American Realty Capital Properties, Inc.
2325 East Camelback Road
Suite 1100
Phoenix, AZ 85016
July 10, 2015
VIA EDGAR
Ms. Jennifer Gowetski
Special Counsel
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549
RE: | American Realty Capital Properties, Inc. |
Form 10-K for the year ended December 31, 2014
Filed on March 30, 2015
File No. 001-35263
American Realty Capital Properties, Inc.
Form 10-K/A for the year ended December 31, 2014
Filed on April 30, 2015
File No. 001-35263
ARC Properties Operating Partnership, L.P.
Form 10-K for the year ended December 31, 2014
Filed on March 30, 2015
File No. 333-197780
ARC Properties Operating Partnership, L.P.
Form 10-K/A for the year ended December 31, 2014
Filed on April 30, 2015
File No. 333-197780
Dear Ms. Gowetski:
We are writing in response to your letter dated June 5, 2015, setting forth the additional comments of the staff of the Division of Corporation Finance (the “Staff”) on the above mentioned filings for American Realty Capital Properties, Inc. and ARC Properties Operating Partnership, L.P. (together, the “Company”). We have considered the Staff’s comments and our responses are set forth below. To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment letter, which we have reproduced in bold print.
Ms. Gowetski
Division of Corporation Finance
July 10, 2015
Page 2
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 47
1. | We note your response to comment 3 of our letter. Additionally, we note the disclosure on page 60 of your Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 that “[d]ue to the Restatement, selling agreements for the Managed REITs in their offering stages were suspended. Accordingly, our Cole Capital results of operations for the three months ended March 31, 2015, compared to the three months ended March 1, 2014, reflect decreases in most categories.” In future Exchange Act periodic reports, please revise your disclosure to more specifically describe and quantify the effect of this suspension on (i) the revenue generated by Cole Capital, (ii) the general and administrative expenses associated with Cole Capital’s capital raising activity and (iii) any known trends or uncertainties that have had or you reasonably expect will have a material impact on Cole Capital’s revenues. |
Response: In future Exchange Act periodic reports, the Company will add disclosure to more specifically describe and quantify the effect of the suspension on (i) the revenue generated by Cole Capital, (ii) the general and administrative expenses associated with Cole Capital’s capital raising activity and (iii) any known trends or uncertainties that have had or we reasonably expect will have a material impact on Cole Capital’s revenues, to the extent such disclosure is still relevant to the Company.
Liquidity and Capital Resources
Availability of Funds from Credit Facilities, page 66
2. | We note your response to comment 7 of our letter. In future Exchange Act periodic reports, to the extent material, we continue to believe that you should revise your disclosure to more fully describe and quantify these certain payments made by the company to the former manager and its affiliates that were not sufficiently documented or that otherwise warrant scrutiny and clarify that you have not concluded that the recovery of such payments is reasonably possible. Please revise accordingly or advise. |
Response: As the Company’s counsel advised you by telephone, we are still evaluating whether it would be appropriate to expand on our existing disclosure concerning potential claims arising from past transactions with the Former Manager and its affiliates. If we determine that additional disclosure is appropriate, we will advise you in advance of our upcoming quarterly filing.
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Ms. Gowetski
Division of Corporation Finance
July 10, 2015
Page 3
If you have any questions or require any additional information, please feel free to contact me at (212) 413-9104.
Sincerely,
/s/ Michael J. Sodo | ||
Michael J. Sodo | ||
Executive Vice President, Chief Financial Officer and Treasurer |
cc: | Yoel Kranz |
David Roberts
Goodwin Procter LLP