of Chief Executive Officer of American Realty Capital Properties, Inc. (the “Company”) (as previously announced), Mr. Kay entered into an Amended and Restated Employment Agreement with ARC Properties Operating Partnership, L.P., the Company’s operating partnership (the “Operating Partnership”), and the Company (the “Employment Agreement”). | v390691_8k.htm |
| 2014-10-01 | 8-K | 2014-09-30 | 8.01 Other Events | 8.01 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. | v390419_8k.htm |
| 2014-09-30 | 8-K | 2014-09-30 | 8.01 Other Events | 8.01 On September 30, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that, effective October 1, 2014, as previously communicated through its stockholder letters, David S. Kay will become Chief Executive Officer of the Company and Lisa E. Beeson will become the Company’s President. | v390370_8k.htm |
| 2014-09-19 | 8-K | 2014-09-19 | 8.01 Other Events | 8.01 As previously disclosed, the board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, an annualized common stock dividend of $1.00 per share per annum to be paid monthly to holders of common stock of record at the close of business on the 8th day of each month, payable on the 15th day of such month. | v389577_8k.htm |
| 2014-09-10 | 8-K | 2014-09-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On September 9, 2014, the board of directors of American Realty Capital Properties, Inc. (the “Company”) appointed Lisa E. Beeson, the Company’s current Chief Operating Officer, as President, effective October 1, 2014. 7.01 On September 10, 2014, the Company issued a stockholder memorandum from Nicholas S. Schorsch, its Chairman and Chief Executive Officer, containing a message relating to corporate governance and leadership matters. | v388806_8k.htm |
| 2014-09-09 | 8-K | 2014-09-09 | 7.01 Regulation FD Disclosure | 7.01 On September 9, 2014, American Realty Capital Properties, Inc. (the “Company”) posted links on its website at www.arcpreit.com by which a webcast of its Investor Day, which will be held on Wednesday, September 17, 2014, may be accessed. | v388787_8k.htm |
| 2014-09-05 | 8-K | 2014-09-05 | 8.01 Other Events | 8.01 On September 5, 2014, American Realty Capital Properties, Inc. issued a press release announcing the recent capital raise results for its private capital management business, Cole Capital. | v388447_8k.htm |
| 2014-09-02 | 8-K | 2014-09-02 | 8.01 Other Events | 8.01 On September 2, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing an expected liquidity event for Cole Corporate Income Trust, Inc. (“CCIT”) through a merger with Select Income REIT (“SIR”). | v388177_8k.htm |
| 2014-08-20 | 8-K | 2014-08-20 | 8.01 Other Events | 8.01 As previously disclosed, the board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, an annualized common stock dividend of $1.00 per share per annum to be paid monthly to holders of common stock of record at the close of business on the 8th day of each month, payable on the 15th day of such month. | v387363_8k.htm |
| 2014-07-30 | 8-K/A | 2014-07-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 The disclosure under Item 7.01 of this Amended Current Report on Form 8-K/A (this “Amendment”) is referenced herein in its entirety. 7.01 On July 29, 2014, American Realty Capital Properties, Inc. (the “Company”) furnished a Current Report on Form 8-K (the “Initial Report”) to the U.S. Securities and Exchange Commission (the “SEC”) in which, in part, it issued quarterly supplemental information for the quarter ended June 30, 2014, attached as Exhibit 99.2 thereto. | v385133_8ka.htm |
| 2014-07-29 | 8-K | 2014-07-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 29, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release and quarterly supplemental financial information attached hereto as Exhibits 99.1 and 99.2, respectively, announcing its results of operations for the fiscal quarter ended June 30, 2014. 7.01 As disclosed in Item 2.02 above, on July 29, 2014, the Company issued a press release and quarterly supplemental financial information attached hereto as Exhibits 99.1 and 99.2, respectively, announcing its results of operations for the fiscal quarter ended June 30, 2014. | arcp63020148-kss.htm |
