RCS Capital Abandons $700 Million Cole Capital Acquisition

RCS Capital Corp. (RCAP) said Monday it has terminated a planned $700 million purchase of Cole Capital Advisors Inc. from American Realty Capital Properties Inc. (ARCP) days after the seller dismissed two executives and warned of financial irregularities.

New York-based RCS Capital said last month it would acquire Cole Capital, an investor in commercial real estate. But ARCP last week disclosed accounting issues in its first and second quarter results, saying that its chief financial and chief accounting officers had resigned and regulators were investigating.

ARCP said the errors resulted in an overstatement of adjusted funds from operation and an understatement of the company's net loss for the first two quarters of the year. But the company said last week that it did not expect the issues to impact the Cole Capital sale.

Cole Capital was acquired by ARCP as part of its larger 2013 deal to buy Cole Real Estate Investments Inc. for $11.2 billion. ARCP in announcing the RCS Capital deal on Oct. 1 said that as part of the transaction it would have the ability to participate in a series of real estate investment programs sponsored by Cole Capital.

RCS Capital in a brief statement Monday said it had terminated both its agreement to buy Cole as well as related sub-advisory agreements that were also in place. RCS Capital, a full-service brokerage, did not list a specific reason for the termination.

Both RCS Capital and ARCP are chaired by real estate investor Nicholas Schorsch.

ARCP has used a series of acquisitions to grow to be the largest U.S. owner of single-tenant buildings, but the company's latest disclosures have sent investors fleeing. The company's shares lost more than 25% of their value last week, and fell an additional 13%, or $1.17, to $7.74 on Monday morning.

Shares of RCS Capital fell 8.59%, or $1.41, to $15 apiece at the open.

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