Exhibit 99.1
ARCP and Cole Merge to
Create World’s Largest Net Lease REIT
2
Information set forth herein (including information included or incorporated by reference herein) contains “forward-looking
statements”
(as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect American Realty
Capital Properties, Inc.’s (“ARCP”), CapLease, Inc.’s (“CapLease”), American Realty Capital Trust IV, Inc.’s (“ARCT IV”) and
Cole Real Estate Investments, Inc.’
(“Cole”) expectations regarding future events. The forward-looking statements involve a
number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the
forward-looking statements. Such forward-looking statements include, but are not limited to, whether and when the transactions
contemplated by any of the merger agreements will be consummated, the combined company’s plans, market and other
expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including
regarding future dividends and market valuations, and estimates of growth, including funds from operations and adjusted funds
from operations and other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking
statements: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of any of the
merger agreements; (2) the inability to complete the LSE merger or failure to satisfy other conditions to completion of the LSE
merger; (3) the inability to complete the ARCT IV merger due to the failure to obtain ARCT IV stockholder approval of the ARCT
IV merger or the failure to satisfy other conditions to completion of the ARCT IV merger, including that a governmental entity
may prohibit, delay or refuse to grant approval for the consummation of the ARCT IV merger; (4) the inability to obtain regulatory
approvals for the Cole merger transaction and the approval by ARCP’s stockholders of the issuance of ARCP common stock in
connection with the Cole merger and the approval by Cole’s stockholders of the Cole merger; (5) risks related to disruption of
management’s attention from the ongoing business operations due to the proposed mergers; (6) the effect of the announcement of
the proposed mergers on ARCP’s, LSE’s, ARCT IV’s or Cole’s relationships with their respective customers, tenants, lenders,
operating results and businesses generally; (7) the outcome of any legal proceedings relating to any of the mergers or the merger
agreements; and (8) risks to consummation of the mergers, including the risk that the mergers will not be consummated within the
expected time period or at all. Additional factors that may affect future results are contained in ARCP’s, LSE’s, ARCT IV’s and
Cole’s filings with the U.S. Securities and Exchange Commissions (“SEC”), which are available at the SEC’s website
at
www.sec.gov. ARCP, LSE, ARCT IV and Cole disclaim any obligation to update
and revise statements contained in these
materials based on new information or otherwise.
Forward-Looking Statements
3
Executive Summary
Merger Creates the World’s Largest Net Lease REIT: 64% larger than the closest comparable net lease REIT.
Size and scale create operating and revenue efficiencies including lower cost of capital, superior growth
opportunities and higher investor returns.
Significant Operating Efficiencies:
$70 million of annual expense synergies expected in the first year.
Financial Benefits Include Dividend Increase and AFFO Growth:
Dividend per share on closing increases to
$1.00. 86%
(1)
AFFO payout ratio still allows for future dividend increases during 2014. Guidance for 2014 AFFO
growth estimates updated to $1.13 –
$1.19 per share (fully diluted)
(1)
.
Best-in-Class Portfolio: Superior diversification by asset type tenancy, industry and geography, 47% investment
grade tenancy, 99% occupied, 11 years remaining average lease term.
Deleveraging:
Net debt to EBITDA ratio declines from 9.1x to 7.7x by year-end 2014. Including preferred
securities, net debt to EBITDA ratio declines from 11.2x to 8.7x
(1)
.
Exceptional Human Capital: Unification of ARCP and Cole management teams forge competitive advantage
from deep industry knowledge and broad industry relationships.
Extensive Portfolio Integration Experience: ARCP has extensive experience managing all aspects of
approximately $12 billion of mergers and announced acquisitions year-to-date.
(1) Assumes Cole stockholders elect merger consideration of 80% common stock and 20% cash.
4
Summary of Material Merger Terms
Consideration per Cole Common Share:
1.0929 ARCP shares fixed exchange ratio or $13.82 cash
Aggregate cash election limited to 20% (subject to proration)
Implied stock consideration of $14.59 represents a 13.8% premium
to Cole stockholders based on
closing price on October 22, 2013
Common Dividend:
ARCP common dividend increases $0.06 from $0.94
(1)
to $1.00 per share at closing:
-
ARCP stockholders: 6.4% dividend increase
-
Cole stockholders: 51.8%
(2)
dividend increase
Financing:
$2.75 billion fully committed financing provided by Barclays
Timing:
Closing expected in first half of 2014
Subject to SEC review, stockholder vote of both companies and other closing conditions
(1)
ARCP will increase its current dividend of $0.91 to $0.94 per share upon the earlier to close of transaction with ARCT IV
or CapLease.
(2)
Based on an exchange ratio of 1.0929 multiplied by ARCP pro forma dividend per share of $1.00 and Cole’s existing
dividend per share of $0.72.
ARCP Acquiring Cole for $11.2 Billion (including assumption of debt)
Stockholder Benefits
Net Lease Leadership
5
6
Net Lease Leadership: World’s Largest Net Lease REIT
Enterprise Value ($ in billions)
64% Larger than Closest Comparable
(1)
Source: SNL Financial and Company models.
(1) Based on ARCP stock price of $13.35 as of market close on October 22, 2013. Represents pro forma balances including
the completion of the CapLease merger, ARCT IV merger, the remaining acquisitions of the Inland and Fortress portfolios
and other pipeline properties.
(2) WPC includes announced acquisition of CPA:16.
(2)
(1)
$25.0 $20.0 $15.0 $10.0 $5.0 $0.0
$21.5 $13.1 $10.6 $10.3 $9.9 $6.1 $5.5 $4.5 $3.6 $0.6
ARCP Pro Forma O WPC ARCP COLE NNN SRC LXP CSG ADC
7
2014 AFFO Multiple: Sector Leader vs. Peers
2014 Dividend Yield: Sector Leader vs. Peers
Source: SNL Financial, IBES median consensus estimates. Market data as at October 22, 2013.
Note: Industrial sector average includes DCT, DRE, EGP, FPO, FR,
LRY, REXR, STAG, TRNO. Office sector average includes BDN, BPO, CLI, CUZ,
CWH, DEI, GOV, HIW, HPP, KRC, LRY, OFC, PDM, PKY, PSB, SLG, VNO,
WRE. Multifamily sector average includes ACC, AEC, AIV, AMH, ARPI,
AVB, BRE, CCG, CPT, EDR, ELS, ESS, HME, MAA, PPS, SUI, UDR, UMH.
Malls sector average includes TCO, SKT, GGP, WDC, MAC, GRT, PEI,
CBL.
Net Lease Leadership: Valuation Benefits of Scale;
AFFO Multiple and Dividend Yield
22.7x
19.7x
15.9x
15.0x
Industrial
Office
ProLogis
Sector Avg
Sector Avg
Boston
Properties
6.8x premium
4.7x premium
18.0x
16.2x
Multifamily
Sector Avg
Equity
Residential
1.8x premium
2.8%
2.4%
3.7%
3.7%
Industrial
Office
Sector Avg
Sector Avg
90 bps premium
130 bps premium
2.9%
4.2%
Multifamily
Sector Avg
130 bps premium
17.1x
14.8x
Malls
Sector Avg
Simon
Property
Group
2.3x premium
2.9%
3.4%
Malls
Sector Avg
50 bps premium
ProLogis
Boston
Properties
Simon
Property
Group
Equity
Residential
8
REIT Name
Equity Cap (mm)
Industry
S&P 500
Inclusion
Dividend
Yield
# of Analysts
1
Simon Property Group, Inc.
$49,575
Regional Mall
Yes
2.9 %
27
2
American Tower Corporation (REIT)
31,651
Specialty
Yes
1.4 %
23
3
Public Storage
29,487
Self-Storage
Yes
2.9 %
22
4
Weyerhaeuser Company
17,660
Specialty
Yes
2.9 %
15
5
Equity Residential
19,988
Multi-family
Yes
2.9 %
23
6
Prologis, Inc.
20,283
Industrial
Yes
2.8 %
20
7
HCP, Inc.
