Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 2, 2008

American Realty Capital Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland		333-145949		71-1036989
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

106 Old York Road

Jenkintown, PA 19046

(Address, including zip code, of Principal Executive Offices)

Registrant's telephone number, including area code: (215) 887-2189

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:

o 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 2.01

Completion of Acquisition of Assets.

Rockland Properties

On April 25, 2008, the REIT’s Board of Trustees approved the acquisition of certain property owned by Rockland Trust Company (the “Rockland Properties”). The REIT acquired the Rockland Properties on May 2, 2008.

The purchase price for the Rockland Properties is approximately $33.0 million, including the acquisition fee and all closing costs. The acquisition is comprised of approximately $24.4 million of debt, a preferred equity investment of approximately $4.0 million from an unaffiliated entity pursuant to a limited liability agreement entered into by this unaffiliated entity and our operating partnership, American Realty Capital Operating Partnership, L.P. to obtain an indirect ownership interest in the Rockland Properties. This preferred equity investment is convertible into operating partnership units, valued at $9.00 per unit, on or before April 30, 2009, under the limited liability company agreement (such operating partnership units are convertible into shares of stock in the REIT). In addition, we borrowed $2.5 million under the borrowing facility established between the Advisor and American Realty Capital Operating Partnership, LP. The rate on this short-term borrowing is 8.0% per annum, accrued monthly, with repayment of principal permitted without penalty. We expect to immediately pay down the borrowing as we raise funds. Rockland Trust, the seller of the Rockland Properties, is an unaffiliated third party. The Rockland Properties consist of commercial bank branches, bank branch/offices and operations centers throughout Southeastern Massachusetts and Cape Cod with an aggregate of approximately 121,000 square feet. The current sole tenant of the properties is Rockland Trust Company.

Rockland Property Location		Approximate Purchase Price⁽¹⁾	Approximate Compensation to Advisor and Affiliates
Middleboro, MA	$	3,479,000	Total for all Properties =
Hyannis, MA		2,366,000	$566,000
Hull, MA		687,000	(Acquisition Fee + Finance
Randolph, MA		1,532,000	Coordination Fee)
Duxbury, MA		639,000
Brockton, MA		1,492,000
Centerville, MA		1,363,000
Chatham, MA		1,316,000
Orleans, MA		1,123,000
Pembroke, MA		1,538,000
S. Yarmouth, MA		1,577,000
Scituate, MA		1,256,000
Rockland, MA		4,076,000
Rockland, MA		1,760,000
Hanover, MA		1,313,000
Plymouth, MA		5,150,000
Middleboro, MA		917,000
West Dennis, MA		1,376,000
Total	$	32,960,000

________________

(1)

Approximate purchase price includes purchase price plus closing costs, inclusive of the acquisition fee, which equals 1% of the contract purchase price.

Each property is 100% leased on a triple-net basis to Rockland Trust Company, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The guarantor under the lease is Rockland Trust Company. Each location has four concurrent renewal options, each for a five-year term at the then prevailing market rate.

Rockland Property Location	Total Square Feet Leased		Current Annual Base Rent		Base Rent per Square Foot		Lease Term (Years
Middleboro, MA		18,520	$	250,020	$	13.50		10.0
Hyannis, MA		8,948		170,012		19.00		10.0
Hull, MA		1,763		49,364		28.00		10.0
Randolph, MA		3,670		110,100		30.00		10.0
Duxbury, MA		2,667		90,678		34.00		15.0
Brockton, MA		1,835		45,875		25.00		10.0
Centerville, MA		2,977		77,402		26.00		15.0
Chatham, MA		3,459		107,229		31.00		10.0
Orleans, MA		3,768		97,968		26.00		10.0
Pembroke, MA		3,213		106,029		33.00		15.0
S. Yarmouth, MA		4,727		108,721		23.00		15.0
Scituate, MA		2,706		86,592		32.00		15.0
Rockland, MA		18,425		280,981		15.25		15.0
Rockland, MA		11,027		121,297		11.00		15.0
Hanover, MA		2,828		90,496		32.00		15.0
Plymouth, MA		25,358		355,012		14.00		15.0
Middleboro, MA		2,106		63,180		30.00		15.0
West Dennis, MA		3,060		94,860		31.00		15.0
Total/ average		121,057		2,305,816	$	19.05		13.2

The following table outlines the loan terms on the debt financing assumed in connection with acquisition of the Rockland Properties:

Mortgage Debt Amount	Type	Rate	Maturity Date

$ 24,412,500	Variable	30 Day LIBOR + 1.375% (1)	May 2013

______________

(1)

The Company entered into a rate lock agreement to limit its interest rate exposure. The LIBOR floor and cap are 3.54% and 4.125% (initial year), respectively.

