Filed Pursuant to Rule 424(b)(3)
Registration No. 333-163069
AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC.
SUPPLEMENT NO. 6, DATED SEPTEMBER 27, 2013,
TO THE PROSPECTUS, DATED MAY 1, 2013
This prospectus supplement, or this Supplement No. 6, is part of the prospectus of American Realty Capital New York Recovery REIT, Inc., or the Company, dated May 1, 2013, or the Prospectus, as supplemented by Supplement No. 3, dated July 15, 2013, or Supplement No. 3, Supplement No. 4, dated August 29, 2013, or Supplement No. 4, and Supplement No. 5, dated September 6, 2013, or Supplement No. 5. This Supplement No. 6 replaces, supplements, modifies and supersedes certain information contained in the Prospectus, Supplement No. 3, Supplement No. 4 and Supplement No. 5 and should be read in conjunction with the Prospectus. This Supplement No. 6 will be delivered with the Prospectus. Unless the context suggests otherwise, the terms “we,” “us” and “our” used herein refer to the Company, together with its consolidated subsidiaries.
The purpose of this Supplement No. 6 is to, among other things:
| • | disclose operating information, including the status of the offering, the shares currently available for sale, information about our follow-on offering and extension of this offering, the status of distributions, information about our share repurchase program, the status of fees paid and deferred, our real estate investment summary and selected financial data; |
| • | update suitability standards for Iowa investors; |
| • | update disclosure relating to our management compensation; |
| • | update disclosure relating to our market overview; |
| • | update disclosure relating to our affiliates; |
| • | update disclosure relating to our affiliated transaction best practices policy; |
| • | update our prior performance information; |
| • | update our description of real estate investments and financing obligations; |
| • | update our disclosure relating to potential property investments; |
| • | update information relating to permitted transfers on death for Puerto Rico and Texas residents; |
| • | update our Experts section; |
| • | incorporate certain information by reference; |
| • | replace Appendix C-1 — Subscription Agreement and Appendix C-2 — Multi-Offering Subscription Agreement; and |
| • | replace Appendix D – Transfer on Death Designation. |
TABLE OF CONTENTS
TABLE OF CONTENTS
| | | | |
| | Supplement No. 6 Page No. | | Prospectus Page No. |
Operating Information
| | | | | | | | |
Status of the Offering | | | S-2 | | | | N/A | |
Shares Currently Available for Sale | | | S-2 | | | | N/A | |
Follow-on Offering and Extension of Offering | | | S-2 | | | | N/A | |
Status of Distributions | | | S-2 | | | | N/A | |
Share Repurchase Program | | | S-4 | | | | N/A | |
Status of Fees Paid and Deferred | | | S-5 | | | | N/A | |
Real Estate Investment Summary | | | S-6 | | | | N/A | |
Selected Financial Data | | | S-8 | | | | N/A | |
Prospectus Updates
| | | | | | | | |
Investor Suitability Standards | | | S-9 | | | | ii | |
Prospectus Summary | | | S-9 | | | | 18 | |
Estimated Use of Proceeds | | | S-11 | | | | 72 | |
Market Overview | | | S-11 | | | | 73-74, 77 | |
Management | | | S-12 | | | | 96, 101 | |
Management Compensation | | | S-14 | | | | 105, 111 | |
Conflicts of Interest | | | S-16 | | | | 117-118, 120, 121 | |
Investment Strategy, Objectives and Policies | | | S-17 | | | | 132, 134 | |
Description of Real Estate Investments | | | S-17 | | | | 144, 146, 164 | |
Prior Performance Summary | | | S-21 | | | | 187-191 | |
Summary of Our Organizational Documents | | | S-25 | | | | 243 | |
How to Subscribe | | | S-25 | | | | 260 | |
Experts | | | S-25 | | | | 265 | |
Incorporation of Certain Information by Reference | | | S-25 | | | | 266 | |
Subscription Agreements | | | S-25 | | | | C-1-1, C-2-1 | |
Transfer on Death Designation | | | S-25 | | | | D-1 | |
Appendix C-1 — Multi-Offering Subscription Agreement | | | C-1-1 | | | | C-1-1 | |
Appendix C-2 — Multi-Offering Subscription Agreement | | | C-2-1 | | | | C-2-1 | |
Appendix D — Transfer on Death Designation | | | D-1 | | | | D-1 | |
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OPERATING INFORMATION
Status of the Offering
We commenced our reasonable best efforts initial public offering of up to 150.0 million shares of common stock on September 2, 2010 (excluding shares to be issued under the distribution reinvestment plan, or DRIP). On December 9, 2010, we satisfied the general escrow conditions of our public offering of common stock. On such date, we received and accepted aggregate subscriptions equal to the minimum of $2.0 million in shares of common stock, broke escrow and issued shares to our initial investors. On March 6, 2012, we raised in excess of $75.0 million in aggregate gross proceeds from all investors for shares of our common stock. Accordingly, we began accepting subscriptions from all states, including from residents of Pennsylvania.
As of August 31, 2013, we had acquired 19 commercial and residential properties which were 95.2% leased on a weighted average basis as of such date. As of August 31, 2013, we had total real estate investments, at cost, of $773.8 million. As of June 30, 2013, we had incurred, cumulatively to that date, $65.7 million in selling commissions, dealer manager fees and offering costs for the sale of our common stock.
In connection with the extension of our initial public offering described below, we will offer shares of our common stock until the earlier of (i) the sale of all 150.0 million shares offered in the primary portion of our initial public offering (plus any shares reallocated from the 25.0 million shares offered under the DRIP portion of our initial public offering), (ii) March 1, 2014, or (iii) the date the registration statement relating to our proposed follow-on offering is declared effective by the Securities and Exchange Commission, or the SEC.
Shares Currently Available for Sale
On December 15, 2011, we exercised our option to convert all outstanding preferred shares from a private offering to “accredited investors” (as defined in Regulation D as promulgated under the Securities Act of 1933, as amended) into 2.0 million shares of common stock on a one-for-one basis. As of August 31, 2013, we had received aggregate gross proceeds of $905.7 million, consisting of $878.0 million from the sale of 89.0 million shares of common stock in our public offering, $10.7 million from the DRIP and $17.0 million from the converted preferred shares.
As of August 31, 2013, there were 92.2 million shares of our common stock outstanding, including restricted stock, converted preferred shares and shares issued under the DRIP. As of August 31, 2013, there were 58.8 million shares of our common stock available for sale, excluding shares available under our DRIP.
Follow-on Offering and Extension of Offering
On August 2, 2013, we filed a registration statement on Form S-11 with the SEC to register a follow-on public offering. Pursuant to the registration statement, we may register 12.5 million shares of our common stock in the primary portion of such follow-on offering, which represent unsold shares that we may carry over from the primary portion of our initial public offering. We also may register 1.25 million shares of common stock pursuant to our DRIP, which represent unsold shares that we may carry over from the DRIP portion of our initial public offering. We do not expect to register any shares in our follow-on offering which would cause the total shares registered by us in our initial public offering and follow-on offering, in the aggregate, to exceed the $1.7 billion initial aggregate registration amount of our initial public offering.
In connection with the filing of such follow-on offering registration statement, we have determined to continue offering shares in our initial public offering beyond September 2, 2013. We currently intend to continue offering shares of common stock in our initial public offering until the earlier of (i) the sale of all 150.0 million shares offered in the primary portion of our initial public offering (plus any shares reallocated from the 25.0 million shares offered under the DRIP portion of our initial public offering), (ii) March 1, 2014, or (iii) the date the registration statement relating to our proposed follow-on offering is declared effective by the SEC.
Status of Distributions
On September 22, 2010, our board of directors declared a distribution rate equal to a 6.05% annualized rate based on the offering price of $10.00 per share of our common stock, commencing December 1, 2010. The distributions are payable by the 5th day following each month end to stockholders of record at the close
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of business each day during the prior month. The dividend is calculated based on stockholders of record each day during the applicable period at a rate of $0.00165753424 per day.
In conjunction with the offering of the preferred shares, the board of directors declared, on a monthly basis, cumulative cash distributions at the rate of 8% per annum of the $9.00 liquidation preference per share (resulting in a distribution rate of 8.23% of the purchase price of the preferred shares if the purchase price was $8.75 and a distribution rate of 8.47% of the purchase price of the preferred shares if the purchase price was $8.50). The distribution on each of our preferred shares was cumulative from the first date on which such preferred share was issued and we aggregated and paid the distributions monthly in arrears on or about the first business day of each month. On December 15, 2011, we exercised our option to convert the preferred shares into common stock on a one-for-one basis. Therefore, as of December 31, 2011, there are no more preferred shares outstanding. All distributions related to preferred shares have been paid as of December 31, 2011 and therefore no more distributions are owed to the former preferred stockholders.
The amount of distributions payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to qualify and maintain our status as a real estate investment trust under the Internal Revenue Code of 1986, as amended. Our board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.
During the six months ended June 30, 2013, distributions paid to common stockholders totaled $8.2 million inclusive of $3.9 million of the value of common stock issued under the DRIP.
During the six months ended June 30, 2013, cash used to pay our distributions was generated from cash flows provided by operations and from common stock issued under the DRIP. We have continued to pay distributions to our stockholders each month since our initial distribution payment in April 2010.
The following table shows the sources for the payment of distributions to common stockholders for the six months ended June 30, 2013 and the years ended December 31, 2012 and 2011:
| | | | | | | | | | | | |
| | Six Months Ended June 30, 2013 | | Year Ended December 31, 2012 | | Year Ended December 31, 2011 |
(In thousands) | | | | Percentage of Distributions | | | | Percentage of Distributions | | | | Percentage of Distributions |
Distributions:
| | | | | | | | | | | | | | | | | | | | | | | | |
Distribution paid in cash | | $ | 4,216 | | | | | | | $ | 3,445 | | | | | | | $ | 2,025 | | | | | |
Distributions reinvested | | | 3,941 | | | | | | | | 3,528 | | | | | | | | 419 | | | | | |
Total distributions | | $ | 8,157 | | | | | | | $ | 6,703 | | | | | | | $ | 2,444 | | | | | |
Source of distribution coverage:
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows provided by operations(1) | | $ | 4,216 | | | | 51.7 | % | | $ | 3,029 | | | | 45.2 | % | | $ | 263 | | | | 10.8 | % |
Common stock issued under the DRIP/offering proceeds | | | 3,941 | | | | 48.3 | % | | | 2,563 | | | | 38.2 | % | | | 419 | | | | 17.1 | % |
Proceeds from issuance of common stock | | | — | | | | — | % | | | — | | | | — | % | | | 431 | | | | 17.6 | % |
Proceeds from financings | | | — | | | | — | % | | | 1,111 | | | | 16.6 | % | | | 1,331 | | | | 54.5 | % |
Total sources of distributions | | $ | 8,157 | | | | 100.0 | % | | $ | 6,703 | | | | 100.0 | % | | $ | 2,444 | | | | 100.0 | % |
Cash flows provided by (used in) operations (GAAP(2) basis) | | $ | 4,512 | | | | | | | $ | 3,029 | | | | | | | $ | 263 | | | | | |
Net loss attributable to stockholders (in accordance with GAAP(2))(1) | | $ | (775 | ) | | | | | | $ | (6,339 | ) | | | | | | $ | (3,419 | ) | | | | |
| (1) | Cash flows provided by operations for the six months ended June 30, 2013 and the years ended December 31, 2012 and 2011 included $0.4 million, $6.1 million and $1.6 million of acquisition- and transaction-related expenses, respectively. |
| (2) | Accounting principles generally accepted in the United States of America, or GAAP. |
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The following table compares cumulative distributions paid to cumulative net loss (in accordance with GAAP) for the period from October 6, 2009 (date of inception) through June 30, 2013.
| | |
(In thousands) | | For the Period from October 6, 2009 (date of inception) to June 30, 2013 |
Distributions paid:
| | | | |
Preferred stockholders | | $ | 2,158 | |
Common stockholders in cash | | | 8,212 | |
Common stockholders pursuant to DRIP/offering proceeds | | | 7,618 | |
Total distributions paid | | $ | 17,988 | |
Reconciliation of net loss:
| | | | |
Revenues | | $ | 44,566 | |
Acquisition and transaction-related expenses | | | (9,442 | ) |
Depreciation and amortization | | | (23,452 | ) |
Other operating expenses | | | (9,148 | ) |
Other non-operating expenses | | | (14,823 | ) |
Net income attributable to non-controlling interests | | | 3 | |
Net loss (in accordance with GAAP)(1) | | $ | (12,296 | ) |
| (1) | Net loss as defined by GAAP includes the non-cash impact of depreciation and amortization expense as well as costs incurred relating to acquisitions and related transactions. |
Share Repurchase Program
Our share repurchase program generally requires you to hold your shares for at least one year prior to submitting them for repurchase by us. Our share repurchase program also contains numerous restrictions on your ability to sell your shares to us. During any calendar year, we may repurchase no more than 5.0% of the weighted-average number of shares outstanding during the prior calendar year. Further, the cash available for redemption on any particular date will generally be limited to the proceeds from the DRIP and we generally will limit the amount we spend to repurchase shares in a given quarter to the amount of proceeds we received from the DRIP in that same quarter; however, subject to the limitations described above, we may use other sources of cash at the discretion of our board of directors. We may amend, suspend or terminate the program at any time upon 30 days’ notice.
The following table reflects the cumulative number of shares repurchased as of December 31, 2012, June 30, 2013 and for the six months ended June 30, 2013:
| | | | | | |
| | Number of Requests | | Number of Shares Repurchased | | Average Price per Share |
Cumulative repurchase requests as of December 31, 2012 | | | 11 | | | | 84,199 | | | $ | 9.56 | |
Six months ended June 30, 2013 | | | 12 | | | | 107,286 | | | | 9.60 | |
Cumulative repurchase requests as of June 30, 2013(1) | | | 23 | | | | 191,485 | | | $ | 9.59 | |
| (1) | Includes three unfulfilled repurchase requests consisting of 8,347 shares at an average price per share of $9.91, which were approved for repurchase as of June 30, 2013 and completed in July 2013. |
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Status of Fees Paid and Deferred
The following table reflects the fees and expense reimbursements incurred and unpaid to our dealer manager, advisor and property manager as of and for the periods presented (in thousands):
| | | | | | | | | | | | |
| | Incurred Six Months Ended June 30, 2013 | | Forgiven Six Months Ended June 30, 2013 | | Unpaid As of June 30, 2013 | | Incurred Year Ended December 31, 2012 | | Forgiven Year Ended December 31, 2012 | | Unpaid As of December 31, 2012 |
Selling commissions and dealer manager fees | | $ | 37,368 | | | $ | — | | | $ | 295 | | | $ | 12,576 | | | $ | — | | | $ | 93 | |
Offering costs(1) | | | 1,407 | | | | — | | | | 151 | | | | (1,240 | ) | | | — | | | | 83 | |
Acquisition fees (2) | | | (825 | ) | | | — | | | | — | | | | 3,607 | | | | — | | | | 2,018 | |
Financing coordination fees | | | 450 | | | | — | | | | — | | | | 1,166 | | | | — | | | | 539 | |
Asset management fees(3) | | | — | | | | — | | | | — | | | | — | | | | 540 | | | | — | |
Distributions related to Class B Units | | | 40 | | | | — | | | | 28 | | | | — | | | | — | | | | — | |
Property management and leasing fees | | | — | | | | 371 | | | | — | | | | — | | | | 494 | | | | — | |
Strategic advisory fees | | | 605 | | | | | | | | 151 | | | | | | | | | | | | | |
| (1) | Commencing in the first quarter of 2012, our advisor elected to cap cumulative offering costs incurred by us, net of unpaid amounts, to 15% of common stock proceeds during the offering period. To comply with this policy, our advisor reimbursed us for $4.7 million in cash of offering related costs during the year ended December 31, 2012. |
| (2) | In June 2013, our advisor elected to reimburse us $2.5 million for insourced acquisition expenses and legal reimbursements incurred. |
| (3) | Asset management fees through June 30, 2012 were waived. Effective July 1, 2012, we began issuing to our advisor restricted performance based Class B units for asset management services, which will be forfeited immediately if certain conditions occur. |
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Real Estate Investment Summary
Real Estate Portfolio
We acquire and operate commercial properties. All such properties may be acquired and operated by us alone or jointly with another party. As of August 31, 2013, our portfolio of real estate properties was 95.2% leased on a weighted average basis. Our portfolio is comprised of the following properties as of August 31, 2013:
| | | | | | | | | | | | |
Portfolio Property | | Acquisition Date | | Number of Properties | | Rentable Square Feet | | Occupancy | | Remaining Lease Term(1) | | Base Purchase Price(2) |
| | | | | | | | | | | | (In thousands) |
Interior Design Building | | | Jun. 2010 | | | | 1 | | | | 81,082 | | | | 100.0 | % | | | 2.9 | | | $ | 32,250 | |
367 – 387 Bleecker Street(3) | | | Dec. 2010 | | | | 3 | | | | 9,724 | | | | 100.0 | % | | | 6.5 | | | | 34,000 | |
Foot Locker | | | Apr. 2011 | | | | 1 | | | | 6,118 | | | | 100.0 | % | | | 12.4 | | | | 6,166 | |
Regal Parking Garage | | | Jun. 2011 | | | | 1 | | | | 12,856 | | | | 100.0 | % | | | 20.9 | | | | 5,400 | |
Duane Reade | | | Oct. 2011 | | | | 1 | | | | 9,767 | | | | 100.0 | % | | | 15.2 | | | | 14,000 | |
416 Washington Street | | | Nov. 2011 | | | | 1 | | | | 22,306 | | | | 23.2 | % | | | 3.9 | | | | 9,860 | |
One Jackson Square | | | Nov. 2011 | | | | 1 | | | | 7,080 | | | | 100.0 | % | | | 13.9 | | | | 22,500 | |
350 West 42nd Street | | | Mar. 2012 | | | | 1 | | | | 42,774 | | | | 100.0 | % | | | 13.0 | | | | 20,700 | |
1100 Kings Highway | | | May 2012 | | | | 1 | | | | 61,318 | | | | 100.0 | % | | | 8.1 | | | | 36,727 | |
163 Washington Avenue Apartments(4) | | | Sep. 2012 | | | | 1 | | | | 41,613 | | | | 97.6 | % | | | 1.0 | | | | 31,500 | |
1623 Kings Highway | | | Oct. 2012 | | | | 1 | | | | 19,960 | | | | 100.0 | % | | | 9.5 | | | | 13,250 | |
256 West 38th Street | | | Dec. 2012 | | | | 1 | | | | 118,815 | | | | 86.9 | % | | | 5.0 | | | | 48,600 | |
229 West 36th Street | | | Dec. 2012 | | | | 1 | | | | 148,894 | | | | 100.0 | % | | | 11.8 | | | | 64,850 | |
350 Bleecker Street | | | Dec. 2012 | | | | 1 | | | | 14,511 | | | | 100.0 | % | | | 12.3 | | | | 10,900 | |
218 West 18th Street | | | Mar. 2013 | | | | 1 | | | | 165,670 | | | | 83.7 | % | | | 10.1 | | | | 112,000 | |
50 Varick Street | | | July 2013 | | | | 1 | | | | 158,573 | | | | 100.0 | % | | | 14.9 | | | | 90,800 | |
333 West 34th Street | | | Aug. 2013 | | | | 1 | | | | 346,728 | | | | 100.0 | % | | | 9.9 | | | | 220,250 | |
Portfolio, August 31, 2013 | | | | | | | 19 | | | | 1,267,789 | | | | 95.2 | % | | | 9.9 | | | $ | 773,753 | |
| (1) | Remaining lease term in years as of August 31, 2013, calculated on a weighted-average basis, where applicable. |
| (2) | Contract purchase price, excluding acquisition related costs. |
| (3) | Non-controlling interest holders contributed $13.0 million to purchase this portfolio. We redeemed $12.0 million of an affiliate's non-controlling interest during the year ended December 31, 2012. |
| (4) | A non-controlling interest holder retained an equity interest in the property with a value of $0.4 million, which is excluded from the cash purchase price of $31.5 million reported above. |
We believe that our real estate properties are suitable for their intended purpose and adequately covered by insurance.
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Future Lease Expirations
The following is a summary of lease expirations for the next ten years at the properties we own as of August 31, 2013:
| | | | | | | | | | |
Year of Expiration | | Number of Leases Expiring | | Annualized Rental Income(1) (in thousands) | | Annualized Rental Income as a Percentage of the Total Portfolio | | Leased Rentable Sq. Ft. | | Percent of Portfolio Rentable Sq. Ft. Expiring |
September 1, 2013 – December 31, 2013 | | | 26 | | | $ | 1,909 | | | | 3.2 | % | | | 52,712 | | | | 4.4 | % |
2014 | | | 34 | | | | 2,229 | | | | 3.8 | % | | | 48,812 | | | | 4.0 | % |
2015 | | | 6 | | | | 3,583 | | | | 6.1 | % | | | 135,112 | | | | 11.2 | % |
2016 | | | 10 | | | | 2,001 | | | | 3.4 | % | | | 43,103 | | | | 3.6 | % |
2017 | | | 11 | | | | 3,071 | | | | 5.2 | % | | | 53,367 | | | | 4.4 | % |
2018 | | | 5 | | | | 1,161 | | | | 2.0 | % | | | 34,291 | | | | 2.8 | % |
2019 | | | 2 | | | | 631 | | | | 1.1 | % | | | 22,733 | | | | 1.9 | % |
2020 | | | 7 | | | | 4,822 | | | | 8.2 | % | | | 81,235 | | | | 6.7 | % |
2021 | | | 1 | | | | 259 | | | | 0.4 | % | | | 2,232 | | | | 0.2 | % |
2022 | | | 6 | | | | 2,859 | | | | 4.8 | % | | | 50,899 | | | | 4.2 | % |
Total | | | 108 | | | $ | 22,525 | | | | 38.2 | % | | | 524,496 | | | | 43.4 | % |
| (1) | Annualized rental income as of August 31, 2013 on a straight-line basis, which includes tenant concessions such as free rent, as applicable. |
Tenant Concentration
As of August 31, 2013, the following tenant represented greater than 10% of total portfolio rentable square footage.
| | | | | | | | | | | | |
Tenant | | Lease Commencement Date | | Lease Termination Date | | Rentable Square Feet | | Annualized Cash Rental Income (in thousands) | | Rental Escalations | | Renewal Options |
The Segal Company (Eastern States), Inc. | | | March 2010 | | | | February 2025 | | | | 144,307 | | | $ | 7,633 | | | | 3% annually
| | | | One – five or ten year option | |
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Selected Financial Data
The following selected financial data is as of June 30, 2013 and December 31, 2012 and the six months ended June 30, 2013 and 2012:
| | | | |
Balance sheet data (in thousands) | | June 30, 2013 | | December 31, 2012 |
Total real estate investments, at cost | | $ | 480,755 | | | $ | 360,857 | |
Total assets | | | 760,768 | | | | 367,850 | |
Mortgage notes payable | | | 232,945 | | | | 185,569 | |
Revolving credit facility | | | 19,995 | | | | 19,995 | |
Total liabilities | | | 279,628 | | | | 225,419 | |
Total equity | | | 481,140 | | | | 142,431 | |
| | | | |
| | Six Months Ended June 30, |
Operating data (in thousands, except share and per share data) | | 2013 | | 2012 |
Total revenues | | $ | 19,232 | | | $ | 6,357 | |
Operating expenses:
| | | | | | | | |
Property operating | | | 4,185 | | | | 850 | |
Acquisition and transaction related | | | 366 | | | | 1,642 | |
General and administrative | | | 364 | | | | 81 | |
Depreciation and amortization | | | 10,272 | | | | 3,366 | |
Total operating expenses | | | 15,187 | | | | 5,939 | |
Operating income (loss) | | | 4,045 | | | | 418 | |
Other expenses:
| | | | | | | | |
Interest expense | | | (4,840 | ) | | | (2,166 | ) |
Interest income | | | 1 | | | | — | |
Loss on derivative instrument | | | 4 | | | | (1 | ) |
Total other expenses | | | (4,835 | ) | | | (2,167 | ) |
Net loss | | | (790 | ) | | | (1,749 | ) |
Net loss (income) attributable to non-controlling interests | | | 15 | | | | (18 | ) |
Net loss attributable to stockholders | | $ | (775 | ) | | $ | (1,767 | ) |
Other data:
| | | | | | | | |
Cash flows provided by (used in) operations | | $ | 4,512 | | | $ | 1,220 | |
Cash flows used in investing activities | | | (74,202 | ) | | | (57,080 | ) |
Cash flows provided by financing activities | | | 321,928 | | | | 48,027 | |
Per share data:
| | | | | | | | |
Basic and diluted net loss per share attributable to stockholders | | $ | (0.02 | ) | | $ | (0.20 | ) |
Distributions declared per common share | | $ | 0.605 | | | $ | 0.605 | |
Basic and diluted weighted average common shares outstanding | | | 32,651,655 | | | | 8,993,841 | |
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PROSPECTUS UPDATES
Investor Suitability Standards
The paragraph “Massachusetts, Ohio, Iowa, Oregon, Washington and New Mexico” on page ii of the Prospectus is hereby replaced with the following disclosure.
“Massachusetts, Ohio, Oregon, Washington and New Mexico
| • | Investors must have either (a) a minimum net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a net worth of at least $70,000. The investor’s maximum investment in the issuer and its affiliates cannot exceed 10% of the Massachusetts, Oregon, Washington or New Mexico resident’s net worth. An Ohio investor’s aggregate investment in our shares, shares of our affiliates, and in other non-traded real estate investment programs may not exceed ten percent (10%) of his or her liquid net worth. “Liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities. Note that Ohio investors cannot participate in the distribution reinvestment plan feature that allows investors to reinvest in subsequent affiliated programs. |
Iowa
| • | The maximum investment allowable in us or our affiliates is 10% of an Iowa investor’s liquid net worth. Liquid net worth is defined as that portion of net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities, but excluding IRA assets owned or held by investors.” |
Prospectus Summary
The disclosure under the sections “Acquisition Fees” and “Acquisition Expenses” on page 18 of the Prospectus is hereby replaced in its entirety with the following disclosure.
