To: Bocor who wrote (16636 ) 10/23/2013 8:07:51 AM From: Triffin 1 RecommendationRecommended By
Read Replies (1) | Respond to ARCP to buy COLE in $11.2 Billion deal ..6:30 am Cole Real Estate Investments: American Realty Capital Properties ( ARCP ) and COLE announce merger agreement; transaction is valued at $11.2 billion; ARCP's offer is valued at $14.59 per Cole common share based on the fixed exchange ratio of 1.0929; ARCP to increase annual dividend to $1.00/share from $0.94/share; updates FY14 AFFO guidance following merger ( COLE ) : Co announced today that they have signed a definitive agreement to merge the two companies. The transaction is valued at $11.2 billion and will create the largest net lease REIT with an enterprise value of $21.5 billion. The Merger Agreement has been unanimously approved by the board of directors of each company and is subject to customary closing conditions, including stockholder votes by both companies. ARCP has secured $2.75 billion of fully committed financing from Barclays in connection with the transaction, which is expected to close in the first half of 2014. erms: Under the terms of the Merger Agreement, Cole will merge with and into a wholly owned subsidiary of ARCP. Cole stockholders may elect to receive 1.0929 shares of ARCP common stock (reflecting a fixed exchange ratio) or $13.82 cash for each share of Cole common stock. In the event elections for payment in cash exceed 20% of Cole's outstanding shares, such elections would be prorated. ARCP's offer is valued at $14.59 per Cole common share based on the fixed exchange ratio of 1.0929 and ARCP's closing price of $13.35 on October 22, 2013 . The offer price represents a premium of 13.8% based on Cole's closing price on October 22, 2013 of $12.82. Shares of ARCP common stock issued to Cole stockholders are expected to be registered, fully tradable, listed on the NASDAQ and not subject to any "lockup." For U.S. federal income tax purposes, the transaction is intended to be tax free for Cole stockholders, except with respect to cash received. ARCP will increase its annualized dividend $0.06 to $1.00 per share upon the close of the merger. Dividend Increase: ARCP will increase its annualized dividend by $0.06, from $0.94 to $1.00 per share to take effect upon the close of the Cole merger. Each company intends to continue its current dividend rate until the close of the transaction, including ARCP's previously declared $0.03 annual dividend increase to take effect upon the earlier to close of the pending CapLease or ARCT IV transactions. For Cole stockholders who elect to receive stock consideration, annualized dividends per share will increase by approximately $0.37, or 52%. The Co issues guidance for FY14 (Dec), sees FFO of $1.13-1.19, may not be comparable to $0.87 Capital IQ Consensus Estimate (prior guidance $1.17-1.21 AFFO)
