Global law firm Proskauer is acting as corporate counsel to American Realty Capital Properties, Inc., and American Realty Capital Trust III, Inc., in connection with their planned merger that will create a combined real estate investment company with an enterprise value of $3 billion.
The combined company will have more than 800 properties totaling about 18.9 million square feet in 44 states, making it the fifth largest publicly listed net lease REIT in the country. The deal is expected to close during the second quarter of 2013.
“This a transformative deal for both companies and a classic example of the whole being greater than the sum of its parts,” said Peter M. Fass, Proskauer Partner and co-head of the firm’s Real Estate Capital Markets Group. “The combined company will enjoy increased size and scale, greater borrowing capacity and lower capital costs and significant operating synergies and cost reductions.”
Under terms of the merger agreement, American Realty Capital Trust III shareholders may receive $12 a share in cash or 0.95 of a share of American Realty Capital Properties, equal to $12.26 based on the December 14 closing price. The cash consideration will be capped at 30% of American Realty Capital Trust shares outstanding.
The deal is the latest acted on by Proskauer’s Real Estate Capital Markets Group. In September, the firm advised parent investor American Realty Capital Trust on its first-of-a-kind acquisition by Realty Income Corporation in a cash-and-debt deal valued at $2.95 billion, one of the largest mergers of U.S. real estate investment trusts this year.
In addition to Peter Fass, who led the Proskauer deal team, the other team members included Partners Daniel I. Ganitsky, Steven L. Lichtenfeld, James P. Gerkis, Frank Zarb (Corporate) and Leslie Loffman (Tax); Special Counsel Timothy W. Donovan (Tax); and Associates Leon Volchyok, Adela K. Cho, Michael E. Ellis and Liz Crimer Walsh (Corporate).
