Market Overview

American Realty Capital Properties Extends Tender Offer for Cole Credit Property Trust for $7.25/Share


American Realty Capital Properties, Inc. ("ARCP") (NASDAQ: ARCP) announced today that its wholly-owned subsidiary, Desert Acquisition, Inc. ("Merger Sub"), has extended its tender offer (the "Offer") to purchase all of the outstanding shares of Cole Credit Property Trust, Inc. ("CCPT") common stock for $7.25 per share in cash, net to the seller in cash, without interest and less any applicable withholding taxes. All terms and conditions of the Offer, other than the expiration date, remain the same.

American Realty Capital Properties, Inc. Unless extended further, the Offer will now expire at 5:00 p.m., New York City time, on May 16, 2014. The Offer was previously scheduled to expire at 12:00 midnight, New York City time, on April 25, 2014 (the end of the day on April 25, 2014).

The Offer was extended because the condition to the Offer that certain lender consents under mortgage loans secured by certain of CCPT's properties was not satisfied by the previously scheduled expiration date of the Offer.

As of 12:00 midnight at the end of the day, New York City time, on April 25, 2014, preliminary results indicated that approximately 6,364,125 shares of CCPT common stock had been tendered and not withdrawn, representing approximately 63% of CCPT's outstanding shares of common stock.

The Offer is being made pursuant to a previously disclosed Agreement and Plan of Merger, dated as of March 17, 2014, among ARCP, Merger Sub and CCPT (the "Merger Agreement"). Under the Merger Agreement, Merger Sub will not be permitted to accept the shares that are validly tendered in response to the Offer unless the number of shares validly tendered and not validly withdrawn, together with the shares of CCPT common stock already beneficially owned by ARCP and Merger Sub, represent at least a majority of the shares of CCPT common stock outstanding as of immediately prior to the expiration of the Offer, as extended (the "Minimum Tender Condition"). If that condition is satisfied and Merger Sub purchases the shares that are validly tendered and not validly withdrawn, subject to certain conditions, and, if required, the exercise by Merger Sub of an option to purchase additional shares pursuant to the Merger Agreement, CCPT will promptly be merged with and into Merger Sub (the "Merger") in a transaction in which ARCP will become the sole stockholder of Merger Sub (the successor company to CCPT) and the persons who are stockholders of CCPT immediately prior to the Merger will receive the same amount per share that they would have received if they had validly tendered their CCPT common stock in response to the Offer. The Offer is subject to certain conditions in addition to the Minimum Tender Condition, including the receipt of certain third-party consents.

The information agent for the tender offer is Cole Capital Corporation (the "Information Agent"). CCPT stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials or who have questions regarding the Offer should contact the Information Agent at 2325 E. Camelback Road, Suite 1100, Phoenix, Arizona 85016 or by calling toll-free (866) 907-2653.

DST Systems, Inc. is acting as depositary for the Offer. Proskauer Rose LLP and Venable LLP are acting as legal counsel to ARCP and Morris, Manning & Martin, LLP and Miles & Stockbridge P.C. are acting as legal counsel to CCPT in connection with the transaction.

Posted-In: M&A News Press Releases


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