ARCP Securities Litigation
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Welcome to the ARCP Securities Litigation Website

This website has been established to provide general information related to the proposed settlement of the lawsuit known as In re American Realty Capital Properties, Inc. Litigation, Civil Action No. 1:15-mc-00040-AKH (the "Litigation"), pending before the United States District Court for the Southern District of New York (the “Court”). The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation of Settlement dated September 30, 2019, which can be found and downloaded by clicking on the Case Documents tab above.

The Teachers Insurance and Annuity Association of America, College Retirement Equities Fund, TIAA-CREF Equity Index Fund, TIAA-CREF Real Estate Securities Fund, TIAA-CREF Large Cap Value Index Fund, TIAA-CREF Small Cap Blend Index Fund, TIAA-CREF Life Real Estate Securities Fund, TIAA-CREF Life Equity Index Fund, and TIAA-CREF Bond Index Fund is referred to as the "Lead Plaintiff."  ARCP (now known as VEREIT), AR Capital, LLC, ARC Properties Advisors, LLC, certain of ARCP's and AR Capital's current or former officers and directors, Grant Thornton LLP, and the underwriters involved in four securities offerings by ARCP during the Class Period are called the Defendants.

The Court appointed the law firm of Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) as Lead Counsel to represent Class Members.


Lead Plaintiff’s Third Amended Complaint for Violations of the Federal Securities Laws (the “Complaint”) alleges that Defendants variously violated §§11 and/or 15 of the Securities Act of 1933 and/or §§10(b) and 20(a) of the Securities Exchange Act of 1934.  More specifically, Lead Plaintiff alleges that ARCP failed to properly report Adjusted Funds From Operations (“AFFO”), a common measure of REIT performance, by improperly and artificially inflating AFFO, causing it to be overstated.  Lead Plaintiff further alleges that when the true facts regarding the alleged accounting improprieties were revealed, that artificial inflation was removed from the prices of ARCP Securities, causing the prices to drop and damaging members of the Class.

Defendants deny all of Lead Plaintiff’s allegations.  Defendants contend that they did not make any false or misleading statements and that they disclosed all information required to be disclosed by the federal securities laws.

Each Defendant would raise numerous defenses at trial as applicable to the claims against them.  Among other things, Defendants would argue that: (i) Plaintiffs failed to show any materially false or misleading statements or omissions regarding ARCP’s methodology for calculating AFFO; (ii) any misstatement or omission regarding ARCP’s methodology for calculating AFFO would have been immaterial as a matter of law under the “truth on the market” doctrine because the actual methodology used to calculate AFFO was simultaneously disclosed in, and apparent on the face of, ARCP’s public filings; (iii) ARCP had discretion in how to calculate AFFO, a non-GAAP metric, and because the calculation of AFFO is a statement of financial opinion, Plaintiffs would be required, but unable, to show that statements regarding ARCP’s methodology for calculating AFFO were both objectively and subjectively false at the time they were made; (iv) there is no evidence that Defendants acted intentionally or recklessly in connection with the alleged misstatements; (v) Plaintiffs failed to prove that certain Defendants had actual control over any alleged misstatement by ARCP; (vi) Plaintiffs failed to demonstrate an adequate causal relationship between the alleged misstatements or omissions and any losses they suffered; (vii) statements regarding ARCP’s internal controls were statements of opinion, and Plaintiffs could not show that management did not objectively or subjectively believe those statements of opinion at the time they were made; (viii) the alleged misstatements in Grant Thornton’s audit reports were statements of opinion, and Plaintiffs could not show that those opinion statements omitted known material facts that would render them misleading; (ix) Grant Thornton cannot be held liable for any alleged misstatements outside of the audited financial statements; (x) certain Defendants are shielded from any Section 11 liability by their exercise of due diligence; (xi) Plaintiffs’ Section 11 claims based on certain equity offerings fail because Plaintiffs could not trace their shares to the allegedly false or misleading registration statements; (xii) Plaintiffs’ claims based on forward-looking statements concerning ARCP’s AFFO projections are legally inactionable and did not cause any losses; and (xiii) in the event of liability, damages would be significantly lower than the damages calculated by Plaintiffs’ expert.  Lead Plaintiff believed that it could overcome each of these defenses and prevail at trial.  However, Lead Plaintiff understood that a jury may have agreed with some or all of the Defendants’ anticipated defenses, which could have resulted in a much smaller recovery or no recovery at all.

