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): November 25, 2008
American Realty Capital Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | | 333-145949 | | 71-1036989 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
106 York Road Jenkintown, PA 19046 |
(Address, including zip code, of Principal Executive Offices) Registrant's telephone number, including area code: (215) 887-2189 |
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 2.01 Completion of Acquisition of Assets.
PNC Bank Properties
The REIT acquired 50 bank branches triple-net leased to PNC Bank, National Association (the “PNC Properties”) on November 25, 2008. On August 12, 2008, the REIT’s Board of Directors approved the acquisition of the PNC Properties and as of November 18, 2008 approved the financings with TD Bank, N.A. and KBC Bank, N.V., each described below.
The purchase price for the PNC Properties is approximately $42,286,000. Closing costs and the acquisition fee payable to American Realty Capital Advisors, LLC total approximately $1.6 million. The purchase price was paid with proceeds from the sale of common shares, first mortgage indebtedness and the proceeds from unsecured notes issued by an affiliate of the REIT. The PNC Properties are bank branches in Pennsylvania, New Jersey and Ohio with an aggregate of approximately 275,000 square feet. The current sole tenant of the properties is PNC Bank, National Association (“PNC Bank”) and will remain the sole tenant on a triple-net lease basis.
Address | | City, State | | Purchase Price | | Approximate Compensation to Advisor and Affiliates | |
1001 East Erie Ave | | | Philadelphia, PA | | $ | 857,143 | | | Total for All Properties = $757,000 | |
108 East Main Street | | | Somerset, PA | | | 1,142,857 | | | (Acquisition fee + | |
114 West State Street | | | Media, PA | | | 714,286 | | | Finance coordination fee) | |
1152 Main Street | | | Paterson, NJ | | | 785,714 | | | | |
1170 West Baltimore Pike | | | Media, PA | | | 285,714 | | | | |
12 Outwater Lane | | | Garfield, NJ | | | 1,142,857 | | | | |
1260 McBride Ave | | | West Paterson, NJ | | | 642,857 | | | | |
141 Franklin Turnpike | | | Mahwah, NJ | | | 785,714 | | | | |
1485 Blackwood-Clementon Rd | | | Clementon, PA | | | 1,357,143 | | | | |
150 Paris Ave | | | Northvale, NJ | | | 785,714 | | | | |
16 Highwood Ave | | | Tenafly, NJ | | | 714,286 | | | | |
1921 Washington Valley Road | | | Martinsville, NJ | | | 1,357,143 | | | | |
1933 Borendtown Ave | | | Parlin, NJ | | | 928,571 | | | | |
204 Raritan Valley College Drive | | | Somerville, NJ | | | 1,214,286 | | | | |
207 S State St | | | Clarks Summit, PA | | | 500,000 | | | | |
2200 Cottman | | | Philadelphia, PA | | | 1,142,857 | | | | |
222 Ridgewood Ave | | | Glen Ridge, NJ | | | 642,857 | | | | |
2431 Main Street | | | Trenton, NJ | | | 1,428,571 | | | | |
294 Main Ave | | | Clifton, NJ | | | 642,857 | | | | |
30 Main Street | | | West Orange, NJ | | | 785,714 | | | | |
31 S Chester Rd | | | Swarthmore, PA | | | 500,000 | | | | |
315 Haddon Ave | | | Haddonfield, PA | | | 928,571 | | | | |
321 E 33rd St | | | Paterson, NJ | | | 357,143 | | | | |
34 East Market Street | | | Blairsville, PA | | | 642,857 | | | | |
359 Georges Rd | | | Dayton, NJ | | | 1,142,857 | | | | |
36 Bergen St | | | Westwood, NJ | | | 500,000 | | | | |
401 West Tabor Road | | | Philadelphia, PA | | | 500,000 | | | | |
403 N Baltimore St | | | Dillsburg, PA | | | 428,571 | | | | |
404 Pennsylvania Ave East | | | Warren, PA | | | 642,857 | | | | |
410 Main Street | | | Orange, NJ | | | 928,571 | | | | |
424 Broad Street | | | Bloomfield, NJ | | | 785,714 | | | | |
425 Boulevard | | | Mountain Lakes, NJ | | | 1,000,000 | | | | |
45 South Martine Ave | | | Fanwood, NJ | | | 1,142,857 | | | | |
470 Lincoln Avenue | | | Pittsburgh, PA | | | 642,857 | | | | |
49 Little Falls Road | | | Fairfield, NJ | | | 1,857,143 | | | | |
501 Pleasant Valley Way | | | West Orange, NJ | | | 500,000 | | | | |
555 Cranbury Road | | | East Brunswick, NJ | | | 1,071,429 | | | | |
570 Pompton Ave | | | Cedar Grove, NJ | | | 1,285,714 | | | | |
583 Kearny Ave | | | Kearny, NJ | | | 785,714 | | | | |
588 Newark-Pompton Tnpk | | | Pompton Plains, NJ | | | 285,714 | | | | |
5900 N Broad St | | | Philadelphia, PA | | | 571,429 | | | | |
591 Route 33 | | | Millstone, NJ | | | 857,143 | | | | |
638 E Landis Ave | | | Vineland, NJ | | | 714,286 | | | | |
6th & Spring Garden | | | Philadelphia, PA | | | 928,571 | | | | |
7811 Tylersville Road | | | West Chester, OH | | | 1,214,286 | | | | |
82 Greenbrook Road | | | Dunellen, NJ | | | 1,000,000 | | | | |
8340 Germantown Ave | | | Philadelphia, PA | | | 285,714 | | | | |
9 West Somerset Street | | | Raritan, NJ | | | 1,142,857 | | | | |
Cooper & Delsea | | | Deptford, NJ | | | 928,571 | | | | |
RR1 Box 640 | | | Tannersville, PA | | | 857,143 | | | | |
TOTAL | | | | | $ | 45,285,714 | | | | |
The properties are triple-net leased to PNC Bank, pursuant to which PNC Bank will be required to pay substantially all operating expenses and capital expenditures in addition to base rent, simultaneously with the acquisition of the properties, and will have primary lease terms of ten years, expiring November 1, 2018. Annual rent is $2,960,000 for each of the first five years of the initial lease term, increased by 10% in year six. The leases provide for up to four extensions of successive five-year terms with an increase in the rental rate by 10% for each additional renewal term. Following the first year of the lease, the tenant has the right to terminate two leases within the PNC Properties each calendar year during the term of the lease, including renewal options, at any time upon at least twelve months prior written notice to the REIT.
