Morris Manning & Martin, LLP

MMM Counsel to Cole in $11.2 Billion Merger

10.25.2013

Atlanta (October 24, 2013) ─ Morris, Manning & Martin, LLP (MMM) is ­­­counsel to Cole Real Estate Investments (NYSE: COLE) in its announced merger with American Realty Capital Properties, Inc. (NASDAQ: ARCP). A definitive agreement has been signed to merge the two companies. The transaction is valued at $11.2 billion and will create the net lease REIT with an enterprise value of $21.5 billion. The Merger Agreement has been unanimously approved by the board of directors of each company and is subject to customary closing conditions.

MMM has represented Cole for more than 10 years. MMM regularly advises on corporate, securities, tax, real estate and intellectual property matters, primarily advising on the creation and registration of Cole’s publicly-offered non-listed REITs and handling complex real estate acquisition transactions. MMM represented Cole Real Estate Investments, Inc. in its acquisition of Cole Holdings Corporation earlier in 2013.

The MMM team on the transaction included:

John G. “Sonny” Morris – Firm Chairman, Lead Real Estate Partner
Lauren Prevost – Lead Corporate Partner
Scott Allen – Corporate Partner
Lee Walker – Real Estate Partner
Gerald Thomas – Tax Partner
Doug Selph – Lending Partner
Heather Friedman – Environmental Partner
Seth Weiner – Corporate Partner
Carl Erhardt – Corporate Partner
Heath Linsky – Corporate Partner
Matt Sours – Real Estate Partner
Christina Graham – Real Estate Partner
Sarah Fritsch – Tax Associate
Stephanie Steele – Corporate Associate
Cody Goff – Environmental Associate
Brad Flynt – Real Estate Associate
Daniel Cochran – Real Estate Associate
Andy McRee – Real Estate Associate
Corey May – Real Estate Associate
Catherine E. Morgen – Real Estate Associate
Frances H. Parrish – Real Estate Associate
Melissa Baratian – Real Estate Of Counsel
Keith Burns – Real Estate Of Counsel
Brad Staley – Real Estate Associate
Gary Whaley - Special Counsel

Goldman, Sachs & Co. is acting as exclusive financial advisor to Cole. In addition to MMM, Wachtell, Lipton, Rosen & Katz and Venable LLP are acting as legal counsel to Cole, and Sullivan & Cromwell, LLP are acting as special counsel to Christopher Cole and certain executives in connection with the transaction. Barclays and RCS Capital, the investment banking division of Realty Capital Securities, LLC, are acting as financial advisors to ARCP and Proskauer Rose LLP is acting as Legal Counsel to ARCP in connection with the transaction.

About Morris, Manning & Martin, LLP

Morris, Manning & Martin (www.mmmlaw.com) is an AmLaw 200 law firm with national and international reach. We dedicate ourselves to the constant pursuit of our clients’ success. To provide our clients with optimal value, we combine market-leading legal services with a total understanding of their needs to maximize effectiveness, efficiency and opportunity. MMM enjoys national prominence for its real estate, litigation, technology, healthcare, intellectual property, capital markets, environmental, insurance, mergers & acquisitions and timberland & forest products practices. MMM has offices in Atlanta, Raleigh-Durham, Savannah, Taipei, Beijing and Washington, D.C. and an alliance with FGCN in São Paulo, Brazil.

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Media Contact: Terri Thornton, (404) 932-4347, [email protected]