19,381
Health Care
Yes
4.9 %
18
8
Ventas, Inc.
19,306
Health Care
Yes
4.1 %
15
9
Health Care REIT, Inc.
18,643
Health Care
Yes
4.7 %
19
10
AvalonBay Communities, Inc.
17,372
Multi-family
Yes
3.2 %
22
11
Vornado Realty Trust
16,773
Diversified
Yes
3.3 %
14
12
Boston Properties, Inc.
16,667
Office
Yes
2.4 %
22
13
Host Hotels & Resorts, Inc.
13,913
Hotel
Yes
2.6 %
24
ARCP Pro Forma
(1)
9,292
Net Lease
7.5%
5
14
Kimco Realty Corp.
8,615
Shopping Center
Yes
4.0%
22
15
Macerich Company
8,325
Regional Mall
Yes
3.9%
21
Peer Average:
3.3%
21
Broader “Permanent”
Ownership | Added Liquidity and Price Support | Increased Research Coverage
Net Lease Leadership: S&P 500 Constituency
Source: SNL Financial. Peer equity capitalization as of October 22, 2013.
(1) Represents pro forma balances including the completion of the CapLease merger, ARCT IV merger, the remaining
acquisitions of the Inland and Fortress portfolios and other pipeline properties, plus the proposed Cole merger. Dividend
yield reflects $1.00 per share based on ARCP closing price on October 22, 2013. Assumes Cole stockholders elect merger
consideration of 80% common stock and 20% cash.
9
Net Lease Leadership: Greater MSCI US REIT Index
(“RMZ”) Weighting
Source: SNL Financial as of October 22, 2013.
(1) ARCP represents pro forma balances including the completion of the CapLease merger, ARCT IV merger,
the remaining acquisitions of the Inland and Fortress portfolios
and other pipeline properties. Assumes Cole stockholders
elect merger consideration of 80% common stock and 20% cash.
RMZ Top 15 | Superior Access to Capital | Enhanced Ability to Fund Future Growth
Company
Market Cap
(% of Total RMZ)
3-Month Avg. Daily Trading
Volume ($ in millions)
1
Simon Property Group
8.8%
$195
2
Public Storage
5.3%
87
3
General Growth Properties
3.6%
69
4
Equity Residential
3.6%
93
5
Prologis
3.5%
87
6
HCP
3.5%
122
7
Ventas
3.4%
102
8
Health Care REIT
3.3%
110
9
AvalonBay Communities
3.1%
82
10
Vornado Realty Trust
3.0%
72
11
Boston Properties
3.0%
92
12
Host Hotels & Resorts
2.5%
112
ARCP Pro Forma
(1)
1.6%
156
13
SL Green Realty Corp
1.6%
60
14
Kimco Realty Corp
1.5%
69
15
Macerich Co
1.5%
50
Top 15
51.2%
$1,402
10
Net Lease Leadership: Sector Growth and Consolidation
Source: SNL Financial as of October 22, 2013.
(1)2013 ARCP represents pro forma balances including the completion
of the CapLease merger, ARCT IV merger,
the remaining acquisitions of the Inland and Fortress portfolios
and other pipeline properties.
(2) WPC includes announced acquisition of CPA:16.
ARCP(1) COLE ADC CSG SRC LSE WPC(2) LXP NNN O
$70 $60 $50 $40 $30 $20 $10 $0
Billions
Total Enterprise Value — Net Lease Peers
$13.1
$13.9
$16.5
$18.7
$32.1
$64.2
(1)
Ticker
(2)
2008
2009
2010
2011
2012
11
Net Lease Leadership: Capitalizing on Consolidation
Greater Sector Acceptance
Previously characterized as “other”
and under-covered, the net lease sector is now
highly relevant due to growth and consolidation
-
Over $27 billion in net lease M&A in the last 24 months
Stable Income Investment:
Attractive for investors seeking dividend generation and income stability
Scale Advantages:
Increased scale creates operating and revenue synergies
-
Superior access to deals
-
Ability to absorb larger transactions
-
Strategic partner to corporate real estate –
lead dialogue on sale-leaseback
and conversion
Consolidation:
Similar M&A trends as in other sectors: Healthcare, Industrial, and Self-Storage
Size and Skill Matters:
Leaders and innovators accelerate while competitors lag
Stockholder Benefits
Best-in-Class Portfolio
12
13
Best-in-Class Portfolio
Properties
3,732
Total Square Feet
102 million
Investment Grade (by
Rent)
47%
Occupancy
99%
Average Remaining
Lease Term (by Rent)
11 years
Enterprise Value
(2)
$21.5 billion
Pro Forma
Source: SNL Financial, SEC Filings and Company models.
