Filed Pursuant to Rule 424(b)(3)
Registration No. 333-190056

PROXY STATEMENT/PROSPECTUS

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

American Realty Capital Properties, Inc., which we refer to as ARCP, and American Realty Capital Trust IV, Inc., which we refer to as ARCT IV, have entered into an agreement and plan of merger dated as of July 1, 2013, which is attached as Annex A to this proxy statement/prospectus and incorporated herein by reference as amended on October 6, 2013 and October 11, 2013, which amendments are attached as Annex D and Annex E to this proxy statement/
prospectus and incorporated herein by reference, and as it may be further amended from time to time, which we refer to as the merger agreement. Pursuant to the merger agreement, ARCT IV will merge with and into a direct wholly owned subsidiary of the ARCP OP (as defined below), which we refer to as Merger Sub, at which time the separate existence of ARCT IV will cease, and the ARCP OP will be the parent company of Merger Sub and ARCT IV’s subsidiaries. We refer to the foregoing transaction as the merger. In addition, pursuant to the merger agreement, American Realty Capital Operating Partnership IV, L.P., a Delaware limited partnership and the operating partnership of ARCT IV, which we refer to as the ARCT IV 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 IV with and into Merger Sub and the partnership merger. The obligations of ARCP and ARCT IV 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 IV stockholder will receive per share, (1) $9.00 in cash; (2) 0.5190 of a share, or the Common Exchange Ratio, of common stock of ARCP, par value $0.01 per share; and (3) 0.5937 of a share, or the Preferred Exchange Ratio, of ARCP’s 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share, or the Series F Preferred Stock. The Articles Supplementary classifying and designating the Series F Preferred Stock, the form of which is attached to the merger agreement, will be filed with the Maryland State Department of Assessments and Taxation prior to the closing of the merger.

In addition, in connection with the partnership merger, each outstanding unit of equity ownership of the ARCT IV OP, other than those held by the ARCT IV Special Limited Partner or the ARCT IV Advisor, or each such term is defined herein, will be converted into the right to receive (i) $9.00 in cash, (ii) a number of units of equity ownership in the ARCP OP equal to the Common Exchange Ratio and (iii) a number of validly issued preferred units designated by the ARCP OP as Series F Preferred Units equal to the Preferred Exchange Ratio. The ARCP common stock is listed on the NASDAQ under the symbol “ARCP.” ARCP intends to apply to have the Series F Preferred Stock listed on the NASDAQ under the symbol “ARCPP.”

In connection with the proposed merger, ARCT IV will hold a special meeting of its stockholders. At ARCT IV’s special meeting, ARCT IV 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 ARCT IV special meeting is November 15, 2013. The merger cannot be completed unless ARCT IV 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 IV common stock entitled to vote at ARCT IV’s special meeting.

ARCT IV’s board of directors, which we refer to as the ARCT IV 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 IV and its stockholders, and (ii) approved the merger agreement, the merger and the other transactions contemplated thereby. The ARCT IV Board unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCT IV 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 proxy statement/prospectus contains important information about ARCP, ARCT IV, the mergers, the merger agreement, the terms of the Series F Preferred Stock and the Series F Preferred Units. This document is also a prospectus for the shares of ARCP common stock and Series F Preferred Stock that will be issued to ARCT IV stockholders pursuant to the merger agreement.

We encourage you to read this proxy statement/prospectus carefully before voting, including the section entitled “Risk Factors” beginning on page 26 .

Your vote is important .  Whether or not you plan to attend ARCT IV’s 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-

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paid envelope provided or authorize your proxy by one of the other methods specified in this 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. You may revoke your proxy at any time before it is voted. Please review this proxy statement/prospectus for more complete information regarding the merger and ARCT IV’s special meeting.

Edward M. Weil, Jr.
President, Chief Operating Officer, Treasurer
and Secretary
American Realty Capital Trust IV, 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 proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated December 4, 2013 and is first being mailed to ARCT IV stockholders on or about December 4, 2013.

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                 

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

A special meeting of the stockholders of American Realty Capital Trust IV, Inc., a Maryland corporation, which we refer to as ARCT IV, will be held at The W New York, located at 541 Lexington Avenue, New York, New York 10022, on January 3, 2014, commencing at 9:00 a.m., local time, for the following purposes;

We will not transact any other business at the special meeting. ARCT IV’s board of directors has fixed the close of business on November 15, 2013 as the record date for determination of ARCT IV stockholders entitled to receive notice of, and to vote at, ARCT IV’s special meeting and any postponements or adjournments of the special meeting. Only holders of record of ARCT IV common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the ARCT IV 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 IV common stock entitled to vote on such proposal at the ARCT IV special meeting. 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.

ARCT IV’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 IV and its stockholders, (ii) approved the merger agreement, the merger and the other transactions contemplated thereby. ARCT IV’s board of directors unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCT IV 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 proxy statement/prospectus accompanying this notice for more complete information regarding the merger and ARCT IV’s special meeting.

By Order of the Board of Directors of
American Realty Capital Trust IV, Inc.
 
New York, New York
 
December 4, 2013

Edward M. Weil, Jr.
Secretary

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ADDITIONAL INFORMATION

This 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 proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 197 .

ARCT IV stockholders can contact Boston Financial or American National Stock Transfer, LLC, an entity under common ownership with ARC, which we refer to as ANST, which we refer to as ARCT IV’s proxy solicitors, at the following addresses and telephone numbers:

Boston Financial Data Services, Inc. 30 Dan Road Canton, Massachusetts 02021 For Questions, ARCT IV Stockholders May Call: (855) 800-9421 For Questions, Brokers and Banks May Also Call: (855) 800-9421		American National Stock Transfer, LLC 405 Park Avenue, Concourse Level New York, New York 10022 For Questions, ARCT IV Stockholders May Call: (877) 373-2522

If you would like to obtain information relating to the value of ARCP common stock and Series F Preferred Stock to be issued on a per share basis as of the latest practicable date, you may call ANST at: (877) 373-2522.

To Vote Toll Free, ARCT IV Stockholders May Call: (866) 977-7699

To receive timely delivery of the requested documents in advance of the applicable special meeting, you should make your request no later than December 26, 2013.

ABOUT THIS DOCUMENT

This 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, which we refer to as the Securities Act, with respect to the shares of ARCP common stock and Series F Preferred Stock to be issued to ARCT IV stockholders in exchange for shares of ARCT IV common stock pursuant to the merger agreement. This proxy statement/prospectus also constitutes a proxy statement for ARCT IV 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 ARCT IV 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 December 4, 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 ARCT IV stockholders nor the issuance by ARCP of shares of its common stock and Series F Preferred Stock to ARCT IV 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 IV’s properties are net leases.

This 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 proxy statement/prospectus regarding ARCP has been provided by ARCP and information contained in this proxy statement/prospectus regarding ARCT IV has been provided by ARCT IV.

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		Page
QUESTIONS AND ANSWERS			vi
Summary			1
The Companies			1
The Merger, the Partnership Merger and the Merger Agreement			4
Related Agreements			5
Recommendation of the ARCT IV Board			6
Summary of Risk Factors Related to the Merger			6
Ratio of Combined Fixed Charges and Preference Dividends to Earnings			7
Stockholders Entitled to Vote; Vote Required			8
Opinion of ARCT IV’s Financial Advisor			8
Treatment of Restricted Stock			9
Share Ownership of Directors and Executive Officers of ARCT IV			9
Certain Fees and Expense Reimbursements Payable in Connection with the Merger			9
Interests of ARCP’s Directors and Executive Officers in the Merger			10
Interests of ARCT IV’s Directors and Executive Officers in the Merger			10
Interest of the ARCT IV Advisor in the Merger			12
Interests of Promoters and Certain Other Persons			12
Potential Conflicts			13
Listing of Shares of ARCP Common Stock			14
Listing of Shares of ARCP Series F Cumulative Redeemable Preferred Stock			14
No Stockholder Appraisal Rights in the Merger			14
Conditions to Completion of the Merger			14
Regulatory Approvals Required for the Merger			15
No Solicitation and Change in Recommendation			15
Termination Payment; Break-up Fee and Expenses Reimbursement			16
Expenses			16
Material U.S. Federal Income Tax Consequences of the Merger			16
Accounting Treatment of the Merger			17
Comparison of Rights of ARCP Stockholders and ARCT IV Stockholders			17
Recent Developments			18
Selected Historical Financial Information of ARCP			19
Selected Historical Financial Information of ARCT IV			21
Selected Unaudited Pro Forma Consolidated Financial Information			22
Unaudited Comparative Per Share Information			23
Comparative ARCP and ARCT IV Market Price and Dividend Information			24
Risk Factors			26
Risk Factors Relating to the Merger			26
Risk Factors Relating to the Series F Preferred Stock			33
Risk Factors Relating to ARCP’s Merger with CapLease, Pending Merger with Cole and Other Recent and Pending Transactions			37
Risk Factors Relating to ARCP Following the Merger and Recent and Pending Transactions and ARCP’s Operations Generally			46
Cautionary Statement Concerning Forward-Looking Statements			53
The Companies			55
American Realty Capital Properties, Inc. and Thunder Acquisition, LLC			55
American Realty Capital Trust IV, Inc.			56
Recent and Pending Transactions by ARCP			56

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		Page
The Combined Company			57
Property Portfolio Information			58
Sources of Cash Consideration for Recent and Pending Transactions			79
Contractual Obligations on a Pro Forma Basis After Giving Effect to the Merger and Recent and Pending Transactions			85
Description of ARCP Shares			86
General			86
Common Stock			86
Series F Cumulative Redeemable Preferred Stock			87
Voting Rights			94
Power to Reclassify Shares of ARCP’s Stock			95
Power to Increase Authorized Stock and Issue Additional Shares of ARCP’s Common Stock and Preferred Stock			95
Restrictions on Transfer and Ownership of Stock			95
Transfer Agent and Registrar			99
Listing of Common Stock and Series F Cumulative Redeemable Preferred Stock			99
The ARCT IV Special Meeting			100
Date, Time, Place and Purpose of ARCT IV’s Special Meeting			100
Recommendation of the ARCT IV Board			100
Record Date; Who Can Vote at ARCT IV’s Special Meeting			100
Vote Required for Approval; Quorum			100
Abstentions			101
Manner of Authorizing Proxy			101
Revocation of Proxies or Voting Instructions			101
Solicitation of Proxies			102
Proposals Submitted To ARCT IV Stockholders			103
Merger Proposal			103
ARCT IV Adjournment Proposal			103
The Merger			105
General			105
Background of the Merger			105
ARCP’s Reasons for the Merger			116
Recommendation of the ARCT IV Board and Its Reasons for the Merger			118
Opinion of ARCT IV’s Financial Advisor			122
Certain Prospective Financial Information Reviewed by ARCT IV			131
Interests of ARCP’s Directors and Executive Officers in the Merger			133
Interests of ARCT IV’s Directors and Executive Officers in the Merger			135
Interest of the ARCT IV Advisor in the Merger			138
Interests of Promoters and Certain Other Persons			139
Potential Conflicts			140
Security Ownership of ARCT IV’s Directors and Executive Officers and Current Beneficial Owners			141
Regulatory Approvals Required for the Merger			142
Accounting Treatment			142
Listing of ARCP Common Stock and Series F Cumulative Redeemable Preferred Stock			143
Deregistration of ARCT IV Common Stock			143
Restrictions on Sales of Shares of ARCP Common Stock and Series F Cumulative Redeemable Preferred Stock Received in the Merger			143
Material U.S. Federal Income Tax Consequences			144

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		Page
Material U.S. Federal Income Tax Consequences of the Merger			145
Material U.S. Federal Income Tax Consequences of Owning and Disposing of ARCP Common Stock and Series F Preferred Stock			146
The Merger Agreement			163
Form, Effective Time and Consummation of the Merger and the Partnership Merger			163
Consideration to be Received in the Merger			164
Representations and Warranties			165
Definition of “Material Adverse Effect”			167
Conditions to Completion of the Mergers			168
Covenants and Agreements			170
Termination of the Merger Agreement			178
Miscellaneous Provisions			180
Related Agreements			182
No Appraisal Rights			183
Comparison of Rights of ARCP Stockholders and ARCT IV Stockholders			184
General			184
Certain Differences Between the Rights of ARCP Stockholders and ARCT IV Stockholders			184
Stockholder Proposals			196
ARCT IV 2014 Annual Stockholder Meeting and Stockholder Proposals			196
Legal Matters			196
Experts			196
Where You Can Find More Information; Incorporation by Reference			197
Index of Unaudited Pro Forma Condensed Consolidated Financial Information			F-1
Annex A — Agreement and Plan of Merger			Annex A-1
Annex B — ARCT IV Side Letter			Annex B-1
Annex C — Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated			Annex C-1
Annex D — Amendment No. 1 to Agreement and Plan of Merger			Annex D-1
Annex E — Amendment No. 2 to Agreement and Plan of Merger			Annex E-1
Annex F — Unaudited Pro Forma Consolidated Information Relating to Acquisition of GE Capital Portfolio by ARCT IV			Annex F-1
Appendix I — Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of ARCP			Appendix I-1
Appendix II — Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of ARCT IV			Appendix II-1

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QUESTIONS AND ANSWERS

The following are some questions that ARCT IV stockholders may have regarding the proposals being considered at ARCT IV’s special meeting and brief answers to those questions. ARCP and ARCT IV urge you to read carefully this entire proxy statement/prospectus, including the Annexes, and the other documents to which this 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 proxy statement/prospectus to “ARCP” are to American Realty Capital Properties, Inc., a Maryland corporation; all references to “ARCT IV” are to American Realty Capital Trust IV, Inc., a Maryland corporation; all references to “Merger Sub” or the surviving company are to Thunder Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the ARCP OP (as defined below); all references to the “merger agreement” are to the Agreement and Plan of Merger, dated as of July 1, 2013, by and among ARCP, Merger Sub, ARCT IV, 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 IV, L.P., a Delaware limited partnership and the operating partnership of ARCT IV (which is referred to as the ARCT IV OP), a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference, as amended on October 6, 2013 and October 11, 2013, copies of which amendments are attached as Annex D and Annex E to this proxy statement/prospectus and incorporated herein by reference, and as it may be amended from time to time, all references to the “merger” are to the merger of ARCT IV with and into Merger Sub pursuant to the terms of the merger agreement. Pursuant to the merger agreement, the ARCT IV 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 IV and Merger Sub and the partnership merger.

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Price Per Share of ARCP Common Stock		Cash Portion of Merger Consideration				Value Per 0.5190 Shares of ARCP Common Stock				Value Per 0.5937 Shares of ARCP Series F Preferred Stock (1)				Total Nominal Consideration (2)
$12		$	9.00			$	6.23			$	14.84			$	30.07
$13		$	9.00			$	6.75			$	14.84			$	30.59
$14		$	9.00			$	7.27			$	14.84			$	31.11
$15		$	9.00			$	7.79			$	14.84			$	31.63
$16		$	9.00			$	8.30			$	14.84			$	32.14
$17		$	9.00			$	8.82			$	14.84			$	32.66

The following chart indicates the fluctuations in the stock price of ARCP common stock for the relevant periods:

Month ended		High				Low
November 29, 2013		$	13.71			$	12.50
October 31, 2013		$	13.94			$	12.16
September 30, 2013		$	13.59			$	12.13
August 30, 2013		$	14.54			$	12.61
July 31, 2013		$	15.36			$	14.13
June 28, 2013		$	16.20			$	13.99
May 31, 2013		$	18.05			$	14.70
April 30, 2013		$	16.66			$	14.29

The total cash consideration in the Cole Merger (as such term is defined below under “What are ARCP’s other recent and pending transactions?”) is approximately $1.6 billion, based on the number of shares of common stock of Cole Real Estate Investments, Inc., or Cole, on November 29, 2013, and assuming 20% of the merger consideration in the Cole Merger is cash. The consummation of the merger is a condition to the Cole Merger. The CapLease Merger (as such term is defined below under “What are ARCP’s other recent and pending transactions?”) was consummated on November 5, 2013. The cash consideration and expenses in connection with the CapLease Merger were paid by drawing (i) $956.1 million under

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ARCP’s existing credit facility and (ii) $21.0 million under CapLease’s credit facility. In addition, ARCP assumed the $128.9 million outstanding balance under CapLease’s credit facility.

ARCP has received non-binding conditional commitments and proposals for three facilities pursuant to which the secured mortgage notes will be issued. The non-binding conditional commitments and proposals are subject to conditions, including (1) the absence of any material adverse change, (2) the completion of due diligence, (3) the negotiation, execution and delivery of definitive documentation and (4) other customary closing conditions.

Borrowings under ARCP’s credit facility are subject to customary conditions for these types of financings. If additional commitments are obtained in connection with ARCP’s exercise of the “accordion” feature under the credit facility, such commitments likely will be subject to customary conditions, which may include, without limitation, the completion of due diligence review and absence of a material adverse change.

For a more detailed discussion of the sources of financing, see “The Companies — Sources of Cash Consideration for Recent and Pending Transactions — Sources of Payment.”

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In order to complete the merger, ARCT IV stockholders must vote to approve the merger and the other transactions contemplated by the merger agreement.

ARCT IV will hold a special meeting of its stockholders to obtain these approvals. This proxy statement/prospectus contains important information about the merger and the special meeting of the stockholders of ARCT IV, and you should read it carefully. The enclosed voting materials allow you to vote your shares of ARCT IV common stock without attending the applicable special meeting.

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

		Current				After the merger
		Invested Capital of $25.00				Invested Capital of $25.00
Distribution Rate			6.6	%			5.9	%

Future distributions or dividends by ARCP are not guaranteed, and there can be no assurance of any future returns that ARCT IV stockholders might receive as common or Series F preferred stockholders of

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ARCP. See “Risk Factors — ARCP cannot ensure you that it will be able to continue paying distributions at the current rate,” on page 49 and “Risk Factors — Risks Associated with the Series F Preferred Stock — ARCP’s cash available for distributions may not be sufficient to pay dividends on the Series F Preferred Stock at expected levels, and ARCP cannot assure you of its ability to pay dividends in the future. ARCP may use borrowed funds or funds from other sources to pay dividends, which may adversely impact its operations” on page 33 .

As a result of the October 6, 2013 amendment, the merger consideration for each share of ARCT IV common stock has been altered such that each ARCT IV stockholder will receive per share, (1) $9.00 in cash; (2) 0.5190 of a share of ARCP common stock and (3) 0.5937 of a share of Series F Preferred Stock. Because the number of shares of ARCP common stock to be issued in connection with the merger under the amended merger agreement is now less than 20% of the number of shares of common stock outstanding immediately prior to such issuance, a vote of the ARCP stockholders is no longer required under the applicable NASDAQ rules. As a result, the merger agreement also has been amended to remove as a condition precedent to the merger approval by the ARCP stockholders of the issuance of ARCP common stock in the merger. In addition, the merger agreement has been amended to provide, among other things, that in the event the ARCT IV stockholders do not vote to approve the transaction at the ARCT IV special meeting, and no competing proposal has been made, ARCP would be required to pay ARCT IV a $5.0 million expense reimbursement and the termination fee payable by ARCT IV to ARCP under certain circumstances has been reduced from $20.0 million to $10.0 million.

As a result of the October 11, 2013 amendment, the merger consideration in connection with the partnership merger has been altered to reflect (A) the automatic conversion of each ARCT IV OP Unit, other than ARCT IV OP Units held by the ARCT IV Special Limited Partner and the ARCT IV Advisor, into (i) $9.00 in cash, (ii) 0.5190 of an ARCP OP Unit and (iii) 0.5937 of a partnership unit of ARCP OP designated as Series F Preferred Units, (B) the automatic conversion of each Converted Company Unit (as defined in the merger agreement) into 2.3961 ARCP OP Units and (C) the automatic conversion of each ARCT IV Class B Unit (as defined below) that was not converted into ARCT IV OP Units immediately prior to the consummation of the partnership merger into 2.3961 ARCP Class B Units (as defined below).

To review the revised terms of the merger agreement in greater detail, see the section entitled “The Merger Agreement” beginning on page 163 of this proxy statement/prospectus.