| 2014-07-29 | 8-K | 2014-07-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 29, 2014, American Realty Capital Properties, Inc. (the “Company”) issued an investor presentation attached hereto as Exhibit 99.1, announcing its results of operations for the fiscal quarter ended June 30, 2014. 7.01 As disclosed in Item 2.02 above, on July 29, 2014, the Company issued an investor presentation attached hereto as Exhibit 99.1, announcing its results of operations for the fiscal quarter ended June 30, 2014. | v385002_8k.htm |
| 2014-07-28 | 8-K | 2014-07-28 | 8.01 Other Events | 8.01 On July 28, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that it had acquired approximately 500 Red Lobster® restaurant properties as part of an approximate $1.5 billion sale-leaseback transaction. | v384881_8k.htm |
| 2014-07-28 | 8-K | 2014-07-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 As noted in the stockholder memorandum described in Item 7.01 of this Current Report on Form 8-K and furnished as Exhibit 99.1 hereto, Nicholas S. Schorsch, the Chairman and Chief Executive Officer of American Realty Capital Properties, Inc. (the “Company”), David S. Kay, the Company’s President, and Brian S. Block, the Company’s Chief Financial Officer, Treasurer, Secretary and Executive Vice President, have agreed to accept all of their 2014 compensation (other than their respective base salaries) in the form of the Company’s common stock, par value $0.01 per share. 7.01 On July 28, 2014, the Company issued a stockholder memorandum from Nicholas S. Schorsch, its Chairman and Chief Executive Officer, containing a message relating to corporate governance matters. | v384837_8k.htm |
| 2014-07-22 | 8-K | 2014-07-22 | 8.01 Other Events | 8.01 As previously disclosed, the board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, an annualized common stock dividend of $1.00 per share per annum to be paid monthly to holders of common stock of record at the close of business on the 8th day of each month, payable on the 15th day of such month. | v384415_8-k.htm |
| 2014-07-16 | 8-K | 2014-07-16 | 8.01 Other Events | 8.01 On July 16, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that it had named Mike Sodo as Senior Vice President, Director of Financial Reporting & Treasury. | v383998_8k.htm |
| 2014-07-10 | 8-K | 2014-07-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 7, 2014, the Board of Directors of American Realty Capital Properties, Inc. (the “Company”) appointed Bruce D. Frank to serve as an independent director of the Company, effective July 8, 2014, for a term expiring upon the earlier of: (i) the next annual meeting of the Company’s stockholders and until his successor is duly elected and qualified; and (ii) his death, removal or resignation. | v383567_8k.htm |
| 2014-07-08 | 8-K | 2014-07-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On July 8, 2014, the Company issued a stockholder memorandum from Nicholas S. Schorsch, its Chairman and Chief Executive Officer, containing a message relating to corporate governance matters. | v383383_8k.htm |
| 2014-07-01 | 8-K | 2014-06-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 On June 30, 2014, American Realty Capital Properties, Inc. (the “Parent”) and ARC Properties Operating Partnership, L.P., as the borrower (the “Company”), entered into an amended and restated credit agreement (the “Agreement”) relating to the Company’s amended and restated senior unsecured credit facility (the “Facility”). | v382888_8k.htm |
| 2014-06-26 | 8-K | 2014-06-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 American Realty Capital Properties, Inc. (the “Company”) previously reported in its Current Report on Form 8-K furnished to the Securities and Exchange Commission (the “SEC”) on June 20, 2014, that, as planned, Nicholas S. Schorsch will relinquish his Chief Executive Officer role to David S. Kay, the Company’s President, effective October 1, 2014. 8.01 As previously disclosed, the board of directors of the Company authorized, and the Company declared, an annualized common stock dividend of $1.00 per share per annum to be paid monthly to holders of common stock of record at the close of business on the 8th day of each month, payable on the 15th day of such month. | v382496_8-k.htm |
