RCA to Merge with AFIN, Creating A Retail-Focused REIT

September 14, 2016

Valued at approximately $1.4 billion, the transaction will create a diversified U.S. real estate investment trust with a retail focus.

On September 7, American Realty Capital – Retail Centers of America, Inc. (RCA) announced that it will merge with American Finance Trust, Inc. (AFIN) in a deal valued at approximately $1.4 billion, payable in a combination of AFIN common shares and cash plus the assumption of certain debt. Willkie represented BMO Capital Markets, the financial advisor to the special committee of RCA's board of directors, in connection with the proposed merger.

The transaction will create a diversified U.S. real estate investment trust (REIT) with a retail focus that owns 494 properties, comprising 20.8 million rentable square feet of single-tenant net lease, power center, and lifestyle center assets.

RCA is a publicly registered non-traded REIT focused on the acquisition of core retail properties, with an emphasis on multi-tenant power and lifestyle centers across the United States. AFIN is a publicly registered non-traded REIT focused on acquiring a diversified portfolio of commercial properties, with an emphasis on single-tenant buildings with net-leases across the United States.

The Willkie deal team was led by partners David Boston and Manuel Miranda.