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

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

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ARCP has also entered into an agreement to acquire a portfolio of 33 properties from Inland American Real Estate Trust, Inc., or Inland, of which five properties were acquired on September 24, 2013. Additionally, ARCP has entered into an agreement to acquire a portfolio of 120 properties from funds managed by Fortress Investment Group LLC, or Fortress, comprised generally of triple net leases, of which 41 were acquired in October 2013, and has assumed the obligations of ARC relating to such acquisitions.

We refer to the foregoing transactions and the merger collectively as the Recent and Pending Transactions.

The ARCT IV Board unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCT IV 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 IV Board, see “The Merger — Recommendation of the ARCT IV Board and Its Reasons for the Merger” beginning on page 118 .

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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 ARCT IV’s special meeting if you later decide to attend the meeting in person. However, if your shares of ARCT IV 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 ARCT IV’s special meeting.

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If your shares of ARCT IV 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.

If you are an ARCT IV stockholder:
American Realty Capital Trust IV, Inc.
Attention: Secretary
405 Park Avenue, 15 ^th Floor
New York, New York 10022
(212) 415-6500
www.arct-4.com
or
American National Stock Transfer, LLC
405 Park Avenue, Concourse Level
New York, New York 10022
Phone: (212) 415-6500
Facsimile: (646)-861-7793

You can also contact the proxy solicitors hired by ARCT IV as follows:

Boston Financial Data Services, Inc. 30 Dan Road Canton, Massachusetts 02021 For Questions, ARCT IV Stockholders May Call: (855) 800-9421 For Questions, Brokers and Banks May Also Call: (855) 800-9421		American National Stock Transfer, LLC 405 Park Avenue, Concourse Level New York, New York 10022 For Questions, ARCT IV Stockholders May Call: (877) 373-2522

If you would like to obtain information relating to the value of ARCP common stock and Series F Preferred Stock to be issued on a per share basis as of the latest practicable date, you may call ANST at: (877) 373-2522.

To Vote Toll Free, ARCT IV Stockholders May Call: (866) 977-7699

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ARCP uses Funds From Operations and Adjusted Funds From Operations, which are non-GAAP financial measures, to provide information that we consider to be useful to evaluate the performance of a REIT. See page F- 21 for a narrative discussion of these measures.

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

Merger Sub is a Delaware limited liability company and a direct wholly owned subsidiary of the ARCP OP 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 proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” on page 197 .

American Realty Capital Trust IV, Inc.

ARCT IV is a Maryland corporation incorporated in February 2012 that qualifies as a REIT for U.S. federal income tax purposes commencing with its initial taxable year ended December 31, 2012. ARCT IV is a non-traded REIT. ARCT IV was formed to acquire a diversified portfolio of commercial real estate, which consists primarily of freestanding single tenant properties net leased to investment grade and other credit worthy tenants. In June 2012, ARCT IV commenced an initial public offering on a “reasonable best efforts” basis to sell up to 60.0 million shares of common stock, excluding 10.0 million shares issuable pursuant to a distribution reinvestment plan, offered at a price of $25.00 per share, subject to certain volume and other discounts, which we refer to as the ARCT IV IPO. In September 2012, ARCT IV commenced real estate operations. As of November 15, 2013, ARCT IV had issued 70,213,533 million shares of ARCT IV common stock in connection with the ARCT IV IPO and had issued 885,216 million shares of ARCT IV common stock under its distribution reinvestment plan. As of November 15, 2013, ARCT IV had 71,106,749 shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to ARCT IV’s distribution reinvestment plan.

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

As of September 30, 2013, ARCT IV owned 1,203 properties comprised of 9.2 million square feet, which were 100% leased with a weighted average remaining lease term of 11.5 years. In constructing the portfolio, ARCT IV has been committed to diversification by industry, tenant and geography.

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

ARCT IV and ARCP each were sponsored directly by ARC. The ARCT IV Advisor is a Delaware limited liability company indirectly 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 IV Advisor and ARCP Manager, provide investment, management and advisory services, as well as certain acquisition and debt capital services to ARCT IV and ARCP, as applicable. ARCT IV and ARCP pay management fees and certain other fees to, and reimburse certain expenses of, the ARCT IV 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., ARC Realty Finance Trust, Inc., American Realty Capital Global Trust, Inc., American Realty Capital Healthcare Trust II, Inc., American Realty Capital Trust V, Inc., Phillips Edison — ARC Grocery Center REIT II, Inc. and American Realty Capital Hospitality Trust, Inc. as well as Business Development Corporation of America, a business development company. Certain of the ARC-sponsored REITs have investment strategies substantially similar to those of ARCT IV, ARCP and the combined company.

Recent and Pending Transactions by ARCP

On November 5 2013, ARCP consummated the CapLease Merger, pursuant to a merger agreement with CapLease, which we refer to as to the CapLease Merger Agreement. CapLease was a REIT that primarily

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acquired, owned and managed a diversified portfolio of single tenant commercial real estate properties subject to long-term leases to high credit quality tenants, consisting generally of triple net leases. CapLease focused on properties that are subject to triple net leases. As of September 30, 2013, CapLease owned 68 properties comprised of 13.1 million square feet, which were 100% leased with a weighted average remaining lease term of approximately 5.9 years.

ARCP has also entered into a separate merger agreement with Cole, which we refer to as the Cole Merger Agreement. Cole is a Maryland corporation that qualifies as a REIT for U.S. federal income tax purposes. As of September 30, 2013, Cole owned 1,026 properties, comprising 44.8 million rentable square feet of single and multi-tenant retail and commercial space, which are leased to national and regional credit worthy tenants under long-term triple net leases, located in 48 states, which include properties owned through consolidated joint ventures. As of September 30, 2013, the rentable space at these properties was 99% leased. As of September 30, 2013, Cole also owned 21 commercial mortgage-backed securities, three notes receivable and, through unconsolidated joint ventures, had interests in 12 properties comprising 2.3 million rentable square feet of commercial and retail space. The consummation of each of the CapLease Merger and the merger is a condition to the Cole Merger.

On August 8, 2013, ARC entered into an Equity Interest Purchase Agreement with Inland, providing for, among other things, the purchase and sale of Inland's equity interests in special purpose entities which own 33 properties, or the Inland Portfolio, five of which were purchased by ARCP on September 24, 2013. The Inland Portfolio is comprised of approximately 7.0 million square feet and is 96.2% leased, with a weighted average remaining lease term of approximately 4.4 years. The properties are currently leased to 26 distinct tenants. The leases are generally triple net.

Additionally, on October 1, 2013, ARCP agreed to acquire a portfolio of 120 properties, or the Fortress Portfolio, and assumed the obligations of ARC under a Purchase and Sale Agreement, dated July 24, 2013, relating to the acquisition from funds managed by Fortress of the Fortress Portfolio. Pursuant to the Purchase and Sale Agreement, ARCP will purchase the Fortress Portfolio, which is comprised of 6.1 million square feet, and is 100% leased with a weighted average remaining lease term of approximately 12.6 years. The Fortress Portfolio is currently leased to 17 distinct tenants. The leases are generally triple net. ARCP acquired 41 of the properties in October 2013.

The Combined Company

ARCT IV’s and ARCP’s properties consist primarily of 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. Each of ARCP and ARCT IV monitors the credit quality of its overall portfolio, including its non-investment grade tenants, to assess the near- and long-term likelihood that such tenants will meet their rental payment obligations. Prior to the approval of any property acquisition by the board of directors of ARCP or ARCT IV, the credit quality of the tenants of such property is assessed and discussed. After each acquisition, for investment grade rated, rated but not investment grade and larger non-rated tenants, which comprise the majority of each company’s tenant base, each company utilizes Moody’s CreditEdge, which monitors the credit of publicly traded companies, and Moody’s RisCalc, through which implied ratings and estimated default frequencies for private companies may be developed. ARCP and ARCT IV each reviews the credit quality of their respective portfolios on an ongoing, monthly basis based on available information. Each company analyzes the ability of tenants to meet current rent obligations and the likelihood that such ability will continue through the end of the lease term. In addition, each company receives from selected tenants monthly store financial information, which allows it to monitor the operations of specific locations for rent coverage. Both ARCP’s and ARCT IV’s portfolios of real estate investment properties (excluding one vacant property held by ARCP) were 100% leased as of September 30, 2013. ARCT IV’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) both medium-term leases and long-term leases and purchasing properties both at or below replacement cost and properties with vintage in-place rents at valuations significantly below replacement cost. As of September 30, 2013, ARCT IV owned 1,203 properties consisting of 9.2 million square feet, which were 100% leased with a weighted average remaining lease term of 11.5 years. As of September 30, 2013, rental revenues derived by ARCT IV from investment grade tenants and tenants affiliated with investment grade entities as determined by a major

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rating agency approximated 22.3% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). As of September 30, 2013, ARCP owned 1,219 properties (excluding one vacant property classified as held for sale) consisting of 20.4 million square feet, which were 100% leased with a weighted average remaining lease term of 9.5 years. As of September 30, 2013, rental revenues derived by ARCP from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 59% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). The foregoing excludes 68 properties owned by CapLease, which were acquired by ARCP pursuant to a merger on November 5, 2013. If the properties owned by CapLease were included, ARCP would have owned 1,287 properties, consisting of 33.5 million square feet, which are 99% leased with a weighted average remaining lease term of 8.1 years, with 66.7% of rental revenues derived from investment grade tenants and tenants affiliated with investment grade entities as determined by a major credit agency. The surviving entity in the merger will own a larger and more diversified portfolio that uniquely combines ARCT IV’s portfolio of properties with stable income from high credit quality tenants, with ARCP’s portfolio, which has properties with stable income from high credit quality tenants and properties with 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.

Including the properties acquired in the CapLease Merger and assuming each of the other Recent and Pending Transactions are consummated, the combined company will own, on a pro forma basis as of September 30, 2013, 3,664 properties, consisting of 99.9 million square feet, which are 99% leased with a weighted average remaining lease term of 10.4 years, with 50% of rental revenues derived from investment grade tenants and tenants affiliated with investment grade entities as determined by a major credit agency.

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 IV will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct wholly owned subsidiary of the ARCP OP, which we refer to as the merger. In addition, the merger agreement provides for the merger of the ARCT IV 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 IV and the partnership merger.

In the merger, each share of ARCT IV common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive per share, (1) $9.00 in cash; (2) 0.5190 of a share, or the Common Exchange Ratio, of ARCP common stock; and (3) 0.5937 of a share, or the Preferred Exchange Ratio, of Series F Preferred Stock.

In connection with the partnership merger, each outstanding unit of equity ownership of the ARCT IV OP, which we refer to as ARCT IV OP Units, other than ARCT IV OP Units held by the ARCT IV Special Limited Partner and the ARCT IV Advisor, will be converted into the right to receive (i) $9.00 in cash, (ii) a number of units of equity ownership in the ARCP OP, which we refer to as ARCP OP Units, equal to the Common Exchange Ratio and (iii) a number of validly issued preferred units designated by the ARCP OP as Series F Preferred Units equal to the Preferred Exchange Ratio. Such ARCP OP Units and Series F Preferred Units are redeemable after one year of issuance for shares of ARCP common stock on a one-to-one basis or cash, and Series F Preferred Stock on a one-to-one basis or cash, respectively, in each case, at the election of ARCP, as provided in the limited partnership agreement of the ARCP OP, as amended. See “The Merger Agreement — Consideration to be Received in the Merger” beginning on page 164 .

Based on the closing price ARCP’s common stock on October 4, 2013, the last full trading day before the public announcement of the execution of the first amendment to the merger agreement by ARCP and ARCT IV, of $12.70, the aggregate value of the merger consideration to be received by ARCT IV stockholders is expected to be approximately $2.2 billion, based on the number of shares of outstanding ARCT IV common stock on November 15, 2013. The market value of the merger consideration ultimately received by ARCT IV 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 26 .

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

Related Agreements

Concurrently with the execution of the merger agreement on July 1, 2013, 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 IV Advisor. Pursuant to the Asset Purchase Agreement, concurrently with the closing of the mergers, the ARCT IV Advisor will sell to the ARCP OP certain furniture, fixtures, equipment and other assets used by the ARCT IV Advisor in connection with managing the property-level business and operations of ARCT IV and the ARCT IV OP, at the cost of such assets, for an aggregate purchase price of $5.8 million, which includes reimbursement of certain costs and expenses incurred by the ARCT IV Advisor.

In connection with the execution of the merger agreement on July 1, 2013, as amended on October 6, 2013 and October 11, 2013, ARCT IV entered into a side letter agreement, which we refer to as the ARCT IV side letter, with the ARCT IV OP, the ARCT IV Advisor, the ARCT IV Special Limited Partner, American Realty Capital Properties IV, LLC, or the ARCT IV Property Manager, ARCP, the ARCP OP and Merger Sub. In the ARCT IV side letter, the parties agreed or acknowledged, as applicable, the following with respect to the ARCT IV Advisory Agreement, the ARCT IV OP Agreement, and the Property Management and Leasing Agreement, dated as of June 8, 2012, by and among ARCT IV, the ARCT IV OP and the ARCT IV Property Manager, which we refer to as the ARCT IV Property Management Agreement:

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The preceding summary of the ARCT IV side letter is subject to, and qualified in its entirety by reference to, the full text of the ARCT IV side letter. A copy of the ARCT IV side letter is attached as Annex B to this proxy statement/prospectus.

Recommendation of the ARCT IV Board

The ARCT IV 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 IV 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 IV and ARCP, and Edward M. Weil, Jr., a director and officer of ARCT IV and ARCP, each abstained from the vote on the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The ARCT IV Board unanimously (with Messrs. Schorsch and Weil abstaining) recommends that ARCT IV 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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Ratio of Combined Fixed Charges and Preference Dividends to Earnings

ARCP's consolidated ratio of earnings to fixed charges and preferred stock dividends for the nine months ended September 30, 2013 and the years ended December 31, 2012, 2011, 2010, 2009 and 2008 are set forth below. Information presented for periods prior to September 6, 2011, the date of the closing of ARCP's initial public offering, or the IPO, relates to the ARC Predecessor Companies. The date of inception of the first ARC Predecessor Company was June 5, 2008. As a result, the ratio of earnings to fixed charges is not a meaningful measure for any prior period.

American Realty Capital Properties, Inc.

ARC Predecessor Companies (1)

Period Ended September 30, 2013 (3) (4)

Year ended December 31, 2013 (3)

Period September 6, 2011 through December 31, 2011 (1) (2)

Period January 1, 2011 through September 5, 2011 (2)

Year ended December 31,

Period June 5, 2008 through December 31, 2008

2010

2009

Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

-6.34 x

-2.17 x

-0.90x

(5)

0.33x

(5)

0.31x

(5)

-0.24x

(5)

0.26x

(5)

(1)

The IPO closed on September 6, 2011.

(2)

The ratio of earnings to fixed charges was less than one-to-one for the nine months ended September, 2013, the year ended December 31, 2012, the period from September 6, 2011 through December 31, 2011 and the year ended December 31, 2009. For the nine months ended September, 2013, the total fixed charges were approximately $25.4 million, total preferred stock dividends, including dividends on our Series C Preferred Stock which are recorded in interest expense on the consolidated statement of operations and comprehensive loss, were $8.5 million and total losses were $215.0 million resulting in a total deficiency of $248.9 million. For the year ended December 31, 2012, the total fixed charges were approximately $11.8 million, the total preferred stock dividends were approximately $0.4 million and the total losses were approximately $26.5 million, resulting in a total deficiency of $38.7 million. For the period from September 6, 2011 through December 31, 2011, the total fixed charges were approximately $0.9 million and the total losses were approximately $0.8 million, resulting in a total deficiency of approximately $1.7 million. For the year ended December 31, 2009, the total fixed charges were approximately $7.0 million and the total losses were approximately $1.6 million, resulting in a total deficiency of approximately $8.6 million.

(3)

On February 28, 2013, ARCP merged with American Realty Capital Trust III, Inc. The ratios for this period are presented as if the companies were reporting on a combined basis.

(4)

Net loss used in calculation of ratio of earnings to fixed charges includes merger and other transaction related expenses of $146.2 million. Excluding this amount, the ratio of earnings to fixed charges would be -3.04x.

(5)

ARCP did not pay dividends on preferred stock prior to June 15, 2012. The ARC Predecessor Companies did not pay dividends on preferred stock.

We have computed the ratios of earnings to fixed charges and preferred stock dividends by dividing earnings by the sum of fixed charges and preferred stock dividends. For the purposes of computing these ratios, (i) “earnings” have been calculated by adding fixed charges to income (loss) before income taxes,

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(ii) “fixed charges” have been calculated as the sum of interest expensed and capitalized and amortized premiums, discounts and capitalized expenses related to indebtedness and (iii) “preferred stock dividends” consist of the amount of pre-tax earnings required to pay dividends on our Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, prior to their conversion into common stock in July 2013, and dividends on our Series C Convertible Preferred Stock issued in June 2013.

Stockholders Entitled to Vote; Vote Required

ARCT IV

ARCT IV stockholders who owned shares of ARCT IV common stock at the close of business on November 15, 2013, which is referred to as ARCT IV’s record date, are entitled to notice of, and to vote at, ARCT IV’s special meeting except for those not entitled to vote on the merger pursuant to ARCT IV’s charter. On ARCT IV’s record date, there were 71,106,749 shares of ARCT IV common stock outstanding, of which 71,089,860 shares were entitled to vote at ARCT IV’s special meeting, held by approximately 32,132 holders of record. ARCT IV’s charter provides that, with respect to shares of ARCT IV common stock owned by the ARCT IV Advisor, any director of ARCT IV or any of their respective affiliates, neither the ARCT IV Advisor, the directors of ARCT IV nor their affiliates may vote on matters submitted to the ARCT IV stockholders regarding any transaction between ARCT IV and any of them.

At ARCT IV’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 IV’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 IV common stock entitled to vote on such proposal. The approval of the proposal to adjourn ARCT IV’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 “The ARCT IV Special Meeting—Absentions” beginning on page 101 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 IV common stock should be voted on a matter, the shares of ARCT IV common stock represented by your properly executed proxy will be voted as the ARCT IV 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 IV common stock will NOT be voted at the meeting and will be considered broker non-votes.

Opinion of ARCT IV’s Financial Advisor

In connection with the transaction, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as BofA Merrill Lynch, ARCT IV’s financial advisor, delivered to the ARCT IV Board a written opinion, dated October 6, 2013, as to the fairness, from a financial point of view and as of the date of the opinion, of the modified consideration to be received by holders of ARCT IV common stock (other than ARCP and its affiliates). The full text of the written opinion, dated October 6, 2013, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this proxy statement/prospectus and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to the ARCT IV Board for the benefit and use of the ARCT IV Board (in its capacity as such) in connection with and for purposes of its evaluation of the modified merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does 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

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available to ARCT IV or in which ARCT IV might engage or as to the underlying business decision of ARCT IV to proceed with or effect the transaction. BofA Merrill Lynch’s opinion does not address any other aspect of the transaction and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed mergers or any related matter. In addition, BofA Merrill Lynch’s opinion does not address the relative fairness of the modified merger consideration as compared to the consideration that would have been payable pursuant to the merger agreement entered into on July 1, 2013.

See “The Merger — Opinion of ARCT IV’s Financial Advisor” beginning on page 122 .

Treatment of Restricted Stock

Treatment of Restricted Stock.   Pursuant to and as further described in the merger agreement, each share of ARCT IV 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 — Merger Consideration” beginning on page 164 .

Share Ownership of Directors and Executive Officers of ARCT IV

At the close of business on November 15, 2013, the directors and executive officers of ARCT IV and their affiliates held 16,889 shares of ARCT IV common stock (excluding certain shares that, according to ARCT IV’s charter, may not be voted in the merger), collectively representing less than 0.1% of the shares of ARCT IV common stock outstanding and entitled to vote on that date. On November 15, ARCT IV’s record date, there were 71,106,749 shares of ARCT IV common stock outstanding, of which 71,089,860 shares were entitled to vote at ARCT IV’s special meeting, held by approximately 32,132 holders of record.

