DEFM14A 1 v332603_defm14a.htm DEFM14A

  

  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )

 
Filed by the Registrant x   Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-12

American Realty Capital Trust III, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid

o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

 

 


 
 

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JOINT PROXY STATEMENT/PROSPECTUS

 
[GRAPHIC MISSING]     
  
[GRAPHIC MISSING]

To the Stockholders of American Realty Capital Properties, Inc. and the Stockholders of American Realty Capital Trust III, Inc.:

American Realty Capital Properties, Inc., which we refer to as ARCP, and American Realty Capital Trust III, Inc., which we refer to as ARCT III, have entered into an agreement and plan of merger dated as of December 14, 2012, as it may be amended from time to time, which we refer to as the merger agreement and which is attached as Annex A to this joint proxy statement/prospectus and incorporated herein by reference. Pursuant to the merger agreement, ARCT III will merge with and into a direct wholly owned subsidiary of ARCP, which we refer to as Merger Sub, at which time the separate existence of ARCT III will cease, and ARCP will be the parent company of Merger Sub and ARCT III’s subsidiaries. We refer to the foregoing transaction as the merger. In addition, pursuant to the merger agreement, American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of ARCT III, which we refer to as the ARCT III OP, will merge with and into ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of ARCP, which we refer to as the ARCP OP, with the ARCP OP being the surviving entity, which transaction we refer to as the partnership merger. Unless the context suggests otherwise, “mergers” refers to the merger of ARCT III and Merger Sub and the partnership merger. The obligations of ARCP and ARCT III to effect the mergers are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. If the merger is completed pursuant to the merger agreement, each ARCT III stockholder will receive, at the election of such stockholder, 0.95 of a share of common stock of ARCP or $12.00 in cash, but in no event will the cash consideration be paid with respect to more than 30% of the shares of ARCT III common stock issued and outstanding as of immediately prior to the consummation of the merger. In addition, in connection with the partnership merger, each outstanding unit of equity ownership of the ARCT III OP will be converted into the right to receive 0.95 of the same class of unit of equity ownership in the ARCP OP. The ARCP common stock is listed on the NASDAQ Capital Market, which we refer to as NASDAQ, under the symbol ARCP.

In connection with the proposed merger, ARCP and ARCT III will each hold a special meeting of their respective stockholders. At ARCP’s special meeting, ARCP stockholders will be asked to vote on (i) a proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement, and (ii) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. At ARCT III’s special meeting, ARCT III stockholders will be asked to vote on (i) a proposal to approve the merger and the other transactions contemplated by the merger agreement, and (ii) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement.

The record date for determining the stockholders entitled to receive notice of, and to vote at, the ARCP special meeting and the ARCT III special meeting is January 4, 2013. The merger cannot be completed unless (i) ARCP stockholders approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement by the affirmative vote of at least a majority of the votes cast on the proposal, provided that the total votes cast on the proposal represent at least a majority of the outstanding shares of ARCP common stock, and (ii) ARCT III stockholders approve the merger and the other transactions contemplated by the merger agreement by the affirmative vote of at least a majority of the outstanding shares of ARCT III common stock entitled to vote.

ARCP’s board of directors, which we refer to as the ARCP Board, has unanimously (with Nicholas S. Schorsch and Edward M. Weil, Jr. abstaining) (i) determined that the merger agreement and the merger, including the issuance of ARCP common stock in connection with the merger, are advisable and in the best interests of ARCP and its stockholders, (ii) approved the merger agreement, the merger and the other transactions contemplated thereby, and (iii) approved the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. The ARCP Board unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCP stockholders vote FOR the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement.

ARCT III’s board of directors, which we refer to as the ARCT III Board, has unanimously (with Messrs. Schorsch and Weil abstaining) (i) determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair to, and in the best interests of ARCT III and its stockholders, and (ii) approved the merger agreement, the merger and the other transactions contemplated thereby. The ARCT III Board unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCT III stockholders vote FOR the proposal to approve the merger and the other transactions contemplated by the merger agreement, and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement.

This joint proxy statement/prospectus contains important information about ARCP, ARCT III, the mergers, the merger agreement and the special meetings. This document is also a prospectus for the shares of ARCP common stock that will be issued to ARCT III stockholders pursuant to the merger agreement.

We encourage you to read this joint proxy statement/prospectus carefully before voting, including the section entitled “Risk Factors” beginning on page 22.

Your vote is important.  Whether or not you plan to attend ARCP’s special meeting or ARCT III’s special meeting, as applicable, please authorize a proxy to vote your shares as promptly as possible. To authorize a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or authorize your proxy by one of the other methods specified in this joint proxy statement/prospectus or the accompanying notices. Authorizing a proxy will ensure that your vote is counted at the applicable special meeting if you do not attend in person. If your shares of common stock are held in “street name” by your broker or other nominee, only your broker or other nominee can vote your shares and the vote cannot be cast unless you provide instructions to your broker or other nominee on how to vote or you obtain a legal proxy from your broker or other nominee. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares. You may revoke your proxy at any time before it is voted. Please review this joint proxy statement/prospectus for more complete information regarding the merger and ARCP’s special meeting and ARCT III’s special meeting, as applicable.

 
  
  
[GRAPHIC MISSING]
  [GRAPHIC MISSING]
Nicholas S. Schorsch
Chief Executive Officer and Chairman
American Realty Capital Properties, Inc.
  Edward M. Weil, Jr.
President, Chief Operating Officer, Treasurer and Secretary
American Realty Capital Trust III, Inc.

Neither the Securities and Exchange Commission, which we refer to as the SEC, nor any state securities regulatory authority has approved or disapproved of the merger or the securities to be issued under this joint proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated January 22, 2013 and is first being mailed to ARCP and ARCT III stockholders on or about January 22, 2013.


 
 

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American Realty Capital Properties, Inc.
405 Park Avenue, 15th Floor
New York, New York 10022
(212) 415-6500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 26, 2013

To the Stockholders of American Realty Capital Properties, Inc.:

A special meeting of the stockholders of American Realty Capital Properties, Inc., a Maryland corporation, which we refer to as ARCP, will be held at The Core Club, located at 66 East 55th Street, New York, New York 10022, on February 26, 2013, commencing at 9:00 am, local time, for the following purposes:

1. to consider and vote on a proposal to approve the issuance of shares of ARCP common stock to the stockholders of American Realty Capital Trust III, Inc., a Maryland corporation, which we refer to as ARCT III, pursuant to the Agreement and Plan of Merger, dated as of December 14, 2012, as it may be amended from time to time, which we refer to as the merger agreement, by and among ARCP, ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of ARCP, Tiger Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ARCP, ARCT III and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of ARCT III (a copy of the merger agreement is attached as Annex A to the joint proxy statement/prospectus accompanying this notice); and
2. to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement.

We will not transact any other business at the special meeting. ARCP’s board of directors has fixed the close of business on January 4, 2013 as the record date for determination of ARCP stockholders entitled to receive notice of, and to vote at, ARCP’s special meeting and any postponements or adjournments of the special meeting. Only holders of record of ARCP common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the ARCP special meeting.

Approval of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement requires the affirmative vote of at least a majority of the votes cast on the proposal, provided that the total votes cast on the proposal represent at least a majority of the outstanding shares of ARCP common stock. Approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement requires the affirmative vote of a majority of the votes cast on such proposal.

ARCP’s board of directors has unanimously (with Nicholas S. Schorsch and Edward M. Weil, Jr. abstaining) (i) determined that the merger agreement and the merger, including the issuance of ARCP


 
 

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common stock in connection with the merger, are advisable and in the best interests of ARCP and its stockholders; (ii) approved the merger agreement, the merger and the other transactions contemplated thereby; and (iii) approved the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. ARCP’s board of directors unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCP stockholders vote FOR the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the special meeting, please authorize a proxy to vote your shares as promptly as possible. To authorize a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll free telephone number listed on your proxy card or use the Internet as described in the instructions on the enclosed proxy card to authorize your proxy. Authorizing a proxy will assure that your vote is counted at the special meeting if you do not attend in person. If your shares of ARCP common stock are held in “street name” by your broker or other nominee, only your broker or other nominee can vote your shares of ARCP common stock and the vote cannot be cast unless you provide instructions to your broker or other nominee on how to vote or obtain a legal proxy from your broker or other nominee. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares of ARCP common stock. You may revoke your proxy at any time before it is voted. Please review the joint proxy statement/prospectus accompanying this notice for more complete information regarding the merger and ARCP’s special meeting.

By Order of the Board of Directors of
American Realty Capital Properties, Inc.

 
New York, New York
January 22, 2013
  [GRAPHIC MISSING]
Edward M. Weil, Jr.
Secretary


 
 

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[GRAPHIC MISSING]

American Realty Capital Trust III, Inc.
405 Park Avenue, 15th Floor
New York, New York 10022
(212) 415-6500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 26, 2013

To the Stockholders of American Realty Capital Trust III, Inc.:

A special meeting of the stockholders of American Realty Capital Trust III, Inc., a Maryland corporation, which we refer to as ARCT III, will be held at The Core Club, located at 66 East 55th Street, New York, New York 10022, on February 26, 2013, commencing at 11:00 am local time, for the following purposes;

1. to consider and vote on a proposal to approve the merger of ARCT III with and into Tiger Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of American Realty Capital Properties, Inc., a Maryland corporation, which we refer to as ARCP, pursuant to the Agreement and Plan of Merger, dated as of December 14, 2012, as it may be amended from time to time, which we refer to as the merger agreement, by and among ARCP, ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of ARCP, Tiger Acquisition, LLC, ARCT III and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of ARCT III (a copy of the merger agreement is attached as Annex A to the joint proxy statement/prospectus accompanying this notice), and the other transactions contemplated by the merger agreement; and
2. to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement.

We will not transact any other business at the special meeting. ARCT III’s board of directors has fixed the close of business on January 4, 2013 as the record date for determination of ARCT III stockholders entitled to receive notice of, and to vote at, ARCT III’s special meeting and any postponements or adjournments of the special meeting. Only holders of record of ARCT III common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the ARCT III special meeting.

Approval of the proposal to approve the merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of ARCT III common stock entitled to vote on such proposal. Approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement each requires the affirmative vote of a majority of the votes cast on such proposal.

ARCT III’s board of directors has unanimously (with Nicholas S. Schorsch and Edward M. Weil, Jr. abstaining) (i) determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair to, and in the best interests of ARCT III and its stockholders, and (ii) approved the merger agreement, the merger and the other transactions contemplated thereby. ARCT III’s board of directors unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCT III stockholders vote FOR the proposal to approve the merger and the other transactions contemplated by the merger agreement, and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement.


 
 

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YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the special meeting, please authorize a proxy to vote your shares as promptly as possible. To authorize a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll-free telephone number listed on your proxy card or use the Internet as described in the instructions on the enclosed proxy card to authorize your proxy. Authorizing a proxy will assure that your vote is counted at the special meeting if you do not attend in person. You may revoke your proxy at any time before it is voted. Please review the joint proxy statement/prospectus accompanying this notice for more complete information regarding the merger and ARCT III’s special meeting.

By Order of the Board of Directors of
American Realty Capital Trust III, Inc.

 
New York, New York
January 22, 2013
  [GRAPHIC MISSING]
Edward M. Weil, Jr.
Secretary


 
 

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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about ARCP from other documents filed with the SEC that are not included or delivered with this joint proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 158.

Documents incorporated by reference are also available to ARCP stockholders without charge upon written or oral request. You can obtain any of these documents by requesting them in writing or by telephone from ARCP at the following addresses and telephone numbers.

American Realty Capital Properties, Inc.
Attention: Corporate Secretary
405 Park Avenue, 15th Floor
New York, New York 10022
(212) 415-6500
www.americanrealtycapitalproperties.com

You can also contact Innisfree M&A Incorporated, ARCP and ARCT III’s proxy solicitor, at the following address and telephone numbers:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders Call Toll Free (877) 800-5187
Banks and Brokers Call Collect (212) 750-5833

To receive timely delivery of the requested documents in advance of the applicable special meeting, you should make your request no later than February 18, 2013.

ABOUT THIS DOCUMENT

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by ARCP with the SEC, constitutes a prospectus of ARCP for purposes of the Securities Act of 1933, as amended, with respect to the shares of ARCP common stock to be issued to ARCT III stockholders in exchange for shares of ARCT III common stock pursuant to the merger agreement. This joint proxy statement/prospectus also constitutes a proxy statement for each of ARCP and ARCT III for purposes of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. In addition, it constitutes a notice of meeting with respect to the special meeting of ARCP stockholders and a notice of meeting with respect to the special meeting of ARCT III stockholders.

You should rely only on the information contained or incorporated by reference into this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated January 22, 2013. You should not assume that the information contained in this document is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this document is accurate as of any date other than the date of such incorporated document. Neither our mailing of this document to ARCP stockholders or ARCT III stockholders nor the issuance by ARCP of shares of its common stock to ARCT III stockholders pursuant to the merger agreement will create any implication to the contrary.

We use certain defined terms throughout this prospectus that have the following meanings:

We use the term “net lease” throughout this prospectus. Under a net lease, the tenant occupying the leased property (usually as a single tenant) does so in much the same manner as if the tenant were the owner of the property. There are various forms of net leases, most typically classified as “triple net” or “double net.” Triple net leases typically require the tenant to pay all costs associated with a property, including real estate taxes, insurance, utilities and routine maintenance in addition to the base rent. Double net leases typically require the tenant to pay all the costs as triple net leases, but hold the landlord responsible for capital expenditures, including the repair or replacement of specific structural and/or bearing components of a property, such as the roof or structure of the building.


 
 

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Accordingly, the owner receives the rent “net” of these expenses, rendering the cash flow associated with the lease predictable for the term of the lease. Under a net lease, the tenant generally agrees to lease the property for a significant term and agrees that it will have either no ability or only limited ability to terminate the lease or abate rent prior to the expiration of the term of the lease as a result of real estate driven events such as casualty, condemnation or failure by the landlord to fulfill its obligations under the lease. Substantially all of the leases of ARCP’s and ARCT III’s properties are net leases.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding ARCP has been provided by ARCP and information contained in this joint proxy statement/prospectus regarding ARCT III has been provided by ARCT III.


 
 

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  Page
QUESTIONS AND ANSWERS     iv  
SUMMARY     1  
The Companies     1  
The Merger, the Partnership Merger and the Merger Agreement     2  
Election Procedures     3  
Side Letters     3  
Recommendation of the ARCP Board     5  
Recommendation of the ARCT III Board     5  
Summary of Risk Factors Related to the Merger     5  
Stockholders Entitled to Vote; Vote Required     6  
Opinion of ARCP’s Financial Advisor     7  
Opinion of ARCT III’s Financial Advisor     7  
Treatment of ARCT III Stock Options and Restricted Stock     8  
Directors and Management of ARCP After the Merger     8  
Share Ownership of Directors and Executive Officers of ARCP     8  
Share Ownership of Directors and Executive Officers of ARCT III     9  
Interests of ARCP’s Directors and Executive Officers in the Merger     9  
Interests of ARCT III’s Directors and Executive Officers in the Merger     9  
Interest of the ARCT III Advisor in the Merger     10  
Potential Conflicts     11  
Listing of Shares of ARCP Common Stock     12  
No Stockholder Appraisal Rights in the Merger     12  
Conditions to Completion of the Merger     12  
Regulatory Approvals Required for the Merger     13  
No Solicitation and Change in Recommendation     13  
Termination of the Merger Agreement     13  
Expenses     14  
Material U.S. Federal Income Tax Consequences of the Merger     14  
Accounting Treatment of the Merger     14  
Comparison of Rights of ARCP Stockholders and ARCT III Stockholders     15  
Recent Developments     15  
Selected Historical Financial Information of ARCP     15  
Selected Historical Financial Information of ARCT III     18  
Selected Unaudited Pro Forma Consolidated Financial Information     19  
Unaudited Comparative Per Share Information     19  
Comparative ARCP and ARCT III Market Price and Dividend Information     20  
RISK FACTORS     22  
Risk Factors Relating to the Merger     22  
Risk Factors Relating to ARCP Following the Merger     27  
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS     32  
THE COMPANIES     34  
American Realty Capital Properties, Inc. and Tiger Acquisition, LLC     34  
American Realty Capital Trust III, Inc.     34  
The Combined Company     35  
Property Portfolio Information     36  
DESCRIPTION OF ARCP SHARES     46  
General     46  

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  Page
Common Stock     46  
Power to Reclassify Shares of ARCP’s Stock     46  
Power to Increase Authorized Stock and Issue Additional Shares of ARCP’s Common Stock and Preferred Stock     47  
Restrictions on Transfer and Ownership of Stock     47  
Transfer Agent and Registrar     50  
Listing     50  
THE ARCP SPECIAL MEETING     51  
Date, Time, Place and Purpose of ARCP’s Special Meeting     51  
Recommendation of the ARCP Board     51  
Record Date; Who Can Vote at ARCP’s Special Meeting     51  
Vote Required for Approval; Quorum     51  
Abstentions and Broker Non-Votes     52  
Manner of Authorizing Proxy     52  
Shares Held in “Street Name”     52  
Revocation of Proxies or Voting Instructions     53  
Tabulation of the Votes     53  
Solicitation of Proxies     53  
PROPOSALS SUBMITTED TO ARCP STOCKHOLDERS     54  
Share Issuance Proposal     54  
ARCP Adjournment Proposal     54  
THE ARCT III SPECIAL MEETING     56  
Date, Time, Place and Purpose of ARCT III’s Special Meeting     56  
Recommendation of the ARCT III Board     56  
Record Date; Who Can Vote at ARCT III’s Special Meeting     56  
Vote Required for Approval; Quorum     56  
Abstentions     56  
Manner of Authorizing Proxy     57  
Revocation of Proxies or Voting Instructions     57  
Solicitation of Proxies     58  
PROPOSALS SUBMITTED TO ARCT III STOCKHOLDERS     59  
Merger Proposal     59  
ARCT III Adjournment Proposal     59  
THE MERGER     61  
General     61  
Background of the Merger     61  
Recommendation of the ARCP Board and Its Reasons for the Merger     67  
Recommendation of the ARCT III Board and Its Reasons for the Merger     71  
Opinion of ARCP’s Financial Advisor     75  
Certain Prospective Financial Information Reviewed by ARCP     82  
Opinion of ARCT III’s Financial Advisor     84  
Certain Prospective Financial Information Reviewed by ARCT III     90  
Interests of ARCP’s Directors and Executive Officers in the Merger     91  
Interests of ARCT III’s Directors and Executive Officers in the Merger     92  
Interest of the ARCT III Advisor in the Merger     95  
Potential Conflicts     96  
Security Ownership of ARCT III’s Directors and Executive Officers and Current Beneficial Owners     97  

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  Page
Regulatory Approvals Required for the Merger     98  
Accounting Treatment     99  
Listing of ARCP Common Stock     99  
Deregistration of ARCT III Common Stock     99  
Restrictions on Sales of Shares of ARCP Common Stock Received in the Merger     99  
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES     100  
Material U.S. Federal Income Tax Consequences of the Merger     101  
Material U.S. Federal Income Tax Consequences of Owning and Disposing of ARCP Common Stock     104  
THE MERGER AGREEMENT     121  
Form, Effective Time and Consummation of the Merger and the Partnership Merger     121  
Consideration to Be Received in the Merger     122  
Representations and Warranties     124  
Definition of “Material Adverse Effect”     126  
Conditions to Completion of the Mergers     126  
Covenants and Agreements     128  
Termination of the Merger Agreement     138  
Miscellaneous Provisions     141  
SIDE LETTERS     142  
NO APPRAISAL RIGHTS     143  
COMPARISON OF RIGHTS OF ARCP STOCKHOLDERS AND ARCT III STOCKHOLDERS     144  
General     144  
Certain Differences Between the Rights of ARCP Stockholders and ARCT III Stockholders     144  
STOCKHOLDER PROPOSALS     158  
ARCP 2013 Annual Stockholder Meeting and Stockholder Proposals     158  
ARCT III 2013 Annual Stockholder Meeting and Stockholder Proposals     158  
LEGAL MATTERS     158  
EXPERTS     158  
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE     158  
INDEX OF UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION     F-1  
Annex A — Agreement and Plan of Merger
        
Annex B — ARCP Side Letter
        
Annex C — ARCT III Side Letter
        
Annex D — Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated
        
Annex E — Opinion of UBS Securities LLC
        
Appendix I — Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of ARCP
        
Appendix II — Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of ARCT III
        

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QUESTIONS AND ANSWERS

The following are some questions that ARCP stockholders and ARCT III stockholders may have regarding the proposals being considered at ARCP’s special meeting and ARCT III’s special meeting and brief answers to those questions. ARCP and ARCT III urge you to read carefully this entire joint proxy statement/prospectus, including the Annexes, and the other documents to which this joint proxy statement/prospectus refers or incorporates by reference because the information in this section does not provide all the information that might be important to you. Unless stated otherwise, all references in this joint proxy statement/prospectus to ARCP are to American Realty Capital Properties, Inc., a Maryland corporation; all references to ARCT III are to American Realty Capital Trust III, Inc., a Maryland corporation; all references to Merger Sub or the surviving company are to Tiger Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ARCP; all references to the merger agreement are to the Agreement and Plan of Merger, dated as of December 14, 2012, by and among ARCP, Merger Sub, ARCT III, ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of ARCP (which is referred to as the ARCP OP), and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of ARCT III (which is referred to as the ARCT III OP), as it may be amended from time to time, a copy of which is attached as Annex A to this joint proxy statement/prospectus and is incorporated herein by reference; and all references to the merger are to the merger of ARCT III with and into Merger Sub pursuant to the terms of the merger agreement. Pursuant to the merger agreement, the ARCT III OP will merge with and into the ARCP OP, with the ARCP OP being the surviving entity. The foregoing is referred to as the partnership merger. Unless context suggests otherwise, “mergers” refers to the merger of ARCT III and Merger Sub and the partnership merger.

