- Posted at 10:51, October 28, 2013
- By Russ Bleemer
That didn’t take long.
The massive $11.2 billion American Realty Capital Properties Inc. acquisition of Cole Real Estate Investments Inc., announced Wednesday, is likely headed to a class-action courtroom.
A law firm with offices in Wilmington, Del., and Garden City, N.Y., that files securities class action suits, “is investigating” claims of a breach of fiduciary duties against Phoenix-based Cole’s board.
Based on Tuesday’s closing prices, Cole shareholders would receive a 13.8% premium on the offer--$14.59 for each of their shares, valued at $13.82.
Rigrodsky & Long put up a web page yesterday looking for plaintiffs, here.
Not to be outdone, the Stevenson, Md., office of New York-based Brower Piven also put out its own press release announcing a class action against Cole’s directors for failing to maximize the company’s value for its shareholders.
More plaintiffs' firms are sure to get it on the pursuit for securities damages.
It’s not like the complicated start-stop deal, in the works since March, doesn’t already have plenty of lawyers involved. A Wednesday American Lawyer story (available with a subscription, here, listed 23 lawyers at Proskauer Rose who were working on the matter for American Realty Capital--which also is acquiring a related company that had to approve the transaction and had its own legal team at Weil, Gotshal & Manges.
American Lawyer reports that Cole, in turn, has three big firms on its team, along with roles for Fried Frank Harris Shriver & Jacobson, and Sullivan & Cromwell, who are representing, respectively, Cole’s financial adviser, Goldman Sachs, and its CEO.
The deal has its roots in a March offer by American Realty Capital to acquire Cole for $5.7 billion. That offer was withdrawn, American Lawyer reports, after Cole restructured and proceeded with a public offering.
In the interim, American Realty Capital spent more than $2 billion on a REIT, and more than $3 billion on the affiliated company that is part of the Cole acquisition.
According to press reports, the combined American Realty Capital and Cole will form a REIT worth $21.5 billion and cover a 3,700-property portfolio, nationwide. The companies focus on retail locations.
Pending regulatory approval, the deal is expected to close early next year. American Realty Capital trades on NASDAQ, and Cole is listed on the New York Stock Exchange.
American Realty Capital didn't let the merger stop its dealmaking. A day after the merger was announced, its affiliate, the American Realty New York Recovery REIT Inc., which sends out prospectuses for its New York City properties at this site, paid nearly $529 million for 1440 Broadway, a Times Square South building dominated by Macy's corporate offices.
That's a huge and fast profit for the seller, a subsidiary of Rockpoint, a private real estate investment firm.
Rockpoint owned it for less than a year. Rockpoint had purchased an 80% stake in the building last December, according to the Real Deal, for $282.4 million, with the remainer owned by manager Monday Properties, which retains its interest.
It is unclear if Rockpoint sold its entire stake last week. As of this morning, the Boston-based private equity firm hasn't updated its website, and says its Rockpoint Fund IV still owns a stake in the building.