Global law firm Proskauer served as counsel to American Realty Capital Properties, Inc. (NASDAQ: ARCP) in its concurrent underwritten public offerings of (i) $300.0 million of ARCP’s 3.00% Convertible Senior Notes due 2018 (“2018 Notes”) pursuant to a reopening of its existing series of such notes and (ii) (ii) $350 million of its 3.75% Convertible Senior Notes due 2020 (“2020 Notes”). Both of the transactions closed on December 10, 2013. Additionally, the representatives for the underwriters delivered notice to ARCP on December 9, 2013 electing to fully exercise their over-allotment options to purchase (i) $37.5 million of additional 2018 Notes and (ii) $52.5 million of 2020 Notes. The exercise of both over-allotment options also closed on December 10, 2013. As a result of the offerings, ARCP received $670.7 million in net proceeds from the offering and intends to use the net proceeds of the offerings (a) to repay outstanding indebtedness under its existing senior secured credit facility (which will increase the availability of funds under such credit facility) and (b) for other general corporate purposes.
The Proskauer team was led by Peter Fass and Steven Lichtenfeld, co-heads of the Real Estate Capital Markets Group, and included Partner Les Loffman (Tax), Special Counsel Steven Fishman (Corporate), Special Tax Counsel Tim Donovan (Tax) and Associates Rajesh Bandla (Corporate), Samuel Kardon (Corporate) and Rachel Hughes (Tax).
The firm also advised ARCP in its July offering of $310 million in 3.00% convertible senior notes. Proskauer is currently advising ARCP in its pending acquisition of all of the outstanding shares of Cole Real Estate Investments, Inc. in a $11.2 billion transaction and in its pending acquisition of all of the outstanding shares of American Realty Capital Trust IV (“ARCT IV”) in a $3.1 billion transaction. Most recently, Proskauer advised ARCP in its acquisition of CapLease, Inc. in a $2.2 billion transaction, which closed in November. In November, the firm also represented ARCP in its launch of a $500 million “at-the-market” program and in its $474 million private placement of common stock and convertible preferred stock.
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.
