Global law firm Proskauer served as counsel to American Realty Capital Properties, Inc. (“ARCP”) in its underwritten public offering of $300.0 million of ARCP’s 3.00% Convertible Senior Notes due 2018 (“Notes”). The Notes are unsecured and include “Instrument X,” which means ARCP can choose to deliver, at its election, cash, shares of its common stock or a combination of cash and shares of its common stock to holders when they convert their Notes. The transaction closed on July 29, 2013. As a result of the offering, ARCP received $290.25 million in net proceeds from the offering and intends to use the net proceeds of the offering (a) to repay outstanding indebtedness under its existing senior secured credit facility (which will increase the availability of funds under such credit facility) and (b) for other general corporate purposes which includes investing in properties in accordance with its investment objectives. Additionally, the representatives for the underwriters delivered notice to ARCP on July 29, 2013 electing to partially exercise their over-allotment option to purchase $10.0 million of additional Notes, which is expected to close on or about August 1, 2013.
The Proskauer team was led by Peter Fass, Partner and co-head of the Real Estate Capital Markets Group, and Steven Lichtenfeld, Partner and co-head of the Real Estate Finance and Real Estate Capital Markets Groups, and included Associates Leon Volchyok, Rajesh Bandla and Jessica Chen (Corporate).
Most recently, Proskauer advised ARCP in its definitive merger agreement to acquire all of the outstanding shares of American Realty Capital Trust IV (“ARCT IV”) in a $3.1 billion transaction. In June, the Group advised ARCP in its announced $900 million private placement of common stock and convertible preferred stock. Additionally, the firm advised American Realty Capital Trust IV in its acquisition of a net lease retail portfolio of properties from General Electric Co’s (GE) financial arm for $1.45 billion, and American Realty Capital Properties in a separate purchase of a net lease retail portfolio from GE for $807 million. In May, the Group advised on American Realty Capital Properties merger agreement to acquire CapLease Inc. in a $2.2 billion transaction. In March, the Group advised on American Realty Capital Properties bid to acquire Cole Credit Property Trust III for $9.7 billion, as well as on American Realty Capital Properties acquisition of American Realty Capital Trust III to become one of the largest publicly traded REITs in the U.S., with a total enterprise value exceeding $3 billion.
