American Realty Capital (ARCP), American Realty Capital Trust III to Merge
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American Realty Capital Properties, Inc. (Nasdaq: "ARCP") and American Realty Capital Trust III, Inc. (Nasdaq: ARCT) signed a definitive merger agreement under which ARCP will acquire all of the outstanding shares of ARCT III in a transaction that would result in a combined company with $3.0 billion of enterprise value. This will increase ARCP's enterprise value tenfold. Both companies' independent directors unanimously approved the merger agreement. The merger agreement is subject to customary closing conditions, including a stockholder vote by both companies, and the transaction is expected to close during the second quarter of 2013. Stockholders of record for each company as of December 17, 2012 will be entitled to consider and vote on the proposal to approve the merger and the other transactions contemplated by the merger agreement.
Pursuant to the terms of the merger agreement, each outstanding share of ARCT III will be converted into a right to receive, at the election of each stockholder, either 0.95 of a share of ARCP common stock (based on ARCP's closing stock price of $12.90 on December 14, 2012, this consideration would be equivalent to $12.26 per share) or $12.00 in cash. Based on ARCP's closing price of $12.90 per share on December 14, 2012, the exchange ratio is currently equivalent to $12.26 per share. ARCT III stockholders may elect to receive 100% stock consideration in a tax-free exchange; however, 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. Any elections for cash in excess of the cap will be reduced on a pro rata basis, with the remaining consideration paid in shares of ARCP. ARCT III stockholders will not be subject to any lockup – only ARCT III's management will be locked up for one year.
Post-closing, the combined company is anticipated to be comprised of a portfolio of over 800 properties that are net leased to investment grade and other credit tenants totaling approximately 18.9 million square feet and located in 44 states. Pursuant to its previously announced 5th consecutive quarterly dividend increase effective on February 9, 2013, ARCP will continue to pay its annual dividend on the 15th day of each month at an increased rate of $0.90 per share to its stockholders of record at the close of business on the 8th day of each month.
American Realty Capital Properties Strategic, Financial and Portfolio Benefits
Adjusted Funds From Operations (AFFO) Growth: Pro forma combined company AFFO is estimated to grow dramatically by approximately 16% from 2013E to 2014E, compared to 4% among the peer set;
Enhanced Portfolio Diversification: The pro forma combined company greatly enhances the portfolio diversification by increasing the number of distinct corporate credit tenants to 44 (formerly 17 for ARCT III and 37 for ARCP), number of industries to 20 (formerly 11 for ARCT III and 17 for ARCP) and 806 properties located in 44 states;
Increased Lease Duration: The pro forma combined company will have 12.4 years of remaining lease duration as of the anticipated second quarter 2013 merger close date and an estimated 13.0 years as of year-end 2013;
Increased Size and Scale: On a combined basis, the merged entities will have an enterprise value of $3.0 billion, making the combined company the 5th largest publicly-traded net lease REIT, which will greatly improve the company's balance sheet flexibility, cost of capital, float and provide other benefits afforded to larger -sized companies;
Operating Synergies and Cost Reduction: The revised management agreement significantly reduces G&A costs by eliminating acquisition and financing fees, reduces management fees and internalizes certain functions to stockholders with no internalization fee; and
Potential Capital Markets Benefits: The pro forma combined company results in an equity market capitalization of $1.9 billion, which will greatly increase the public float and provide opportunities for multiple index inclusions.
American Realty Capital Trust III Transaction Rationale
Attractive Return to ARCT III Stockholders: Total return of 33% to ARCT III stockholders, including a full return of gross invested capital, a 23% share premium and dividends paid since inception (assuming 100% stock election). For those who elect the cash consideration, the total return would be 30%;
Increased Dividend Yield: ARCT III's annualized dividend per share is expected to increase by 30% from $0.66 to ARCP's annualized dividend per share of $0.90 ($0.86 per share after adjusting for the 0.95x exchange ratio);
Greater Borrowing Capacity: The pro forma combined company will have access to $1.2 billion of debt through the new term loan and revolver;
Lower Cost of Capital: The $1.2 billion of debt is priced at a fixed interest rate of 2.45%, significantly accretive to overall corporate earnings. Additionally, the potential ability for the shares to trade at a higher AFFO multiple, in line with the peer set, could result in an overall lower cost of equity; and
Tax-Free Exchange: ARCT III stockholders who opt for 100% stock consideration have the opportunity to generate a 33% total return on a tax-free basis.
2013 and 2014 Earnings Estimates
Excluding the one-time costs associated with the closing of this transaction, ARCP estimates that 2013 funds from operations (FFO) should range from $0.93 to $0.97 per share. 2013 adjusted funds from operations (AFFO) per share should range from $0.91 to $0.95 per share.
The estimates for 2013 consider the following assumptions:
* The merger is consummated as of March 31, 2013;
* The merger consideration is 70% common stock and 30% cash;
* Acquisition of investment properties totaling $400 million;
* Unsecured financing proceeds of $1.2 billion at a fixed cost of 2.45%; and
* Fully diluted common shares and share equivalents outstanding of 134.5 million shares and share equivalents.
ARCP estimates that 2014 FFO should range from $1.05 to $1.09 per share. AFFO per share should range from $1.06 to $1.10 per share.
The estimates for 2014 consider the following assumptions:
* Acquisition of investment properties totaling $1 billion (70% long duration and 30% mid duration), capitalized 50% equity and 50% debt;
* Estimated fully diluted common shares and share equivalents outstanding of 172.4 million shares and share equivalents.
Transaction Advisors
BofA Merrill Lynch is acting as exclusive financial advisor and Duane Morris LLP is acting as special legal counsel to ARCP in connection with the transaction. UBS Investment Bank is acting as exclusive financial advisor and Weil, Gotshal & Manges LLP is acting as special legal counsel to ARCT III in connection with the transaction. Proskauer Rose LLP is acting as corporate counsel to ARCP and ARCT III.
Pursuant to the terms of the merger agreement, each outstanding share of ARCT III will be converted into a right to receive, at the election of each stockholder, either 0.95 of a share of ARCP common stock (based on ARCP's closing stock price of $12.90 on December 14, 2012, this consideration would be equivalent to $12.26 per share) or $12.00 in cash. Based on ARCP's closing price of $12.90 per share on December 14, 2012, the exchange ratio is currently equivalent to $12.26 per share. ARCT III stockholders may elect to receive 100% stock consideration in a tax-free exchange; however, 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. Any elections for cash in excess of the cap will be reduced on a pro rata basis, with the remaining consideration paid in shares of ARCP. ARCT III stockholders will not be subject to any lockup – only ARCT III's management will be locked up for one year.
Post-closing, the combined company is anticipated to be comprised of a portfolio of over 800 properties that are net leased to investment grade and other credit tenants totaling approximately 18.9 million square feet and located in 44 states. Pursuant to its previously announced 5th consecutive quarterly dividend increase effective on February 9, 2013, ARCP will continue to pay its annual dividend on the 15th day of each month at an increased rate of $0.90 per share to its stockholders of record at the close of business on the 8th day of each month.
American Realty Capital Properties Strategic, Financial and Portfolio Benefits
Adjusted Funds From Operations (AFFO) Growth: Pro forma combined company AFFO is estimated to grow dramatically by approximately 16% from 2013E to 2014E, compared to 4% among the peer set;
Enhanced Portfolio Diversification: The pro forma combined company greatly enhances the portfolio diversification by increasing the number of distinct corporate credit tenants to 44 (formerly 17 for ARCT III and 37 for ARCP), number of industries to 20 (formerly 11 for ARCT III and 17 for ARCP) and 806 properties located in 44 states;
Increased Lease Duration: The pro forma combined company will have 12.4 years of remaining lease duration as of the anticipated second quarter 2013 merger close date and an estimated 13.0 years as of year-end 2013;
Increased Size and Scale: On a combined basis, the merged entities will have an enterprise value of $3.0 billion, making the combined company the 5th largest publicly-traded net lease REIT, which will greatly improve the company's balance sheet flexibility, cost of capital, float and provide other benefits afforded to larger -sized companies;
Operating Synergies and Cost Reduction: The revised management agreement significantly reduces G&A costs by eliminating acquisition and financing fees, reduces management fees and internalizes certain functions to stockholders with no internalization fee; and
Potential Capital Markets Benefits: The pro forma combined company results in an equity market capitalization of $1.9 billion, which will greatly increase the public float and provide opportunities for multiple index inclusions.
American Realty Capital Trust III Transaction Rationale
Attractive Return to ARCT III Stockholders: Total return of 33% to ARCT III stockholders, including a full return of gross invested capital, a 23% share premium and dividends paid since inception (assuming 100% stock election). For those who elect the cash consideration, the total return would be 30%;
Increased Dividend Yield: ARCT III's annualized dividend per share is expected to increase by 30% from $0.66 to ARCP's annualized dividend per share of $0.90 ($0.86 per share after adjusting for the 0.95x exchange ratio);
Greater Borrowing Capacity: The pro forma combined company will have access to $1.2 billion of debt through the new term loan and revolver;
Lower Cost of Capital: The $1.2 billion of debt is priced at a fixed interest rate of 2.45%, significantly accretive to overall corporate earnings. Additionally, the potential ability for the shares to trade at a higher AFFO multiple, in line with the peer set, could result in an overall lower cost of equity; and
Tax-Free Exchange: ARCT III stockholders who opt for 100% stock consideration have the opportunity to generate a 33% total return on a tax-free basis.
2013 and 2014 Earnings Estimates
Excluding the one-time costs associated with the closing of this transaction, ARCP estimates that 2013 funds from operations (FFO) should range from $0.93 to $0.97 per share. 2013 adjusted funds from operations (AFFO) per share should range from $0.91 to $0.95 per share.
The estimates for 2013 consider the following assumptions:
* The merger is consummated as of March 31, 2013;
* The merger consideration is 70% common stock and 30% cash;
* Acquisition of investment properties totaling $400 million;
* Unsecured financing proceeds of $1.2 billion at a fixed cost of 2.45%; and
* Fully diluted common shares and share equivalents outstanding of 134.5 million shares and share equivalents.
ARCP estimates that 2014 FFO should range from $1.05 to $1.09 per share. AFFO per share should range from $1.06 to $1.10 per share.
The estimates for 2014 consider the following assumptions:
* Acquisition of investment properties totaling $1 billion (70% long duration and 30% mid duration), capitalized 50% equity and 50% debt;
* Estimated fully diluted common shares and share equivalents outstanding of 172.4 million shares and share equivalents.
Transaction Advisors
BofA Merrill Lynch is acting as exclusive financial advisor and Duane Morris LLP is acting as special legal counsel to ARCP in connection with the transaction. UBS Investment Bank is acting as exclusive financial advisor and Weil, Gotshal & Manges LLP is acting as special legal counsel to ARCT III in connection with the transaction. Proskauer Rose LLP is acting as corporate counsel to ARCP and ARCT III.
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