Address | | City, State | | Total Square Feet Leased | | Year 1 Gross Rent | | Rent Per Square Foot | |
1001 East Erie Ave | | | Philadelphia, PA | | | 3,653 | | $ | 60,000 | | $ | 16.42 | |
108 East Main Street | | | Somerset, PA | | | 7,322 | | | 80,000 | | | 10.93 | |
114 West State Street | | | Media, PA | | | 12,344 | | | 50,000 | | | 4.05 | |
1152 Main Street | | | Paterson, NJ | | | 4,405 | | | 55,000 | | | 12.49 | |
1170 West Baltimore Pike | | | Media, PA | | | 2,366 | | | 20,000 | | | 8.45 | |
12 Outwater Lane | | | Garfield, NJ | | | 7,372 | | | 80,000 | | | 10.85 | |
1260 McBride Ave | | | West Paterson, NJ | | | 2,963 | | | 45,000 | | | 15.19 | |
141 Franklin Turnpike | | | Mahwah, NJ | | | 3,281 | | | 55,000 | | | 16.76 | |
1485 Blackwood-Clementon Rd | | | Clementon, PA | | | 3,853 | | | 95,000 | | | 24.66 | |
150 Paris Ave | | | Northvale, NJ | | | 3,537 | | | 55,000 | | | 15.55 | |
16 Highwood Ave | | | Tenafly, NJ | | | 10,908 | | | 50,000 | | | 4.58 | |
1921 Washington Valley Road | | | Martinsville, NJ | | | 5,220 | | | 95,000 | | | 18.20 | |
1933 Borendtown Ave | | | Parlin, NJ | | | 4,355 | | | 65,000 | | | 14.93 | |
204 Raritan Valley College Drive | | | Somerville, NJ | | | 2,423 | | | 85,000 | | | 35.08 | |
207 S State St | | | Clarks Summit, PA | | | 7,170 | | | 35,000 | | | 4.88 | |
2200 Cottman | | | Philadelphia, PA | | | 3,617 | | | 80,000 | | | 22.12 | |
222 Ridgewood Ave | | | Glen Ridge, NJ | | | 9,248 | | | 45,000 | | | 4.87 | |
2431 Main Street | | | Trenton, NJ | | | 3,470 | | | 100,000 | | | 28.82 | |
294 Main Ave | | | Clifton, NJ | | | 1,992 | | | 45,000 | | | 22.59 | |
30 Main Street | | | West Orange, NJ | | | 5,340 | | | 55,000 | | | 10.30 | |
31 S Chester Rd | | | Swarthmore, PA | | | 3,126 | | | 35,000 | | | 11.20 | |
315 Haddon Ave | | | Haddonfield, PA | | | 4,828 | | | 65,000 | | | 13.46 | |
321 E 33rd St | | | Paterson, NJ | | | 2,837 | | | 25,000 | | | 8.81 | |
34 East Market Street | | | Blairsville, PA | | | 12,212 | | | 45,000 | | | 3.68 | |
359 Georges Rd | | | Dayton, NJ | | | 3,660 | | | 80,000 | | | 21.86 | |
36 Bergen St | | | Westwood, NJ | | | 5,160 | | | 35,000 | | | 6.78 | |
401 West Tabor Road | | | Philadelphia, PA | | | 8,653 | | | 35,000 | | | 4.04 | |
403 N Baltimore St | | | Dillsburg, PA | | | 2,832 | | | 30,000 | | | 10.59 | |
404 Pennsylvania Ave East | | | Warren, PA | | | 7,136 | | | 45,000 | | | 6.31 | |
410 Main Street | | | Orange, NJ | | | 8,862 | | | 65,000 | | | 7.33 | |
424 Broad Street | | | Bloomfield, NJ | | | 3,657 | | | 55,000 | | | 15.04 | |
425 Boulevard | | | Mountain Lakes, NJ | | | 2,732 | | | 70,000 | | | 25.62 | |
45 South Martine Ave | | | Fanwood, NJ | | | 2,078 | | | 80,000 | | | 38.50 | |
470 Lincoln Avenue | | | Pittsburgh, PA | | | 2,760 | | | 45,000 | | | 16.30 | |
49 Little Falls Road | | | Fairfield, NJ | | | 5,549 | | | 130,000 | | | 23.43 | |
501 Pleasant Valley Way | | | West Orange, NJ | | | 3,358 | | | 35,000 | | | 10.42 | |
555 Cranbury Road | | | East Brunswick, NJ | | | 16,324 | | | 75,000 | | | 4.59 | |
570 Pompton Ave | | | Cedar Grove, NJ | | | 4,773 | | | 90,000 | | | 18,86 | |
583 Kearny Ave | | | Kearny, NJ | | | 7,408 | | | 55,000 | | | 7.42 | |
588 Newark-Pompton Tnpk | | | Pompton Plains, NJ | | | 4,196 | | | 20,000 | | | 4.77 | |
