WASHINGTON, D.C. 20549
American Realty Capital Trust, Inc.
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:
FedEx Property
The REIT acquired a FedEx Cross-Dock facility in Snowshoe, Pennsylvania (the “FedEx Property”) as its initial investment on March 5, 2008. On February 25, 2008, the REIT’s entire Board of Directors (with the two inside directors abstaining because the acquisition of the FedEx Property is an affiliated transaction) approved the acquisition of the FedEx Property, which acquisition closed on March 5, 2008.
The REIT acquired the FedEx Property at sellers’ cost, which does not exceed the fair market value of the FedEx Property as determined by an appraisal of a qualified independent appraiser. The purchase price for the FedEx Property is approximately $10 million. The FedEx Property is subject to approximately $7 million of existing debt. The REIT financed the balance of the purchase price by issuing 342,502.22 of shares of common stock to the sellers. Closing costs and fees aggregated at approximately $230,000.
Our operating partnership, American Realty Capital Operating Partnership, L.P., entered into a purchase agreement to purchase the FedEx Property subject to customary due diligence and other conditions, as described above. The sellers of the FedEx Property are several unaffiliated parties, who own approximately 70% of indirect interest in the FedEx Property, and our sponsors, Nicholas S. Schorsch and William M. Kahane, who own approximately 30% of indirect interest in the FedEx Property. The FedEx Property is a shipping and distribution facility located at 401 E. Sycamore, Snowshoe, PA. Built in 2004, the FedEx Property currently has 55,000 square feet of warehouse space. The current sole tenant is FedEx and will remain the sole tenant on a double-net lease basis.
FedEx Property Location | | Acquisition Date | | Approximate Purchase Price(1)(2) | | Approximate Compensation to Advisor and Affiliates(3) |
| 401 E. Sycamore | | 3/5/2008 | | $10,047,520 | | $170,125 |
| | (1) | Sellers are our sponsors, Nicholas S. Schorsch and William M. Kahane, and two unaffiliated parties. |
| | (2) | Approximate purchase price does not include the acquisition fee, which is 1.0% of the contract purchase price, or finance coordination fee. |
| | (3) | Amounts include acquisition fees payable to an affiliate of our advisor for acquisition fees in connection with the property acquisition and payments to our advisor for finance coordination fees for services in connection with the origination or assumption of debt financing to acquire the respective property. |
The property acquisition is subject to a double-net lease, pursuant to which the landlord is responsible for maintaining the property’s roof and structure, and the tenant is required to pay all other expenses associated with the property in addition to base rent.
The table below provides leasing information for the tenant at the property:
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FedEx Property Location | | Number of Tenants | | Major Tenant | | Renewal Options | | Current Annual Base Rent | | Base Rent per Square Foot | | Total Square Feet Leased | | Remaining Lease Term |
| 401 E. Sycamore | | 1 | | FedEx Freight East Inc. | | 13 year lease 2 five year extension periods | | $702,828 | | $12.78 | | 55,000 | | 10.77 |
The following table outlines the loan terms on the existing debt financing assumed in connection with acquisition of the FedEx Property.
| | | | | | | | | |
FedEx Property Location | | 1st Mortgage Debt | | Type | | Rate | | Maturity Date |
| 401 E. Sycamore | | $6,965,000 | | Interest only | | 5.62% | | 9/1/2017 |
FedEx Corporation, together with its subsidiaries, provides transportation, e-commerce, and business services. It operates in four segments: FedEx Express, FedEx Ground, FedEx Freight, and FedEx Kinko's. The FedEx Express segment offers various shipping services for the delivery of packages and freight. This segment also provides international trade services specializing in customs brokerage and global cargo distribution; international trade advisory services; and publishes customs duty and tax information, as well as provides Global Trade Data, an information tool that allows customers to track and manage imports. The FedEx Ground segment provides business and residential money-back-guaranteed ground package delivery services. The FedEx Freight segment offers regional next-day and second-day, and interregional less-than-truckload (LTL) freight services, as well as long-haul LTL freight services. The FedEx Kinko's segment provides document services, such as printing, copying, and binding services; and business services, such as high-speed Internet access and computer rental, videoconferencing, signs and graphics production, and direct mail services. This segment also offers retail products, such as specialty papers, greeting cards, printer cartridges, stationery, and office supplies, as well as provides Web-based services. The company also offers supply chain solutions, including critical inventory logistics, transportation management, fulfillment, and fleet services. FedEx Corporation, formerly known as FDX Corporation, was founded in 1971 and is headquartered in Memphis, Tennessee. FedEx Corporation stock is listed on the New York Stock Exchange, and FedEx has a credit rating of BBB.
