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): July 8, 2014
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, 15th Floor
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On July 8, 2014, American Realty Capital Properties, Inc. (the “Company”) issued a press release attached hereto as Exhibit 99.1 in which, in part, it announced certain results of operations for the fiscal quarter ended June 30, 2014, as described in Item 7.01 of this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
Stockholder Memorandum Relating to Corporate Governance
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.
Press Release Relating to the Company’s Announcement of Balance Sheet and Cole Capital Transaction Activity for the Second Quarter of 2014 and Second Quarter 2014 Earnings Release Date of July 29, 2014
On July 8, 2014, the Company announced balance sheet and Cole Capital transaction activity for the second quarter of 2014 and announced that it plans to issue its second quarter 2014 financial results before market open on Tuesday, July 29, 2014 and host its second quarter 2014 financial results conference call and webcast on that same day at 11:00 a.m. Eastern Time. The call will be conducted by David S. Kay, the Company’s President, Lisa E. Beeson, the Company’s Chief Operating Officer, and Brian S. Block, the Company’s Chief Financial Officer.
Copies of the foregoing press release and stockholder memorandum are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively. Such stockholder memorandum and press release 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 in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, as applicable, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Forward-Looking Statements
Information set forth in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, contains “forward-looking statements” (as defined in Section 21E of the Exchange Act), which reflect the Company’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, whether and when certain transactions and other matters will be consummated, the Company’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the Company’s inability to achieve its transaction targets for its balance sheet and Cole Capital, including its inability to close on acquisitions at Cole Capital, such as pipeline acquisitions which are currently under executed and purchase sale agreements or executed letters of intent; the impact of current and future regulation; the impact of credit rating changes; the effects of competition; the ability to attract, develop and retain executives and other qualified employees; changes in general economic or market conditions; the impact of the Company’s proposed corporate governance changes; and other factors included in the Company’s reports filed with the U.S. Securities and Exchange Commission (“SEC”), particularly in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company's latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, each as filed with the SEC, as such Risk Factors may be updated from time to time in subsequent reports. The Company does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. | | Description |
| 99.1 | | Press Release issued July 8, 2014 |
| 99.2 | | Stockholder Memorandum dated July 8, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AMERICAN REALTY CAPITAL PROPERTIES, INC. |
| | | |
July 8, 2014 | By: | /s/ Nicholas S. Schorsch |
| | Name: | Nicholas S. Schorsch |
| | Title: | Chief Executive Officer and |
| | | Chairman of the Board of Directors |
