American Realty Capital Trust Files Definitive Proxy Materials
Issues Letter Urging Stockholders to Vote 'For' Proposed ARCT-Realty Income
Special Meeting of Stockholders to Vote on Proposed Merger Scheduled for
January 16, 2013
NEW YORK, Dec. 6, 2012
NEW YORK, Dec. 6, 2012 /PRNewswire/ --American Realty Capital Trust, Inc.,
(NASDAQ: ARCT) ("ARCT" or the "Company") today announced that it has filed
with the Securities and Exchange Commission ("SEC"), and has commenced mailing
to all ARCT stockholders, its definitive proxy materials regarding the
previously announced merger with Realty Income Corporation (NYSE: O).
A Special Meeting of ARCT stockholders to consider and vote on the proposal to
approve the merger and the other transactions contemplated by the merger
agreement has been scheduled for January 16, 2013, at 9:00 AM, local time at
The Core Club located at 66 East 55th Street, New York, New York, 10022.
Stockholders of record of the Company as of December 6, 2012, will be entitled
to vote at the Special Meeting.
ARCT's board of directors has unanimously approved the Realty Income merger
and recommends that all ARCT stockholders vote "FOR" the proposal to approve
the merger on the WHITE proxy card. Approval of the merger requires the
affirmative vote of the holders of a majority of the outstanding shares of the
Company's common stock entitled to vote at the Special Meeting.
Stockholders are encouraged to read the Company's definitive proxy materials
in their entirety as they provide, among other things, a detailed discussion
of the process that led to the merger agreement and the reasons behind the
board of directors' unanimous recommendation that stockholders vote "FOR" the
proposal to approve the merger.
ARCT today issued the following letter to stockholders:
December 6, 2012
Dear Fellow Stockholder,
You will soon receive proxy materials from American Realty Capital Trust,
Inc. ("ARCT") regarding the Special Meeting of ARCT Stockholders scheduled
for January 16, 2013. At the Special Meeting you will be asked to consider,
and vote upon, a proposal to approve the merger and the other transactions
contemplated by the merger agreement providing for the acquisition of ARCT
by Realty Income Corporation. ARCT stockholders of record as of the close
of business on December 6, 2012, are entitled to notice of, and to vote at,
the Special Meeting.
As detailed in the proxy materials and outlined below, your board of
directors has concluded that the proposed merger with Realty Income is in
the best interests of the Company and its stockholders and unanimously
recommends you vote FOR the proposal to approve the merger. After thorough
deliberation by your board of directors, with the assistance of the
Company's independent financial and legal advisors, the Company has
determined that a sale to Realty Income is the best way to continue
delivering value to ARCT stockholders.
We urge you to vote by telephone or via the Internet by following
instructions on your WHITE proxy card, or please sign, date and return the
enclosed WHITE proxy card today using the postage-paid envelope provided.
Your vote is very important. Your board of directors recommends that
stockholders vote today FOR the proposal to approve the merger with Realty
Income. A failure to vote will have the same effect as a vote AGAINST the
proposal to approve the merger and the other transactions contemplated by
the merger agreement.
YOUR BOARD OF DIRECTORS UNANIMOUSLY BELIEVES THAT THE PROPOSED ACQUISITION
BY REALTY INCOME IS IN THE BEST INTERESTS OF ARCT AND ITS STOCKHOLDERS
In making its recommendation, your board took into account a variety of
factors described in the definitive proxy statement, including ARCT's
pre-announcement and historical stock prices, forecasts of ARCT's future
financial performance prepared by ARCT's management, and the financial
analyses performed by Goldman, Sachs & Co., the Company's financial advisor,
and summarized in the proxy statement. Your board also thoroughly
considered various strategic alternatives, including remaining a stand-alone
company, leveraged recapitalizations and other strategic transactions. In
evaluating these other scenarios, your board determined that none of these
alternatives was likely to lead to greater stockholder value than the Realty
The merger with Realty Income provides a number of compelling benefits to
oARCT Stockholders Will Own Shares In Realty Income, the Best-Performing
Net Lease REIT Over a 40-Year Timeframe. As a result of the merger, you
will receive common stock of one of the most attractive publicly traded
net lease REITs in the sector. Realty Income has paid 509 consecutive
monthly dividends since 1970, and it has increased its monthly dividend
68 times since its listing on the New York Stock Exchange in 1994.