| 2014-06-24 | 8-K | 2014-06-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 American Realty Capital Properties, Inc. (the “Company”) previously reported in its Current Report on Form 8-K furnished to the Securities and Exchange Commission on June 20, 2014 that William M. Kahane and Edward M. Weil, Jr. would be resigning from the Company’s board of directors in order to dedicate their time to their respective roles at RCS Capital Corporation. | v382171_8k.htm |
| 2014-06-20 | 8-K | 2014-06-20 | 7.01 Regulation FD Disclosure | 7.01 On June 20, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a stockholder memorandum containing messages from the Company’s President, David S. Kay, and the Company’s Chairman and Chief Executive Officer, Nicholas S. Schorsch. | v381947_8k.htm |
| 2014-06-12 | 8-K | 2014-06-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v381291_8k.htm |
| 2014-06-11 | 8-K | 2014-06-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 10, 2014, Scott P. Sealy, Sr. resigned from the board of directors of American Realty Capital Properties, Inc. (the “Company”). | v381128_8k.htm |
| 2014-06-05 | 8-K/A | 2014-06-03 | 7.01 Regulation FD Disclosure | 7.01 On June 3, 2014, American Realty Capital Properties, Inc. (the “Company”) prepared and furnished a presentation as an exhibit to a Current Report on Form 8-K (the “Initial Report”) in advance of NAREIT’s REITWeek® 2014: NAREIT’s Investor Forum®, containing pro forma information describing the Company’s expected consummation of its announced Red Lobster portfolio acquisition and sale of its multi-tenant portfolio. | v380786_8k-a.htm |
| 2014-06-03 | 8-K | 2014-05-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On May 29, 2014, the board of directors (the “Board”) of American Realty Capital Properties, Inc. (the “Company”) appointed Lisa Pavelka McAlister, the Company’s Senior Vice President and Chief Accounting Officer, as an executive officer of the Company and as the Company’s principal accounting officer. 8.01 In addition to the appointment of Ms. McAlister, on May 29, 2014, the Board appointed Richard A. Silfen, the Company’s Executive Vice President and General Counsel, an executive officer of the Company. | v380530_8k.htm |
| 2014-06-03 | 8-K | 2014-06-03 | 8.01 Other Events | 8.01 On June 3, 2014, American Realty Capital Properties, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1, and is incorporated herein by reference. | v380519_8k.htm |
| 2014-06-03 | 8-K | 2014-06-03 | 7.01 Regulation FD Disclosure | 7.01 American Realty Capital Properties, Inc. (the “Company”) has prepared a presentation in advance of NAREIT’s REITWeek® 2014: NAREIT’s Investor Forum®, which will be held at the Waldorf Astoria in New York, New York from June 3-5, 2014, containing pro forma information describing the Company’s expected consummation of its announced Red Lobster portfolio acquisition and sale of its multi-tenant portfolio. | v380489_8k.htm |
| 2014-06-02 | 8-K | 2014-05-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 American Realty Capital Properties, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders on May 29, 2014. | v380366_8k.htm |
| 2014-05-29 | 8-K | 2014-05-29 | 8.01 Other Events | 8.01 American Realty Capital Properties, Inc. (the “Company”) previously reported its agreement to acquire casual restaurant properties, substantially all of which are operating as Red Lobster® restaurants (the “Red Lobster Portfolio”). | v380046_8k.htm |
| 2014-05-28 | 8-K | 2014-05-21 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On May 28, 2014, the Company issued a press release announcing the closing of the Offering, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. | v379921_8k.htm |
| 2014-05-23 | 8-K | 2014-05-22 | 8.01 Other Events | 8.01 As previously disclosed, the board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, an annualized common stock dividend of $1.00 per share per annum to be paid monthly to holders of common stock of record at the close of business on the 8th day of each month, payable on the 15th day of such month (or the respective business days immediately preceding such dates). | v379586_8k.htm |
| 2014-05-22 | 8-K | 2014-05-21 | 8.01 Other Events | 8.01 On May 21, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing the pricing of a 120.0 million share common stock offering, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. | v379519_8k.htm |
