UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 27, 2013
Date of Report (date of earliest event reported)
_________________________
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) | (Commission File Number) | (IRS Employer Identification No.) |
405 Park Avenue
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:
| ý | 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)) |
Explanatory Note to Amended Current Report on Form 8-K/A
American Realty Capital Properties, Inc. (the “Company”) previously filed a Current Report on Form 8-K onMarch 27, 2013 (the “Original Form 8-K”) which contained the following exhibits: a letter to the Board of Directors of Cole Credit Property Trust III, Inc. (“CCPT III”) attached as Exhibit 99.1; an Investor Presentation attached as Exhibit 99.2; and a press release attached as Exhibit 99.3. Each of the Original Form 8-K and exhibits thereto described the Company’s refined offer to purchase all of the common stock of CCPT III. This Amended Current Report on Form 8-K/A is being filed solely for the purpose of amending the Original Form 8-K and each of the exhibits described herein thereto to clarify certain typographical errors contained in the Original Form 8-K and the exhibits thereto with respect to the consideration to be paid to CCPT III stockholders. No other changes have been made to the Original Form 8-K.
Explanatory Note
American Realty Capital Properties, Inc. Revises Offer Upward to Purchase Merged Cole Credit Property Trust III, Inc. to a Minimum of $13.59 Per Share, for $9.7 Billion Based on Newly Disclosed Financial Information Provided by Cole Credit Property Trust III, Inc.
Proposal Remains 10% Accretive to ARCP Stockholders
This Current Report on Form 8-K details a refined proposal made on March 27, 2013 by American Realty Capital Properties, Inc. (“ARCP”) to the board of directors of Cole Credit Property Trust III, Inc. (“CCPT III”) to acquire all the outstanding shares of common stock of CCPT III following the consummation of CCPT III’s internalization of Cole Holdings Corporation (“Cole”). The refined proposal was derived from ARCP’s review of certain CCPT III property-level financial data made publicly available by CCPT III on March 25, 2013.
Item 7.01. Regulation FD Disclosure.
In connection with the refined Proposal (as defined and described below) made by ARCP to the board of directors of CCPT III, ARCP prepared a presentation for the purpose of describing the refined Proposal and its benefits to CCPT III’s stockholders. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Such presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Item 7.01, including Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 8.01. Other Events.
ARCP’s Refined Offer to Acquire CCPT III Following CCPT III’s Internalization of Cole
As mentioned in the Explanatory Note to this Current Report on Form 8-K above, on March 27, 2013, ARCP submitted a refined proposal to the board of directors of CCPT III to acquire all the outstanding shares of common stock of CCPT III (the “Proposal”) after reviewing certain property-level financial data which was publicly disclosed by CCPT III on March 25, 2013. In light of CCPT III’s claim that the internalization of Cole could not be averted, ARCP therefore proposed to acquire both CCPT III and Cole as a merged entity. While ARCP does not prefer the public disclosure of the Proposal, CCPT III has been unwilling to engage ARCP up to the date of this filing. Therefore, ARCP has made the Proposal publicly as described herein, which has been unanimously approved by ARCP’s board of directors.
Pursuant to the Proposal, ARCP would acquire all the outstanding shares of common stock of CCPT III in exchange for, at the election of each holder of shares of CCPT III common stock, with respect to each such share of CCPT III common stock, for either: (i) 0.80 of a share of ARCP common stock for each share of CCPT III common stock, with a guarantee that the value of the share consideration will not be less than $13.59 per share; or (ii) $12.50 per share in cash. The Proposal provides that up to $1.2 billion (or approximately 20% of the outstanding shares of CCPT III common stock) be paid in cash. ARCP also announced the Proposal via press release on March 27, 2013. ARCP maintains that the transaction would be 10% accretive to its stockholders.
The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to ARCP’s letter to the board of directors of CCPT III regarding the Proposal, dated March 27, 2013, and the press release announcing the Proposal, dated March 27, 2013, which are attached as Exhibits 99.1 and 99.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
Additional Information about the Proposed Transaction and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, relates to a business combination transaction with CCPT III proposed by ARCP, which may become the subject of a registration statement filed with the SEC. This material is not a substitute for the proxy statement/prospectus ARCP would file with the SEC regarding the proposed transaction if such a negotiated transaction with CCPT III is reached or for any other document which ARCP may file with the SEC and send to ARCP’s or CCPT III’s stockholders in connection with the proposed transaction.INVESTORS AND SECURITY HOLDERS OF ARCP AND CCPT III ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Such documents would be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to the ARCP Investor Relations Department, 405 Park Avenue, New York, New York 10022. Copies of such documents filed by ARCP with the SEC also will be available free of charge on ARCP’s website at www.arcpreit.com.
ARCP, AR Capital, LLC and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from ARCP’s and CCPT III’s stockholders in respect of the proposed transaction. Information regarding ARCP’s directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on May 4, 2012, as modified by ARCP’s current reports on Form 8-K filed with the SEC on October 17, 2012 and March 6, 2013. Additional information regarding the interests of such potential participants will be included in any proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction if and when they become available.
All information in this communication concerning CCPT III, including its business, operations and financial results was obtained from public sources. While ARCP has no knowledge that any such information is inaccurate or incomplete, ARCP has not had the opportunity to verify any of that information.
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 Exchange Act), which reflect ARCP’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors, many of which are outside ARCP’s control, that could cause actual results to differ materially from those contained in the forward-looking statements. Such risks and uncertainties relating to the proposed transaction include, but are not limited to, CCPT III’s failure to accept ARCP’s proposal and enter into definitive agreements to effect the transaction, whether and when the proposed transaction will be consummated, the new combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the ability to obtain regulatory and stockholder approvals for the transaction; market volatility; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; ARCP’s ability to achieve the cost-savings and synergies contemplated by the proposed transaction within the expected time frame; ARCP’s ability to promptly and effectively integrate the businesses of CCPT III and ARCP; disruption from the proposed transaction making it more difficult to maintain relationships with tenants; the business plans of the tenants of the respective parties; continuation or deterioration of current market conditions; and future regulatory or legislative actions that could adversely affect the companies. Additional factors that may affect future results will be contained in ARCP’s filings with the SEC from time to time. ARCP disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Letter to the Board of Directors of CCPT III, dated March 27, 2013 | |
| 99.2 | Presentation regarding the Proposal, dated March 27, 2013 | |
| 99.3 | Press Release Announcing the Proposal, dated March 27, 2013 |
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.
| AMERICAN REALTY CAPITAL PROPERTIES, INC. | ||
| Date: March 27, 2013 | By: | /s/ Nicholas S. Schorsch |
| Name: | Nicholas S. Schorsch | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |