EX-99.1 6 v330388_ex99-1.htm EXHIBIT 99.1

1 Transformative Combination: ARCP and ARCT III 1 ARCT III ARCP ARCT III ARCP ARCT III ARCP Durable Income, Principal Protection, Outsized Growth Potential

 
 

Additional Information about the Proposed Merger and Where to Find It This communicationdoes not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger describ ed herein, American Realty Capital Trust III, Inc. ( “ARCT III”) and American Realty Capital Properties, Inc. ( “ARCP”) expect to prepare and file with the Securities and Exchange Co mmission (“SEC”) a joint proxy statement and ARCP expects to prepare and file with the SEC a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with resp ect to ARCP’s proposed acquisition of ARCT III. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDIN G ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY ARCP OR ARCT III WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant document s filed by ARCT III and ARCP, as applicable, with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by ARCT III with the SEC are also available free of charge on ARCT III ’s website at http://www.arct-3.com, and copies of the documents filed by ARCP with the SEC are available free of charge on ARCP’s website at http://www.americanrealtycapitalproperties.com. ARCT III, ARCP, AR Capital, LLC and their respective directors a nd executive officers may be deemed to be participants in the solicitation of proxies from ARCT III’s and ARCP’s stockholders in respect of the proposed merger. Information re garding ARCT III’s directors and executive officers can be found in ARCT III’s definitive proxy statement filed with the SEC on April 25, 2012, as modified by ARCT III’s current report on Form 8-k filed with the SEC on July 13, 2012. Information regarding ARC P’s directors and executive officers can be found in ARCP ’s definitive proxy statement filed with the SEC on May 4, 2012, as modified by ARCP’s current report on Form 8-k filed with the SEC on October 17, 2012. Additional information regarding the interests of such potential participants will be included in the joint proxy state ment/prospectus and other relevant documents filed with the SEC in connection with the proposed merger if and when they become avai lable. These documents are available free of charge on the SEC’s website and from ARCT III or ARCP, as applicable, using the sources indicated above. 2 2

 
 

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 19 34, 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 rega rding future dividends, as well as any expectations or projections with respect to the combined company , including regarding future dividends and market valuations, and market valuations, and other statements that are not historical facts. The following additional factors, among others, could cause actu al results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals f or the transaction and the approval by ARCP’s stockholders of the issuance of ARCP common stock in connection with the merger and the approval by ARCT III’s stockholders of the merger; market volatility, unexpected cost s or unexpected liabilities that may arise from the transaction, whether or not consummated; the inab ility 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 dema nd for ARCP common stock that inclusion in such indices would generate; future regulatory or legislative ac tions 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. 3 3

 
 

Transformative Combination * As of 12/14/2012 market close 4 4

 
 

• Synergistic Union: Combining two high quality net lease portfolios with unique complimentary strategies • Income Plus Growth: Providing durable income and principal protection with outsized growth potential • Same Experienced Management Team: Guided by the same experienced management team and seasoned board of directors that assembled both portfolios • Superior Fee Structure: Among the most competitive in the industry 5 5 This Transformative Merger Combines American Realty Capital Properties with American Realty Capital Trust III

 
 

Transaction Overview • Stock Election: Currently $12.26/ARCT III share (1) , no limitation on stock consideration • Each share of ARCT III will be converted into common shares of ARCP at a fixed exchange ratio of 0.95x • Tax-free exchange for stock received • No lock-up for shareholders –Management locked up for one year • Cash Election: $12.00/share, maximum 30% of total outstanding ARCT III shares at closing (approx. $640 million) • Ownership: ARCT III shareholders will own a substantial majority of the combined company’s stock Timing Transaction Consideration Financial Impact and Valuation • Dividend Maintained: Maintain ARCP’s dividend; for ARCT III shareholders dividend will increase $0.20 (2) per share • Liquidity Improved: Materially increases ARCP’s liquidity and float • Operating Costs Reduced: Reduced G&A costs by eliminating acquisition and financing fees and reducing management fees • Balance Sheet More Flexible: Preserves balance sheet flexibility and moderate leverage profile • Shareholder Vote: Contingent upon majority approval of both companies’shareholders • Closing: Transaction expected to close Q2 2013 Stock and Cash Valued at $2.2 Billion Implied Price for ARCT III of $12.26 (1) /share Board Composition • Each company will nominate two of four independent directors to the Board of combined company 6 (1) Assumes stock consideration of ARCP at a price of $12.90/share (as of market close 12/14/2012) x 0.95x exchange ratio. Actual consideration based on ARCP’s share price at closing of the transaction. (2) ARCT III’s annualized dividend per share increases from $0.66 to ARCP’s annualized dividend per share of $0.86 (after a 0.95x exchangeratio). 6

 
 

7 70% 30% Combined Company’s Business Strategy Unique Synergies: Strong Credit Quality Plus Growth + = Combined Company x Net lease, single tenant x Corporate investment grade tenant focus x “Main & Main”and operationally essential locations x High portfolio occupancy x High credit tenant quality: 75% investment grade (1) x Net lease, single tenant x Corporate investment grade tenant focus x “Main & Main”and operationally essential locations x High portfolio occupancy x High credit tenant quality: 86% investment grade (1) ▪ Create real estate portfolio from unique combination of high credit quality stable income plus significant growth potential ▪ Target acquisition mix of 70/30 long duration / mid duration ▪ Maintain blended lease duration of 10-12 years ▪ Extract growth potential from below market leases Acquisition Mix: ▪ At or below replacement cost ▪ Long-term leases: average 12.7 yrs ▪ Vintage rents ▪ Below replacement cost ▪ Mid-term leases: average 6.9 yrs Acquisition Mix: (1) Includes investment grade tenants affiliated with investment grade entities as determined by a major rating agency. For purposes of this presentation we have attributed the ratingsof the affiliated parent company. ▪ Stable income ▪ Moderate growth ▪ High current income ▪ Greater lease rollover ▪ Substantial growth opportunities

 
 

Properties 148 658 806 States 27 44 44 Number of Tenants 17 37 44 Investment Grade (1) (by NOI) 86% 75% 77% Occupancy 100% 100% 100% Industries 11 17 20 Annualized Rental Revenue $25.6 million $154.2 million $179.8 million Enterprise Value $308.9 million $2.7 billion $3.0 billion Total Square Feet 2.4 million 16.5 million 18.9 million Average Remaining Lease Term 6.9 years 12.7 years 12.4 years Average Acquisition Cap Rate 8.72% 7.86% 7.99% 8 Combined Company’s Portfolio (Pro Forma March 31, 2013) Combined Company (1) Includes investment grade tenants affiliated with investment grade entities as determined by a major rating agency. For purposes of this presentation, we have attributed the ratings ofthe affiliated parent company.

 
 

9 Earnings Guidance for Combined Company

 
 

10 Pro Forma Earnings Guidance for Combined Company ($ amounts in millions, except share data) 2013 Estimated Run Rate (2) 2014 Estimated Run Rate (2) Low High Low High FFO/share (fully diluted) (1) $0.93 $0.97 $1.05 $1.09 Growth Rate 12.9% 12.4% AFFO/share (fully diluted) (1) $0.91 $0.95 $1.06 $1.10 Growth Rate 16.5% 15.8% (Guidance metrics shown at mid point of range) Assumed AFFO Multiple 15.0x 15.0x Implied Share Price $13.95 $16.20 Equity Market Capitalization $1,876 $2,793 Net Debt $1,320 $1,793 Enterprise Value $3,196 $4,586 Net Debt to EBITDA 7.9x 7.3x Net Debt to Enterprise Value 41.3% 39.1% (1) See page 12 for an FFO & AFFO reconciliation. (2) Actual results highly dependent upon timing of merger close. (3) Mid point of guidance range. AFFO per share grows by 16.1% from $0.93 (2013E) to $1.08 (2014E) (3)

 
 

