American Realty Capital Trust Reaffirms Merger Recommendation with Realty Income and Comments on ISS Recommendation

  American Realty Capital Trust Reaffirms Merger Recommendation with Realty
                  Income and Comments on ISS Recommendation

Egan-Jones Recommends ARCT Stockholders Vote FOR Merger with Realty Income

PR Newswire

NEW YORK, Jan. 2, 2013

NEW YORK, Jan. 2, 2013 /PRNewswire/ --American Realty Capital Trust, Inc.,
(NASDAQ: ARCT) ("ARCT" or the "Company") today issued the following statement
in response to Institutional Shareholder Services' ("ISS") recent report
regarding the proposed merger of ARCT and Realty Income Corporation (NYSE: O)
(Realty Income):

(Logo: )

  We continue to support the unanimous recommendations of both our board of
  directors and that of Realty Income in favor of a merger between our two
  companies for the reasons we have set forth in prior filings and press
  releases, and which are reiterated below.

  We strongly disagree with ISS' analysis, and believe that ISS reached the
  wrong conclusion in failing to recommend that ARCT stockholders vote for the
  proposed merger between ARCT and Realty Income.

  Importantly, ISS's valuation analysis fails to take into consideration the
  technical nature of the net lease REIT sector and certain key REIT industry
  metrics. Specifically, ISS has overlooked the following key facts: ARCT's
  real estate assets are being acquired at a record price as measured by
  capitalization rate; (ii) the acquirer, Realty Income, is consistently one
  of the best performing REITs in the industry; (iii) Realty Income's
  exceptionally strong balance sheet and credit ratings offer enormous cost of
  capital competitive advantages, particularly among its net lease peers.

  Based on the true drivers of value in the REIT market, the proposed merger
  with Realty Income represents not only a considerable value creation
  opportunity for ARCT stockholders, but also favorably positions the Company
  as part of Realty Income – both offensively for dynamic growth in FFO and
  dividends, and also defensively for when rates rise and size and diversity
  matter most:

     oOn September 5, 2012, the offer value implied a weighted average
       capitalization rate for ARCT's assets of 5.9% based on current cash
       rents. This is significantly below the weighted average capitalization
       rate of 8.2% paid by ARCT for its assets as well as the weighted
       average capitalization rates of similar transactions, which range from
       7.1% - 8.25%.
     oThe 15.7x forward EBITDA multiple represents the second highest amongst
       similar REIT transactions.
     oFurthermore, the majority of the ARCT portfolio by value was assembled
       in 2010 to 2011, underscoring the value achieved within a short time

  In addition, based on the implied offer value of $12.21 per share of ARCT
  common stock, Realty Income is offering a premium of:

     o23.5% to ARCT's volume-weighted average price on its first day of
       trading of $9.89.
     o12.3% to the average closing price per share of $10.87 since its NASDAQ
       listing on March 1, 2012, through the announcement of the merger.
     o6.8% to ARCT's 30-calendar-day average share price of $11.43 prior to
       the announcement of the merger.

  We reiterate our board of directors' unanimous recommendation that
  stockholders vote "FOR" the proposed merger at the January 16, 2013, Special
  Meeting of ARCT stockholders. In making its recommendation, ARCT's board
  considered the premium valuation as well as the following factors that ISS
  fails to highlight in its analysis:

     oIdeal Buyer: Realty Income represents the ideal strategic buyer for
       ARCT given its business focus, size and scale, investment grade balance
       sheet, low cost of capital and share liquidity. Realty Income's
       experienced management team has a successful track record of driving
       dividend growth and producing enhanced stockholder returns. Since
       1970, Realty Income has paid 509 consecutive monthly dividends and has
       increased its monthly dividend 69 times since listing on the NYSE in
       1994. Importantly, ARCT stockholders will become owners of the best
       performing net lease REIT. This strongly defensive stock was the 16^th
       best performing among the universe of 125 listed REITs from 2008 to
       2012, and the 22^nd best performing stock in the REIT industry from
       2003 to 2012[1].
     oHigher Risk-Adjusted Returns: We believe ARCT stockholders will benefit
       from superior risk-adjusted returns due to the enhanced stability and
       diversity of the combined property portfolio. The combined company
       will be significantly larger and financially stronger than ARCT as a
       stand-alone company or than its competitors, and will have one of the
       lowest costs of capital in a sector where low cost capital creates
       substantial competitive advantage. In addition, the combined company's
       greater scale and balance sheet strength will facilitate the execution
       of large transactions through improved access to capital, further
       enhancing the Company's ability to realize value in the relatively
       fragmented net lease real estate market.
     oLower Cost of Capital: Access to Realty Income's long-term, fixed-rate
       debt will enable ARCT stockholders to enjoy reduced exposure to secured
       and floating rate debt as a percentage of assets and increased weighted
       average debt maturity. On a standalone basis, ARCT's goal to reduce
       the use of floating rate and secured debt and increase debt duration in
       order to improve its Ba2/BB credit ratings is subject to significant
       timing and execution risks. Pro forma for the transaction, the combined
       company will be rated Baa1/BBB/BBB+ and will enjoy a much longer
       weighted average debt maturity than ARCT standalone (7.8 years vs. 4.1
       years), further solidifying the viability and durability of
       distributable cash flows and dividends.
     oAligned Interests: ARCT's management's interests are firmly aligned
       with all ARCT stockholders. Pro forma for the transaction, ARCT
       management will own approximately $45 million of equity in Realty
       Income, including over $25 million of existing equity in ARCT.
     oComprehensive Strategic Process: Before concluding that the merger with
       Realty Income was in the best interests of ARCT stockholders, ARCT's
       board undertook a comprehensive strategic process in which it evaluated
       a number of alternatives. Since announcement of the transaction, no
       third party has approached ARCT or its advisors with an alternative
       transaction or with a request for information despite the low break fee
       of approximately 1.7% of the transaction value.

