Sandell Commends Improved ARCT-Realty Income Merger Terms

In response to American Realty Capital Trust (NASDAQ: ARCT) and Realty Income Corporation amending the terms of their merger agreement, Sandell Asset Management’s Chief Executive Officer Thomas E. Sandell sent today the following letter to American Realty Capital Trust’s Board of Directors:
Board of Directors
American Realty Capital Trust, Inc.
405 Park Avenue, 14th Floor
New York, NY 10022
Attn: William M. Kahane, Chief Executive Officer and President


We are encouraged by the announcement yesterday from American Realty Capital Trust (“ARCT”) and Realty Income Corporation of the amended terms of the merger agreement. Aside from the incremental merger consideration in the form of cash, we appreciate Realty Income’s intention to increase the dividend to its stockholders to an annualized rate of $2.17 per share as this narrows the significant gap that exists between the dividend ARCT stockholders currently receive on a standalone basis relative to the expected dividend based on the proposed pro forma ownership in Realty Income. We will continue to monitor the situation and evaluate our options.


Thomas E. SandellChief Executive Officer

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