Certain Fees and Expense Reimbursements Payable in Connection with the Merger

As of the date of this filing, the following fees and expense reimbursements are payable in connection with the merger:

Entity		Description		Amount
ARC Properties Operating Partnership, L.P.		Sale of certain furniture, fixtures, equipment and other assets and reimbursement of certain costs, pursuant to the Asset Purchase and Sale Agreement, the parties to which are the ARCP OP and the ARCT IV Advisor.		$5,800,000
Realty Capital Securities, LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC		Retention as non-exclusive advisor and information agent, respectively, to ARCP in connection with the merger pursuant to the ARCP Letter Agreement, the parties to which are ARCP, RCS Advisory Services, RC Securities and ANST.		$640,000
Realty Capital Securities, LLC		Provision of financial advisory and strategic services to ARCP prior to the consummation of the merger pursuant to the ARCP Investment Banking Services Agreement, the parties to which are ARCP and RC Securities.		0.25% of the transaction value of the merger
ARC Advisory Services, LLC and RCS Advisory Services, LLC		Provision of legal support services prior to the date of the merger agreement pursuant to the Legal Services Reimbursement Agreement, the parties to which are ARCT IV, the ARCT IV OP, ARC Advisory Services and RCS Advisory Services.		$500,000
Realty Capital Securities, LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC		Retention as non-exclusive advisor and information agent, respectively, to ARCT IV in connection with the merger pursuant to the ARCT IV Letter Agreement, the parties to which are ARCT IV, RCS Advisory Services, RC Securities and ANST.		$750,000
ARC Advisory Services, LLC and RCS Advisory Services, LLC		Provision of certain transition services in connection with the merger pursuant to the Transition Services Agreement, the parties to which are ARCT IV, the ARCT IV OP, ARC Advisory Services and RCS Advisory Services.		$2,000,000

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Entity		Description		Amount
Realty Capital Securities, LLC		Provision of financial advisory and strategic services to ARCT IV prior to the consummation of the merger pursuant to the ARCT Investment Banking Services Agreement, the parties to which are ARCT IV and RC Securities.		0.25% of the transaction value of the merger (but no less than $2,500,000)
Boston Financial Data Services, Inc.		Assistance in connection with the solicitation of proxies from ARCT IV stockholders		$150,000

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

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.

In connection with the merger, on June 13, 2013, ARCP entered into a letter agreement, which we refer to as the ARCP Investment Banking Services Agreement, with Realty Capital Securities, LLC, which we refer to as RC Securities, pursuant to which the investment banking and capital markets division of RC Securities agreed to act as financial advisor to ARCP in connection with the merger. In connection with the ARCP Investment Banking Services Agreement and the services provided by RC Securities thereunder, ARCP will pay to RC Securities an amount equal to 0.25% of the sum of the total Transaction Value of the merger and such fee will be payable upon the consummation of the merger. When referring to the “Transaction Value,” we mean the sum of (i) the value of the merger consideration, (ii) the aggregate value of any debt, capital lease and preferred equity security obligations assumed, retired, cancelled or defeased in connection with the merger and (iii) the amount of any fees and expenses paid. ARCP will also reimburse RC Securities for reasonable out-of-pocket expenses arising in connection with the merger. See “The Merger — Interests of ARCP’s Directors and Executive Officers in the Merger — ARCP Investment Banking Services Agreement” on page 134 .

In connection with the merger, on July 1, 2013, ARCP entered into a letter agreement, which we refer to as the ARCP letter agreement, with RCS Advisory Services, LLC, which we refer to as RCS Advisory Services, RC Securities, and ANST, to act as non-exclusive advisor and information agent, respectively, to ARCP in connection with the merger and the related proxy solicitation seeking approval of the merger by ARCP’s stockholders and to pay an aggregate amount of $640,000 in consideration for the services provided under the ARCP letter agreement and such fee will be payable upon the consummation of the merger; provided that if the merger is not consummated, ARCP will be responsible for the payment of such fee. See “The Merger — Interests of ARCP’s Directors and Executive Officers in the Merger — ARCP Letter Agreement” on page 134 .

On July 1, 2013, ARCP, in its capacity as the general partner of the ARCP OP, entered into the Asset Purchase Agreement with the ARCT IV Advisor. Pursuant to the Asset Purchase Agreement, concurrently with the consummation of the mergers, the ARCT IV Advisor will sell to the ARCP OP certain furniture, fixtures, equipment and other assets used by the ARCT IV Advisor in connection with managing the property-level business and operations of ARCT IV and the ARCT IV OP, at the cost of such assets, for an aggregate purchase price of $5.8 million, which includes reimbursement of certain costs and expenses incurred by the ARCT IV Advisor. See “The Merger — Interests of ARCP’s Directors and Executive Officers in the Merger — Asset Purchase and Sale Agreement” on page 133 .

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

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

On May 17, 2013, ARCT IV entered into a letter agreement, which we refer to as the ARCT IV Investment Banking Services Agreement, with RC Securities, pursuant to which the investment banking and

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capital markets division of RC Securities agreed to act as financial advisor to ARCT IV in connection with either (i) a possible sale transaction involving ARCT IV, (ii) the possible listing of ARCT IV’s securities and (iii) a possible acquisition involving ARCT IV, which we refer to collectively as ARCT IV strategic alternatives. In connection with the ARCT IV Investment Banking Services Agreement and the services provided by RC Securities thereunder, ARCT IV will pay RC Securities an amount equal to 0.25% of the Transaction Value (as defined in the ARCT IV Investment Banking Services Agreement) of a sale transaction or acquisition and such fee will be payable upon the consummation of such sale transaction or acquisition, provided that such amount shall not be less than $2.5 million in the case of a sale transaction. When referring to the “Transaction Value,” we mean the sum of (i) the value of the merger consideration, (ii) the aggregate value of any debt, capital lease and preferred equity security obligations assumed, retired, cancelled or defeased in connection with the merger and (iii) the amount of any fees and expenses paid. ARCT IV will also reimburse RC Securities for reasonable out-of-pocket expenses arising in connection with the merger. See “The Merger — Interests of ARCT IV’s Directors and Executive Officers in the Merger — ARCT IV Investment Banking Services Agreement” on page 134 .

In connection with the merger, on July 1, 2013, ARCT IV entered into a letter agreement, which we refer to as the ARCT IV letter agreement, with RCS Advisory Services, RC Securities, and ANST, to act as non-exclusive advisor and information agent, respectively, to ARCT IV in connection with the merger and the related proxy solicitation seeking approval of the merger by ARCT IV’s stockholders and to pay an aggregate amount of $750,000 in consideration for the services provided under the ARCT IV letter agreement and such fee will be payable upon the consummation of the merger; provided that if the merger is not consummated, ARCT IV will be responsible for the payment of such fee. See “The Merger — Interests of ARCT IV’s Directors and Executive Officers in the Merger — ARCT IV Letter Agreement” on page 135 .

In connection with the merger, on July 1, 2013, ARCT IV and the ARCT IV OP entered into a certain legal services reimbursement agreement, which we refer to as the legal services reimbursement agreement, with ARC Advisory Services, LLC, which we refer to as ARC Advisory Services, and RCS Advisory Services, pursuant to which ARCT IV, on its own behalf and, as general partner of the ARCT IV OP, on behalf of the ARCT IV OP, reaffirmed the retention of ARC Advisory Services and RCS 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 IV and the ARCT IV OP will pay to ARC Advisory Services and as RCS 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 IV’s Directors and Executive Officers in the Merger — Legal Services Reimbursement Agreement” on page 135 .

In connection with the merger, on July 1, 2013, ARCT IV and the ARCT IV OP entered into a certain transition services agreement, which we refer to as the transition services agreement, with ARC Advisory Services and RCS Advisory Services, pursuant to which each of ARC Advisory Services, RCS Advisory Services and ARCT IV, on its own behalf and, as general partner of the ARCT IV OP, on behalf of the ARCT IV OP, memorialized (i) RCS Advisory Services’ obligation to perform the following services: legal support related to the merger and ongoing legal support, marketing support and event coordination, and (ii) ARC Advisory Services’ obligation to perform the following services: accounting support, acquisition support, investor relations support, public relations support, 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 IV and the ARCT IV OP will pay to ARC Advisory Services and RCS 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 IV’s Directors and Executive Officers in the Merger — Transition Services Agreement” on page 137 .

Each of RC Securities, ARC Advisory Services and RCS Advisory Services is an entity under common control with ARC. Payments under the letter agreement, the Legal Services Reimbursement Agreement and the Transition Services Agreement represent gross income to the applicable affiliate of ARC, not net income distributable to the equity holders of such affiliate of ARC.

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Interest of the ARCT IV Advisor in the Merger

As described under “Questions and Answers – What fees will the ARCT IV Advisor and its affiliates receive in connection with the merger?,” the ARCT IV Special Limited Partner, the direct owner of the ARCT IV Advisor, will be entitled to subordinated distributions from the ARCT IV OP equal to 15% of all distributions of net sales proceeds (as defined in the ARCT IV charter) after return to the ARCT IV stockholders and the ARCT IV OP’s limited partners of net sales proceeds equal to their capital contributions, plus distributions of net sales proceeds and operating income equal to a 6% cumulative, pre-tax, non-compounded return on their capital contributions. The amount of such subordinated distribution is estimated to equal approximately $62.7 million, assuming a value of $30.43 for the nominal consideration to ARCT IV stockholders in the merger (based on the closing price of ARCP common stock of $12.70 per share on October 4, 2013). The amount of 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, and will be payable in ARCT IV OP Units that will automatically convert into ARCP OP Units upon consummation of the mergers in accordance with the ARCT IV side letter. The parties have agreed that such ARCP OP Units may be exchanged or converted for ARCP common stock or cash upon consummation of the mergers, or, if not exchanged or conveited at that time, the ARCT IV Special Limited Partner shall have the option to cause ARCP to acquire such ARCP OP Units for cash at any time during a 24 month period commencing on the date immediately after the date that is the two year anniversary of the date on which the ARCT IV Special Limited Partner was issued its interest in the ARCP OP (including the period it held its interest in the ARCT IV OP) for an amount equal to the “cash amount” (as defined in the ARCP OP Agreement) per ARCP OP Unit. Pursuant to the ARCT IV side letter, the ARCT IV Advisor has agreed to waive a portion of the real estate commissions otherwise payable to the ARCT IV Advisor under the ARCT IV Advisory Agreement. Such real estate commissions could have been as much as $22.7 million, calculated as of July 1, 2013, the date the merger agreement was originally entered into (assuming the maximum fee of 2.0% of the sales price of the properties permitted under ARCT IV’s charter and provided for in the ARCT IV Advisory Agreement was payable). Pursuant to the ARCT IV side letter, the ARCT IV Advisor agreed to receive to a reduced real estate commission of $8.4 million.

Pursuant to the ARCT IV Advisory Agreement and the ARCT IV OP Agreement, the ARCT IV Advisor is entitled to receive ARCT IV Class B Units in connection with its asset management services. Subject to the approval of the ARCT IV Board, within 30 days of the end of each calendar quarter, the ARCT IV OP pays an asset management subordinated participation by issuing to the ARCT IV Advisor a number of ARCT IV Class B Units equal to (i) the product of the “cost of assets” as defined in the ARCT IV OP Agreement multiplied by 0.1875% divided by (ii) the value of one share of ARCT IV common stock. The ARCT IV Advisor will continue to be entitled to such ARCT IV Class B Units for the period prior to the consummation of the mergers.

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

Interests of Promoters and Certain Other Persons

Certain individuals have interests in ARCP as well as ARCT IV and/or the ARCT IV Advisor. Messrs. Schorsch and Kahane, who are promoters of ARCP and members of the ARCP Board, are also promoters of ARCT IV and directly or indirectly control ARC, which is the parent of the ARCT IV Special Limited Partner, the direct owner of the ARCT IV Advisor. Messrs. Weil, Peter M. Budko, and Brian S. Block are executive officers of each of ARCP and ARCT IV and promoters of ARCT IV. Additionally, Mr. Weil is a member of the ARCT IV Board.

In connection with the merger, the ARCT IV Special Limited Partner will be entitled to receive subordinated distributions of net sales proceeds pursuant to the ARCT IV OP Agreement. Such subordinated distributions of net sales proceeds are estimated to equal approximately $62.7 million, assuming a value of $30.43 for the nominal consideration to ARCT IV stockholders in the merger (based on the closing price of ARCP common stock of $12.70 on October 4, 2013. Such subordination distributions are payable in the form of ARCT IV OP Units. The ARCT IV Special Limited Partner will not receive cash, ARCP OP Units and Series F Preferred Units in respect of such ARCT IV OP Units, as other holders of ARCT IV OP Units will receive in the merger. Instead, such

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ARCT IV OP Units will automatically convert into approximately 6,112,439 ARCP OP Units. The actual amount of the subordination distributions may be higher or lower than this amount, depending on the price of ARCP common stock at the time of the merger. Pursuant to the merger agreement as entered into on July 1, 2013, ARCT IV stockholders who elected stock consideration would have enjoyed a “floor” by which their stock consideration could not fall below a certain value per share of ARCT IV common stock. The ARCT IV Special Limited Partner intended to waive any portion of the subordinated distributions of net sales proceeds to which it would have been entitled as a result of such floor value of ARCT IV common stock that it would not otherwise be entitled to pursuant to the ARCT IV OP Agreement. In light of the amendment to the merger agreement on October 6, 2013, such waiver is no longer applicable. In addition, the ARCT IV Advisor will be entitled to a real estate commission of $8.4 million and approximately 304,358 ARCT IV Class B Units as of November 15, 2013 in connection with its asset management services to ARCT IV. Additional Class B Units may be issuable subsequent to such date. Pursuant to the ARCT IV side letter, as of the closing date of the Merger, each unconverted ARCT IV Class B Unit will be converted into 2.3961 of, or the Exchange Ratio, ARCP Class B Units.

The tables under “The Merger — Interests of ARCP’s Directors and Executive Officers in the Merger” and “— Interest of the ARCT IV Advisor in the Merger” detail additional fees and reimbursements payable to ARC and its affiliates in connection with the merger.

Potential Conflicts

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

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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 IV 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 IV 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.

Listing of Shares of ARCP Series F Cumulative Redeemable Preferred Stock

Approval of the listing on the NASDAQ of the shares of Series F Preferred Stock to be issued to ARCT IV 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 Series F Preferred Stock to be issued to ARCT IV 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 IV common stock will be deregistered under the Exchange Act.

No Stockholder Appraisal Rights in the Merger

ARCT IV stockholders are not entitled to exercise appraisal rights in connection with the merger. See “No Appraisal Rights” beginning on page 183 .

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:

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Neither ARCP nor ARCT IV 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.

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 168 .

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 IV 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 142 .

No Solicitation and Change in Recommendation

Under the merger agreement, each of ARCT IV and the ARCT IV 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 IV stockholders, ARCT IV and the ARCT IV 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 IV and the ARCT IV 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 IV stockholders, the ARCT IV Board may, under certain specified circumstances, withdraw its

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recommendation of the merger if the ARCT IV 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.

For more information regarding the limitations on ARCT IV and its board of directors to consider other proposals, see “The Merger Agreement — Covenants and Agreements — No Solicitation of Transactions by ARCT IV” beginning on page 172 .”

Termination Payment: Break-up Fee and Expenses Reimbursement

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

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

ARCT IV may also decide to terminate the merger agreement if:

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

For more information regarding the rights of ARCP and ARCT IV to terminate the merger agreement, see “The Merger Agreement — Termination of the Merger Agreement” beginning on page 178 .

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 IV and ARCP may be obligated to pay the other party an amount equal to $5.0 million in expense reimbursement in certain circumstances. Additionally, the merger agreement provides for the payment of a break-up fee by ARCT IV in the amount of $10.0 million in certain circumstances.

For more information regarding the expense reimbursement, see “The Merger Agreement — Termination of the Merger Agreement — Termination Payment: Break-up Fee and Expenses Reimbursement” beginning on page 179 .

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

The receipt of the merger consideration for each share of ARCT IV common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Generally for U.S. federal income tax purposes, ARCT IV stockholders will recognize gain or loss as a result of the merger on each share of ARCT IV common stock measured by the difference, if any, between the fair market value of the merger consideration per share and such stockholder’s adjusted tax basis in that share. In addition, under certain circumstances, a portion of the merger consideration may be subject to withholding under applicable tax laws.

For further discussion of the material U.S. federal income tax consequences of the merger, see “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 145 .

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

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Accounting Treatment of the Merger

ARCT IV and ARCP are considered to be variable interest entities, or VIEs, under common control in accordance with Generally Accepted Accounting Principles in the U.S., or U.S. GAAP. In making this determination we considered the following:

U.S. GAAP requires that contractual interest be considered in the evaluation of the significance of variable interests. The variable risks of the entities are credit risks from the tenants rent receivables, interest rate risk from financing activities and operations risks among others. ARC’s affiliates participated significantly in the design of the entities’ structures, including fee structures. The net proceeds of the entities are passed along primarily through distributions to investors and fees to ARC’s affiliates.

Due to ARC’s and its affiliate’s involvement with, and significance in participation in the net proceeds of the companies, ARC is a contractual variable interest holder in both entities. Due to the combination of the significance of the variable interest through contractual arrangements and the ability, through executive management, of ARC’s affiliates to direct activities that significantly affect the economic performance of the companies, both entities qualify ARC as a primary beneficiary of a VIE and therefore common control exists under the U.S. GAAP definition.

In accordance with U.S. GAAP, if a primary beneficiary of a VIE and the VIEs are under common control, the primary beneficiary shall initially measure the assets, liabilities, and non-controlling interests of the VIE at amounts at which they are carried in the accounts of the reporting entity that controls the VIE (or would be carried if the reporting entity issued financial statements prepared in conformity U.S. GAAP, therefore all ARCT IV balances will be carried over from the historical GAAP financial statements without fair value adjustments to allocate the purchase price paid among the assets and liabilities acquired.

Comparison of Rights of ARCP Stockholders and ARCT IV Stockholders

At the effective time of the merger, ARCT IV stockholders 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 IV’s charter and bylaws in a number of ways.

For a summary of certain differences between the rights of ARCP stockholders and ARCT IV stockholders, see “Comparison of Rights of ARCP Stockholders and ARCT IV Stockholders” beginning on page 184 .

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Recent Developments

During the first nine months of 2013 and the full year 2012, ARCP acquired properties with an aggregate purchase price of approximately $2.8 billion and $1.6 billion, respectively. In addition to the transactions contemplated by the merger agreement, ARCP consummated the CapLease Merger, pursuant to which ARCP acquired all of the outstanding stock of CapLease for an aggregate purchase price of approximately $2.2 billion. With the CapLease acquisition, ARCP added a total of 68 properties to its portfolio. ARCP has also entered into a separate merger agreement with Cole, pursuant to which each outstanding share of Cole common stock, other than shares owned by Cole, any subsidiary of ARCP or any wholly owned subsidiary of Cole, will be converted into the right to receive, at the election of the holder thereof, either (i) 1.0929 shares of ARCP common stock or (ii) $13.82 in cash, provided that cash consideration will be given for no more than 20% of the shares of Cole common stock issued and outstanding immediately prior to such merger, for an aggregate consideration of $11.2 billion (based on the closing price of ARCP common stock on October 22, 2013). The total purchase price for properties already acquired during 2013 and the properties that are under contract to be acquired, excluding the merger with ARCT IV, exceeds $6.1 billion. ARCP has also entered into an agreement to acquire a portfolio of 33 properties from Inland, of which five properties were acquired on September 24, 2013. Additionally, ARCP has entered into an agreement to acquire a portfolio of 120 properties from Fortress and to assume all obligations of ARC with respect to the acquisition of such properties. The total acquired properties for the first three quarters in 2013 consist of 33 single-tenant properties (5 of which have already been acquired) net leased, and all are of property types that ARCP already has in its portfolio. On an aggregate basis, no single tenant of the properties that ARCP has acquired during 2013 will account for more than 10% of ARCP’s assets as of December 31, 2012, which is the date of the last audited balance sheet.