During that time, its annual dividend has increased from $0.90 per share
to $1.82^, and there is potential for a dividend increase upon the
closing of this transaction. Additionally, since Realty Income's
listing on the NYSE in 1994, the compounded annual return to
stockholders has been 17.8%, which is more than 5.9% points over the Dow
Jones Industrial Average, Standard & Poor's 500, NASDAQ and FTSE NAREIT
Index for the same period.^
"For ARCT shareholders, the benefits include a decline in cost of and a
greater access to capital, overhead savings, and partnering with the
best in class management team with a track record of producing
attractive shareholder returns and dividend growth."
- JMP Securities research report, "Merger Overshadows 3Q Report;
Maintain MP" - November 2, 2012.*
oThe Combined Company Should Produce Substantial Earnings Growth, Driving
Additional Stockholder Value. The combined company, which will be
financially stronger than its competitors and have a lower cost of
capital, will have a distinct advantage in the net lease sector and be
poised to grow earnings while increasing dividends. The combined
company's size and balance sheet strength will further facilitate the
execution of large transactions through improved access to capital, and
substantially enhance the combined company's ability to generate
significant transaction volumes in the relatively fragmented net lease
real estate market. As a result of the merger, ARCT stockholders stand
to benefit from higher risk adjusted returns due to the greater
stability and diversity of the combined property portfolio.
While there are short-term tradeoffs for ARCT stockholders with respect
to the dividend, the Company's Board and management strongly believe
that the reduction in yield is far outweighed by the potential for
growth and value creation in the combined company. ARCT's Board and
management are confident in the future prospects of the combined
company. ARCT's management will have an anticipated collective
ownership of approximately $45 million in Realty Income stock following
the close of the transaction, so their interests are firmly aligned with
those of ARCT stockholders.
"In all, through both a major acquisition like ARCT and the consistent
level of acquisition activity on a quarterly basis, Realty Income is
poised for substantial growth in our view."
- RBC Capital Markets research report, "3Q Earnings Review: Operations,
Acqs Strong; Raising 12/13 Est, Introducing '14" - October 29, 2012.*
oRealty Income is Valuing ARCT's Assets at a Price Significantly Higher
Than What ARCT Paid for Them Originally, and the Multiple Paid is at the
High End of Similar Net Lease Transactions.
oLow capitalization rate: On September 5, 2012, the implied offer
value of $12.21 per share of ARCT common stock implied a weighted
average capitalization rate for ARCT's assets of 6.1%, or 5.9%
based on current cash rents. This is significantly below the
weighted average capitalization rate of 8.2% at which ARCT
aggregated its portfolio of assets. 58% of ARCT's assets (by
acquisition volume) were purchased in 2011 and are already being
sold at this much lower cap rate.
oHigh multiple relative to precedent transactions: At announcement,
the transaction exchange ratio implied a forward FFO multiple of
14.4x for ARCT, which is at the high end of similar net lease
public REIT sale transactions.^^
oExpected Dividend Increase. Given the positive impact the transaction
is expected to have on operating results, Realty Income anticipates
that, upon closing, it will increase its dividend by approximately $0.13
per share, or 7.1%.
