Seven Firms Converge on $11.2 Billion REIT Deal

, The Am Law Daily

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UPDATE, 10/24/13, 5:00 p.m. EDT: Orrick, Herrington & Sutcliffe is representing Barclays as a financial adviser to American Realty on the deal. Orrick corporate partners Karen Dempsey and Peter Rooney are working on the matter along with managing associate Jonathan Solorzano.

American Realty Capital Properties had to wait more than seven months, but it finally reached a deal to create the country's largest real estate investment trust (REIT) in the net lease sector.

American Realty has agreed to acquire rival Cole Real Estate Investments in a cash and stock deal worth $11.2 billion, including assumed debt. Announced Wednesday , the transaction calls for American Realty to pay Cole shareholders either 1.0929 of its own shares or $13.82 in cash for each Cole share. The stock offer valued each Cole share at $14.59—a 13.8 percent premium, based on both companies' Tuesday closing prices.

American Realty offered Cole $5.7 billion in March as part of an unsolicited takeover bid worth a total of $9 billion, including debt. The offer was withdrawn the next month after Phoenix-based Cole rebuffed American Realty in favor of purchasing its own external manager, Cole Holdings Corporation, from founder and chairman Christopher Cole for roughly $127 million. Cole then moved ahead with a previously planned public offering in June.

American Realty has also been busy since withdrawing that initial bid for Cole, reaching an agreement to acquire rival REIT CapLease in a transaction worth $2.2 billion. And in July, American Realty agreed to buy related company American Realty Capital Trust IV (ARCT IV) for roughly $3.1 billion in cash and stock.

All the same, American Realty still wanted to strike a deal with Cole. With an agreement now in place, the two companies are set to form a REIT with an enterprise value of $21.5 billion and a combined portfolio that includes more than 3,700 properties—most of which are retail locations leased to more than 600 tenants, among them major companies such as Bed Bath & Beyond, FedEx and Walgreens. The deal is expected to close in the first half of 2014, pending the approval of regulators and both companies' shareholders.

Proskauer Rose is advising American Realty on the deal after serving the same function on the company's failed bid for Cole earlier this year. The firm also advised American Realty on the CapLease deal and provided legal advice to both American Realty and ARCT IV on their July deal (Duane Morris served as lead counsel to American Realty on the latter transaction).

Proskauer's team working on the agreement with Cole is led by partners Peter Fass and Steven Lichtenfeld, coheads of the firm's real estate capital markets group, and by M&A partner Daniel Ganitsky, all of whom are based in New York. Employee benefits partner Ira Bogner, finance partner Andrew Bettwy, tax partner Les Loffman, real estate partner Eric Remensperger, financial services group cohead Kathy Rocklen, litigation partner Sarah Gold, finance senior counsel Rajani Gupta and tax special counsel Timothy Donovan are also advising. The Proskauer associates working on the matter are Stephen Brecher, Adela Cho, Alice Dullaghan, Erin Durba, Michael Ellis, William Fogleman, Rachel Hughes, Andrea Hwang, Martha Rose, Kate Sheets, Yelena Simonyuk and Kevin Wilkins.

American Realty's general counsel is Jesse Galloway.

ARCT IV's support was required under the agreement and the company's board has voted to approve to the deal. Weil, Gotshal & Manges is representing ARCT IV with a team that includes M&A partners Michael Aiello and Matt Gilroy, as well as associates Joanna Jia and Megan Pendleton. Aiello previously led a Weil team advising ARCT IV on its sale to American Realty earlier this year; the firm also represented ARCT IV in connection with American Realty's previous bid for Cole.

Meanwhile, attorneys at Wachtell, Lipton, Rosen & Katz; Venable; and Morris, Manning & Martin are advising Cole on the transaction. Morris Manning previously represented Cole in connection with its purchase of Cole Holdings, while both Wachtell and Venable advised a special committee of Cole's board on that matter. All three firms also had a hand in Cole's rejection of American Realty's initial takeover offer earlier this year.

The Wachtell attorneys working on Wednesday's agreement are led by real estate M&A partner Robin Panovka, corporate partner Ronald Chen and corporate associate Donald Casey. Corporate partner Trevor Norwitz, executive compensation and benefits partner Michael Segal, tax partner T. Eiko Stange, litigation partner William Savitt, antitrust partner Ilene Knable Gotts and litigation counsel Andrew Cheung are also advising. Other Wachtell associates working on the matter are D. Miishe Addy, Oliver Board, Caith Kushner, Michael Sabbah and Yuni Yan, along with visiting attorney Joanne Ong.

Baltimore-based corporate partner James Hanks Jr. is leading the Venable team on the deal along with associates Nicholas Collevecchio and Jeffrey Keehn. Morris Manning's team is led by firm chairman John Morris and corporate partner Lauren Burnham Prevost, both of whom are based in Atlanta. Kimberly Smith serves as Cole's general counsel.

Fried, Frank, Harris, Shriver & Jacobson corporate partners Philip Richter and Abigail Bomba, along with litigation partner Peter Simmons, are representing Goldman Sachs in its role as financial adviser to Cole in its sale to American Realty.

Sullivan & Cromwell also landed a role on the transaction, advising Cole chairman Christopher Cole with a team led by corporate partners Alison Ressler and Benjamin Weber in Los Angeles and New York, respectively. Compensation and benefits partner Matthew Friestedt, tax partner Andrew Mason, corporate special counsel Ann Chen and compensation and benefits special counsel Henrik Patel are also working on the matter. The S&C associates working on the deal are Jeanette Braun, Guy Inbar, Georg Kraus-Vilmar, Gideon Rov and Jane Wang.

S&C also advised Christopher Cole and Cole Holdings in both the sale of the external manager and the first American Realty bid earlier this year, according to our prior reporting.

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