Q: What is the proposed transaction?
A: ARCP and ARCT III have entered into a merger agreement pursuant to which ARCT III will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct wholly owned subsidiary of ARCP. In addition, pursuant to the merger agreement, the ARCT III OP will merge with and into the ARCP OP, with the ARCP OP being the surviving entity. At the effective time of the merger, each issued and outstanding share of ARCT III common stock will be converted into the right to receive, at the election of the holder of such share of ARCT III common stock, 0.95 of a share of common stock of ARCP or $12.00 in cash, but in no event will the cash consideration be paid with respect to more than 30% of the shares of ARCT III common stock issued and outstanding as of immediately prior to the consummation of the merger, as described under “The Merger Agreement —  Consideration to be Received in the Merger — Merger Consideration” beginning on page 122. ARCT III, as the sole general partner of the ARCT III OP, and ARCP, as the sole general partner of the ARCP OP, have each approved the merger agreement, the partnership merger and the other transactions contemplated by the merger agreement and declared that the merger agreement, the partnership merger and the other transactions contemplated by the merger agreement are advisable. Stockholders of ARCT III and ARCP are not being asked to separately vote on the partnership merger.
Q: How will ARCP fund the cash portion of the merger consideration?
A: ARCP intends to pay for cash elections by ARCT III stockholders using a combination of the following resources:
ARCT III’s and ARCP’s available cash on hand; and
$1.2 billion of financing, consisting of a $1.0 billion credit facility (under which ARCT III has obtained a commitment for $650.0 million, and which contains an “accordion” feature to allow ARCT III, under certain circumstances, to increase the commitments thereunder by $350.0 million), borrowings under which will be subject to borrowings base availability, and a $200.0 million bridge facility (of which $200.0 million is committed but subject to reduction to the extent the committing lender provides a commitment under the credit facility described above).

These commitments are subject to customary conditions for these types of financings, including, but not limited to (1) the completion of due diligence review of the assets, liabilities and properties of ARCP and the ARCT III OP and their respective subsidiaries, (2) the negotiation and execution of

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definitive loan documentation, (3) the absence of any change, occurrence or development that has had, or could reasonably be expected to result in (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties or liabilities of ARCP and the ARCT III OP and their respective subsidiaries, or (b) a material impairment of the rights and remedies of the respective credit facility lenders and agents under the definitive documentation for such credit facilities, (4) the absence of any material adverse change or material disruption in the loan syndication, financial, banking or capital markets that has impaired or could reasonably be expected to impair the syndication of the credit facilities, (5) the negotiation, execution and delivery of definitive documentation concerning intercreditor arrangements among the respective credit facility lenders and agents, and (6) repayment of ARCT III’s existing senior secured credit facility.

Q: What fees will the ARCT III Advisor receive in connection with the merger?
A: American Realty Capital Advisors III, LLC, which we refer to as the ARCT III Advisor, is a Delaware limited liability company wholly owned by AR Capital, LLC, a Delaware limited liability company, which we refer to as ARC, and serves as the advisor for ARCT III. Pursuant to the terms of the Second Amended and Restated Advisory Agreement, dated as of November 13, 2012, by and among ARCT III, the ARCT III Advisor and the ARCT III OP, which is referred to as the ARCT III Advisory Agreement, the ARCT III Advisor will be entitled to subordinated distributions of net sales proceeds from the ARCT III OP in an amount estimated to be equal to approximately $59.0 million, assuming an implied price of ARCT III common stock of $12.26 per share in the merger (which assumes that 70% of the merger consideration is ARCP common stock based on a per share price of $12.90 and 30% of the merger consideration is cash). Such subordinated distributions of net sales proceeds, which will be payable in the form of units of equity ownership of the ARCT III OP, which we refer to as ARCT III OP Units, that will automatically convert into units of equity ownership of the ARCP OP, which we refer to as ARCP OP Units, will be payable upon consummation of the partnership merger in accordance with the merger agreement. The parties have agreed that such ARCP OP Units will be subject to a minimum one-year holding period before being exchangeable into ARCP common stock. Pursuant to the ARCT III side letter (as defined below), the ARCT III Advisor has agreed to waive any disposition fees otherwise payable to the ARCT III Advisor under the ARCT III Advisory Agreement. Such disposition fees could have been as much as $48.0 million (assuming the maximum fee of 2.0% of the sales price of the properties permitted under ARCT III’s charter and provided for in the ARCT III Advisory Agreement was payable).
Q: Why are ARCP and ARCT III proposing the merger?
A: Among other reasons, the board of directors of ARCP, which we refer to as the ARCP Board, believes that the merger will enhance the credit quality of ARCP’s real estate portfolio, immediately increase ARCP’s funds from operations and further diversify ARCP’s real estate portfolio. Similarly, the board of directors of ARCT III, which we refer to as the ARCT III Board, believes that the merger will provide a premium over the current implied value of ARCT III’s common stock and permit ARCT III’s stockholders to benefit from a combined company of increased size and scale, with access to multiple forms of capital and a potential investment grade balance sheet, as well as a more diversified portfolio by geography, industry and tenant. The combined company will have a unique strategy that combines ARCP’s focus on entering into (or assuming) medium-term lease arrangements and ARCT III’s focus on entering into (or assuming) long-term lease arrangements. We are not aware of any other net lease company that acquires both medium-term and long-term leases. The combined portfolio will consist of well-diversified net lease properties with high credit quality tenants, long weighted average lease terms and growth potential. The combined company is expected to be the fifth largest listed net lease REIT, and will have significant capacity for growth through acquisitions, internal rent growth and re-leasing, as well as access to public capital markets to support further growth. Historically, larger REITs tend to trade at better multiples. Additionally, the combined company is expected to have a more efficient cost structure through the elimination of acquisition fees and financing fees, as well as reduced management fees. The combined company will be managed by an experienced management team that has assembled and managed the portfolios of both ARCP and ARCT III. To review the reasons of the boards of directors of ARCP and ARCT III for the merger in greater detail, see “The Merger — Recommendation of the ARCP Board and Its Reasons for the Merger” beginning on page 67 and “The Merger — Recommendation of the ARCT III Board and Its Reasons for the Merger” beginning on page 71.

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Q: Why are the operating partnerships of ARCT III and ARCP merging?
A: Both ARCP and ARCT III operate as Umbrella Partnership REITs, or UPREITs, which is a structure whereby a REIT owns a direct interest in a single operating partnership, and such operating partnership, in turn, owns the properties and may possibly own interests in other non-corporate entities that own properties. The ARCT III OP and the ARCP OP are operating partnerships of ARCT III and ARCP, respectively. ARCT III is the sole general partner of the ARCT III OP and owns the majority of the limited partner interests in the ARCT III OP, and ARCP is the sole general partner of the ARCP OP and owns the majority of the limited partner interests in the ARCP OP. ARCP is required to conduct all of its activities through the ARCP OP by the limited partnership agreement of the ARCP OP and the partnership merger satisfies this requirement. Furthermore, the merger simplifies and rationalizes the corporate structure of ARCP to be consistent with its intended operation as an UPREIT with substantially all of its activities conducted through a single operating partnership.
Q: Why am I receiving this joint proxy statement/prospectus?
A: The ARCP Board and the ARCT III Board are using this joint proxy statement/prospectus to solicit proxies of ARCP and ARCT III stockholders in connection with the merger agreement and the merger. In addition, ARCP is using this joint proxy statement/prospectus as a prospectus for ARCT III stockholders because ARCP is offering shares of its common stock to be issued in exchange for shares of ARCT III common stock in the merger.

In order to complete the merger, ARCP stockholders must vote to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement, and ARCT III stockholders must vote to approve the merger and the other transactions contemplated by the merger agreement.

ARCP and ARCT III will hold separate special meetings of their respective stockholders to obtain these approvals. This joint proxy statement/prospectus contains important information about the merger and the special meetings of the stockholders of ARCP and ARCT III, and you should read it carefully. The enclosed voting materials allow you to vote your shares of ARCP common stock and/or ARCT III common stock, as applicable, without attending the applicable special meeting.

We encourage you to authorize your proxy as promptly as possible.

Q: Will ARCT III stockholders who receive common stock in the merger, who participated in ARCT III’s distribution reinvestment plan immediately prior to its suspension be able to continue to participate in such a plan?
A: ARCT III has suspended its distribution reinvestment plan because of the merger. ARCP intends to implement a distribution reinvestment plan on or prior to the consummation of the merger. Each ARCT III stockholder electing to receive common stock in the merger who was a participant in ARCT III’s distribution reinvestment plan immediately prior to its suspension and who desires to take part in such distribution reinvestment plan of the surviving entity in the merger will automatically be enrolled in such plan upon its establishment. Each ARCT III stockholder electing to receive common stock in the merger who was a participant in ARCT III’s distribution reinvestment plan but who does not desire to take part in such distribution reinvestment plan of the surviving entity in the merger should contact ARCP’s investor relations department by calling (212) 415-6500. Each ARCT III stockholder electing to receive common stock in the merger who desires to take part in ARCP’s distribution reinvestment plan but is not a participant in ARCT III’s distribution reinvestment plan should follow the regular procedures applicable to participation in ARCP’s anticipated dividend reinvestment plan upon its establishment in order to enroll. Such stockholders should contact ARCP’s investor relations department by calling (212) 415-6500.
Q. If an ARCT III stockholder elects to receive common stock of ARCP, what will be the ongoing rate of return on his or her original investment?
A: Each ARCT III stockholder currently receives $0.66 of annual distributions per share, representing an annual rate of return of 6.60% on invested capital of $10.00 per share. Following the merger, ARCT III stockholders who elected to receive ARCP common stock in the merger will be entitled to receive ongoing distributions paid by ARCP to stockholders of ARCP. Based on ARCP’s current annualized

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distribution rate of $0.895 per share, each such ARCT III stockholder will receive $0.8502 in distributions on each 0.95 of a share of ARCP common stock received in exchange for each share of ARCT III common stock they own. ARCP’s annualized distribution rate is anticipated to increase to $0.90 per share in the first fiscal quarter of 2013. Based on such annualized distribution rate, each ARCT III stockholder will receive $0.86 in distributions on each 0.95 of a share of ARCP common stock received in exchange for each share of ARCT III common stock they own. This represents an annual rate of return of 8.60% on invested capital of $10.00 per share.

   
  Current   After the merger
     Invested Capital of $10.00   Invested Capital of $10.00
Rate of Return on Invested Capital     6.60 %      8.60 % 

Future distributions by ARCP are not guaranteed, and there can be no assurance of any future returns that ARCT III stockholders might receive as stockholders of ARCP.

Q: If I am an ARCT III stockholder, what are the procedures for making the election between shares of ARCP common stock and cash?
A: A form of election, which will permit ARCT III stockholders to make an election between cash consideration and stock consideration, will be mailed to each holder of ARCT III common stock as of January 4, 2013 as well as stockholders who purchase shares of ARCT III common stock subsequent to such date and prior to the election deadline described below. Such form of election will allow each ARCT III stockholder to elect the number of shares of ARCT III common stock in respect of which each ARCT III stockholder elects to receive ARCP common stock and the number of shares of ARCT III common stock in respect of which each ARCT III stockholder elects to receive cash, subject to proration adjustment in accordance with the merger agreement. In order to make a proper election, each ARCT III stockholder must complete the form of election and return it to the exchange agent by the specified date and time deadline, which we refer to as the election deadline.
Q: What if I want to change my election to receive common stock or cash?
A: If you are a ARCT III stockholder and you vote for the merger, you may change your election to receive either shares of ARCP common stock or cash in the merger by delivering a written notice to the exchange agent at Broadridge Financial Solutions, Attn: Re-Organization Dept., 1981 Marcus Ave., Suite 100, Lake Success, NY 11042-1046, if by hand or overnight courier, or Broadridge Financial Solutions, Attn: Re-Organization Dept., P.O. Box 1342, Brentwood, NY 11717, if by mail, prior to the election deadline, accompanied by a revised form of election.
Q: What happens if I do not make a valid election in accordance with the election form?
A: If you do not return a properly completed and signed election form by the election deadline set forth in the election form, your shares of ARCT III common stock will be considered “non-electing shares” and will be converted into the right to receive the stock consideration in accordance with the procedures specified in the merger agreement.
Q: When and where is the special meeting of ARCP stockholders?
A: ARCP’s special meeting will be held at The Core Club, located at 66 East 55th Street, New York, New York 10022, on February 26, 2013, commencing at 9:00 am, local time.
Q: When and where is the special meeting of ARCT III stockholders?
A: ARCT III’s special meeting will be held at The Core Club, located at 66 East 55th Street, New York, New York 10022, on February 26, 2013, commencing at 11:00 am, local time.
Q: Who can vote at the special meetings?
A: All ARCP stockholders of record as of the close of business on January 4, 2013, the record date for determining stockholders entitled to notice of and to vote at ARCP’s special meeting, are entitled to receive notice of and to vote at ARCP’s special meeting. As of the record date, there were 11,157,643

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shares of ARCP common stock outstanding and entitled to vote at the ARCP special meeting, held by approximately 132 holders of record. Each share of ARCP common stock is entitled to one vote on each proposal presented at ARCP’s special meeting.

All ARCT III stockholders of record as of the close of business on January 4, 2013, the record date for determining stockholders entitled to notice of and to vote at ARCT III’s special meeting, are entitled to receive notice of and to vote at ARCT III’s special meeting except for those not entitled to vote on the merger pursuant to ARCT III’s charter. ARCT III’s charter provides that, with respect to shares of ARCT III common stock owned by the ARCT III Advisor, any director of ARCT III or any of their respective affiliates, neither the ARCT III Advisor, the directors of ARCT III nor their affiliates may vote on matters submitted to the ARCT III stockholders regarding any transaction between ARCT III and any of them. As of the record date, there were 177,345,419 shares of ARCT III common stock outstanding and entitled to vote at the ARCT III special meeting, held by approximately 38,021 holders of record. Each share of ARCT III common stock is entitled to one vote on each proposal presented at ARCT III’s special meeting.

Q: What constitutes a quorum?
A: ARCP’s bylaws provide that the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum.

ARCT III’s charter and bylaws provide that the presence in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast constitutes a quorum at a meeting of its stockholders.

Shares that are voted and shares abstaining from voting are treated as being present at each of the ARCP special meeting and the ARCT III special meeting, as applicable, for purposes of determining whether a quorum is present.

Q: What vote is required to approve the proposals at ARCP’s special meeting and ARCT III’s special meeting?
A: Approval of the proposal of ARCP to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement requires the affirmative vote of at least a majority of the votes cast on such proposal, provided that the total votes cast on the proposal represent at least a majority of the outstanding shares of ARCP common stock entitled to vote on such proposal. Approval of the proposal of ARCP to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock pursuant to the merger agreement requires the affirmative vote of a majority of the votes cast on such proposal.

Approval of the proposal of ARCT III to approve the merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of ARCT III common stock entitled to vote on such proposal. Approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement requires the affirmative vote of a majority of the votes cast on such proposal.

Your vote is important. We encourage you to authorize your proxy as promptly as possible.

Q: If my shares of ARCP common stock are held in “street name” by my broker or other nominee, will my broker or other nominee vote my shares of ARCP common stock for me? What happens if I do not vote for a proposal?
A: Unless you instruct your broker or other nominee how to vote your shares of ARCP common stock held in street name, your shares will NOT be voted. This is referred to as a “broker non-vote.” If you hold your shares in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in street name), you must provide your broker or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your broker or other nominee on the enclosed voting instruction card. You should also be aware that you may not vote shares of ARCP common stock held in street name by returning a proxy card directly to ARCP or by voting in person at ARCP’s special meetings unless you provide a “legal proxy,” which you must obtain from your broker or other nominee.

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If you are an ARCP stockholder, abstentions will be counted in determining the presence of a quorum, but broker non-votes will not be counted in determining the presence of a quorum. Abstentions will have no effect on the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement or the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. Broker non-votes will also have no effect on such proposal as long as a quorum is present at the meeting.

