NEW YORK CITY—A little more than a week after the back-to-back departures of its executive chairman, CEO and president/COO were made public, American Realty Capital Properties said its board has devised strategic priorities for the ARCP and Cole Capital businesses. These include: evaluating the capital structure and allocation of capital to drive stockholder returns; actively managing the real estate assets in ARCP's 99.1-million-square-foot portfolio; stabilizing and growing Cole's non-traded REIT business; enhancing financial and operating information systems; reviewing and optimizing organizational structure and G&A expenses; and managing liabilities and cash flow during the review.
The net lease REIT said Wednesday that its lenders have granted it more time to report third-quarter and full-year 2014 results, and the company will suspend dividend payments on its common stock until the financial statements are filed. However, it's planning a payment to holders of its Series F preferred shares on Jan. 15.
In exchange for lenders extending the filing deadlines until March 2015, ARCP will permanently reduce the maximum amount of indebtedness under its unsecured credit facility to $3.6 billion. Currently it has $3.2 billion outstanding under that facility.
Further, the REIT has agreed that until it delivers the Q3 and FY statements, as well as revisions to its Q1 and Q2 reports, no further loans or letters of credit will be requested under its credit facility. There will also continue to be a permanent covenant that requires ARCP to maintain a $10.5-billion unencumbered asset pool.
The board has retained recruitment firm Korn Ferry to help in lining up a successor to CEO David S. Kay, who resigned on Dec. 15; and an independent, non-executive chairman of the board, succeeding Nicholas Schorsch, who stepped down as ARCP's executive chairman on Dec. 12. The board intends to fill both positions “as expeditiously as possible.“ Until then, William Stanley will serve as interim CEO and interim chairman.
If its financials are under internal audit and its leadership in a state of flux, ARCP nonetheless can look to solid fundamentals in its portfolio. The board reviewed the strength and diversity of that portfolio, concluding that it provided “strong, predictable cash flows that contribute to the strength of ARCP's balance sheet.” As of Q2, the most recent quarter for which figures are available, it runs to 4,429 properties across 49 states, the District of Columbia and Puerto Rico and spans 94 industries.
Wednesday's announcement comes on the heels of a tumultuous eight weeks for the largest REIT in the net lease space. In late October, it disclosed accounting irregularities, leading to a plunge in the value of its stock and the replacement of its CFO and chief accounting officer, and shortly thereafter RCS Capital cancelled its planned $700-million acquisition of the Cole Capital business. ARCP filed a breach-of-contract suit against RCAP and subsequently settled the dispute. Earlier this month, Schorsch, Kay and president/COO Lisa Beeson resigned, and later that same week former chief accounting officer Lisa McAlister filed a defamation suit that named Scorsch, Kay and ARCP itself as defendants.
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