Realty Income Strategic, Financial and Portfolio Benefits
This acquisition significantly advances Realty Income’s strategic objective to further enhance the credit quality of its real estate portfolio. Approximately 75% of the rental revenue added in this transaction will be generated by investment-grade tenants including: FedEx, Walgreen’s, CVS, the GSA, Dollar General, Express Scripts, PNC Bank, and Whirlpool. The addition of these tenants to Realty Income’s existing portfolio increases the company’s revenue generated by investment-grade tenants from approximately 19% to 34% of pro forma total revenue.
Accretion to Earnings and Dividends
The transaction is expected to be immediately accretive to Realty Income’s FFO, and it is anticipated that annualized FFO per share will increase by approximately $0.20-$0.22. Annualized AFFO per share is expected to increase by approximately $0.14-$0.16 per share. Given the positive impact the transaction is expected to have on operating results, Realty Income anticipates that, upon closing, it will increase its dividend by approximately $0.13 per share, or 7.1% to approximately $1.94 per share, while maintaining a conservative payout ratio.
With the addition of these properties to the portfolio, the pro forma rental revenue generated by Realty Income’s 10 largest industries declines from 73% to 64%, its largest 15 tenants declines from 49% to 42%, and its revenue from retail properties declines from 86% to 77%. This added diversification further strengthens the sources of the lease revenue supporting the payment of monthly dividends.
Increases to Occupancy, Lease Duration and Reduction in Lease Rollover
Based on June 30, 2012 data, the overall occupancy of the combined real estate portfolio will increase to 97.7% from 97.3%, pre-transaction.
The average remaining lease term, after the transaction, will increase to 11.4 years as compared to 11.1 years, pre-transaction. In addition, Realty Income will also reduce its exposure to near-term lease expirations, with no significant lease rollover occurring until 2020.
Increased Size and Scale
Upon closing of the transaction, based on current prices, Realty Income would have a pro forma enterprise value of approximately $11.4 billion, a pro forma total equity market capitalization of $7.6 billion, and will be the largest publicly traded net lease REIT by a factor of two times. Realty Income’s management believes the increased size and scale resulting from the transaction further enhances Realty Income’s ability to execute large transactions and strengthens its position as an industry consolidator in the relatively fragmented market of net leased real estate.
Impact on Balance Sheet
The transaction is essentially balance sheet neutral. Realty Income will issue approximately 45.6 million shares with a market value of approximately $1.9 billion and assume approximately $526 million of American Realty Capital Trust company debt, and Realty Income will immediately repay approximately $574 million of outstanding debt and transaction expenses. Through the issuance of $1.9 billion of common equity without any issuance costs, Realty Income will be able to maintain its strong balance sheet.
Integration and Operating Synergies
All of the properties owned by American Realty Capital Trust are net leased properties similar to Realty Income’s existing property portfolio. As such, Realty Income believes any integration, additional resources or ongoing expenses will be minimal in order to integrate the American Realty Capital Trust properties into Realty Income. None of the employees of American Realty Capital Trust will remain with Realty Income, and Realty Income anticipates hiring only four to six additional employees as a result of the transaction. In addition, Realty Income, upon closing, will maintain its current board membership and structure.
American Realty Capital Trust Transaction Rationale
Attractive Return to ARCT Shareholders
Upon closing, ARCT shareholders will receive a fixed exchange ratio of 0.2874 Realty Income shares for each share of ARCT common stock that they own. This reflects, at $12.21 per share, a compounded annual return to ARCT’s shareholders since the NASDAQ listing on March 1, 2012, including dividends in excess of 40%.
Premium to Share Price and Asset Values
This transaction enables the shareholders of American Realty Capital Trust to capitalize on the recent upward price movement of the shares of ARCT, and to achieve a premium valuation for their shares. Furthermore, ARCT’s assets were acquired at an opportune time in the market. This transaction allows ARCT’s shareholders to realize a premium over their purchase price.
Accretion to Earnings
and Expected Dividend Increase
Like Realty Income shareholders, American Realty Capital Trust shareholders will benefit from the anticipated annualized FFO per share accretion of approximately $0.20-$0.22 per share and annualized AFFO per share accretion of approximately $0.14-$0.16 per share. Given the positive impact the transaction is expected to have on operating results, Realty Income anticipates that, upon closing, it will increase its dividend by approximately $0.13 per share, or 7.1%.
Participation in Creation of Largest Net Lease REIT
Upon the closing of this transaction, ARCT’s shareholders will own over 25% of Realty Income, which will become the largest publicly traded net lease REIT by a factor of two times, with a pro forma enterprise value of approximately $11.4 billion, and a pro forma total equity market capitalization of $7.6 billion based on current prices. In fact, Realty Income will become the 18
largest publicly-traded REIT. American Realty Capital Trust’s management believes the increased scale of the enterprise and broader diversification of property portfolio will enable Realty Income to further execute large transactions and substantially improve their position as an industry consolidator in the relatively fragmented market of net leased real estate.
Strong Balance Sheet and Investment Grade Credit Ratings
American Realty Capital Trust shareholders will benefit from higher unsecured credit ratings as Realty Income is rated BBB+ by Fitch Ratings, Baa1 by Moody’s Investors Services, and BBB by Standard & Poor’s Ratings Group.
Realty Income’s credit quality, consistent long-term total return performance and record of earnings and dividend growth, coupled with an unusually strong balance sheet, make it among the lowest cost borrowers in the industry, a distinct competitive advantage in the net lease sector. Following completion of the transaction, ARCT’s management and board of directors will own over $35 million of Realty Income common and preferred equity.
Ownership of the Best Performing Net Lease REIT over a 40-Year Timeframe
Realty Income has paid 505 consecutive monthly dividends since 1970, and has increased its monthly dividend 67 times since its listing on the NYSE. Its annual dividend has increased from $0.90 per share in 1994 to $1.94, including the potential for a dividend increase upon the closing of the transaction. Additionally, since Realty Income’s listing on the New York Stock Exchange in 1994, the compounded annual return to shareholders has been 18.1%, which is 700 basis points over the NAREIT Index and over 850 basis points over the Dow Jones Industrial Average, Standard & Poor’s 500, and the NASDAQ Index.
BofA Merrill Lynch and Wells Fargo Securities acted as exclusive financial advisors to Realty Income on the transaction and Latham & Watkins LLP acted as legal counsel. Goldman, Sachs & Co. acted as exclusive financial advisor to American Realty Capital Trust and Proskauer Rose LLP acted as legal counsel.