Note 2  Merger Transaction On February 16, 2017 , the Company and the OP completed (a) the merger of American Realty Capital  Retail Centers of America, Inc. (RCA) with and into a subsidiary of the Company (the Merger Sub), with the Merger Sub surviving as a wholly owned subsidiary of the Company and (b) the merger of American Realty Capital Retail Operating Partnership, L.P. (the RCA OP) with and into the OP, with the OP as the surviving entity (together, the Merger). Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger (the Merger Agreement) entered into by the Company and the OP with RCA, the RCA OP and the Merger Sub, at the effective time of the Merger on February 16, 2017 (the Effective Time), each outstanding share of common stock of RCA, $0.01 par value per share (RCA Common Stock) (including any restricted shares of RCA Common Stock and fractional shares), was converted into (x) 0.385 shares of the Companys common stock (the Stock Consideration) and (y) cash from the Company, in an amount equal to $0.95 per share (the Cash Consideration, and together with the Stock Consideration, the Merger Consideration). In addition, at the Effective Time, (i) each unit of partnership interest of the RCA OP designated as an OP unit issued and outstanding immediately prior to the Effective Time (other than those held by RCA as described in clause (ii) below) was automatically converted into 0.424 validly issued units of limited partnership interest of the OP (the Partnership Merger Consideration); (ii) each unit of partnership interest of the RCA OP designated as either an OP unit or a GP unit held by RCA and issued and outstanding immediately prior to the Effective Time was automatically converted into 0.385 validly issued units of limited partnership interest of the OP; (iii) each unit of partnership interest of the RCA OP designated as a Class B Unit held by RCAs advisor and a sub-advisor issued and outstanding immediately prior to the Effective Time was converted into the Partnership Merger Consideration (the Class B Consideration, and together with the Partnership Merger Consideration and the Merger Consideration, the Total Merger Consideration), and (iv) the interest of American Realty Capital Retail Advisor, LLC, the special limited partner of the RCA OP (the RCA Advisor), in the RCA OP was redeemed for a cash payment, determined in accordance with the existing terms of the RCA OPs agreement of limited partnership. In addition, as provided in the Merger Agreement, all outstanding restricted shares of RCA Common Stock previously issued by RCA became fully vested and entitled to receive the Merger Consideration. The Company issued 38.2 million shares of its common stock as Stock Consideration and paid $94.5 million in Cash Consideration. Prior to the Merger, the Company and RCA each were sponsored, directly or indirectly, by AR Global. AR Global and its affiliates provide investment and advisory services to the Company, and previously provided such services to RCA, pursuant to written advisory agreements. In connection with, and subject to the terms and conditions of the Merger Agreement, RCA OP units held by AR Global and its affiliates were exchanged for limited partner interests in the OP designated as OP units (OP Units) and certain special limited partner interests in the RCA OP held by AR Global and its affiliates were, consistent with the terms of the RCA OP partnership agreement, redeemed for a cash payment of approximately $2.8 million . The Advisor informed the Company that the Advisor engaged Lincoln Retail REIT Services, LLC (Lincoln) as an independent service provider to provide real estate-related services similar to the services provided by Lincoln to the RCA Advisor prior to the Effective Time. Lincoln will continue to provide, subject to the Advisors or its affiliates oversight, asset management, property management and leasing services for those multi-tenant properties acquired by the Company from RCA in the Merger. The Advisor informed the Company that the Advisor agreed to pass through to Lincoln a portion of the fees and/or other expense reimbursements otherwise payable to the Advisor or its affiliates by the Company for services rendered by Lincoln. The Company has no obligation to Lincoln. Accounting Treatment for the Merger The Merger was accounted for under the acquisition method for business combinations pursuant to accounting principles generally accepted in the United States of America (GAAP), with the Company as the accounting acquirer of RCA. The consideration transferred by the Company to acquire RCA established a new accounting basis for the assets acquired, liabilities assumed and any non-controlling interests, measured at their respective fair value as of the Effective Time. In determining the fair value of the consideration transferred, including the Stock Consideration and any non-controlling interests, the Company utilized multiple sources including real estate valuations prepared by independent valuation firms and market sales data. The fair value of the Total Merger Consideration that exceeded the fair value of net assets acquired, was recorded as goodwill. The following table summarizes the estimated fair value of the consideration transferred pursuant to the Merger and the estimated fair values of the assets acquired and liabilities assumed as of the Effective Time. (In thousands) RCA Total Consideration: Fair value of the Cash Consideration, including redemption of fractional shares, as defined in the Merger Agreement $ 94,504 Fair value of the Stock Consideration (1) 917,046 Fair value of the Partnership Merger Consideration 2 Fair value of the Class B Consideration 4,882 Fair value of the Total Merger Consideration $ 1,016,434 Assets Acquired at Fair Value Land $ 282,063 Buildings, fixtures and improvements 1,079,944 Acquired intangible lease assets 178,634 Total real estate investments, at fair value 1,540,641 Cash and cash equivalents 21,922 Restricted cash 4,241 Prepaid expenses and other assets 18,959 Goodwill 1,605 Total assets acquired at fair value 1,587,368 Liabilities Assumed at Fair Value Mortgage notes payable 127,651 Mortgage premiums 4,143 Credit facility 304,000 Market lease liabilities 104,840 Derivatives 203 Accounts payable and accrued expenses 21,291 Deferred rent and other liabilities 8,806 Total liabilities assumed at fair value 570,934 Net assets acquired $ 1,016,434 _________________________________ (1) Valued at $24.00 per share as of the date of the Merger. As a result of the Merger, the Company acquired goodwill of $1.6 million , which is primarily attributable to expected synergies from combining operations of the Company and RCA.