Because the FedEx Property is 100% leased to a single tenant on a long-term basis under a net lease, which transfers substantially all of the operating costs to the tenant, we believe that the financial condition and results of operations of the tenant’s guarantor and affiliate, FedEx Corporation, are more relevant to investors than the financial statements of the individual property acquired in order to enable investors to evaluate the lessee’s credit-worthiness. Additionally, because the properties are subject to a net lease, historical property financial statements provide limited information other than rental income, which is disclosed above. Therefore, we have not provided audited financial statements of the properties acquired.
FedEx Corporation currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding FedEx Corporation are taken from the 2006 and 2007 annual reports.
| | | | | | | | | |
| | | Past Three Months Ended | | For the Fiscal Year Ended |
| | 11/30/2007 | | 5/31/2007 | | 5/31/2006 | | 5/31/2005 |
Consolidated Statements of Operations (in thousands) | | | | | | | | | | | | | | | | |
| Revenues | | $ | 9,451,000 | | | $ | 35,214,000 | | | $ | 32,294,000 | | | $ | 29,363,000 | |
| Operating Income | | | 783,000 | | | | 3,276,000 | | | | 3,014,000 | | | | 2,471,000 | |
| Net Income | | | 479,000 | | | | 2,016,000 | | | | 1,806,000 | | | | 1,449,000 | |
| | | | | | | | | |
| | | As of | | As of the Fiscal Year Ended |
| | 11/30/2007 | | 5/31/2007 | | 5/31/2006 | | 5/31/2005 |
Consolidated Balance Sheets (in thousands) | | | | | | | | | | | | | | | | |
| Total Assets | | $ | 24,347,000 | | | $ | 24,000,000 | | | $ | 22,690,000 | | | $ | 20,404,000 | |
| Long-term Debt | | | 2,007,000 | | | | 2,007,000 | | | | 1,592,000 | | | | 2,427,000 | |
| Stockholders’ Equity | | | 13,760,000 | | | | 12,656,000 | | | | 11,511,000 | | | | 9,588,000 | |
For more detailed financial information regarding FedEx Corporation, please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov.
Harleysville Properties
The REIT acquired 15 Harleysville National Bank and Trust Company (the “Harleysville National Bank”) branch properties in various Pennsylvania locations (the “Harleysville Properties”) on March 12, 2008. On February 25, 2008, the REIT’s entire Board of Directors (with the two inside directors abstaining because the contemplated acquisition is an affiliated transaction) approved the acquisition of the Harleysville Properties.
The REIT acquired the Harleysville Properties at seller’s cost, which does not exceed the fair market value of the Harleysville Properties as determined by an appraisal of a qualified independent appraiser. The purchase price for the Harleysville Properties is approximately $41 million, which is subject to approximately $31 million of existing debt and a preferred equity investment of approximately $4.0 million, including closing costs and fees. The REIT financed a portion with offering proceeds of $2.0 million. In addition, we borrowed approximately $4.0 million under the borrowing facility established between the Advisor and American Realty Capital Operating Partnership, LP. The rate on this short-term borrowing is 8.0% per annum, accrued monthly, with repayment of principal permitted without penalty. We expect to immediately pay down the borrowing as we raise funds. The seller of the Harleysville Properties is one of the REIT’s sponsors, Nicholas S. Schorsch. The Harleysville Properties are commercial bank branch locations throughout Pennsylvania with an aggregate of 178,000 square feet. The current sole tenant of the properties is Harleysville National Bank and will remain the sole tenant on a triple-net lease basis.
