American Realty Capital Trust III and American Realty Capital Properties
Announce the Closing of $875 Million Credit Facility in Anticipation of
Completing Their Proposed Merger
Commitments from Wells Fargo, RBS Citizens, Regions Bank, Capital One and JP
NEW YORK, Feb. 15, 2013
NEW YORK, Feb. 15, 2013 /PRNewswire/ --American Realty Capital Trust III,
Inc. ("ARCT III" or the "Company") and American Realty Capital Properties,
Inc. ("ARCP") announced today that ARCT III entered into a $875 million credit
facility. Wells Fargo Bank, National Association will act as administrative
agent, RBS Citizens, N.A. and Regions Bank will act as syndication agents,and
Capital One, N.A. and JP Morgan Chase Bank, N.A. will participate as
documentation agents. The credit facility provides financing to ARCT III which
can be increased, through an additional commitment, to up to $1.0 billion. As
contemplated by the companies' merger agreement, ARCP would have access to
this credit facility along with its current financing upon the close of the
merger, giving the combined company access to up to $1.2 billion.
Nicholas S. Schorsch, Chairman and Chief Executive Officer of ARCP commented,
"Upon the anticipated close of the proposed merger, the combined company will
have improved access to low-cost financingusing this credit facility andthat
facilityalready put in place by ARCP. Thisfinancing will enable us touse
low-cost, fixed rate borrowings, helping us continue to grow our business and
toenhance our already attractive balance sheet."
The $875 million credit facility includes a $525 million term loan facility
and a $350 million revolving credit facility. Loans under the credit facility
will be priced at their applicable rate plus 160 to 220 basis points, based
upon ARCT III's or ARCP's current leverage. To the extent that ARCT III or,
upon the successful consummation ofthe proposed merger, ARCP receives an
investment grade credit rating from a major credit rating agency, borrowings
under the facility will be priced at the applicable rate plus 115 to 200 basis
points. ARCT III or ARCP will have the ability to make fixed rate borrowings
under this facility as well.
Michael Weil, President and Chief Operating Officer of ARCT III added, "As we
get closer to the potential close of our merger with ARCP, we are pleased that
a number of major banks, including Wells Fargo, RBS Citizens, Regions Bank,
Capital One and JP Morgan Chase have provided us this very substantial
financial support. Upon the merger completion, financing arranged for ARCP
will further enhance the combined company's borrowing capabilities up to $1.2
billion. This is especially important in our real estate sector where both
size and low cost capital combine to create competitive advantage."
ARCP is a publicly traded Maryland corporation listed on The NASDAQ Stock
Market that qualified as a real estate investment trust for the year ended
December 31, 2011, focused on acquiring and owning single tenant freestanding
commercial properties subject to net leases with high credit quality tenants.
Additional information about ARCP can be found on ARCP's website at
About ARCT III
ARCT III is a publicly registered, non-traded real estate investment program
that elected to qualify as a real estate investment trust for tax purposes
with the taxable year ended December 31, 2011, focused on acquiring primarily
free-standing single-tenant retail properties net leased to investment grade
and other creditworthy tenants with long-term lease durations that contain
non-cancelable lease terms of ten or more years. Additional information about
ARCT III can be found on ARCT III's website at www.arct-3.com.
Additional Information and Where to Find It
In connection with the proposed merger, ARCP and ARCT III have filed a
definitive proxy statement with the Securities and Exchange Commission ("SEC")
on January 22, 2013 and commenced mailing the definitive proxy statement and a
form of proxy to the stockholders of ARCP and ARCT III. These materials are
not a substitute for the definitive proxy statement or the Registration
Statement on Form S-4 (File No. 333- 185935) that ARCP filed with the SEC in
connection with the proposed merger with ARCT III. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS 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 ARCP, ARCT
III AND THE PROPOSED MERGER.
Investors and security holders 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 ARCP with the SEC are also available on ARCP's website at
www.americanrealtycapitalproperties.com, and copies of the documents filed by
ARCT III with the SEC are available on ARCT III's website at www.arct-3.com.
Participants in Solicitation
The Company, ARCP and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
and ARCP'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 April 24, 2012.
Information regarding ARCP's directors and executive officers can be found in
ARCP's definitive proxy statement filed with the SEC on May 4, 2012 and its
Current Report on Form 8-K filed with the SEC on October 16, 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 January 22, 2013 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 ARCP, as applicable, using
the sources indicated above.
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
ARCP's and ARCT III'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, as well as any
expectations or projections with respect to the combined company, including
regarding future dividends and market valuations, and estimates of growth,
including funds from operations and adjusted funds from operations, 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
ARCP and ARCT III to obtain the stockholder approvals required to consummate
the proposed merger; market volatility, 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; whether or not ARCP common stock will be included
in REIT and public exchange indices; uncertainty regarding the level of demand
for ARCP common stock that inclusion in such indices would generate; future
regulatory or legislative actions that could adversely affect the companies;
and the business plans of the tenants of the respective parties. Additional
factors that may affect future results are contained in ARCP's and ARCT III's
filings with the SEC, which are available at the SEC's website at www.sec.gov.
ARCP and ARCT III disclaim any obligation to update and revise statements
contained in these materials based on new information or otherwise.
SOURCE American Realty Capital Trust III, Inc.; American Realty Capital
Contact: Anthony J. DeFazio, Diccicco Battista Communications,
email@example.com, +1-484-342-3600; Brian S. Block, EVP & CFO, AR Capital,
LLC, firstname.lastname@example.org, +1-212-415-6500
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