| 2014-05-21 | 8-K | 2014-05-21 | 7.01 Regulation FD Disclosure | 7.01 American Realty Capital Properties, Inc. (the “Company”) prepared updated pro forma financial information relating to the Company as of March 31, 2014. | v379408_8-k.htm |
| 2014-05-21 | 8-K | 2014-05-21 | 8.01 Other Events | 8.01 On May 21, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing the the launch of a 100.0 million share common stock offering, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. | v379378_8k.htm |
| 2014-05-21 | 8-K | 2014-05-21 | 7.01 Regulation FD Disclosure | 7.01 American Realty Capital Properties, Inc. (the “Company”) prepared updated aggregate portfolio information relating to its proposed sale of its multi-tenant shopping center business and acquisition of a portfolio of over 500 Red Lobster restaurants. | v379375_8k.htm |
| 2014-05-21 | 8-K/A | 2014-05-19 | 8.01 Other Events | 8.01 On May 19, 2014, American Realty Capital Properties, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) with the U.S. Securities and Exchange Commission to include unaudited pro forma financial information as required by Item 9.01(b) of Form 8-K in light of the materiality of its expected disposition of its multi-tenant shopping center assets pursuant to the spin-off of such business (the “Spin-off”), as originally announced on March 13, 2014. | v379377_8ka.htm |
| 2014-05-20 | 8-K | 2014-05-20 | 8.01 Other Events | 8.01 American Realty Capital Properties, Inc. (the "Company") is filing this Current Report on Form 8-K to include certain prior period amounts for the three years ended December 31, 2013 after applying the carryover basis of accounting to include American Realty Capital Trust IV, Inc. ("ARCT IV") as if acquired at the beginning of the period presented in the financial information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the U.S. Securities and Exchange Commission (the "SEC") on February 27, 2014 (the "2013 Form 10-K"). | arcp12312013recast-8xk.htm |
| 2014-05-20 | 8-K | 2014-05-16 | 8.01 Other Events | 8.01 On May 19, 2014, American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), completed its acquisition of Cole Credit Property Trust, Inc., a Maryland corporation (the “Company”), pursuant to the Agreement and Plan of Merger dated as of March 17, 2014 (the “Merger Agreement”), among Parent, the Company and Desert Acquisition, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”). | v379131_8k.htm |
| 2014-05-20 | 8-K | 2014-05-19 | 8.01 Other Events | 8.01 On March 13, 2014, American Realty Capital Properties, Inc. (the “Company”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) by which it announced its intention to spin off (the “Spin-off”) its multi-tenant shopping center business into a publicly traded REIT, American Realty Capital Centers, Inc. In light of the materiality of the disposition of the assets pursuant to the Spin-off and such disposition’s effect on the Company’s financial statements, the Company is filing unaudited pro forma financial information as required by Item 9.01(b) of Form 8-K in order to present the effect of the Spin-off on the Company’s financial statements as of March 31, 2014 and December 31, 2013. | v379192_8k.htm |
| 2014-05-16 | 8-K | 2014-05-16 | 8.01 Other Events | 8.01 On May 16, 2014, American Realty Capital Properties, Inc. (the “Company”), through a wholly-owned subsidiary of its operating partnership, entered into master purchase agreements (the “Purchase Agreements”) to acquire over 500 restaurant properties (the “Portfolio”). | v378904_8k.htm |
| 2014-05-08 | 8-K | 2014-05-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 8, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release, quarterly supplemental financial information and an investor presentation attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, announcing its results of operations for the fiscal quarter ended March 31, 2014. 7.01 As disclosed in Item 2.02 above, on May 8, 2014, the Company issued a press release, quarterly supplemental financial information and an investor presentation attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, announcing its results of operations for the fiscal quarter ended March 31, 2014. | arcp33120148-k.htm |
| 2014-05-08 | 8-K/A | 2014-05-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 American Realty Capital Properties, Inc. (the “Company”) previously filed a Current Report on Form 8-K on May 8, 2014 (the “Original Form 8-K”) which contained an earnings release, quarterly supplemental financial information and an investor presentation relating to the quarter ended March 31, 2014, which were filed as Exhibits 99.1, 99.2 and 99.3 thereto, respectively. 7.01 On May 8, 2014, the Company filed a revised investor presentation relating to the quarter ended March 31, 2014 which is attached as Exhibit 99.3 to this Amendment. | v377945_8-ka.htm |
| 2014-04-29 | 8-K | 2014-04-29 | 8.01 Other Events | 8.01 On April 29, 2014, American Realty Capital Properties, Inc. issued a press release which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | v376303_8k.htm |
| 2014-04-22 | 8-K | 2014-04-22 | 8.01 Other Events | 8.01 As previously disclosed, the board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, an annualized dividend of $1.00 per share per annum to be paid monthly to stockholders of record at the close of business on the 8th day of each month, payable on the 15th day of such month. | v375462_8k.htm |
| 2014-04-18 | 8-K | 2014-04-18 | 8.01 Other Events | 8.01 On April 18, 2014, American Realty Capital Properties, Inc. (the “Company”) announced that it has moved its first quarter 2014 earnings release date and conference call from May 5, 2014 to May 8, 2014. | v375117_8k.htm |
| 2014-04-10 | 8-K | 2014-04-10 | 8.01 Other Events | 8.01 On April 10, 2014, American Realty Capital Properties, Inc. (the “Company”) announced that it plans to issue its first quarter 2014 financial results before market open on Monday, May 5, 2014 and host its first quarter 2014 financial results conference call and webcast on that same day at 11:00 a.m. | v374468_8k.htm |
| 2014-04-02 | 8-K | 2014-03-31 | 8.01 Other Events | 8.01 On March 31, 2014, American Realty Capital Properties, Inc. (the “Company”) entered into an augmenting lender supplement to its senior corporate credit facility (the “Credit Facility”), through its operating partnership, with the lenders party thereto and other related parties, by which the Company received $275.0 million of additional commitments to the Credit Facility from three new lenders. | v373644_8k.htm |
| 2014-03-21 | 8-K | 2014-03-21 | 8.01 Other Events | 8.01 As previously disclosed, the board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, an annualized dividend of $1.00 per share per annum to be paid monthly to stockholders of record at the close of business on the 8th day of each month, payable on the 15th day of such month. | v372390_8k.htm |
| 2014-03-21 | 8-K | 2014-03-17 | 8.01 Other Events | 8.01 On March 17, 2014, American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cole Credit Property Trust, Inc., a Maryland corporation (the “Company”), and Desert Acquisition, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will commence a cash tender offer for all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”), pursuant to the terms and subject to the conditions of the Merger Agreement. | v372040_8-k.htm |
| 2014-03-14 | 8-K/A | 2013-12-31 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Businesses Acquired. | arcp8-ka.htm |
| 2014-03-14 | 8-K/A | 2013-12-31 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Businesses Acquired. | arcp8-ka.htm |
| 2014-03-14 | 8-K | 2014-02-14 | 9.01 Financial Statements and Exhibits | v371703_8k.htm | |
| 2014-03-13 | 8-K | 2014-03-13 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 American Realty Capital Properties, Inc. (the “Company”) prepared an investor presentation containing information relating to the Company’s proposed spin-off of substantially all of its multi-tenant power and shopping center business. 8.01 On March 13, 2014, the Company issued a press release announcing that it plans to spin off substantially all of its multi-tenant power and shopping center business. | v371505_8k.htm |
| 2014-03-04 | 8-K | 2014-03-04 | 8.01 Other Events | 8.01 On March 4, 2014, American Realty Capital Properties, Inc. (the “Company”) and Cole CapitalTM, the Company’s private capital management business, jointly announced the appointment of Michael Ezzell as Executive Vice President of Private Capital Markets. | v370504_8k.htm |
