This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

American Realty Capital Properties To Issue Common And Series D Preferred Stock Via Private Placement To Series C Preferred Holders At Closing Of Merger With CapLease

NEW YORK, Sept. 16, 2013 /PRNewswire/ --  American Realty Capital Properties, Inc. ("ARCP" or the "Company") (NASDAQ: ARCP) announced today it has entered into definitive purchase agreements pursuant to which it will issue Series D Cumulative Convertible Preferred Common Stock ("Series D Preferred"), par value $0.01 per share, at a 5.81% coupon and common stock, par value $0.01 per share, to institutional holders of Series C Convertible Preferred Stock ("Series C Preferred") at the close of ARCP's pending merger with CapLease, Inc. ("CapLease") via private placement.  In accordance with the terms of the purchase agreement relating to the Company's previously issued Series C Preferred dated June 4, 2013, Series C Preferred will be redeemed for cash or common stock. Pursuant to the new definitive purchase agreements, ARCP will issue approximately 21.7 million shares of Series D Preferred and 15.1 million shares of common stock to the holders of Series C Preferred. The Company expects such private placement's aggregate net proceeds to be approximately $481 million.

(Logo: http://photos.prnewswire.com/prnh/20120529/NY15147LOGO)

ARCP also announced that it has agreed to purchase the approximately 28.4 million Series C Preferred Contingent Value Rights issued with the shares of Series C Preferred for approximately $25.6 million or $0.90 per share, representing a $1.10 discount to face value. On September 11, 2013, ARCP retired Common Stock Contingent Value Rights held by the holders of common stock from its previous private placement for approximately $44.1 million. The Company's new private placement and elimination of Series C Preferred Contingent Value Rights removes overhang created by its previous Series C Preferred issuance.

ARCP's conversion of Series C Preferred reduces its balance sheet encumbrance by approximately $445 million and enhances the Company's ability to complete previously announced real estate acquisitions from its organic pipeline and strategic acquisitions. The Company's new private placement provides financing clarity regarding its expected upcoming transactions. The Series D Preferred, which contains some permanent financing features, replaces the temporary financing created by ARCP's previously issued Series C Preferred. The shares of Series D Preferred will be convertible, in certain circumstances, into common stock or Series E Cumulative Preferred Stock or redeemable into cash, at the discretion of the Company. The common stock to be issued in the private placement will be restricted and will only be tradable upon the filing of a prospectus supplement to register such shares.

About ARCP

ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market that qualified as a real estate investment trust for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011, focused on acquiring and owning single tenant freestanding commercial properties subject to net leases with high credit quality tenants. Additional information about the ARCP can be found on its website at www.arcpreit.com . ARCP may disseminate important information regarding the Company and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.

Forward-Looking Statements

Information set forth herein (including information included or incorporated by reference herein) contains "forward-looking statements" (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect ARCP's expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, whether and when the transactions contemplated by the CapLease merger agreement will be consummated, ARCP's plans, market and other expectations, objectives, intentions, as well any expectations or projections with respect to ARCP.

1 of 2

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 17,265.99 +109.14 0.64%
S&P 500 2,011.36 +9.79 0.49%
NASDAQ 4,593.4250 +31.2360 0.68%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs