ISSUER FREE WRITING PROSPECTUS
Dated February 15, 2012
Filed Pursuant to Rule 433
Registration No. 333-179533
AMERICAN
REALTY CAPITAL TRUST, INC.
FREE WRITING PROSPECTUS
American Realty Capital Trust, Inc. (the “Company”) filed a registration statement on Form S-11 (including a prospectus) with the SEC on February 15, 2012. This communication relates to such offering. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The preliminary prospectus, dated February 15, 2012, and supplements thereto are available on the SEC Web site at http://www.sec.gov/Archives/edgar/data/1410997/000114420412009282/v302712_s11.htm
Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (215) 887-2189.
American Realty Capital Trust, Inc.
NASDAQ: “ARCT”
NASDAQ: “ARCT”
February 2012
Introductory Notes
The data and other information described in these slides speaks as of the date of the slides or an earlier date indicated . Future performance may not be consistent with past performance, and is subject to change and inherent risks and uncertainties .
This presentation contains certain statements that are the Company’s and Management’s hopes, intentions, beliefs, expectations, or projections of the future and might be considered to be forward -looking statements under Federal Securities laws. Prospective investors are cautioned that any such forward -looking statements are not guarantees of future performance, and involve risks and uncertainties .. The Company’s actual future results may differ significantly from the matters discussed in these forward -looking statements, and we may not release revisions to these forward -looking statements to reflect changes after we’ve made the statements .. Factors and risks that could cause actual results to differ materially from expectations are disclosed from time to time in greater detail in the Company’s filings with the SEC including, but not limited to, the Company’s report on Form 10-K, as well as Company press releases .
February 2012 2
We are Listing ARCT on NASDAQ to Create Liquidity and Drive Share Price
Aggregated Best-In-Class Net Lease Portfolio (2008 to 2011)
Non-Traded Offering Closed July 2011
Management Team Internalized at No Cost to Shareholders
February 2012 3
Advantages to Listing vs. Selling the Portfolio
February 2012 4
We are Listing, Selling Equity and Tendering for Shares ..
• American Realty Capital Trust is going to list on the NASDAQ under the ticker symbol “ARCT” on or about March 1, 2012, almost four years to the day after it was launched
• Our pro forma financial data assumes a market price of $11.50 per share(1)
• At the same time we will be conducting a secondary offering: a syndicate of banks will raise $50 to $100 million
• We will also be making a tender offer to purchase shares
(1) For purposes of the pro forma financial data included in the registration statement on Form S-11, we have assumed that 6.6 million shares of common stock will be sold in the offering and that the initial public offering price of the common stock to be sold in the offering will be $11.50 per share, which we have estimated based on our projected operating performance, trading levels of comparable companies and a dividend discount analysis.
February 2012 5
Why is ARCT Listing?
• To do what we said we would do – create value for the shareholders
• Listed REITs are trading at unprecedented multiples to funds from operations (FFO) per share
• We think ARCT may ultimately trade above the listing price based on our superior portfolio
• None of this is a coincidence – all part of a deliberate plan
February 2012 6
We Are Listing a Company that will Provide its Shareholders with Durable, Defensive Dividends .
Best -In-Class Portfolio
• Solid real estate assets
• Stable, growing income
• Diversified by tenant, industry, geography
• Investment -grade credit focus
Experienced Senior Management
Value Strong, Flexible
• Managed over $7 Billion of successful real estate programs Proposition Balance Sheet
• Run three successful publicly • Low leverage traded companies “Durable, defensive • Low cost debt dividends” • Financial capacity
February 2012 7
February 2012 8 ARCT(1) Listing Listing Discount Realty Income Corp. National Retail Properties, Inc. Entertainment Properties Trust Lexington Realty Trust CapLease Inc. Properties 485 485 2,600 1,298 158 236 47 Sq. Ft. (000s) 16,000 16,000 26,814 15,342 13,231 41,811 11,444 Occupancy 100.0% 100.0% 97.7% 97.2% 97.0% 95.6% 96.1% % Investment Grade 71.2% 71.2% <20.0% <20.0% NA 44.0% 92.0% % GLA Expiring Next 5 Yrs 0.4% 0.4% 19.10% 18.60% 14.00% 48.30% 43.70% Wtd. Ave. Lease Duration 13.4 Yrs 13.4 Yrs 11.1 Yrs 12.0 Yrs 10.3 Yrs 6.1 Yrs 7.0 Yrs Equity Market Cap. $ 2,499 $ 2,121 $ 4,782 $ 2,822 $ 2,044 $ 1,309 $ 285 Enterprise Value $ 3,257 $ 2,879 $ 7,029 $ 4,168 $ 3,522 $ 3,324 $ 1,474 Dividend Yield 5.17% 6.09% 4.86% 5.70% 6.40% 6.07% 6.06% Net Debt / 2012E EBITDA 4.2x 4.2x 4.1x 2.4x 3.9x 5.9x 9.2x Net Debt / Enterprise Value 23.4% 26.5% 27.7% 17.2% 30.5% 47.8% 75.8% Implied Cap Rate - GAAP 5.6% 6.4% 5.6% 5.5% 6.3% 8.1% 7.9% Price (Implied/Current) $ 13.55 $ 11.50 $ 36.95 $ 27.01 $ 43.69 $ 8.60 $ 4.16 1 Based on Company pro forma financial data Sources: Goldman Sachs, Raymond James, SNL Financial and UBS Better Portfolio | Stronger Balance Sheet | Discounted Valuation Comparing ARCT with Similar Listed Companies
Proven Track Record
ARCT Total Return ARCT Distributions
$15.00 $0.700 $0.700 $14.27 $0.695 $14.00
$13.00 $0.662
$12.00 $0.650
$11.00
$10.00 $10.00
Inception Year 2009 2010 2011 2012 2008 2009 2010 2011 2012 (2/28/08) Ended Annualized Distributions 2008
143% Total Return 8% Growth in Monthly Since Inception (1) Distributions Since Inception (2)
1. Based on distributions and price appreciation using an assumed market price of $11.50 per share. February 2012 9
2. Increase in annualized monthly distribution of $0.05 over beginning distribution of $0.65.
ARCT “Promote” – Interest Aligned
Waived Asset Management Internalization Fee $100,000,000 to $120,000,000 since Fees Inception
2008 $833,000
Disposition Fee $23,643,429
2009 $2,079,000
2010 $4,848,000
2011 $12,019,000
Total $19,779,000 Subordinated Incentive Listing Fee
Sale Price Promote ($ in millions)
<$9.77 $0.00
The promote is calculated on average 30 days after 180 days from listing
February 2012 10
How Does the Listing Help our Investors?
• No Lock Up
• Manage Tax Liability: 70% of shareholders would be subject to short-term capital gains taxes if they decide to tender or sell
• All shareholders will likely face some tax consequences if they sell
• Most investors have a basis below $9.00 from the 100% return of capital distributions since inception
• No Change in Dividend: The dividend does not change for investors, still $0.70/share annually, paid monthly
February 2012 11
American Realty Capital Trust, Inc.
NASDAQ: “ARCT”
NASDAQ: “ARCT”
February 2012
Low Risk Strategy
Proven Management Team & Track Record Income, Growth and Value Creation Strong Balance Sheet
February 2012 13
Best -In -Class Portfolio
No. of Properties 485 Total Square Feet 15.6 Million Est. Market Capitalization (1) $2.8 Billion Occupancy 100% Avg. Remaining Lease Term 13.4 Years
% Investment Grade 71.2% No. of Tenants 61
States 45 + Puerto Rico 2012 Annualized Rents $178 Million
1 Based on $11.50 share price at listing February 2012 14
Investment Grade Rated Tenant Focus
Top 10
Tenants % Annual Rent Credit Rating Top 10 Tenants
16.8% S&P: BBB Rated 100%
10.0% S&P: A Investment Grade 85%
6.6% S&P: BBB+ 4.6% S&P: AAA
3.1% S&P: BBB+ Total Portfolio
3.5% S&P: BB- Rated 92%
2.7% S&P: BBB Investment Grade 71%
2.4% S&P: B+ 2.1% S&P: BB 2.1% S&P: A+
56%
(As of January 31, 2012)
85% Top 10 Tenants Investment Grade
February 2012 15
Diversified Portfolio 61 Tenants
Tenant Diversification
% of % of GAAP GAAP
Tenant Rent Cum. Tenant Rent Cum.
1 FedEx 16.8% 16.8% 31 Lowe’s 1.0% 84.8%
2 Walgreens 10.0% 26.8% 32 Jack in the Box 1.0% 85.8%
3 CVS 6.6% 33.4% 33 ConAgra Foods 1.0% 86.8%
4 GSA 4.6% 38.0% 34 Sealy Mattress Co. 0.9% 87.7%
5 Dollar General 3.5% 41.1% 35 Rite Aid 0.8% 88.5%
6 Bridgestone Firestone 3.1% 44.6% 36 Wrangler 0.8% 89.3%
7 Express Scripts 2.7% 47.3% 37 Kohl's 0.7% 90.0%
8 Payless Shoe Source 2.4% 49.7% 38 Wawa 0.7% 90.7%
9 PetSmart 2.1% 51.8% 39 Fresenius 0.7% 91.4%
10 PNC Bank 2.1% 53.9% 40 Pep Boys 0.6% 92.0%
11 IHOP 2.0% 55.9% 41 Lockheed Martin 0.6% 92.6%
12 Whirlpool 1.9% 57.8% 42 Verizon 0.6% 93.2%
13 3M 1.9% 59.7% 43 AutoZone 0.6% 93.7%
14 Reliant Healthcare 1.9% 61.6% 44 Coats & Clark 0.5% 94.2%
15 Tractor Supply Co 1.9% 63.4% 45 Advance Auto 0.5% 94.7%
16 First Niagara Bank 1.8% 65.0% 46 Jared Jewelers 0.5% 95.2%
17 Home Depot 1.6% 66.6% 47 O'Reilly Auto Parts 0.5% 95.7%
18 Royal Ahold 1.6% 68.1% 48 Kroger 0.5% 96.3%
19 Reckitt Benckiser 1.5% 69.6% 49 Sam's Club 0.5% 96.8%
20 Rockland Trust 1.5% 71.1% 50 St. Joseph's Mercy 0.4% 97.2%
21 Texas Instruments 1.5% 72.5% 51 Trader Joe's 0.4% 97.6%
22 Brown Shoe Co 1.4% 73.9% 52 Danfoss 0.4% 98.0%
23 Kum & Go 1.4% 75.8% 53 Chase Bank 0.3% 98.3%
24 Bojangles 1.3% 77.1% 54 Fifth Third Bank 0.3% 98.6%
25 Aaron's 1.3% 78.4% 55 NTB 0.3% 98.9%
26 Citigroup 1.1% 79.5% 56 7-Eleven 0.2% 99.1%
27 Wal-Mart 1.1% 80.6% 57 Citizen's 0.2% 99.3%
28 Renal Advantage Dialysis 1.1% 81.7% 58 BB&T 0.2% 99.5%
29 DaVita Dialysis 1.1% 82.8% 59 QuikTrip 0.2% 99.7%
30 GE 1.0% 83.8% 60 Mrs Bairds 0.2% 99.9%
61 Provident Bank 0.1% 100.0%
(As of January 31, 2012) February 2012 16
Diversified Portfolio Top 25 Tenants
Tenant Diversification
% of
Tenant GAAP Rent Cum.
FedEx 16.8% 16.8%
Brown Shoe Co, .9Kum & Go, 1.4% Tractor Supply Co .9 Walgreens 10.0% 26.8% Bojangles, 1.3% Texas Instruments, .91.4% 1.9% CVS 6.6% 33.4% Aaron’s, 1.3% 1.5%
GSA 4.6% 38.0%
Rockland Trust, .9
1.5% Dollar General 3.5% 41.1% Reckitt Benckiser, ..9 Bridgestone Firestone 3.1% 44.6%
1.5% Royal Ahold, .9
Express Scripts 2.7% 47.3%
Home Depot, .9 1.6% FedEx, 16.8%
Payless Shoe Source 2.4% 49.7%
1.6%
PetSmart 2.1% 51.8%
First Niagara .9
Bank, 1.8% PNC Bank 2.1% 53.9%
Reliant Healthcare .9 IHOP 2.0% 55.9% Partners, 1.9% 3M, 1.9% Whirlpool 1.9% 57.8% Walgreens, 10.0% 3M 1.9% 59.7% Whirlpool, 1.9%
Reliant Healthcare 1.9% 61.6% IHOP, 2.0% Tractor Supply Co 1.9% 63.4% PNC Bank, 2.1% First Niagara Bank 1.8% 65.0% CVS, 6.6% Home Depot 1.6% 66.6%
PetSmart, 2.1%
Royal Ahold 1.6% 68.1% Payless Shoe .9 GSA, .9 Reckitt Benckiser 1.5% 69.6%
Source, 2.4% 4.6%
Express Scripts, .9 Rockland Trust 1.5% 71.1%
2.7% Dollar .9
Bridgestone .9 Texas Instruments 1.5% 72.5%
General, 3.5%
Firestone, 3.1% Brown Shoe Co 1.4% 73.9% Kum & Go 1.4% 75.8% Bojangles 1.3% 77.1% Aaron's 1.3% 78.4%
(As of January 31, 2012) February 2012 17
Diversified Portfolio
Industry Diversification
Technology, 1.5% Consumer Goods, .9Financial Services, ..9 Aerospace, 0.6%
Pharmacy 17.5% 1.1% 1.1%
Auto Retail, 1.6% Telecommunications Freight 16.7% Gas/Convenience, .9 0.6%
Specialty Retail 9.6% 2.5% Supermarket, .9
Healthcare 7.9%
2.5%
Retail Banking 6.5% Home .9 Pharmacy, 17.5% Discount Retail 5.8% Maintenance, .9
2.7%
Manufacturing 5.6%
Consumer .9
Restaurant 4.3% Products, 3.5% Government Services 4.6% Auto Services, .9 Auto Services 4.1% 4.1%
Freight, 16.7%
Consumer Products 3.5%
Government .9 Restaurant, 4.3%
Home Maintenance 2.7% Services, 4.6% Supermarket 2.5% Gas/Convenience 2.5%
Auto Retail 1.6% Specialty Retail, .9
Technology 1.5% 9.6% Retail .9 Consumer Goods 1.1% Manufacturing, .9 Banking, .9 Healthcare, .9 5.6% 6.5%
Financial Services 1.1% 7.9%
Aerospace 0.6% Discount Retail, .9 5.8%
Telecommunications 0.6%
20 Distinct Industries
(As of January 31, 2012) February 2012 18
Maintaining High Portfolio Occupancy
ARCT vs. Comps
0% 0% 0% 0%
. 1% . . 0% . 7%
. 4% .
.
100 97 100 . 100 100 96
0% 95 96 3%
. 1% 5% .
89 . . 89
87 87
2008 2009 2010 20113 ARCT Comps 1 US REITs 2
Effectively No Lease Expirations Through 2017 (100% To 99.2%)
1 Includes: Realty Income Corp., National Retail Properties, Inc., Entertainment Properties Trust, Lexington Realty Trust and CapLease, Inc.
2 Source: SNL Financial
3 All data as of December 31 except 2011, which is as of September 30, for Comps and U.S. REITs
February 2012 19
Negligible Near-Term Lease Expirations % of GAAP Rent Expiring (Annual and Cumulative) 100% 75% 50% 27.6% 25% 10.3% 6.6% 5.5% 4.3% 0.0% 0.0% 0.1% 0.0% 0.3% 0.1% 0% 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Minimal Lease Expirations In Next 10 Years
Recently Developed Portfolio
25.0
Comps (1) Average: 20.0 20.2 years
15.0
Age
10.0
6.8 ARCT (2) 5.6 Average: 5.0 4.3 9% 5.3 years
54%
37%
0.0
Retail Distribution Office
(Amount in bar is property type as a percentage of the portfolio by annualized rent)
5.3 Year Average Age of ARCT Portfolio vs. 20.2 Years For Comps
1 Comps include: Realty Income Corp., National Retail Properties, Inc., Entertainment Properties Trust, Lexington Realty Trust and CapLease, Inc. Source: SNL
Excludes “Historic” properties, primarily retail bank branches, constructed before 1972.
February 2012 21
Low Risk Strategy
Proven Management Team & Track Record Income, Growth and Value Creation Strong Balance Sheet
February 2012 22
Proven Management Team
Supported by a team of 15 investment professionals: Accounting, Reporting, Asset & Property Management, Acquisitions, Human Resources, and Capital Markets & Finance
Nicholas S. Schorsch William M. Kahane Brian D. Jones
Chairman of the Board Chief Executive Officer Chief Financial Officer
• Co-founder of ARCT • Co-founder of ARCT • 22 years public REIT experience
• Former CEO of American Financial • Former director, Catellus Development Corp. • 15 years real estate investment banking Realty Trust (NYSE: AFR) (NYSE: CDX) and American Financial (Paine Webber, Morgan Stanley, Robert W. Baird)
• Two-Time Ernst & Young Entrepreneur Realty Trust (NYSE: AFR)
• 7 years public accounting (Coopers & of the Year • Former partner, Morgan Stanley real estate Lybrand)
• Certified Public Accountant since 1994
Susan Manning Heather Gentry
Chief Accounting Officer VP of Investor Relations
• Certified Public Accountant • 12 years of financial services experience
• 22 years Public Company • 8 years public REIT experience
Experience • Positions in Client and Investor Relations,
• 6 years REIT Experience Sales & Marketing
• 8 years Public Accounting Experience • Series 7 and 63 Licensed
February 2012 23
Achieving Our Investment Objectives
Objective Strategy Result
Tenant Quality oConduct thorough credit review oNo tenant defaults oOngoing credit monitoring oNo rent interruptions
Lease Term oInitial lease duration > 10 years oNo near-term vacancy
Diversification oBy geography, industry and tenancy oNo over-concentration
Income oSingle -tenant, free-standing properties oNo landlord expenses oTriple-net leases oNo CAM leakage oContractual rent growth oNo multi-tenant properties
Asset Appreciation oPurchase at or below replacement cost oNo overvalued assets oAcquire properties with/in: oNo obsolete properties▪Contractual rent growth oNo limitation on re-use▪Strong markets▪Prime locations
February 2012 24
Achievements to Date
Portfolio Metrics Balance Sheet Metrics
$2.7 Billion Est. Enterprise Value 27% Net Debt to Enterprise Value
485 Properties Owned 4.1x Debt to 2012E EBITDA
5.3 Years Average Property Age 5.2 Years Average Remaining Debt Maturity 71% Rents from Investment Grade Credit Tenants 5.27% Weighted Average Interest Rate Zero Vacancy Through 2018 0% Variable Rate Debt
13.4 Years Average Remaining $250 Million Revolving Line of Credit Primary Lease Term (Libor Plus 2.05% to 2.85%)
$0.70 Per Share Annualized Distributions
(As of January 31, 2012) February 2012 25
Proven Track Record
ARCT Total Return ARCT Distributions
$15.00 $0.700 $0.700 $14.27 $0.695 $14.00
$13.00 $0.662
$12.00 $0.650
$11.00
$10.00 $10.00
Inception Year 2009 2010 2011 2012 2008 2009 2010 2011 2012 (2/28/08) Ended Annualized Distributions 2008
143% Total Return 8% Growth in Monthly Since Inception (1) Distributions Since Inception (2)
