4//SEC Filing
American Realty Capital Properties, Inc. 4
Accession 0001144204-14-001279
CIK 0001507385operating
Filed
Jan 7, 7:00 PM ET
Accepted
Jan 8, 5:47 PM ET
Size
16.4 KB
Accession
0001144204-14-001279
Insider Transaction Report
Form 4
Budko Peter M
EVP & Chief Investment Officer
Transactions
- Other
Operating Partnership Units
2014-01-03+1,071,253→ 1,071,253 totalExercise: $0.00From: 2015-01-03→ Common Stock (1,071,253 underlying) - Other
Operating Partnership Units
2014-01-03+195,978→ 195,978 totalExercise: $0.00→ Common Stock (195,978 underlying) - Other
Common Stock
2014-01-03+757→ 385,511 total - Other
Series F Cumulative Redeemable Preferred Stock
2014-01-03+865→ 865 total
Holdings
- 13,100(indirect: See footnote)
Common Stock
Footnotes (9)
- [F1]Shares were acquired pursuant to a merger agreement (the "Merger Agreement") among American Realty Capital Properties, Inc. ("ARCP"), American Realty Capital Trust IV, Inc. ("ARCT IV"), American Realty Capital Properties Operating Partnership, L.P., ARCP's operating partnership (the "ARCP Operating Partnership"), American Realty Capital Operating Partnership IV, L.P. (the "ARCT IV Operating Partnership") and Thunder Acquisition LLC, a wholly owned subsidiary of ARCP ("Merger Sub"), pursuant to which ARCT IV merged with and into Merger Sub (the "Merger").
- [F2]On January 3, 2014, the effective time of the Merger, each outstanding share of common stock of ARCT IV held by American Realty Capital Trust IV Special Limited Partner, LLC (the "Special Limited Partner") was exchanged for (i) $9.00 in cash plus (ii) 0.5190 shares of ARCP's common stock, par value $0.01 per share, and (iii) 0.5937 shares of a series of ARCP preferred stock designated as Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock"). At the close of business on January 3, 2014, the effective date of the Merger, the closing price of ARCP's common stock was $12.91 per share. At the close of business on January 6, 2014, the first day of trading of the Series F Preferred Stock, the closing price of the Series F Preferred Stock was $21.30 per share.
- [F3]The Special Limited Partner is 100% owned by AR Capital, LLC ("ARC"), of which the reporting person is an equity holder. The shares of common stock, Series F Preferred Stock and OP Units held by the Special Limited Partner were distributed pro rata to the reporting person and are now owned directly.
- [F4]Pursuant to the terms of the Amended and Restated Agreement of Limited Partnership of the ARCT IV Operating Partnership (the "ARCT IV OP Agreement Agreement"), dated as of November 12, 2012, OP units were issued to American Realty Capital Trust IV Special Limited Partner, LLC (the "Special Limited Partner"), the holder of the special limited partner interest in the ARCT IV Operating Partnership (the "SLP Interest"). The SLP Interest entitled the Special Limited Partner to receive certain distributions from the ARCT IV Operating Partnership, including a subordinated distribution of net sales proceeds resulting from an "investment liquidity event" (as defined in the ARCT IV OP Agreement).
- [F5]The Merger constituted an "investment liquidity event" under the ARCT IV OP Agreement as a result of which the Special Limited Partner, in connection with management's successful attainment of the 6% performance hurdle and return to ARCT IV's stockholders in addition to their initial investment, was entitled to receive a subordinated distribution of net sales proceeds from the ARCT IV Operating Partnership in an amount equal to approximately $62.7 million (the "Subordinated Distribution Amount").
- [F6]OP Units are exchangeable for cash or, at the option of the ARCP Operating Partnership, shares of ARCP's common stock on a one-to-one basis. OP Units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance and have no expiration date.
- [F7]Pursuant to the ARCT IV OP Agreement, American Realty Capital Advisors IV, LLC (the "ARCT IV Advisor") was entitled to a "profits interest" in the form of Class B Units in the ARCT IV Operating Partnership in connection with its asset management services. The Class B Units were converted into OP Units prior to the Merger. Upon the consummation of the Merger, each ARCT IV OP Unit held by the ARCT IV Advisor was converted into 2.3961 ARCP OP Units.
- [F8]The ARCT IV Advisor is 100% owned by ARC, of which the reporting person is an equity holder. The OP Units held by the ARCT IV Advisor were distributed pro rata to the reporting person and are now owned directly.
- [F9]Shares held through ARC, of which the reporting person is an equity holder. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
Documents
Issuer
American Realty Capital Properties, Inc.
CIK 0001507385
Entity typeoperating
Related Parties
1- filerCIK 0001507385
Filing Metadata
- Form type
- 4
- Filed
- Jan 7, 7:00 PM ET
- Accepted
- Jan 8, 5:47 PM ET
- Size
- 16.4 KB