Proskauer assisted with the formation of American Realty Capital Daily Net Asset Trust, Inc. (ARC NAV), a non-traded real estate investment trust that could raise up to $1.5 billion through a best efforts offering. The firm represented ARC NAV in obtaining effectiveness with the U.S. Securities and Exchange Commission, and will continue to serve as counsel during the REIT’s offering period, which became effective on August 15.

Proskauer is also representing ARC NAV in obtaining blue sky clearance. The REIT plans to sell up to 156,565,656 shares of common stock (101,010,101 retail shares sold to the public through broker dealers, and 55,555,555 institutional shares sold through registered investment advisers and broker dealers managing wrap or fee-based accounts). The initial purchase price per retail and institutional share is $9.00 (plus sales commission and dealer manager fees of up to 10 percent of the purchase price for retail shares).

After the end of the escrow period and the acquisition of the REIT’s first property, the purchase price per share will be calculated daily based on the REIT’s net asset value, plus, in the case of the retail shares, selling commission and dealer manager fees up to 10 percent of the purchase price.

ARC NAV is only the second non-traded REIT with a daily pricing feature to go effective with the SEC, and the first with a limited life. Instead of a fixed share price, which is typical of non-traded REITs, the daily price per share is determined based on a net asset value calculation, which provides investors with some liquidity but not the volatility of publicly traded shares.

ARC NAV—sponsored by the American Realty Capital group of companies, which sponsors eight other publicly offered REITs—plans to invest primarily in freestanding, single-tenant bank branch, convenience store, retail, office and industrial properties across the U.S. 

The team was led by Peter M. Fass, Partner and co-head of Proskauer’s Real Estate Capital Markets Group, with Senior Counsel Steven A. Fishman and Associates Susan L. Wiener, Adela K. Cho and Kimberly M. Thompson (Corporate), and Partner Raj Tanden and Associate Timothy W. Donovan (Tax).

Proskauer’s Real Estate Capital Markets Group has 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. The practice assists underwriters, issuers, lenders and investors in evaluating opportunities and in structuring and completing capital and finance transactions involving real estate companies and funds.