AMERICAN REALTY CAPITAL PROPERTIES, INC. UP TO 8,800,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT July 7, 2011Dealer Manager Agreement • July 11th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
American Realty Capital Properties, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2011, or the first year during which the Company begins material operations. The Company proposes to offer up to 8,800,000 shares (the “Shares”) of its common stock, $.01 par value per share (the “Common Stock”), for a purchase price of $12.50 per share (subject in certain circumstances to discounts), in its initial public offering (the “Offering”), (i) up to twenty-five percent (25%) of which may be offered and sold to the Company’s directors, officers, employees and other individuals associated with the Company and members of their families pursuant to the Company’s directed share program (the “Directed Share Program”) and (ii) up to 2,450,000 shares of which may be offered and sold to holders of interests in ARC Income Properties, LLC and