1. Based on distributions and price appreciation using an assumed market price of $11.50 per share. February 2012 26
2. Increase in annualized monthly distribution of $0.05 over beginning distribution of $0.65.
Low Risk Strategy
Proven Management Team & Track Record Income, Growth and Value Creation Strong Balance Sheet
February 2012 27
Investment Goals – Income, Growth, Value Creation
Focused Strategy Risk Management
• Only net lease REIT focused on • Tenant quality investment grade tenants
• Well-located properties
• High initial returns on asset
• Multiple re-uses
• High occupancy rate
• Newer properties with modern amenities
• Low operating cost exposure
• High land/residual value
• Contractual same store rent growth
• Low leveraged, well-managed balance
• Low/no capital expenditure exposure sheet
Long Term Results
• 8% growth in distributions since inception
• 143% return on investment (1)
• Positioned for continued accretive growth
1 Based on distributions and price appreciation using an assumed price of $11.50 per share February 2012 28
Strong Income Growth
$200 $178 $173 $175
$150
Millions $125
In $100
$73 $75
$50
$27 $25 $11
$0
2008 2009 2010 2011 2012
Cumulative Average Rent
February 2012 29
Predictable, Sustainable Distributions Certainty of Income Sustainable Distributions o Net Leases o $0.70 Per Share Annualized o Zero Operating Exposure o Paid Monthly o 100% Occupied o 8% Distribution Growth Since o 92% Rated Tenants Inception o 71% Investment Grade Tenants o ~ 100% Tax-Deferral Since o 0.4% Lease Roll-Over Through Inception 2016 o Fixed Rate, Long-Term Debt
Revenue Growth
• Increasing “same store” NOI
• Fixed annual rent bumps (72% of leases)
• CPI-indexed increases (4% of leases)
• Percentage rents (11% of leases)
• Improving credit environment
• 10% of tenants received credit upgrade
• Cap rate environment improving
• Accretive acquisition opportunities
• Balance sheet capacity for growth
• Low leverage
• Accretive refinancing
Internal Growth Without Equity Dilution
February 2012 31
Value Creation Tools
• Robust Pipeline: $1 Billion pipeline for selective acquisitions
• Efficiency in closing is competitive advantage
• Balance sheet capacity and contractual rent increases growth
• Buying Opportunity: Favorable acquisition environment for accretive investing
• Flexible Balance Sheet: Allows for multiple financing alternatives
• Low Overhead: Structure benefits shareholders
Asset Aggregation Creates Value
February 2012 32
Low Risk Strategy
Proven Management Team & Track Record
Income, Growth and Value Creation
Strong Balance Sheet
February 2012 33
Debt Maturities
Well Laddered and Manageable
$1,000
$800
$600
Millions $400 $
$229 $222 $200 $132 $58 $32 $0 $0 2012 2013 2014 2015 2016 Thereafter
Wtd. Avg.
N/A 5.1% 6.6% 5.4% 4.7% 5.5%
Interest Rate
Accretive Near -Term Debt Maturities
February 2012 34
Declining Cost of Debt Financing
Weighted Average Interest Rate of Portfolio Debt Outstanding
6.40%
6.20%
6.10%
6.00% 5.92%
5.80% 5.73%
5.60%
5.44%
5.35% 5.35%
5.40%
5.27%
5.20%
5.00%
Q2'10 Q3'10 Q4'10 Q1'11 Q2'11 Q3'11 Q4'11
February 2012 35
How Does All of this Work?
Offering Tender Offer
• Brings new investors • Allows into the liquidity stock without market risk • Stabilizes post-offering • Tender price trading may be below • Generates market price proceeds
Existing
(invested Shareholders • Sale will accretively) trigger taxes
New Shareholders
February 2012 36
Transaction Outcomes?
• Provides liquidity to shareholders
• Provides flexibility to manage exit timing
Listing • Permits ongoing investment in best-of-class portfolio
• Pays monthly dividends $0.70 per share annualized – uninterrupted
Tender • Provides liquidity to shareholders Offer • Supports trading stability
• Triggers taxable sale of stock (possibly short-term)
• Furnishes opportunity to purchase additional shares for existing/new investors Offering • Broadens investor base
• Accretive to AFFO per share
• Allows underwriters to stabilize trading
February 2012 37
What Are My Options?
Tender Hold Buy
Tender My Shares Hold My Shares Buy More Shares
C • Price uncertain • Maintain ARCT • Increase ARCT
O
N • Amount of shares uncertain investment investment
S • Taxable sale of shares • Continue to collect same • Acquire additional shares
I
D -short-term or long-term dividend at offering price E gain? • Character of investment • No commissions
R
A • Avoids market volatility changes from T (up or down) “alternative” to equity
I
O • Proceeds available for • Flexibility to liquidate
N redeployment • Option to watch public
S
trading levels
• Defers tax event
P • Complete form • Do nothing with tender • Provide your broker R • Return to company offer dealer (or RC Securities)
O
C • Wait for results • Move shares to brokerage your indication of interest E • Paid within a reasonable account • Broker Dealer must be
S
S time • Create new brokerage part of selling group account, if necessary • Requires brokerage account
February 2012 38
We Will Tender for Shares .
Q: What is the purpose of this tender offer?
A: To provide investors an opportunity to tender their shares for cash allowing for price certainty .
Q: Why are you tendering for my stock? A: It is significantly accretive to the Company .
