Sandell Commends Improved ARCT-Realty Income Merger Terms

  Sandell Commends Improved ARCT-Realty Income Merger Terms

                    Will Continue to Monitor the Situation

Business Wire

NEW YORK -- January 8, 2013

In response to American Realty Capital Trust (NASDAQ: ARCT) and Realty Income
Corporation amending the terms of their merger agreement, Sandell Asset
Management’s Chief Executive Officer Thomas E. Sandell sent today the
following letter to American Realty Capital Trust’s Board of Directors:

Board of Directors
American Realty Capital Trust, Inc.
405 Park Avenue, 14th Floor
New York, NY 10022
Attn: William M. Kahane, Chief Executive Officer and President


We are encouraged by the announcement yesterday from American Realty Capital
Trust (“ARCT”) and Realty Income Corporation of the amended terms of the
merger agreement. Aside from the incremental merger consideration in the form
of cash, we appreciate Realty Income’s intention to increase the dividend to
its stockholders to an annualized rate of $2.17 per share as this narrows the
significant gap that exists between the dividend ARCT stockholders currently
receive on a standalone basis relative to the expected dividend based on the
proposed pro forma ownership in Realty Income. We will continue to monitor the
situation and evaluate our options.


Thomas E. Sandell
Chief Executive Officer


Sandell Asset Management Corp.
Mr. Tom Sandell, +1-212-603-5700
Chief Executive Officer
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