September 7, 2012 (New York) – Global law firm Proskauer advised American Realty Capital Trust, Inc., on its agreement to be acquired by Realty Income Corporation in a transaction valued at $2.95 billion. The deal, which is expected to close in late 2012 or early 2013, is the largest merger of U.S. real estate investment trusts this year.

"Despite real estate investment markets that remain thin and volatile, this deal shows that many large REITs continue to have strong balance sheets and plenty of dry powder for significant investments and acquisitions," said Peter M. Fass, Proskauer Partner and co-head of the firm's Real Estate Capital Markets Group. "We have previously advised American Realty Capital on a number of deals in recent years, and it was gratifying to be able to complete this transaction, given its strategic importance to both companies."

Under terms of the agreement, Realty Income will finance the acquisition by issuing $1.9 billion of its common stock to American Realty Capital Trust shareholders, assuming approximately $526 million of debt and repaying about $574 million of outstanding debt and transaction expenses. American Realty Capital Trust shareholders will receive a fixed exchange ratio of 0.2874 Realty Income shares for each share of American Realty Capital Trust common stock that they own. Based on Realty Income's closing stock price of $42.48 on September 5, 2012, this consideration would be equivalent to $12.21 per share.

"This transaction underscores our strength in advising REITs and other key real estate market players in a wide range of transactions," said Proskauer Partner Jeffrey A. Horwitz, who heads the firm's Private Equity Real Estate Practice. "Proskauer has an established record of advising on large, complex deals such as this one, and it's a great example of our ability to put together a team that combines our experience in real estate investment in meeting our client's needs across a spectrum of legal areas."

In addition to Peter Fass, who led the deal, the other Proskauer team members were Partners Steven L. Lichtenfeld, Daniel I. Ganitsky, Andrew Bettwy (Corporate), Leslie Loffman (Tax), Ira G. Bogner (Employee Benefits), Eric Remensperger (Real Estate) and Jonathan E. Richman (Litigation); Senior Counsel Gail S. Port (Environmental); Special Tax Counsel Timothy W. Donovan; Associates Rajesh Bandla (Corporate), Daniel J. Berger (Tax), Stephen I. Brecher (Employee Benefits), Melody J. Chen (Real Estate), Michael E. Ellis (Corporate), Derek J. Heuzey (Intellectual Property), Julie J. Kim (Corporate), Simon J. Sharpe (Corporate), Diana Silva (Corporate), Yelena Simonyuk (Environmental), Leon Volchyok (Corporate); and Law Clerk Van Ann Bui (Corporate).

Proskauer's Real Estate Capital Markets and Private Equity Real Estate practices are recognized for their 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. 

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