UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 20, 2013
AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
Maryland | 001-35263 | 45-2482685 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
405 Park Avenue New York, New York 10022 |
(Address, including zip code, of principal executive offices) |
(212) 415-6500 |
Registrant’s telephone number, including area code: |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
S Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
American Realty Capital Properties, Inc. to Become Self-Managed
On August 20, 2013, American Realty Capital Properties, Inc. (the “Company”) announced that its board of directors has determined that it is in the best interests of the Company and its stockholders to become self-managed following the pending closings of the previously announced acquisitions of CapLease, Inc. (“CapLease”) and American Realty Capital Trust IV, Inc. (“ARCT IV”).
The decision to become self-managed is the result of a process begun earlier this year by the Company’s board of directors, who considered the best time and method to maximize the efficiency and effectiveness of such a change. The decision to undertake this action is motivated by the board of director’s continuing focus on enhancing stockholder value.
AR Capital, LLC Eliminates “Floor” in Calculation of Subordinated Participation in Net Sales Proceeds To Help Facilitate the Company’s Merger with ARCT IV
The Company also announced today that, in order to facilitate the Company’s potential merger with ARCT IV, its sponsor, AR Capital, LLC (“ARC”), as the sole owner of American Realty Capital Trust IV Special Limited Partner, LLC (the “ARCT IV Special Limited Partner”), sent a letter today to ARCT IV and its board of directors informing such parties that the ARCT IV Special Limited Partner intends on waiving any portion of the subordinated distribution in net sales proceeds to which it would be entitled as result of the price “floor” in the ARCT IV merger agreement that it would not otherwise be entitled to pursuant to the limited partnership agreement of ARCT IV’s operating partnership. This announcement does not impact the “floor” on the Company’s share price used in the determination of the merger consideration due to ARCT IV stockholders; ARCT IV stockholders will still receive the equivalent of not less than $30.62 per share.
Currently, the ARCT IV Special Limited Partner is entitled to payment of a subordinated participation in net sales proceeds (the “Incentive Fee”) from ARCT IV, pursuant to the limited partnership agreement of ARCT IV’s operating partnership and as agreed to in the side letter signed by the merger parties in connection with the announcement of the Company’s merger with ARCT IV. These agreements provide that the ARCT IV Special Limited Partner would be entitled to an Incentive Fee equal to 15% of the amount of proceeds remaining from the sale of ARCT IV, following the return of 100% of its stockholders’ capital contributions, plus a 6% hurdle. Under the current terms of the merger agreement, because the ARCT IV stockholders electing stock will enjoy a “floor” by which their consideration cannot fall below $30.62 per ARCT IV share, the Incentive Fee will be pegged to a mix of cash consideration and the $30.62 stock threshold. However, the ARCT IV Special Limited Partner has elected to forego the benefit of the “floor” and allow that the calculation will be pegged to the five-day volume weighted average price leading up to the merger close, regardless of the trading price. Therefore, the ARCT IV Special Limited Partner has foregone certainty in its Incentive Fee to ensure that ARC’s compensation (through its ownership of the ARCT IV Special Limited Partner) will be tied to the performance of the Company, rather than the “floor” negotiated with the Company pursuant to the merger agreement.
A copy of ARC’s letter to ARCT IV and the ARCT IV board of directors is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
The Company is Actively Monitoring the Impact of Adverse Changes in Economic and Capital Markets Conditions on Merger with ARCT IV
The Company also announced today that it would continue to monitor the impact of the recent challenging conditions in the capital markets on the Company’s pending transactions, including the acquisition of ARCT IV. The Company will continue to monitor developments in the credit markets and in the equity market.
A press release announcing the foregoing is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein.
Additional Information about the CapLease Merger and Where to Find It
This communication does 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 CapLease merger, CapLease filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (“SEC”) on July 31, 2013 and a form of proxy was mailed to CapLease’s common stockholders. The proxy statement contains important information about the proposed CapLease merger and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY OR CAPLEASE WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, CAPLEASE AND THE PROPOSED CAPLEASE MERGER.
Investors and security holders of CapLease will be able to obtain free copies of the proxy statement and other relevant documents filed by CapLease with the SEC (if and when then become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by CapLease with the SEC are also available on CapLease’s website at www.caplease.com, and copies of the documents filed by the Company with the SEC are available on the Company’s website at www.arcpreit.com.