Q: What are the anticipated U.S. federal income tax consequences to me of the proposed merger?
A: It is expected that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code, and the completion of the merger is conditioned on the receipt by each of ARCT III and ARCP of an opinion from its outside counsel to the effect that the merger will qualify as a reorganization. If the merger qualifies as a reorganization, ARCT III stockholders generally will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of solely ARCP common stock in exchange for ARCT III common stock in connection with the merger, except with respect to cash received in lieu of fractional shares of ARCP common stock. ARCT III stockholders should generally recognize gain or loss if they exchange their shares of ARCT III common stock solely for cash in the merger. Generally, ARCT III stockholders will recognize gain, but not loss, if they exchange their shares of ARCT III common stock for a combination of ARCP common stock and cash, but their taxable gain in that case will not exceed the cash they receive in the merger. ARCT III stockholders should read the discussion under the heading “Material U.S. Federal Income Tax Consequences” beginning on page 100 of this joint proxy statement/prospectus and consult their tax advisors as to the U.S. federal income tax consequences of the merger, as well as the effects of state, local and non-U.S. tax laws.
Q: Where will my shares of ARCP common stock be publicly traded?
A: Shares of ARCP’s common stock are currently traded on The NASDAQ Capital Market, or NASDAQ, under the symbol “ARCP.” ARCP will apply to have the new shares of ARCP common stock also listed on the NASDAQ upon the consummation of the merger. We anticipate that upon the consummation of the merger, the shares of ARCP common stock issued in the merger will trade on the NASDAQ under the symbol “ARCP.”
Q: Are ARCT III stockholders entitled to appraisal rights?
A: No. ARCT III stockholders are not entitled to exercise the right of objecting stockholders under the Maryland General Corporation Law, which we refer to as the MGCL, to receive fair value of their shares because, as permitted by the MGCL, ARCT III’s charter provides that stockholders shall not be entitled to exercise any appraisal rights unless the ARCT III Board, upon the affirmative vote of a majority of the board, shall determine that such rights apply. The ARCT III Board has made no such determination.
Q: How does the ARCP Board recommend that ARCP stockholders vote?
A: The ARCP Board has unanimously (with Nicholas S. Schorsch and Edward M. Weil, Jr. abstaining) (i) determined that the merger agreement and the merger, including the issuance of ARCP common stock in connection with the merger, are advisable and in the best interests of ARCP and its stockholders; (ii) approved the merger agreement, the merger and the other transactions contemplated thereby; and (iii) approved the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. Nicholas S. Schorsch, the chief executive officer and chairman of ARCT III and ARCP, and Edward M. Weil, Jr., a director and officer of ARCT III and ARCP, each abstained from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The ARCP Board unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCP stockholders vote FOR the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the

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proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. For a more complete description of the recommendation of ARCP Board, see “The Merger — Recommendation of the ARCP Board and Its Reasons for the Merger” beginning on page 67.

Q: How does the ARCT III Board recommend that ARCT III stockholders vote?
A: The ARCT III Board has unanimously (with Messrs. Schorsch and Weil abstaining) (i) determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair to, and in the best interests of ARCT III and its stockholders, and (ii) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. Nicholas S. Schorsch, the chief executive officer and chairman of ARCT III and ARCP, and Edward M. Weil, Jr., a director and officer of ARCT III and ARCP, each abstained from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The ARCT III Board unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCT III stockholders vote FOR the proposal to approve the merger and the other transactions contemplated by the merger agreement, and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement. For a more complete description of the recommendation of the ARCT III Board, see “The Merger — Recommendation of the ARCT III Board and Its Reasons for the Merger” beginning on page 71.

Q: Do any of ARCT III’s executive officers or directors have interests in the merger that may differ from those of ARCT III stockholders?
A: Some of ARCT III’s directors and its executive officers have interests in the merger that are different from, or in addition to, their interests as ARCT III stockholders. The independent members of the ARCT III Board (the ARCT III Board excluding Messrs. Schorsch and Weil), which we refer to as the ARCT III independent directors, were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that ARCT III stockholders vote FOR the proposal to approve the merger and the other transactions contemplated by the merger agreement. For a description of these interests, refer to the section entitled “The Merger — Interests of ARCT III’s Directors and Executive Officers in the Merger” beginning on page 91.
Q: How will ARCP stockholders be affected by the merger and share issuance?
A: After the consummation of the merger, each ARCP stockholder will continue to own the shares of ARCP common stock that the stockholder held immediately prior to the merger. As a result of the merger, each ARCP stockholder will own shares in a significantly larger company with more assets. However, because ARCP will be issuing new shares of ARCP common stock to ARCT III stockholders in the merger, each outstanding share of ARCP common stock immediately prior to the merger will represent a significantly smaller percentage of the aggregate number of shares of ARCP common stock outstanding after the consummation of the merger.
Q: What do I need to do now?
A: After you have carefully read this joint proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card and returning it in the enclosed preaddressed postage-paid envelope or, if available, by authorizing your proxy by one of the other methods specified in your proxy card or voting instruction card as promptly as possible so that your shares of ARCP common stock or ARCT III common stock will be represented and voted at ARCP’s special meeting or ARCT III’s special meeting, as applicable.

Please refer to your proxy card or voting instruction card forwarded by your broker or other nominee to see which voting options are available to you.

The method by which you authorize a proxy will in no way limit your right to vote at ARCP’s special meeting or ARCT III’s special meeting if you later decide to attend the meeting in person. However, if

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your shares of ARCP common stock or ARCT III common stock are held in the name of a broker or other nominee, you must obtain a legal proxy, executed in your favor, from your broker or other nominee, to be able to vote in person at ARCP’s special meeting or ARCT III’s special meeting.

Q: How will my proxy be voted?
A: All shares of ARCP common stock entitled to vote and represented by properly completed proxies received prior to ARCP’s special meeting, and not revoked, will be voted at ARCP’s special meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares of ARCP common stock should be voted on a matter, the shares of ARCP common stock represented by your proxy will be voted as the ARCP Board (with Messrs. Schorsch and Weil abstaining) recommends and therefore FOR the approval of the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. If you do not provide voting instructions to your broker or other nominee, your shares of ARCP common stock will NOT be voted at the meeting and will be considered broker non-votes.

All shares of ARCT III common stock entitled to vote and represented by properly completed proxies received prior to ARCT III’s special meeting, and not revoked, will be voted at ARCT III’s special meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares of ARCT III common stock should be voted on a matter, the shares of ARCT III common stock represented by your proxy will be voted as the ARCT III Board recommends and therefore FOR the proposal to approve the merger and the other transactions contemplated by the merger agreement, and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement. If you do not provide voting instructions to your broker or other nominee, your shares of ARCT III common stock will NOT be voted at the meeting and will be considered broker non-votes.

Q: Can I revoke my proxy or change my vote after I have delivered my proxy?
A: Yes. You may revoke your proxy or change your vote at any time before your proxy is voted at ARCP’s special meeting or ARCT III’s special meeting, as applicable. If you are a holder of record, you can do this in any of the three following ways:
by sending a written notice to the Secretary of ARCP or the Secretary of ARCT III, as applicable, at the address set forth below, in time to be received before ARCP’s special meeting or ARCT III’s special meeting, as applicable, stating that you would like to revoke your proxy;
by completing, signing and dating another proxy card and returning it by mail in time to be received before ARCP’s special meeting or ARCT III’s special meeting, as applicable, or by authorizing a later dated proxy by the Internet or telephone in which case your later-authorized proxy will be recorded and your earlier proxy revoked; or
by attending the ARCP special meeting or the ARCT III special meeting, as applicable, and voting in person. Simply attending ARCP’s special meeting or ARCT III’s special meeting without voting will not revoke your proxy or change your vote.

If your shares of ARCP common stock or ARCT III common stock are held in an account at a broker or other nominee and you desire to change your vote or vote in person, you should contact your broker or other nominee for instructions on how to do so.

Q: What should I do if I receive more than one set of voting materials for ARCP’s special meeting or ARCT III’s special meeting?
A: You may receive more than one set of voting materials for ARCP’s special meeting or ARCT III’s special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of ARCP common stock or ARCT III common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of ARCP common stock or ARCT III common

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stock. If you are a holder of record and your shares of ARCP common stock or ARCT III common stock are registered in more than one name, you may receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or, if available, please authorize your proxy by telephone or over the Internet.
Q: What happens if I am a stockholder of both ARCP and ARCT III?
A: You will receive separate proxy cards for each company and must complete, sign and date each proxy card and return each proxy card in the appropriate preaddressed postage-paid envelope or, if available, by authorizing a proxy by one of the other methods specified in your proxy card or voting instruction card for each company.
Q: Who can answer my questions?
A: If you have any questions about the merger or how to authorize your proxy or need additional copies of this joint proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact:

 
If you are an ARCP stockholder:
American Realty Capital Properties, Inc.
Attention: Corporate Secretary
405 Park Avenue, 15th Floor
New York, New York 10022
(212) 415-6500
www.americanrealtycapitalproperties.com
  If you are an ARCT III stockholder:
American Realty Capital Trust III, Inc.
Attention: Corporate Secretary
405 Park Avenue, 15th Floor
New York, New York 10022
(212) 415-6500
www.arct-3.com
 
or
 
ARC Advisory Services, LLC
405 Park Avenue, 15th Floor
New York, New York 10022
(212) 415-6500

You can also contact the proxy solicitor hired by each of ARCP and ARCT III:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders Call Toll Free (877) 800-5187
Banks and Brokers Call Collect (212) 750-5833

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SUMMARY

The following summary highlights some of the information contained in this joint proxy statement/prospectus. This summary may not contain all of the information that is important to you. For a more complete description of the merger agreement, the merger and the other transactions contemplated thereby, ARCP and ARCT III encourage you to read carefully this entire joint proxy statement/prospectus, including the attached Annexes. In addition, ARCP and ARCT III encourage you to read the information incorporated by reference into this joint proxy statement/prospectus, which includes important business and financial information about ARCP and ARCT III that has been filed with the Securities and Exchange Commission, which we refer to as the SEC. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.”

The Companies

American Realty Capital Properties, Inc.

ARCP is a Maryland corporation incorporated in December 2010, that qualifies as a real estate investment trust, for U.S. federal income tax purposes, which we refer to as a REIT, commencing with its initial taxable year ended December 31, 2011. ARCP was formed to acquire and own single-tenant, freestanding commercial real estate primarily subject to medium-term net leases with high credit quality tenants. In July 2011, ARCP commenced an initial public offering on a “reasonable best efforts” basis, which closed on September 6, 2011. ARCP common stock began trading on NASDAQ under the symbol “ARCP” on September 7, 2011.

Substantially all of ARCP’s business is conducted through its operating partnership, the ARCP OP, of which ARCP is the sole general partner.

As of September 30, 2012, excluding one vacant property classified as held for sale, ARCP owned 124 properties consisting of 2.2 million square feet, 100% leased with a weighted average remaining lease term of 6.8 years. In constructing its portfolio, ARCP is committed to diversification (industry, tenant and geography). As of September 30, 2012, rental revenues derived from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 99% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). ARCP’s strategy encompasses receiving the majority of its revenue from investment grade tenants as ARCP further acquires properties and enters into (or assumes) medium-term lease arrangements.

In connection with the merger, ARCP will internalize certain property level management and leasing services and accounting activities, and in connection with such internalization, the ARCT III Advisor will sell to the ARCP OP certain furniture, fixtures, equipment and other assets used by the ARCT III Advisor in connection with managing the property level business and operations and accounting functions of ARCT III and the ARCT III OP, as described under “Side Letters” below.

ARCP’s principal executive offices are located at 405 Park Avenue, 15th Floor, New York, New York 10022, and its telephone number is (212) 415-6500.

Tiger Acquisition, LLC, which we refer to as Merger Sub, is a Delaware limited liability company and a direct wholly owned subsidiary of ARCP that was formed for the purpose of entering into the merger agreement.

American Realty Capital Trust III, Inc.

ARCT III is a Maryland corporation incorporated in October 2010 that qualifies as a REIT commencing with its initial taxable year ended December 31, 2011. ARCT III is a non-traded REIT. ARCT III was formed to acquire a diversified portfolio of commercial real estate, which consists primarily of freestanding single-tenant properties net leased to credit worthy tenants. In March 2011, ARCT III commenced an initial public offering on a “reasonable best efforts” basis to sell up to 150.0 million shares of common stock, excluding 25.0 million shares issuable pursuant to a distribution reinvestment plan, offered at a price of $10.00 per share, subject to certain volume and other discounts, which we refer to as the ARCT III IPO. In September 2011, ARCT III commenced real estate operations. The ARCT III IPO closed in September 2012.

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As of September 30, 2012, ARCT III had 175.4 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to ARCT III’s distribution reinvestment plan.

Substantially all of ARCT III’s business is conducted through its operating partnership, the ARCT III OP, of which ARCT III is the sole general partner.

As of September 30, 2012, ARCT III owned 382 properties comprised of 7.9 million square feet, which were 100% leased with a weighted average remaining lease term of 12.7 years. In constructing the portfolio, ARCT III has been committed to diversification by industry, tenant and geography.

ARCT III’s principal executive offices are located at 405 Park Avenue, 15th Floor, New York, New York 10022, and its telephone number is (212) 415-6500.

ARCT III and ARCP each were sponsored, directly or indirectly, by ARC. The ARCT III Advisor is a Delaware limited liability company wholly owned by ARC. ARC Properties Advisors, LLC, which we refer to as the ARCP Manager, is a Delaware limited liability company wholly owned by ARC and is ARCP’s external manager. ARC and its affiliates, including the ARCT III Advisor and ARCP Manager, provide investment, management and advisory services, as well as certain acquisition and debt capital services to ARCT III and ARCP, as applicable. ARCT III and ARCP pay management fees and certain other fees to, and reimburse certain expenses of, the ARCT III Advisor and ARCP Manager, respectively. Affiliates of ARC also provide similar services for American Realty Capital New York Recovery REIT, Inc., Phillips Edison — ARC Shopping Center REIT, Inc., American Realty Capital — Retail Centers of America, Inc., American Realty Capital Healthcare Trust, Inc., American Realty Capital Daily Net Asset Value Trust, Inc., American Realty Capital Global Trust, Inc., American Realty Capital Healthcare Trust II, Inc., a development stage REIT, and American Realty Capital Trust IV, Inc. Certain of these ARC-sponsored REITs have investment strategies substantially similar to those of ARCT III, ARCP and the combined company.

The Combined Company

ARCT III’s and ARCP’s properties consist of primarily freestanding single-tenant commercial properties net leased to investment grade (as determined by major credit rating agencies) and other creditworthy tenants that are diversified by tenant, industry and geography. Both ARCP’s and ARCT III’s portfolios of real estate investment properties (excluding one vacant property held by ARCP) were 100% leased as of September 30, 2012. ARCT III’s portfolio focuses on entering into (or assuming) long-term lease arrangements and targets assets at or below replacement cost, while ARCP focuses on entering into (or assuming) medium-term leases and purchasing properties with vintage in-place rents at valuations significantly below replacement cost. As of September 30, 2012, ARCT III owned 382 properties consisting of 7.9 million square feet, which were 100% leased with a weighted average remaining lease term of 12.7 years. As of September 30, 2012, rental revenues derived by ARCT III from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 80% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). As of September 30, 2012, excluding one vacant property classified as held for sale, ARCP owned 124 properties consisting of 2.2 million square feet, which were 100% leased with a weighted average remaining lease term of 6.8 years. As of September 30, 2012, rental revenues derived by ARCP from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 99% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). The surviving entity in the merger will own a portfolio that uniquely combines ARCT III’s portfolio of properties with stable income from high credit quality tenants, with ARCP’s portfolio, which has substantial growth opportunities. The long-term business plan for the combined company contemplates the combined portfolio consisting of approximately 70% long-term leases and 30% medium-term leases, with an average remaining lease term of 10 to 12 years. The combined portfolio is additionally expected to develop growth potential from below market leases.

The Merger, the Partnership Merger and the Merger Agreement

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, ARCT III will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct wholly owned subsidiary of ARCP, which we refer to as the merger. In addition, the merger agreement provides for

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the merger of the ARCT III OP with and into the ARCP OP with the ARCP OP being the surviving entity, which we refer to as the partnership merger. Unless the context suggests otherwise, “mergers” refers to the merger of ARCP and ARCT III and the partnership merger.

In the merger, each share of ARCT III common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of the holder of such share of ARCT III common stock, either (i) 0.95 of a share of ARCP common stock or (ii) $12.00 in cash, which we refer to as the merger consideration. However, in no event will the cash consideration be paid with respect to more than 30% of the shares of ARCT III common stock issued and outstanding as of immediately prior to the consummation of the merger. If the aggregate elections for payment in cash exceed 30% of the number of shares of ARCT III common stock issued and outstanding as of immediately prior to the consummation of the merger, then the amount of cash consideration paid will be reduced on a pro rata basis with the remaining consideration paid in ARCP common stock. Cash will be paid in lieu of any fractional shares. In addition, in connection with the partnership merger, each outstanding unit of equity ownership of the ARCT III OP, which we refer to as ARCT III OP Units, will be converted into the right to receive 0.95 of the same class of unit of equity ownership in the ARCP Operating Partnership, which we refer to as ARCP OP Units. See “The Merger Agreement — Consideration to be Received in the Merger” beginning on page 122.

Based on the closing price of ARCP common stock on January 18, 2013, and assuming 30% of the merger consideration is paid in cash and 70% of the merger consideration is paid in ARCP common stock, the aggregate value of the merger consideration to be received by ARCT III stockholders is expected to be approximately $2.3 billion, based on the number of shares of outstanding ARCT III common stock on January 18, 2013. The market value of the merger consideration ultimately received by ARCT III stockholders will depend on the closing price of ARCP common stock on the day that the merger is consummated. See “Risk Factors — Risk Factors Relating to the Merger” beginning on page 22. Because the merger consideration is fixed and the market price of shares of ARCP common stock may fluctuate, ARCT III stockholders receiving shares of ARCP common stock cannot be sure of the value of the merger consideration they will receive.

A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated herein by reference. ARCP and ARCT III encourage you to carefully read the merger agreement in its entirety because it is the principal document governing the merger.

Election Procedures

A holder of ARCT III common stock may indicate such holders’s election between receiving shares of ARCP common stock and cash by indicating such election on the form of election, which will be mailed to each holder of ARCT III common stock as of January 4, 2013 as well as stockholders who purchase shares of ARCT III common stock subsequent to such date and prior to the election deadline described below. Such form of election will allow an ARCT III stockholder to elect the number of shares of ARCT III common stock in respect of which such ARCT III stockholder elects to receive ARCP common stock and the number of shares of ARCT III common stock in respect of which such ARCT III stockholder elects to receive cash, subject to proration adjustment in accordance with the merger agreement. In order to make a proper election, an ARCT III stockholder must complete the form of election and return it, along with any additional documents specified in the form of election, to the exchange agent by the election deadline.

Side Letters

Concurrently with the execution of the merger agreement on December 14, 2012, ARCP entered into a side letter agreement, which we refer to as the ARCP side letter, with ARCT III, ARC, and the ARCP Manager. In the ARCP side letter, the parties agreed to the following revisions to the Acquisition and Capital Services Agreement, dated as of September 6, 2011, by and between ARCP and ARC, which we refer to as the Acquisition and Capital Services Agreement, and the Management Agreement, dated as of September 6, 2011, by and between ARCP and the ARCP Manager, which we refer to as the Management Agreement, as applicable:

ARCP and ARC agreed that, with no further action necessary by any party, the Acquisition and Capital Services Agreement shall automatically terminate and be of no further force or effect upon

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the later of: (a) the consummation of the merger and (b) (i) the cessation of all the potential property acquisitions listed in the ARCP Side Letter, collectively referred to as the Pipeline Properties, as potential property acquisitions of ARCP (regardless of the form in which such cessation occurs, including, without limitation, a purchase of one or more Pipeline Properties by ARCP or a third party, the definitive determination by the ARCP Manager or ARCP not to pursue the acquisition of one or more Pipeline Properties and/or the casualty or condemnation of one or more Pipeline Properties) and (ii) the financing of all the Pipeline Properties; provided, however, that, if the consummation of the merger occurs prior to the cessation of all the Pipeline Properties as potential property acquisitions of ARCP and the financing thereof, the “Acquisition Fee” and “Financing Fee” (each as defined in the Acquisition and Capital Services Agreement) shall be payable with respect to the Pipeline Properties only; provided, further, however, that the indemnification provisions of the Acquisition and Capital Services Agreement shall survive indefinitely.
The ARCP Manager agreed to enter into an amended and restated Management Agreement with ARCP concurrently with the consummation of the merger which, among other things, reduces the asset management fee payable to the ARCP Manager with respect to the excess of the unadjusted book value of the aggregate assets held ARCT III over $3.0 billion from 0.50% per annum to 0.40% per annum.

Concurrently with the execution of the merger agreement on December 14, 2012, ARCT III entered into a side letter agreement, which we refer to as the ARCT III side letter, with the ARCT III OP, the ARCT III Advisor, the ARCT III Special Limited Partner, the ARCT III Property Manager and ARCP. In the ARCT III side letter, the parties agreed or acknowledged, as applicable, the following with respect to the Second Amended and Restated Advisory Agreement, the Amended and Restated Agreement of Limited Partnership of the ARCT III OP, dated as of November 13, 2012, as amended from time to time, by and among ARCT III, the ARCT III Advisor, the ARCT III Special Limited Partner and other limited partners party thereto, which we refer to as the ARCT III OP Agreement, and the Property Management and Leasing Agreement, dated as of March 31, 2011, by and among ARCT III, the ARCT III OP and the ARCT III Property Manager, which we refer to as the Property Management and Leasing Agreement:

The ARCT III Advisor agreed to waive its right to receive disposition fees in connection with the merger.
ARCT III, the ARCT III OP and the Special Limited Partner acknowledged and agreed that the merger constitutes an “Investment Liquidity Event” (as defined in the ARCT III OP Agreement), upon which the ARCT III Special Limited Partner’s right to receive certain subordinated distributions of net sales proceeds is accelerated and the Special Limited Partner elected to contribute its SLP Interest to the ARCT III OP in exchange for ARCT III OP Units.
ARCT III, the ARCT III OP and the ARCT III Advisor acknowledged and agreed that, provided certain hurdles are met at or prior to the closing date of the merger, which is expected, at such time no ARCT III Class B Units will continue to be subject to forfeiture. Pursuant to the ARCT III OP Agreement, ARCT III Class B Units no longer subject to forfeiture are convertible automatically into ARCT III OP Units at such time as the ARCT III Advisor’s capital account with respect to a ARCT III Class B Unit is equal to the average capital account balance attributable to an outstanding ARCT III OP Unit (as determined on a unit-by-unit basis). The ARCT III Advisor elected, and ARCT III and the ARCT III OP acknowledged and agreed to allow the ARCT III Advisor, to take such action as is allowed under the ARCT III OP Agreement to cause an adjustment to the ARCT III Advisor’s capital account with respect to its Class B Units and allow it to convert the maximum number of ARCT III Class B Units into ARCT III OP Units in connection with the consummation of the merger.
Upon consummation of the merger, each outstanding ARCT III OP Unit will be converted automatically into 0.95 of an ARCP OP Unit as set forth in the merger agreement and any

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unconverted ARCT III Class B Units will be converted automatically into Class B Units in the ARCP OP. Each of the Special Limited Partner and the ARCT III Advisor has agreed that such ARCP OP Units are subject to a minimum one-year holding period prior to being exchangeable into ARCP common stock.
The ARCT III OP and the ARCT III Advisor agreed that the Second Amended and Restated Advisory Agreement will be extended for a 60 day period following the closing date of the merger.
ARCT III, the ARCT III OP and the ARCT III Property Manager agreed that the Property Management and Leasing Agreement will be extended for a 60 day period following the closing date of the merger.

The preceding summary of the side letters is subject to, and qualified in its entirety by reference to, the full text of each of the side letters.

Recommendation of the ARCP Board

The ARCP Board has unanimously (with Messrs. Schorsch and Weil abstaining) (i) determined that the merger agreement and the merger, including the issuance of ARCP common stock in connection with the merger, are advisable and in the best interests of ARCP and its stockholders; (ii) approved the merger agreement, the merger and the other transactions contemplated thereby; and (iii) approved the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. Nicholas S. Schorsch, the chief executive officer and chairman of ARCT III and ARCP, and Edward M. Weil, Jr., a director and officer of ARCT III and ARCP, each abstained from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The ARCP Board unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCP stockholders vote FOR the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement.

Recommendation of the ARCT III Board

The ARCT III Board has unanimously (with Messrs. Schorsch and Weil abstaining) (i) determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair to, and in the best interests of ARCT III and its stockholders, and (ii) approved the merger agreement, the merger and the other transactions contemplated thereby. Nicholas S. Schorsch, the chief executive officer and chairman of ARCT III and ARCP, and Edward M. Weil, Jr., a director and officer of ARCT III and ARCP, each abstained from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The ARCT III Board unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCT III stockholders vote FOR the proposal to approve the merger and the other transactions contemplated by the merger agreement, and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement.

Summary of Risk Factors Related to the Merger

You should consider carefully all the risk factors together with all of the other information included in this joint proxy statement/prospectus before deciding how to vote. The risks related to the merger and the related transactions are described under the caption “Risk Factors — Risk Factors Relating to the Merger” beginning on page 22.

The exchange ratio is fixed and will not be adjusted in the event of any change in either ARCP’s or ARCT III’s stock price.
The merger and related transactions are subject to approval by stockholders of both ARCP and ARCT III.

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ARCP and ARCT III stockholders will be diluted by the merger. Following the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement, assuming 70% of the merger consideration is paid in the form of shares of ARCP common stock, ARCP stockholders and the former ARCT III stockholders are expected to hold approximately 9% and 91%, respectively, of the combined company’s common stock outstanding immediately after the merger.
If the merger does not occur, one of the companies may incur payment obligations to the other.
Failure to complete the merger could negatively impact the stock price of ARCP and the future business and financial results of both ARCP and ARCT III.
The pendency of the merger could adversely affect the business and operations of ARCP and ARCT III.
Some of the directors and executive officers of ARCT III have interests in seeing the merger completed that are different from, or in addition to, those of the other ARCT III stockholders.
Some of the directors and executive officers of ARCP have interests in seeing the merger completed that are different from, or in addition to, those of the other ARCP stockholders.
The merger agreement contains provisions that grant the ARCT III Board a general ability to terminate the merger agreement based on the exercise of the directors’ duties.
If the merger is not consummated by May 31, 2013 (unless extended by either party), either ARCP or ARCT III may terminate the merger agreement.

Stockholders Entitled to Vote; Vote Required

ARCP

ARCP stockholders who owned shares of ARCP common stock at the close of business on January 4, 2013, which is referred to as ARCP’s record date, are entitled to notice of, and to vote at, ARCP’s special meeting. On ARCP’s record date, there were 11,157,643 shares of ARCP common stock outstanding and entitled to vote at ARCP’s special meeting, held by approximately 132 holders of record. Each share of ARCP common stock is entitled to one vote on each proposal to be voted on at ARCP’s special meeting.

At ARCP’s special meeting, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum. Abstentions will be counted in determining whether a quorum is present at ARCP’s special meeting.

Approval of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement requires the affirmative vote of at least a majority of the votes cast on the proposal, provided that the total votes cast on the proposal represent at least a majority of the outstanding shares of ARCP common stock entitled to vote on the proposal. Approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement requires the affirmative vote of a majority of the votes cast on such proposal.

See page 52 for a description of the effect of abstentions and broker non-votes with respect to the above proposals.

Your vote is very important. You are encouraged to authorize your proxy as promptly as possible. If you do not indicate how your shares of ARCP common stock should be voted on a matter, the shares of ARCP common stock represented by your properly executed proxy will be voted as the ARCP Board (with Messrs. Schorsch and Weil abstaining) recommends and therefore FOR the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement. If you do not provide voting instructions to your broker or other nominee, your shares of ARCP common stock will NOT be voted at the meeting and will be considered broker non-votes.

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ARCT III

ARCT III stockholders who owned shares of ARCT III common stock at the close of business on January 4, 2013, which is referred to as ARCT III’s record date, are entitled to notice of, and to vote at, ARCT III’s special meeting except for those not entitled to vote on the merger pursuant to ARCT III’s charter. On ARCT III’s record date, there were 177,345,419 shares of ARCT III common stock outstanding and entitled to vote at ARCT III’s special meeting, held by approximately 38,021 holders of record. Each share of ARCT III common stock is entitled to one vote on each proposal to be voted on at ARCT III’s special meeting.

At ARCT III’s special meeting, the presence in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast at such meeting shall constitute a quorum. Abstentions will be counted in determining whether a quorum is present at ARCT III’s special meeting.

Approval of the proposal to approve the merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of ARCT III common stock entitled to vote on such proposal. The approval of the proposal to adjourn ARCT III’s special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement requires the affirmative vote of a majority of the votes cast on such proposal.

See page 55 for a description of the effect of abstentions with respect to the above proposals.

Your vote is very important. You are encouraged to authorize your proxy as promptly as possible. If you do not indicate how your shares of ARCT III common stock should be voted on a matter, the shares of ARCT III common stock represented by your properly executed proxy will be voted as the ARCT III Board (with Messrs. Schorsch and Weil abstaining) recommends and therefore FOR the proposal to approve the merger and the other transactions contemplated by the merger agreement, and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement. If you do not provide voting instructions to your broker or other nominee, your shares of ARCT III common stock will NOT be voted at the meeting and will be considered broker non-votes.

Opinion of ARCP’s Financial Advisor

In connection with the transaction, ARCP’s financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as BofA Merrill Lynch, delivered a written opinion, dated December 14, 2012, to the ARCP Board as to the fairness, from a financial point of view and as of such date, to ARCP of the consideration to be paid by ARCP in the merger. The full text of BofA Merrill Lynch’s written opinion is attached as Annex D to this joint proxy statement/prospectus and sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken by BofA Merrill Lynch in rendering its opinion. BofA Merrill Lynch delivered its opinion to the ARCP Board for the benefit and use of the ARCP Board (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view to ARCP. BofA Merrill Lynch’s opinion did not address any other aspect of the transaction and no opinion or view was expressed as to the relative merits of the transaction in comparison to other strategies or transactions that might be available to ARCP or in which ARCP might engage or as to the underlying business decision of ARCP to proceed with or effect the transaction. BofA Merrill Lynch also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the transaction or any related matter.

See “The Merger — Opinion of ARCP’s Financial Advisor” beginning on page 75.

Opinion of ARCT III’s Financial Advisor

On December 14, 2012, at a meeting of the ARCT III Board held to evaluate the mergers and related transactions, UBS Securities LLC, which we refer to as UBS, delivered to the ARCT III Board an oral opinion, which opinion was confirmed by delivery of a written opinion, dated December 14, 2012, to the effect that, as of that date and based on and subject to various assumptions, matters considered and limitations

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described in its opinion, the merger consideration to be received in the merger by holders of ARCT III common stock (other than ARCP and its affiliates) was fair, from a financial point of view, to such holders.

The full text of UBS’ opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. This opinion is attached as Annex E and is incorporated into this joint proxy statement/prospectus by reference. Holders of ARCT III common stock are encouraged to read UBS’ opinion carefully in its entirety. UBS’ opinion was provided for the benefit of the ARCT III Board (in its capacity as such) in connection with, and for the purpose of, its evaluation of the merger consideration to be received in the merger by holders of ARCT III common stock from a financial point of view and does not address any other aspect of the mergers. The opinion does not address the relative merits of the mergers as compared to other business strategies or transactions that might be available with respect to ARCT III or ARCT III’s underlying business decision to effect the mergers or any related transaction. The opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any related transaction, including which, if any, election a stockholder should make with respect to the merger consideration.

See “The Merger — Opinion of ARCT III’s Financial Advisor” beginning on page 84.

Treatment of ARCT III Stock Options and Restricted Stock

Treatment of Stock Options.  ARCT III and the ARCT III OP will take all actions required to cancel (effective prior to the effective time) each outstanding option to purchase ARCT III common stock, which we refer to as an ARCT III Stock Option, that is outstanding and unexercised at the effective time of the merger in accordance with ARCT III’s 2011 Non-Employee Director Stock Option Plan, which we refer to as the ARCT III Stock Option Plan, including by providing timely notice of cancellation to each holder of an ARCT III Stock Option. Any holder of an ARCT III Stock Option will, upon receipt of a cancellation notice, have the right to exercise his ARCT III Stock Option in accordance with the ARCT III Stock Option Plan, and if any such holder exercises his ARCT III Stock Option to acquire shares of ARCT III common stock, he will be entitled to receive the merger consideration payable with respect to the shares of ARCT III common stock. Any ARCT III Stock Option that is outstanding and is not exercised prior to the effective time will be forfeited.

Treatment of Restricted Stock.  Pursuant to, and as further described in the merger agreement, each share of ARCT III restricted stock outstanding as of immediately prior to the effective time of the merger will become fully vested and will convert into the right to receive the merger consideration.

See “The Merger Agreement — Consideration to Be Received in the Merger — Treatment of ARCT III Stock Options and Restricted Stock” beginning on page 123.

Directors and Management of ARCP After the Merger

On December 14, 2012, the ARCP Board approved, effective upon the consummation of the merger, the expansion of the size of the ARCP Board in accordance with ARCP’s bylaws to up to seven directors from five directors, a majority of which will continue to be independent directors, and to reconstitute the ARCP Board such that, following the merger, the ARCP Board will be comprised of two of ARCP’s current independent directors, two of ARCT III’s current independent directors and up to three ARC-affiliated directors.

Share Ownership of Directors and Executive Officers of ARCP

At the close of business on January 4, 2013, the directors and executive officers of ARCP and their affiliates held and were entitled to vote 1,898,522 shares of ARCP common stock (including shares held by ARC), collectively representing approximately 17% of the shares of ARCP common stock outstanding and entitled to vote on that date. The directors and executive officers of ARCP have each indicated that they expect to vote FOR the proposal to approve the issuance of ARCP common stock to ARCT III stockholders pursuant to the merger agreement and FOR the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement.

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Share Ownership of Directors and Executive Officers of ARCT III

At the close of business on January 4, 2013, the directors and executive officers of ARCT III and their affiliates held 41,064 shares of ARCT III common stock, collectively representing approximately 0.02% of the shares of ARCT III common stock outstanding and entitled to vote on that date. On January 4, 2013, ARCT III’s record date, there were 177,345,419 shares of ARCT III common stock outstanding and entitled to vote at ARCT III’s special meeting, held by approximately 38,021 holders of record.

Interests of ARCP’s Directors and Executive Officers in the Merger

In considering the recommendation of the ARCP Board (with Messrs. Schorsch and Weil abstaining) to approve the merger and the other transactions contemplated by the merger agreement, ARCP stockholders should be aware that ARCP’s directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of ARCP stockholders generally. These interests include those discussed below.

On December 14, 2012, ARCP, in its capacity as the general partner of the ARCP OP, entered into an asset purchase and sale agreement, which we refer to as the Asset Purchase Agreement, with the ARCT III Advisor. Pursuant to the Asset Purchase Agreement, concurrently with the consummation of the merger and in connection with the internalization by ARCP of certain property level management and accounting activities, the ARCT III Advisor will sell to the ARCP OP certain furniture, fixtures, equipment and other assets used by the ARCT III Advisor in connection with managing the property level business and operations and accounting functions of ARCT III and the ARCT III OP, at the cost of such assets, for an aggregate purchase price of $5.8 million, which includes the reimbursement of certain costs and expenses incurred by the ARCT III Advisor. See “The Merger — Interests of ARCP’s Directors and Executive Officers in the Merger — Asset Purchase and Sale Agreement” on page 92.

Interests of ARCT III’s Directors and Executive Officers in the Merger

In considering the recommendation of the ARCT III Board (with Messrs. Schorsch and Weil abstaining) to approve the merger and the other transactions contemplated by the merger agreement, ARCT III stockholders should be aware that ARCT III’s directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of ARCT III stockholders generally. These interests include those discussed below.

In connection with the merger, on December 14, 2012, ARCT III entered into a letter agreement, which we refer to as the letter agreement, with Realty Capital Securities, LLC, which we refer to as RC Securities, and ARC Advisory Services, LLC, which we refer to as ARC Advisory Services, to act as non-exclusive financial advisor and information agent, respectively, to ARCT III in connection with the merger and the related proxy solicitation seeking approval of the merger by ARCT III’s stockholders and to pay an aggregate amount of $640,000 in consideration for the services provided under the letter agreement and such fee will be payable upon the consummation of the merger; provided that if the merger is not consummated, ARCT III will be responsible for the payment of such fee. See “The Merger — Interests of ARCT III’s Directors and Executive Officers in the Merger — Letter Agreement” on page 92.

In connection with the merger, on December 14, 2012, ARCT III and the ARCT III OP entered into a certain legal services reimbursement agreement, which we refer to as the legal services reimbursement agreement, with ARC Advisory Services, pursuant to which ARCT III, on its own behalf and, as general partner of the ARCT III OP, on behalf of the ARCT III OP, reaffirmed the retention of ARC Advisory Services for the performance of legal support services in connection with the merger agreement rendered prior to the date of the legal services reimbursement agreement. ARCT III and the ARCT III OP will pay to ARC Advisory Services an aggregate amount of $500,000 in consideration for the services provided under the legal services reimbursement agreement. See “The Merger — Interests of ARCT III’s Directors and Executive Officers in the Merger — Legal Services Reimbursement Agreement” on page 93.

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In connection with the merger, on December 14, 2012, ARCT III and the ARCT III OP entered into a certain transition services agreement, which we refer to as the transition services agreement, with ARC Advisory Services, pursuant to which ARC Advisory Services and ARCT III, on its own behalf and, as general partner of the ARCT III OP, on behalf of the ARCT III OP, memorialized ARC Advisory Services’ obligation to perform the following services, which it has historically performed for, and for which it has historically been compensated by, ARCT III and the ARCT III OP: legal support related to the merger and ongoing legal support, accounting support, marketing support, acquisition support, investor relations support, public relations support, event coordination, human resources and administration, general human resources duties, payroll services, benefits services, insurance and risk management, information technology services, telecom and internet services and services relating to office supplies. The transition services agreement does not govern any legal support services rendered in connection with the merger agreement and its related transactions prior to the date of the signing of the merger agreement, which will be governed by the legal services reimbursement agreement. ARCT III and the ARCT III OP will pay to ARC Advisory Services an aggregate fee of $2.0 million in connection with providing the services contemplated by the transition services agreement. See “The Merger — Interests of ARCT III’s Directors and Executive Officers in the Merger — Transition Services Agreement” on page 92.