Similarly, ARCT IV has acquired properties with an aggregate purchase price of approximately $2.1 billion during the first three quarters of 2013. These acquisitions consist of 662 single-tenant properties net leased to 169 different tenants, and all are in industries and of property types that ARCT IV 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 IV acquisitions that close after the merger) with cash on hand, borrowings under its revolving credit facility or possible issuances of additional securities. ARCT IV 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.

In addition to the above-mentioned merger agreements and acquisitions, ARCP has determined that it will become self-managed, i.e., that executives and employees of the ARCP Manager will be transferred to ARCP and additional employees and executives will be recruited to join ARCP such that ARCP would have a fully-integrated management team. Self-management will eliminate conflicts of interests associated with an external advisor. The existing management agreement with the ARCP Manager will be terminated with no termination fee payable by ARCP, and management and operational functions will be internalized. Nicholas S. Schorsch will act as ARCP’s Executive Chairman and interim Chief Executive Officer. Mr. Schorsch will spend a substantial portion of his time in this position. Brian S. Block, currently the Chief Financial Officer of the Company, as well as the external manager, will join ARCP in that same capacity on a full-time basis. Both Mr. Schorsch and Mr. Block have entered into written employment agreements. In addition, Lisa Beeson, who was formerly a Managing Director and head of Global Real Estate M&A at Barclays, has joined ARCP as Chief Operating Officer. Additionally, David Kay, who was formerly Chief Investment Officer of Capital Automotive Real Estate Services, Inc., a specialty finance company for automotive real estate, was appointed President of ARCP effective as of a date on or prior to February 20, 2014. Approximately 65 additional employees from ARC departments including real estate underwriting, due diligence, capital markets, accounting and reporting, marketing, technology, asset and property management and real estate brokerage are expected to join ARCP. ARCP will operate several divisions, overseen by experienced executive teams. These divisions each represent an area of expertise, including net lease office, industrial and built-to-suit; retail and warehouse distribution; restaurants; and private capital management.

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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, 2012 and 2011 and for the fiscal years ended December 31, 2012 and 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 proxy statement/prospectus.

The historical financial data as of September 30, 2013 and 2012 and for the nine-month periods ended September 30, 2013 and 2012 were derived from ARCP’s historical unaudited condensed consolidated financial statements, which are included in Appendix I to this 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, 2013 financial information. Interim results for the nine-months ended and as of September 30, 2013 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2013.

You should read this selected historical financial information together with the financial statements included in reports that are included in Appendix I to this 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,
		2013				2012				2012				2011
		(In thousands)
Total real estate investments, at cost		$	2,971,050			$	1,181,061			$	1,798,490			$	209,326
Total assets			3,151,013				1,879,966				1,965,452				221,578
Mortgage notes payable			269,891				192,490				265,118				35,320
Senior corporate credit facility			600,000				—				—				—
Senior secured revolving credit facility			—				91,090				124,604				42,407
Total liabilities			1,698,208				304,193				417,293				80,790
Total stockholders’ equity			1,329,203				1,563,260				1,531,694				137,086
Total equity			1,452,805				1,575,773				1,548,159				140,788

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		Historical Results for the Nine Months Ended September 30,								Historical Results for the Year Ended December 31,								Historical Results for the Period from December 2, 2010 (Date of Inception) to December 31, 2010
		2013				2012				2012				2011
		(In thousands, except share and per share data)
Total revenues		$	145,915			$	36,486			$	66,793			$	3,970			$	—
Expenses:
Acquisition related			21,961				27,235				42,761				3,898				—
Merger and other transaction related			146,240				20				2,603				—				—
Property operating			8,972				1,656				3,484				220				—
General and administrative			4,018				1,523				3,912				553				—
Equity-based compensation			11,510				804				1,180				182				—
Depreciation and amortization			92,211				22,161				40,700				2,111				—
Operating fees to affiliates			—				212				212				—				—
Total operating expenses			284,912				53,611				94,852				6,964				—
Operating income (loss)			(138,997	)			(17,125	)			(28,059	)			(2,994	)			—
Other income (expenses):
Interest expense			(41,589	)			(7,596	)			(11,947	)			(960	)			—
Loss on contingent value rights			(69,676	)			—
Income from investment securities			218				—				534				—				—
Gain on sale of investment securities			451				—				—				—				—
Loss on derivative instruments			(144	)			—				91				—				—
Other income, net			171				273				426				2				—
Total other expenses			(110,569	)			(7,323	)			(10,896	)			(958	)			—
Loss from continuing operations			(249,566	)			(24,448	)			(38,955	)			(3,952	)			—
Net loss from continuing operations attributable to non-controlling interests			726				138				255				69				—
Net loss from continuing operations attributable to stockholders			(248,840	)			(24,310	)			(38,700	)			(3,883	)			—
Discontinued operations:
Net income (loss) from operations of held for sale properties			159				(53	)			(145	)			(37	)			—
Income (loss) on held for sale properties			14				(452	)			(600	)			(815	)			—
Net income (loss) from discontinued operations			173				(505	)			(745	)			(852	)			—
Net (loss) income from discontinued operations attributable to non-controlling interests			(9	)			27				46				36				—
Net income (loss) from discontinued operations attributable to stockholders			164				(478	)			(699	)			(816	)			—
Net loss			(249,393	)			(24,953	)			(39,700	)			(4,804	)			—
Net loss attributable to non-controlling interests			717				165				301				105				—
Net loss attributable to stockholders		$	(248,676	)		$	(24,788	)		$	(39,399	)		$	(4,699	)		$	—
Other Data:
Net loss per common share from continuing operations attributable to common stockholders – basic and diluted		$	(1.49	)		$	(0.31	)		$	(0.38	)		$	(1.04	)			NM
Net loss per common share attributable to common stockholders – basic and diluted		$	(1.49	)		$	(0.32	)		$	(0.39	)		$	(1.26	)			NM
Weighted-average number of common shares outstanding, basic and diluted			166,970,341				76,950,157				102,513,974				3,720,351				19,000

NM: Not meaningful

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Selected Historical Financial Information of ARCT IV

The following selected historical financial information for the period from February 14, 2012 (date of inception) to December 31, 2012 and the selected balance sheet data as of December 31, 2012 have been derived from ARCT IV’s audited consolidated financial statements, which are included in Appendix II to this proxy statement/prospectus.

The selected historical financial information for the nine-month period ended September 30, 2013 and the period from February 14, 2012 (date of inception) to September 30, 2012, and as of September 30, 2013 has been derived from ARCT IV’s unaudited consolidated financial statements, which are included in Appendix II to this proxy statement/prospectus. The selected historical financial information as of September 30, 2013 has been derived from ARCT IV’s unaudited consolidated financial statements, included in Appendix II to this proxy statement/prospectus. In ARCT IV’s opinion, such unaudited financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim September 30, 2013 financial information. Interim results for the nine-months ended and as of September 30, 2013 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2013.

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

		Historical as of September 30,								Historical as of December 31,
		2013				2012				2012				2011
		(In thousands)
Total real estate investments, at cost		$	2,145,115			$	1,125			$	76,778			$	—
Total assets			2,199,323				8,191				216,743				—
Senior secured credit facility			710,000				—				—				—
Total liabilities			736,381				1,372				2,733				—
Total stockholders’ equity			1,434,959				8,191				214,010				—
Total equity			1,462,942				8,191				214,010				—

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		Historical Results for the Nine Months Ended September 30, 2013				Historical Results for the Period from February 14, 2012 (Date of Inception) to September 30, 2012				Historical Results for the Period from February 14, 2012 (Date of Inception) to December 31, 2012
		(In thousands, except share and per share data)
Total revenues		$	47,053			$	1			$	414
Expenses:
Merger and other transaction related			3,835				—				—
Acquisition and transaction related			52,603				55				2,309
Property operating			2,107				—				38
General and administrative			2,214				99				320
Depreciation and amortization			30,620				—				303
Total operating expenses			91,379				154				2,970
Operating loss			(44,326	)			(153	)			(2,556	)
Other income:
Interest expense			(3,240	)			—				—
Income from investment securities			1,798				—				—
Other income, net			463				—				19
Loss on sale of investment securities			(2,246	)			—				—
Total other income			(3,225	)			—				19
Net loss			(47,551	)			(153	)			(2,537	)
Net loss attributable to non-controlling interests			415				—				—
Net loss attributable to stockholders		$	(47,136	)		$	(153	)		$	(2,537	)
Other Data:
Net loss per common share – basic and diluted		$	(0.83	)		$	(5.59	)		$	(1.66	)
Weighted-average number of common shares outstanding, basic and diluted			56,474,396				27,381				1,526,766

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Unaudited Comparative Per Share Information

The following tables set forth, for the nine-months ended September 30, 2013 and for the year ended December 31, 2012, selected per share information for ARCP common stock on a historical and pro forma combined basis and for ARCT IV common stock on a historical and pro forma equivalent basis, each on an 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 IV audited consolidated financial statements and related notes, the unaudited condensed consolidated interim financial statements of ARCP and ARCT IV and related notes, and the unaudited pro forma condensed consolidated financial information and related notes, which are included elsewhere in this proxy statement/prospectus.

The pro forma consolidated ARCT IV equivalent information shows the effect of the merger from the perspective of an owner of ARCT IV 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 proxy statement/prospectus.

The pro forma income from continuing operations per share includes the combined income (loss) from continuing operations of ARCP and ARCT IV on a pro forma basis as if the transactions were consummated on January 1, 2012. The information also reflects the estimated effects of the Recent and Pending Transactions, which are based upon available information and certain assumptions that ARCP believes are reasonable.

		ARCP								ARCT IV
		Historical				Pro Forma Combined				Historical				Pro Forma Equivalent
For the Nine Months Ended September 30, 2013
Loss from continuing operations attributable to common stockholders per common share
Basic		$	(1.49	)		$	(0.46	)		$	(0.83	)		$	(0.24	)
Diluted		$	(1.49	)		$	(0.46	)		$	(0.83	)		$	(0.24	)
Distributions declared per common share		$	0.68			$	0.75			$	1.24			$	0.39	(1)
Book value per common share		$	7.17			$	11.36			$	20.57			$	5.89	(2)
For the Year Ended December 31, 2012
Loss from continuing operations attributable to common stockholders per common share
Basic		$	(0.39	)		$	(0.00	)		$	(1.66	)		$	(0.00	)
Diluted		$	(0.39	)		$	(0.00	)		$	(1.66	)		$	(0.00	)
Distributions declared per common share		$	0.88			$	1.00			$	1.65			$	0.52	(1)
Book value per common share		$	8.55			$	11.10			$	20.62			$	5.76	(2)

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Comparative ARCP and ARCT IV Market Price and Distribution 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
2012
First Quarter		$	12.24			$	10.051			$	0.21917
Second Quarter		$	11.37			$	9.77			$	0.22042
Third Quarter		$	12.58			$	10.35			$	0.22167
Fourth Quarter		$	13.48			$	11.64			$	0.22292
2013
First Quarter		$	14.915			$	12.45			$	0.22417
Second Quarter		$	18.05			$	13.99			$	0.22583
Third Quarter		$	15.36			$	12.13			$	0.22750
Fourth Quarter (through December 3, 2013)		$	13.94			$	12.16			$	0.15167

(1)

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

ARCT IV’s Distribution Data

There is no established public trading market for shares of ARCT IV 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. The first distribution payment was made on November 1, 2012, relating to the period from October 13, 2012 through October 31, 2012.

		Total Cash Distributions Paid (in thousands) (1)
2012
Fourth Quarter		$	802
2013
First Quarter		$	5,788
Second Quarter		$	25,911
Third Quarter		$	29,569
Fourth Quarter (through December 3, 2013)		$	19,607

(1)

ARCT IV's distributions are payable by the 5 th day following each month end to stockholders of record at the close of business each day during the prior month at a rate of $0.004520548 per day.

On May 30, 2013, the ARCP Board authorized and ARCP declared an increase to ARCP’s annual distribution rate to $0.910 per share, which became payable commencing with ARCP’s June 2013 distribution, and $0.07583 per share was paid on June 15, 2013 to recordholders as of the close of business on June 8, 2013. ARCP’s annualized distribution rate has been increased to $0.94 per share following the consummation of the CapLease Merger, commencing with ARCP’s December 2013 distribution, and is anticipated to increase to $1.00 upon consummation of the Cole Merger. If ARCP continues to pay monthly cash distributions at the rate of $0.07833 per share after the merger, this dividend, from the perspective of a holder of ARCT IV common stock, would be equivalent to a monthly distribution of approximately $0.040655 per share of ARCT IV common stock, assuming the exchange ratio is 0.519. In addition, the Series F Preferred Stock will pay a dividend of 6.70% on its liquidation preference of $25.00 per share, equivalent to $0.08271 per share monthly after ther merger.

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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 June 28, 2013, the last full trading day before the public announcement of the execution of the merger agreement by ARCP and ARCT IV, on October 4, 2013, the last full trading day before the public announcement of the execution of the first amendment to the merger agreement by ARCP and ARCT IV, on October 10, 2013, the last full trading day before the execution of the second amendment to the merger agreement by ARCP and ARCT IV, and on December 3, 2013, the latest practicable trading day before the date of this proxy statement/prospectus:

		ARCP Common Stock
June 28, 2013		$	15.26
October 4, 2013		$	12.70
October 10, 2013		$	12.34
December 3, 2013		$	13.34

The market price of ARCP common stock will fluctuate between the date of this proxy statement/prospectus and the effective time of the merger.

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 IV 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 IV common stock will be deregistered under the Exchange Act.

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experienced price and volume fluctuation, and investors in ARCP common stock may experience a decrease in the value of their shares. Factors such as ARCP’s operating performance and the performance of similar companies, actual or anticipated differences in operating results, changes in market valuations of similar companies, strategic decisions by ARCP, including the merger, or strategic decisions by ARCP’s competitors, the realization of any of the other risk factors presented or incorporated by reference in this proxy statement/prospectus, and other factors, including factors unrelated to ARCP’s performance such as general market conditions and changes in interest rates that may impact other companies, including ARCP’s competitors, could cause the market price of ARCP common stock to fluctuate.

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

In addition, although there is currently no active trading market for ARCT IV common stock, the value of ARCT IV common stock at the consummation of the merger may vary from its value on the date the first amendment to the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the special meeting of ARCT IV. As a result of this or other factors, the value of the merger consideration paid to holders of ARCT IV common stock could be more or less than $30.43, which represents the nominal value of the merger consideration payable as of the date the first amendment to the merger agreement was signed.

The merger and related transactions are subject to approval by stockholders of ARCT IV.

In order for the merger to be completed, ARCT IV 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 IV common stock entitled to vote on such proposal at the ARCT IV special meeting. If such required vote is not obtained by March 31, 2014 (subject to the right of each of ARCP and ARCT IV 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 IV stockholders will be diluted by the merger.

The merger will dilute the ownership position of the current ARCP stockholders and result in ARCT IV stockholders having an ownership stake in ARCP that is smaller than their current stake in ARCT IV. In connection with the merger, ARCP expects to issue approximately 36.9 million shares of ARCP common stock to the holders of ARCT IV common stock, based on the number of shares of ARCT IV common stock outstanding on ARCT IV’s record date. Based on the closing price of ARCP common stock on October 4, 2013, the last full trading day before the public announcement of the execution of the first amendment to the merger agreement by ARCP and ARCT IV, of $12.70, ARCP stockholders and the former ARCT IV

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stockholders are expected to hold approximately 83% and 17%, 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 IV outstanding on ARCT IV’s record date and various assumptions regarding share issuances by each of ARCP and ARCT IV prior to the effective time of the merger. In addition, as of ARCT IV’s record date, approximately 630,692 ARCP OP Units were issuable in connection with the partnership merger. Such ARCP OP Units are redeemable after one year of issuance for shares of ARCP common stock on a one-to-one basis or cash, at the election of ARCP. Consequently, ARCP stockholders and ARCT IV 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 IV, 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, ARCP or ARCT IV, as applicable, may be obligated to pay the other party $5.0 million in expense reimbursements. For example, in the event that ARCT IV stockholders do not approve the merger agreement and ARCT IV has not received a competing acquisition proposal, ARCP may be obligated to pay ARCT IV $5.0 million in expense reimbursements. Additionally, under certain circumstances, ARCT IV may be obligated to pay ARCP a break-up fee in the amount of $10.0 million in certain circumstances. See “The Merger Agreement — Termination of the Merger Agreement — Termination Payment: Break-up Fee and Expenses Reimbursement” beginning on page 179 .

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

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

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

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

In connection with the pending merger and the other Recent and Pending Transactions, some tenants or vendors of each of ARCP and ARCT IV may delay or defer decisions, which could negatively impact the revenues, earnings, cash flows and expenses of ARCP and ARCT IV, regardless of whether the merger is completed. In addition, due to operating covenants in the merger agreement, each of ARCP and ARCT IV 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.

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

Some of the directors and executive officers of each of ARCT IV and ARCP have arrangements that provide them with interests in the merger that are different from, or in addition to, those of the ARCT IV stockholders and the ARCP stockholders, respectively. These interests include, among other things, a letter

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agreement, a legal services reimbursement agreement, an investment banking services engagement letter and a transition services agreement. These interests, among other things, may influence the directors and executive officers of each of ARCT IV and ARCP to support or approve the merger. See “The Merger — Interests of ARCT IV’s Directors and Executive Officers in the Merger” beginning on page 135 and “The Merger — Interests of ARCP’s Directors and Executive Officers in the Merger” beginning on page 133 .

The merger agreement contains provisions that could discourage a potential competing acquirer of ARCT IV 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 ARCT IV’s ability to solicit, encourage, facilitate or discuss competing third-party proposals to acquire all or a significant part of ARCT IV. In addition, ARCT IV 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 ARCP board of directors may withdraw or qualify its recommendation. Upon termination of the merger agreement in certain circumstances, ARCT IV may be required to pay a termination payment to ARCP, and in certain other circumstances, ARCP may be required to pay an expense reimbursement to ARCT IV. See “The Merger Agreement — Covenants and Agreements — No Solicitation of Transactions by ARCT IV” beginning on page 172 , “The Merger Agreement — Termination of the Merger Agreement — Termination Payment: Break-up Fee and Expenses Reimbursement” beginning on page 179 .

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of ARCT IV 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 IV Board a general ability to terminate the merger agreement based on the exercise of the directors’ duties.

ARCT IV may terminate the merger agreement, subject to the terms thereof, if ARCT IV’s 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 IV could be adversely affected and each of ARCP and ARCT IV 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 fourth 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 IV may terminate the merger agreement if the merger has not occurred by March 31, 2014 (subject to the right of each of ARCP and ARCT IV 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 IV stockholders or satisfying the other closing conditions to which the merger is subject.

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 fourth quarter of 2013, is subject to certain closing conditions, including, among other things (a) the effectiveness of this registration statement of which this proxy statement/prospectus forms a part, pursuant to which shares of ARCP common stock and Series F Preferred Stock will be issued, (b) 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 IV’s outstanding shares of common stock at the ARCT IV special meeting, (c) the accuracy of the other parties’ representations and warranties and compliance

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with covenants, subject in each case to materiality standards and (d) approval by the board of directors of ARCP of an annual distribution rate of $0.94 per share of ARCP common stock (which has been approved following the closing of the CapLease Merger, and payment of which will commence with ARCP’s December 2013 distribution). 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.

ARCP expects to pay for a portion of the cash consideration and other costs of the merger through draws on its existing credit facility. However, the related commitments of ARCP’s new financing may expire prior to the consummation of the merger and ARCP may not be able to draw under its existing credit facility, in which case ARCP will need to replace the funding that will be used to finance such portion of the cash consideration and other merger costs.

ARCP may elect to pay a portion of the costs of the merger through financing under ARCP’s $1.7 billion credit facility (under which ARCP has undrawn commitments of $75.2 million and which contains an “accordion” feature to allow ARCP, under certain circumstances, to increase the commitments thereunder by $800.0 million), borrowings under which are subject to borrowing base availability. The funding of the existing commitments under the credit facility are subject to customary conditions, including (a) the bring-down of ARCP’s representations and warranties, (b) no default existing or resulting from such funding and the use of proceeds thereof, (c) timely notice by ARCP and (d) borrowing base availability.