(1) Represents pro forma balances including the completion of the CapLease merger, ARCT IV merger,
the remaining acquisitions of the Inland and Fortress portfolios
and other pipeline properties.
(2) Based on ARCP and Cole stock price as of market close on October
22, 2013.
Largest and Highest Quality Net Lease REIT
(1)
100% of Top 10
Tenants are Rated
14
% of Rent Rating
3.5%
BBB
3.1%
A-
2.9%
BBB+
2.5%
BBB-
2.1%
BBB
2.0%
BB+
2.0%
B
1.9%
BBB-
1.9%
AA+
1.8%
A
Total
23.7%
83.1%
Best-in-Class Portfolio: Leading Investment Grade
Tenancy Among Top 10 Tenants
ARCP Pro Forma(1)
100% of Top 10 Tenants are Rated
16.9% 83.1%
Investment Grade Rated
Non-Investment Grade
Strong and Diverse Tenant Base
Note: Weighted based on GAAP rent, including multi-tenant assets owned by Cole.
(1) Represents pro forma balances including the completion of the CapLease merger, ARCT IV merger,
the remaining acquisitions of the Inland and Fortress portfolios
and other pipeline properties, plus the proposed Cole merger.
15
Single Tenant Retail
Single Tenant Industrial/Distribution
Single Tenant Office
Multi-Tenant Retail
54.9%
26.2%
18.9%
23.9%
11.1%
51.1%
13.9%
ARCP
ARCP Pro
Forma
Source: SNL Financial, SEC Filings and Company models.
Note: Weighted by unadjusted book value.
(1) Represents pro forma balances including the completion of the CapLease merger, ARCT IV merger,
the remaining acquisitions of the Inland and Fortress portfolios
and other pipeline properties.
Best-in-Class Portfolio: Asset Diversification
COLE
46.3%
21.0%
25.0%
7.7%
(1)
16
ARCP
(1)
ARCP Pro
Forma
(1)
COLE
Best-in-Class Portfolio:
Geographic Diversification
State
%
State
%
State
%
TX
10.7%
TX
16.3%
TX
13.2%
IL
7.0%
GA
8.2%
FL
6.3%
PA
6.1%
AZ
8.1%
IL
6.2%
FL
6.0%
CA
7.4%
CA
6.2%
CA
5.1%
FL
6.8%
GA
5.8%
MO
4.3%
IL
5.3%
AZ
4.1%
OH
4.3%
NJ
3.4%
PA
4.0%
IN
4.2%
OH
3.2%
OH
3.8%
GA
4.0%
MI
3.2%
MI
3.4%
MI
3.6%
SC
3.0%
IN
3.1%
55.3%
64.8%
56.1%
Source: SNL Financial, SEC Filings and Company models.
Note: Weighted based on unadjusted book value.
(1) Represents pro forma balances including the completion of the CapLease merger, ARCT IV merger,
the remaining acquisitions of the Inland and Fortress portfolios
and other pipeline properties with Cole.
17
(1)
Based on percentage of GAAP rent. Represents pro forma balances including the completion of the CapLease merger,
ARCT IV merger, the remaining acquisitions of the Inland and Fortress portfolios and other pipeline properties with Cole.