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Harleysville Property Location | | Acquisition Date | | Approximate Purchase Price(1)(2) | | Approximate Compensation to Advisor and Affiliates(3) |
| Harleysville, PA | | | 3/12/08 | | | $ | 719,762 | | | | Total for all properties = $719,762 Acquisition + Finance Fees | |
| Lansdale, PA | | | 3/12/08 | | | $ | 1,776,096 | | |
| Lansdale, PA | | | 3/12/08 | | | $ | 1,560,427 | | |
| Lansford, PA | | | 3/12/08 | | | $ | 1,987,536 | | |
| Lehighton, PA | | | 3/12/08 | | | $ | 938,957 | | | | | |
| Limerick, PA | | | 3/12/08 | | | $ | 1,636,954 | | | | | |
| Palmerton, PA | | | 3/12/08 | | | $ | 3,286,118 | | | | | |
| Sellersville, PA | | | 3/12/08 | | | $ | 1,101,602 | | | | | |
| Skippack, PA | | | 3/12/08 | | | $ | 1,473,259 | | | | | |
| Slatington, PA | | | 3/12/08 | | | $ | 1,139,594 | | | | | |
| Slatington, PA | | | 3/12/08 | | | $ | 3,568,097 | | | | | |
| Spring House, PA | | | 3/12/08 | | | $ | 4,036,729 | | | | | |
| Summit Hill, PA | | | 3/12/08 | | | $ | 1,740,629 | | | | | |
| Walnutport, PA | | | 3/12/08 | | | $ | 1,647,595 | | | | | |
| Wyomissing, PA | | | 3/12/08 | | | $ | 1,494,539 | | | | | |
| | (1) | Seller is one of our sponsors, Nicholas S. Schorsch. |
| | | |
| | (2) | Approximate purchase price does not include the acquisition fee, which is 1.0% of the contract purchase price, or the financing coordination fee. |
| | (3) | Amounts include acquisition fees payable to an affiliate of our advisor for acquisition fees in connection with the property acquisition and payments to our advisor for finance coordination fees for services in connection with the origination or assumption of debt financing to acquire the respective property. |
Each property acquisition is subject to a triple-net lease, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
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Harleysville Property Location | | Tenant | | Guarantor | | Total Square Feet Leased | | % of Total Sq. Ft. Leased |
| Harleysville, PA | | | Harleysville National Bank | | | | same | | | | 80,275 | | | | 100 | % |
| Lansdale, PA | | | Harleysville National Bank | | | | same | | | | 3,488 | | | | 100 | % |
| Lansdale, PA | | | Harleysville National Bank | | | | same | | | | 3,690 | | | | 100 | % |
| Lansford, PA | | | Harleysville National Bank | | | | same | | | | 7,285 | | | | 100 | % |
| Lehighton, PA | | | Harleysville National Bank | | | | same | | | | 2,868 | | | | 100 | % |
| Limerick, PA | | | Harleysville National Bank | | | | same | | | | 5,000 | | | | 100 | % |
| Palmerton, PA | | | Harleysville National Bank | | | | same | | | | 11,602 | | | | 100 | % |
| Sellersville, PA | | | Harleysville National Bank | | | | same | | | | 3,364 | | | | 100 | % |
| Skippack, PA | | | Harleysville National Bank | | | | same | | | | 4,500 | | | | 100 | % |
| Slatington, PA | | | Harleysville National Bank | | | | same | | | | 7,320 | | | | 100 | % |
| Slatington, PA | | | Harleysville National Bank | | | | same | | | | 19,872 | | | | 100 | % |
| Spring House, PA | | | Harleysville National Bank | | | | same | | | | 12,240 | | | | 100 | % |
| Summit Hill, PA | | | Harleysville National Bank | | | | same | | | | 5,800 | | | | 100 | % |
| Walnutport, PA | | | Harleysville National Bank | | | | same | | | | 5,490 | | | | 100 | % |
| Wyomissing, PA | | | Harleysville National Bank | | | | same | | | | 4,980 | | | | 100 | % |
The table below provides leasing information for the tenant at each respective property:
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Harleysville Property Location | | Number of Tenants | | Tenants | | Renewal Options | | Current Annual Base Rent | | Base Rent per Square Foot | | Remaining Lease Term |
| Harleysville, PA | | | 1 | | | | Harleysville National Bank | | | | See Footnote (1) | | | $ | 996,100 | | | $ | 12.41 | | | | 14.86 | |
| Lansdale, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 130,200 | | | $ | 37.33 | | | | 14.86 | |
| Lansdale, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 114,390 | | | $ | 31.00 | | | | 14.86 | |
| Lansford, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 145,700 | | | $ | 20.00 | | | | 14.86 | |
| Lehighton, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 68,832 | | | $ | 24.00 | | | | 14.86 | |
| Limerick, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 120,000 | | | $ | 24.00 | | | | 14.86 | |
| Palmerton, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 240,895 | | | $ | 20.76 | | | | 14.86 | |
| Sellersville, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 80,755 | | | $ | 24.01 | | | | 14.86 | |
| Skippack, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 108,000 | | | $ | 24.00 | | | | 14.86 | |
| Slatington, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 83,540 | | | $ | 11.41 | | | | 14.86 | |
| Slatington, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 261,566 | | | $ | 13.16 | | | | 14.86 | |
| Spring House, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 295,920 | | | $ | 24.18 | | | | 14.86 | |
| Summit Hill, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 127,600 | | | $ | 22.00 | | | | 14.86 | |
| Walnutport, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 120,780 | | | $ | 22.00 | | | | 14.86 | |
| Wyomissing, PA | | | 1 | | | | Harleysville National Bank | | | | | | | $ | 109,560 | | | $ | 22.00 | | | | 14.86 | |
| | (1) | The lease agreement for each Harleysville Property contains a number of consecutive renewal options. After the initial contractual period, each lease may be renewed for two additional five-year terms. After both five-year renewal options have been exercised each lease may be renewed for an additional three-year period and then for an additional six-year period. |
The following table outlines the loan terms on the existing debt financing on the Harleysville Properties. The loan has a fixed rate, with interest only payments and a 10-year maturity.