The directors, executive officers and employees of CapLease may be deemed “participants” in the solicitation of proxies from stockholders of CapLease in favor of the proposed CapLease merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of CapLease in connection with the proposed CapLease merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about CapLease’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and in its definitive proxy statement filed with the SEC on Schedule 14A on April 19, 2013.
Additional Information about the ARCT IV Merger and Where to Find It
This communication does 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 ARCT IV merger, the Company and ARCT IV expect to prepare and file with the SEC a joint proxy statement and the Company 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 respect to the Company’s proposed acquisition of ARCT IV. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ARCT IV MERGER.
Investors may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by the Company and ARCT IV 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 the Company with the SEC are also available free of charge on the Company’s website at http://www.arcpreit.com, and copies of the documents filed by ARCT IV with the SEC are available free of charge on ARCT IV’s website at http://www.arct-4.com.
The Company, ARCT IV, ARC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s and ARCT IV’s stockholders in respect of the proposed ARCT IV 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 30, 2013. Information regarding ARCT IV’s directors and executive officers can be found in ARCT IV’s definitive proxy statement filed with the SEC on April 30, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed ARCT IV merger if and when they become available. These documents are available free of charge on the SEC’s website and from the Company or ARCT IV, 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, CapLease’s and ARCT IV’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 Company will become self-managed and the terms of any arrangements related thereto, whether and when the transactions contemplated by either of the merger agreements 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 either of the merger agreements; (2) the inability to complete either of the proposed mergers due to the failure to obtain CapLease stockholder approval for the CapLease merger, Company stockholder approval to issue shares to ARCT IV stockholders in the ARCT IV merger, ARCT IV stockholder approval of the ARCT IV merger or the failure to satisfy other conditions to completion of either of the mergers, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of one or both of the mergers; (3) risks related to disruption of management’s attention from the ongoing business operations due to the proposed mergers; (4) the effect of the announcement of the proposed mergers on CapLease’s, ARCT IV’s or the Company’s relationships with its customers, tenants, lenders, operating results and businesses generally; (5) the outcome of any legal proceedings relating to the mergers or the merger agreements; and (6) risks to consummation of the mergers, including the risk that the mergers will not be consummated within the expected time period or at all. Additional factors that may affect future results are contained in the Company’s, ARCT IV’s and CapLease’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company, ARCT IV and CapLease disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Letter from ARC to ARCT IV and the ARCT IV Board of Directors dated August 20, 2013 | |
99.2 | Press Release dated August 20, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
August 20, 2013 | AMERICAN REALTY CAPITAL PROPERTIES, INC | |
By: | /s/ Nicholas S. Schorsch | |
Name: | Nicholas S. Schorsch | |
Title: | Chief Executive Officer and | |
Chairman of the Board of Directors |
American Realty Capital Trust IV, Inc. Board of Directors
American Realty Capital Trust IV, Inc.
405 Park Avenue
New York, New York 10022
August 20, 2013
Re: | Removal of Floor With Respect to Calculation of Subordinated Distribution in Net Sales Proceeds |
As more fully described in this letter, AR Capital, LLC (“ARC”), as the sole owner of American Realty Capital Trust IV Special Limited Partner, LLC (“ARCT IV Special Limited Partner”), is pleased to inform you that it intends on waiving any portion of the subordinated distribution in net sales proceeds to which it would be entitled as result of the price “floor” in the pending transaction between American Realty Capital Trust IV, Inc.’s (“ARCT IV”) and American Realty Capital Properties, Inc. (“ARCP”), pursuant to that certain Agreement and Plan of Merger, dated as of July 1, 2013 (the “Merger Agreement”), that it would not otherwise be entitled to pursuant to the Amended and Restated OP Agreement (defined below).
As you are currently aware, pursuant to that certain Amended and Restated Limited Partnership Agreement (the “Amended and Restated OP Agreement” ) of American Realty Capital Operating Partnership IV, L.P. (“ARCT IV OP”), dated as of November 12, 2012, and as agreed to in that certain Letter Agreement, dated as of July 1, 2013, among ARCP, ARCT IV, ARCT IV OP, American Realty Capital Advisors IV, LLC, American Realty Capital Properties IV, LLC, ARCT IV Special Limited Partner, ARC Properties Operating Partnership, L.P. and Thunder Acquisition, LLC, ARCT IV Special Limited Partner would be entitled to a subordinated distribution in net sales proceeds (the “Incentive Fee”) equal to 15% of the amount of the net sales proceeds remaining from the sale of ARCT IV, following the return of 100% of the ARCT IV stockholders’ capital contributions, plus a 6% hurdle. Under the current terms of the merger agreement, ARCT IV stockholders electing stock consideration will enjoy a “floor” by which their stock consideration cannot fall below $30.62 per ARCT IV share. Based upon this “floor” and an assumed 25% cash election by ARCT IV stockholders (the maximum cash election) at $30.00 per share, the estimated Incentive Fee would be approximately $65.2 million. Note, however, that the Incentive Fee could be higher if, based on the trading price of ARCP common stock and the exchange ratio of 2.05, the value of the stock consideration is higher than the “floor” at the closing of the transaction.
Despite the above, ARC, the sole owner of ARCT IV Special Limited Partner, has hereby irrevocably elected to forego the “floor” described above with respect to the calculation of the Incentive Fee and will now allow the portion of the Incentive Fee based on the stock consideration to be based solely on the five-day volume weighted average price of ARCP common stock leading up to the closing of the transaction without reference to any “floor.” Based upon the five-day volume weighted average price through the close of trading of ARCP’s common stock on August 19, 2013 of $13.12 and assuming a 25% cash election at $30.00 per share, the ARCT IV Special Limited Partner would receive an Incentive Fee totaling approximately $33.5 million, representing a decrease in the fee of approximately $31.7 million from the $65.2 million fee described above. ARCT IV may rely on and enforce the foregoing election.
As noted by the potential impact of removing the “floor” from the Incentive Fee calculation, ARC has foregone certainty in the compensation which it expects to receive and has aligned itself with the ARCT IV stockholders. The Incentive Fee will now be tied to the performance of ARCP common stock, an entity which it also sponsors.
Sincerely,
/s/ Nicholas S. Schorsch
Nicholas S. Schorsch
Chairman and Chief Executive Officer, AR Capital, LLC
* * *
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FOR IMMEDIATE RELEASE
American Realty Capital Properties Announces Decision to Become Self-Managed
ARCT IV Advisor Elects to Align “Incentive Payment” with Stock Price Performance by Eliminating Stock Price Floor Used in Calculation
ARCP Continues to Actively Monitor the Impact of Recent Changes in the Capital Markets With Respect to Pending Transactions
New York, New York, August 20, 2013 ˗ American Realty Capital Properties, Inc. (“ARCP” or the “Company”) announced today that its board of directors has determined that it is in the best interests of the Company and its stockholders to become self-managed following the pending closings of the previously announced acquisitions of CapLease, Inc. (“CapLease”) and American Realty Capital Trust IV, Inc. (“ARCT IV”).
Decision to become A self-administered publicly traded REIT
As a result of the decision to become self-managed, the Company will be a best-in-class, self-administered publicly traded real estate investment trust (“REIT”). The Company expects that two of its founders and current executive officers of the Company and its current external manager, ARC Properties Advisors, LLC (the “Manager”), Nicholas S. Schorsch and Brian S. Block, will work directly for ARCP as Executive Chairman and Chief Financial Officer, respectively. Messrs. Schorsch and Block are two of the key executives who built the Company and assembled its property portfolio both prior to and since the completion of its initial public offering in September 2011. The Company plans to supplement the Executive Chair and CFO roles by hiring additional executives, including a President, Chief Operating Officer and General Counsel, for which roles the Company has recently commenced active searches.
ARCP plans to transition to self-management shortly after the consummation of the CapLease and ARCT IV acquisitions; self-management is conditioned upon the consummation of such transactions. In connection with becoming self-managed, the Company expects to terminate the existing management agreement with the Manager, enter into appropriate employment and incentive compensation arrangements with its executives and acquire certain assets necessary for its operations from the Manager. The Company expects to utilize certain services of the Manager for a period following such acquisitions in order to transition smoothly toward becoming a leading self-managed net lease REIT.
The decision to become self-managed is the result of a process begun earlier this year by the Company’s board of directors, who carefully considered the best time and the ideal method to maximize the efficiency and effectiveness of such a transformation. The decision to undertake this important action is motivated by the board’s continuing desire to enhance stockholder value.
The Company believes that self-management will create stockholder value for several important reasons:
· | Due to the rapid growth of the Company’s asset and revenue base over the past year through a mix of individual property acquisitions and strategic portfolio and corporate purchases, the Company believes that once the proposed acquisitions are completed, it will have achieved a size where costs related to a self-administered structure will be lower than those attributable to an externally advised arrangement, thereby ensuring that these annual costs remain among the lowest in its peer group. Upon completion of the transition to a self-managed structure, the Company will no longer incur the asset management fees payable to the Manager under its current management agreement. The Company previously experienced similar cost savings when, in connection with the closing of the acquisition of American Realty Capital Trust III, Inc. in February 2013, the Company eliminated certain fees related to its external management structure by hiring certain property level management and accounting personnel and eliminating acquisition and disposition fees; |
· | The Company will have a dedicated team of senior professionals entirely accountable to ARCP and whose compensation is expected to be linked in large part to the performance of the Company. It is currently anticipated that approximately 30 professionals employed by the external advisor in functional areas including due diligence, financial analysis, accounting and leasing will join ARCP’s management team as direct employees. Their interests are expected to be closely aligned with those of the Company’s stockholders; and |
· | The Company recognizes that institutional investors, research analysts and the financial press have historically viewed externally managed REITs as being susceptible to potential conflicts of interest, which may contribute to externally managed publicly listed REITs trading at lower earnings multiples relative to self-managed REITs. For example, high quality, large self-managed net lease REITs currently trade at earnings multiples of 17x to 18x FFO while the Company trades at 15x FFO. ARCP believes that potential multiple expansion as a result of becoming self-managed may increase the Company’s delivery of stockholder value to its stockholders. |
AR capital waives “Floor” with respect to CALCULATION OF Incentive Fee payable in connection with ARCT IV transaction
The board of directors of ARCT IV received a letter today from AR Capital, LLC (“ARC”), as the direct sole owner of American Realty Capital Trust IV Special Limited Partner, LLC (the “Advisor”), informing the ARCT IV board that the Advisor intends on waiving any portion of the subordinated distribution in net sales proceeds (the “Incentive Fee”) to which it would be entitled as result of the ARCP price “floor” in the ARCT IV merger agreement that it would not otherwise be entitled to pursuant to ARCT IV’s operating partnership’s limited partnership agreement. This announcement does not impact the “floor” on the ARCP share price used in the determination of the merger consideration due to ARCT IV stockholders; ARCT IV stockholders will still receive the equivalent of not less than $30.62 per share.
The Advisor is entitled to payment of the Incentive Fee from ARCT IV equal to 15% of the amount of proceeds remaining from the sale of ARCT IV, following the return of 100% of its stockholders’ capital contributions, plus a 6% hurdle. Under the current terms of the merger agreement, because the ARCT IV stockholders electing stock consideration will enjoy a “floor” by which their consideration cannot fall below $30.62 per ARCT IV share, the Incentive Fee will be based on the mix of cash and stock consideration and the $30.62 floor price. However, the election to forego the benefit of the “floor” and allow that the calculation of the Incentive Fee instead will be based on the five-day volume weighted average price of ARCP common stock leading up to the closing of the transaction, regardless of the trading price of ARCT IV common stock. Therefore, the Advisor has foregone certainty in its Incentive Fee to ensure that ARC’s compensation (through its ownership of the Advisor) will be tied to the performance of ARCP common stock, rather than the “floor.”
An example of the potential differences in the Incentive Fee resulting from the elimination of the “floor” follows: (a) using the current “floor” of $30.62 per ARCT IV share, the Incentive Fee would not be less than $65.2 million, irrespective of the price at which the ARCP shares are trading at the time of the closing of the transaction; compared to, (b) without the “floor,” using the 5-day volume weighted average price of ARCP of $13.12 through the close of trading on August 19th, the Incentive Fee is approximately $33.5 million, based on an ARCT IV share price of $27.67 (i.e., $13.12 x 2.05 fixed exchange ratio and assuming ARCT IV shareholders elect the full amount of the cash consideration available in the transaction (i.e., 25% of ARCT IV outstanding shares at $30.00 per share)). In this example, the reduction in the Incentive Fee from dropping the “floor” is $31.7 million.
This elective modification by ARC is another example of its focus on best practices in the non-traded REIT industry, specifically the alignment of interests between management and shareholders.
ARCP continues TO Actively Monitor the Impact of recent Changes in the Capital Markets with respect to Pending transactions
ARCP also announced today that it would continue to actively monitor the impact of the recent challenging conditions in the capital markets on ARCP’s pending transactions, including the acquisition of ARCT IV. The entire ARCP board of directors, including the independent directors, remains fully supportive of all ARCP’s pending transactions, including the transaction with ARCT IV. The stockholder votes with respect to the ARCT IV transaction are at least weeks away.
About ARCP
ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market that qualified as a REIT for U.S. federal income tax purposes beginning in the taxable 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 its website at www.arcpreit.com. ARCP may disseminate important information regarding the company and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.
Additional Information about the CapLease Merger and Where to Find It
This communication does 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 CapLease merger, CapLease filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (“SEC”) on July 31, 2013 and a form of proxy was mailed to CapLease’s common stockholders. The proxy statement contains important information about the proposed CapLease merger and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY ARCP OR CAPLEASE WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCP, CAPLEASE AND THE PROPOSED CAPLEASE MERGER.
Investors and security holders of CapLease will be able to obtain free copies of the proxy statement and other relevant documents filed by CapLease with the SEC (if and when then become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by CapLease with the SEC are also available on CapLease’s website at www.caplease.com, and copies of the documents filed by ARCP with the SEC are available on ARCP’s website at www.arcpreit.com.
The directors, executive officers and employees of CapLease may be deemed “participants” in the solicitation of proxies from stockholders of CapLease in favor of the proposed CapLease merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of CapLease in connection with the proposed CapLease merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about CapLease’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and in its definitive proxy statement filed with the SEC on Schedule 14A on April 19, 2013.
Additional Information about the ARCT IV Merger and Where to Find It
This communication does 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 ARCT IV merger, ARCP and ARCT IV expect to prepare and file with the 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 respect to ARCP’s proposed acquisition of ARCT IV. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ARCT IV MERGER.
Investors may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by ARCP and ARCT IV 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 ARCP with the SEC are also available free of charge on ARCP’s website at http://www.arcpreit.com, and copies of the documents filed by ARCT IV with the SEC are available free of charge on ARCT IV’s website at http://www.arct-4.com.
ARCP, ARCT IV, ARC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ARCP’s and ARCT IV’s stockholders in respect of the proposed ARCT IV merger. Information regarding ARCP’s directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on April 30, 2013. Information regarding ARCT IV’s directors and executive officers can be found in ARCT IV’s definitive proxy statement filed with the SEC on April 30, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed ARCT IV merger if and when they become available. These documents are available free of charge on the SEC’s website and from ARCP or ARCT IV, 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 ARCP’s, CapLease’s and ARCT IV’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 ARCP will become self-managed and the terms of any arrangements related thereto, whether and when the transactions contemplated by either of the merger agreements 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 either of the merger agreements; (2) the inability to complete either of the proposed mergers due to the failure to obtain CapLease stockholder approval for the CapLease merger, ARCP stockholder approval to issue shares to ARCT IV stockholders in the ARCT IV merger, ARCT IV stockholder approval of the ARCT IV merger or the failure to satisfy other conditions to completion of either of the mergers, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of one or both of the mergers; (3) risks related to disruption of management’s attention from the ongoing business operations due to the proposed mergers; (4) the effect of the announcement of the proposed mergers on CapLease’s, ARCT IV’s or ARCP’s relationships with its customers, tenants, lenders, operating results and businesses generally; (5) the outcome of any legal proceedings relating to the mergers or the merger agreements; and (6) risks to consummation of the mergers, including the risk that the mergers will not be consummated within the expected time period or at all. Additional factors that may affect future results are contained in ARCP’s, ARCT IV’s and CapLease’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. ARCP, ARCT IV and CapLease disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
Contacts
From: Anthony J. DeFazio | For: Brian D. Jones, COO |
DDCWorks | American Realty Capital Properties, Inc. |
tdefazio@ddcworks.com Ph: (484-342-3600) |
bblock@arlcap.com Ph: (212-415-6500) |
Media:
Jonathan Keehner / Taylor Ingraham
Joele Frank, Wilkinson Brimmer Katcher
Ph: (212-355-4449)