4.0% of Leases Mature on Average in the Next 5
Years
Best-in-Class Portfolio: Attractive Lease Maturity
Profile
Weighted Average Remaining Lease Term: 11 Years
ARCP Pro Forma Lease Maturities — Next 5 Years(1)
0.2 0.18 0.16 0.14 0.12 0.1 0.08 0.06 0.04 0.02 0
41640 42005 42370 42736 43101
0.015694376 2.8% 4.1% 6.3% 5.2%
Stockholder Benefits
Financial Benefits
18
19
AFFO Growth:
2014
AFFO guidance of $1.13 to $1.19 per share, compared with 2013 guidance of $0.91 to
$0.95 per share. Updated guidance still allows for future dividend increases during 2014.
Increase in Dividends:
Increased annualized dividend $0.06 to $1.00 per share at closing. This represents a payout ratio
of 85% to 90%, allowing for future dividend increases during 2014. For Cole stockholders who
elect to receive all stock, annualized dividends per share will increase by approximately $0.37 or
51.8%
(1)
Operational Efficiencies and Cost Reductions:
$70 million of annual expense synergies expected in the first year largely through the reduction
and elimination of duplicate overhead costs and other non-essential expenses.
Combined Lower Cost of Capital:
Potential ability for the shares of the combined company to trade at a higher AFFO multiple, in
line with its peer set, could result in a significantly lower overall cost of equity.
Improved Leverage Profile:
Debt to EBITDA ratio declines from 9.1x to 7.7x by year-end 2014
(2)
. Including
preferred securities, debt to EBITDA ratio declines from 11.2x to 8.7x.
Financial Benefits: Overview
(1)
Based on an exchange ratio of 1.0929 multiplied by ARCP pro forma dividend per share of $1.00.
(2)
Assumes Cole stockholders elect merger consideration of 80% common stock and 20% cash.
20
Pro Forma Earnings Guidance
Anticipated Cole merger closing: First Half 2014
Low
High
2014 FFO / share (fully diluted)
$1.14
$1.20
2014 AFFO / share (fully diluted)
$1.13
$1.19
ARCP 2014 Updated Guidance
Pro Forma Leverage
12/31/13
(1)
(Pre-Cole Merger)
12/31/14
(1)
(Post-Cole Merger)
Net Debt / EBITDA
9.1x
7.7x
Net Debt + Preferred / EBITDA
11.2x
8.7x
Net Debt / Gross Assets
59%
51%
2014 Key Assumptions:
$11.2B purchase price for Cole,
including estimated transaction
costs
Cole stockholders elect 80%
stock, 20% cash
$70M of expense synergies
$0.06 dividend increase to
$1.00/share (86% AFFO payout
ratio)
$2.0B aggregate organic
acquisitions
Fully diluted weighted average
shares: 660M
YE fully diluted shares: 800M
(1)
Assumes the completion of the CapLease merger, ARCT IV merger and the remaining acquisitions of the
Inland and Fortress portfolios.
21
AFFO payout ratio of 85 to 90% provides room for future dividend growth
(1) Based upon dividend increase to $1.00 per share after the closing of the Cole transaction.
(2) Dividends based on dividend rate at the end of each period.
(3) Effective with the earlier to close of the ARCP’s merger with LSE and ARCP’s merger with ARCT IV.