  Should our shareholders fail to ratify this merger, however, the ARCT
  management team will continue to operate and grow the Company consistent
  with our established operating, investment and capitalization strategies.

Egan-Jones Recommends the Merger: The Company noted that Egan-Jones, an
independent proxy advisory firm, has reviewed the proposed transaction and
advised ARCT stockholders to vote FOR the Realty Income transaction. In its
December 17, 2012 report, Egan-Jones stated[2]:

  "Based on our review of publicly available information on strategic,
  corporate governance and financial aspects of the proposed transaction,
  Egan-Jones views the proposed transaction to be a desirable approach in
  maximizing shareholder value and recommends that clients holding shares of

Summary of Terms of Merger, Proxy and Special Meeting: As previously announced
on September 6, 2012, ARCT entered into a definitive agreement with Realty
Income, under which Realty Income will acquire all of the outstanding shares
of ARCT in an all-stock merger though which ARCT stockholders will receive a
fixed exchange ratio of 0.2874 Realty Income shares for each share of American
Realty Capital Trust common stock that they own.

Stockholders are encouraged to read the definitive proxy statement filed by
ARCT on December 6, 2012, in its entirety, as it provides, among other things,
a detailed discussion of the process that led to the proposed merger and the
reasons behind the board of directors' recommendation that stockholders vote
"FOR" the proposed merger with Realty Income. Stockholders may obtain free
copies of this and other documents filed with the SEC free at the SEC's

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 ET, 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.

Whether or not stockholders are able to attend the Special Meeting in person,
the board urges all stockholders to vote "FOR" the proposed merger with Realty
Income by signing and dating and returning the WHITE proxy card today.
Internet and telephone voting options are also available and easy to follow
instructions may be found in the proxy. Even if stockholders have already
voted against the transaction, they can still change their vote. Signing a
proxy card today cancels any card previously signed and returned. Only the
latest dated proxy, Internet or telephone vote counts. Stockholders who have
any questions or need assistance voting their shares should call the Company's
proxy solicitor, D.F. King & Co., Inc., toll free at 1‐800‐714‐3305.

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

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 December 6, 2012 and commenced
mailing the definitive proxy statement and a form of proxy to the stockholders
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 Copies of the documents
filed by the Company with the SEC are also available free of charge on the
Company's website at, 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 December 6, 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.

Forward-Looking Statements
Information set forth herein (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 of
the company and Realty to obtain the stockholder approvals required to
consummate the proposed merger; 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 The Company and Realty disclaim
any obligation to update and revise statements contained in these materials
based on new information or otherwise.

[1] 125 listed REITs encompass all REITs in the NAREIT index with equity
market cap greater than $250 million. Companies are excluded where total
return data is not available for a given time period. Rankings include 106
and 87 companies for the time periods 2008-2012 and 2003-2012, respectively.

[2] Permission to use quotation was neither sought nor obtained.

SOURCE American Realty Capital Trust, Inc.

Contact: Brian D. Jones, CFO & Treasurer, American Realty Capital Trust, Inc.,
+1-646?937?6900; or Investors, Thomas Germinario or Richard Grubaugh, D.F.
King & Co., Inc., +1-212-269?5550; or Media, Averell Withers, or Jamie Moser,
or Matthew Sherman, all of Joele Frank, Wilkinson Brimmer Katcher,
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