ISSUER FREE WRITING PROSPECTUS
Dated June 6, 2012
Filed Pursuant to Rule 433
Registration No. 333-181686
AMERICAN REALTY CAPITAL PROPERTIES, INC.
FREE WRITING PROSPECTUS
American Realty Capital Properties, Inc. (the “Company”) filed a registration statement on Form S-11 (including a prospectus) with the SEC on May 25, 2012. The registration statement has not yet become effective. This communication relates to such offering. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The preliminary prospectus, dated May 25, 2012, is available on the SEC Web site at
http://sec.gov/Archives/edgar/data/1507385/000114420412031826/v314528_s11.htm.
Alternatively, the Company or any underwriter participating in the offering will arrange to send you the prospectus and/or supplements thereto if you request them by calling toll-free 1-877-373-2522.
On June 6, 2012, the Company filed a Current Report on Form 8-K with the SEC, which included a press release issued on that same date, as Exhibit 99.1 to such report. The Form 8-K and press release are attached hereto.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 6, 2012
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 or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
405 Park Avenue New York, New York 10022 |
| (Address, including zip code, of principal executive offices) |
(212) 415-6500 |
| Registrant’s telephone number, including area code: |
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 8.01. Other Events.
On June 6, 2012, American Realty Capital Properties, Inc. (the “Company”) announced that it will participate in REITWeek 2012, NAREIT’s Investor Forum, in New York, New York, on June 12—14, 2012. Nicholas S. Schorsch, the Company’s chief executive officer, will make a presentation on June 12, 2012 at 2:15 p.m., which will be webcast live.
A copy of the Company’s press release announcing the foregoing is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 6, 2012 |
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, thereunto duly authorized.
| AMERICAN REALTY CAPITAL PROPERTIES, INC. | ||
| June 6, 2012 | By: | /s/ Nicholas S. Schorsch |
| Name: | Nicholas S. Schorsch | |
| Title: | Chief Executive Officer and | |
| Chairman of the Board of Directors | ||
CONTACTS
| From: Anthony J. DeFazio | For: Brian S. Block, EVP & CFO |
| DeFazio Communications, LLC | American Realty Capital Properties, Inc. |
| tony@defaziocommunications.com | bblock@arlcap.com |
| Ph: (484-532-7783) | Ph: 212-415-6500 |
FOR IMMEDIATE RELEASE
American Realty Capital Properties to Participate in NAREIT Conference
New York, New York, June 6, 2012 – American Realty Capital Properties, Inc. (NASDAQ: ARCP) (the “Company”) announced today that it will participate in REITWeek 2012, NAREIT’s Investor Forum, in New York, New York, on June 12-14, 2012. Nicholas S. Schorsch, the Company’s Chairman and Chief Executive Officer, will make a presentation on Tuesday, June 12, 2012 at 2:15 p.m. Eastern Time, which will be webcast live. Details on how to access the live webcast can be found below.
Webcast Details
Date: Tuesday, June 12, 2012
Time: 2:15 p.m. Eastern Time
Webcast Link:http://reitstream.com/reitweek2012/americanrealtycapitalproperties
The webcast will be available to view atwww.americanrealtycapitalproperties.comfor 90 days following the live presentation.
Important Notice
American Realty Capital Properties, Inc. is a publicly-traded Maryland corporation listed on The NASDAQ Capital Market that intends to qualify as a real estate investment trust focused on owning and acquiring single tenant, freestanding commercial properties subject to net leases with high credit quality tenants. Additional information about the Company can be found on the Company’s website atwww.americanrealtycapitalproperties.com.
The statements in this press release that are not historical facts may be forward-looking statements. These forward looking statements involve risks and uncertainties that could cause the outcome to be materially different.
ARCP filed a registration statement on Form S-11 (including a prospectus) with the SEC on May 25, 2012. The registration statement has not yet become effective. This communication relates to such offering. Before you invest, you should read the prospectus in that registration statement and other documents ARCP has filed with the SEC for more complete information about ARCP and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The preliminary prospectus, filed on May 25, 2012, is available on the SEC Web site at:
http://www.sec.gov/Archives/edgar/data/1507385/000114420412031826/v314528_s11.htm
Alternatively, ARCP or any underwriter participating in the offering will arrange to send you the prospectus and/or supplements thereto if you request them by calling toll-free 1-877-373-2522.