| | | | |
“Acquisition Fees | | We will pay to our advisor or its affiliates 1.0% of the contract purchase price of each property acquired (including our pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees) and 1.0% of the amount advanced for a loan or other investment (including our pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees). This acquisition fee is reflective of services performed by our advisor in connection with selecting assets for acquisition and shall cover such services until such time as our advisor has submitted a letter of intent to the seller to purchase such asset and presented a detailed investment memorandum to our board of directors for approval. For purposes of this prospectus, “contract purchase price” or the “amount advanced for a loan or other investment” means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a property or the amount actually paid or allocated in respect of the purchase of loans or other real-estate related assets, in each case inclusive of any indebtedness assumed or incurred in respect of such investment, but exclusive of acquisition fees and acquisition expenses. This acquisition fee does not include any acquisition expenses payable to our advisor, as described in “Acquisition Expenses” below. | | $13,275,000 (or $26,550,000 assuming we incur our expected leverage of 50% set forth in our investment guidelines or $53.1 million assuming the maximum leverage of approximately 75% permitted by our charter) |
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| | | | |
Acquisition Expenses | | We will pay our advisor for expenses actually incurred for services provided by third parties related to selecting, acquiring or developing assets on our behalf, regardless of whether we actually acquire the related assets. Additionally, we may pay such acquisition expenses directly to third parties. We expect such third party acquisition expenses to be approximately 0.5% of the purchase price of each property (including our pro rata share of debt attributable to such property) and 0.5% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment). Additionally, we expect aggregate acquisition expenses to be approximately 0.5% of the purchase price of our portfolio to be measured at the close of the acquisition phase (including our pro rata share of debt attributable the properties in our portfolio) or 0.5% of the amount advanced for all loans or other investments (including our pro rata share of debt attributable to the loans or other investments in our portfolio). | | $6,637,500 (or $13,275,000 assuming we incur our expected leverage of 50% set forth in our investment guidelines or $26,550,000 assuming the maximum leverage of approximately 75% permitted by our charter)” |
| | Such acquisition expenses may include, but are not limited to, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums. Throughout our acquisition phase, our advisor or its affiliates may provide services directly to us for which it would receive acquisition expenses, or insourced acquisition expenses. However, we will not pay or reimburse any insourced acquisition expenses to our advisor or its affiliates during the life our acquisition phase. | | |
| | In no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to our portfolio of assets exceed 4.5% of the contract purchase price of our portfolio to be measured at the close of the acquisition phase (including our pro rata share of debt attributable to the portfolio). | | |
| | Additionally, in no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to each asset be unreasonable or exceed 4.5% of the contract purchase price of such asset (including our pro rata share of debt attributable to such asset);provided,however, that a majority of our directors (including a majority of our independent directors) not otherwise interested in a transaction may approve fees and expenses in excess of this limit if they determine the transaction to be commercially competitive, fair and reasonable to us. | | |
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Estimated Use of Proceeds
Footnotes 5 and 6 to the table in the section “Estimated Use of Proceeds” on page 72 of the Prospectus are hereby replaced in their entirety with the following disclosure.
| “(5) | Acquisition fees are defined generally as fees and commissions paid by any party to any person in connection with making or investing in mortgages or the purchase, development or construction of a property. We will pay to our advisor or its affiliates acquisition fees of 1.0% of the contract purchase price of each property acquired (including our pro rata share of debt attributable to such property) and 1.0% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment). These acquisition fees are reflective of services performed by our advisor in connection with selecting assets for acquisition and shall cover such services until such time as our advisor has submitted a letter of intent to purchase an asset and presented a detailed investment memorandum to our board of directors for approval. This acquisition fee does not include any acquisition expenses payable to our advisor. Assuming that we incur leverage up to 50% of the aggregate fair market value of our assets, as set forth in our investment guidelines, the maximum acquisition fees would be $26,550,000. Assuming we incur leverage up to 300% of our total “net assets” (as defined by the NASAA REIT Guidelines) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments, the maximum acquisition fees would be $53.1 million. |
| (6) | Acquisition expenses may include, but are not limited to, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums. We may reimburse our advisor for third party expense or pay third parties directly. Throughout our acquisition phase, our advisor or its affiliates may provide services directly to us for which it would receive insourced acquisition expenses. However, we will not pay or reimburse any insourced acquisition expenses to our advisor or its affiliates during the life our acquisition phase. We expect that such third party acquisition expenses will be approximately 0.5% of the purchase price of each property (including our pro rata share of debt attributable to such property) and 0.5% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment). Total acquisition fees and expenses (including any financing coordination fee) for our portfolio will not exceed 4.5% of the contract purchase price of our portfolio (including our pro rata share of debt attributable to our portfolio). Additionally, in no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to each asset be unreasonable or exceed 4.5% of the contract purchase price of such asset (including our pro rata share of debt attributable to such asset);provided, however, that a majority of our directors (including a majority of our independent directors) not otherwise interested in a transaction may approve fees and expenses in excess of this limit if they determine the transaction to be commercially competitive, fair and reasonable to us. Assuming that we incur leverage up to 50% of the aggregate fair market value of our assets, as set forth in our investment guidelines, the maximum acquisition expenses would be $13,275,000. Assuming we incur leverage up to 300% of our total “net assets” (as defined by the NASAA REIT Guidelines) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments, the maximum acquisition expenses would be $26,550,000. For a further description of acquisition expenses, see “Management Compensation — Acquisition Expenses” below.” |
Market Overview
The section “Acquisition Environment” on pages 73 – 74 of the Prospectus is hereby deleted in its entirety.
The paragraph “New York City Market Overview” on page 74 of the Prospectus is hereby replaced with the following disclosure.
“New York City Office Market Overview
New York City has been called the “financial capital of the world”. Even though Manhattan is an island with less than 23 square miles of land, it is also one of the largest real estate markets in the United States. As depicted under “— New Supply Trends,” the New York City office market contains nearly 400 million square feet of office space, which, according to Cushman and Wakefield, is more than the office space in the central business districts of Chicago, Boston, Los Angeles, San Francisco, Philadelphia, Dallas, Atlanta, and Denver combined. Additionally, Cushman and Wakefield’s Manhattan Capital & Leasing Market Overview for the Second Quarter of 2013 notes that even just the Midtown Manhattan office submarket, between 34th Street and 59th Street, contains more than 200 million square feet in an area that is less than three square miles and holds
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more office space than any other single city in the country. We intend to focus our efforts on acquiring high quality real estate from distressed sellers in this Midtown Manhattan submarket.”
The first paragraph under the section “New Supply Trends” on page 74 of the Prospectus is hereby replaced with the following disclosure.
“We believe that one of the most attractive characteristics of the New York City real estate market is that new supply is limited. In fact, the actual inventory of office space in New York City has declined since 1992 due to the loss of the World Trade Center and a significant number of conversions of office buildings into residential buildings. While the inventory of existing office space has declined in New York City since 1992, total jobs in New York City have increased more than 10% since 1992 even after factoring in recent job losses, as demonstrated in the above “NYC Employment Trends” table.”
The bullet “No Legacy Issues” on page 77 of the Prospectus is hereby replaced with the following disclosure.
| “• | No Legacy Issues: Unlike many existing real estate companies, we own 19 properties, and we are not burdened by problems with previously acquired properties. In addition, our stockholders are not being asked to invest money into previously acquired real estate that is not performing as originally expected.” |
Management
The fourth to last sentence of Mr. Bowman’s biography on page 85 of the Prospectus is replaced with the following disclosure:
“Mr. Bowman served as the Chairman of the Board of Colin Cowie Enterprises, a multi-platform digital events and lifestyle company, from its formation in March 2011 until July 2013.”
The first and second full paragraphs on page 96 of the Prospectus are hereby replaced in their entirety with the following disclosure.
“We also pay our advisor or its affiliates acquisition fees equal to 1.0% of the contract purchase price of each asset that we acquire, along with payment of acquisition expenses. This acquisition fee is reflective of services performed by our advisor in connection with selecting assets for acquisition and shall cover such services until such time as our advisor has submitted a letter of intent to the seller to purchase such asset and presented a detailed investment memorandum to our board of directors for approval. In the sole discretion of our advisor, our advisor may elect to have these fees paid in cash, in shares, of a combination of both. In addition, if during the period ending two years after the close of this offering, we sell an asset and then reinvest in other assets, we will pay our advisor or its affiliates 1.0% of the contract purchase price of such assets,;provided,however, that in no event shall the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable in respect of our reinvestments, individually or in the aggregate, exceed 4.5% of the contract purchase price of such assets individually or in the aggregate;provided, further,however, that our advisor has agreed that (i) it will not be entitled to acquisition fees or payment of acquisition expenses if there are insufficient offering proceeds or capital proceeds to pay such fees or expenses and (ii) such fees or expenses not paid to our advisor will not be accrued and paid in subsequent periods to the extent that there are not sufficient offering or capital proceeds to pay them.