Q: What are some of the considerations an investor should contemplate when tendering their shares?
A: • Negative tax implications
• Potential short vs. long-term capital gain
• Loss of yield
• Loss of potential market upside
February 2012 39
Send us a message
You may contact us at
Brian Jones, Chief Financial Officer
OFFICE (212) 415-6559 | MOBILE (415) 999-3591 EMAIL bjones@arctreit .com
Heather Gentry , VP of Investor Relations
OFFICE (212) 415-6532 | MOBILE (917) 232-1205 EMAIL hgentry@arctreit .com
American Realty Capital Trust 405 Park Avenue, New York, NY 10022 www.arctreit .com
February 2012
APPENDIX
February 2012 41
Property Type Benchmarking
American Realty Capital Trust National Retail Properties, Inc1. Realty Income Corp
Healthcare Retail Theaters Automotiv Health & 8.0% Banking 6.0% e Service Theaters Fitness Specialty Discount 10.0% 6.0% 5.0% 6.0% Retail Retail Automotiv 8.0% 6.0% e Parts 8.0% Automotiv Other Freight Other e Parts 38.0% 17.0% Restaurant 47.0% 11.0% s 10.0% Other Restauran Conv. ts Pharmacy 37.0% Stores Con. 17.0% 17.0% 24.0% Stores 18.0%
Entertainment Properties Trust 1 Lexington Realty Trust CapLease, Inc. 1
Retail Grocery Multi- 7.0% 4.0% Tenant Financial 10.0% 9.0% Waterpark s 4.0%
Theaters Governme Other 77.0% nt 36.0% Vineyards Industrial 13.0%
& Office 21.0% Wineries 65.0%
2.0% Food & Beverage Ski Parks 16.0% Insurance 6.0% 19.0% Charter Schools 11.0%
Source: Company Filings SNL. ARCT as of January 25, 2012.
Note: ARCT, LXP, NNN and O are shown as a % of rental revenue . LSE shown as a % of investment in real estate . EPR shown as a % of EBITDA .
1 LSE, EPR and NNN as of December 31, 2010.
Note: American Realty Capital Trust (ARCT); National Retail Properties, Inc. (NNN); Realty Income Corp (O);
Entertainment Properties Trust (EPR); Lexington Realty Trust (LXP); CapLease, Inc. (LSE) February 2012 42
Geographic Benchmarking
American Realty Capital Trust National Retail Properties, Inc1. Realty Income Corp
GA IL GA
PA 4.5% NC MN 6.0% 5.0% 5.1% 6.0% 6.0% CA
5.3% MO
IL FL 5.4% 7.0% 8.0% Other FL
IL TX 44.5% 10.0% 6.7% Other 9.0%
Other OH 53.0% 61.0% 7.2% CA
TX 10.0% TX 19.0% 9.3% NY
12.1%
Entertainment Properties Trust 1 Lexington Realty Trust CapLease, Inc. 1
MI FL FL OH
4.0% 4.0% 5.0% 5.0% TN
6.0% TX MD 7.0% 8.0% TX
11.0% CA NJ Other 8.0% 8.0%
40.0% Other CA Other 53.0% CA
16.0% TX 60.0%
12.0% 17.0% OntarioC
PA anada 24.0% 12.0%
Source: Company Filings SNL. ARCT as of January 25, 2012.
Note: ARCT, LXP, NNN and O are shown as a % of rental revenue . LSE shown as a % of investment in real estate . EPR shown as a % of EBITDA .