RC Securities and ARC Advisory Services are each wholly owned by ARC and its affiliates. Payments under the letter agreement, the legal services reimbursement agreement and the transition services agreement represent gross income to the applicable affiliate of ARC and its affiliates, not net income distributable to the equity holders of such affiliate of ARC and its affiliates.

Interest of the ARCT III Advisor in the Merger

As described under “Questions and Answers – What fees will the ARCT III Advisor receive in connection with the merger?,” the ARCT III Advisor will not receive any fees in cash in connection with the merger but will receive subordinated distributions of net sales proceeds from the ARCT III OP in an amount estimated to be equal to approximately $59.0 million, assuming an implied price of ARCT III common stock of $12.26 per share in the merger (which assumes that 70% of the merger consideration is ARCP common stock based on a per share price of $12.90, the closing price of ARCP common stock on the last trading day before public announcement of the merger, and 30% of the merger consideration is cash). Such subordinated distributions of net sales proceeds, is to be finalized based on the closing price of ARCP common stock on the day immediately prior to the closing of the merger, payable in ARCT III OP Units that will automatically convert into ARCP OP Units, upon consummation of the partnership merger in accordance with the merger agreement. The parties have agreed that such ARCP OP Units will be subject to a minimum one-year holding period before being exchangeable into ARCP common stock. Pursuant to the ARCT III side letter, the ARCT III Advisor has agreed to waive any disposition fees otherwise payable to the ARCT III Advisor under the ARCT III Advisory Agreement. Such disposition fees could have been as much as $48.0 million (assuming the maximum fee of 2.0% of the sales price of the properties permitted under ARCT III’s charter and provided for in the ARCT III Advisory Agreement was payable).

Pursuant to the ARCT III OP Agreement, the ARCT III Advisor is entitled to a subordinated participation in the form of Class B Units in the ARCT III OP, which we refer to as ARCT III Class B Units, in connection with its asset management services. Subject to the approval of the ARCT III Board, within 30 days of the end of each calendar quarter, ARCT III pays an asset management subordinated participation by issuing to the ARCT III Advisor a number of ARCT III Class B Units equal to (i) the excess of (A) the product of the “cost of assets” as defined in the ARCT III OP Agreement multiplied by 0.1875% over (B) the amount of the “oversight fee” as defined in the ARCT III Property Management Agreement for such quarter, divided by (ii) the value of one share of ARCT III common stock. The ARCT III Advisor will continue to be entitled to such ARCT III Class B Units prior to the consummation of the merger.

See “The Merger — Recommendation of the ARCT III Board and Its Reasons for the Merger” and “The Merger — Interests of ARCT III’s Directors and Executive Officers in the Merger.”

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Potential Conflicts

In addition to the conflicts discussed elsewhere in this joint proxy statement/prospectus, ARC and its affiliates, as the sponsor, directly or indirectly, of both ARCT III and ARCP, have certain conflicts in connection with the merger. Such conflicts include the following:

Pursuant to the ARCT III Side Letter, the ARCT III Advisory Agreement and the ARCT III Property Management Agreement will be extended for a 60 day period following the closing date of the merger. During such time, each of the ARCT III Advisor and the ARCT III Property Manager will continue to receive certain fees pursuant to such agreements. See “Side Letters” beginning on page 142.
All of ARCT III’s officers are officers of ARCP. Nicholas S. Schorsch, the chief executive officer and chairman of ARCT III and ARCP, and Edward M. Weil, Jr., a director and officer of ARCT III and ARCP, each abstained from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement and the merger was unanimously approved by the ARCT III independent directors. The ARCP Board following the merger will consist of directors who serve on the board of directors of certain other REITs sponsored by ARC, including American Realty Capital — Retail Centers of America, Inc., American Realty Capital Healthcare Trust, Inc., American Realty Capital Daily Net Asset Value Trust, Inc., American Realty Capital Global Trust, Inc., American Realty Capital Healthcare Trust II, Inc., a development stage REIT, and American Realty Capital Trust IV, Inc.
ARC has also sponsored American Realty Capital Trust, Inc., a Maryland corporation, which we refer to as ARCT. ARCT operated as a non-traded REIT through February 29, 2012, and effective as of March 1, 2012, internalized the management services previously provided by its advisor and concurrently listed its common stock on The NASDAQ Global Select Market under the symbol “ARCT.” On September 6, 2012, ARCT entered into an Agreement and Plan of Merger with Realty Income Corporation, a Maryland corporation, and its subsidiary. Such merger has been approved by both companies’ boards of directors but is subject to stockholder approval. The merger with Realty Income Corporation is expected to close in the first quarter of 2013. Nicholas S. Schorsch is the executive chairman of the board of directors of ARCT. ARCT may compete with the combined company for investment, tenant and financing opportunities, both prior to and after the merger with Realty Income Corporation.
On December 11, 2012, the compensation committee of the ARCP Board, which we refer to as the ARCP compensation committee, approved the general terms of a form of Multi-Year Outperformance Plan Agreement, which we refer to as the OPP, to be entered into with the ARCP Manager. The ARCP compensation committee must approve the final terms of the OPP, including the commencement date of the performance period (which date we refer to as the commencement date), prior to ARCP’s entry into the OPP. Under the OPP, the ARCP Manager will be eligible to earn performance-based bonus awards up to a maximum award opportunity that is anticipated to be 5% of ARCP’s anticipated market capitalization on the commencement date, which amount will be approximately $87.5 million if the commencement date is the closing date of the merger.
Pursuant to the ARCP Side Letter, the ARCP Manager agreed to enter into an amended and restated Management Agreement with ARCP concurrently with the consummation of the merger, which would, among other things, remove the waiver of management fees by the ARCP Manager equal to the excess of distributions declared in respect of ARCP OP Units over ARCP’s AFFO.
After the merger, ARC and its affiliates will continue to manage American Realty Capital New York Recovery REIT, Inc., Phillips Edison — ARC Shopping Center REIT, Inc., American Realty Capital — Retail Centers of America, Inc., American Realty Capital Healthcare Trust, Inc., American Realty Capital Daily Net Asset Value Trust, Inc., American Realty Capital Global Trust, Inc., American Realty Capital Healthcare Trust II, Inc., a development stage REIT, and American Realty

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Capital Trust IV, Inc. Certain of these ARC-sponsored REITs have investment objectives substantially similar to those of the combined company and will receive fees for those services. Those entities may compete with the combined company for investment, tenant and financing opportunities.
Proskauer Rose LLP has acted as legal counsel to each of ARCT III and ARCP since inception and also represents the ARCT III Advisor and the ARCP Manager, as well as ARC, the ARC-sponsored REITs and their respective affiliates.

Listing of Shares of ARCP Common Stock

Approval of the listing on the NASDAQ of the shares of ARCP common stock to be issued to ARCT III stockholders pursuant to the merger agreement, subject to official notice of issuance, is a condition to each party’s obligation to complete the merger. ARCP has agreed to use its reasonable best efforts to cause the shares of ARCP common stock to be issued to ARCT III stockholders pursuant to the merger agreement to be approved for listing on the NASDAQ prior to the effective time of the merger, subject to official notice of issuance. If the merger is completed, shares of ARCT III common stock will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.

No Stockholder Appraisal Rights in the Merger

Neither ARCP stockholders nor ARCT III stockholders are entitled to exercise appraisal rights in connection with the merger. See “No Appraisal Rights” beginning on page 143.

Conditions to Completion of the Merger

A number of conditions must be satisfied or waived, where legally permissible, before the merger can be consummated. These include, among others:

the approval by ARCP’s stockholders of the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement;
the approval by ARCT III’s stockholders of the merger and the other transactions contemplated by the merger agreement;
the absence of injunction or law prohibiting the merger;
the effectiveness of the Form S-4 registration statement, of which this joint proxy statement/prospectus is a part;
the approval for listing on the NASDAQ of the shares of ARCP common stock to be issued to ARCT III stockholders pursuant to the merger agreement, subject to official notice of issuance;
the amendment to the Management Agreement as contemplated by the merger agreement;
the accuracy of all representations and warranties made by the parties in the merger agreement and performance by the parties of their obligations under the merger agreement (subject in each case to certain materiality standards);
the absence of any material adverse effect being experienced by any party;
the receipt of a legal opinion from ARCP’s and ARCT III’s respective legal counsel regarding such party’s qualification as a REIT;
the receipt by ARCP and ARCT III, respectively, of an opinion from such party’s legal counsel to the effect that the merger will be treated as a reorganization within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code; and
the receipt by ARCP of an affidavit of non-foreign status from ARCT III that complies with the Treasury Regulations under Section 1445 of the Code and the use of commercially reasonable efforts by the ARCT III OP and the ARCP OP to obtain similar affidavits from each of their partners.

Neither ARCP nor ARCT III can give any assurance as to when or if all of the conditions to the consummation of the merger will be satisfied or waived or that the merger will occur.

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For more information regarding the conditions to the consummation of the merger and a complete list of such conditions, see “The Merger Agreement — Conditions to Completion of the Mergers” beginning on page 126.

Regulatory Approvals Required for the Merger

The merger may be subject to the regulatory requirements of municipal, state and federal, domestic or foreign, governmental agencies and authorities. Nevertheless, neither ARCP nor ARCT III is aware of any regulatory approvals that are expected to prevent the consummation of the merger. See “The Merger — Regulatory Approvals Required for the Merger” beginning on page 98.

No Solicitation and Change in Recommendation

Under the merger agreement, each of ARCT III and the ARCT III OP has agreed not to, and to cause their respective subsidiaries not to (and not authorize and use reasonable best efforts to cause its officers, directors, managers and other representatives not to), directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, a competing acquisition proposal, (ii) engage in any discussions or negotiations regarding, or furnish to any third party any non-public information in connection with, or knowingly facilitate in any way any effort by, any third party in furtherance of any competing acquisition proposal or inquiry, (iii) approve or recommend a competing acquisition proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or any other similar agreement providing for or relating to a competing acquisition proposal, or (iv) propose or agree to do any of the foregoing.

However, prior to the approval of the merger and the other transactions contemplated by the merger agreement by ARCT III stockholders, ARCT III and the ARCT III OP may, under certain specified circumstances, engage in discussions or negotiations with and provide non-public information regarding themselves to a third party making an unsolicited, bona fide written competing acquisition proposal. Under the merger agreement, ARCT III and the ARCT III OP are required to notify ARCP promptly if they receive any competing acquisition proposal or inquiry or any request for non-public information in connection with a competing acquisition proposal.

Before the approval of the merger and the other transactions contemplated by the merger agreement by ARCT III stockholders, the ARCT III Board may, under certain specified circumstances, withdraw its recommendation of the merger if the ARCT III Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable law.

The ARCP Board is subject to corresponding limitations as the ARCT III Board on its ability to change its recommendation as described for ARCT III above, except that the ARCP Board may only be entitled to effect an adverse recommendation change in response to a superior proposal with respect to ARCP, the ARCP OP or any of their respective subsidiaries and not for any other reason. For more information regarding the limitations on ARCT III, ARCP and their respective boards of directors to consider other proposals, see “The Merger Agreement — Covenants and Agreements — No Solicitation of Transactions by ARCT III or ARCP” beginning on page 133.

Termination of the Merger Agreement

ARCP and ARCT III may mutually agree to terminate the merger agreement before completing the merger, even after approval of the ARCP stockholders or approval of ARCT III stockholders.

In addition, either ARCP or ARCT III (so long as it is not at fault) may decide to terminate the merger agreement if:

the merger is not consummated by May 31, 2013, provided that either party can extend this date by a period of no more than sixty (60) days;
there is a final, non-appealable order or injunction prohibiting the merger;

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ARCT III stockholders fail to approve the merger and the other transactions contemplated by the merger agreement; or
ARCP stockholders fail to approve the issuance of shares of ARCP common stock to ARCT III stockholders in connection with the merger.

ARCT III may also decide to terminate the merger agreement if.

ARCP, the ARCP OP or Merger Sub materially breaches the merger agreement and does not cure such breach within a specified period;
ARCT III or the ARCT III OP enters into an alternative acquisition agreement with respect to a superior proposal, provided that ARCT III concurrently pays the expense reimbursement; or
(i) the ARCP Board has made an adverse recommendation change, (ii) ARCP, the ARCP OP or Merger Sub materially breaches its obligations under the provisions of the merger agreement regarding (a) the preparation of the Form S-4 and the joint proxy statement/prospectus and the holding of ARCP’s stockholder meeting or (b) no solicitation of transactions by ARCP, or (iii) ARCP, the ARCP OP or Merger Sub enters into an definitive agreement with respect to an acquisition proposal.

ARCP has reciprocal termination rights as ARCT III as described above.

For more information regarding the rights of ARCP and ARCT III to terminate the merger agreement, see “The Merger Agreement — Termination of the Merger Agreement” beginning on page 138.

Expenses

Generally, all fees and expenses incurred in connection with the merger and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses. However, each of ARCT III and ARCP may be obligated to pay the other party reasonable documented out-of-pocket expenses actually incurred up to a maximum of $10,000,000 in expense reimbursement in certain circumstances.

For more information regarding the expense reimbursement, see “The Merger Agreement — Termination of the Merger Agreement — Expenses Reimbursement” beginning on page 140.

Material U.S. Federal Income Tax Consequences of the Merger

It is expected that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and it is a condition to the completion of the merger that ARCP and ARCT III receive written opinions from their respective counsel to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. Assuming the merger qualifies as such a reorganization, U.S. holders of ARCT III common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their ARCT III common stock for solely ARCP common stock pursuant to the merger, except with respect to cash received in lieu of fractional shares of ARCP common stock. ARCT III stockholders should generally recognize gain or loss if they exchange their shares of ARCT III common stock solely for cash in the merger. Generally, ARCT III stockholders will recognize gain, but not loss, if they exchange their shares of ARCT III common stock for a combination of ARCP common stock and cash, but their taxable gain in that case will not exceed the cash they receive in the merger.

For further discussion of the material U.S. federal income tax consequences of the merger, see “Material U.S. Federal Income Tax Consequences” beginning on page 100.

Holders of ARCT III common stock should consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the merger.

Accounting Treatment of the Merger

ARCT III and ARCP are considered to be entities under common control. Both entities’ advisors are wholly owned subsidiary of the entities’ sponsor, AR Capital, LLC. The sponsor and its related parties have significant ownership interests in ARCP through the ownership of shares of common stock and other equity

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interests. In addition, the advisors of both companies are contractually eligible to charge significant fees for their services to both of the companies including asset management fees, fees for the arrangement of financing and incentive fees and other fees. Due to the significance of these fees, the advisors and ultimately the sponsor is determined to have a significant economic interest in both companies in addition to having the power to direct the activities of the companies through advisory agreement, which qualifies them as affiliated companies under common control in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP. The acquisition of an entity under common control is accounted for on the carryover basis of accounting whereby the assets and liabilities of the companies are recorded upon the merger on the same basis as they were carried by the companies on the merger date.

Comparison of Rights of ARCP Stockholders and ARCT III Stockholders

At the effective time of the merger, ARCT III stockholders who elected to receive shares of ARCP common stock as merger consideration will become stockholders of ARCP and, accordingly, their rights will be governed by ARCP’s charter and bylaws and the laws of the State of Maryland. ARCP’s charter and bylaws contain provisions that are different from ARCT III’s charter and bylaws in a number of ways.

For a summary of certain differences between the rights of ARCP stockholders and ARCT III stockholders, see “Comparison of Rights of ARCP Stockholders and ARCT III Stockholders” beginning on page 144.

Recent Developments

During the first nine months of 2012, ARCP acquired properties with an aggregate purchase price of approximately $98.9 million. During the fourth quarter of 2012, ARCP acquired properties with an aggregate purchase price of approximately $32.9 million. Moreover, in addition to the transactions contemplated by the merger agreement, ARCP has entered into agreements to acquire additional properties with an aggregate purchase price of approximately $21.0 million. The total purchase price for properties already acquired during the fourth quarter of 2012 and for the properties that are under contract to be acquired, is approximately $53.8 million. The total acquired properties for the fourth quarter of 2012 consist of 22 single-tenant properties net leased to six different tenants, and all are of property types that ARCP already has in its portfolio. In aggregate, ARCP’s acquisitions in 2012 were in excess of $131 million of new properties. On an aggregate basis, no single tenant of the properties that ARCP has acquired during 2012 will account for more than 10% of ARCP’s assets as of December 31, 2011, which is the date of the last audited balance sheet.

Similarly, ARCT III has acquired properties with an aggregate purchase price of approximately $584.1 million during the fourth quarter of 2012 and intends to acquire properties with an aggregate purchase price of approximately $400.0 million during the first quarter of 2013. These acquisitions consist of approximately 167 single-tenant properties net leased to 25 different tenants, and all are in industries and of property types that ARCT III already has in its portfolio.

The acquisitions that have not closed yet are subject to various customary conditions to closing, the failure of which could delay the closing of one or more of these proposed acquisitions or result in one or more of these proposed transactions not closing or closing on terms that are different from those currently contemplated. ARCP expects to fund any of these acquisitions that close in the future (including any ARCT III acquisitions that close after the merger) with cash on hand, borrowings under its revolving credit facility or possible issuances of additional securities. ARCT III is expected to fund any of its acquisitions that are to close before the merger closes with cash on hand or possible borrowings under its credit facility.

Selected Historical Financial Information of ARCP

Presented below is the selected consolidated financial data of ARCP as of and for the periods indicated. The selected historical consolidated financial data as of December 31, 2011 and 2010 and for the fiscal year ended December 31, 2011 and for the period from December 2, 2010 (date of inception) to December 31, 2010 have been derived from ARCP’s historical audited consolidated financial statements, which were adjusted for discontinued operations, which are included in Appendix I to this joint proxy statement/prospectus.

The historical financial data as of September 30, 2012 and 2011 and for the nine-month periods ended September 30, 2012 and 2011 were derived from ARCP’s historical unaudited condensed consolidated

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financial statements, which are included in Appendix I to this joint proxy statement/prospectus. In ARCP’s opinion, such unaudited financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim September 30, 2012 financial information. Interim results for the nine months ended and as of September 30, 2012 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2012.

You should read this selected historical financial information together with the financial statements included in reports that are included in Appendix I to this joint proxy statement/prospectus and their accompanying notes and management’s discussion and analysis of operations and financial condition of ARCP contained in such reports.