If additional commitments are obtained in connection with ARCP’s exercise of the “accordion” feature under the credit facility, such commitments likely will be subject to customary conditions, which may include, without limitation, (1) the completion of due diligence review of ARCP’s and ARCP’s subsidiaries’ assets, liabilities and properties, and, to the extent such commitments will be utilized to fund a portion of merger consideration, ARCT IV and its subsidiaries, (2) the absence of any change, occurrence or development that has had, or could reasonably be expected to result in, (x) a material adverse change in, or a material adverse effect on, ARCP’s and ARCP’s subsidiaries’ operations, business, assets, properties or liabilities, and, to the extent such commitments will be utilized to fund a portion of the merger consideration, ARCT IV and its subsidiaries, or (y) a material impairment of the rights and remedies of the credit facility lenders and agents under the credit agreement for the credit facility and (3) to the extent any portion of such additional commitments are anticipated to be syndicated by the lenders providing such additional commitments, 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 such additional commitments. In addition, ARCP has elected and may elect to pay a portion of the costs of the Recent and Pending Transactions through financing under ARCP’s credit facility. See “— Risk Factors Relating to ARCP’s Merger with CapLease, Pending Merger with Cole and Other Recent and Pending Transactions — ARCP expects to pay for a portion of the cash consideration and other costs of the Cole Merger and other Recent and Pending transactions through new financing, including financing as to which it does not have a binding commitment, and draws on ARCP’s existing credit facility. However, any commitments for ARCP’s new financing may expire prior to the consummation of such transactions, or ARCP may not be able to obtain such financing, receive funding under the Barclays Facility (as defined below) or draw under its existing credit facility.” Any such payment may reduce the amount of funds available to fund the cash portion of the merger consideration.

Certain financial and other covenants under the existing credit facility may not be satisfied, after giving effect to the merger. ARCP may not be able draw additional funds needed to close the Cole Merger and the merger (as such term is defined in “Risk Factors — Risk Factors Relating to ARCP’s Merger with CapLease, Pending Merger with Cole and Other Recent and Pending Transactions — Your ownership position in ARCP may be diluted in connection with the Cole Merger and the conversion of ARCP’s Series D Cumulative Convertible Preferred Stock”) (which, in turn, could result in ARCP’s default under the applicable merger agreements) and certain other defaults or events of defaults under the existing credit facility may result. Further, the failure to consummate the merger would result in the failure to satisfy a condition needed to close the Cole Merger and would require ARCP to pay Cole a break-up fee of $110.0 million.

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There can be no assurance that ARCP will receive the fundings under the existing credit facility described above, that ARCP will finance the merger as anticipated or that ARCP 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 costs of the merger, ARCP will be unable to consummate the merger and may be in default under one or more of the Merger Agreements.

If the merger is not consummated by March 31, 2014 (unless extended by either party), either ARCP or ARCT IV may terminate the merger agreement.

Either ARCP or ARCT IV may terminate the merger agreement if the merger has not been consummated by March 31, 2014, unless either ARCP or ARCT IV 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 to consummate the merger. For more information, please see the section titled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 178 .

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 properties and operations of ARCT IV that ARCP is acquiring with those of ARCP. 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 IV Advisor will only provide support for a limited period of time under the ARCT IV Advisory Agreement.

The ARCT IV Advisory Agreement, which requires the ARCT IV Advisor to provide certain services to ARCT IV, including asset management, advisory services, and other essential services, has been terminated and will expire 60 days following the consummation of the merger, which is anticipated to occur during the fourth 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 IV 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 properties and operations of ARCP and ARCT IV. 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, including the expected annual general and administrative cost savings of up to $0.5 million, as well as a more efficient cost structure through eliminated

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acquisition and financing fees, reduced management fees and economies of scale. See “Risk Factors — Risk Factors Relating to ARCP’s Merger with CapLease, Pending Merger with Cole and Other Recent and Pending Transactions — ARCP may be unable to integrate he recently acquired GE Capital Portfolio (as defined below) and other pending acquisitions into its existing portfolio or CapLease’s, ARCT IV’s or Cole’s businesses with its business successfully and realize the anticipated synergies and related benefits of the Recent and Pending Transactions and acquisition of the GE Capital Portfolio or do so within the anticipated timeframe.”

Payment of fees to the ARCT IV Advisor reduces cash available for investment and distribution.

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

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.

In addition, following the effective time of the merger, ARCP stockholders and former ARCT IV 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 IV 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 IV stockholders who receive ARCP common stock in the merger will have different rights that may be less favorable than their current rights as ARCT IV stockholders.

After the consummation of the merger, ARCT IV stockholders will have different rights than they currently have as ARCT IV 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 IV and your rights as a stockholder of ARCP, see “Comparison of Rights of ARCP Stockholders and ARCT IV Stockholders” beginning on page 184 .

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, ARCP and ARCT IV 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 ARCP’s businesses.

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

Each of ARCP and ARCT IV 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

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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 IV fails to qualify as a REIT for U.S. federal income tax purposes.

If ARCT IV 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.

ARCP is more highly leveraged than ARCT IV and ARCP’s anticipated level of indebtedness will increase upon completion of the merger and will increase the related risks ARCP now faces.

Upon consummation of the merger, the combined company may be more highly leveraged than ARCP and ARCT IV on an absolute basis and more highly leveraged than ARCT IV as a percentage of total assets, thereby exposing stockholders to greater risk and, if ARCP’s leverage increases, exposing ARCP to greater risk, possible limitations on future capital plans and acquisitions, if any. In connection with the merger, ARCP expects to assume ARCT IV’s existing mortgage debt and senior secured credit facility, which as of September 30, 2013, aggregated approximately $2.1 million and $710.0 million, respectively. In addition, the combined company expects to have access to $4.9 billion of debt, subject to certain conditions.

In addition, in connection with the merger, ARCP will incur additional indebtedness and may require certain properties of ARCT IV subject to certain mortgage. As a result, ARCP will be subject to increased risk and 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 September 30, 2013, ARCP had indebtedness of $1.7 billion. Taking into account ARCP’s existing indebtedness, the incurrence of additional indebtedness in connection with the merger, and the expected acquisition of properties subject to indebtedness in the merger, ARCP’s pro forma consolidated indebtedness as of September 30, 2013, after giving effect to the CapLease Merger and the merger, would be up to approximately $4.8 billion, equal to a leverage ratio of approximately 178%. Giving further pro forma effect to the indebtedness to be incurred in the Cole Mergers, ARCP would have had consolidated indebtedness as of September 30, 2013 of $10.1 billion. The risks of ARCP’s increased indebtedness are described under “Risk Factors — Risk Factors Relating to ARCP Following the Merger and Recent and Pending Transactions and ARCP’s Operations Generally — ARCP is subject to risks associated with debt and capital stock financing.”

Risks Factors Relating to the Series F Preferred Stock

The Series F Preferred Stock is subordinate to ARCP’s existing and future debt, and the interests of the ARCT IV stockholders in the Series F Preferred Stock could be diluted by the issuance of additional shares of preferred stock and by other transactions.

The Series F Preferred Stock will rank junior to all of ARCP’s existing and future indebtedness, and other non-equity claims on ARCP and ARCP’s assets available to satisfy claims against ARCP, including claims in bankruptcy, liquidation or similar proceedings. ARCP’s existing debt includes restrictions on its ability to pay dividends to preferred stockholders, and its future debt may include similar restrictions. ARCP’s charter currently authorizes the issuance of up to 100,000,000 shares of preferred stock in one or more classes or series. Effective as of November 8, 2013, following the consummation of the CapLease Merger, which occurred on November 5, 2013, (i) all outstanding shares of the Series C Preferred Stock converted into 1.4 million shares of ARCP common stock and $441.4 million in cash and (ii) a substantial portion of the proceeds of the repayment of the Series C Preferred Stock were used by certain of the holders to reinvest in Series D Preferred Stock and ARCP issued 21.7 million shares of Series D Preferred Stock (having an aggregate liquidation preference of $288.0 million). Such transactions closed on November 12, 2013. Subject to limitations prescribed by Maryland law and ARCP’s charter, ARCP’s board of directors is authorized to issue, from ARCP’s authorized but unissued shares of capital stock, preferred stock in such classes or series as ARCP’s board of directors may determine and to establish from time to time the number of shares of

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preferred stock to be included in any such class or series. The issuance of additional shares of Series F Preferred Stock or additional shares of preferred stock on parity with Series F Preferred Stock, including the Series D Preferred Stock dilutes the interests of the holders of Series F Preferred Stock and could adversely affect ARCP’s ability to pay dividends on, redeem or pay the liquidation preference on the Series F Preferred Stock. Other than the conversion right afforded to holders of Series F Preferred Stock that may become exercisable in connection with certain changes of control as described in this registration statement under the heading “Description of ARCP Shares — Series F Cumulative Redeemable Preferred Stock — Conversion Rights,” none of the provisions relating to the Series F Preferred Stock contain any terms relating to or limiting ARCP’s indebtedness or affording the holders of Series F Preferred Stock protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all ARCP’s assets, that might adversely affect the holders of Series F Preferred Stock, so long as the rights of the holders of Series F Preferred Stock are not materially and adversely affected.

The Series F Preferred Stock has not been rated.

ARCP has not sought to obtain a rating for the Series F Preferred Stock. No assurance can be given, however, that one or more rating agencies might not independently determine to issue such a rating or that such a rating, if issued, would not adversely affect the market price of the Series F Preferred Stock. In addition, we may elect in the future to obtain a rating of the Series F Preferred Stock, which could adversely impact the market price of the Series F Preferred Stock if such rating is unfavorable. Ratings only reflect the views of the rating agency or agencies issuing the ratings and such ratings could be revised downward or withdrawn entirely at the discretion of the issuing rating agency if in its judgment circumstances so warrant. Any such downward revision or withdrawal of a rating could have an adverse effect on the market price of the Series F Preferred Stock.

As a holder of Series F Preferred Stock, you will have extremely limited voting rights.

Your voting rights as a holder of Series F Preferred Stock will be limited. ARCP common stock is the only class of ARCP securities that carry full voting rights. Voting rights for holders of Series F Preferred Stock exist primarily with respect to the ability to elect two additional directors to ARCP’s board of directors in the event that eighteen monthly dividends (whether or not consecutive) payable on the Series F Preferred Stock are in arrears, and with respect to voting on amendments to ARCP’s charter or articles supplementary relating to the Series F Preferred Stock that (i) materially and adversely affects any right, preference, privilege or voting power of the holders of Series F Preferred Stock, (ii) authorizes, creates or issues, or increases the number of authorized or issued shares of, any class or series of ARCP ranking senior to the Series F Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of ARCP, or reclassifies any authorized stock of ARCP as into any such shares, or creates, authorizes or issues any obligation or security convertible into, exchangeable or exercisable for, or evidencing the right to purchase, any such shares or (iii) (a) enters into any share exchange that affects shares of Series F Preferred Stock, (b) consolidates with or merges into any other entity, or (c) permits any other entity to consolidate with or merge into ARCP, subject to certain exceptions. Other than the limited circumstances described in this registration statement, holders of Series F Preferred Stock will not have any voting rights. See “Description of ARCP Shares — Series F Cumulative Redeemable Preferred Stock — Voting Rights.”

ARCP’s cash available for distributions may not be sufficient to pay dividends on the Series F Preferred Stock at expected levels, and ARCP cannot assure you of its ability to pay dividends in the future. ARCP may use borrowed funds or funds from other sources to pay dividends, which may adversely impact its operations.

ARCP intends to pay regular monthly dividends to its preferred stockholders. Distributions declared by ARCP will be authorized by its board of directors in its sole discretion out of funds legally available for distribution and will depend upon a number of factors, including ARCP’s earnings, ARCP’s financial condition, the requirements for qualification as a REIT, restrictions under applicable law, ARCP’s need to comply with the terms of its existing financing arrangements, ARCP’s capital requirements of and other factors as its board of directors may deem relevant from time to time. ARCP may be required to fund distributions from working capital, borrowings under its existing credit facilities, proceeds of this offering or a

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sale of assets to the extent distributions exceed earnings or cash flows from operations. Funding distributions from working capital would restrict ARCP’s operations. If ARCP borrows from its existing credit facilities in order to pay distributions, it would be more limited in its ability to execute its strategy of using such credit facilities to fund acquisitions or capital improvements. If ARCP is required to sell assets to fund dividends, such asset sales may occur at a time or in a manner that is not consistent with its disposition strategy. If ARCP borrows to fund dividends, its leverage ratios and future interest costs would increase, thereby reducing its earnings and cash available for distribution from what they otherwise would have been. ARCP may not be able to pay dividends in the future. In addition, some of ARCP’s distributions may be considered a return of capital for U.S. federal income tax purposes. If ARCP makes distributions in excess of its current and accumulated earnings and profits, such distributions generally would be considered a return of capital for U.S. federal income tax purposes to the extent of a holder’s adjusted tax basis in its shares. A return of capital is not taxable, but it reduces a holder’s adjusted tax basis in its shares. Distributions that exceed the adjusted tax basis of a holder’s shares will be treated as gain from the sale or exchange of such shares.

You may not be permitted to exercise conversion rights upon a change of control. If exercisable, the change of control conversion feature of the Series F Preferred Stock may not adequately compensate you, and the change of control conversion and redemption features of the Series F Preferred Stock may make it more difficult for a party to take over ARCP or discourage a party from taking over ARCP.

Upon the occurrence of a change of control, as a result of which neither ARCP nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such common securities) listed on the New York Stock Exchange or the NYSE, the NYSE Amex Equities or the NYSE Amex, or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ, holders of Series F Preferred Stock will have the right to convert some or all of their Series F Preferred Stock into ARCP common stock. Notwithstanding that ARCP generally may not redeem the Series F Preferred Stock prior to the fifth anniversary of the date on which the Series F Convertible Stock is first issued, ARCP has a special optional redemption right to redeem the Series F Preferred Stock in the event of a change of control subject to the conditions described above, and holders of Series F Preferred Stock will not have the right to convert any shares that ARCP has already elected to redeem. See “Description of ARCP Shares — Series F Cumulative Redeemable Preferred Stock — Conversion Rights” and “Description of ARCP Shares — Series F Cumulative Redeemable Preferred Stock — Redemption.” Upon such a conversion, the holders will be limited to a maximum number of shares of ARCP common stock equal to the Share Cap multiplied by the number of Series F Preferred Stock converted. If the Common Stock Price (as defined in “Description of ARCP Shares — Series F Cumulative Redeemable Preferred Stock — Conversion Rights”) is less than $6.64 (which is approximately 50% of the per share closing sale price of ARCP common stock on December 3, 2013), subject to adjustment, each holder will receive a maximum of 3.77 shares of ARCP common stock per share of Series F Preferred Stock, which may result in a holder receiving value that is less than the liquidation preference of the Series F Preferred Stock. In addition, those features of the Series F Preferred Stock may have the effect of inhibiting a third party from making an acquisition proposal for ARCP or of delaying, deferring or preventing a change of control of ARCP under circumstances that otherwise could provide the holders of ARCP common stock and Series F Preferred Stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests.

There is no established trading market for the Series F Preferred Stock and listing on NASDAQ does not guarantee a market for the Series F Preferred Stock.

The Series F Preferred Stock is a new issue of securities with no established trading market. ARCP intends to file an application to list the Series F Preferred Stock on NASDAQ, but there can be no assurance that NASDAQ will approve the Series F Preferred Stock for listing.

Even if NASDAQ approves the Series F Preferred Stock for listing, there is no guarantee the Series F Preferred Stock will remain listed on NASDAQ or any other nationally recognized exchange. If the Series F Preferred Stock is delisted from the NASDAQ or another nationally recognized exchange, ARCP could face significant material adverse consequences, including:

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Moreover, even if NASDAQ approves the Series F Preferred Stock for listing, an active trading market on NASDAQ for the Series F Preferred Stock may not develop or, if it does develop, may not last, in which case the market price of the Series F Preferred Stock could be materially and adversely affected.

The Series F Preferred Stock may trade at a discount to its liquidation preference, or notional value, and the market price and trading volume of the Series F Preferred Stock may fluctuate significantly and be volatile due to numerous circumstances beyond ARCP’s control.

The Series F Preferred Stock is a new issue of securities with no established trading market. ARCP intends to file an application to list the Series F Preferred Stock on NASDAQ, but there can be no assurance that NASDAQ will approve the Series F Preferred Stock for listing. If NASDAQ approves the Series F Preferred Stock for listing and if an active trading market does develop on NASDAQ, the Series F Preferred Stock may trade at prices lower than the initial purchase price, and the market price of the Series F Preferred Stock would depend on many factors, including, but not limited to:

The trading prices of common and preferred equity securities issued by REITs and other real estate companies historically have been affected by changes in market interest rates. One of the factors that may influence the market price of the Series F Preferred Stock is the annual yield from distributions on the Series F Preferred Stock as compared to yields on other financial instruments. An increase in market interest rates may lead prospective purchasers of the Series F Preferred Stock to demand a higher annual yield, which could reduce the market price of the Series F Preferred Stock. Additionally, the market price of the Series F Preferred Stock may be affected by the size of the offering. If an imbalance exists between the demand for and supply of shares of Series F Preferred Stock being offered, the market price of the Series F Preferred Stock may be adversely affected.

Future offerings of debt securities or shares of ARCP’s capital stock ranking senior to the Series F Preferred Stock with respect to the distribution of assets upon ARCP’s liquidation, dissolution or winding up may adversely affect the market price of the Series F Preferred Stock.

If ARCP decides to issue debt securities or shares of capital stock ranking senior to the Series F Preferred Stock with respect to the distribution of assets upon ARCP’s liquidation, dissolution or winding up in the future, it is possible that these securities will be governed by an indenture or other instrument containing covenants restricting ARCP’s operating flexibility. Additionally, any convertible or exchangeable debt securities that ARCP issues in the future may have rights, preferences and privileges more favorable than those of the Series F Preferred Stock and may result in dilution to owners of the Series F Preferred Stock. ARCP and, indirectly, ARCP’s stockholders, will bear the cost of issuing and servicing such securities. Because ARCP’s decision to issue debt securities or shares of its capital stock ranking senior to the Series F Preferred Stock as to distribution rights and rights upon ARCP’s liquidation, dissolution or winding up in any future offering will depend on market conditions and other factors beyond ARCP’s control, ARCP cannot predict or estimate the amount, timing or nature of its future offerings. Thus holders of the Series F Preferred

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Stock will bear the risk of ARCP’s future offerings reducing the market price of the Series F Preferred Stock and diluting the value of their share holdings in ARCP.

The Articles Supplementary establishing the terms of the Series F Preferred Stock will contain restrictions upon ownership and transfer of the Series F Preferred Stock.

The Articles Supplementary establishing the terms of the Series F Preferred Stock will contain restrictions on ownership and transfer of the Series F Preferred Stock intended to assist ARCP in maintaining its status as a REIT for United States federal and/or state income tax purposes. For example, the terms of the Series F Preferred Stock will restrict any person from acquiring actual or constructive ownership of more than 9.8% (in value or number of shares, whichever is more restrictive) of the outstanding Series F Preferred Stock. See “Description of ARCP Shares — Restrictions on Transfer and Ownership of Stock” beginning on page 95 . These restrictions could have anti-takeover effects and could reduce the possibility that a third party will attempt to acquire control of ARCP, which could adversely affect the market price of the Series F Preferred Stock.