1 LSE, EPR and NNN as of December 31, 2010.
Note: American Realty Capital Trust (ARCT); National Retail Properties, Inc. (NNN); Realty Income Corp (O);
Entertainment Properties Trust (EPR); Lexington Realty Trust (LXP); CapLease, Inc. (LSE) February 2012 43
Balance Sheet Benchmarking
% of Debt Maturing in Next 4 Years % of Debt Maturing in Next 4 Years / EV
66.5%
59.7%
48.9%
46.1%
Average 43.9%
40.2% 32.7% 34.3%
Average 22.4%
16.4% 14.3%
11.9% 9.6%
4.1%
ARCT NNN O EPR LXP LSE ARCT NNN O EPR LXP LSE
Source: Peer benchmarking per latest available public company filings, as of January 27, 2012
Note: American Realty Capital Trust (ARCT); National Retail Properties, Inc. (NNN); Realty Income Corp (O); Entertainment Properties Trust (EPR); Lexington Realty Trust (LXP); CapLease, Inc. (LSE)
February 2012 44
Portfolio Rent Comparison
# of Properties Below Market
120
98 100
80 60 40
20 10 8 0 Retail Distribution Office
AVG Net Total Remaining Combined AVG Age of Lease Term Base Rent at Market Rent at Above/(Below) Above/Below Square Buildings by by GAAP Properties Purchase Purchase* Market ($) Market % Feet SF Rent
Below Market
Retail 98 $ 13,226,231 $ 18,798,312 $ (5,572,081) -29.64% 1,158,179 Distribution 10 $ 14,605,251 $ 24,110,837 $ (9,505,586) -39.42% 3,534,290 Office 8 $ 9,332,186 $ 13,169,236 $ (3,837,050) -29.14% 557,990
Total/AVG 116 $ 37,163,668 $ 56,078,385 $ (18,914,717) -33.73% 5,250,459 5.1 11.7
* Based upon market and property appraisals
** Rent is considered "At Market" if it is within +/- 2% of market rent as determined February 2012 45 by third party appraisals
Portfolio Rent Comparison
# of Properties Above Market
120 100 80 60 40
20 8
2 0 0 Retail Distribution Office
AVG Net Total Remaining Combined AVG Age of Lease Term Base Rent at Market Rent at Above/(Below) Above/Below Square Buildings by by GAAP Properties Purchase Purchase* Market ($) Market % Feet SF Rent
Above Market
Retail 8 $ 2,026,721 $ 1,722,993 $ 303,728 17.63% 60,446 Distribution 2 $ 1,950,304 $ 1,820,230 $ 130,074 7.15% 114,048 Office 0 $ - $ - $ - 0.00% 0
Total/AVG 10 $ 3,977,025 $ 3,543,223 $ 433,802 12.24% 174,494 4.2 15.1
* Based upon market and property appraisals
** Rent is considered "At Market" if it is within +/- 2% of market rent as determined February 2012 46 by third party appraisals
Portfolio Rent Comparison
AVG Net Total Remaining Combined AVG Age of Lease Term Base Rent at Market Rent at Above/(Below) Above/Below Buildings by by GAAP Properties Purchase Purchase* Market ($) Market % Square Feet SF Rent
Below Market
Retail 98 $ 13,226,231 $ 18,798,312 $ (5,572,081) -29.64% 1,158,179 Distribution 10 $ 14,605,251 $ 24,110,837 $ (9,505,586) -39.42% 3,534,290 Office 8 $ 9,332,186 $ 13,169,236 $ (3,837,050) -29.14% 557,990
Total/AVG 116 $ 37,163,668 $ 56,078,385 $ (18,914,717) -33.73% 5,250,459 5.1 11.7
Above Market
Retail 8 $ 2,026,721 $ 1,722,993 $ 303,728 17.63% 60,446 Distribution 2 $ 1,950,304 $ 1,820,230 $ 130,074 7.15% 114,048 Office 0 $ - $ - $ - 0.00% 0
Total/AVG 10 $ 3,977,025 $ 3,543,223 $ 433,802 12.24% 174,494 4.2 15.1
At Market**
Retail 319 $ 74,055,639 $ 74,063,022 $ (7,383) -0.01% 3,847,900 Distribution 31 $ 40,111,692 $ 40,161,183 $ (49,491) -0.12% 5,870,536 Office 9 $ 9,233,516 $ 9,243,976 $ (10,460) -0.11% 428,374
Total/AVG 359 $ 123,400,847 $ 123,468,181 $ (67,335) -0.05% 10,146,810 5.5 13.8
Portfolio
485 $ 164,541,540 $ 183,089,790 $ (18,548,250) -10.13% 15,571,763 5.3 13.4 Total/AVG
* Based upon market and property appraisals
** Rent is considered "At Market" if it is within +/- 2% of market rent as determined February 2012 47 by third party appraisals
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates . Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering . You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or by contacting the Company at 405 Park Avenue, New York, NY 10022.
This slide show is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any shares ..
February 2012 48