       
  Historical as of September 30,   Historical as of December 31,
     2012   2011   2011   2010
     (In thousands)
Total real estate investments, at cost   $ 235,723     $ 122,212     $ 136,873     $  
Total assets     226,579       112,648       131,581       279  
Mortgage notes payable     35,760       13,850       30,260        
Senior secured credit facility     91,090       51,500       42,407        
Total liabilities     128,929       67,244       74,249       279  
Total stockholders’ equity     88,137       41,564       53,630        
Total equity     97,650       45,404       57,332        

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      Historical Results
     Historical Results for the
Nine Months Ended September 30,
  For theYear Ended December 31, 2011   For the
Period From December 2, 2010 (Date of Inception) to December 31, 2010
     2012   2011
     (In thousands, except for per share data)
Total revenue   $ 11,172     $ 576     $ 3,175     $  
Expenses:
                                   
Acquisition and transaction related costs     3,297       604       1,875        
Property operating     555             153        
General and administrative     1,530       100       440        
Depreciation and amortization     6,092       363       1,612        
Total operating expenses     11,474       1,067       4,080        
Operating income (loss)     (302 )      (491 )      (905 )       
Other income (expenses):
 
Interest expense     (2,873 )      (185 )      (924 )       
Other income                 1        
Total other expenses     (2,873 )      (185 )      (923 )       
Loss from continuing operations     (3,175 )      (676 )      (1,828 )       
Net loss from continuing operations attributable to non-controlling interests     141       35       69        
Net loss from continuing operations attributable to stockholders     (3,034 )      (641 )      (1,759 )       
Discontinued operations:
                                   
Loss from operations of held for sale properties     (12 )      (9 )      (37 )       
Loss on held for sale properties     (452 )            (815 )       
Net loss from discontinued operations     (464 )      (9 )      (852 )       
Net loss from discontinued operations attributable to non-controlling interests     24             36        
Net loss from discontinued operations attributable to stockholders     (440 )      (9 )      (816 )       
Net loss     (3,639 )      (685 )      (2,680 )       
Net loss attributable to non-controlling interests     165       35       105        
Net loss attributable to stockholders   $ (3,474 )    $ (650 )    $ (2,575 )    $  
Other data:
                                   
Net loss per common share from continuing operations attributable to common
stockholders – basic and diluted
  $ (0.38 )    $ (1.25 )    $ (0.86 )    $  
Net loss per common share attributable to common stockholders – basic and diluted   $ (0.43 )    $ (1.27 )    $ (1.26 )    $  
Weighted-average number of common shares outstanding, basic and diluted     8,543,365       511,452       2,045,320       1,000  

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Selected Historical Financial Information of ARCT III

The following selected historical financial information for the year ended December 31, 2011 and the period from October 15, 2010 (date of inception) to December 31, 2010 and the selected balance sheet data as of December 31, 2011 and 2010 have been derived from ARCT III’s audited consolidated financial statements, which are included in Appendix II to this joint proxy statement/prospectus.

The selected historical financial information for each of the nine-month periods ended September 30, 2012 and 2011, and as of September 30, 2012 has been derived from ARCT III’s unaudited consolidated financial statements, which are included in Appendix II to this joint proxy statement/prospectus. The selected historical financial information as of September 30, 2011 has been derived from ARCT III’s unaudited consolidated financial statements, included in Appendix II to this joint proxy statement/prospectus. In ARCT III’s opinion, such unaudited financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim September 30, 2012 financial information. Interim results for the nine months ended and as of September 30, 2012 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2012.

You should read this selected historical financial information together with the financial statements included in reports that are included in Appendix II to this joint proxy statement/prospectus and their accompanying notes and management’s discussion and analysis of operations and financial condition of ARCT III contained in such reports.

       
  Historical as of September 30,   Historical as of December 31,
     2012   2011   2011   2010
     (In thousands)
Total real estate investments, at cost   $ 945,338     $ 12,083     $ 72,453     $  
Total assets     1,653,387       19,488       89,997       402  
Mortgage notes payable     156,730             5,060        
Total liabilities     175,264       805       6,541       202  
Total stockholders’ equity     1,475,123       18,683       83,456       200  
Total equity     1,478,123       18,683       83,456       200  

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      Historical Results
     Historical Results for the
Nine Months Ended September 30,
  For theYear Ended December 31, 2011   For the
Period From October 15, 2010 (Date of Inception) to December 31, 2010
     2012   2011
     (In thousands, except for per share data)
Total revenue   $ 25,546     $ 8     $ 795     $  
Expenses:
                                   
Acquisition and transaction related costs     24,087       420       2,023        
Property operating     1,102       2       67        
Operating fees to affiliates     212              
General and administrative     797       180       295        
Depreciation and amortization     16,213             499        
Total operating expenses     42,411       602       2,884        
Operating income (loss)     (16,865 )      (594 )      (2,089 )       
Other income (expenses):
                                   
Interest expense     (4,723 )            (36 )       
Other income, net     273             1        
Total other expenses     (4,450 )            (35 )       
Net loss     (21,315 )      (594 )      (2,124 )       
Net loss attributable to non-controlling interests                        
Net loss attributable to stockholders   $ (21,315 )    $ (594 )    $ (2,124 )    $  
Other data:
 
Net loss per common share attributable to common stockholders – basic and diluted   $ (0.30 )    $ (2.43 )    $ (1.20 )    $  
Weighted-average number of common shares outstanding, basic and diluted     72,007,149       244,217       1,763,190       20,000  

Selected Unaudited Pro Forma Consolidated Financial Information

The following tables set forth selected unaudited pro forma consolidated financial information. The pro forma consolidated financial information combines the historical financial statements of ARCP and ARCT III after giving effect to the merger using the carryover basis of accounting as ARCP and ARCT III are considered to be entities under common control under U.S. GAAP and ARCP’s preliminary estimates, assumptions and pro forma adjustments as described below and in the accompanying notes to the unaudited pro forma consolidated financial information.

The unaudited pro forma consolidated financial information should be read in conjunction with ARCP’s historical consolidated financial statements and ARCT III’s historical consolidated financial statements, including the notes thereto, which are included in Appendix I and II to this joint proxy statement/prospectus.

The selected unaudited pro forma consolidated financial information has been derived from and should be read in conjunction with the unaudited pro forma consolidated financial information and accompanying notes included in this joint proxy statement/prospectus beginning on page F-1.

The unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not purport to be indicative of the results that would actually have occurred if the transactions described above had occurred as presented in such statements or that may be obtained in the future. In addition, future results may vary significantly from the results reflected in such statements.

Unaudited Comparative Per Share Information

The following tables set forth, for the nine months ended September 30, 2012 and for the year ended December 31, 2011, selected per share information for ARCP common stock on a historical and pro forma combined basis and for ARCT III common stock on a historical and pro forma equivalent basis, each on an

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unaudited basis after giving effect to the merger using the carryover basis of accounting. The data is derived from and should be read in conjunction with the ARCP and ARCT III audited consolidated financial statements and related notes, the unaudited condensed consolidated interim financial statements of ARCP and ARCT III and related notes, and the unaudited pro forma condensed consolidated financial information and related notes, which are included elsewhere in this joint proxy statement/prospectus.

The pro forma consolidated ARCT III equivalent information shows the effect of the merger from the perspective of an owner of ARCT III common stock.

The unaudited pro forma consolidated per share data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transactions had been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of future operating results or financial position. The pro forma adjustments are estimates based upon information and assumptions available at the time of the filing of this joint proxy statement/prospectus.

The pro forma income from continuing operations per share includes the combined income (loss) from continuing operations of ARCP and ARCT III on a pro forma basis as if the transactions were consummated on January 1, 2011.

       
  ARCP   ARCT III
     Historical   Pro Forma Combined   Historical   Pro Forma Equivalent
For the Nine Months Ended September 30, 2012
                                   
Loss from continuing operations attributable to common stockholders per common share
                                   
Basic   $ (0.38 )    $ 0.00     $ (0.30 )    $ 0.00  
Diluted   $ (0.38 )    $ 0.00     $ (0.30 )    $ 0.00  
Dividends declared per common share   $ 0.66     $ 0.66     $ 0.49     $ 0.63  
Book value per common share   $ 7.90     $ 6.90     $ 8.41     $ 6.55  
For the Year Ended December 31, 2011
                                   
Loss from continuing operations attributable to common stockholders per common share
                                   
Basic   $ (0.86 )    $ 1.02     $ (1.20 )    $ 0.97  
Diluted   $ (0.86 )    $ 1.02     $ (1.20 )    $ 0.97  
Dividends declared per common share   $ 0.22     $ 0.22     $ 0.17     $ 0.21  
Book value per common share   $ 7.32     $ 6.62     $ 8.06     $ 6.29  

Comparative ARCP and ARCT III Market Price and Dividend Information

ARCP’s Market Price Data

ARCP’s common stock is listed on the NASDAQ under the symbol “ARCP.” This table sets forth, for the periods indicated, the high and low sales prices per share of ARCP’s common stock, as reported by the NASDAQ, and distributions declared per share of ARCP common stock.

     
  Price Per Share
of Common Stock
  Distributions Declared
Per Share(1)
     High   Low
2011
                          
Third Quarter (September 7 – September 30)   $ 12.75     $ 10.10     $  
Fourth Quarter   $ 12.00     $ 10.05     $ 0.21875  
2012
                          
First Quarter   $ 11.65     $ 10.39     $ 0.21917  
Second Quarter   $ 11.34     $ 10.00     $ 0.22042  
Third Quarter   $ 10.43     $ 12.50     $ 0.22167  

(1) Common stock cash distributions are currently declared monthly by ARCP, based on financial results for the prior months.

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ARCT III’s Distribution Data

There is no established public trading market for shares of ARCT III common stock. This table sets forth, for the periods indicated, the aggregate amount of cash distributions paid, including distributions reinvested pursuant to the distribution reinvestment plan, during such quarter.

 
  Total Cash
Distributions
Paid (in thousands)(1)
2012
        
First Quarter   $ 1,997  
Second Quarter   $ 7,387  
Third Quarter   $ 17,669  

(1) ARCT III's distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month at a rate of $0.001803279 per day.

On September 30, 2012, the ARCP Board authorized and ARCP declared an increase to ARCP’s annual dividend rate to $0.895 per share, which began to accrue on November 9, 2012. On December 15, 2012, ARCP paid a monthly dividend of $0.07458 per share to stockholders of record at the close of business on December 8, 2012. If ARCP continues to pay monthly cash dividends at the rate of $0.07458 per share after the merger, this dividend, from the perspective of a holder of ARCT III common stock, would be equivalent to a monthly dividend of approximately $0.07085 per share of ARCT III common stock, based on the exchange ratio of 0.95.

Recent Closing Prices

The following table sets forth the closing per share sales prices of ARCP’s common stock as reported on the NASDAQ, respectively, on December 14, 2012, the last full trading day before the public announcement of the execution of the merger agreement by ARCP and ARCT III, and on January 18, 2013, the latest practicable trading day before the date of this joint proxy statement/prospectus:

 
  ARCP Common Stock
December 14, 2012   $ 12.90  
January 18, 2013   $ 13.81  

The market price of ARCP common stock will fluctuate between the date of this joint proxy statement/prospectus and the effective time of the merger. Because the number of shares of ARCP common stock to be issued in connection with the merger for each share of ARCT III common stock is fixed in the merger agreement, the market value of ARCP common stock to be received by ARCT III stockholders at the effective time of the merger may vary significantly from the prices shown in the table above.

Following the transaction, ARCP common stock will continue to be listed on the NASDAQ. ARCP has agreed to use its reasonable best efforts to cause the shares of ARCP common stock to be issued to ARCT III stockholders pursuant to the merger agreement to be approved for listing on the NASDAQ prior to the effective time of the merger, subject to official notice of issuance. If the merger is completed, shares of ARCT III common stock will be deregistered under the Exchange Act.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote for (i) if you are an ARCP stockholder, the issuance of shares of ARCP common stock to ARCT III stockholders in connection with the merger, and the approval or the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies to approve the issuance of shares or (ii) if you are an ARCT III stockholder, the approval of the merger and other transactions contemplated by the merger agreement and the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement. In addition, you should read and consider the risks associated with each of the businesses of ARCP and ARCT III because these risks will also affect the combined company. Risks in relation to ARCP can be found in ARCP’s Annual Report on Form 10-K for the year ended December 31, 2011 and other reports filed by ARCP with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 158.

Risk Factors Relating to the Merger

The exchange ratio is fixed and will not be adjusted in the event of any change in either ARCP’s or ARCT III’s stock price.

Upon the consummation of the merger, each share of ARCT III common stock will be converted into the right to receive, at the election of the holder of such share of ARCT III common stock, (a) 0.95 of a share of ARCP common stock, with cash paid in lieu of fractional shares, or (b) cash equal to $12.00, at the election of ARCT III stockholders (subject to proration in accordance with the merger agreement). The stock exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of ARCP common stock or the value of ARCT III common stock. Changes in the price of ARCP common stock prior to the merger will affect the market value of the merger consideration that ARCT III stockholders electing to receive ARCP common stock will receive on the date of the merger. Stock price changes may result from a variety of factors (many of which are beyond our control), including the following factors:

market reaction to the announcement of the merger and the prospects of the combined company;
changes in our respective businesses, operations, assets, liabilities and prospects;
changes in market assessments of the business, operations, financial position and prospects of either company;
market assessments of the likelihood that the merger will be completed;
interest rates, general market and economic conditions and other factors generally affecting the price of ARCP’s and ARCT III’s common stock;
federal, state and local legislation, governmental regulation and legal developments in the businesses in which ARCT III and ARCP operate; and
other factors beyond the control of ARCP and ARCT III, including those described or referred to elsewhere in this “Risk Factors” section.

The price of ARCP common stock at the consummation of the merger may vary from its price on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the special meetings of ARCP and ARCT III. As a result, the market value of the merger consideration represented by the stock exchange ratio will also vary. For example, based on the range of closing prices of ARCP common stock during the period from December 14, 2012, the last trading day before public announcement of the merger, through January 18, 2013, the latest practicable date before the date of this joint proxy statement/prospectus, the exchange ratio of 0.95 shares of ARCP common stock represented a market value ranging from a low of $12.10 to a high of $13.39.

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Because the merger will be completed after the date of the special meetings, at the time of your special meeting, you will not know the exact market value of the ARCP common stock that ARCT III stockholders electing to receive ARCP common stock will receive upon completion of the merger. You should, therefore, consider the following two risks:

If the price of ARCP common stock increases between the date the merger agreement was signed or the date of the ARCP special meeting and the effective time of the merger, ARCT III stockholders electing to receive ARCP common stock will receive shares of ARCP common stock that have a market value upon completion of the merger that is greater than the market value of such shares calculated pursuant to the stock exchange ratio when the merger agreement was signed or the date of the ARCP special meeting, respectively. Therefore, while the number of shares of ARCP common stock to be issued per share of ARCT III common stock (for which a stock election is made) is fixed, ARCP stockholders cannot be sure of the market value of the consideration that will be paid to ARCT III stockholders electing to receive ARCP common stock upon completion of the merger.
If the price of ARCP common stock declines between the date the merger agreement was signed or the date of the ARCT III special meeting and the effective time of the merger, including for any of the reasons described above, ARCT III stockholders electing to receive ARCP common stock will receive shares of ARCP common stock that have a market value upon completion of the merger that is less than the market value of such shares calculated pursuant to the stock exchange ratio on the date the merger agreement was signed or on the date of the ARCT III special meeting, respectively. Therefore, while the number of shares of ARCP common stock to be issued per share of ARCT III common stock (for which a stock election is made) is fixed, ARCT III stockholders electing to receive ARCP common stock cannot be sure of the market value of the ARCP common stock they will receive upon completion of the merger or the market value of ARCP common stock at any time after the completion of the merger.

In addition, the value of ARCT III common stock at the consummation of the merger may vary from its value on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the special meetings of ARCP and ARCT III. As a result, the market value of ARCT III common stock could be more or less than $12.00, which represents the merger consideration payable if an ARCT III stockholder elects to receive cash (subject to any proration, as discussed herein).

You cannot be certain of the form of merger consideration that you will receive for all of your shares.

In no event will the cash consideration by ARCP be paid with respect to more than 30% of the shares of ARCT III common stock outstanding immediately prior to the effective time of the merger (other than shares held by ARCP or any of its subsidiaries). If the number of shares of ARCT III common stock for which a valid election to receive cash is made is more than 30% of the outstanding shares of ARCT III common stock not held by ARCP or any of its subsidiaries, a pro rata portion of the shares for which a valid election to receive cash is made will be converted into the right to receive ARCP common stock in order to avoid exceeding such 30% cash “cap.” If such a proration is required, holders of ARCT III common stock who elected to receive cash may receive a portion of their consideration in ARCP common stock. Accordingly, there is a risk that you will receive a portion of the merger consideration in the form that you do not choose, which could result in, among other things, tax consequences that differ from those that would have resulted had you received the form of consideration you elected. See “Material U.S. Federal Income Tax Consequences” beginning on page 100.

The merger and related transactions are subject to approval by stockholders of both ARCP and ARCT III.

In order for the merger to be completed, ARCT III stockholders must approve the merger and the other transactions contemplated by the merger agreement, which requires the affirmative vote of the holders of at least a majority of the outstanding shares of ARCT III common stock entitled to vote on such proposal. In addition, while a vote of ARCP stockholders is not required to approve the merger, ARCP’s stockholders’ approval is required under applicable NASDAQ rules in order for ARCP to be authorized to issue the shares of ARCP common stock to ARCT III stockholders as part of the merger consideration. Approval of the issuance of shares of ARCP common stock to ARCT III stockholders under NASDAQ rules requires approval

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of at least a majority of the total votes cast, provided that the total votes cast represent at least a majority of the outstanding shares of ARCP common stock entitled to vote on such proposal. If either or both of these required votes is not obtained by May 31, 2013 (subject to the right of each of ARCP and ARCT III to extend such date by up to 60 days), the merger may not be consummated. The failure to achieve expected benefits and unanticipated costs relating to the merger could reduce ARCP’s financial performance.

ARCP and ARCT III stockholders will be diluted by the merger.

The merger will dilute the ownership position of the current ARCP stockholders and result in ARCT III stockholders having an ownership stake in ARCP that is smaller than their current stake in ARCT III. Following the issuance of shares of ARCP common stock to ARCT III stockholders pursuant to the merger agreement, assuming 70% of the merger consideration is paid in the form of shares of ARCP common stock, ARCP stockholders and the former ARCT III stockholders are expected to hold approximately 9% and 91%, respectively, of the combined company’s common stock outstanding immediately after the merger, based on the number of shares of common stock of each of ARCP and ARCT III currently outstanding and various assumptions regarding share issuances by each of ARCP and ARCT III prior to the effective time of the merger (provided, however, such dilution could be greater than described herein depending on the number of shares of ARCT III common stock with respect to which ARCT III stockholders make stock elections). Consequently, ARCP stockholders and ARCT III stockholders, as a general matter, will have less influence over the management and policies of ARCP after the merger than each exercise over the management and policies of ARCP and ARCT III, as applicable, immediately prior to the merger.

If the merger does not occur, one of the companies may incur payment obligations to the other.

If the merger agreement is terminated under certain circumstances, ARCT III may be obligated to pay ARCP up to $10 million in expense reimbursement, or ARCP may be required to pay ARCT III up to $10 million in expense reimbursement. See “The Merger Agreement — Termination of the Merger Agreement — Expenses Payable by ARCT III to ARCP” beginning on page 138 and “The Merger Agreement — Termination of the Merger Agreement — Expenses Payable by ARCP to ARCT III” beginning on page 138.