Financial Benefits: Increased Dividend
8th Increase in ARCP’s Annualized Dividend(1)
Historical Annualized Dividend(2)
$1.020 $1.000 $0.980 $0.960 $0.940 $0.920 $0.900 $0.880 $0.860 $0.840 $0.820 $0.800
Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
ARCP Current Pro Forma (3)
ARCP+ COLE
$0.875 $0.880 $0.885 $0.890 $0.895 $0.900 $0.910 $0.940 $1.000
22
($ in millions)
Executive compensation
$ 4.5
Attrition
13.6
Stock compensation
7.8
G&A expense reduction
16.7
Corporate expense elimination
27.7
Total Synergies
$ 70.3
Combined G&A before synergies
$246.0
Synergies % of G&A
29%
$70 Million of Synergies in Year One
Financial Benefits: Expected Synergies
Integration
Significant Experience
23
24
Integration Experience
ARCP has extensive experience managing all aspects of merger integration
Focus on minimizing integration risks
Approximately $12 billion of Mergers and Announced Portfolio
Acquisitions Year-to-Date
Announced August 2013
$502,000,000
Portfolio
Acquisition
$774,000,000
Closed June 2013
Portfolio
Acquisition
$2,200,000,000
Expected to Close Q4 2013
Merger
Closed February 2013
$3,100,000,000
Merger
Expected to Close Q4 2013
$3,000,000,000
Merger
Announced August 2013
$2,000,000,000
Full Year Organic
Acquisitions
25
Cole Private Capital Management: Here to Stay
Cole Today:
Premier Sponsor:
A premier net lease non-traded REIT sponsor with more than $8.1 billion equity capital raised since
2007
Powerful Distribution Capacity:
Deep broker-dealer and financial advisor relationships across the entire non-traded REIT industry
Proven Real Estate Experience:
Proven real estate acquisition and operating expertise
-
Acquired over $14 billion of net lease real estate over past 10 years
-
Large, dedicated real estate team of 129 employees
Cole Tomorrow:
Business as Usual:
Continues to contribute meaningfully to revenue
Maintain Cole Brand/Retain Key Executives:
Retain key executives who will continue to operate under Cole brand
Sole Sponsor/Operator Net Lease Programs:
AR Capital, LLC has ceased to sponsor new retail net lease offerings
Average of $2 billion raised annually for direct investment net lease
programs since 2010
26
Office, Industrial &
Build-to-Suit
Retail & Warehouse
Distribution
Restaurants
Private Capital
Management
General Counsel
Chief Operating Officer
Chief Financial Officer
President
Pro Forma Organizational Chart
Supported by a team of over 100 professionals
Asset Management
Property
Management
Accounting
Legal
Human
Resources
Capital
Markets
Originations
Underwriting
Due Diligence
Financing
Investor
Relations
Marketing
Board of Directors
6 Independent Directors, including addition of 2 Independents from Cole
Chief Executive Officer
27
Experienced
Senior Management
Experience in building and
managing publicly traded and non-
traded companies
Expertise in constructing and
managing net lease real estate
portfolios
Skill in navigating capital
markets
Best-in-Class Portfolio
High quality properties: Main & Main locations, strong credit
quality tenant roster and brand identity
Stable income with outsized growth potential
Diversified by tenant, industry, geography and property type
Value
Proposition
Enhanced Scale and
Competitiveness
Durable Dividends
Principal Protection
Outsized Growth Potential
Strong, Flexible
Balance Sheet
Cost of Capital Advantage
Operational Efficiencies and
Cost Reductions
Financial capacity
Financial flexibility
ARCP Offers a Compelling Value Proposition
28
Non-GAAP –
FFO/AFFO
Reconciliation
2014
Low
High
Net income attributable to stockholders (in accordance with GAAP)
$0.53
$0.59
Acquisition and transaction related costs
$0.04
$0.04
Depreciation and amortization
$0.57
$0.57
FFO
$1.14
$1.20
Amortization of deferred financing costs
$0.02
$0.02
Straight-line rent
($0.05)
($0.05)
Non-cash equity compensation expense
$0.02
$0.02
AFFO
$1.13
$1.19
Non-GAAP –
FFO/AFFO Reconciliation
29
Funds from Operations and Adjusted Funds from Operations
ARCP considers funds from operations (“FFO”) and AFFO, which is FFO as adjusted to exclude acquisition-related fees and
expenses, amortization of above-market lease assets and liabilities, amortization of deferred financing costs, straight-line rent, non-
cash mark-to-market adjustments, amortization of restricted stock, non-cash compensation and gains and losses useful indicators of
the performance of a REIT. Because FFO calculations exclude such
factors as depreciation and amortization of real estate assets
and gains or losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions
based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between
periods and between other REITs in our peer group. Accounting for real estate assets in accordance with generally accepted
accounting principles (“GAAP”) implicitly assumes that the value of real estate assets diminishes predictably over time. Since real
estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the
presentation of operating results for real estate companies that
use historical cost accounting to be insufficient by themselves.