Risk Factors Relating to ARCP’s Merger with CapLease, Pending Merger with Cole and Other Recent and Pending Transactions

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

Upon the consummation of the Cole Merger, each share of Cole common stock will be converted into the right to receive, at the election of the holder of such share of Cole common stock, (a) 1.0929 shares of ARCP common stock, with cash paid in lieu of fractional shares, or (b) cash equal to $13.82 (subject to proration in accordance with the Cole Merger Agreement). The exchange ratio was fixed in the Cole Merger Agreement and will not be adjusted for changes in the market price of ARCP common stock or the value of Cole common stock. Changes in the price of ARCP common stock and Cole common stock prior to the Cole Merger will affect the market value of the merger consideration that Cole stockholders electing to receive shares of ARCP common stock will receive at the effective time of the merger and the market value of the Cole common stock received by ARCP. Stock price changes may result from a variety of factors (many of which are beyond ARCP’s control), including the following factors:

The prices of ARCP common stock and Cole common stock at the consummation of the Cole Merger may vary from their prices on the date the Cole Merger Agreement was executed, and on the date of this proxy statement/prospectus. 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 October 22, 2013, the last trading day before public announcement of the Cole Merger, through December 3, 2013, the exchange ratio of 1.0929 shares of ARCP common stock represented a market value ranging from a low of $13.75 to a high of $14.94.

If the price of ARCP common stock increases between the date the Cole Merger Agreement was signed and the effective time of the Cole Merger, Cole stockholders electing to receive ARCP common stock will

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receive shares of ARCP common stock that have a market value upon completion of the Cole Merger that is greater than the market value of such shares calculated pursuant to the stock exchange ratio when the Cole Merger Agreement was signed. Therefore, while the number of shares of ARCP common stock to be issued per share of Cole common stock (for which a stock election is made) is fixed, ARCP’s stockholders cannot be sure of the market value of the consideration that will be paid to Cole stockholders electing to receive ARCP common stock upon completion of the Cole Merger.

In addition, the value of Cole common stock at the consummation of the Cole Merger may decrease from its value on the date the Cole Merger Agreement was executed and the date of this proxy statement/prospectus. As a result, the market value of Cole common stock could be less than $13.82, which represents the merger consideration payable if a Cole stockholder elects to receive cash (subject to any proration in accordance with the Cole Merger Agreement) or the value of the Cole common stock on such dates.

The Cole Merger and the transactions related thereto are subject to approval by common stockholders.

In order for the Cole Merger to be completed, Cole stockholders must approve the Cole Merger and the other transactions contemplated by the Cole Merger Agreement, which requires the affirmative vote of the holders of not less than a majority of the outstanding shares of Cole common stock entitled to vote on such proposal at the Cole special meeting. In addition, while a vote of ARCP’s stockholders is not required to approve the Cole Merger, the approval of ARCP’s stockholders is required under applicable NASDAQ rules in order for ARCP to be authorized to issue the shares of ARCP common stock to Cole stockholders as part of the Cole Merger consideration. Approval of the issuance of shares of ARCP common stock to Cole stockholders under NASDAQ rules requires approval 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 June 30, 2014 (subject to the right of each of the company and Cole to extend such date for up to four (4) successive thirty (30) day periods in order to obtain certain lender consents), the Cole Merger may not be consummated.

The failure to achieve expected benefits and unanticipated costs relating to the Cole Merger could reduce ARCP’s financial performance.

If the Cole Merger does not occur, ARCP may incur payment obligations to Cole.

If either of the Cole Merger Agreement is terminated under certain circumstances, ARCP may be obligated to pay expense reimbursements to Cole. The Cole Merger Agreement provides that ARCP would be required to pay Cole a termination fee of $110.0 million if the merger agreement (as defined below) is terminated, except where such termination is in connection with a superior proposal received by ARCT IV that is not matched by ARCP, in which case ARCP would be required to pay Cole a termination fee of $5.0 million (representing 50% of the termination fee ARCP receives from ARCT IV).

Failure to consummate the Cole Merger could negatively impact ARCP’s future business and financial results.

If the Cole Merger is not consummated, ARCP’s ongoing businesses could be adversely affected and ARCP will be subject to several risks, including the following:

If the Cole Merger is not consummated, ARCP will not achieve the expected benefits thereof and will be subject to the risks described above, which could materially adversely affect ARCP’s business, financial results and stock price.

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The Cole Merger Agreement contains provisions that grant the board of directors of Cole a general ability to terminate the Cole Merger Agreement, based on the exercise of the directors’ duties.

Cole may terminate the Cole Merger Agreement, subject to the terms thereof, 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 Cole Merger (and to terminate the Cole Merger Agreement), would be inconsistent with such directors’ duties under applicable law. If the Cole Merger is not completed, ARCP’s ongoing business could be adversely affected and ARCP 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 Cole Merger, which could impact ARCP’s ability to timely achieve the benefits associated with the Cole Merger.

The Cole Merger is expected to close during the first quarter of 2014, assuming that all of the conditions in the Cole Merger Agreement are satisfied or waived. The Cole Merger Agreement provides that either ARCP or Cole may terminate the Cole Merger Agreement if the Cole Merger has not occurred by June 30, 2014 (subject to the right of each of ARCP and Cole to extend this date for up to four (4) successive thirty (30) day periods in order to obtain certain lender consents). Certain events may delay the consummation of the Cole Merger in whole or in part. Some of the events that could delay the consummation of the Cole Merger include difficulties in obtaining the approval of Cole’s stockholders or satisfying the other closing conditions to which the Cole Merger is subject.

The Cole Merger is subject to a number of conditions which, if not satisfied or waived, would adversely impact the parties’ ability to complete the Cole Merger.

The Cole Merger, which is expected to close during the first quarter of 2014, is subject to certain closing conditions, including, among other things (a) the effectiveness of a registration statement on Form S-4 containing a joint proxy statement/prospectus, pursuant to which shares of ARCP common stock will be issued, (b) the approval of the Cole Merger by not less than a majority of all the votes entitled to be cast on the matter by the holders of all of Cole’s outstanding shares of common stock at the Cole special meeting, (c) the approval of the issuance of ARCP common stock to the Cole stockholders by a majority of the votes cast by ARCP’s stockholders (provided the total number of votes cast constitutes a quorum), (d) the receipt of certain mortgage lender consents, (e) the consummation of the merger, (f) the accuracy of the other parties’ representations and warranties and compliance with covenants, subject in each case to materiality standards, (g) the consummation of certain steps relating to the transformation to self-management, (h) approval of FINRA of the Continuing Membership Application of Cole Capital Corporation, Cole’s broker-dealer subsidiary and (i) delivery of certain 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 consummation of the Cole Merger or that the Cole Merger will be completed at all.

Your ownership position in ARCP may be diluted in connection with the Cole Merger and the conversion of ARCP’s Series D Cumulative Convertible Preferred Stock.

In connection with the Cole Merger, ARCP expects to issue a maximum of approximately 543 million shares of ARCP common stock to the holders of Cole common stock, assuming 100% of the merger consideration is ARCP common stock, based on the number of shares of Cole common stock outstanding on October 22, 2013. Cole stockholders are expected to hold approximately 69% of the combined company’s common stock outstanding immediately after the CapLease Merger, the merger and the Cole Merger, or the Mergers, based on the number of ARCP’s shares of common stock and the number of shares of common stock of ARCT IV outstanding on the applicable record dates, the number of Cole common stock outstanding on October 22, 2013 and various assumptions regarding share issuances prior to the effective time of each of the Mergers.

Additionally, if holders of shares of Series D Cumulative Convertible Preferred Stock elect to convert such shares into shares of common stock, ARCP may be required to issue up to approximately 21.8 million additional shares of common stock upon the conversion of its Series D Cumulative Convertible Preferred Stock, assuming a common stock price of $13.59 per share.

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The conversion of shares of Series D Cumulative Convertible Preferred Stock into shares of Series E Cumulative Preferred Stock would result in the issuance of additional shares that have a dividend preference and liquidation preference over shares of ARCP common stock, which would be exacerbated if the fair market value of such Series E Cumulative Preferred Stock falls below the Conversion Price (as defined in the articles supplementary for the Series D Cumulative Convertible Preferred Stock).

Holders of Series D Cumulative Convertible Preferred Stock, which was issued promptly following the closing of the CapLease Merger on November 5, 2013, may elect to convert such stock into shares of Series E Cumulative Preferred Stock, which series will be designated by ARCP at the time of such election. Under the terms of the articles supplementary for the Series D Cumulative Convertible Preferred Stock, shares of Series D Cumulative Convertible Preferred Stock may be converted into an equal number of shares of Series E Cumulative Preferred Stock so long as the fair market value of such shares of Series E Cumulative Convertible Stock (as determined by a nationally recognized investment bank or valuation firm selected by the stockholder electing to convert such shares and reasonably satisfactory to ARCP) remain above the Conversion Price (as defined in the articles supplementary for the Series D Cumulative Convertible Preferred Stock). If such fair market value drops below such Conversion Price, ARCP must issue to each converting stockholder a number of additional shares such that the aggregate fair market value of such shares of Series E Cumulative Preferred Stock being issued equals the Conversion Price, resulting in the issuance of additional shares which have a dividend preference and liquidation preference over shares of ARCP common stock.

An adverse judgment in a lawsuit challenging the CapLease Merger or Cole Merger may prevent the Cole Merger from becoming effective or from becoming effective within the expected timeframe or could result in the incurrence of liabilities for ARCP.

A number of lawsuits by CapLease’s stockholders have been filed challenging the CapLease Merger, some of which name ARCP and the ARCP OP as defendants. Additionally, a lawsuit was commenced on behalf of holders of a series of CapLease’s Preferred Stock in connection with the CapLease Merger alleging that the conversion of such Preferred Stock pursuant to the terms of the CapLease Merger Agreement was prohibited by the Articles Supplementary classifying and designating such Preferred Stock. In addition, stockholders of Cole may file additional lawsuits challenging the Cole Merger which may name ARCP as a defendant. To date, ten such lawsuits have been filed. Two putative class actions have been filed in in the U.S. District Court of Arizona, captioned as: (i) Wunsch v. Cole Real Estate Investment, Inc., et al. and (ii) Sobon v. Cole Real Estate Investments, Inc., et al. Eight other putative stockholder class action lawsuits have been filed in the Circuit Court for Baltimore City, Maryland, captioned as: (i) Operman v. Cole Real Estate Investments, Inc., et al. ; (ii) Branham v. Cole Real Estate Investments, Inc., et al. ; (iii) Wilfong v. Cole Real Estate Investments, Inc., et al. ; (iv) Polage v. Cole Real Estate Investments, Inc., et al. ; (v) Flynn v. Cole Real Estate Investments, Inc., et al. ; (vi) Corwin v. Cole Real Estate Investments, Inc., et al. ; (vii) Green v. Cole Real Estate Investments, Inc., et al. ; and (viii) Morgan v. Cole Real Estate Investments, Inc., et al . All of these lawsuits name ARCP, Cole and the board of directors of Cole as defendants. All of the named plaintiffs claim to be Cole stockholders and purport to represent all holders of Cole’s stock. Each complaint generally alleges that the individual defendants breached fiduciary duties owed to plaintiff and the other public stockholders of Cole, and that certain entity defendants aided and abetted those breaches. In addition, the Operman , Corwin and Green lawsuits claim that the individual defendants breached their duty of candor to shareholders and the Branham , Polage and Flynn lawsuits assert claims derivatively against the individual defendants for their alleged breach of fiduciary duties owed to Cole. The Polage lawsuit also asserts derivative claims for waste of corporate assets and unjust enrichment. The Sobon lawsuit also alleges that a registration statement was filed containing materially incomplete and misleading disclosures in violation of Sections 14(a) and 20(a) of the Exchange Act. Among other remedies, the complaints seek injunctive relief prohibiting the defendants from completing the proposed Cole Merger or, in the event that an injunction is not awarded, money damages, costs and attorneys’ fees.

Counsel for Polage and counsel for Operman , Wilfong , and Corwin lawsuits have each filed motions for expedited proceedings. In addition, several plaintiffs have moved to consolidate the Maryland lawsuits and for appointment as lead counsel. A hearing has been scheduled for December 12, 2013 on these pending motions.

ARCP 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

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settlement of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Cole Merger on the agreed-upon terms, such an injunction may prevent the completion of the Cole 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 ARCP’s and Cole’s businesses.

ARCP could incur liability as a result of a lawsuit to which Cole is subject in connection with the merger between Cole and Cole Holdings Corp., pursuant to which Cole became self-managed.

Two putative class action and/or derivative lawsuits were commenced asserted derivative and class causes of action for breach of fiduciary duty, abuse of control, corporate waste, unjust enrichment, aiding and abetting breach of fiduciary duty and other claims relating to the merger between a wholly owned subsidiary of Cole Credit Property III, Inc. (now Cole) and Cole Holdings Corp., pursuant to which Cole became self-managed. The Court in one of the lawsuits has granted defendants’ motion to dismiss with prejudice, but that dismissal could be appealed by the plaintiffs.

Whether or not any 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 Cole’s business prior to the Cole Merger and ARCP’s business after the Cole Merger.

ARCP acquired assets in the CapLease Merger that do not fit within its target assets, which ARCP will seek to divest following closing.

In connection with the CapLease Merger, ARCP acquired assets consisting of, as of September 30, 2013, three properties that are currently, or will shortly be, vacant, $59.8 million in commercial mortgage-backed securities, at fair value, and $23.8 million in amortized cost of first mortgage loans secured by net leased single tenant properties, none of which fit within ARCP’s target assets. Following the closing of the CapLease Merger, ARCP transferred such assets to a direct or indirect subsidiary wholly-owned by the ARCP OP and the properties are classified as “held for sale.” ARCP is seeking to divest of such assets, which can take the form of a sale, spin-off or other disposition, to maximize value from such assets. There can be no assurance that ARCP will be able to divest of any or all of such assets or, even if ARCP is able to do so, may have to take a loss from the price it paid for such assets. In either case, ARCP’s business, financial condition, results of operations, cash flow, per share trading price of its common stock and ability to make distributions to ARCP’s stockholders may be materially and adversely affected.

In addition, prior to the consummation of the CapLease Merger, CapLease had begun, and ARCP expects to continue, making new investments through a build-to-suit program, whereby CapLease engaged experienced developers as partners and agreed to fund and construct commercial real estate projects on a build-to-suit basis for large corporate tenants. Such projects involve certain risks associated with the development, including the following:

ARCP is acquiring assets in the Cole Merger that do not fit within its target assets, which may subject ARCP to additional risks.

ARCP is acquiring in the Cole Merger certain business and assets that do not fit within ARCP’s target assets. For example, Cole is engaged in sponsoring non-traded real estate investment trusts and selling

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interests in non-traded real estate investment trusts through a broker-dealer subsidiary. Cole also holds interests in mortgage loans, bridge loans and CMBS. These businesses and assets subject the Company to additional risks.

Risks Relating to Sponsoring Non-Traded REITs and Being a Broker-Dealer

Cole’s broker-dealer, which is a wholesale broker-dealer registered with the SEC and a member firm of FINRA, is subject to various risk and uncertainties that are common in the securities industry. Such risks and uncertainties include:

In addition, Cole’s broker-dealer is subject to risks that are particular to its function as a wholesale broker-dealer and sponsoring non-traded REITs. For example, the broker-dealer provides substantial promotional support to broker-dealers selling a particular offering, including by providing sales literature, forums, webinars, press releases and other mass forms of communication. Due to Cole’s acting as a sponsor of non-traded REITs and the volume of materials that Cole’s wholesale broker-dealer may provide throughout the course of an offering, much of which may be scrutinized by regulators, Cole and Cole’s wholesale broker-dealer may be exposed to significant liability under federal and state securities laws. Additionally, Cole’s broker-dealer may be subject to fines and suspension from the SEC and FINRA.

Sponsorship of non-traded REITs also involves risks relating to the possibility that such programs will not receive capital at the levels and timing that are anticipated and that sufficient capital will not be raised to repay investments of cash in, and loans to, such non-traded REITs needed to meet up-front costs, the initial breaking of escrow and the acquisition of properties will not be made, as well as risks relating to competition from other sponsors of other similar programs.

The securities industry is, and following the Cole Merger, ARCP’s broker-dealer business will be, subject to extensive regulation by the SEC, state securities regulators and other governmental regulatory authorities. Cole’s broker-dealer business is regulated by industry self-regulatory organizations, including FINRA. Broker-dealers are subject to regulations which cover all aspects of the securities business, including sales methods and supervision, trading practices among broker-dealers, use and safekeeping of customers’ funds and securities, capital structure of securities firms, record keeping and the conduct of directors, officers and employees. Broker-dealers are also subject to net capital requirements, which require them to maintain a minimum level of net capital. The failure to comply with these regulations could subject ARCP to penalties or sanctions. The failure to comply with the net capital requirements or other requirement of the SEC or FINRA could subject ARCP to sanctions imposed by the SEC or FINRA.

Risks Relating to Mortgage Loans, Bridge Loans, Real Estate-Related Securities and CMBS

In addition, Cole’s interests in mortgage loans, mezzanine loans, real estate-related securities and CMBS will subject ARCP to risks relating to mortgage loans, bridge loans, real estate-related securities and CMBS.

Investing in mortgage or mezzanine loans involves risk of defaults on those loans caused by many conditions beyond ARCP’s control, including local and other economic conditions affecting real estate values, interest rate changes, rezoning, and failure by the borrower to maintain the property. If there are defaults under these loans, ARCP may not be able to repossess and sell quickly any properties securing such loans. An action to foreclose on a property securing a loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of any lawsuit brought in connection with the foreclosure if the defendant raises defenses or counterclaims. In addition, investments in mezzanine loans involve a higher degree of risk than long-term senior mortgage loans secured by income-producing real property because the investment may become unsecured as a result of foreclosure on the underlying real property by the senior lender.

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Investments in real estate-related securities involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related equity securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate-related investments, including risks relating to rising interest rates. Real estate-related securities are often unsecured and also may be subordinated to other obligations of the issuer. These risks may adversely affect the value of outstanding real estate-related securities and the ability of the issuers thereof to repay principal and interest or make distribution payments.

CMBS are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. Accordingly, these securities are subject to all of the risks of the underlying mortgage loans. In a rising interest rate environment, the value of CMBS may be adversely affected when payments on underlying mortgages do not occur as anticipated, resulting in the extension of the security’s effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The value of CMBS may also change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole. In addition, CMBS are subject to the credit risk associated with the performance of the underlying mortgage properties. CMBS are issued by investment banks, not financial institutions, and are not insured or guaranteed by the U.S. government.

CMBS are also subject to several risks created through the securitization process. Subordinate CMBS are paid interest only to the extent that there are funds available to make payments. To the extent the collateral pool includes delinquent loans, there is a risk that interest payments on subordinate CMBS will not be fully paid. Subordinate CMBS are also subject to greater credit risk than those CMBS that are more highly rated.

Risks Relating to Cole’s Acquisition of Properties Under Development

As part of its business, Cole has entered into purchase and sale arrangements with sellers or developers of suitable properties under development or construction. In such cases, Cole is obligated to purchase the property at the completion of construction, provided that the construction conforms to definitive plans, specifications, and costs approved by Cole in advance. ARCP intends to continue this business following completion of the Cole merger.

As a result, Cole is, and following completion of the Cole merger ARCP will be, subject to risks of potential development and construction delays and resultant increased costs and risks. If ARCP engages in development or construction projects, ARCP will be subject to uncertainties associated with rezoning for development, environmental concerns of governmental entities or community groups, and the builders’ ability to build in conformity with plans, specifications, budgeted costs, and timetables. If a builder fails to perform, ARCP may resort to legal action to rescind the purchase or the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Delays in completion of construction could also give tenants the right to terminate preconstruction leases. ARCP may incur additional risks if ARCP makes periodic progress payments or other advances to builders before they complete construction. These and other such factors can result in increased costs of a project or loss of ARCP’s investment. In addition, ARCP will be subject to normal lease-up risks relating to newly constructed projects. ARCP also will rely on rental income and expense projections and estimates of the fair market value of property upon completion of construction when agreeing upon a price at the time ARCP acquires the property. If these projections are inaccurate, ARCP may pay too much for a property, and ARCP’s return on its investment could suffer.

If ARCP contracts with a development company for newly developed properties, ARCP anticipates that it will be obligated to pay a substantial earnest money deposit at the time of contracting to acquire such properties. In the case of properties to be developed by a development company, ARCP anticipates that it will be required to close the purchase of the property upon completion of the development of the property. At the time of contracting and the payment of the earnest money deposit, the development company typically will not have acquired title to any real property, and there is a risk that its earnest money deposit made to the development company may not be fully refunded.

