NEW YORK and PHOENIX, Jan. 23,
2014 /PRNewswire/ -- American Realty Capital Properties,
Inc. ("ARCP") (NASDAQ: ARCP) and Cole Real Estate Investments, Inc.
("Cole") (NYSE: COLE) announced today that each company's
stockholders, at separate special meetings held earlier today, have
approved the proposals related to the merger of Cole with and into
a wholly owned subsidiary of ARCP, pursuant to the definitive
merger agreement dated as of October 22,
2013. ARCP and Cole expect to close the merger promptly,
subject to customary closing conditions. Assuming completion of the
transaction valued at $11.2 billion,
the combined company will create the world's largest net lease REIT
with an enterprise value of $21.5
billion.
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At ARCP's stockholder meeting, approximately 98.2% of ARCP's
shares voted were voted in favor of approving the issuance of ARCP
common stock to the stockholders of Cole in connection with the
merger, representing 58.8% of all ARCP shares eligible to vote.
At Cole's stockholder meeting, approximately 94.9% of Cole's
shares voted were voted in favor of the merger, representing 65.2%
of all Cole shares eligible to vote.
As previously announced, the cash/stock election deadline with
respect to the merger consideration to be received by Cole
stockholders expired at 5:00 p.m.,
New York time, on January 22, 2014. Approximately 2% of the
aggregate number of eligible Cole shares have elected to receive
cash pursuant to the terms of the merger agreement, to be paid out
at $13.82 per Cole share. Therefore,
the balance of approximately 98% of eligible Cole shares will be
converted into 1.0929 ARCP shares at the closing of the merger.
Nicholas S. Schorsch, Chairman
& CEO of ARCP, commented, "We are thrilled that stockholders
from both companies have voted overwhelmingly to approve the
proposals related to the ARCP-Cole merger." Mr. Schorsch continued,
"This transaction creates the world's largest net lease REIT
benefitting from a best-in-class property portfolio, an experienced
management team and a strong, flexible balance sheet. Because of
the two companies' shared disciplined investment philosophy and
systematic investment evaluation process that looks closely at
credit as well as real estate, we are positioned to provide durable
income to our stockholders through growth in property rents and
asset appreciation. We are also excited to welcome the Cole
management team and their employees to the ARCP family."
David S. Kay, President of ARCP,
added, "We expect this transformative transaction to further
deleverage our balance sheet with a large portfolio of unencumbered
assets and add well-structured, low cost, fixed rate financing,
allowing us to achieve a better than expected 7x debt-to-EBITDA
ratio."
Marc Nemer, Cole's Chief
Executive Officer, said, "We believe that this transaction provides
the size, scale and operating efficiencies that will create
superior growth opportunities and higher returns for our
stockholders. ARCP continues to demonstrate its ability to grow its
net lease business for the benefit of stockholders, and at the same
time position the company as the undisputed leader in the net lease
category, and one of the most successful REITs in the
industry."
As previously announced, ARCP's annualized dividend will
increase by $0.06 from $0.94 to $1.00 per
share in connection with the merger. As a result of the merger,
ARCP will solidify its sector leadership among net lease REITs with
a pro forma combined company portfolio of nearly 3,700 properties
leased to over 1,100 tenants occupying over 100 million square feet
in 49 states, the District of
Columbia and Puerto Rico.
More than 49% of annualized rents will be generated from investment
grade tenants. ARCP's portfolio will be 99% occupied with an
average remaining lease term of 10.5 years. The enterprise value
will total more than $21.5 billion,
61% greater than its next largest competitor.
About ARCP
ARCP is a self-managed publicly traded Maryland corporation listed on The NASDAQ
Global Select Market, 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 its website at www.arcpreit.com. ARCP may
disseminate important information regarding it and its operations,
including financial information, through social media platforms
such as Twitter, Facebook and LinkedIn.
About Cole
Cole is a market-leading net-lease REIT focused on the
acquisition, active management, leasing and financing of its
high-quality retail, office and industrial portfolio. Visit
www.ColeREIT.com to learn more about Cole's comprehensive
capabilities, best-in-class management platform, disciplined
investment strategy and high-quality real estate portfolio.
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 ARCP's and Cole'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 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: (1) the occurrence of any event, change
or other circumstances that could give rise to the termination of
the merger agreement; (2) the failure to obtain certain regulatory
approvals in connection with the closing of the merger; (3) risks
related to disruption of management's attention from the ongoing
business operations due to the proposed merger; (4) the effect of
the announcement of the proposed merger on ARCP's or Cole's
relationships with their respective customers, tenants, lenders,
operating results and businesses generally; (5) the outcome of any
legal proceedings relating to the merger or merger agreement; (6)
risks to consummation of the merger, including the risk that the
merger will not be consummated within the expected time period or
at all; (7) ARCP's inability to timely achieve the benefits
associated with becoming a self-managed real estate company; (8)
market volatility; (9) unexpected costs or unexpected liabilities
that may arise from the transaction; (10) the inability to retain
key personnel; (11) continuation or deterioration of current market
conditions; (12) whether or not ARCP common stock will be included
in REIT and public exchange indices; (13) uncertainty regarding the
level of demand for ARCP common stock that inclusion in such
indices would generate; (14) future regulatory or legislative
actions that could adversely affect ARCP; and (15) the business
plans of the tenants of ARCP. Additional factors that may affect
future results are contained in ARCP's and Cole's filings with the
SEC, which are available at the SEC's website at www.sec.gov. ARCP
and Cole disclaim any obligation to update and revise statements
contained in these materials based on new information or
otherwise.
SOURCE American Realty Capital Properties, Inc.