David Simon Of Twin Securities, Inc. Writes A Letter To American Realty Capital Properties, Inc.

Mar. 10, 2015 10:58 AM ETO
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Contributor Since 2012

David Simon established Twin Capital Management in 1988. Mr. Simon started his professional career practicing law in the Corporate Departments of Paul, Weiss, Rifkind, Wharton & Garrison and Rogers & Wells. In 1985 he joined the Risk Arbitrage Department of Spear, Leeds & Kellogg as head of risk arbitrage research, and in 1987 moved to Mercury Securities as head of their risk arbitrage research department. Mr. Simon is a Magna Cum Laude graduate of both Muhlenberg College and the University of Miami Law School, where he also served on the Law Review.

Twin Securities, Inc., which manages investment funds that collectively are one of the top owners of the outstanding shares of American Realty Capital Properties, Inc. (NYSE: ARCP), today released a letter to the Board of Directors of ARCP. The letter calls for the Board to immediately appoint at least one new member who will act as a shareholder representative and for all but one of the existing members of the Board not to stand for reelection.

March 10, 2015

The Board of Directors
American Realty Capital Properties, Inc.
1065 Avenue of the Americas, 23rd Floor
New York, NY 10018


Twin Securities, Inc. and its principals and affiliates are currently among the largest shareholders in American Realty Capital Properties, Inc. ("ARCP" or the "Company").

We are pleased that ARCP has finally completed its financial restatement. We believe that this is an important first step toward creating a fresh start for the Company.

Now that this important milestone has been achieved, we believe that now is the time to add at least one shareholder representative to the Board of Directors (the "Board"). It is critical that the Board comprises individuals who can faithfully express and represent the views of shareholders. We strongly encourage the Board to immediately add at least one new member who fits this criterion.

For far too long, the Board has failed to adequately serve shareholders' interests. The massive destruction of shareholder value under the Chairmanship of Nicholas Schorsch has been so well documented by this point as to render unnecessary any recapitulation by us. However, we continue to have deep reservations about the existing members of the Board, for it was on their watch that not only the accounting scandal, which led to the resignations of several Company executives, but also several other events that were injurious to the interests of shareholders occurred. Moreover, most if not all of the existing members of the Board have longstanding ties to Mr. Schorsch, which is particularly concerning given Mr. Schorsch's troubled history at-and recent resignation from-the Company. Finally, the existing members of the Board lack meaningful real estate experience, which is simply remarkable in light of the more than $20 billion of real estate on the Company's balance sheet, as well any other expertise that is useful to the Company. Based on the foregoing, we call for all of the existing members of the Board, with the possible exception of Bruce Frank, not to run for reelection at the Company's 2015 annual meeting. We believe that the nominees to replace the outgoing Board members should possess significant real estate experience or an expertise that will be beneficial to the Company going forward. We strongly believe that these nominees should be selected based on deliberations among the incoming Chief Executive Officer, the incoming Non-Executive Chairman, and the new Board member(s) whose immediate appointment we are encouraging in this letter. Finally, we urge the Board to call an annual meeting as soon as practicable following the naming of a new Chief Executive Officer and a new Non-Executive Chairman.


David Simon
Chief Executive Officer and President
Twin Securities, Inc.

William Stanley, Interim Chairman and Interim Chief Executive Officer
Thomas Andruskevich, Director
Bruce Frank, Director
Leslie Michelson, Director
Edward Rendell, Director

The opinions expressed herein are those of Twin Securities, Inc., which is an independent adviser registered under the Investment Advisers Act of 1940, as amended. Registration does not imply a certain level of skill or training.


Twin Securities, Inc.

Kevin S. Gahwyler, Chief Operating Officer, 212-687-6850

Disclosure: The author is long ARCP.

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