| 2014-02-27 | 8-K | 2014-02-27 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 27, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release, quarterly supplemental financial information and an investor presentation attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, announcing its results of operations for the fiscal year and quarter ended December 31, 2013, as applicable. 7.01 As disclosed in Item 2.02 above, on February 27, 2014, the Company issued a press release, quarterly supplemental financial information and an investor presentation attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, announcing its results of operations for the fiscal year and quarter ended December 31, 2013, as applicable. | form8-k.htm |
| 2014-02-27 | 8-K/A | 2013-08-08 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On February 21, 2014, the Company, through wholly owned subsidiaries of its operating partnership, closed the acquisition of 23 additional properties comprising part of the Inland Portfolio, for an aggregate contract purchase price of $211.0 million, exclusive of closing costs. | v370081_8ka.htm |
| 2014-02-26 | 8-K | 2014-02-25 | 8.01 Other Events | 8.01 On February 26, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that it appointed Richard A. Silfen as General Counsel and Executive Vice President. | v369747_8k.htm |
| 2014-02-19 | 8-K | 2014-02-19 | 8.01 Other Events | 8.01 As previously disclosed, the board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, an annualized dividend of $1.00 per share per annum to be paid monthly to stockholders of record at the close of business on the 8th day of each month, payable on the 15th day of such month, effective with the closing of the Company’s acquisition of Cole Real Estate Investments, Inc., which occurred on February 7, 2014. | v369140_8-k.htm |
| 2014-02-13 | 8-K | 2014-02-13 | 8.01 Other Events | 8.01 On February 13, 2014, American Realty Capital Properties, Inc. (the “Company”) announced that it plans to issue its fourth quarter 2013 financial results before market open on Thursday, February 27, 2014 and host its fourth quarter 2013 financial results conference call and webcast on that same day at 1:00 p.m. | v368630_8k.htm |
| 2014-02-10 | 8-K | 2013-02-10 | 8.01 Other Events | 8.01 American Realty Capital Properties, Inc. issued a press release on February 10, 2014 announcing that it will host an investor conference call on February 10, 2014 at 3:00 p.m. | v367797_8k.htm |
| 2014-02-10 | 8-K | 2014-02-10 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 American Realty Capital Properties, Inc. (the “Company”) prepared an investor presentation containing information relating to the Company following its successful $2.55 billion senior unsecured note offering and close of its acquisition of Cole Real Estate Investments, Inc. (“Cole”). 8.01 The Company expects to host a conference call on February 10, 2014 at 3:00 p.m. | v367785_8k.htm |
| 2014-02-07 | 8-K | 2014-02-06 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On February 7, 2014, the Company completed its acquisition (the “Merger”) of Cole Real Estate Investments, Inc. (“Cole”), pursuant to that certain Agreement and Plan of Merger, dated as of October 22, 2013 (the “Merger Agreement”), by and among the Company, Merger Sub and Cole, pursuant to which Cole merged with and into Merger Sub with Merger Sub surviving the Merger as a wholly owned subsidiary of the Company. 5.02 Pursuant to the terms of the Merger Agreement, effective as of February 7, 2014, the board of directors of the Company (the “Board”) appointed Thomas A. Andruskevich, 62, and Scott P. Sealy, Sr., 66, to each serve as a director of the Company, for a term expiring upon the earlier of (i) the next annual meeting of the Company’s stockholders and until his successor is duly elected and qualified or (ii) his death, removal or resignation. 5.03 Pursuant to the terms of the Merger Agreement, effective as of February 7, 2014, the Board adopted an amendment to the bylaws of the Company (the “Bylaw Amendment”) relating to the creation of the Conflicts Committee. 8.01 As previously disclosed, the Board authorized an increase to its annualized dividend from $0.94 per share to $1.00 per share, contingent upon and effective with the closing of the Merger (the “Dividend Increase”). | v367634_8k.htm |