Failure to complete the merger could negatively impact the future business and financial results of ARCP and ARCT III.

If the merger is not completed, the ongoing businesses of ARCP and ARCT III could be adversely affected and each of ARCP and ARCT III will be subject to several risks, including the following:

ARCT III being required, under certain circumstances, to pay to ARCP up to $10 million in expense reimbursement or ARCP being required, under certain circumstances, to pay to ARCT III up to $10 million in expense reimbursement;
having to pay certain costs relating to the proposed merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and
diversion of management focus and resources from operational matters and other strategic opportunities while working to implement the merger.

If the merger is not completed, these risks could materially affect the business, financial results and stock prices of ARCP or ARCT III.

The pendency of the merger could adversely affect the business and operations of ARCP and ARCT III.

In connection with the pending merger, some customers or vendors of each of ARCP and ARCT III may delay or defer decisions, which could negatively impact the revenues, earnings, cash flows and expenses of ARCP and ARCT III, regardless of whether the merger is completed. In addition, due to operating covenants in the merger agreement, each of ARCP and ARCT III may be unable, during the pendency of the merger, to pursue certain strategic transactions, undertake certain significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions that are not in the ordinary course of business, even if such actions would prove beneficial.

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Some of the directors and executive officers of each of ARCT III and ARCP have interests in seeing the merger completed that are different from, or in addition to, those of the other ARCT III stockholders and ARCP stockholders, respectively.

Some of the directors and executive officers of each of ARCT III and ARCP have arrangements that provide them with interests in the merger that are different from, or in addition to, those of the ARCT III stockholders and the ARCP stockholders, respectively. These interests include, among other things, a letter agreement, a legal services reimbursement agreement and a transition services agreement. These interests, among other things, may influence the directors and executive officers of each of ARCT III and ARCP to support or approve the merger. See “The Merger — Interests of ARCT III’s Directors and Executive Officers in the Merger” beginning on page 92 and “The Merger — Interests of ARCP’s Directors and Executive Officers in the Merger.”

The merger agreement contains provisions that could discourage a potential competing acquirer of ARCT III or ARCP or could result in any competing proposal being at a lower price than it might otherwise be.

The merger agreement contains “no shop” provisions that, subject to limited exceptions, restrict each of ARCT III’s and ARCP’s ability to solicit, encourage, facilitate or discuss competing third-party proposals to acquire all or a significant part of ARCT III or ARCP, respectively. In addition, each company generally has an opportunity to offer to modify the terms of the proposed merger in response to any competing acquisition proposals that may be made before the board of directors of the other company may withdraw or qualify its recommendation. Upon termination of the merger agreement in certain circumstances, ARCT III may be required to pay an expense reimbursement to ARCP, and in certain other circumstances, ARCP may be required to pay an expense reimbursement to ARCT III. See “The Merger Agreement — Covenants and Agreements — No Solicitation of Transactions by ARCT III or ARCP” beginning on page 133, “The Merger Agreement — Termination of the Merger Agreement — Expenses Payable by ARCT III to ARCP” beginning on page 138, and “The Merger Agreement — Termination of the Merger Agreement — Expenses Payable by ARCP to ARCT III” beginning on page 138.

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of ARCT III or ARCP from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the expense reimbursement that may become payable in certain circumstances.

The merger agreement contains provisions that grant the ARCT III Board with a general ability to terminate the merger agreement based on the exercise of the directors’ duties.

ARCT III may terminate the merger agreement if its board of directors determines in good faith, after consultation with outside legal counsel, that failure to change its recommendation with respect to the merger (and to terminate the merger agreement) would be inconsistent with the directors’ duties under applicable law. If the merger is not completed, the ongoing businesses of ARCP and ARCT III could be adversely affected and each of ARCP and ARCT III will be subject to several risks, including the risks described elsewhere in this “Risk Factors” section.

There may be unexpected delays in the consummation of the merger, which could impact the ability to timely achieve the benefits associated with the merger.

The merger is expected to close during the first quarter of 2013 assuming that all of the conditions in the merger agreement are satisfied or waived. The merger agreement provides that either ARCP or ARCT III may terminate the merger agreement if the merger has not occurred by May 31, 2013 (subject to the right of each of ARCP and ARCT III to extend this date by up to 60 days). Certain events may delay the consummation of the merger. Some of the events that could delay the consummation of the merger include difficulties in obtaining the approval of ARCT III stockholders or ARCP stockholders or satisfying the other closing conditions to which the merger is subject.

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The merger is subject to a number of conditions which, if not satisfied or waived, would adversely impact ARCP’s ability to complete the transactions.

The merger, which is expected to close during the first quarter of 2013, is subject to certain closing conditions, including, among other things (a) amendment and restatement of the Management Agreement, (b) the effectiveness of this registration statement on Form S-4 pursuant to which shares of ARCP common stock will be issued, (c) the approval of the merger by at least a majority of all the votes entitled to be cast on the matter by the holders of all of ARCT III’s outstanding shares of common stock, (d) the approval of the issuance of ARCP common stock to the ARCT III stockholders of at least a majority of the votes cast by ARCP stockholders (provided the total number of votes cast constitutes a quorum), (e) the accuracy of the other parties’ representations and warranties and compliance with covenants, subject in each case to materiality standards, and (f) delivery of tax opinions. There can be no assurance these conditions will be satisfied or waived, if permitted or the occurrence of any effect, event, development or change will not transpire. Therefore, there can be no assurance with respect to the timing of the closing of the merger or whether the merger will be completed at all.

If the proposed credit facility transactions do not close, ARCP will need to replace the funding that will be used to finance a portion of the cash consideration and other merger costs.

ARCP will need additional funding to consummate the mergers. ARCP intends to pay for cash elections by ARCT III stockholders using a combination of (i) ARCT III’s and ARCP’s available cash on hand and (ii) $1.2 billion of financing, consisting of a $1.0 billion credit facility (under which ARCT III has obtained a commitment for $650.0 million, and which contains an “accordion” feature to allow ARCT III, under certain circumstances, to increase the commitments thereunder by $350.0 million), borrowings under which will be subject to borrowing base availability, and a $200.0 million bridge facility (of which $200.0 million is committed but subject to reduction to the extent the committing lender provides a commitment under the credit facility described above). These commitments are subject to customary conditions for these types of financings, including, but not limited to (1) the completion of due diligence review of the assets, liabilities and properties of ARCP and the ARCT III OP and their respective subsidiaries, (2) the negotiation and execution of definitive loan documentation, (3) the absence of any change, occurrence or development that has had, or could reasonably be expected to result in, (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties or liabilities of ARCP and the ARCT III OP and their respective subsidiaries, or (b) a material impairment of the rights and remedies of the respective credit facility lenders and agents under the definitive documentation for such credit facilities, (4) the absence of any material adverse change or material disruption in the loan syndication, financial, banking or capital markets that has impaired or could reasonably be expected to impair the syndication of the credit facilities, (5) the negotiation, execution and delivery of definitive documentation concerning intercreditor arrangements among the respective credit facility lenders and agents and, (6) repayment of ARCT III’s existing senior secured credit facility.

There can be no assurance that ARCP will receive the fundings under the credit facilities described above, that ARCP will finance the mergers as anticipated or that ACRP will not subsequently enter into alternative financing arrangements, including debt or equity financing or the potential sales of properties to third parties, to fund all or a portion of the cash consideration and other merger costs. If the funding transactions are not consummated, ARCP will need to finance a portion of the cash consideration and other merger costs by other means, which may result in ARCP’s incurring increased interest and fees, and being subject to different terms and conditions generally, on any such replacement financing. The interest rate, fees payable and terms and conditions generally, on any such replacement financing will depend on prevailing market conditions at the time. If ARCP is unable to obtain adequate funding for the cash consideration and other merger costs, ARCP will be unable to consummate the mergers.

If the merger is not consummated by May 31, 2013 (unless extended by either party), either ARCP or ARCT III may terminate the merger agreement.

Either ARCP or ARCT III may terminate the merger agreement if the merger has not been consummated by May 31, 2013, unless either ARCP or ARCT III exercises its right to extend such date for a period of no more than 60 days. However, this termination right will not be available to a party if that party failed to fulfill its obligations under the merger agreement and that failure was a principal cause of, or resulted in, the failure

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to consummate the merger. For more information, please see the section titled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 138.

Risk Factors Relating to ARCP Following the Merger

ARCP expects to incur substantial expenses related to the merger.

ARCP expects to incur substantial expenses in connection with completing the merger and integrating the business, operations, networks, systems, technologies, policies and procedures of ARCT III that ARCP is acquiring with those of ARCP. There are several systems that must be integrated, including accounting and finance and asset management. While ARCP has assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of its integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction and integration expenses associated with the merger could, particularly in the near term, exceed the savings that ARCP expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses following the completion of the merger.

The ARCT III Advisor will only provide support for a limited period of time under the ARCT III Advisory Agreement.

The ARCT III Advisory Agreement, which requires the ARCT III Advisor to provide certain services to ARCT III, including asset management, advisory services, and other essential services, has been terminated and will expire 60 days following the consummation of the merger, which we anticipate will occur during the first quarter of 2013. To the extent the employees and infrastructure of the combined company cannot adequately provide any such services to the combined company after the expiration of the advisory agreement, the operations and the market price of the combined company’s common stock would be adversely affected.

Following the merger, the combined company may be unable to integrate successfully the businesses of ARCP and ARCT III and realize the anticipated benefits of the merger or do so within the anticipated timeframe.

The merger involves the combination of two companies which currently operate as independent public companies. Even though the companies are operationally similar, the combined company will be required to devote significant management attention and resources to integrating the business practices and operations of ARCP and ARCT III. It is possible that the integration process could result in the distraction of the combined company’s management, the disruption of the combined company’s ongoing business or inconsistencies in the combined company’s operations, services, standards, controls, procedures and policies, any of which could adversely affect the ability of the combined company to maintain relationships with tenants, vendors and employees or to fully achieve the anticipated benefits of the merger.

The future results of the combined company will suffer if the combined company does not effectively manage its expanded operations following the merger.

Following the merger, the combined company may continue to expand its operations through additional acquisitions and other strategic transactions, some of which may involve complex challenges. The future success of the combined company will depend, in part, upon its ability to manage its expansion opportunities, integrate new operations into its existing business in an efficient and timely manner, successfully monitor its operations, costs, regulatory compliance and service quality, and maintain other necessary internal controls. The combined company cannot assure you that its expansion or acquisition opportunities will be successful, or that the combined company will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.

Payment of fees to the ARCP Manager and the ARCT III Advisor reduces cash available for investment and distribution.

The ARCP manager will perform services for the combined company in connection with the selection, acquisition, financing, leasing and management of the combined company and its properties. The ARCP Manager will be paid substantial fees for these services, which reduce the amount of cash available for

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investment in properties or distribution to stockholders. Such fees and reimbursements include: (i) a management fee payable to the ARCP Manager equal to 0.50% per annum of its average unadjusted book value of the combined company’s real estate assets up to $3.0 billion, plus 0.40% per annum of such average unadjusted book value in excess of $3.0 billion, calculated and payable monthly in advance; (ii) incentive fees equal to the difference between (1) the product of (x) 20% and (y) the difference between (I) the combined company’s Core Earnings (as defined below) for the previous 12-month period, and (II) the product of (A) the weighted average of the issue price per share of the combined company’s common stock of all of the combined company’s public offerings of common stock multiplied by the weighted average number of all shares of the combined company’s common stock outstanding (including any restricted shares of common stock and other shares of common stock underlying awards granted under one or more of the combined company’s equity incentive plans) in the previous 12-month period, and (B) 8.00%, and (2) the sum of any incentive fee paid to the ARCP Manager with respect to the first three calendar quarters of such previous 12-month period; provided, however, that no incentive fee is payable with respect to any calendar quarter unless Core Earnings for the 12 most recently completed calendar quarters is greater than zero; and (iii) reimbursement for all out-of-pocket costs actually incurred by the ARCP Manager in connection with the performance of services under the acquisition and capital services agreement, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence. For the purpose of calculating incentive fees, “Core Earnings” means the net income (loss), computed in accordance with U.S. GAAP, excluding (i) non-cash equity compensation expense, (ii) incentive compensation, (iii) acquisition fees, (iv) financing fees, (v) depreciation and amortization, (vi) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, and (vii) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between the ARCP Manager and the Independent Directors and approved by a majority of the Independent Directors.

Additionally, pursuant to the ARCT III Side Letter, the ARCT III Advisor and the ARCT III OP agreed that the Second Amended and Restated Advisory Agreement will be extended for a 60 day period following the closing date of the merger. See “Side Letters.” During such time, the ARCT III Advisor will be entitled to receive certain fees, which reduce the amount of cash available for investment in properties or distribution to stockholders.

ARCP is more highly leveraged than ARCT III and may become increasingly leveraged after the consummation of the merger.

Upon consummation of the merger, the combined company will be more highly leveraged than ARCP and ARCT III on an absolute basis and more highly leveraged than ARCT III as a percentage of total assets, thereby exposing ARCP to greater risk and possible limitations on future capital plans and acquisitions, if any. In connection with the merger, ARCP expects to assume ARCT III’s existing mortgage debt, which as of September 30, 2012, aggregated approximately $156.7 million. In addition, the combined company expects to have access to $1.2 billion of debt, subject to certain conditions. The combined company’s degree of leverage could affect its ability to obtain any additional financing in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes. The combined company’s degree of leverage could also make the combined company more vulnerable to a downturn in business or the economy generally. If the combined company becomes more leveraged in the future, the resulting increase in debt service requirements could cause it to default on its obligations, which could materially and adversely affect the combined company.

The market price of ARCP common stock may decline as a result of the merger.

The market price of ARCP common stock may decline as a result of the merger if the combined company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts, or the effect of the merger on ARCP’s financial results is not consistent with the expectations of financial or industry analysts.

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In addition, following the effective time of the merger, ARCP stockholders and former ARCT III stockholders will own interests in a combined company operating an expanded business with a different mix of properties, risks and liabilities. Current stockholders of ARCP and ARCT III may not wish to continue to invest in the combined company, or for other reasons may wish to dispose of some or all of their shares of ARCP common stock. If, following the effective time of the merger, there is selling pressure on ARCP common stock that exceeds demand on the market price, the price of ARCP common stock could decline.

After the merger is completed, ARCT III stockholders who receive ARCP common stock in the merger will have different rights that may be less favorable than their current rights as ARCT III stockholders.

After the consummation of the merger, ARCT III stockholders who receive ARCP common stock in the merger will have different rights than they currently have as ARCT III stockholders, including without limitation, voting rights and access to records. For a detailed discussion of the significant differences between your rights as a stockholder of ARCT III and your rights as a stockholder of ARCP, see “Comparison of Rights of ARCP Stockholders and ARCT III Stockholders” beginning on page 15.

ARCP cannot assure you that it will be able to continue paying dividends at the current rate.

As noted elsewhere in this joint proxy statement/prospectus, ARCP plans to continue its current monthly dividend practices following the merger. However, ARCP stockholders may not receive the same dividends following the merger for various reasons, including the following:

as a result of the merger and the issuance of shares of ARCP common stock in connection with the merger, the total amount of cash required for ARCP to pay dividends at its current rate will increase;
ARCP may not have enough cash to pay such dividends due to changes in ARCP’s cash requirements, capital spending plans, cash flow or financial position;
decisions on whether, when and in which amounts to make any future distributions will remain at all times entirely at the discretion of the ARCP Board, which reserves the right to change ARCP’s dividend practices at any time and for any reason;
ARCP may desire to retain cash to maintain or improve its credit ratings; and
the amount of dividends that ARCP’s subsidiaries may distribute to ARCP may be subject to restrictions imposed by state law, restrictions that may be imposed by state regulators and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.

ARCP’s stockholders have no contractual or other legal right to dividends that have not been declared.

An adverse judgment in a lawsuit challenging the merger may prevent the merger from becoming effective or from becoming effective within the expected timeframe.

If any purported stockholders file lawsuits challenging the merger, we cannot assure you as to the outcome of these lawsuits, including the costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation or settlement of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the merger on the agreed-upon terms, such an injunction may prevent the completion of the merger in the expected time frame, or may prevent it from being completed altogether. Whether or not the plaintiffs’ claims are successful, this type of litigation is often expensive and diverts management’s attention and resources, which could adversely affect the operation of our businesses.

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Counterparties to certain significant agreements with ARCP and/or ARCT III may have consent rights in connection with the merger.

Each of ARCP and ARCT III is party to certain agreements that give the counterparty certain rights, including consent rights, in connection with “change in control” transactions. Under certain of these agreements, the merger may constitute a “change in control” and, therefore, the counterparty may assert its rights in connection with the merger. Any such counterparty may request modifications of its agreements as a condition to granting a waiver or consent under those agreements and there can be no assurance that such counterparties will not exercise their rights under the agreements, including termination rights where available. In addition, the failure to obtain consent under one agreement may be a default under agreements and, thereby, trigger rights of the counterparties to such other agreements, including termination rights where available.

ARCP may incur adverse tax consequences if ARCT III has failed or fails to qualify as a REIT for U.S. federal income tax purposes.

If ARCT III has failed or fails to qualify as a REIT for U.S. federal income tax purposes and the merger is completed, ARCP may inherit significant tax liabilities and could lose its REIT status should disqualifying activities continue after the merger.

REITs are subject to a range of complex organizational and operational requirements.

In order to qualify as a REIT, ARCP must distribute to its stockholders with respect to each taxable year at least 90% of its REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), without regard to the deduction for dividends paid and excluding net capital gain. A REIT must also meet certain requirements with respect to the nature of its income and assets, and the ownership of its stock. For any taxable year that ARCP fails to qualify as a REIT, it will not be allowed a deduction for dividends paid to its stockholders in computing taxable income and thus would become subject to U.S. federal income tax as if it were a regular taxable corporation. In such an event, ARCP could be subject to potentially significant tax liabilities. Unless entitled to relief under certain statutory provisions, ARCP would also be disqualified from treatment as a REIT for the four taxable years following the year in which it lost its qualification. If ARCP failed to qualify as a REIT, the market price of ARCP common stock may decline, and ARCP may need to reduce substantially the amount of distributions to its stockholders because of its increased tax liability. For a more detailed discussion of the complex organizational and operational requirements applicable to REITS, see “Material U.S. Federal Income Tax Consequences.”

ARCP’s anticipated level of indebtedness will increase upon completion of the merger and will increase the related risks ARCP now faces.

In connection with the merger, ARCP will incur additional indebtedness and will assume certain indebtedness of ARCT III, as a result of which ARCP will be subject to increased risks associated with such debt financing, including an increased risk that the combined company’s cash flow could be insufficient to meet required payments on its debt. As of January 18, 2013, ARCP had indebtedness of $160.3 million. Taking into account ARCP’s existing indebtedness, the incurrence of additional indebtedness in connection with the merger, and the assumption of indebtedness in the merger, ARCP’s pro forma consolidated indebtedness as of January 18, 2013, after giving effect to the merger, would be approximately $1.3 billion.