5900 N Broad St | | | Philadelphia, PA | | | 7,070 | | | 40,000 | | | 5.66 | |
591 Route 33 | | | Millstone, NJ | | | 2,162 | | | 60,000 | | | 27.75 | |
638 E Landis Ave | | | Vineland, NJ | | | 17,356 | | | 50,000 | | | 2.88 | |
6th & Spring Garden | | | Philadelphia, PA | | | 3,737 | | | 65,000 | | | 17.39 | |
7811 Tylersville Road | | | West Chester, OH | | | 2,988 | | | 85,000 | | | 28.45 | |
82 Greenbrook Road | | | Dunellen, NJ | | | 2,784 | | | 70,000 | | | 25.14 | |
8340 Germantown Ave | | | Philadelphia, PA | | | 7,096 | | | 20,000 | | | 2.82 | |
9 West Somerset Street | | | Raritan, NJ | | | 8,033 | | | 80,000 | | | 9.96 | |
Cooper & Delsea | | | Deptford, NJ | | | 5,160 | | | 65,000 | | | 12.60 | |
RR1 Box 640 | | | Tannersville, PA | | | 2,070 | | | 60,000 | | | 28.99 | |
TOTAL | | | | | | 275,436 | | $ | 2,960,000 | | $ | 10.75 | |
The REIT has secured first mortgage indebtedness from TD Bank, N.A. The following table outlines the loan terms on the debt financing incurred in connection with acquisition of the PNC Properties. The loan will be secured by a mortgage on each of the PNC Properties.
| | | | |
Mortgage Debt Amount | | Rate (1) | | Maturity Date |
$33,398,902 | | 5.25% | | November 25, 2013 |
(1) | Rate is the effective yield based on 30-day Libor Plus 1.65%, and the effects of an interest rate swap entered into prior to closing on this mortgage. |
The REIT has secured additional financing for the acquisition of the PNC Properties from (i) KBC Bank, N.V. in the amount of $8,000,000, secured by a pledged interest in the REIT-affiliated entities that acquired the PNC Properties, and (ii) a group of individuals in the amount of approximately $1,090,000.
PNC Bank is a $128.6 billion commercial bank holding company with $76.5 billion in deposits. It is based in Pittsburgh, Pennsylvania, and has more than 1,100 branches, 3,900 automated teller machines and more than 25,000 employees. It is rated S&P AA- and is one of the largest commercial banking companies in the United States ranked by assets and deposits. It offers retail banking, corporate and institutional banking, asset management and global fund processing services. The following information relates to PNC Bank’s Parent company, PNC Financial Services Group, Inc.:
| | | | For the Fiscal Year Ended | |
Consolidated Statements of Operations (in millions) | | Nine Months Ended September 30, 2008 | | 2007 | | 2006 | | 2005 | |
Revenues | | $ | 7,453 | | $ | 10,088 | | $ | 11,146 | | $ | 7,937 | |
Operating Income | | | 2,215 | | | 3,292 | | | 4,782 | | | 2,561 | |
Net Income | | | 1,130 | | | 1,467 | | | 2,595 | | | 1,325 | |
| | As of December 31, | |
Consolidated Balance Sheets (in millions) | | 2007 | | 2006 | | 2005 | |
Total Assets | | $ | 138,920 | | $ | 101,820 | | $ | 91,954 | |
Total Liabilities | | | 122,412 | | | 90,147 | | | 83,391 | |
Stockholders’ Equity | | | 14,854 | | | 10,788 | | | 8,563 | |
SIGNATURES
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.
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| AMERICAN REALTY CAPITAL TRUST, INC. |
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Date: December 3, 2008 | By: | /s/ Nicholas S. Schorsch |
| Nicholas S. Schorsch |
| Chief Executive Officer and Chairman of the Board of Directors |