120,000,000 Shares American Realty Capital Properties, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2014 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
American Realty Capital Properties, Inc., a Maryland corporation (the “Issuer”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I (the “Underwriters”) an aggregate of 120,000,000 shares of its common stock (the “Common Stock”), par value $0.01 per share (the “Shares”). The 120,000,000 Shares to be sold by the Issuer pursuant to the preceding sentence are called the “Firm Shares.” In addition, the Issuer has granted to the Underwriters an option to purchase up to an additional 18,000,000 Shares as provided in Section 2. The additional 18,000,000 Shares to be sold by the Issuer pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the “Offered Shares.” Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Barclays Capital Inc. and J.