We will pay our advisor for expenses actually incurred for services provided by third parties related to selecting, acquiring or developing assets on our behalf, regardless of whether we actually acquire the related assets. Additionally, we may pay such acquisition expenses directly to third parties. We expect such third party acquisition expenses to be approximately 0.5% of the purchase price of each property (including our pro rata share of debt attributable to such property) and 0.5% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment). Additionally, we expect aggregate acquisition expenses to be approximately 0.5% of the purchase price of our portfolio to be measured at the close of the acquisition phase (including our pro rata share of debt attributable to such portfolio). Such acquisition expenses may include, but are not limited to, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums. Throughout our acquisition phase, our advisor or its affiliates may provide services directly to us for which it would receive insourced acquisition expenses. However, we will
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not pay or reimburse any insourced acquisition expenses to our advisor or its affiliates during the life our acquisition phase. In no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to our portfolio of assets exceed 4.5% of the contract purchase price of our portfolio to be measured at the close of the acquisition phase (including our pro rata share of debt attributable to the portfolio). Additionally, in no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to each asset be unreasonable or exceed 4.5% of the contract purchase price of such asset (including our pro rata share of debt attributable to such asset);provided,however, that a majority of our directors (including a majority of our independent directors) not otherwise interested in a transaction may approve fees and expenses in excess of this limit if they determine the transaction to be commercially competitive, fair and reasonable to us.”
The last paragraph on page 101 of the Prospectus is hereby replaced in its entirety with the following disclosure.
“We also will pay to our advisor or its affiliates acquisition fees equal to 1.0% of the contract purchase price of each asset that we acquire. This acquisition fee is reflective of services performed by our advisor in connection with selecting assets for acquisition and shall cover such services until such time as our advisor has submitted a letter of intent to the seller to purchase such asset and presented a detailed investment memorandum to our board of directors for approval. In the sole discretion of our advisor, our advisor may elect to have these fees paid in cash, in shares, or a combination of both. In addition, if during the period ending two years after the close of the offering, we sell an asset and then reinvest in other assets, we will pay to our advisor or its affiliates 1.0% of the contract purchase price of such assets;provided,however, that in no event shall the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable in respect of any of our reinvestments individually or all of our reinvestments in the aggregate exceed 4.5% of the contract purchase price of such assets.
We will pay our advisor for expenses actually incurred for services provided by third parties related to selecting, acquiring or developing assets on our behalf, regardless of whether we actually acquire the related assets. Additionally, we may pay such acquisition expenses directly to third parties. We expect such third party acquisition expenses to be approximately 0.5% of the purchase price of each property (including our pro rata share of debt attributable to such property) and 0.5% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment). Additionally, we expect aggregate acquisition expenses to be approximately 0.5% of the purchase price of our portfolio to be measured at the close of the acquisition phase (including our pro rata share of debt attributable to such portfolio). Such acquisition expenses may include, but are not limited to, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums. Throughout our acquisition phase, our advisor or its affiliates may provide services directly to us for which it would receive insourced acquisition expenses. However, we will not pay or reimburse any insourced acquisition expenses to our advisor or its affiliates during the life our acquisition phase. In no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to our portfolio of assets exceed 4.5% of the contract purchase price of our portfolio to be measured at the close of the acquisition phase (including our pro rata share of debt attributable to the portfolio). Additionally, in no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to each asset be unreasonable or exceed 4.5% of the contract purchase price of such asset (including our pro rata share of debt attributable to such asset);provided,however, that a majority of our directors (including a majority of our independent directors) not otherwise interested in a transaction may approve fees and expenses in excess of this limit if they determine the transaction to be commercially competitive, fair and reasonable to us. See the section entitled “— The Advisor” in this prospectus.”
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Management Compensation
The disclosure under the sections “Acquisition Fees” and “Acquisition Expenses” on page 105 of the Prospectus is hereby replaced in its entirety with the following disclosure.
| | | | |
“Acquisition Fees | | We will pay to our advisor or its affiliates 1.0% of the contract purchase price of each property acquired (including our pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees) and 1.0% of the amount advanced for a loan or other investment (including our pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees). This acquisition fee is reflective of services performed by our advisor in connection with selecting assets for acquisition and shall cover such services until such time as our advisor has submitted a letter of intent to the seller to purchase such asset and presented a detailed investment memorandum to our board of directors for approval. For purposes of this prospectus, “contract purchase price” or the “amount advanced for a loan or other investment” means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a property or the amount actually paid or allocated in respect of the purchase of loans or other real-estate related assets, in each case inclusive of any indebtedness assumed or incurred in respect of such investment, but exclusive of acquisition fees and acquisition expenses. This acquisition fee does not include any acquisition expenses payable to our advisor, as described in “Acquisition Expenses” below.(3)(4) | | $13,275,000 (or $26,550,000 assuming we incur our expected leverage of 50% set forth in our investment guidelines or $53.1 million assuming the maximum leverage of approximately 75% permitted by our charter) |
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| | | | |
Acquisition Expenses | | We will pay our advisor for expenses actually incurred for services provided by third parties related to selecting, acquiring or developing assets on our behalf, regardless of whether we actually acquire the related assets. Additionally, we may pay such acquisition expenses directly to third parties. We expect such third party acquisition expenses to be approximately 0.5% of the purchase price of each property (including our pro rata share of debt attributable to such property) and 0.5% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment). Additionally, we expect aggregate acquisition expenses to be approximately 0.5% of the purchase price of our portfolio to be measured at the close of the acquisition phase (including our pro rata share of debt attributable to the properties in our portfolio) or 0.5% of the amount advanced for all loans or other investments (including our pro rata share of debt attributable to the loans or other investments in our portfolio). | | $6,637,500 (or $13,275,000 assuming we incur our expected leverage of 50% set forth in our investment guidelines or $26,550,000 assuming the maximum leverage of approximately 75% permitted by our charter)” |
| | Such acquisition expenses may include, but are not limited to, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums. Throughout our acquisition phase, our advisor or its affiliates may provide services directly to us for which it would receive acquisition expenses, or insourced acquisition expenses. However, we will not pay or reimburse any insourced acquisition expenses to our advisor or its affiliates during the life our acquisition phase. | | |
| | In no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to our portfolio of assets exceed 4.5% of the contract purchase price of our portfolio to be measured at the close of the acquisition phase (including our pro rata share of debt attributable to the portfolio). | | |
| | Additionally, in no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to each asset be unreasonable or exceed 4.5% of the contract purchase price of such asset (including our pro rata share of debt attributable to such asset); provided, however, that a majority of our directors (including a majority of our independent directors) not otherwise interested in a transaction may approve fees and expenses in excess of this limit if they determine the transaction to be commercially competitive, fair and reasonable to us. | | |
Footnote 4 to the table in the section “Management Compensation” on page 111 of the Prospectus is hereby replaced in its entirety with the following disclosure.
| “(4) | These acquisition fees will be payable with respect to reinvestments only if, during the period ending two years after the close of this offering, we sell an asset and then reinvest in other assets; in this event, we will pay our advisor or its affiliates 1.0% of the contract purchase price of each property acquired and 1.0% of the amount advanced for a loan or other investment;provided, however, that in no event shall the aggregate acquisition fees and expenses (including any financing coordination fee) paid in respect of |
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| | our reinvestments, individually or in the aggregate, exceed 4.5% of the contract purchase price or amount advanced, as applicable, of our reinvestments, individually or in the aggregate (including our pro rata share of debt attributable to our reinvestments).” |
Conflicts of Interest
The last paragraph on page 117 of the Prospectus which continues onto page 118 of the Prospectus and the first full paragraph on page 118 of the Prospectus are hereby replaced in their entirety with the following disclosure.
“AR Capital, LLC, the parent of our sponsor, recently entered into a series of reorganization transactions, or the reorganization, in which certain lines of business were reorganized under two parent companies, RCAP Holdings, LLC, which was formerly AR Capital, LLC, and a new AR Capital, LLC. Following the reorganization, RCAP Holdings, LLC became the parent of our dealer manager, our transfer agent and RCS Advisory Services, LLC. The new AR Capital, LLC was formed to continue to sponsor the remaining programs previously sponsored by RCAP Holdings, LLC (formerly, AR Capital, LLC), including us. The new AR Capital, LLC has assumed the role of RCAP Holdings, LLC as the parent of our sponsor and the direct or indirect sponsor of the remaining investment programs previously sponsored by RCAP Holdings, LLC. Our dealer manager and transfer agent are subsidiaries of RCAP Holdings, LLC, which is under common ownership with the new AR Capital, LLC. Each of the new AR Capital, LLC and RCAP Holdings, LLC is controlled directly or indirectly by Nicholas S. Schorsch and William M. Kahane.
Concurrently with the reorganization, each of our dealer manager, our transfer agent and RCS Advisory Services, LLC became a subsidiary of RCS Capital Corporation, a publicly traded holding company listed on the New York Stock Exchange under the symbol “RCAP.” RCAP Holdings, LLC maintains a majority economic interest in each of our dealer manager, our transfer agent and RCS Advisory Services, LLC. RCS Capital Corporation maintains voting control of each of these three entities. RCS Capital Corporation is a controlled company because the substantial majority of the voting power is held by RCAP Holdings, LLC. Because it is a controlled company, RCS Capital Corporation is not required to maintain a board with a majority of its board of directors being independent. Thus, the members of RCAP Holdings, LLC maintain control over the management of each of our dealer manager, our transfer agent and RCS Advisory Services, LLC.
Additionally, in connection with the reorganization, the new AR Capital, LLC entered into a services agreement with RCS Advisory Services, LLC. Pursuant to the services agreement, RCS Advisory Services, LLC will provide us and other programs sponsored directly or indirectly by the new AR Capital, LLC with transaction management (including, without limitation, regulatory advice with respect to the SEC and FINRA, due diligence, event coordination and marketing services) and other services. The services agreement is a related party transaction which was not negotiated at arms-length. The agreement provides for an initial ten-year term, with automatic renewals for successive five-year periods, in each case, unless either party provides written notice of non-renewal to the other party at least 90 days prior the expiration of the term. In addition, the agreement will terminate upon the earlier to occur of: (i) AR Capital, LLC’s delivery to RCS Advisory Services, LLC of a notice of non-compliance with its obligations under the agreement and the failure of the parties to resolve the matters referred to in the non-compliance notice; and (ii) the impact of a force majeure-related delay upon either party, if the force majeure results in performance being delayed by greater than 60 days.
RCAP Holdings, LLC recently entered into an agreement and plan of merger with First Allied Holdings Inc., or First Allied, and other parties to acquire First Allied and its retail broker dealer business. First Allied’s broker dealer is a soliciting dealer for this offering and acts as a soliciting dealer for other offerings sponsored directly or indirectly by AR Capital, LLC. There is no guarantee that the acquisition of First Allied will be consummated; however, should it be consummated, our dealer manager and First Allied, a soliciting dealer for this offering, will be owned by RCAP Holdings, LLC. However, First Allied will maintain the management of all of its business and strategic decisions and RCAP Holdings, LLC will not require First Allied to sell the securities of any offering sponsored by AR Capital, LLC. The individual broker dealers and financial advisors employed by First Allied will determine the suitability of each investment for each client independently based upon the facts and circumstances of each proposed sale.”
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The following disclosure is hereby added as the last sentence of the first paragraph under the section “Affiliated Transaction Best Practices Policy” on page 120 of the Prospectus.
“The affiliated transaction best practices policy was created by our dealer manager.”
The following disclosure is hereby inserted as the second paragraph under the section “Affiliated Dealer Manager” on page 121 of the Prospectus.
“In April 2013, our dealer manager received notice and a proposed Letter of Acceptance, Waiver and Consent, or AWC, from FINRA, the self-regulatory organization that oversees broker dealers, that certain violations of SEC and FINRA rules, including Rule 10b-9 under the Exchange Act and FINRA Rule 2010, occurred in connection with its activities as a co-dealer manager for a public offering. Without admitting or denying the findings, Realty Capital Securities submitted an AWC, which FINRA accepted on June 4, 2013. In connection with the AWC, our dealer manager consented to the imposition of a censure and a fine of $60,000. Our dealer manager believes that the matter will not have a material adverse effect on it or its business.”
Investment Strategy, Objectives and Policies
The sixth full bullet on page 132 of the Prospectus under the section “Investment Limitations” is hereby replaced with the following disclosure.
| “• | make investments that would cause the related acquisition fees and acquisition expenses to exceed 4.5% of the purchase price of our portfolio or, in the case of all of our mortgage loans, 4.5% of the funds advanced;” |
The third paragraph under the section “Disposition Policies” on page 134 of the Prospectus is hereby replaced with the following disclosure.
“In addition, if during the period ending two years after the close of this offering, we sell assets and then reinvest in other assets, we will pay our advisor or its affiliates 1.0% of the contract purchase price of each property acquired (including our pro rata share of debt attributable to such property) and 1.0% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment);provided,however, that in no event shall the total of all acquisition fees and acquisition expenses (including any financing coordination fees) payable in respect of our reinvestments, individually or in the aggregate, exceed 4.5% of the contract purchase price or amount advanced, as applicable, of our reinvestments, individually or in the aggregate (including our pro rata share of debt attributable to our reinvestments).”
Description of Real Estate Investments
The second sentence of the second paragraph under the section “Foot Locker” on page 144 of the Prospectus is hereby replaced with the following disclosure.