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ARCP expects to incur substantial expenses related to the Cole Merger.

ARCP expects to incur substantial expenses in connection with consummating the Cole Merger and integrating the business, operations, networks, systems, technologies, policies and procedures ARCP is acquiring with its own, including unanticipated costs and assumption of liabilities. 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 Cole Merger could, particularly in the near term, exceed the savings that it 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 Cole Merger.

The market price of ARCP common stock may decline as a result of the CapLease Merger or the Cole Merger.

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

In addition, in light of the consummation of the CapLease Merger and in the event the Cole Merger is consummated, ARCP’s stockholders will own interests in a company operating an expanded business with a different mix of properties, risks and liabilities. Current stockholders may not wish to continue to invest in ARCP in light of the consummation of the CapLease Merger and in the event the Cole Merger is consummated, or for other reasons may wish to dispose of some or all of their shares of ARCP common stock. If, in light of the consummation of the CapLease Merger, or following the Cole Merger, there is selling pressure on ARCP common stock that exceeds demand at the market price, the price of ARCP common stock could decline.

Counterparties to certain significant agreements with ARCP or Cole may have consent rights in connection with the Cole Merger.

Each of ARCP and Cole 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 Cole Merger may constitute a “change in control” and, therefore, the counterparty may assert its rights in connection with the Cole 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 other agreements and, thereby, trigger rights of the counterparties to such other agreements, including termination rights where available.

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

If CapLease or Cole has failed or fails to qualify as a REIT for U.S. federal income tax purposes and following the consummation of the CapLease Merger or if the Cole Merger, is completed, as applicable, ARCP may inherit significant tax liabilities and could lose its REIT status should disqualifying activities continue after the CapLease Merger or Cole Merger, as applicable.

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ARCP expects to pay for a portion of the cash consideration and other costs of the Cole Merger and other Recent and Pending transactions through new financing, including financing as to which it does not have a binding commitment, and draws on ARCP’s existing credit facility. However, any commitments for ARCP’s new financing may expire prior to the consummation of such transactions, or ARCP may not be able to obtain such financing, receive funding under the Barclays Facility or draw under its existing credit facility.

ARCP intends to seek to obtain other long-term debt to fund a portion of the cash consideration and other costs of the Cole Merger, but has no commitment or agreement for such financing, and there can be no assurance that it will be successful in obtaining such financing. ARCP has also received a commitment from Barclays Bank PLC, or Barclays, Citigroup Global Markets Inc., and/or any of its affiliates, Credit Suisse AG, Cayman Islands Branch, Morgan Stanley Senior Funding, Inc. and Capital One, N.A., which we refer to together as the Commitment Parties, to provide (i) up to $2.175 billion in senior secured term loans (which contains an “accordion” feature to allow ARCP, under certain circumstances, to increase commitments thereunder by up to $350.0 million) or the Barclays Term Loan Facility, and (ii) up to $575.0 million in senior unsecured bridge loans, or the Barclays Bridge Facility and, together with the Barclays Term Loan Facility, collectively, the Barclays Facility. ARCP will use the Barclays Facility (or unsecured notes issued in lieu of drawings under the Barclays Bridge Facility, which unsecured notes, if issued, will reduce the commitment of the Commitment Parties under the Barclays Bridge Facility) to fund a portion of the consideration to be paid pursuant to the Cole Merger, to refinance existing indebtedness of the Cole and to pay related fees and expenses. The commitment of the Commitment Parties is subject to certain conditions, including the absence of a material adverse effect with respect to Cole, the negotiation of definitive documentation, pro forma compliance with financial covenants and other customary closing conditions. There can be no assurance that these conditions will be satisfied or that the Barclays Facility will close. In addition, the commitments received from the Commitment Parties terminate upon the occurrence of certain customary events, and in any event on April 22, 2014, which date may be extended by an additional three months in the event that the requisite approval of the ARCP stockholders or the requisite consents in respect of existing indebtedness of ARCP and its subsidiaries, in each case, for the Cole Merger, has not be obtained prior to such date. To the extent that the Cole Merger has not been consummated on or prior to such date, there is no guarantee that the Commitment Parties will extend their commitment.

ARCP may elect to pay a portion of the cash consideration and other costs of the acquisition of the Fortress Portfolio and the Inland Portfolio through financing under ARCP’s $1.7 billion credit facility (under which ARCP has undrawn commitments of $75.2 million and which contains an “accordion” feature to allow ARCP, under certain circumstances, to increase the commitments thereunder by $800.0 million), borrowings under which are subject to borrowing base availability. The risks of funding under the existing credit facility are described under “Risk Factors — Risk Factors Relating to the Merger —  ARCP expects to pay for a portion of the cash consideration and other costs of the merger through draws on its existing credit facility. However, the related commitments of ARCP’s new financing may expire prior to the consummation of the merger and ARCP may not be able to draw under its existing credit facility, in which case ARCP will need to replace the funding that will be used to finance such portion of the cash consideration and other merger costs.”

ARCP has also received non-binding conditional commitments and proposals from lenders for mortgage facilities and a commitment for an asset-backed facility, which are subject to conditions including due diligence review and negotiation and execution of definitive agreements. ARCP may fund a portion of the cash consideration and other expenses in connection with the other Recent and Pending Transactions with such financing or by issuing other long-term debt, as to which it does not have a commitment or agreement. There can be no assurance that ARCP will receive the fundings under its existing credit facility, the asset-backed facilities, the mortgage facilities or the Barclays Facility described above, that the terms of any financing pursuant to non-binding commitments or proposals will not change from those described under “The Companies — Sources of Cash Consideration for Recent and Pending Transactions,” that ARCP will be successful in obtaining other long-term debt financing, or that ARCP will finance the Cole Merger and the other Recent and Pending Transactions as anticipated or that ARCP will not subsequently enter into alternative financing arrangements, including debt or equity financing or the potential sales of properties to third parties,

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to fund all or a portion of the cash consideration and other costs of the Cole Merger and the acquisition of the Fortress Portfolio and the Inland Portfolio. If the funding transactions are not consummated, ARCP will need to finance a portion of the cash consideration and other costs of the Cole Merger and the acquisition of the Fortress Portfolio and the Inland Portfolio 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 costs of the Cole Merger and the other Recent and Pending Transactions, ARCP will be unable to consummate such transactions.

ARCP’s anticipated level of indebtedness did increase and will increase upon completion of the CapLease and Cole Mergers, respectively, and will increase the related risks ARCP now faces.

In connection with the CapLease and Cole Mergers, ARCP has incurred and will incur additional indebtedness and may acquire certain properties of CapLease and Cole subject to certain mortgage indebtedness. As a result, 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 September 30, 2013, ARCP had indebtedness of $1.7 billion. Taking into account ARCP’s existing indebtedness, the incurrence of additional indebtedness in connection with the CapLease and Cole Mergers, and the expected acquisition of properties subject to indebtedness in the CapLease and Cole Mergers, ARCP’s pro forma consolidated indebtedness as of September 30, 2013, after giving effect to the CapLease and Cole Mergers, would be up to approximately $8.7 billion. Giving further pro forma effect to the indebtedness to be incurred in connection with the merger, ARCP’s pro forma consolidated indebtedness as of September 30, 2013 would be up to $10.1 billion. The risks of ARCP’s increased indebtedness are described under “Risk Factors — Risk Factors Relating to ARCP Following the Merger and Recent and Pending Transactions and ARCP’s Operations Generally — ARCP is subject to risks associated with debt and capital stock financing.”

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ARCP has a history of operating losses and cannot assure you that it will achieve profitability.

Since ARCP’s inception in 2010, it has experienced net losses (calculated in accordance with GAAP) each fiscal year and, as of September 30, 2013, had an accumulated deficit of $480.8 million. The extent of ARCP’s future operating losses and the timing of when ARCP will achieve profitability are uncertain, and depends on the demand for, and value of, ARCP’s portfolio of properties and ARCP may never achieve or sustain profitability.

ARCP is subject to risks associated with debt and capital stock financing.

In addition to the indebtedness incurred in connection with the CapLease Merger and the indebtedness expected to be incurred in connection with the merger and the Cole Merger, ARCP intends to incur additional indebtedness in the future, including borrowings under its existing $1.7 billion credit facility (under which, at December 3, 2013, ARCP has undrawn commitments of $75.2 million and which contains an “accordion” feature to allow ARCP, under certain circumstances, to increase the commitments thereunder by $800.0 million). At December 3, 2013, ARCP had approximately $1.6 billion of outstanding borrowings under its credit facility. In addition, as described under “— ARCP expects to pay for a portion of the cash consideration and other costs of the Cole Merger through long-term debt, as to which it currently has no commitment or agreement and may also use funding pursuant to commitments for the Barclay Facility. However, the commitment may expire prior to the consummation of the Cole Merger or ARCP may not be able to obtain such financing or receive funding under the Barclays Facility, in which case, ARCP will need to replace the funding that will be used to finance such portion of the cash consideration and other costs of the Cole Merger,” ARCP may incur indebtedness under the Barclays Facility in an aggregate amount up to $2.75 billion (subject to an “accordion” feature with respect to the Barclays Term Loan Facility, in certain circumstances). To the extent that new indebtedness is added to ARCP’s current debt levels, including, if incurred, the Barclays Facility, the related risks that it now faces would increase. As a result, ARCP is and will be subject to risks associated with debt financing, including the risk that ARCP’s cash flow could be insufficient to meet required payments on its debt. ARCP also faces the risk that it may be unable to refinance or repay its debt as it comes due.

ARCP’s existing credit facility contains, and the Barclays Term Loan Facility, if incurred, will contain, various customary covenants, including financial maintenance covenants with respect to maximum consolidated leverage, maximum secured recourse indebtedness, minimum fixed charge coverage, minimum borrowing base interest coverage, maximum secured leverage, minimum tangible net worth and minimum total unencumbered asset value ratio. In addition, ARCP’s existing credit facility contains (and if incurred, the Barclays Term Loan Facility will contain) certain customary negative covenants that restrict the ability of ARCP OP to incur secured indebtedness, and the ability of ARCP OP’s subsidiaries that are party to the credit facility to incur indebtedness. Any failure to comply with these financial maintenance covenants and negative covenants would constitute a default under ARCP’s existing credit facility, and, if incurred, the Barclays Term Loan Facility, and would prevent further borrowings from either facility.

In connection with the CapLease Merger, the merger and the Cole Merger, ARCP has acquired or expects to acquire properties subject to $1.0 billion, $2.1 billion and $2.7 billion, respectively, in mortgage indebtedness. Much of the mortgage indebtedness has required or will require the payment of assumption fees

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at the closing of the applicable Merger and has required or will require applicable lender or servicer consents. To the extent such mortgage consents are not obtained, ARCP will be required to refinance such mortgage loans at the closing or risk the loss of the properties secured by such loans to foreclosure and, to the extent consents have not been obtained relating to mortgage indebtedness that will be held by ARCP or one of its “significant subsidiaries” (i.e., a subsidiary generally holding in excess of 10% of ARCP’s total assets) exceeding $15.0 million or the failure to obtain the consents creates liability under a non-recourse carve-out guarantee assumed by the ARCP OP in an amount in excess of $15.0 million, such events will result in a cross-default under the indenture relating to ARCP’s $310.0 million convertible notes. Any default under the indenture relating to ARCP’s convertible notes would result in a cross default under ARCP’s credit facility. Further, any refinancing of any mortgage loans that come due as a result of the occurrence of the Mergers may be subject to prepayment penalties or make whole payments, some of which may be significant in amount. There can be no assurance ARCP will be able to refinance any of such mortgage indebtedness on favorable terms or at all.

Any failure to obtain such consents or refinance such mortgages could have a material adverse effect on ARCP’s financial condition, operating results and ability to pay distributions.

ARCP’s substantial indebtedness and any constraints on credit could also have other important consequences, including:

If ARCP defaults under a loan (including any default in respect of the financial maintenance and negative covenants contained in ARCP’s credit facility and, if incurred, the Barclays Facility), ARCP may automatically default under any other loan that has cross-default provisions (including ARCP’s existing credit facility and if incurred, the Barclays Facility), and further borrowings under ARCP’s existing credit facility will be prohibited, under ARCP’s credit facility or such other loans may be accelerated, and to the extent ARCP’s credit facility or such other loans are secured, directly or indirectly, by any properties or assets, lenders under ARCP’s credit facility or such other loans may foreclose on the collateral securing such indebtedness as a result. In addition, increases in interest rates may impede ARCP’s operating performance and put ARCP at a competitive disadvantage. Further, payments of required debt service or amounts due at maturity, or the creation of additional reserves under loan agreements, could adversely affect ARCP’s financial condition and ability to pay distributions.

ARCP’s credit facility contains provisions that could limit its ability to pay certain restricted payments, including, dividends and other distributions in respect of ARCP’s capital stock.

ARCP’s credit facility imposes limitations on ARCP’s ability to make certain restricted payments. Payment of such dividends and other distributions in respect of ARCP’s capital stock would constitute a restricted payment under ARCP’s credit facility. The credit agreement for ARCP’s credit facility provides that, in order to make such a restricted payment, there must not be a continuing default under the credit facility at the time of payment or a default resulting from such payment and the amount of such payment, when added with all other restricted payments, cannot exceed (i) 110% of ARCP’s funds from operations, or FFO, for fiscal year 2013, (ii) 105% of ARCP’s FFO for fiscal year 2014 (assuming such payment is made on or after January 1, 2014 and on or prior to December 31, 2014) and (iii) 95% of ARCP’s FFO at any time thereafter.

Certain financial and other covenants under the existing credit facility may not be satisfied, after giving effect to the CapLease Merger and the merger. ARCP amended its existing credit facility to modify these covenants prior to closing the CapLease Merger. Further, the failure to consummate the ARCT IV Merger

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would result in the failure to satisfy a condition needed to close the Cole Merger and would require ARCP to pay Cole a break-up fee of $110.0 million.

When dividends or other distributions to holders of ARCP’s capital stock become payable, ARCP may be unable to satisfy the conditions required to make such a restricted payment under its credit facility and, therefore, may be unable to fund such an obligation from borrowings under such credit facility or at all without the approval of the lenders thereunder. If ARCP makes such a restricted payment, ARCP’s ability to make other restricted payments will be further constrained. Further, if ARCP enters into the currently proposed amendment to its existing credit facility, ARCP will suffer additional restrictions on its ability to make restricted payments.

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

ARCP plans to continue its current monthly distribution practices following the Mergers and has approved increases in its distribution rates following the consummation of the CapLease Merger, commencing with ARCP’s December 2013 distribution and following the consummation of the Cole Merger. However, ARCP stockholders may not receive the same distributions following the Mergers for various reasons, including the following:

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

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 potentially 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 — Material U.S. Federal Income Tax Consequences of Owning and Disposing of ARCP Common Stock and Series F Preferred Stock.”

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Increases in interest rates would increase ARCP’s debt service costs, may adversely affect any future refinancing of ARCP’s debt and its ability to incur additional debt, and could adversely affect ARCP’s financial condition, cash flow and results of operations.

Certain of ARCP’s borrowings bear interest at variable rates, and ARCP may incur additional debt in the future. Increases in interest rates would result in higher interest expenses on ARCP’s existing unhedged variable rate debt, and increase the costs of refinancing existing debt or incur new debt. Additionally, increases in interest rates may result in a decrease in the value of ARCP’s real estate and decrease the market price of its common stock and could accordingly adversely affect ARCP’s financial condition, cash flow and results of operations.

ARCP may be unable to integrate the recently acquired GE Capital Portfolio (as defined below) and other pending acquisitions into its existing portfolio or CapLease’s, ARCT IV’S or Cole’s businesses successfully and realize the anticipated synergies and related benefits of the Recent and Pending Transactions and acquisition of the GE Capital Portfolio or do so within the anticipated timeframe.

ARCP’s consummation of each of the Mergers involves the combination of companies that, prior to the consummation thereof, operated as independent companies. Additionally, ARCP recently acquired from certain affiliates of GE Capital Corp, or GE Capital, 447 properties, or the GE Capital Portfolio. In addition, ARCP has also entered into an agreement to acquire a portfolio of 33 properties from Inland, of which five properties were acquired on September 24, 2013, and an agreement to acquire a portfolio of 120 properties from Fortress, or the Inland and Fortress Portfolios. ARCP may be required to devote significant management attention and resources to integrating its business practices and operations with those of CapLease, Cole and ARCT IV and the acquired GE Capital Portfolio as well as the Inland and Fortress Portfolios. Potential difficulties ARCP may encounter in the integration process include the following:

For all these reasons, you should be aware that it is possible that the integration process following the consummation of the merger and each of the Recent and Pending Transactions or acquisition of the GE Capital Portfolio 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 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 achieve the anticipated benefits of such transactions, or could otherwise adversely affect the business and financial results of the combined company.

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

Following the Mergers, the combined company will have an expanded portfolio and operations and likely will 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.

ARCP’s net income per share and FFO per share in the near term may decrease as a result of ARCP’s becoming self-managed.

ARCP is required to be self-managed no later than the time the Cole Merger becomes effective. While ARCP will no longer bear the external costs of the various fees and expenses paid to the ARCP Manager, subsequent to becoming self-managed, net income per share and FFO per share in the near term may decrease as a result of ARCP’s becoming self-managed, due to increased expenses related to being self-managed, including expenses for compensation and benefits of ARCP’s officers and other employees, which previously were paid by the ARCP Manager. Therefore, the exact amount of savings to ARCP from becoming self-managed cannot reasonably be estimated. If the expenses ARCP assumes as a result of ARCP’s becoming self-managed are higher than ARCP anticipates, ARCP’s net income per share and FFO per share may be lower as a result of ARCP’s becoming self-managed than it otherwise would have been.

In connection with ARCP’s becoming self-managed, ARCP will become exposed to risks to which it has not historically been exposed.

In connection with ARCP’s becoming self-managed, ARCP may be exposed to risks to which it has not historically been exposed. Excluding the effect of the eliminated asset management and other fees previously paid to the ARCP Manager and its affiliates, ARCP’s direct overhead, on a consolidated basis, will increase as a result of ARCP’s becoming self-managed. Prior to ARCP’s becoming self-managed, the responsibility for such overhead was borne by the ARCP Manager.

Prior to ARCP’s becoming self-managed, ARCP did not have separate facilities, communications and information systems nor directly employ very many employees. As a result of ARCP’s becoming self-managed, ARCP now will lease office space, have its own communications and information systems and directly employ a staff. ARCP’s business is highly dependent on communications and information systems. Any failure or interruption of ARCP’s systems could have a material adverse effect on ARCP’s operating results and negatively affect the market price of ARCP common stock and ARCP’s ability to pay distributions to its stockholders. Additionally, as a direct employer, ARCP will be subject to those potential liabilities that are commonly faced by employers, such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances, and ARCP will bear the costs of the establishment and maintenance of such plans.

Furthermore, pursuant to the Mergers, ARCP will also be combining the facilities and personnel of the companies acquired pursuant to Mergers. In particular, as a result of the Cole Merger, ARCP will significantly increase the number of employees of ARCP, including the addition of employees who will become senior officers of ARCP, and significantly increase the facilities at which the business of ARCP operates. ARCP will face potential difficulties in effecting ARCP’s self-management and integrating these businesses, including those described under “ARCP may be unable to integrate the recently acquired GE Capital Portfolio (as defined below) and other pending acquisitions into its existing portfolio or CapLease’s, ARCT IV’s or Cole’s businesses with its business successfully and realize the anticipated synergies and related benefits of the Recent and Pending Transactions and acquisition of the GE Capital Portfolio or do so within the anticipated timeframe” and “The future results of the combined company will suffer if the combined company does not effectively manage its expanded operations following the Mergers.”

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ARCP and ARCT IV Face Other Risks.

The risks listed above are not exhaustive, and you should be aware that following the merger, ARCP and ARCT IV will face various other risks, including those discussed in reports filed by ARCP and ARCT IV with the SEC. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 197 .

