NEW YORK CITY-Closing the loop on the $3-billion merger first announced in December, stockholders of American Realty Capital Properties Inc. and American Realty Capital Trust III Inc. voted Tuesday to approve the plan. The vote followed approval by both companies’ boards of directors.
In a statement, Nicholas Schorsch, chairman and CEO of ARCP, cites the “significant value” that led investors to approve the merger. “We look forward to leveraging the best aspects of both investment strategies to pay a durable, growing dividend to our stockholders while capitalizing on the compelling growth potential of the combined asset portfolio,” he says. “We are rapidly moving forward to satisfy all necessary closing conditions and look forward to completing the transaction promptly.” A Feb. 28 closing is projected.
According to a release, the merger agreement calls for each outstanding share of ARCT III common stock to be converted into the right to receive, at the election of each ARCT III stockholder, either 0.95 shares of ARCP common stock or $12 in cash. All ARCT III stockholders who elect to receive shares in ARCP will have a tax-free exchange, the release states.
In a conference call following the merger announcement this past December, Schorschcalled it “a very transformative transaction” for his company. “It will change dramatically our size, our scale and, most importantly, our growth potential,” he said.
For ARCP, the merger with ARCT III—one of five nontraded REITs that ARCP sponsors—will mean dramatic increases in square footage, number of properties and annualized rental revenue as well as enterprise value. The merger will bump its portfolio from 148 properties to 806, its square footage from 2.4 million to 18.9 million and its rental revenue from $25.6 million to $179.8 million per year, according to an investor presentation issued as the merger was announced. The combined company will also enjoy longer average remaining lease terms than ARCP currently does on its own: 12.4 years, compared to 6.9 years for ARCP, which has specialized in mid-duration net leases.
During the conference call, ARCP CFO Brian Block said the combined company was projecting double-digit growth annually for the next few years. For 2013, the company expects to make $400 million of acquisitions, followed by $1 billion in 2014.
The investor presentation cited other pluses for ARCP shareholders. Among them, the combined company will qualify for inclusion in both the MSCI and Russell 2000 indices and will likely enjoy a lower cost of capital, whether due to the lower cost of equity and debt thanks to the larger scale or to the potential for a future investment grade rating.