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): October 23, 2014 (October 22, 2014)
AMERICAN REALTY CAPITAL PROPERTIES, INC.
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
(Exact name of Registrant as specified in its charter)
_________________________
| Maryland | 001-35263 | 45-2482685 |
| Delaware | 333-197780 | 45-1255683 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
405 Park Avenue, 15th Floor
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:
| | 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 October 6, 2014, American Realty Capital Properties, Inc. (“ARCP”) filed a Current Report on Form 8-K (the“October 6 8-K”) disclosing that ARCP and ARC Properties Operating Partnership, L.P. (“ARCP OP”), a subsidiary and the operating partnership of ARCP, had entered into an Equity Purchase Agreement (the“Purchase Agreement”) with RCS Capital Corporation (“RCAP”) dated as of September 30, 2014, pursuant to which ARCP OP will sell to RCAP ARCP OP’s private capital management business, Cole Capital®.
On October 22, 2014, the first closing occurred pursuant to the terms of the Purchase Agreement as described in the October 6 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AMERICAN REALTY CAPITAL PROPERTIES, INC. |
| | |
| | By: | /s/ David S. Kay |
| | Name: | David S. Kay |
| | Title: | Chief Executive Officer |
| | ARC PROPERTIES OPERATING PARTNERSHIP, L.P. By: American Realty Capital Properties, Inc., its sole general partner |
| | |
| | By: | /s/ David S. Kay |
| | Name: | David S. Kay |
| | Title: | Chief Executive Officer |
Date: October 23, 2014