MERGER WITH REALTY INCOME IS BEST OPTION TO CREATE VALUE FOR ARCT
STOCKHOLDERS; ARCT HAS DEMONSTRATED ITS CONTINUING COMMITMENT TO MAXIMIZING
The decision by ARCT's board of directors to enter into a definitive
agreement with Realty Income was made after the board had undertaken an
extensive and thorough evaluation of strategic alternatives beginning in
April 2011. Through this process, with the assistance of Goldman Sachs, a
number of options were evaluated thoroughly, including transforming ARCT
into a publicly traded REIT.
oDuring the process of evaluating strategic alternatives, over 40 parties
were initially contacted regarding their interest in engaging in a
strategic transaction with ARCT. Of the parties contacted, 18
(including nine REITs) executed confidentiality agreements and were
provided access to ARCT's online data room. While six of these parties
submitted non−binding indications of interest, none of the proposals
valued ARCT at or above its initial public offering price of $10.00 per
share, and several proposals related only to the acquisition of a
portion of the ARCT portfolio.
oAfter reviewing the various alternatives, the ARCT board determined that
none would result in a transaction that would maximize stockholder
value. After careful deliberation, the board decided to list the
Company on a national exchange, providing stockholders with the option
to take full liquidity or to continue to own ARCT shares and benefit
from the Company's anticipated growth and strong dividend. Accordingly,
on March 1, 2012, ARCT internalized its management at no cost to
stockholders, listed its shares of common stock on NASDAQ and commenced
a self−tender offer for a portion of its outstanding shares of common
oIn August 2012, ARCT was approached by Realty Income to discuss a
potential transaction. The two parties proceeded with negotiations.
The resulting terms of the proposed merger represent an offer that
provides ARCT stockholders with greater value than Realty Income's
initial proposal received in February, 2012.
Consistent with its fiduciary duties, your board of directors has reviewed
and will review any and all bona fide proposals that maximize stockholder
value. The strategic alternatives review and sale process resulted in no
other credible offers. No third party has contacted ARCT or Goldman Sachs
regarding a possible strategic transaction since the announcement of the
merger agreement with Realty Income. The ARCT board of directors does not
believe it likely that another party will make or accept an offer to engage
in a transaction with ARCT that would be more favorable to ARCT and its
stockholders than the merger with Realty Income. Independent experts share
the assessment of the ARCT board of directors:
"In our view, O's deal for ARCT is an attractive one as it has the lowest
capital costs in the public markets and we don't see better offers being out
there for the enterprise."
- JP Morgan research report, "3Q a Penny Shy of Our Estimate on Lighter
Revenue; Deal Volume as Expected"
- 25 October 2012.*
THE PROPOSED MERGER WITH REALTY INCOME ELIMINATES THE RISKS INHERENT IN A
The Realty Income merger will remove significant risks to ARCT
stockholders. While ARCT believes that long-term fundamentals should remain
intact for the net lease REIT sector, the ability to take advantage of
opportunities in the sector could be challenged by our access to capital
markets, industry competition and tenant concentration if ARCT were to
remain an independent company. These challenges would include:
oAccess to Capital Markets. Like most net lease REITs, our earnings and
dividend growth depends in part on acquisition activity funded through
the capital markets. In a worsening fiscal environment, ARCT's current
sub-investment grade credit rating would put the Company at a
disadvantage in accessing the capital markets. The combined company,
however, is expected to have an investment grade credit rating ensuring
access to multiple forms of capital that ARCT has not accessed as a
public company, mitigating debt financing risk and ensuring that ARCT is
well positioned to benefit from its external acquisition growth
opportunities compared to peers with higher capital costs.
oTenant Concentration Risk. Currently, 64% of our annualized base rents
are derived from our top 15 tenants. The combined company will have a
decreased top 15 tenant concentration of 42% and hence decreased
reliance on rents from these top tenants. As a result, the loss of any
one important tenant would have less of an impact on the combined
company than on the stand-alone company.
oGreater Economies of Scale. The combined company should be able to
achieve greater economies of scale than stand-alone ARCT by taking
advantage of Realty Income's operating platform over a larger portfolio.
Furthermore, the combined company will be the largest public triple net
lease enterprise by over two times and will be well-positioned as a
premier consolidator in the net lease sector.
