FILED: NEW YORK COUNTY CLERK 01/26/ :43 PM INDEX NO /2014 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/26/2015. Canellos Affirmation Exhibit F

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1 FILED: NEW YORK COUNTY CLERK 01/26/ :43 PM INDEX NO /2014 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/26/2015 Canellos Affirmation Exhibit F

2 As filed with the Securities and Exchange Commission on Registration No UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARC Properties Operating Partnership, L.P. (Exact name of registrant as specified in its charter) SEE TABLE OF ADDITIONAL REGISTRANTS Delaware (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) ARC Properties Operating Partnership, L.P. 405 Park Avenue, 15th Floor New York, New York Phone: (212) (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Richard A. Silfen Executive Vice President and General Counsel American Realty Capital Properties, Inc. 405 Park Avenue New York, New York (212) (Name, address, including zip code, and telephone number, including area code, of agent for service) With a copy to: Peter M. Fass, Esq. Steven L. Lichtenfeld, Esq. Proskauer Rose LLP Eleven Times Square New York, New York (212) Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

3 The audited financial statements and schedules of American Realty Capital Properties, Inc. and management s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of Cole Real Estate Investments, Inc. (f/k/a Cole Credit Property Trust III, Inc.), incorporated in this Prospectus by reference from the Current Report on Form 8-K/A filed by American Realty Capital Properties, Inc. on March 14, 2014, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to the acquisition of Cole Real Estate Investments, Inc. (f/k/a Cole Credit Property Trust III, Inc.) by American Realty Capital Properties, Inc.), which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The consolidated financial statements, the related financial statement schedules and the effectiveness of internal control over financial reporting of CapLease, Inc. and Subsidiaries incorporated by reference in this Registration Statement by reference to the Annual Report on Form 10-K for the year ended December 31, 2012, have been audited by McGladrey LLP (formerly McGladrey & Pullen, LLP), an independent registered public accounting firm, as stated in their report incorporated by reference herein, and have been so incorporated in reliance upon such reports and upon the authority of such firm as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement, including its exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about us and the securities we are offering. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. The SEC allows ARCP to incorporate by reference the information ARCP files with them into this prospectus supplement and the accompanying prospectus, which means that ARCP can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and later information that ARCP files with the SEC will automatically update and supersede this information. ARCP incorporates by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, until this offering is complete (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules): ARCP s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 27, 2014; ARCP s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014 filed with the SEC on May 8, 2014 and July 29, 2014, respectively; ARCP s Current Reports on Form 8-K or Form 8-K/A, as applicable, filed with the SEC on June 14, 2013, November 1, 2013 (the Form 8-K filed on this date), January 3, 2014 (only with respect to Items 1.01, 2.01, 3.03, 5.02 and 8.01 of such Form 8-K filed on this date), January 8, 2014, January 9, 2014 (two Form 8-Ks filed on this date), January 14, 2014 (two Form 8-Ks filed on this date), January 17, 170

4 2014, January 23, 2014 (two Form 8-Ks filed on this date), January 24, 2014, February 4, 2014, February 5, 2014, February 6, 2014 (two Form 8-Ks filed on this date), February 7, 2014, February 10, 2014 (two Form 8-Ks filed on this date, but in the first Form 8-K filed on this date, only with respect to Item 8.01), February 13, 2014, February 19, 2014, February 26, 2014, February 27, 2014 (only with respect to the Form 8-K/A filed on that date), March 4, 2014, March 13, 2014 (only with respect to Item 8.01), March 14, 2014 (three Form 8-Ks filed on this date), March 20, 2014, March 21, 2014, April 2, 2014, April 10, 2014, April 18, 2014, April 22, 2014, April 29, 2014, May 16, 2014, May 20, 2014 (two Form 8-Ks filed on this date), May 21, 2014 (the first, third and fifth Form 8-K filed on this date), May 22, 2014, May 28, 2014, May 29, 2014, June 2, 2014, June 3, 2014 (the second and third Form 8-K filed on this date), June 10, 2014, June 12, 2014, June 24, 2014, June 26, 2014, June 30, 2014, July 10, 2014, July 16, 2014, July 22, 2014 and July 28, 2014 (two Form 8-Ks filed on this date, but in the first Form 8-K filed on this date, only with respect to Item 5.02). ARCP s definitive proxy statement filed with the SEC on April 29, 2014 but only to the extent such information was incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2013; and description of ARCP s common stock included in ARCP s registration statement on Form 8-A filed with the SEC on August 1, We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus but not delivered with this prospectus, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. Requests for those documents should be directed to us as follows: American Realty Capital Properties, Inc., 405 Park Avenue, New York, New York 10022, Attn: Investor Relations, Telephone: (212)

5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 31st day of July, ARC PROPERTIES OPERATING PARTNERSHIP, L.P. By: American Realty Capital Properties, Inc., its sole general partner By: Chief Executive Officer and Chairman (Principal Executive Officer) SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of the sole general partner of ARC Properties Operating Partnership, L.P., hereby severally constitute and appoint and, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable ARC Properties Operating Partnership, L.P. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date Chief Executive Officer and Chairman (Principal Executive Officer) Chief Financial Officer, Treasurer, Secretary and Executive Vice President (Principal Financial Officer) Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) Leslie D. Michelson Leslie D. Michelson Lead Independent Director III-4

6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 31st day of July, AMERICAN REALTY CAPITAL PROPERTIES, INC. By: Chief Executive Officer and Chairman (Principal Executive Officer) SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of American Realty Capital Properties, Inc., hereby severally constitute and appoint and Brian S. Block, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable American Realty Capital Properties, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date Chief Executive Officer and Chairman (Principal Executive Officer) Chief Financial Officer, Treasurer, Secretary and Executive Vice President (Principal Financial Officer) Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) Leslie D. Michelson Leslie D. Michelson William G. Stanley William G. Stanley Lead Independent Director Independent Director Scott J. Bowman Scott J. Bowman Independent Director III-6