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Harleysville Property Location | | 1st Mortgage Debt | | Type | | Rate | | Maturity Date |
| Harleysville, PA | | $ | 10,279,882 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Lansdale, PA | | $ | 1,343,681 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Lansdale, PA | | $ | 1,20180,520 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Lansford, PA | | $ | 1,503,643 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Lehighton, PA | | $ | 710,355 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Limerick, PA | | $ | 1,238,416 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Palmerton, PA | | $ | 2,486,068 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Sellersville, PA | | $ | 833,402 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Skippack, PA | | $ | 1,114,574 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Slatington, PA | | $ | 862,144 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Slatington, PA | | $ | 2,699,395 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Spring House, PA | | $ | 3,053,933 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Summit Hill, PA | | $ | 1,316,849 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Walnutport, PA | | $ | 1,246,466 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
| Wyomissing, PA | | $ | 1,130,673 | | | | Interest only | | | | 5.62 | % | | | 1/1/2018 | |
Harleysville National Corporation operates as the holding company for Harleysville National Bank and Trust Company, which provides banking and financial products and services to individual and corporate customers primarily in eastern Pennsylvania. As of December 31, 2006, Harleysville had 45 branch offices located in Montgomery, Bucks, Chester, Berks, Carbon, Lehigh, Monroe and Northampton counties, Pennsylvania. The company was founded in 1909 and is headquartered in Harleysville, Pennsylvania. The company engages incommercial banking and trust business, including accepting time, demand, savings, and money market deposits; making secured and unsecured commercial, consumer, and real estate loans, as well as lease financing; financing commercial transactions; making construction and mortgage loans; and performing corporate pension and personal investment and trust services. It also offers retail banking and wealth management solutions. In addition, the company, through its subsidiary, provides wealth management, estate and succession planning and life insurance services and products for high-net-worth business owners and families.
Because the Harleysville Properties are 100% leased to a single tenant on a long-term basis under a net lease, which transfers substantially all of the operating costs to the tenant, we believe that the financial condition and results of operations of the tenant are more relevant to investors than the financial statements of the individual properties acquired in order to enable investors to evaluate the credit-worthiness of the lessee. Additionally, because the properties are subject to a net lease, historical property financial statements provide limited information other than rental income, which is disclosed above. Therefore, we have not provided audited financial statements of the properties acquired.
The following summary financial data are taken from data on file with the Federal Deposit Insurance Corporation (“FDIC”):
| | | | | | | |
| | | For the Fiscal Year Ended |
| | 12/31/2007 | | 12/31/2006 | | 12/31/2005 |
Consolidated Statements of Operations (in thousands) | | | | | | | | | | | | |
| Revenue | | $ | 198,198 | | | $ | 182,142 | | | $ | 156,333 | |
| Operating Income | | | 28,154 | | | | 40,864 | | | | 37,312 | |
| Net Income | | | 28,154 | | | | 40,864 | | | | 37,312 | |
| | | | | | | |
| | | As of the Fiscal Year Ended |
| | 12/31/2007 | | 12/31/2006 | | 12/31/2005 |
Consolidated Balance Sheets (in thousands) | | | | | | | | | | | | |
| Total Assets | | $ | 3,887,951 | | | $ | 3,214,526 | | | $ | 3,084,354 | |
| Long-term Debt | | | 159,750 | | | | 184,750 | | | | 257,750 | |
| Shareholder Equity | | | 402,799 | | | | 300,590 | | | | 264,272 | |
For more detailed information about Harleysville National Bank & Trust Company, please refer to data on file with the FDIC, which are publicly available at http://www2.fdic.gov/idasp/confirmation_outside.asp?inCert1=7516.
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.