The Class includes all persons and entities that purchased or otherwise acquired the common stock, preferred stock, or debt securities of ARCP (now known as Vereit, Inc.) or ARC Properties Operating Partnership, L.P. (now known as Vereit Operating Partnership, L.P.) (“ACRP Securities”) during the period between February 28, 2013 and October 29, 2014 (the “Class Period”). Excluded from the Class are Defendants, members of the immediate families of each of the Defendants, any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any Defendant, and the legal representatives, agents, affiliates, heirs, successors-in-interest, or assigns of any such excluded party.  For the avoidance of doubt, this exclusion does not extend to: (1) any investment company or pooled investment fund in which a Third-Party Underwriter Defendant may have a direct or indirect interest, or as to which its affiliates may act as an advisor, but of which a Third-Party Underwriter Defendant or its respective affiliates is not a majority owner or does not hold a majority beneficial interest; or (2) any employee benefit plan as to which a Third-Party Underwriter Defendant or its affiliates acts as an investment advisor or otherwise may be a fiduciary; provided, however, that membership in the Class by such investment company, pooled investment fund or employee benefit plan is limited to transactions in ARCP Securities made on behalf of, or for the benefit of, persons other than persons that are excluded from the Class by definition.  In other words, the Third-Party Underwriter Defendants cannot make a claim on their own behalf for their ownership share in any of the above entities.

Additionally, the Class excludes any person or entity that entered into any other settlement agreement or otherwise provided a release to any Defendant relating to or arising from the purchase or other acquisition of ARCP Securities prior to October 29, 2014.  Also excluded from the Class is any Class Member who timely and validly requested exclusion in accordance with the requirements set by the Court in connection with the Notice of Pendency of Class Action (the "Notice") found on the Case Documents tab above.

If you did not exclude yourself from the Class in connection with the Notice of Pendency of Class Action, you remain a Class Member.


The Settlement, if approved, will result in the creation of a cash settlement fund of $1,025,000,000.00.  This fund, plus accrued interest and minus the costs of the Notice and all costs associated with the administration of the Settlement, as well as attorneys’ fees and expenses, and the payment of Plaintiffs’ costs and expenses in representing the Class, as approved by the Court (the “Net Settlement Fund”), will be distributed to eligible Class Members pursuant to the Plan of Allocation that is described in the Notice.

Class Members' recovery will depend on the number of valid Proof of Claim and Release forms that Class Members send in and how many and which type of ARCP Security a claimant purchased or otherwise acquired during the Class Period, and whether the claimant sold any of those securities and when they sold them.

Although the information in this website is intended to assist you, it does not replace the information contained in the relevant case documents found on the Case Documents tab above. We recommend that you read the relevant case documents carefully and in their entirety.


SUBMIT A PROOF OF CLAIM AND RELEASE The only way to be eligible to receive a payment from the Settlement. Proofs of Claim and Release must be postmarked (if mailed) or received (if submitted online) on or before January 23, 2020.
OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION Write to the Court about why you do not like the Settlement, the Plan of Allocation and/or the request for attorneys’ fees and expenses.  Objections must be postmarked on or before December 31, 2019.
Ask to speak in Court about the fairness of the Settlement.  Requests to speak must be postmarked on or before December 31, 2019.  If you submit a written objection, you may (but you do not have to) attend the hearing.
DO NOTHING Receive no payment.  You will, however, still be a Class Member, which means that you give up your right to ever be part of any other lawsuit against the Defendants or any other Released Person about the legal claims being resolved by this Settlement and you will be bound by any judgments or orders entered by the Court in the Litigation.


Submit a Proof of Claim and Release January 23, 2020
Submit Objection  December 31, 2019
Settlement Hearing January 21, 2020 at 11:00 a.m. EDT