VEREIT CEO Glenn Rufrano

PHOENIX—VEREIT Inc. and CIM Group said Monday afternoon they had signed a purchase agreement for an affiliate of CIM Group to acquire Cole Capital, VEREIT's investment management business. For VEREIT, the sale will represent a streamlining of its business; for Los Angeles-based CIM, it will bring a retail distribution network serving independent broker-dealers and registered investment advisors into the fold.

“The transaction allows us to simplify our core business model and focus on our large, diversified single-tenant real estate portfolio,” says Glenn Rufrano, VEREIT'S CEO. “Cole Capital will have a sponsor in CIM with an institutional foundation and established distribution relationships with wirehouses.”

The sale will bring up to $200 million to VEREIT, comprised of $120 million cash paid at closing under the purchase agreement and up to $80 million in fees to be paid under a six-year services agreement based on Cole's future revenues. VEREIT will be required to provide operational real estate support to Cole for approximately one year under the services agreement.

“CIM is acquiring expertise and what we believe are best-in-class performing funds in the net/finance lease sector,” says Richard Ressler, CIM co-founder and principal. “We believe that adding net/finance lease offerings to CIM's product capabilities is complementary to CIM's real asset platforms and will benefit all of our stakeholders.”

Cole has more than $7.6 billion in assets under management. It manages five public non-listed REITs: Cole Credit Property Trust IV Inc., Cole Credit Property Trust V Inc., Cole Real Estate Income Strategy Inc., Cole Office & Industrial REIT Inc. and Cole Office & Industrial REIT Inc.

The business came under the umbrella of what was then American Realty Capital Properties with ARCP's $11.2-billion acquisition of Cole Real Estate Investments Inc. in 2013. A year later, RCS Capital announced a deal to acquire Cole Capital for $700 million; however, the sale was called off in the aftermath of an October 2014 accounting scandal that led to the resignations of several ARCP executives and, eventually, the net lease REIT's re-establishment under a new name (VEREIT) with a new CEO (Rufrano).

One aspect of re-establishing VEREIT, Rufrano told GlobeSt.com this past May, was re-establishing Cole Capital, “which had been tarnished by some of the issues in 2014—not that Cole had anything to do with it, but when our financials were pulled, many of the broker-dealers suspended sales. In 2015, we were not selling a lot of equity; in 2016, we raised $487 million of equity, which is a remarkable turnaround that Cole achieved. It had no market share in '15 and 10% in '16, and we believe we're well on our way to re-establishing that brand.”

Citigroup Global Markets Inc. acted as the exclusive financial advisor to VEREIT on the sale to CIM. The transaction is expected to close in the fourth quarter of 2017 or the first quarter of 2018.

VEREIT CEO Glenn Rufrano

PHOENIX—VEREIT Inc. and CIM Group said Monday afternoon they had signed a purchase agreement for an affiliate of CIM Group to acquire Cole Capital, VEREIT's investment management business. For VEREIT, the sale will represent a streamlining of its business; for Los Angeles-based CIM, it will bring a retail distribution network serving independent broker-dealers and registered investment advisors into the fold.

“The transaction allows us to simplify our core business model and focus on our large, diversified single-tenant real estate portfolio,” says Glenn Rufrano, VEREIT'S CEO. “Cole Capital will have a sponsor in CIM with an institutional foundation and established distribution relationships with wirehouses.”

The sale will bring up to $200 million to VEREIT, comprised of $120 million cash paid at closing under the purchase agreement and up to $80 million in fees to be paid under a six-year services agreement based on Cole's future revenues. VEREIT will be required to provide operational real estate support to Cole for approximately one year under the services agreement.

“CIM is acquiring expertise and what we believe are best-in-class performing funds in the net/finance lease sector,” says Richard Ressler, CIM co-founder and principal. “We believe that adding net/finance lease offerings to CIM's product capabilities is complementary to CIM's real asset platforms and will benefit all of our stakeholders.”

Cole has more than $7.6 billion in assets under management. It manages five public non-listed REITs: Cole Credit Property Trust IV Inc., Cole Credit Property Trust V Inc., Cole Real Estate Income Strategy Inc., Cole Office & Industrial REIT Inc. and Cole Office & Industrial REIT Inc.

The business came under the umbrella of what was then American Realty Capital Properties with ARCP's $11.2-billion acquisition of Cole Real Estate Investments Inc. in 2013. A year later, RCS Capital announced a deal to acquire Cole Capital for $700 million; however, the sale was called off in the aftermath of an October 2014 accounting scandal that led to the resignations of several ARCP executives and, eventually, the net lease REIT's re-establishment under a new name (VEREIT) with a new CEO (Rufrano).

One aspect of re-establishing VEREIT, Rufrano told GlobeSt.com this past May, was re-establishing Cole Capital, “which had been tarnished by some of the issues in 2014—not that Cole had anything to do with it, but when our financials were pulled, many of the broker-dealers suspended sales. In 2015, we were not selling a lot of equity; in 2016, we raised $487 million of equity, which is a remarkable turnaround that Cole achieved. It had no market share in '15 and 10% in '16, and we believe we're well on our way to re-establishing that brand.”

Citigroup Global Markets Inc. acted as the exclusive financial advisor to VEREIT on the sale to CIM. The transaction is expected to close in the fourth quarter of 2017 or the first quarter of 2018.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.