ARCP’s increased indebtedness could have important consequences to holders of its common stock and preferred stock, including ARCT III stockholders who receive ARCP common stock in the merger, including:

increasing ARCP’s vulnerability to general adverse economic and industry conditions;
limiting ARCP’s ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements;
requiring the use of a substantial portion of ARCP’s cash flow from operations for the payment of principal and interest on its indebtedness, thereby reducing its ability to use its cash flow to fund working capital, acquisitions, capital expenditures and general corporate operating requirements;

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limiting ARCP’s flexibility in planning for, or reacting to, changes in its business and its industry; and
putting ARCP at a disadvantage compared to its competitors with less indebtedness.

If ARCP defaults under a mortgage loan, it may automatically be in default under any other loan that has cross-default provisions, and it may lose the properties securing these loans as a result. Although ARCP anticipates that it will pay off its mortgage payables as soon as prepayment penalties and other costs make it economically feasible to do so, ARCP cannot anticipate when such payment will occur.

ARCP and ARCT III Face Other Risks.

The risks listed above are not exhaustive, and you should be aware that following the merger, ARCP and ARCT III will face various other risks, including those discussed in reports filed by ARCP and ARCT III with the SEC. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 158.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, including information included or incorporated by reference in this joint proxy statement/prospectus, may contain certain forecasts and other forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions identify forward-looking statements and any statements regarding the benefits of the merger, or ARCP’s or ARCT III’s future financial condition, results of operations and business are also forward-looking statements. Without limiting the generality of the preceding sentence, certain statements contained in the sections “The Merger — Background of the Merger,” “The Merger — Recommendation of the ARCP Board and Its Reasons for the Merger,” “The Merger — Recommendation of the ARCT III Board and Its Reasons for the Merger,” “The Merger — Certain Prospective Financial Information Reviewed by ARCP” and “The Merger — Certain Prospective Financial Information Reviewed by ARCT III” constitute forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond ARCP’s and ARCT III’s control. These include the factors described above in “Risk Factors” and under the caption “Risk Factors” in ARCP’s Annual Report on Form 10-K for the year ended December 31, 2011, as well as:

each company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments;
the nature and extent of future competition;
increases in each company’s cost of borrowing as a result of changes in interest rates and other factors;
each company’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due;
the ability and willingness of each company’s tenants to renew their leases upon expiration of the leases and each company’s ability to reposition its properties on the same or better terms in the event such leases expire and are not renewed by the tenants or in the event either company exercises its right to replace an existing tenant upon default;
the impact of any financial, accounting, legal or regulatory issues or litigation that may affect either company or its major tenants;
risks associated with the ability to consummate the merger and the timing of the consummation of the merger;
the risk that the anticipated benefits from the merger may not be realized or may take longer to realize than expected;
unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; and
each company’s ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations.

Should one or more of the risks or uncertainties described above or elsewhere in reports incorporated by reference herein occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference in this joint proxy statement/prospectus, as applicable.

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All forward-looking statements, expressed or implied, included in this joint proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that ARCP, ARCT III or persons acting on their behalf may issue.

Except as otherwise required by applicable law, ARCP and ARCT III disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section. See also “Where You Can Find More Information; Incorporation by Reference.”

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THE COMPANIES

American Realty Capital Properties, Inc. and Tiger Acquisition, LLC

ARCP is a Maryland corporation incorporated in December 2010 that qualifies as a REIT commencing with its initial taxable year ended December 31, 2011. ARCP was formed to acquire and own single-tenant, freestanding commercial real estate primarily subject to medium-term net leases with high credit quality tenants. In July 2011, ARCP commenced an initial public offering on a “reasonable best efforts” basis, which closed on September 6, 2011. ARCP common stock began trading on the NASDAQ Capital Market under the symbol “ARCP” on September 7, 2011.

Substantially all of ARCP’s business is conducted through the ARCP OP, of which ARCP is the sole general partner.

As of September 30, 2012, excluding one vacant property classified as held for sale, ARCP owned 124 properties consisting of 2.2 million square feet, 100% leased with a weighted average remaining lease term of 6.8 years. In constructing its portfolio, ARCP is committed to diversification (industry, tenant and geography). As of September 30, 2012, rental revenues derived from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 99% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). ARCP’s strategy encompasses receiving the majority of its revenue from investment grade tenants as ARCP further acquires properties and enters into (or assumes) medium-term lease arrangements.

In connection with the merger, ARCP will internalize certain property level management and leasing services and accounting activities, and in connection with such internalization, the ARCT III Advisor will sell to the ARCP OP certain furniture, fixtures, equipment and other assets used by the ARCT III Advisor in connection with managing the property level business and operations and accounting functions of ARCT III and the ARCT III OP, as described under “Side Letters” on page 142.

ARCP’s principal executive offices are located at 405 Park Avenue, 15th Floor, New York, New York 10022, and its telephone number is (212) 415-6500.

The Merger Sub is a Delaware limited liability company and a direct wholly owned subsidiary of ARCP that was formed for the purpose of entering into the merger agreement.

Additional information about ARCP and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” on page 158.

American Realty Capital Trust III, Inc.

ARCT III is a Maryland corporation incorporated in October 2010 that qualifies as a REIT commencing with its initial taxable year ended December 31, 2011. ARCT III is a non-traded REIT. ARCT III was formed to acquire a diversified portfolio of commercial real estate, which consists primarily of freestanding single tenant properties net leased to credit worthy tenants. In March 2011, ARCT III commenced an initial public offering on a “reasonable best efforts” basis to sell up to 150.0 million shares of common stock, excluding 25.0 million shares issuable pursuant to a distribution reinvestment plan, offered at a price of $10.00 per share, subject to certain volume and other discounts, which we refer to as the ARCT III IPO. In September 2011, ARCT III commenced real estate operations. The ARCT III IPO closed in September 2012. As of September 30, 2012, ARCT III had 175.4 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to ARCT III’s distribution reinvestment plan.

Substantially all of ARCT III’s business is conducted through the ARCT III OP, of which ARCT III is the sole general partner.

As of September 30, 2012, ARCT III owned 382 properties comprised of 7.9 million square feet, which were 100% leased with a weighted average remaining lease term of 12.7 years. In constructing the portfolio, ARCT III has been committed to diversification by industry, tenant and geography.

ARCT III’s principal executive offices are located at 405 Park Avenue, 15th Floor, New York, New York 10022, and its telephone number is (212) 415-6500.

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ARCT III and ARCP each were sponsored, directly or indirectly, by ARC. The ARCT III Advisor is a Delaware limited liability company wholly owned by ARC. The ARCP Manager is a Delaware limited liability company wholly owned by ARC and is ARCP’s external manager. ARC and its affiliates, including the ARCT III Advisor and ARCP Manager, provide investment, management and advisory services, as well as certain acquisition and debt capital services to ARCT III and ARCP, as applicable. ARCT III and ARCP pay management fees and certain other fees to, and reimburse certain expenses of, the ARCT III Advisor and ARCP Manager, respectively. Affiliates of ARC also provide similar services for American Realty Capital New York Recovery REIT, Inc., Phillips Edison — ARC Shopping Center REIT, Inc., American Realty Capital — Retail Centers of America, Inc., American Realty Capital Healthcare Trust, Inc., American Realty Capital Daily Net Asset Value Trust, Inc., American Realty Capital Global Trust, Inc., American Realty Capital Healthcare Trust II, Inc., a development stage REIT, and American Realty Capital Trust IV, Inc. Certain of these ARC-sponsored REITS have investment strategies substantially similar to those of ARCT III, ARCP and the combined company.

The Combined Company

ARCT III’s and ARCP’s properties consist primarily of freestanding single-tenant commercial properties leased to investment grade (as determined by major credit rating agencies) and other creditworthy tenants that are diversified by tenant, industry and geography. Both ARCP’s and ARCT III’s portfolios of real estate investment properties (excluding one vacant property held by ARCP) were 100% leased as of September 30, 2012. ARCT III’s portfolio focuses on entering into (or assuming) long-term lease arrangements and targets assets at or below replacement cost, while ARCP focuses on entering into (or assuming) medium-term leases and purchasing properties with vintage in-place rents at valuations significantly below replacement cost. As of September 30, 2012, ARCT III owned 382 properties consisting of 7.9 million square feet, which were 100% leased with a weighted average remaining lease term of 12.7 years. As of September 30, 2012, rental revenues derived by ARCT III from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 80% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). As of September 30, 2012, excluding one vacant property classified as held for sale, ARCP owned 124 properties consisting of 2.2 million square feet, which were 100% leased with a weighted average remaining lease term of 6.8 years. As of September 30, 2012, rental revenues derived by ARCP from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 99% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). The surviving entity in the merger will own a portfolio that that uniquely combines ARCT III’s portfolio of properties with stable income from high credit quality tenants, with ARCP’s portfolio, which has substantial growth opportunities. The long-term business plan for the combined company contemplates the combined portfolio consisting of approximately 70% long-term leases and 30% medium-term leases, with an average remaining lease term of 10 to 12 years. The combined portfolio is additionally expected to develop growth potential from below market leases.

After the consummation of the merger, the combined company expects to have access to up to $1.2 billion of financing, consisting of a $1.0 billion credit facility (under which ARCT III has obtained a commitment for $650.0 million, and which contains an “accordion” feature to allow ARCT III, under certain circumstances, to increase the commitments thereunder by $350.0 million), borrowings under which will be subject to borrowing base availability, and a $200.0 million bridge facility (of which $200.0 million is committed but subject to reduction to the extent the committing lender provides a commitment under the credit facility described above).

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Property Portfolio Information

At September 30, 2012, ARCP owned a diversified portfolio:

of 124 properties, excluding one vacant property classified as held for sale;
with an occupancy rate of 100%;
leased to 14 different retail and other commercial enterprises doing business in 10 separate industries;
located in 24 states;
with approximately 2.2 million square feet of leasable space; and
with an average leasable space per property of approximately 17,700 square feet.

At September 30, 2012, ARCT III owned a diversified portfolio:

of 382 properties;
with an occupancy rate of 100%;
leased to 27 different retail and other commercial enterprises doing business in 14 separate industries;
located in 42 states;
with approximately 7.9 million square feet of leasable space; and
with an average leasable space per property of approximately 20,600 square feet.

Combined Property Portfolio

As of September 30, 2012, ARCP and ARCT III, on a pro forma basis, owned a portfolio with the following characteristics:

506 properties, including 124 ARCP properties at September 30, 2012 and 382 ARCT III properties at September 30, 2012;
occupancy rate of 100%;
leased to 33 different retail and other commercial enterprises doing business in 17 separate industries;
located in 43 states;
approximately 10.1 million square feet of leasable space; and
an average leasable space per property of approximately 19,900 square feet.

The following table lists tenants whose annualized rental income on a straight-line basis represent greater than 10% of the total annualized rental income on a straight-line basis for the pro forma portfolio properties of ARCP and ARCT III as of September 30, 2012.

 
Tenant   September 30, 2012
Dollar General     17.2 % 
FedEx     14.3 % 
Citizens Bank     13.7 % 

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Set forth below are summary financial statements of the parent of the lessee of the FedEx properties included in ARCP’s and ARCT III’s portfolio on a pro forma basis as described above. FedEx Corporation currently files its financial statements in reports filed with the U.S. Securities and Exchange Commission, and the following summary financial data regarding FedEx Corporation are taken from such filings:

       
  Six Months
Ended
November 30,
2012
(Unaudited)
  Year Ended
(Amounts in Millions)   May 31, 2012
(Audited)
  May 31, 2011
(Audited)
  May 31, 2010
(Audited)
Statements of Operations Data
                                   
Revenues   $ 21,899     $ 42,680     $ 39,304     $ 34,734  
Operating income     1,460       3,186       2,378       1,998  
Net income     897       2,032       1,452       1,894  

       
(Amounts in Millions)   November 30,
2012
(Unaudited)
  May 31,
2012
(Audited)
  May 31,
2011
(Audited)
  May 31,
2010
(Audited)
Consolidated Condensed Balance Sheets
                                   
Total assets   $ 31,312     $ 29,903     $ 27,385     $ 24,902  
Long-term debt     2,241       1,250       1,667       1,668  
Total common stockholders’ investment     15,543       14,727       15,220       13,811  

Set forth below are summary financial statements of the parent guarantor of the properties included in ARCP's and ARCT III's portfolio on a pro forma basis as described above. Dollar General Corporation currently files its financial statements in reports filed with the U.S. Securities and Exchange Commission, and the following summary financial data regarding Dollar General Corporation are taken from such filings:

       
  For the 39
Weeks Ended
November 2,
2012
(Unaudited)
  Fiscal Year Ended
(Amounts in Thousands)   February 3,
2012
(Audited)
  January 28,
2011
(Audited)
  January 29,
2010
(Audited)
Consolidated Condensed Statements of Income
                                   
Net sales   $ 11,814,507     $ 14,807,188     $ 13,035,000     $ 11,796,380  
Operating profit     1,132,927       1,490,804       1,274,065       953,258  
Net income     635,240       766,685       627,857       339,442  

       
(Amounts in Thousands)   November 2,
2012
(Unaudited)
  February 3,
2012
(Audited)
  January 28,
2011
(Audited)
  January 29,
2010
(Audited)
Consolidated Condensed Balance Sheets
                                   
Total assets   $ 10,273,677     $ 9,688,520     $ 9,546,222     $ 8,863,519  
Long-term obligations     3,023,367       2,617,891       3,287,070       3,399,715  
Total liabilities     5,538,815       5,020,025       5,491,743       5,473,221  
Total shareholders’ equity     4,734,862       4,668,495       4,054,479       3,390,298  

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Set forth below are summary financial statements of the parent of the lessee of the Citizens Bank properties included in ARCP's and ARCT III's portfolio on a pro forma basis as described above. RBS Citizens, N.A. currently makes its financial statements available on the Federal Deposit Insurance Corporation website, and the following summary financial data regarding RBS Citizens, N.A. are taken from such filings:

       
  Nine Months
Ended
September 30,
2012
(Unaudited)
  Fiscal Year Ended
(Amounts in millions)   December 31,
2011
(Audited)
  December 31,
2010
(Audited)
  December 31,
2009
(Audited)
Consolidated Condensed Statements of Income
                                   
Total interest income   $ 4,873     $ 3,484     $ 4,008     $ 4,868  
Net interest income after provision for credit losses     3,523       1,230       1,289       494  
Net income (loss)     843       345       (39 )      (600 ) 

       
(Amounts in millions)   September 30,
2012
(Unaudited)
  December 31,
2011
(Audited)
  December 31,
2010
(Audited)
  December 31,
2009
(Audited)
Consolidated Condensed Balance Sheets
                                   
Total assets   $ 107,214     $ 106,941     $ 107,836     $ 116,921  
Total liabilities     88,455       88,830       90,920       100,321  
Total shareholders’ equity     18,759       18,111       16,916       16,600  

For more information, see Appendix I and Appendix II to this joint proxy statement/prospectus.

All of the following property portfolio information is provided to illustrate the combined property portfolio of ARCP and ARCT III post-merger. This information includes an illustration of the combined portfolio by industry, property type and geography, as well as a combined lease expiration schedule. The ARCP information represents quarterly information for the 124 properties owned at September 30, 2012. The ARCT III information represents quarterly information for the 382 properties owned at September 30, 2012.

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Industry Diversification

The following table sets forth certain information regarding the property portfolios classified according to the business of the respective tenants, expressed as a percentage of total rental revenue:

Percentage of Rental Revenue

     
Industries   ARCP(1)   ARCT III(2)   Combined Total
Auto Retail     2.3 %      2.6 %      2.5 % 
Auto Services           0.6 %      0.5 % 
Consumer Goods     7.9 %            1.7 % 
Consumer Products           19.7 %      15.6 % 
Discount Retail     8.0 %      23.2 %      20.0 % 
Freight     5.5 %      16.7 %      14.3 % 
Gas/Convenience           1.2 %      0.9 % 
Government Services     11.4 %      3.1 %      4.8 % 
Healthcare           4.5 %      3.5 % 
Home Maintenance     11.2 %            2.4 % 
Medical Office           1.9 %      1.5 % 
Pharmacy     5.3 %      9.6 %      8.7 % 
Restaurant           5.0 %      4.0 % 
Retail Banking     33.6 %      8.4 %      13.8 % 
Specialty Retail     12.6 %      2.3 %      4.4 % 
Storage Facility     2.2 %            0.5 % 
Supermarket           1.2 %      0.9 % 
Totals     100.0 %      100.0 %      100.0 % 

(1) Includes annualized rental revenue for all properties owned by ARCP at September 30, 2012.
(2) Includes annualized rental revenue for all properties owned by ARCT III at September 30, 2012.

Property Type Diversification

The following table sets forth certain property type information regarding the property portfolios (dollars in thousands):

ARCP

       
Property Type   Number of Properties   Approximate Leasable Square Feet   Quarterly Rental Revenue(1)   Percentage of Rental Revenue
Retail     108       749,800     $ 2,520       50.1 % 
Distribution     10       1,218,500       1,826       36.3  
Office     5       103,900       573       11.4  
Storage     1       126,700       111       2.2  
Totals     124       2,198,900     $ 5,030       100.0 % 

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ARCT III

       
Property Type   Number of Properties(2)   Approximate Leasable Square Feet   Quarterly Rental Revenue(2)   Percentage of Rental Revenue
Retail     343       2,732,800     $ 9,929       53.4 % 
Distribution     24       4,886,500       7,657       41.1  
Office     15       239,800       1,024       5.5  
Totals     382       7,859,100     $ 18,610       100.0 % 

Combined

       
Property Type   Number of Properties(2)   Approximate Leasable Square Feet   Total Quarterly Rental Revenue   Percentage of Total Quarterly Rental Revenue
Retail     451       3,482,600     $ 12,449       52.7 % 
Distribution     34       6,105,000       9,483       40.1  
Office     20       343,700       1,597       6.7  
Storage     1       126,700       111       0.5  
Totals     506       10,058,000     $ 23,640       100.0 % 

(1) Includes quarterly rental revenue for all properties owned by ARCP at September 30, 2012.
(2) Includes quarterly rental revenue for all properties owned by ARCT III at September 30, 2012.

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Geographic Diversification

The following table sets forth certain state-by-state information regarding the property portfolios (dollars in thousands):

ARCP

         
State   Number of Properties   Percent Leased   Approximate Leasable Square Feet   Quarterly Rental Revenue (1)   Percentage of Rental Revenue
Alabama     1       100 %      39,500     $ 151       3.0 % 
Alaska                              
Arizona                              
Arkansas     5       100       43,800       45       0.9  
California                              
Colorado                              
Connecticut     2       100       5,600       31       0.6  
Delaware     1       100       4,600       23       0.4  
Florida     1       100       8,900       14       0.3  
Georgia     2       100       20,900       83       1.7  
Hawaii                              
Idaho                              
Illinois     10       100       77,900       302       6.0  
Indiana     1       100       20,200       85       1.7  
Iowa     1       100       553,000       588       11.7  
Kansas     1       100       7,500       7       0.1  
Kentucky     1       100       12,100       30       0.6  
Louisiana                              
Maine                              
Maryland                              
Massachusetts                              
Michigan     22       100       125,000       712       14.2  
Minnesota                              
Mississippi                              
Missouri     26       100       224,500       304       6.0  
Montana