May 28, 2013 (New York) – American Realty Capital
Properties, Inc. ("ARCP") announced a definitive merger
agreement to acquire all of the outstanding shares of CapLease,
Inc, in a $2.2 billion transaction that will create the
country's third largest net lease real estate investment trust
(REIT) with an enterprise value of $6 billion. Proskauer served as
counsel to ARCP. The deal is expected to close in the third quarter
of 2013, subject to certain closing conditions, including the
approval of CapLease's stockholders.
The boards of directors from both companies unanimously approved
the agreement. CapLease's acquisition will increase American
Realty's total number of properties by 70 to approximately 800,
further diversifying its property portfolio, fortifying its credit
quality and reducing tenant concentration. The transaction will
also enhance the management team, as virtually all of
CapLease's senior management is anticipated to join American
Realty's management team.
"Upon closing, the combined entity will have increased scale
and financial strength and will be well positioned for continued
growth in a very competitive industry," said
Peter M. Fass, Proskauer Partner and co-head of
the firm's Real Estate Capital Markets Group. "The
transaction also offers significant operating synergies and creates
value for stockholders. It will be immediately accretive and will
result in increased dividends at an annualized rate of $0.94 per
share."
In September, the Group advised American Realty Capital Trust on
its acquisition by Realty Income Corporation in a cash-and-stock
deal valued in excess of $2.95 billion, one of the largest mergers
of U.S. REITs in 2012. In March, the Group advised on American
Realty Capital Properties acquisition of American Realty Capital
Trust III to become one of the largest publicly traded REITs in the
U.S., with a total enterprise value exceeding $3 billion.
In addition to Peter Fass, the team was led by
Proskauer Mergers & Acquisitions Group Partner
Daniel Ganitsky and includes Partners Andrew Bettwy (Finance),
Ira Bogner (Employee Benefits), Steven Lichtenfeld (also a co-head
of the Real Estate Capital Markets Group), Les Loffman (Tax) and
Associate Michael E. Ellis (M&A).
CapLease is a REIT that primarily owns and manages a diversified
portfolio of single tenant commercial real estate properties
subject to long-term leases to high credit quality tenants, while
American Realty leases retail space to top companies including
FedEx, Walgreens and Bed Bath & Beyond.
Proskauer's Real Estate Capital Markets Group is recognized
for its skill and experience. A pioneer in the use of innovative
structures and techniques and creative approaches for executing
highly complex transactions, the firm regularly counsels a premium
roster of clients – including REITs, investment banks, real
estate funds, hedge funds, institutional and specialty lenders,
sovereign wealth funds and pension advisers – across a broad
spectrum of transactions, ranging from public debt and equity
offerings and private placements, mergers and acquisitions and
mortgage and mezzanine financings and restructurings, to joint
ventures, distressed real estate and workouts and real estate
dispute matters.
American Realty is a publicly traded Maryland corporation listed
on The NASDAQ Global Select Market that qualified as a real estate
investment trust for U.S. federal income tax purposes for 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.
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