FFO and AFFO are not in accordance with, or a substitute for, measures prepared in accordance with GAAP, and may be different
from non-GAAP measures used by other companies. In addition, FFO and AFFO
are not based on any comprehensive set of
accounting rules or principles. Non-GAAP measures, such as FFO and AFFO, have limitations in that they do not reflect all of the
amounts associated with ARCP's results of operations that would be reflected in measures determined in accordance with GAAP.
These measures should only be used to evaluate ARCP's performance in conjunction with corresponding GAAP measures.
Additionally, ARCP believes that AFFO, by excluding acquisition-related fees and expenses, amortization of above-market lease
assets and liabilities, amortization of deferred financing costs, straight-line rent, non-cash mark-to-market adjustments,
amortization of restricted stock, non-cash compensation and gains and losses, provides information consistent with management's
analysis of the operating performance of the properties. By providing AFFO, ARCP believes it is presenting useful information
that assists investors and analysts to better assess the sustainability of our operating performance. Further, ARCP believes AFFO is
useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other
real estate companies, including exchange-traded and non-traded REITs.
As a result, ARCP believes that the use of FFO and AFFO, together with the required GAAP presentations,
provide a more complete understanding of our performance relative to our peers and a more informed and
appropriate basis on which to make decisions involving operating, financing, and investing activities.
30
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval. In connection with the proposed Cole merger, ARCP and Cole expect to prepare and file with the SEC a
registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to ARCP’s
proposed acquisition of Cole. The joint proxy/prospectus will contain important information about the proposed transaction and
related matters. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
FILED BY ARCP OR COLE
WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ARCP, COLE AND THE PROPOSED COLE MERGER.
Investors and stockholders of ARCP and Cole may obtain free copies of the registration statement, the joint proxy
statement/prospectus and other relevant documents filed by ARCP and Cole with the SEC (if and when they become available)
through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by ARCP with the SEC are also
available free of charge on ARCP’s website at www.arcpreit.com and copies of the documents filed by Cole with the SEC are
available free of charge on Cole’s website at www.ColeREIT.com.
ARCP, Cole, AR Capital, LLC and their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from ARCP’s and Cole’s stockholders in respect of the proposed Cole merger. Information regarding
ARCP’s directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on April 30, 2013.
Information regarding Cole’s directors and executive officers can be found in Cole’s definitive proxy statement filed with the SEC
on April 11, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy
statement/prospectus and other relevant documents filed with the
SEC in connection with the proposed Cole merger if and when
they become available. These documents are available free of charge on the SEC’s website and from ARCP or Cole, as applicable,
using the sources indicated above.
Additional Information about the Cole Merger and Where to Find It
31
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval. In connection with the proposed ARCT IV merger, ARCP and ARCT IV expect to prepare and file with the SEC
an amendment to their proxy statement/prospectus and ARCP expects to prepare and file with the SEC an amendment to its
registration statement on Form S-4 and other documents with respect to ARCP’s proposed acquisition of ARCT IV. INVESTORS
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT (INCLUDING
ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED ARCT IV MERGER.
Investors may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed
by ARCP and ARCT IV with the SEC (if and when they become available) through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by ARCP with the SEC are also available free of charge on ARCP’s website at
www.arcpreit.com and copies of the documents filed by ARCT IV with the SEC are available free of charge on ARCT IV’s
website at www.arct-4.com.
ARCP, ARCT IV, AR Capital, LLC and their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from ARCT IV’s stockholders in respect of the proposed ARCT IV merger. Information regarding ARCP’s
directors and executive officers can be found in ARCP’s definitive proxy statement filed with the SEC on April 30, 2013.
Information regarding ARCT IV’s directors and executive officers can be found in ARCT IV’s definitive proxy statement filed
with the SEC on April 30, 2013. Additional information regarding the interests of such potential participants will be included in
the proxy statement/prospectus, the registration statement and other relevant documents filed with the SEC in connection with the
proposed ARCT IV merger if and when they become available. These documents are available free of charge on the SEC’s
website and from ARCP or ARCT IV, as applicable, using the sources indicated above.
Additional Information about the ARCT IV Merger and Where to Find It