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All forward-looking statements, expressed or implied, included in this 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 IV or persons acting on their behalf may issue.

Except as otherwise required by applicable law, ARCP and ARCT IV 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” beginning on page 197 .

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THE COMPANIES

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

American Realty Capital Properties, Inc.

ARCP is a Maryland corporation incorporated in December 2010 that qualifies as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2011. 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. On February 28, 2013, ARCP common stock was transferred to The NASDAQ Global Select Market, in connection with the consummation of its merger with American Realty Capital Trust III, Inc.

ARCP acquires, owns and operates single-tenant, freestanding commercial real estate properties. ARCP has acquired properties with a combination of long-term and medium-term leases and intends to continue to acquire properties with approximately 70% long-term leases and 30% medium-term leases, with an average remaining lease term of 10 to 12 years. ARCP considers properties that are leased on a “medium-term” basis to mean properties originally leased long-term (ten years or longer) that currently have a primary remaining lease duration of generally three to eight years, on average. ARCP expects this investment strategy to develop growth potential from below market leases. Additionally, ARCP owns a portfolio that uniquely combines a portfolio of properties with stable income from high credit quality tenants, with properties that have substantial growth opportunities.

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, 2013, ARCP owned 1,219 properties (excluding one vacant property classified as held for sale) consisting of 20.4 million square feet, 100% leased with a weighted average remaining lease term of 9.5 years. In constructing its portfolio, ARCP is committed to diversification (industry, tenant and geography). As of September 30, 2013, rental revenues derived from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 59% (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 and long-term lease arrangements. The foregoing excludes properties owned by CapLease, which were acquired by ARCP pursuant to a merger on November 5, 2013. If the properties owned by CapLease were included, ARCP would have owned 1,287 properties, consisting of 33.5 million square feet, which are 99% leased with a weighted average remaining lease term of 8.1 years, with 66.7% of rental revenues derived from investment grade tenants and tenants affiliated with investment grade entities as determined by a major credit agency.

ARCP uses Funds From Operations and Adjusted Funds From Operations, which are non-GAAP financial measures, to provide information that we consider to be useful to evaluate the performance of a REIT. See page F- 21 for a narrative discussion of these measures.

In connection with the merger, the ARCT IV Advisor will sell to the ARCP OP certain furniture, fixtures, equipment and other assets used by the ARCT IV Advisor in connection with managing the property level business and operations of ARCT IV and the ARCT IV OP, as described under “Related Agreements” on page 182 .

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

Merger Sub is a Delaware limited liability company and a direct wholly owned subsidiary of the ARCP OP 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 proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” on page 197 .

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American Realty Capital Trust IV, Inc.

ARCT IV is a Maryland corporation incorporated in February 2012 that qualified as a REIT for U.S. federal income tax purposes commencing with its initial taxable year ended December 31, 2012. ARCT IV is a non-traded REIT. ARCT IV was formed to acquire a diversified portfolio of commercial real estate, which consists primarily of freestanding single tenant properties net leased to investment grade and other credit worthy tenants. In June 2012, ARCT IV commenced an initial public offering on a “reasonable best efforts” basis to sell up to 60.0 million shares of common stock, excluding 10.0 million shares issuable pursuant to a distribution reinvestment plan, offered at a price of $25.00 per share, subject to certain volume and other discounts, which we refer to as the ARCT IV IPO. In September 2012, ARCT IV commenced real estate operations. As of November 15, 2013, ARCT IV had issued 70,213,533 million shares of ARCT IV common stock in connection with its initial public offering and had issued 885,216 million shares of ARCT IV common stock under its distribution reinvestment plan. As of November 15, 2013, ARCT IV had 71,106,749 shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to ARCT IV’s distribution reinvestment plan.

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

As of September 30, 2013, ARCT IV owned 1,203 properties comprised of 9.2 million square feet, which were 100% leased with a weighted average remaining lease term of 11.5 years. In constructing the portfolio, ARCT IV has been committed to diversification by industry, tenant and geography.

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

ARCT IV and ARCP each were sponsored, directly or indirectly, by ARC. The ARCT IV 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 IV Advisor and ARCP Manager, provide investment, management and advisory services, as well as certain acquisition and debt capital services to ARCT IV and ARCP, as applicable. ARCT IV and ARCP pay management fees and certain other fees to, and reimburse certain expenses of, the ARCT IV 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., ARC Realty Finance Trust, Inc., American Realty Capital Global Trust, Inc., American Realty Capital Healthcare Trust II, Inc., American Realty Capital Trust V, Inc., Phillips Edison — ARC Grocery Center REIT II, Inc. and American Realty Capital Hospitality Trust, Inc. as well as Business Development Corporation of America, a business development company. Certain of the ARC-sponsored REITs have investment strategies substantially similar to those of ARCT IV, ARCP and the combined company.

Recent and Pending Transactions by ARCP

On November 5, 2013, ARCP consummated the CapLease Merger pursuant to the CapLease Merger Agreement. CapLease was a Maryland corporation that qualified as a REIT for U.S. federal income tax purposes and that primarily acquired, owned and managed a diversified portfolio of single tenant commercial real estate properties subject to long-term leases to high credit quality tenants, consisting generally of triple net leases. CapLease focused on properties that are subject to triple net leases. As of September 30, 2013, CapLease owned 68 properties comprised of 13.1 million square feet, which were 100% leased with a weighted average remaining lease term of approximately 5.9 years.

ARCP has also entered into a separate merger agreement with Cole, a Maryland corporation that qualifies as a REIT for U.S. federal income tax purposes. As of September 30, 2013, Cole owned 1,026 properties, comprising 44.8 million rentable square feet of single and multi-tenant retail and commercial space, which are leased to national and regional credit worthy tenants under long-term triple net leases, located in 48 states, which include properties owned through consolidated joint ventures. As of September 30, 2013, the rentable space at these properties was 99% leased. As of September 30, 2013, Cole also owned 24 commercial

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mortgage-backed securities, three notes receivable and, through unconsolidated joint ventures, had interests in 12 properties comprising 2.3 million rentable square feet of commercial and retail space. The consummation of each of the CapLease Merger and the merger is a condition to the Cole Merger.

On August 8, 2013, ARC entered into an Equity Interest Purchase Agreement with Inland, providing for, among other things, the purchase and sale of Inland's equity interests in special purpose entities which own 33 properties comprising the Inland Portfolio, five of which were purchased by ARCP on September 24, 2013. The Inland Portfolio is comprised of approximately 7.0 million square feet and is 96.2% leased, with a weighted average remaining lease term of approximately 4.4 years. The properties are currently leased to 26 distinct tenants. The leases are generally triple net.

Additionally, On October 1, 2013, ARCP agreed to acquire a portfolio of 120 properties, or the Fortress Portfolio, and assumed the obligations of ARC under a Purchase and Sale Agreement, dated July 24, 2013, relating to the acquisition from funds managed by Fortress of the Fortress Portfolio. Pursuant to the Purchase and Sale Agreement, ARCP will purchase the Fortress Portfolio, which is comprised of 6.1 million square feet, and is 100% leased with a weighted average remaining lease term of approximately 12.6 years and is currently leased to 17 distinct tenants. The leases are generally triple net. ARCP acquired 41 of the properties in October 2013.

The Combined Company

ARCT IV and ARCP’s indebtedness consist primarily of (i) certain property level mortgage indebtedness of each of ARCT IV, ARCP and the properties acquired in the CapLease Merger, (ii) the Revolving Credit Agreement (as defined in the Merger Agreement), with respect to ARCT IV, (iii) ARCP’s outstanding convertible notes described elsewhere herein, (iv) ARCP’s existing credit facility, (v) the obligations of CapLease under its credit facility assumed by the ARCP OP concurrently with the effectiveness of the CapLease Merger, as described under “— Sources of Cash Consideration for Recent and Pending Transactions” below, (vi) the obligations of CapLease under its outstanding 7.50% Convertible Senior Notes due 2027 (which pursuant to an amendment are not convertible) assumed by ARCP and the ARCP OP as of the effective time of the CapLease Merger, (vii) the obligations of CapLease under its outstanding unsecured junior subordinated notes assumed by the ARCP OP as of the effective time of the CapLease Merger and (viii) the obligations under secured mortgage notes payable that ARCP intends to use to pay the cash portion of the merger consideration. We anticipate that, upon the consummation of the merger, ARCP’s existing indebtedness will remain outstanding (and, to the extent additional borrowings under ARCP’s credit facility are made to fund a portion of the merger consideration, will be increased by the amount thereof) and the surviving entity of the merger will assume certain immaterial property level mortgage indebtedness of ARCT IV. In addition, we anticipate that the Revolving Credit Agreement of ARCT IV will be terminated and repaid in full substantially simultaneously with the consummation of the merger. In connection therewith, we expect that we will approach one or more lenders under the Revolving Credit Agreement to become a lender under, or (if an existing lender) to increase its commitments in respect of, ARCP's existing credit facility, however, we can provide no assurance that any such lenders will agree to so become a lender under, or to increase its commitments in respect of, ARCP’s existing credit facility, and, to the extent any agent under ARCP’s existing credit facility has any right to approve any such new lender, we can provide no assurance that such approval will be obtained.

ARCT IV’s and ARCP’s properties consist primarily of 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. Each of ARCP and ARCT IV monitors the credit quality of its overall portfolio, including its non-investment grade tenants, to assess the near- and long-term likelihood that such tenants will meet their rental payment obligations. Prior to the approval of any property acquisition by the board of directors of ARCP or ARCT IV, the credit quality of the tenants of such property is assessed and discussed. After each acquisition, for investment grade rated, rated but not investment grade and larger non-rated tenants, which comprise the majority of each company’s tenant base, each company utilizes Moody’s CreditEdge, which monitors the credit of publicly traded companies, and Moody’s RisCalc, through which implied ratings and estimated default frequencies for private companies may be developed. ARCP and ARCT IV each reviews the credit quality of their respective portfolios on an ongoing, monthly basis based on available information. Each company analyzes the ability of tenants to meet current rent

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obligations and the likelihood that such ability will continue through the end of the lease term. In addition, each company receives from selected tenants monthly store financial information, which allows it to monitor the operations of specific locations for rent coverage. Both ARCP’s and ARCT IV’s portfolios of real estate investment properties (excluding one vacant property held by ARCP) were 100% leased as of September 30, 2013. ARCT IV’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) both medium-term leases and long-term leases and purchasing properties both at or below replacement cost and properties with vintage in-place rents at valuations significantly below replacement cost. As of September 30, 2013, ARCT IV owned 1,203 properties consisting of 9.2 million square feet, which were 100% leased with a weighted average remaining lease term of 11.5 years. As of September 30, 2013, rental revenues derived by ARCT IV from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 22.3% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). As of September 30, 2013, ARCP owned 1,219 properties (excluding one vacant property classified as held for sale) consisting of 20.4 million square feet, which were 100% leased with a weighted average remaining lease term of 9.5 years. As of September 30, 2013, rental revenues derived by ARCP from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 59% (the rating of each parent company has been attributed to its wholly owned subsidiary for purposes of this disclosure). The foregoing excludes properties owned by CapLease, which was acquired by ARCP pursuant to a merger on November 5, 2013. If the properties owned by CapLease were included, ARCP would have owned 1,287 properties, consisting of 33.5 million square feet, which are 99% leased with a weighted average remaining lease term of 8.1 years, with 66.7% of rental revenues derived from investment grade tenants and tenants affiliated with investment grade entities as determined by a major credit agency. The surviving entity in the merger will own a larger and more diversified portfolio that uniquely combines ARCT IV’s portfolio of properties with stable income from high credit quality tenants, with ARCP’s portfolio, which has properties with stable income from high credit quality tenants and properties with 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.

Property Portfolio Information

At September 30, 2013, ARCP owned a diversified portfolio:

The following table lists tenants whose annualized rental income on a straight-line basis represent greater than 20% of the total annualized rental income on a straight-line basis for the portfolio property of ARCP as of December 31, 2012.

Tenant		December 31, 2012
Citizens Bank			28.7	%

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The following financial statements are being presented pursuant to section 2340 of the Securities and Exchange Commission — Division of Corporation Finance’s Financial Reporting Manual because RBS Citizens, N.A. is a significant lessee of American Realty Capital Properties, Inc. as of December 31, 2012. The following financial statements are unaudited and the information contained therein is derived entirely from information that is publicly available at www.fdic.gov/bank/statistical/ .

RBS CITIZENS, N.A.
CONSOLIDATED BALANCE SHEETS

		September 30, 2013				December 31,
(In thousands)						2012				2011				2010
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Assets
Cash and due from depository institutions		$	6,612,045			$	6,955,817			$	6,221,372			$	3,959,295
US Government securities			9,278,271				8,010,077				11,871,642				10,844,294
Securities issued by state and political subdivisions			—				8,468				78,800				87,735
Other investment securities			958,693				1,176,154				1,560,308				2,912,008
Federal funds sold and reverse repurchase agreements			—				1,100,000				—				—
Trading account assets			585,600				918,009				1,042,168				875,937
Loans and leases			71,603,701				73,761,030				73,654,413				76,431,666
Less: allowances for loan loss			(1,027,744	)			(1,035,634	)			(1,448,900	)			(1,730,326	)
Goodwill			5,681,053				9,344,053				9,344,053				9,344,052
Other intangibles			184,959				145,728				157,557				212,774
Bank premises and fixed assets			531,746				1,150,796				1,057,840				925,752
Other real estate owned			42,831				84,347				106,547				109,925
All other assets			3,831,766				3,205,149				3,294,791				3,862,585
Total assets		$	98,282,921			$	104,823,994			$	106,940,591			$	107,835,697
Liabilities and equity capital
Liabilities
Deposits		$	77,986,990			$	80,349,888			$	75,690,155			$	70,580,808
Federal funds purchased and repurchase agreements			2,304,466				2,371,002				4,715,542				4,307,315
Trading liabilities			511,822				862,056				957,906				58,286
Other borrowed funds			219,527				750,855				5,429,621				12,919,170
Subordinated debt			260,000				260,000				661,182				1,365,907
All other liabilites			1,610,920				1,455,435				1,375,121				1,688,951
Total liabilities			82,893,725				86,049,236				88,829,527				90,920,437
Equity capital
Perpetual preferred stock			75				75				75				75
Common stock			1				1				1				1
Surplus			16,360,719				16,360,719				16,350,198				15,641,229
Undivided profits (losses)			(971,599	)			2,413,963				1,760,790				1,273,955
Total equity capital			15,389,196				18,774,758				18,111,064				16,915,260
Total liabilities and equity capital		$	98,282,921			$	104,823,994			$	106,940,591			$	107,835,697

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RBS CITIZENS, N.A.
CONSOLIDATED INCOME STATEMENTS
(In thousands)

		Nine Months Ended September 30, 2013				Year Ended December 31,
						2012				2011				2010
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Interest Income
Domestic office loans		$	1,862,970			$	2,644,125			$	2,855,201			$	3,238,883
Foreign office loans			—				—				—				—
Lease financing receivables			79,820				111,776				113,015				111,089
Balances due from depository institutions			7,142				9,517				8,329				11,456
Securities			191,972				360,442				473,815				612,401
Trading accounts			—				—				—				1
Federal funds sold			4,741				3,150				70				14
Other interest income			23,356				33,833				33,889				33,911
Total interest income			2,170,001				3,162,843				3,484,319				4,007,755
Interest Expense
Domestic office deposits			(120,203	)			(288,458	)			(390,060	)			(554,396	)
Foreign office deposits			(1,294	)			(1,664	)			(1,556	)			(1,226	)
Federal funds purchased			(154,446	)			(99,772	)			(167,282	)			(115,205	)
Trading liabilities and other borrowed money			(7,410	)			(87,556	)			(206,861	)			(550,333	)
Subordinated notes and debentures			(6,086	)			(16,137	)			(29,205	)			(29,424	)
Total interest expense			(289,439	)			(493,587	)			(794,964	)			(1,250,584	)
Net interest income			1,880.562				2,669,256				2,689,355				2,757,171
Provision for loan and lease losses			(330,501	)			(380,494	)			(815,736	)			(1,468,340	)
Net interest income after provision for lease losses			1,550,061				2,288,762				1,873,619				1,288,831
Non-interest Income
Fiduciary activities			16,803				23,164				24,012				23,889
Service charges on deposit accounts			284,678				415,025				450,868				471,745
Trading account gains and fees			34,445				5,085				24,668				16,346
Investment banking, advisory, brokerage, and underwriting fees and commissions			89,354				101,154				91,420				82,497
Venture capital revenue			—				—				21				(27	)
Net servicing fees			76,594				8,398				(11,951	)			35,659
Insurance commission fees and income			2,763				8,180				6,511				7,835
Net gains (losses) on sales of loans			77,349				65,086				17,964				65,949
Net gains (losses) on sales of other real estate owned			8,603				595				(1,849	)			(1,573	)
Net gains (losses) on sales of other assets (excluding securities)			188				3,809				(2,351	)			(17,737	)
Other non-interest income			347,025				611,323				630,449				300,959
Total non-interest income			937,802				1,241,819				1,229,762				985,542
Non-interest Expense
Salaries and employee benefits			(1,056,385	)			(1,448,306	)			(1,338,947	)			(1,342,839	)
Premises and equipment expense			(369,776	)			(555,685	)			(594,302	)			(557,162	)
Amortization and goodwill impairment losses			(3,663,384	)			(137	)			(18,651	)			(42,334	)
Other non-interest expense			(473,479	)			(742,249	)			(672,539	)			(774,237	)
Total non-interest expense			(5,563,024	)			(2,746,377	)			(2,624,439	)			(2,716,572	)
Pre-tax net operating income (loss)			(3,075,161	)			784,204				478,942				(442,199	)
Securities gains			53,120				112,606				79,747				328,226
Applicable income tax			(100,739	)			(336,375	)			(213,555	)			74,798
Income (loss) before extraordinary items			(3,122,780	)			560,435				345,134				(39,175	)
Extraordinary gains – net			—				—				—				—
Net income (loss) attributable to bank			(3,122,780	)			560,435				345,134				(39,170	)
Net income (loss) attributable to non-controlling interests			—				—				—				(5	)
Net income (loss) attributable to bank and non-controlling interests		$	(3,122,780	)		$	560,435			$	345,134			$	(39,175	)

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RBS CITIZENS, N.A.
CONSOLIDATED CHANGES IN BANK EQUITY CAPITAL
(In thousands)

		As of September 30, 2013				As of December 31,
						2012				2011				2010
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Bank equity capital, balance at beginning of period		$	18,774,758			$	18,111,064			$	16,915,260			$	16,599,741
Net income (loss)			(3,122,780	)			560,435				345,134				(39,170	)
Sale, conversion, retirement of capital stock, net			—				—				702,990				—
Cash dividends declared on common stock			(75,000	)			(75,000	)			—				—
Other comprehensive income (loss)			(187,782	)			167,738				141,701				354,689
Other transactions with parent holding company			—				10,521				5,979				—
Total bank equity capital, balance at end of period		$	15,389,196			$	18,774,758			$	18,111,064			$	16,915,260

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The properties owned by ARCP include 447 net lease properties, or the GE Portfolio, acquired by ARCP on June 27, 2013 from certain affiliates of GE Capital Corp., or GE Capital. The 447 properties are subject to 409 property operating leases and 38 direct financing leases. The GE Capital Portfolio contains approximately 2.0 million rentable square feet and consists of 444 restaurants (including three other revenue generating assets) and three retail properties. The purchase price for the GE Capital Portfolio was approximately $774 million exclusive of closing costs.

At September 30, 2013, ARCT IV owned a diversified portfolio:

The properties owned by ARCT IV include 924 net lease properties acquired by ARCT IV from certain affiliates of GE Capital. The 924 properties are subject to 912 property operating leases and 12 direct financing leases. The portfolio contains approximately 3.4 million rentable square feet and consists primarily of quick service, family dining, and casual dining restaurants.

At September 30, 2013, CapLease owned a diversified portfolio:

At September 30, 2013, Fortress Portfolio consisted of a diversified portfolio: