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Merger Agreement
12 Months Ended
Dec. 31, 2012
Merger Agreement [Abstract]  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
Merger Agreement

On December 14, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with American Realty Capital Trust III, Inc., a Maryland corporation (“ARCT III”), and certain subsidiaries of each company. The Merger Agreement provides for the merger of ARCT III with and into a subsidiary of the Company (the “Merger”). The independent members of the boards of directors of both Companies have, by unanimous vote, approved the Merger and the other transactions contemplated by the Merger Agreement.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock of ARCT III will be converted into the right to receive (i) 0.95 of a share of the Company's common stock or (ii) $12.00 in cash, but in no event will the aggregate consideration paid in cash be paid on more than 30% of the shares of ARCT III's common stock issued and outstanding as of immediately prior to the closing of the Merger. In addition, each outstanding unit of equity ownership of the ARCT III operating partnership ("ARCT III OP") will be converted into the right to receive 0.95 of the same class of unit of equity ownership in the OP.
Upon the consummation of the Merger with ARCT III, ARCT III's advisor, an affiliate of the Company's Sponsor and Manager, will be entitled to subordinated distributions of net sales proceeds from the ARCT III OP estimated to be valued at approximately $59.0 million, assuming an implied price of ARCT III common stock of $12.26 (closing stock price on December 14, 2012) per share in the merger (which assumes that 70% of the merger consideration is ARCP common stock based on a per share price of $12.90 and 30% of the merger consideration is cash). Such subordinated distributions of net sales proceeds, which will be payable in the form of units of equity ownership of the ARCT III OP, which the Company refers to as ARCT III OP Units, will automatically convert into units of equity ownership of the ARCP OP. The parties have agreed that such ARCP OP Units will be subject to a minimum one-year holding period before being exchangeable into the Company's common stock.
Upon consummation of the Merger, the vesting of the shares of the Company's outstanding restricted stock will be accelerated.
In connection with the Merger, the Company also has entered into an agreement with the Sponsor and its affiliates to internalize certain functions currently performed by them including acquisition, accounting and portfolio management services (the "Internalization"). In connection with the Internalization, (i) the Company and its Sponsor have agreed to terminate the acquisition and capital services agreement dated September 6, 2011, between the two parties, which will eliminate acquisition and financing fees payable by the Company (except with respect to certain enumerated properties that were in the Company's pipeline at the time it entered the Merger Agreement) and (ii) the Manager agreed to reduce asset management fees from an annualized 0.50% of the unadjusted book value of all of the Company's assets to 0.50% for up to $3.0 billion of unadjusted book value of assets and 0.40% of unadjusted book value of assets greater than $3.0 billion. In addition, the Company agreed to pay $5.8 million for certain furniture, fixtures, equipment, other assets and certain costs associated with the Merger.
The Company and ARCT III have made certain customary representations and warranties to each other in the Merger Agreement. Each of the companies has agreed, among other things, not to solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request from third parties regarding other proposals to acquire the Company or ARCT III, as applicable, and not to engage in any discussions or negotiations regarding any such proposal, or furnish to any third party non-public information regarding the Company or ARCT III, as applicable. Each of the companies has also agreed to certain other restrictions on their ability to respond to any such proposals. The Merger Agreement also includes certain termination rights for both the Company and ARCT III and provides that, in connection with the termination of the Merger Agreement, under specified circumstances, the Company or ARCT III, as applicable, may be required to pay to the other party reasonable out-of-pocket transaction expenses up to an amount equal to $10.0 million. The Merger Agreement does not provide for the payment of a customary break-up fee by any party thereto in the event of a termination of the Merger Agreement without a closing of the Merger.
The completion of the Merger is subject to certain conditions. Complete information on the Merger, including the Merger background, reasons for the Merger, who may vote, how to vote and the time and place of the Company stockholder meeting was included in a definitive proxy statement/prospectus.

Credit Facility

On February 14, 2013, ARCT III entered into an $875.0 million unsecured credit facility with Wells Fargo Bank, National Association acting as administrative agent (the "New Credit Facility"), which the Company will assume as of the consummation of the Merger. Capital One, N.A. and JP Morgan Chase Bank, N.A. will participate as documentation agents and RBS Citizens, N.A. and Regions Bank will act as syndication agents for the credit facility. The unsecured credit facility provides financing to ARCT III which can be increased, subject to certain conditions and through an additional commitment, to up to $1.0 billion.

The $875.0 million unsecured credit facility includes a $525.0 million term loan facility and a $350.0 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 current leverage. To the extent that ARCT III or, upon the consummation of the Merger, the Company 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. The Company or ARCT III will have the ability to make fixed rate borrowings under this facility as well.

Additionally, upon consummation of the Merger, the Company's senior secured revolving credit facility with RBS Citizens, N.A. of up to $150.0 million will be paid off in full and terminated. As of December 31, 2012, there was $124.6 million outstanding under this facility.

Accounting Treatment for the Merger

The Company and ARCT III are considered to be entities under common control. Both entities’ advisors are wholly owned subsidiaries of the Sponsor. The Sponsor and its related parties have significant ownership interests in the Company and ARCT III through the ownership of shares of common stock and other equity interests. In addition, the advisors of both entities are contractually eligible to charge significant fees for their services to both of the companies including asset management fees, incentive fees and other fees. Due to the significance of these fees, the advisors and ultimately the Sponsor is determined to have a significant economic interest in both companies in addition to having the power to direct the activities of the companies through advisory agreement, which qualifies them as affiliated companies under common control in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The acquisition of an entity under common control is accounted for on the carryover basis of accounting whereby the assets and liabilities of the companies are recorded upon the merger on the same basis as they were carried by the companies on the merger date.

Merger Status

On February 26, 2013, the Company's stockholders approved the issuance of its common stock in connection with the Merger at a Special Meeting of its stockholders. More than 97 percent of the shares voting at the Special Meeting voted in favor of the issuance the Company's common stock in connection with the Merger, representing more than 55 percent of all outstanding shares.

On February 26, 2013, ARCT III's stockholders approved its Merger with the Company and the other transactions contemplated by the Merger Agreement at the Special Meeting of ARCT III's Stockholders. More than 98 percent of the shares voting at the Special Meeting voted in favor of the merger and the other transactions contemplated by the Merger Agreement, representing more than 68 percent of all outstanding shares.

As a result, the merger is expected to close on or about February 28, 2013.