MAXIMIZE THE VALUE OF YOUR INVESTMENT IN ARCT – VOTE "FOR" THE PROPOSED
MERGER WITH REALTY INCOME ON THE ENCLOSED PROXY CARD TODAY
Given the comprehensive process undertaken by your board and its financial
advisor, an evaluation of the Company's stand-alone plan, and the other
factors described in the proxy statement, ARCT's board has unanimously
determined that the Realty Income merger is in the best interests of ARCT
and its stockholders, and unanimously recommends that ARCT stockholders vote
FOR the proposed merger.
YOUR VOTE IS IMPORTANT – PLEASE VOTE FOR THE REALTY INCOME TRANSACTION TODAY
Your vote is extremely important, no matter how many shares you own. The
affirmative vote of holders of a majority of ARCT's outstanding shares is
required to approve the merger and the other transactions contemplated by
the merger agreement.
Please take a moment to vote FOR the proposal to approve the merger today –
by telephone, by Internet or by signing, dating and returning the enclosed
WHITE proxy card in the postage-paid envelope provided.
If you have any questions or need assistance voting your shares, please call
the Company's proxy solicitor, D.F. King & Co., Inc., toll free at
Thank you for your support.
On Behalf of the Board of Directors,
Nicholas S. Schorsch
* Permission to use quotations was neither sought nor obtained.
About the Company
American Realty Capital Trust, Inc., a publicly traded Maryland corporation
listed on The NASDAQ Global Select Market under the trading symbol "ARCT", is
a leading self-administered real estate company that owns and acquires single
tenant free standing commercial real estate properties that are primarily net
leased on a long-term basis to investment grade rated and other creditworthy
tenants. Additional information about the Company can be found on the
Company's website at www.arctreit.com.
Additional Information and Where to Find It
In connection with the proposed merger, the Company and Realty have filed a
definitive proxy statement with the SEC on December6, 2012 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://ir.arctreit.com, and copies of the documents filed
by Realty with the SEC are available free of charge on Realty's website at
Participants in Solicitation
The Company, Realty and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the Company's
and Realty'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 May 21, 2012.
Information regarding Realty's directors and executive officers can be found
in Realty's definitive proxy statement filed with the SEC on March 30, 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 December6, 2012 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 Realty, as applicable,
using the sources indicated above.
Information set forthherein (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 Realty'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 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 to
obtain regulatory approvals for the transaction and the approval of the merger
agreement by the stockholders of both parties; 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; future regulatory or legislative actions that could
adversely affect the companies; and the business plans of the customers of the
respective parties. Additional factors that may affect future results are
contained in the Company's and Realty's filings with the SEC, which are
available at the SEC's website at www.sec.gov. The Company and Realty disclaim
any obligation to update and revise statements contained in these materials
based on new information or otherwise.
 Annualized dividend amount reflects the December declared dividend rate
per share multiplied by twelve.
 Compound annual returns calculated weekly since Realty Income's listing
date. Data range adjusted for calculation from 4-Nov-1994 through 31-Aug-2012
to account for availability of data. Assumes reinvestment of dividends
(except for NASDAQ). Past performance does not guarantee future performance
and there can be no assurance about Realty Income's future performance or its
comparative performance to the other indices in the future.
 Precedent transactions include Government Properties Trust / Record Realty
(23-Oct-2006), Trustreet Properties / General Electric Capital Corporation
(30-Oct-2006), Spirit Finance Corporation / Investor Group led by Macquarie
Bank (13-Mar-2007), Capital Automotive REIT / DRA Advisors LLC (6-Sep2005),
American Financial Realty Trust / Gramercy Capital Corp (5-Nov-2007) and
Newkirk Realty Trust / Lexington Realty Trust (23-Jul-2006)
SOURCE American Realty Capital Trust, Inc.
Contact: Brian D. Jones, CFO & Treasurer, American Realty Capital Trust, Inc.,
+1-646-937-6900; Investors: Thomas Germinario / Richard Grubaugh, D.F. King &
Co., Inc., +1-212-269-5550; Media: Averell Withers / Jamie Moser / Matthew
Sherman, Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449
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