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Filed pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Commercial Net Lease Realty, Inc.
Commission File No.: 0-12989
On July 2, 2001, James M. Seneff, Jr., Chairman of the Board of Directors and
Chief Executive Officer of Commercial Net Lease Realty, Inc., Gary M. Ralston,
President and Chief Operating Officer of Commercial Net Lease Realty, Inc.,
Kevin B. Habicht, Executive Vice President and Chief Financial Officer of
Commercial Net Lease Realty, Inc. and others participated in a conference call
regarding the announcement by Commercial Net Lease Realty, Inc. of the
execution of an Agreement and Plan of Merger, dated as of July 1, 2001, by and
between Commercial Net Lease Realty, Inc. and Captec Net Lease Realty, Inc.
Following is a talking-points script that was relied upon for portions of the
conference call. See below to find out where you can find additional
information.
CRRR ACQUISITION STRATEGIC RATIONALE TALKING POINTS
- We view the acquisition of Captec as an opportunistic acquisition of
attractively priced free-standing net lease assets.
- FFO ACCRETION -- We expect $0.05 to $0.07 FFO per share accretion next
year as result of the transaction.
- LEVERAGE NEUTRAL -- The transaction has been structured to be essentially
leverage neutral.
- EXPANSION OF EQUITY BASE -- The transaction allows us to issue equity at
an attractive valuation, improves our liquidity, presence and visibility
with investor and tenants.
- FRANCHISE VALUE -- The transaction positions Commercial Net Lease Realty
as the leading net lease retail company.
- PORTFOLIO DIVERSIFICATION -- The combined portfolio increases our
diversification:
- By property -- 377 properties
- By tenant -- 96 corporate tenants
- Geographically - 40 states
- FL - 17.4%
- TX - 16.6%
- CA - 8.7%
- 26 lines of trade
- Restaurants (SIC 58, Eating and Drinking Places)
will comprise approximately 20%
- A number of demographic trends
favor continued restaurant industry
growth - increase in the population
of more affluent consumers, rise of
dual-income households, and
consumers' increased desire for
convenience. These trends provide
an attractive long-term demographic
landscape for restaurant operators,
particularly casual dining.
- 2001 restaurant sales are expected
to increase about 5.2% (National
Restaurant Association)
- We have a decade long track record
of effectively managing restaurant
properties and can access our
affiliates for support if needed.
OTHER KEY POINTS:
- Accretive
- Leverage neutral
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- Consistent property and lease profile
- Additional diversification
- Significant imbedded property value compared to one-off sales in 1031
market
- CNLR has a long history with restaurant properties with no losses
- The transaction was structured as a fixed number of shares (to lock in
accretion) as opposed to a fixed price.
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Investors and security holders of both the Commercial Net Lease Realty, Inc.
and Captec Net Lease Realty, Inc. are advised to read the proxy
statement/prospectus regarding the business combination transaction referred
to in the press release, when it becomes available, because it will contain
important information. The proxy statement/prospectus will be filed with the
Securities and Exchange Commission by both companies. Investors and security
holders may obtain a free copy of the proxy statement/prospectus and other
documents filed by the companies at the Securities and Exchange Commission's
web site at http://www.sec.gov. The proxy statement/prospectus and such other
documents may also be obtained from both companies by directing such requests
to the companies. Captec Net Lease Realty, Inc. and its officers and directors
may be deemed to be participants in the solicitation of proxies from
stockholders of Captec Net Lease Realty, Inc. with respect to the proposed
merger. Information regarding such officers and directors is included in
Captec Net Lease Realty's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed with the Securities and Exchange Commission. This
document is available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov and from Captec Net Lease Realty,
Inc.
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