NEW YORK, July 8, 2013 /PRNewswire/ -- American Realty
Capital Properties, Inc. ("ARCP" or the "Company") (NASDAQ: ARCP)
reaffirmed today its intention to close its previously announced
merger with CapLease, Inc. ("CapLease") (NYSE: LSE).
Following CapLease's announcement of the expiration of its 40-day
"go shop" period without receipt of any alternative proposals, the
Company expects to close the transaction in the third quarter of
2013. CapLease's recent filing of its preliminary proxy
statement in connection with its special meeting, at which CapLease
stockholders will vote whether to approve the merger, and the
expiration of the "go shop" period, provide ARCP with a clear
timetable for the closing of the CapLease acquisition.
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ARCP's acquisition of CapLease is expected to include the
addition of CapLease's highly experienced management team.
CapLease's professionals would bring in-depth experience and
knowledge related to the office and industrial sectors as well as
"build-to-suit" opportunities. These skill sets would greatly
assist ARCP in continuing to broaden and further diversify its
single tenant net lease real estate portfolio. The addition
of CapLease's management team would also help accelerate the
Company's implementation of its previously announced intent to
internalize its own management in order to further reduce operating
costs and potentially improve the Company's AFFO
multiple.
The expiration of CapLease's "go shop" period and the recent
filing of its preliminary proxy statement pave the way for another
significant step toward ARCP's deliberate yet rapid transformation
into the leading net lease REIT with an expected enterprise value
in excess of $10 billion by the end
of 2013. The Company's growth has been fueled by organic
acquisitions and accretive strategic additions, both corporate and
in portfolio. In light of this growth, on July 1, 2013, in connection with its entry into a
merger agreement with American Realty Capital Trust IV, Inc. ("ARCT
IV"), the Company's board of directors authorized, and the Company
declared, that its previously announced seventh consecutive
quarterly increase of its annualized dividend from $0.91 to $0.94 per
share would become effective on the earlier to occur of the closing
of the Company's merger with ARCT IV and its merger with
CapLease.
Nicholas S. Schorsch, Chairman
and Chief Executive Officer of ARCP commented, "In light of the
expiration of the 'go shop' period and recent filing of CapLease's
preliminary proxy statement, we are reaffirming our intention to
close the CapLease merger in the third quarter of 2013,
representing another significant milestone in this transformative
year for ARCP. With the recent success demonstrated by our
$774 million acquisition of a
high-quality portfolio from GE Capital, we have closed over
$1.14 billion of portfolio
acquisitions year to date. Moreover, we are confident that we
can efficiently close both the ARCT IV and CapLease transactions
before the end of the third quarter. With CapLease and ARCT
IV, both of which acquisitions will prove accretive to our
earnings, we will grow our enterprise value to over $10 billion. This substantial growth in
assets will prompt us and our board of directors to review closely
the previously announced internalization of management."
About ARCP
ARCP is a publicly traded Maryland corporation listed on The NASDAQ
Global Select Market that qualified as a real estate investment
trust ("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 the 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.
Funds from Operations and Adjusted Funds from
Operations
ARCP considers funds from operations ("FFO") and AFFO, which is
FFO as adjusted to exclude acquisition-related fees and expenses,
amortization of above-market lease assets and liabilities,
amortization of deferred financing costs, straight-line rent,
non-cash mark-to-market adjustments, amortization of restricted
stock, non-cash compensation and non-recurring gains and losses
useful indicators of the performance of a REIT. Because FFO
calculations exclude such factors as depreciation and amortization
of real estate assets and gains or losses from sales of operating
real estate assets (which can vary among owners of identical assets
in similar conditions based on historical cost accounting and
useful-life estimates), they facilitate comparisons of operating
performance between periods and between other REITs in ARCP's peer
groups. Accounting for real estate assets in accordance with
GAAP implicitly assumes that the value of real estate assets
diminishes predictably over time. Since real estate values
have historically risen or fallen with market conditions, many
industry investors and analysts have considered the presentation of
operating results for real estate companies that use historical
cost accounting to be insufficient by themselves.
Additionally, ARCP believes that AFFO, by excluding
acquisition-related fees and expenses, amortization of above-market
lease assets and liabilities, amortization of deferred financing
costs, straight-line rent, non-cash mark-to-market adjustments,
amortization of restricted stock, non-cash compensation and
non-recurring gains and losses, provides information consistent
with management's analysis of the operating performance of the
properties. By providing AFFO, ARCP believes they are
presenting useful information that assists investors and analysts
to better assess the sustainability of their operating performance.
Further, ARCP believes AFFO is useful in comparing the
sustainability of their operating performance with the
sustainability of the operating performance of other real estate
companies, including exchange-traded and non-traded REITs.
As a result, ARCP believes that the use of FFO and AFFO,
together with the required GAAP presentations, provide a more
complete understanding of our performance relative to our peers and
a more informed and appropriate basis on which to make decisions
involving operating, financing, and investing activities.
FFO and AFFO are not in accordance with, or a substitute for,
measures prepared in accordance with GAAP, and may be different
from non-GAAP measures used by other companies. In addition,
FFO and AFFO are not based on any comprehensive set of accounting
rules or principles. Non-GAAP measures, such as FFO and AFFO,
have limitations in that they do not reflect all of the amounts
associated with ARCP's results of operations that would be
reflected in measures determined in accordance with GAAP.
These measures should only be used to evaluate ARCP's
performance in conjunction with corresponding GAAP measures.
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 merger with
CapLease (the "CapLease Merger"), CapLease filed a preliminary
proxy statement on Schedule 14A with the Securities and Exchange
Commission ("SEC") on July 2, 2013.
When completed, a definitive proxy statement and a form of proxy
will be mailed to CapLease's common stockholders. The proxy
statement will contain 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 merger with
ARCT IV (the "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, AR Capital, LLC 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 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 CapLease Merger and the ARCT IV Merger (and the
CapLease Merger and the ARCT IV Merger together, the "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.
SOURCE American Realty Capital Properties, Inc.
