American Realty Capital Properties Inc. ("American Realty" or the Company) is an externally managed real estate company that focuses on owning and acquiring single-tenant freestanding commercial real estate properties.
According to the law firm press release, the Complaint charges that Defendants made materially false and misleading statements, including they overstated non-controlling interests in calculating adjusted funds from operations, a key metric that measures the Company’s earnings and cash flow.
On July 29, 2014, the Company disclosed that it had replaced its CFO and CAO after the Company’s Audit Committee had identified financial statement errors in the release of first and second quarter 2014 financials. The Company’s Audit Committee concluded that the Company incorrectly included certain amounts related to its non-controlling interests in its calculation of AFFO. Moreover, the Company revealed “that this error was identified but intentionally not corrected, and other AFFO and financial statement error was intentionally made.” The Audit Committee also stated that it was investigating American Realty’s fiscal 2013 Form 10-K for potential errors.
On this news, American Realty common stock traded as low as $7.85 per share on October 29, 2014, a decline in excess of $4.50 per share from the prior day’s close.
On February 13, 2015, the Court issued an Order consolidating this case, along with other individual cases, under Docket 15-MC-00040, and appointing Lead Plaintiff and Counsel. On April 17, Lead Plaintiff filed an amended Complaint.
On May 29, Defendants filed Motions to Dismiss the amended Complaint. On November 6, the Court issued an Order granting in part and denying in part Defendants' Motions to Dismiss. Lead Plaintiff filed a second amended Complaint on December 11. On December 15, the Court issued an Order consolidating cases. On December 18, Lead Plaintiff filed a corrected Complaint.
On February 12, 2016, Defendants filed Motions to Dismiss the second amended Complaint. On August 5, the Court issued an Order granting in part and denying in part Defendants' Motions to Dismiss. Lead Plaintiff filed a third amended Complaint on September 30. Defendants filed a Motion for Summary Judgment on February 8, 2019. On May 10, the Court issued an Order denying in part and granting in part the Motion for Summary Judgment. On May 16, the Court issued an Order regulating Class Definition. On May 20, the Court issued an Order withdrawing the partial Summary Judgment against the Issuer Defendant. On September 30, the parties entered into a Stipulation of Settlement. On October 4, the Court issued an Order granting preliminary approval of the Settlement. On January 22, 2020, the Court granted final approval of the Settlement and entered Final Judgment.