American Realty Capital Properties Inc. offered to buy Cole Credit Property Trust III Inc. for at least $5.7 billion, seeking to create one of the largest real estate investment trusts that leases space to single tenants.
American Realty bid $12 in cash or 0.80 of its common stock for each Cole Credit share, according to a statement today. The offer is valued at more than $9 billion including assumed debt, American Realty said.
Cole Credit, a Phoenix-based nontraded REIT that owns more than 900 single-tenant office, retail and industrial properties, agreed earlier this month to buy Cole Holdings, the company that sponsors it, with plans to go public after the merger. American Realty’s offer is better for Cole Credit’s shareholders, Nicholas Schorsch, American Realty’s chief executive officer, said in a letter to the board.
“Our proposal will provide a higher level of consideration delivered sooner and with greater certainty,” he wrote. The company first communicated interest in a potential deal before the Cole Holdings acquisition was announced, and didn’t receive any response, he said.
Eric Waters, a Cole Credit spokesman, said he had no immediate comment. A call to John Bacon, a Cole Holdings spokesman, wasn’t immediately returned.
Nonlisted REITs such as Cole Credit are illiquid investments typically marketed to individual investors by brokers. They have a designated lifespan in which they must give shareholders the opportunity to get their money back, often through mergers or listing on exchanges.
Cole Credit holders will have immediate liquidity, with the ability to sell their shares without a lockup period, Schorsch said. He doesn’t expect the deal to require regulatory approval, while the Cole Holdings plan must be affirmed by the Financial Industry Regulatory Authority, he said.
The offer is at least 20 percent more than the original Cole Credit offering price to investors in the REIT of $10 a share, Schorsch said. The combined companies would own 1,706 properties with more than 400 tenants.
Cole Credit Property Trust II Inc., another nonlisted owner of primarily single-tenant properties, agreed in January to acquire Spirit Realty Capital Inc. through a reverse merger in a deal valued at about $3.6 billion. The new company will take Spirit’s name and keep its management.
Schorsch said in an interview said he expected Cole Credit executives to be “congenial” in response to the offer. His proposal is fully funded and backed by Barclays Plc, he said.