ISS Recommends ARCT Stockholders Vote FOR Merger with Realty Income; Revises Previous Recommendation

 ISS Recommends ARCT Stockholders Vote FOR Merger with Realty Income; Revises
                           Previous Recommendation

PR Newswire

NEW YORK, Jan. 9, 2013

NEW YORK, Jan. 9, 2013 /PRNewswire/ --American Realty Capital Trust, Inc.,
(NASDAQ: ARCT) ("ARCT" or the "Company") today announced that Institutional
Shareholder Services ("ISS"), a leading independent proxy voting and corporate
governance advisory firm, has reversed its prior recommendation in light of
the amended merger agreement (the "Amendment") between ARCT and Realty Income
Corporation (NYSE: O) ("Realty Income") that was disclosed on January 7, 2013.
ISS is now recommending that ARCT stockholders vote FOR the proposed merger
between the companies.

(Logo: )

In its revised recommendation issued on January 8, 2013, ISS stated:

"Given the revised terms now present a much more compelling offer, ISS
believes the revised terms warrant support, and recommends shareholders vote
FOR the merger proposal as revised."*

"As the significant increase in expected dividends per O share, which
fundamental analysis suggests should bolster O share prices, will likely have
the effect of strengthening the merger's primary currency, moreover, ARCT
shareholders can reasonably expect that the full market value of the
consideration they receive will continue to improve as the market recognizes
this increase in the value provided by O shares."*

ARCT statement:

"We are pleased that ISS recognizes the enhanced value of our proposed merger
with Realty Income. The ARCT board is confident that the 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. We urge ARCT stockholders to vote 'FOR' the merger on
or before January 16^th, and look forward to closing the transaction shortly

Summary of Terms of Merger, Proxy and Special Meeting: On January 7, 2013,
Realty Income and ARCT announced that they have signed an amendment to the
previously announced definitive merger agreement (the "Merger Agreement")
between the two companies. Under the terms of 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

On January 7, 2013, 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 $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

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 Stockholders are encouraged to read the definitive proxy
statement 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.

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.

* 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

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.

SOURCE American Realty Capital Trust, Inc.

Contact: Brian D. Jones, CFO & Treasurer of American Realty Capital Trust,
Inc., +1-646?937?6900; or Investors: Thomas Germinario or Richard Grubaugh of
D.F. King & Co., Inc., +1-212-269?5550; or Media: Averell Withers, Jamie Moser
or Matthew Sherman of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449
Press spacebar to pause and continue. Press esc to stop.