Realty Income and American Realty Capital Trust Announce Amended Merger
Realty Income Provides ARCT Stockholders with One-Time Cash Payment of $0.35
per Share in Addition to the Existing Fixed Exchange Ratio of 0.2874 Realty
Income Shares for Each Share of ARCT Common Stock Owned
Realty Income Intends to Increase Annualized Dividend
Realty Income Provides 2012 Acquisition Update
Amended Agreement Represents Realty Income’s Best and Final Offer
ESCONDIDO, Calif. & NEW YORK -- January 7, 2013
Realty Income Corporation, the Monthly Dividend Company®, (NYSE: O) (“Realty
Income”) and American Realty Capital Trust, Inc. (NASDAQ: ARCT) ("ARCT") today
announced that they have signed an amendment (the “Amendment”) to the
previously announced definitive merger agreement (the “Merger Agreement”)
between the two companies. Under the terms of the Merger Agreement, as amended
by the Amendment, Realty Income will now pay ARCT stockholders a one-time cash
payment of $0.35 per share in addition to the existing fixed exchange ratio of
0.2874 Realty Income shares for each share of ARCT common stock that they own.
The additional cash consideration of $0.35 per share totals approximately
$55.5 million in additional proceeds for the ARCT stockholders, of which
approximately $52.5 million is being funded by Realty Income and $3.0 million
by AR Capital LLC, including William M. Kahane, Chief Executive Officer,
President and Director of ARCT, and Nicholas S. Schorsch, Chairman of the
board of directors of ARCT.
Realty Income also announced that upon the closing of the transaction, its
board of directors intends to increase the annualized dividend to Realty
Income stockholders by approximately $0.35 per share, to an annualized rate of
$2.17 per share beginning with the February 2013 distribution. This represents
a $0.22 increase to the original dividend increase of $0.13 per share that
Realty Income estimated when the transaction was initially announced. In
addition, based on Realty Income’s strong revenue and Adjusted Funds from
Operations outlook for 2013, Realty Income announced that its board of
directors intends to raise the annualized dividend by $0.10 per share in
February 2013 even if the ARCT transaction does not close. The $0.35 per share
estimated annualized dividend increase, expected after the close of the merger
with ARCT, includes this $0.10 per share increase.
Tom A. Lewis, Chief Executive Officer of Realty Income, commented, “We
strongly believe in the merits of this transaction, which will advance our
strategic objectives of increasing our revenue generated by investment grade
tenants and further diversifying our portfolio. The amended agreement
announced today represents our best and final offer. By upsizing the increase
of the annualized dividend to be paid, assuming the closing of the ARCT
acquisition, we believe we have materially addressed the difference in
dividend rates and that the interests of ARCT stockholders, as well as Realty
Income’s existing stockholders, will be well served.”
Nicholas S. Schorsch, Chairman of ARCT, said, “We are extremely pleased to
have reached this amended agreement with Realty Income. The ARCT board is
confident that this increased offer from Realty Income not only achieves the
highest attainable value for our stockholders, but also allows them to
participate in the potential upside of the combined company. The $0.35 per
share cash payment will provide ARCT stockholders with an immediate increase
in transaction value of approximately $55.5 million, and the Realty Income
dividend increase will enhance the income stream for ARCT stockholders as the
combined company continues to grow.”
Realty Income and ARCT have confirmed that if ARCT stockholders do not approve
the merger on its revised terms, then the Merger Agreement will be terminated,
and if Realty Income obtains its stockholder approval, Realty Income will
receive $4.0 million in expense reimbursement from ARCT. As disclosed in
ARCT’s January 2, 2013 press release, the ARCT management team will continue
to operate and grow ARCT consistent with its established operating, investment
and capitalization strategies, should the Merger Agreement be terminated.
All other terms and conditions remain the same as those set out in the Merger
Agreement as described in detail in the definitive proxy mailed to Realty
Income and ARCT stockholders on December 6, 2012 and available on www.sec.gov.
The transaction is expected to close in January 2013, following a vote by the
stockholders of both companies on January 16, 2013.
The Special Meeting of Realty Income stockholders to consider and vote on the
proposal to approve the issuance of shares of Realty Income common stock in
connection with the acquisition, is scheduled for January 16, 2013. Realty
Income stockholders of record, as of December 6, 2012, will be entitled to
vote on the proposal.
The Special Meeting of ARCT stockholders to consider and vote upon a proposal
to approve the merger with Realty Income and the other transactions
contemplated by the Merger Agreement providing for the acquisition of ARCT by
Realty Income is scheduled for January 16, 2013. ARCT stockholders of record
as of December 6, 2012 will be entitled to vote at the Special Meeting.
Realty Income and ARCT expect to file additional supplemental materials
regarding the Amendment with the Securities and Exchange Commission soon and
stockholders are urged to review these materials when available.
Realty Income 2012 Acquisitions and Dividend Update
Realty Income further announced that based on fourth quarter 2012 acquisitions
activity, Realty Income’s total 2012 acquisitions have exceeded previous
guidance. During the fourth quarter of 2012, Realty Income invested $449
million in real estate, acquiring 189 new properties. For the year ended
December 31, 2012, Realty Income invested $1.16 billion in real estate,
acquiring 423 new properties. This acquisition volume represents the highest
annual level of acquisitions in Realty Income’s operating history. Based on
this record acquisition year, Realty Income anticipates material increases in
both funds from operations and adjusted funds from operations during 2013,
whether or not the acquisition of ARCT is consummated. As noted above, given
Realty Income’s strong outlook for 2013, it is also anticipated that the board
of directors of Realty Income will raise the dividend by an annualized amount
of $0.10 per share in February even if the ARCT transaction does not close.
BofA Merrill Lynch and Wells Fargo Securities are exclusive financial advisors
to Realty Income on the transaction and Latham & Watkins LLP is legal counsel.
Goldman, Sachs & Co. is the exclusive financial advisor to ARCT and Proskauer
Rose LLP is legal counsel.
About Realty Income
Realty Income is The Monthly Dividend Company®, a New York Stock Exchange real
estate company dedicated to providing stockholders with dependable monthly
income. To date, Realty Income has paid 509 consecutive monthly dividend
payments throughout its 43-year operating history and has raised the dividend
69 times since listing on the New York Stock Exchange in 1994. The monthly
income is supported by the cash flow from over 3,000 properties owned under
long-term lease agreements with 150 leading regional and national retail
chains and other commercial enterprises. The company is an active buyer of
commercial properties nationwide. Additional information about the company can
be obtained from the corporate website at www.realtyincome.com.
About American Realty Capital Trust
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.
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
Realty Income’s and ARCT’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 Realty Income’s and ARCT’s filings with the SEC, which are
available at the SEC’s website at www.sec.gov. Realty Income and ARCT disclaim
any obligation to update and revise statements contained in these materials
based on new information or otherwise.
Additional Information and Where to Find It
These materials are not a substitute for the Registration Statement on Form
S-4 (File No. 333-184201) that Realty Income filed with the SEC in connection
with the proposed transaction with ARCT, or the definitive joint proxy
statement/prospectus sent to security holders of Realty Income and ARCT on or
about December 6, 2012 seeking their approval of the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF REALTY INCOME AND ARCT ARE URGED TO
CAREFULLY READ THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING DETAILED RISK FACTORS. Investors and
security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by Realty Income and ARCT with
the SEC at the SEC’s web site at www.sec.gov. This document does not
constitute an offer to sell, or a solicitation of an offer to buy, any shares
of Realty Income or ARCT common stock.
Realty Income Contact:
Tere H. Miller
Vice President, Corporate Communications
(760) 741-2111, Ext. 1177
Brian D. Jones
CFO & Treasurer
Additional ARCT Contacts:
D.F. King & Co., Inc.
Thomas Germinario / Richard Grubaugh
Joele Frank, Wilkinson Brimmer Katcher
Averell Withers / Jamie Moser / Matthew Sherman
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