Proskauer Represents Company in Creation of Largest Net Lease REIT Valued at $21.5 Billion

October 23, 2013 (New York) — Global law firm Proskauer represented American Realty Capital Properties, Inc. ("ARCP") (NASDAQ: ARCP) in its definitive merger agreement to acquire Cole Real Estate Investments, Inc. ("Cole") (NYSE: COLE) in a transaction valued at $11.2 billion. The merger will create the largest net lease REIT and cement ARCP's leadership in this category with a pro forma combined company portfolio of 3,732 properties leased to over 600 tenants occupying over 100 million square feet in 49 states and Puerto Rico.

The transaction is subject to customary closing conditions, including stockholder votes by both companies, and expected to close in the first half of 2014.

The Proskauer team was led by Peter Fass and Steven Lichtenfeld, co-heads of the Real Estate Capital Markets Group, and Partner Daniel Ganitsky (Mergers & Acquisitions) and included Partners Andrew Bettwy (Finance), Ira Bogner (Employee Benefits), Sarah Gold (Litigation), Les Loffman (Tax), Eric Remensperger (Real Estate) and Kathy Rocklen (Broker-Dealer); Senior Counsel Rajani Gupta (Finance); Special Counsel Tim Donovan (Tax); and Associates Adela Cho (Corporate), Stephen Brecher (Employee Benefits), Alice Dullaghan (Broker-Dealer), Erin Durba (Litigation), Mike Ellis (Mergers & Acquisitions), Will Fogleman (Employee Benefits), Andrea Hwang (Finance), Martha Rose (Mergers & Acquisitions), Kate Sheets (Mergers & Acquisitions), Kevin Wilkins (Real Estate), Rachel Hughes (Tax) and Yelena Simonyuk (Environmental).

AR Capital, LLC, a long standing corporate client of the firm since 2008, engaged Proskauer to advise ARCP on numerous precedent setting transactions, commencing with ARCP's best efforts $60 million IPO in September 2011 (resulting in a listing on NASDAQ), and culminating with today's announced proposed merger with Cole which, upon completion, will make ARCP the largest net lease REIT with an enterprise value of approximately $21.5 billion.

A summary of notable deals Proskauer has advised on over the past year include:

  • ARCP's acquisition of ARCP Trust IV for $3.1 billion (July 2013)
  • American Realty Capital Trust IV's acquisition of a net lease retail portfolio of properties from General Electric Co's financial arm for $1.45 billion (June 2013)
  • ARCP's purchase of a net lease retail portfolio from GE for $807 million (June 2013)
  • ARCP's merger agreement to acquire CapLease Inc. for $2.2 billion (May 2013)
  • ARCP's initial bid to acquire Cole Credit Property Trust III for $9.7 billion (March 2013)
  • ARCP's acquisition of American Realty Capital Trust III in which the combined entity was valued at $3 billion (December 2012)
  • American Realty Capital Trust's merger with Realty Income Corp. for $2.95 billion (September 2012)

A pioneer in REITs, Proskauer's Real Estate Capital Markets Group comprises a unique blend of interdisciplinary experience that facilitates the successful execution of real estate capital markets transactions in the U.S. and around the world.

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