UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1521, 2013 (February 14, 2013)

AMERICAN REALTY CAPITAL TRUST III, INC.

(Exact name of Registrant as specified in its charter)

Maryland

000-54690

27-3715929

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

405 Park Avenue

New York, New York 10022

(Address, including zip code, of principal executive offices)

(212) 415-6500

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

xo Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.0103. ~~Other~~Creation ~~Events~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 1514, 2013, American Realty Capital Trust III, Inc. (the “Company”), ~~and~~through American Realty Capital ~~Properties~~Operating Partnership III, ~~Inc~~L.P., ~~(“ARCP”)~~its ~~issued~~operating partnership, closed its entry into a ~~joint~~credit ~~press~~facility ~~release~~in ~~announcing~~ the ~~deadline~~amount ~~for~~of ~~ARCT~~$875.0 ~~III~~million ~~stockholders~~with Wells Fargo Bank, National Association as administrative agent, RBS Citizens, N.A. and Regions Bank as syndication agents, and Capital One, N.A. and JP Morgan Chase Bank, N.A. acting as documentation agents. The credit facility contains an “accordion” feature to ~~elect~~allow the ~~form~~Company, ofthrough ~~consideration~~an ~~that~~additional commitment, ~~they~~to ~~will~~increase ~~receive~~the ~~upon~~aggregate commitments under the ~~close~~credit facility to a maximum of $1.0 billion. Upon the ~~proposed~~consummation ~~merger~~of ~~between~~ the Company’s ~~and~~proposed ~~ARCP~~merger aswith ~~5:00~~American PRealty Capital Properties, Inc.M. ET(“ARCP”), onARCP ~~February~~and 25its operating partnership will assume the borrowing role of the Company and its operating partnership, ~~2013~~respectively.

AThe ~~copy~~credit offacility contains a $525.0 million term loan facility and a $350.0 million revolving credit facility. Loans under the ~~joint~~credit ~~press~~facility ~~release~~will isbe ~~attached~~priced asat ~~Exhibit~~their 99applicable rate plus 1.60% to 2.20%, based upon the Company’s current leverage. To the extent that the Company receives an investment grade credit rating as determined by a major credit rating agency, loans under the credit facility will be priced at their applicable rate plus 1.10% to ~~this~~2.00%, ~~Current~~based ~~Report~~upon onthe ~~Form~~Company’s ~~8-K~~current investment grade credit rating. The Company may also make fixed rate borrowings under the credit facility.

~~About~~The credit facility provides for monthly interest payments. In the event of a default, each lender has the right to terminate its obligations under the credit facility, and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Company has guaranteed the obligations under the credit facility. The revolving credit facility will terminate on February 14, 2017, unless extended, and the term loan facility will terminate on February 14, 2018. The Company may prepay its borrowing under the credit facility and, to the extent that borrowings are unused under the revolving credit facility and the term loan facility, the Company may incur an unused fee. The credit facility also requires the Company to maintain certain property related collateral as a condition to funding.

The ~~Company~~description isof athe ~~publicly~~credit ~~registered,~~facility ~~non-traded~~in ~~real~~this ~~estate~~Current ~~investment~~Report ~~program that qualified as a real estate investment trust for U.S. federal income tax purposes for the taxable year ended December 31, 2011, focused~~ on ~~acquiring~~Form ~~primarily free~~8-~~standing~~K ~~single-tenant~~is ~~retail~~a ~~properties~~summary ~~net leased to investment grade~~ and ~~other~~is ~~creditworthy~~qualified ~~tenants~~in ~~with~~its ~~long-term~~entirety ~~lease~~by ~~durations~~the ~~that contain non-cancelable lease~~ terms of ~~ten~~the orcredit ~~more~~agreement ~~years.~~which ~~Additional information~~is ~~about~~attached ~~the~~as Exhibit ~~Company~~10.22 ~~can~~to bethis ~~found~~Current Report on ~~its~~Form ~~website at www.arct~~8-3K.~~com.~~

Additional Information and Where to Find It

In connection with the proposed merger, the Company and ARCP have filed a definitive proxy statement with the SEC on January 22, 2013 and commenced mailing the definitive proxy statement and a form of proxy to the stockholders of the Company. BEFORE MAKING ANY VOTING DECISION, INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors will be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at http://www.arct-3.com, and copies of the documents filed by ARCP with the SEC are available free of charge on ARCP’s website at http://www.americanrealtycapitalproperties.com.

Participants in Solicitation

The Company, ARCP and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s and ARCP’s stockholders in respect of the proposed merger. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement filed with the SEC on April 24, 2012. Information regarding ARCP’s directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on May 4, 2012 and its Current Report on Form 8-K filed with the Sec on October 16, 2012. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s stockholders generally, by reading the definitive proxy statement filed in connection with the proposed merger with the SEC on January 22, 2013 and other relevant documents regarding the proposed merger filed with the SEC. These documents are available free of charge on the SEC’s website and from the Company or ARCP, as applicable, using the sources indicated above.

Forward-Looking Statements

Information set forth in this Current Report on Form 8-K (including information included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect the Company’s and ARCP’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, whether and when the transactions contemplated by the Merger Agreement will be consummated, the new combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability of the Company and ARCP to obtain the stockholder approvals required to consummate the proposed merger; market volatility, unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; whether or not ARCP common stock will be included in REIT and public exchange indices; uncertainty regarding the level of demand for ARCP common stock that inclusion in such indices would generate; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the tenants of the respective parties. Additional factors that may affect future results are contained in Company's and ARCP’s filings with the SEC, which are available at the SEC's website at www.sec.gov. The Company and ARCP disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Joint Press Release dated February 15, 2013 issued by American Realty Capital Properties, Inc. and American Realty Capital Trust III, Inc.
10.22		Credit Agreement, dated as of February 14, 2013, among American Realty Capital Operating Partnership III, L.P., Company, Wells Fargo Bank, National Association, RBS Citizens, N.A. and Regions Bank, Capital One, N.A. and JPMorgan Chase Bank, N.A. and the other lenders party hereto

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	AMERICAN REALTY CAPITAL TRUST III, INC.
February 15, 2013	By:	/s/ Edward M. Weil, Jr.
February 21, 2013	By:	/s/ Edward M. Weil, Jr.
	Name:	Edward M. Weil, Jr.
	Title:	President and Chief Operating Officer

Filing Compare · American Realty Capital Trust III, Inc.