11 Pro Forma Earnings Guidance for Combined Company 2013 Key Assumptions: • Acquisitions:$400 million of assets (long duration) • Equity Issuance:None (1) • Merger Date: March 31, 2013 • Merger consideration: x 30% cash @ $12.00/share x 70% stock @ $12.26/share (2) • Financing:$1.2 billion unsecured financing • $1.0 billion (3) term/revolver @ 2.45% fixed rate interest • $200 million (4) 18-month term/revolver @ 2.45% fixed rate interest • Outstanding Shares: 134.5 million pro forma 2013 (fully diluted) • Assumed AFFO Multiple: 15.0x 2014 Key Assumptions: • Acquisitions: $1 billion of assets (70% long duration, 30% mid duration) • Capitalization:50% equity issuance, 50% debt • Outstanding Shares: 172.4 million pro forma 2014 (fully diluted) (1) Aside from opportunistic use of ARCP’s currently in place “at-the-market”offering program. (2) Based on a price of $12.90/share for ARCP (as of market close on12/14/2012) x 0.95x exchange ratio. (3) $650mm committed, $350 mm available via accordion feature (subject to certain conditions). (4) Fully committed, $125mm can be converted into Wells Facility.

 
 

12 Non-GAAP –FFO/AFFO Reconciliation (1) Per share amounts 2013E Run Rate 2014E Run Rate Low High Low High Net Income (loss) attributable to stockholders (in accordance with GAAP) $0.13 $0.13 $0.12 $0.12 Depreciation and amortization $0.80 $0.84 $0.93 $0.97 FFO $0.93 $0.97 $1.05 $1.09 Acquisition and transaction related costs $0.05 $0.05 Amortization of deferred financing costs $0.01 $0.01 $0.01 $0.01 Straight-line rent ($0.06) ($0.06) ($0.07) ($0.07) Non-cash equity compensation expense $0.03 $0.03 $0.02 $0.02 AFFO $0.91 $0.95 $1.06 $1.10 (1) See page 36 for further AFFO/FFO detail.

 
 

13 Among our most relative peer set, the combined company has outsized growth potential and significant potential value uplift Outsized Earnings Growth vs. Peers Outsized Growth Implies Significant Uplift in Value AFFO/Share 2013 E AFFO/Share 2014E Growth Price as of 12/14/2012 AFFO/Share 2013 E Implied Forward AFFO Multiple Implied Price Per Share O $2.35 $2.43 3.40% $40.36 $2.35 17.2 x NNN $1.90 $2.00 5.26% $30.62 $1.90 16.1 x WPC $3.83 $3.96 3.39% $48.52 $3.83 12.7 x Comps Average 4.02% 15.6x (3) Combined Company (1) $0.93 (2) $1.08 (2) 16.13% $0.93 (2) 15.0x $13.95 If ARCP trades at 15.0x, it implies a price per share of $13.95 AFFO per share grows by 16.1% from $0.93 (2013E) to $1.08 (2014E) Source: Company estimates, FactSet (1) Assuming 70% stock consideration/30% cash consideration. Guidance metrics assumes mid point of the range. (2) See page 12 for an FFO/AFFO reconciliation. (3) Weighted by market cap for peer group.

 
 

14 Transaction Benefits

 
 

15 Transaction Benefits for the Combined Company Unique Strategy: No other net lease company acquires both long-and mid-duration leases Stability Plus Growth: Best in class, well-diversified net lease portfolio with high credit quality tenants, long weighted average lease terms and growth potential Significantly Enhanced Size and Scale: 5 th largest listed net lease REIT (pro forma) x Immediate access to public capital markets to support growth x Eligibility for index inclusion (approximately $380 million by June 2013) x Ability to lower cost of capital and obtain investment grade rating x Larger REITs tend to deliver stronger performance, trade at better multiples Growth: Significant capacity to grow earnings through acquisitions, internal rent growth, and re-leasing Lower Operating Cost: More efficient cost structure through eliminated acquisition and financing fees, reduced management fees and economies of scale Team: Experienced, expert management team that assembled and managed both real estate portfolios 1 2 3 4 5 6

 
 

Benefits to ARCP Shareholders Increased Size and Scale »$3.0 billion (1) enterprise value results in economies of scale and improved capital markets access for growth Portfolio Enhancements »Significantly increases geographic and industry diversity »Reduces tenant concentration meaningfully Increased Volume and Index Inclusions »Larger company assures inclusion into MSCI and Russell 2000 indices Greater Borrowing Capacity »Combined company will have access to $1.2 billion of debt Lower Cost of Capital »Potential for future investment grade rating should result in a lower cost of borrowing »Increased scale has the potential to lower the cost of equity and debt Other Advantages »Operating synergies »Low operating costs by virtue of external management »Unique growth pattern afforded by mid-duration and long-duration net leases 16 Transaction Benefits for Combined Company Standalone Combined % Increase # of Properties 148 806 445% Total SqFt (mm) 2.4 18.9 688% # of Tenants 17 44 159% # of States 27 44 63% (1) Pro forma 2013 run-rate for combined company.

 
 

17 Transaction Benefits for Combined Company Benefits to ARCT III Shareholders Dividend Increase »$0.20/share or 30% increase annualized ($0.66/share to $0.86/share (1) ) Full Liquidity »No lockup for ARCT III shareholders –management locked up for one year Earnings Accretion »FFO & AFFO per share of $0.93-$0.97 and $0.91-$0.95 respectively, for the combined company (2) Attractive Total Return »Full return of invested capital plus 33% (3) (including dividends paid) »Tax free exchange of shares Optimal Timing »Capital markets support REIT M&A transactions »Markets ascribe valuation premia to scale, dividends and growth »Current environment of low implied cap rates and high trading multiples »Recent transactions are transforming the net lease sector Financial Considerations »Reduced G&A costs »Tax free exchange (maximum 70%/30% stock-cash complies with safe harbor rules) Greater Borrowing Capacity »Combined company will have access to approximately $1.2 billion of debt Valuation »Listed net lease REITs trade at strong premiums to NAV (i.e., average net lease REIT premium of 14.7% (4) ) »Opportunity to achieve premium valuation in current market »Highest anticipated growth rate in the publicly traded net leaseindustry (1) ARCT III’s annualized dividend per share increases from $0.66 to ARCP’s annualized dividend per share of $0.86 ($0.90 per share x 0.95x exchange ratio). (2) See page 12 for an FFO/AFFO reconciliation. (3) Assumes $12.26 per share value of stock consideration at closing, including a 6.6% annual dividend paid to stockholders since inception, at $10.00/share. (4) Based on O, NNN, LXP, EPR, ARCP and ARCT weighted by enterprise value. Source: SNL and FactSet as of 12/6/2012.

 
 

18 Comparing the Combined Company to Similar Listed Companies Better Portfolio | Stronger Company Combined Company (1) O NNN LXP EPR ARCT Properties 806 2,838 1,530 225 172 501 Sq. Ft. (000s) 18,900 34,328 18,331 28,490 14,440 15,700 Occupancy 100% 97% 98% 97% 98% 100% % Investment Grade 77% 19% 6% 49% 0% 75% % GLA Expiring Next 5 Yrs 5.2% 17.7% <11.0% 35.4% N/A <1.0% Wtd. Ave. Lease Duration (years) (2) 13.0 11.0 12.0 6.4 11.1 12.8 Equity Market Cap. (mm) $1,735 $5,386 $3,419 $1,761 $2,138 $1,860 Enterprise Value (mm) $3,055 $8,513 $4,963 $3,768 $3,739 $2,879 Price / FFO 13.6x 18.7x 16.9x 9.4x 11.8x 14.6x Price / AFFO 13.9x 17.2x 16.1x 11.8x 12.1x 13.6x Dividend Yield 6.98% 4.50% 5.16% 6.22% 6.60% 6.10% Net Debt / EBITDA 7.9x 5.7x 4.5x 6.1x 4.5x 5.7x Net Debt / Enterprise Value 43.2% 30.8% 27.4% 48.3% 35.4% 35.6% Current Price (3) $12.90 $40.36 $30.62 $9.65 $45.43 $11.73 (1) Pro forma as of Q’1 2013. (2) Pro forma data through 2013. (3) As of market close on 12/14/2012.

 
 

$1.2 Billion of Financing –Wall Street Backing American Realty Capital Trust III Wells Fargo Term/Revolver Facility $1,000,000,000 (1) (1) $650mm committed, $350 mm available via accordion feature (subject to certain conditions). (2) Fully committed, $125mm can be converted into Wells Facility. Additional Financing Bank of America Merrill Lynch $200,000,000 (2) Total $1,200,000,000 19 19

 
 

20 Combined Company

 
 

Combined Company Portfolio (Pro Forma March 31, 2013) 21 No. of Properties 806 Total Square Feet 18.9 million Occupancy 100% Avg. Remaining Lease Term 12.4 years % Investment Grade (1) 77% No. of Tenants 44 No. of Industries 20 States 44 Enterprise Value $3.0 billion Average Acquisition Cap Rate 7.99% 2013 Annualized Rents $179.8 million (1) Includes investment grade tenants affiliated with investment grade entities as determined by a major rating agency. For purposes of this presentation, we have attributed the ratings of the affiliated parent company.

 
 

22 Combined Company –Investment Grade Rated (1) Tenant Focus Top 10 Tenants % Annual Rent Credit Rating 12.3% S&P: BBB- 11.9% S&P: A 10.1% S&P: BBB 7.4% S&P: BBB+ 7.2% S&P: BBB 4.6% S&P: BBB+ 3.2% S&P: BBB- 3.2% S&P: BBB 3.1% S&P: AA+ 2.8% NR 56% Top 10 Tenants Rated 96% Investment Grade 96% Total Portfolio Rated 88% Investment Grade 77% Top 10 Tenants = 96% Investment Grade * Pro forma data through December 31, 2012. (1) Includes investment grade tenants affiliated with investmentgrade entities as determined by a major rating agency. For purposes of this presentation we have attributed the ratings of the affiliated parent company.

 
 

23 Combined Company –Diversified Portfolio Dollar General 12.3% 12.3% Citizens 11.9% 24.3% FedEx 10.1% 34.3% Aon Corporation 7.4% 41.7% Walgreens 7.2% 48.9% General Mills 4.6% 53.4% Family Dollar 3.2% 56.7% Bed Bath & Beyond 3.2% 59.9% GSA 3.1% 63.0% Williams Sonoma 2.8% 65.9% Advance Auto 2.7% 68.6% Express Scripts 2.3% 70.9% Rite Aid 2.3% 73.1% Rubbermaid 2.1% 75.3% Pantry 1.9% 77.2% Krystal 1.8% 79.0% GE Aviation 1.7% 80.7% Davita 1.7% 82.3% Hanes 1.6% 84.0% John Deere 1.6% 85.6% Home Depot 1.5% 87.1% Kum & Go 1.5% 88.6% CVS 1.3% 89.9% Bojangles 1.1% 91.1% Cracker Barrel 1.1% 92.2% Tenant % of GAAP Rent Cum. Tenant Diversification * Pro forma data through December 31, 2012. Top 25 Tenants = 81% Investment Grade

 
 

24 Combined Company –Diversified Portfolio Discount Retail 15.6% Consumer Products 13.8% Retail Banking 12.2% Pharmacy 10.7% Freight 10.1% Insurance 7.4% Healthcare 5.0% Gas & Convenience 4.0% Restaurant 4.0% Specialty Retail 3.4% Auto Retail 3.2% Government Services 3.1% Aviation 1.7% Apparel 1.6% Home Maintenance 1.5% Consumer Goods 1.1% Supermarket 0.6% Sporting Goods 0.6% Storage Facility 0.3% Auto Services 0.1% 100% 20 Distinct Industries Industry Diversification * Pro forma data through December 31, 2012

 
 

25 Proven Management, Better Operating Structure & Lower Fees

 
 

26 Proven Management Team Nicholas S. Schorsch Chairman & CEO •Chairman & CEO of ARCP’s manager (ARC Properties Advisors) •Former CEO of American Financial Realty Trust (NYSE: AFR) •Two-Time Ernst & Young Entrepreneur of the Year Brian S. Block Chief Financial Officer •Chief Financial Officer of ARCP’s manager (ARC Properties Advisors) •Former Chief Accounting Officer, American Financial Realty Trust (NYSE: AFR) •6 years public accounting (Ernst & Young and Arthur Andersen) •Certified Public Accountant Edward M. Weil, Jr. President •President of ARCP’s manager (ARC Properties Advisors) •CEO of Realty Capital Securities •Former Senior VP, Sales & Leasing of American Financial Realty Trust (NYSE: AFR) Demonstrated value creation, deep knowledge of the portfolio, and superior public company and capital markets activity with over $13 billion of acquisitions in the real estate space in the last decade Supported by a team of over 65 real estate professionals Asset Management Property Management (1) Accounting (1) Legal Human Resources Capital Markets Originations Underwriting Due Diligence Financing Investor Relations (1) Functions to be internalized upon closing of the transaction.

 
 

27 American Realty Capital has a Proven Track Record Across Multiple Programs in the Net Lease Sector –Past 24 Months (1) Total Net Lease Deals Underwritten: $26,300,000,000 Total Net Lease LOIs Submitted: $12,000,000,000 Total Net Lease Acquisitions: $3,038,469,684 # of Properties: 728 Avg. Monthly Net Lease Acquisitions: $132,107,378 Average Capitalization Rate: 7.96% (1) Includes deals for all issuers externally managed by ARC.

 
 

28 Proven and Sustainable Acquisitions Capacity Time Period (24-Months) Total Amount Raised (ARCT, ARCT III, ARCP) Total Net Lease Acquisitions # of Props Average Cap Rate January 2011 $67,300,000 $94,012,000 16 7.08% February 2011 $84,600,000 $52,968,000 7 7.77% March 2011 $118,900,000 $250,938,334 37 8.03% April 2011 $126,600,000 $53,438,399 8 8.16% May 2011 $184,100,000 $182,513,636 24 7.85% June 2011 $319,200,000 $125,951,055 18 7.69% July 2011 $256,000,000 $49,440,874 8 8.06% August 2011 $14,600,000 $129,373,063 23 8.06% September 2011 $87,850,000 $173,396,101 10 8.43% October 2011 $38,938,000 $98,888,648 10 8.69% November 2011 $27,412,000 $211,072,420 90 8.01% December 2011 $29,974,000 $80,004,120 43 8.53% January 2012 $35,000,000 $81,454,913 11 8.13% February 2012 $45,500,000 $75,557,285 29 7.64% March 2012 $142,700,000 $90,160,623 16 7.75% April 2012 $227,356,000 $121,554,786 47 7.90% May 2012 $249,275,000 $108,195,664 18 7.89% June 2012 $166,655,000 $166,221,210 51 8.58% July 2012 $218,600,000 $94,043,870 40 8.11% August 2012 $425,100,000 $199,982,521 31 7.82% September 2012 $185,000,000 $166,231,744 137 8.16% October 2012 $8,800,000 $87,897,314 15 7.60% November 2012 $0 $345,173,104 39 7.70% Total Net Lease Acquisitions: $3,059,460,000 $3,038,469,684 728 7.96% American Realty Capital has a Proven Track Record Across Multiple Programs in the Net Lease Sector –Past 24 Months

 
 

29 ARCP’s Current External Management Structure Brings Significant Benefits to Shareholders Scale and expertise generates better execution with lower costs Lower fees and expenses Management compensation performance based Broad sourcing program (largest U.S. buyer of net lease real estate) and deep, full-time, real estate acquisition team Efficient operational, legal and administrative support Management team with one of the best, demonstrable track record’s in the net lease space

 
 

30 Significantly Reduced Fees ARCT III ARCP Combined Company Acquisition Fee (% of assets) 1.00% 1.00% ELIMINATED Financing Fee (% of financing) 0.75% 0.75% ELIMINATED Asset Management Fee (% of annual average assets) 0.75% (1) 0.50% REDUCED 0.50% ≤$3 bn assets 0.40% > $3 bn assets Property Management Fee (% of gross revenue) 1.5% single tenant 2.5% multi- tenant None INTERNALIZED At No Cost (1) As of Q3’2012, paid in Class B units of ARCT III’s operating partnership subsidiary.

 
 

31 Significantly Reduced Fees (continued) Assumes $1 billion of acquisitions @ 50% leverage ARCT III (1) ARCP (1) Combined Company ≤$3 bn assets Combined Company >$3 bn assets ($ in mm’s) Acquisition Fee $10.00 $10.00 None None Financing Fee 3.75 3.75 None None Total one-time fees $13.75 $13.75 None None Asset Management Fee $7.50 $5.00 $5.00 $4.00 Estimated G&A 0.50 0.50 0.50 0.50 Total annual fees $8.00 $5.50 $5.50 $4.50 (1) Represents fees under prior management agreements. Under the new fee structure, over the next 5 years, both ARCT III and ARCP shareholders will save ~$61 mm of acquisition related fees, assuming $4.4 billion of acquisitions Under the new fee structure, over the next 5 years, ARCT III andARCP shareholders will save over $48 million in annual fees, assuming $4.4 billionof acquisitions