| 2014-02-06 | 8-K | 2014-02-06 | 8.01 Other Events | 8.01 On February 6, 2014, American Realty Capital Properties, Inc. (“ARCP”) issued a press release announcing the closing of the previously announced private offering by its operating partnership, ARC Properties Operating Partnership, L.P., and its wholly owned subsidiary, Clark Acquisition, LLC, of $2.55 billion aggregate principal amount of senior unsecured notes consisting of $1.3 billion aggregate principal amount of 2.000% senior notes due 2017, $750.0 million aggregate principal amount of 3.000% senior notes due 2019 and $500.0 million aggregate principal amount of 4.600% senior notes due 2024. | v367572_8k.htm |
| 2014-02-06 | 8-K | 2014-02-06 | 8.01 Other Events | 8.01 As previously announced and pursuant to that certain Agreement and Plan of Merger, dated October 22, 2013, by and among American Realty Capital Properties, Inc. (the “Company”), Cole Real Estate Investments, Inc. (“Cole”) and Clark Acquisition, LLC, the Company is required to pay a “stub period” dividend to its stockholders of record on the last business day prior to the closing of the Company’s acquisition of Cole. | v367592_8k.htm |
| 2014-02-05 | 8-K | 2014-02-04 | 8.01 Other Events | 8.01 On February 4, 2014, American Realty Capital Properties, Inc. (“ARCP”) issued a press release announcing the pricing of the previously announced private offering by its operating partnership, ARC Properties Operating Partnership, L.P., and its wholly owned subsidiary, Clark Acquisition, LLC, of $2.55 billion aggregate principal amount of senior unsecured notes consisting of $1.3 billion aggregate principal amount of 2.000% senior notes due 2017, $750.0 million aggregate principal amount of 3.000% senior notes due 2019 and $500.0 million aggregate principal amount of 4.600% senior notes due 2024. | v367183_8k.htm |
| 2014-02-04 | 8-K | 2014-02-04 | 8.01 Other Events | 8.01 On February 4, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release announcing that its operating partnership, ARC Properties Operating Partnership, L.P., and its wholly owned subsidiary, Clark Acquisition, LLC, have commenced a private offering of senior notes due 2017, senior notes due 2019 and senior notes due 2024 in an aggregate principal amount to be determined. | v367148_8k.htm |
| 2014-01-24 | 8-K | 2014-01-24 | 8.01 Other Events | 8.01 As previously disclosed, the board of directors of American Realty Capital Properties, Inc. (the “Company”) authorized, and the Company declared, an annualized dividend of $1.00 per share per annum, effective with the closing of the Company’s pending merger with Cole Real Estate Investments, Inc. (“Cole”). | v366163_8k.htm |
| 2014-01-23 | 8-K | 2014-01-23 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A special meeting of the stockholders of American Realty Capital Properties, Inc. (the “Company”) was held on January 23, 2014 (the “Special Meeting”). 8.01 On January 23, 2014, the Company and Cole issued a joint press release announcing that the Company stockholders approved the issuance of shares of Company common stock to Cole stockholders pursuant to the Merger Agreement and Cole stockholders approved the merger and the other transactions contemplated by the Merger Agreement. | v365980_8k.htm |
| 2014-01-23 | 8-K | 2014-01-23 | 8.01 Other Events | 8.01 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. | v365979_8k.htm |
| 2014-01-17 | 8-K | 2014-01-17 | 8.01 Other Events | 8.01 This Form 8-K is being filed in connection with a memorandum of understanding (a “memorandum of understanding”) regarding the settlement of certain litigation relating to, among other things, the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 22, 2013, by and among American Realty Capital Properties, Inc., a Maryland corporation (“ARCP”), Clark Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ARCP (“Merger Sub”) and Cole Real Estate Investments, Inc., a Maryland corporation (“Cole”), providing for the merger (the “Merger”) of Cole with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of ARCP. | v365745_8k.htm |
