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Luxor Capital Group Announces That It Intends To Vote Against The Proposed American Realty Capital Trust Merger

Stocks in this article: ARCTO

NEW YORK, Oct. 15, 2012 /PRNewswire/ -- Luxor Capital Group, LP, a New York based investment manager ("Luxor"), beneficially owns and controls 10,112,796 common shares of American Realty Capital Trust (NYSE: ARCT), or approximately 6.4% of the common shares outstanding.  Luxor will not support the proposed merger agreement in its current form.

On September 6, 2012 ARCT and Realty Income Corporation (NYSE: O) announced the terms of their proposed merger, with ARCT shareholders to receive 0.2874 shares of Realty Income for every one share of ARCT.  The consideration paid, based upon the previous night's closing prices of both ARCT and Realty Income, represented a 2% premium for ARCT shareholders.  ARCT's Board of Directors unanimously recommended the transaction to its shareholders.

The transaction's benefit to Realty Income shareholders is apparent.  The merger is instantly accretive to adjusted funds from operations (AFFO) per share, it allows for a substantial and immediate increase in Realty Income's pro forma dividend per share, it extends Realty Income's weighted average lease life and it raises occupancy rates on a pro forma basis[i].  In one transaction, Realty Income will be able to increase its dividend per share by an amount greater than it has achieved through acquisitions and organic growth over the last 4 years combined [ii]

In contrast, for ARCT shareholders, the deal is dilutive to AFFO per share, brings additional lease roll risk and, most importantly, dramatically dilutes the dividend yield.  Prior to the proposed merger, ARCT had approximately a 6% dividend yield with high-quality tenants and no material lease rolls for five years[iii].   Realty Income had a 4.3% dividend yield and greater lease roll risk over the next five years.  Luxor does not believe that increased size and liquidity warrant such a dilutive deal.

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