 
 

32 ARCP’s G&A is less than half of the overall REIT industry average. Lower G&A Expenses Comparison for Combined Company Source: SNL Financial Note: ARCP excludes professional fees and incremental corporate level G&A. (50bp) (1) Pro forma for the combined company. (1)

 
 

33 Conclusion –Combined Benefits 1 2 3 4 Unique Strategy: Enhanced and differentiated triple net lease strategy defined byhigh credit quality, stable, income and significant growth potential Growth: Combined company has substantial capacity to grow earnings through acquisitions, internal rent increases and releasing Size & Access: Significantly enhanced scale and access to public capital –5 th largest triple net lease REIT • Lower cost of capital • Lowest G&A and fees in the net lease industry Portfolio Quality: Best in class, diversified net lease portfolio with high credit quality and long weighted average lease terms with significant growth potential Experienced Team: Experienced management team and seasoned board of directors which assembled both portfolios with a high level of expertise in the real estate net lease sector 5

 
 

34 Conclusion –Combined Attributes 1 2 3 4 16.1%:AFFO per share growth from $0.91-$0.95 (2013E) to $1.06- $1.10 (2014E) $3.0 billion:Increased portfolio sized, 5 th largest net lease REIT by enterprise value $48 million:Combined G&A savings over the next 5 years (1) 2.45%:Lower cost of fixed rate debt financing provides a competitive advantage (2) • Multiple expansion should result in lower cost of equity $3.0 billion:Unmatched total net lease acquisitions by ARC management in the past 24-months 5 (1) Assuming $4.4 billion in acquisitions. (2) Current interest rate for term loan and revolver

 
 

35 Experienced Senior Management •Managed over $13 billion of successful real estate programs in publicly traded and non-traded REITs Best-In-Class Portfolio •Solid real estate assets •Stable, growing income •Diversified by tenant, industry and geography •Only REIT targeting corporate, investment-grade credit credits Value Proposition Durable Dividends, Principal Protection Outsized Growth Potential Strong, Flexible Balance Sheet •Low cost capital •Financial capacity We Are Combining Companies Tax Efficiently to Provide Shareholders With Liquidity, Durable Dividends and Principal Protection in a Broadly Diversified Portfolio with Significant Growth Potential

 
 

36 ARCP and ARCT III consider FFO and AFFO, which is FFO as adjusted to exclude acquisition-related fees and expenses, amortization of above-market lease assets and liabilities, amortization of deferred financing costs, straight-line rent, non-cash mark-to-market adjustments, amortization of restricted stock, non-cash compensation and non-recurring gains and losses useful indicators of the performance of a REIT. Because FFO calculations exclude such factors as depreciation and amortization of real estate assets and gains or losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performancebetween periods and between other REITs in ARCP's and ARCT III's peer groups. Accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estatecompanies that use historical cost accounting to be insufficient by themselves. Additionally, ARCP and ARCT III believe that AFFO, by excluding acquisition-related fees and expenses, amortization of above-market lease assets and liabilities, amortization of deferred financing costs, straight-line rent, non-cash mark-to-market adjustments, amortization of restricted stock, non-cash compensation and non-recurring gains and losses, provides information consistent withmanagements' analyses of the operating performance of the properties. By providing AFFO, ARCPand ARCT III believe they are presenting useful information that assists investors and analysts to better assess the sustainability of their respective operating performances. Further, ARCP and ARCT III believe AFFO is useful in comparing the sustainability of their operating performances with the sustainability of the operating performance of other real estate companies, including exchange-traded and non-traded REITs. As a result, ARCP and ARCT III believe that the use of FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of their respective performances relativeto their peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. FFO and AFFO are not in accordance with, or a substitute for, measures prepared in accordance with GAAP, and may be different from non- GAAP measures used by other companies. In addition, FFO and AFFOare not based on any comprehensive set of accounting rules or principles. Non-GAAP measures, such as FFO and AFFO, have limitations in that they do not reflect all of the amounts associated with ARCP's and ARCT III's results of operations that would be reflected in measures determined in accordance with GAAP. These measures should only be used to evaluate ARCP's and ARCT III's performance in conjunction with corresponding GAAP measures. Funds from Operations and Adjusted Funds from Operations