Independent Bank Corp. (NYSE: INDB) operates as the holding company for Rockland Trust Company (the “Bank”), which provides commercial banking, retail banking, and investment management services in Massachusetts. Its Fitch credit rating is BBB-. It offers a range of demand deposits, interest checking, money market accounts, savings accounts, and time certificates of deposit. The Bank's loan portfolio comprises commercial loans, business banking loans and consumer loans. It also provides real estate loans, which comprise commercial mortgages that are secured by nonresidential properties, residential mortgages that are secured primarily by owner-occupied residences, and mortgages for the construction of commercial and residential properties. In addition, the Bank provides investment management and trust services to individuals, small businesses, and charitable institutions, as well as serves as executor or administrator of estates. As of December 31, 2007, it operated 52 banking offices, 9 commercial banking centers, 4 investment management group offices, and 5 residential lending centers, which are located in Southeastern Massachusetts and Cape Cod. The company was founded in 1907 and is headquartered in Rockland, Massachusetts.

Independent Bank Corp. currently files its financial statement in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding Independent Bank Corp. are taken from the 2005, 2006 and 2007 annual reports.

	For the Fiscal Year Ended December 31,
	2007		2006		2005
Consolidated Statements of Operations (in thousands)
Interest Income	$	159,738	$	167,693	$	155,661
Net Interest Income after Provision for Loan Losses		93,053		100,320		101,668
Net Income		28,381		32,851		33,205

	As of the Fiscal Year Ended December 31,
	2007			2006		2005
Consolidated Balance Sheets (in thousands)
Total Assets	$	2,768,413	$	2,828,919	$	3,041,685
Long-term Debt		504,344		493,649		587,810
Stockholders’ Equity		220,465		229,783		228,152

For more detailed financial information regarding Independent Bank Corp., please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov.

Item 8.01 Other Events

Potential Property Acquisition

Rite Aid Properties

Our advisor has identified the properties described below as potential suitable investments for us. The acquisition of the properties is subject to a number of conditions. A significant condition to acquiring the potential acquisition is our ability to raise sufficient proceeds in this offering to pay all or a portion of the purchase price.

We will decide whether to acquire the properties generally based upon:

satisfaction of the conditions to the acquisitions contained in the respective contracts;

no material adverse change occurring relating to the properties, the tenants or in the local economic conditions;

our receipt of sufficient net proceeds from the offering of our common stock to the public and financing proceeds to make these acquisitions; and

our receipt of satisfactory due diligence information including appraisals, environmental reports and tenant and lease information, amongst other due diligence related reports.

The REIT anticipates acquiring 6 Rite Aid properties (the “Rite Aid Properties”) in the second quarter of 2008. On April 25, 2008, the REIT’s Board of Trustees (with the two inside directors abstaining because the acquisition of the Rite Aid Properties is an affiliated transaction) approved the potential acquisition of the Rite Aid Properties. Although the REIT believes that the acquisition of the Rite Aid Properties is probable, there can be no assurance that this acquisition will be consummated.

The REIT anticipates that its operating partnership, American Realty Capital Operating Partnership, L.P., will enter into a purchase agreement with the obligation to purchase the Rite Aid Properties subject to customary due diligence and other conditions, as described above. The REIT will acquire the Rite Aid Properties at sellers’ cost, which does not exceed the fair market value of the Rite Aid Properties as determined by an appraisal of a qualified independent appraiser. The purchase price for the Rite Aid Properties is approximately $18.8 million, including estimated closing costs and the acquisition fee. The purchase price is expected to be comprised of approximately $12.8 million of assumed debt. In addition, we will borrow against the revolving credit facility established between the Advisor and American Realty Capital Operating Partnership, LP. The current borrowing capacity of this $10.0 million dollar facility is $3.5 million. The amount borrowed will be based on the amount of capital raised prior to acquiring the Rite Aid Properties. The rate on this shor