| 2014-01-14 | 8-K | 2014-01-14 | 8.01 Other Events | 8.01 On January 14, 2014, American Realty Capital Properties, Inc. (“ARCP”) and Cole Real Estate Investments, Inc. (“Cole”) issued a joint press release announcing that Institutional Shareholder Services, Inc. and Glass, Lewis & Co. recommended that the stockholders of each of ARCP and Cole should vote in favor of their respective stockholder proposals in connection with the approval of ARCP’s pending acquisition of Cole. | v365372_8k.htm |
| 2014-01-14 | 8-K | 2014-01-10 | 8.01 Other Events | 8.01 This Form 8-K is being filed in connection with a memorandum of understanding (a “memorandum of understanding”) regarding the settlement of certain litigation relating to, among other things, the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 22, 2013, by and among American Realty Capital Properties, Inc., a Maryland corporation (“ARCP”), Clark Acquisition, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of ARCP (“Merger Sub”) and Cole Real Estate Investments, Inc., a Maryland corporation (“Cole”), providing for the merger of Cole with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of ARCP (the “Merger”). | v365362_8k.htm |
| 2014-01-09 | 8-K | 2014-01-03 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 Effective January 8, 2014, Peter M. Budko resigned as Executive Vice President and Chief Investment Officer of the Company. | v364969_8k.htm |
| 2014-01-09 | 8-K/A | 2013-10-01 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On January 8, 2014, the Company, through wholly owned subsidiaries of its operating partnership, closed the acquisition of the remaining fee simple interests in the Fortress Portfolio, totaling 79 properties, for an aggregate contract purchase price of $400.9 million, exclusive of closing costs. | v364953_8k-a.htm |
| 2014-01-08 | 8-K | 2014-01-08 | 8.01 Other Events | 8.01 On January 8, 2014, American Realty Capital Properties, Inc. issued a press release which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein. | v364902_8k.htm |
| 2014-01-03 | 8-K | 2014-01-03 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On January 3, 2014, American Realty Capital Properties, Inc., a Maryland corporation (“ARCP”), completed its acquisition (the “Merger”) of American Realty Capital Trust IV, Inc., a Maryland corporation (“ARCT IV”), pursuant to that certain Agreement and Plan of Merger, dated as of July 1, 2013 (as amended on October 6, 2013 and October 11, 2013, the “Merger Agreement”), by and among ARCP, ARCT IV, ARCP Operating Partnership, Thunder Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of ARCP Operating Partnership (“Merger Sub”), and ARCT IV Operating Partnership, pursuant to which ARCT IV merged with and into Merger Sub. 3.03 On January 2, 2014, ARCP filed the Articles Supplementary (the “Series F Articles Supplementary”) classifying and designating the 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share, of ARCP (the “Series F Preferred Stock”) with the Maryland State Department of Assessments and Taxation. 5.02 As previously disclosed in Item 5.02 of the Current Report on Form 8-K filed by ARCP on October 22, 2013, on October 21, 2013, ARCP’s board of directors appointed William G. Stanley, 58, to serve as an independent director of ARCP, effective as of the closing of the Merger, for a term expiring upon the earlier of (i) the next annual meeting of ARCP’s stockholders and until his successor is duly executed and qualified and (ii) his death, removal or resignation. 7.01 ARCP prepared a presentation containing pro forma information describing the combined company (including the pending acquisition of Cole Real Estate Investments, Inc. (“Cole”)) taking into account the closing of the acquisition of ARCT IV. 8.01 On December 30, 2013, ARCP entered into a letter agreement with Barclays Bank PLC, or Barclays, Citigroup Global Markets Inc. and/or any of its affiliates, Credit Suisse AG, Cayman Islands Branch, Morgan Stanley Senior Funding, Inc. and Capital One, N.A., which we refer to together as the Commitment Parties, acknowledging that the Commitment Parties’ previously disclosed term loan commitments have been reduced by $220.0 million to an aggregate of $1,840.0 million. | v364531_8k.htm |