“With a population of nearly 1.5 million within a five mile-radius of the property (according to U.S. Census Bureau statistics), this commercial corridor consists of independent businesses and national retailers with diverse retail offerings.”
The first sentence of the second paragraph on page 146 of the Prospectus is hereby replaced with the following disclosure.
“With a population of nearly 1.25 million within a five-mile radius of the property (according to U.S. Census Bureau statistics), the property is located in a commercial corridor containing restaurants, banks, retail stores, grocery stores and hotels, including national retailers.”
The following disclosure is hereby added immediately following the section “218 West 18th Street” on page 164 of the Prospectus.
“50 Varick Street
On July 5, 2013, we closed on the acquisition of an indirect condominium interest in a three-story office and creative studio space located at 50 Varick Street in the Tribeca neighborhood of Manhattan. The seller was Varick Investments S.a.r.l. The seller has no material relationship with the Company and the acquisition was not an affiliated transaction.
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Capitalization
The contract purchase price of the property was $90.8 million, exclusive of closing costs. We funded the purchase price with proceeds from our ongoing initial public offering.
Major Tenants/Lease Expiration
The property contains 158,573 rentable square feet and is 100% leased to a subsidiary of Spring Studios Limited, which guarantees the lease. Spring Studios Limited is a London-based leading provider of creative services to top international fashion, beauty and luxury brands. The lease commences in July 2013 and has a 15-year original lease term. The lease contains rental escalations equal to the Consumer Price Index increase every three years (6% at a minimum, not to exceed 15%) and one ten-year renewal option. The lease is net whereby the tenant is required to pay certain operating expenses, in addition to base rent. The annualized straight-line rental income for the initial lease term is $6.5 million.
The table below sets forth the occupancy rate and the average effective annual rent per rented square foot as of December 31 for each of the last five years:
| | | | | | | | | | |
| | 2012(1) | | 2011(1) | | 2010(1) | | 2009(1) | | 2008(1) |
Occupancy | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
Average effective annual rent per rented square foot | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
| (1) | Spring Studios Limited’s lease began on July 5, 2013. Accordingly no occupancy rate or average effective annual rent information is available for prior periods. |
Other
We believe the property is suitable and adequate for its uses.
We have $12.5 million of tenant improvements scheduled for the year ended December 31, 2013. We received a credit from the seller for the guaranteed maximum renovation completion costs of $12.5 million.
We believe the property is adequately insured.
The Federal tax basis and the rate of depreciation will be determined based upon the completion of cost allocation studies in connection with finalizing our 2013 Federal tax return.
The annual real estate taxes payable on the property for the calendar year 2013 are expected to be $0.3 million at a rate of 10.288%.
We believe that the property is a well-positioned, recently renovated office and creative studio space operated by an industry leader in operating creative studio facilities and consulting to companies in the international fashion, beauty and luxury goods industries with acceptable roadway access. The property will be subject to competition from similar properties within its respective market area and the economic performance of the single tenant and its operations could be affected by changes in local economic conditions. We did not consider any other factors material or relevant to the decision to acquire the property, nor, after reasonable inquiry, are we aware of any material factors other than those discussed above that would cause the reported financial information not to be necessarily indicative of future operating results.
333 West 34th Street
On August 9, 2013, we closed on the fee simple interest in an institutional-quality office building located in Midtown Manhattan. The seller of the property was 333W34 SLG Owner LLC, a subsidiary of SL Green Realty Corp. The seller has no material relationship with us and the acquisition was not an affiliated transaction.
Capitalization
The contract purchase price of the property was $220.3 million, exclusive of closing costs. We made a $20.0 million nonrefundable deposit upon the execution of the purchase and sale agreement. We funded the purchase price of the property with proceeds from our ongoing initial public offering.
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The property contains 346,728 rentable square feet and is 100% leased to four tenants: The Segal Company (Eastern States), Inc.; The Metropolitan Transportation Authority; Godiva Chocolatier Inc.; and Sam Ash New York Megastores, LLC.
Major Tenants/Lease Expirations
The following table provides information relating to lease commencement and termination dates, rentable square feet, rental escalations, renewal options and annualized cash rental income for the four tenants:
| | | | | | | | | | | | |
Tenant | | Lease Commencement Date | | Lease Termination Date | | Rentable Square Feet(1) | | Annualized Cash Rental Income (in thousands) | | Rental Escalations | | Renewal Options |
The Segal Company (Eastern States), Inc. | | | March 2010 | | | | February 2025 | | | | 144,307 | (2) | | $ | 7,633 | | | | 3% annually
| | | | One – five or ten year option(3) | |
The Metropolitan Transportation Authority | | | June 2010 | | | | January 2021(4) | | | | 130,443 | (2) | | $ | 3,371 | | | | 15% in 6th lease year(5) | | | | Two – five year options | |
Godiva Chocolatier Inc. | | | March 2011 | | | | February 2027 | | | | 42,290 | | | $ | 1,480 | | | | 11.4% in 5th lease year and 12.8% in 10th lease year | | | | One – five year option
| |
Sam Ash New York Megastores, LLC | | | December 2012 | | | | September 2028 | | | | 29,688 | | | $ | 1,382 | | | | 9.3% in 5th lease year and 9.4% in 10th lease year | | | | One – five year option | |
| (1) | Excludes 2,090 square foot building management office and 599 square feet of storage space. |
| (2) | The Metropolitan Transportation Authority is contractually obligated to surrender 17,503 rentable square feet of the 5th floor to The Segal Company (Eastern States), Inc. in 2015. |
| (3) | Includes space required to be rented of 17,503 rentable square feet to be surrendered to the Segal Company (Eastern States), Inc. in 2015. |
| (4) | Early termination at the tenant’s option available in January 2015. |
| (5) | Rental escalation is exclusive of 17,503 rentable square feet that will be surrendered to the Segal Company (Eastern States), Inc. in 2015. |
The table below sets forth the occupancy rate and the average effective annual rent per rented square foot as of December 31 for each of the last five years:
| | | | | | | | | | |
| | 2012 | | 2011 | | 2010 | | 2009(1) | | 2008(1) |
Occupancy | | | 100.0 | % | | | 91.4 | % | | | 74.2 | % | | | N/A | | | | N/A | |
Average effective annual rent per rented square foot | | $ | 39.37 | | | $ | 38.02 | | | $ | 38.51 | | | | N/A | | | | N/A | |
| (1) | The Metropolitan Transportation Authority, The Segal Company (Eastern States), Inc., Godiva Chocolatier Inc. and Sam Ash New York Megastores, LLC took possession of their leased spaces in June 2010, March 2010, March 2011 and December 2012, respectively. Accordingly, no occupancy rate or average effective annual rent information is available for prior periods. |
Other
We believe the property is suitable and adequate for its uses.
We do not have any scheduled capital improvements.
We believe the property is adequately insured.
The Federal tax basis and the rate of depreciation will be determined based upon the completion of cost allocation studies in connection with finalizing our 2013 Federal tax return.
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The annual real estate taxes payable on the property for the calendar year 2013 are expected to be $1.4 million at a rate of 10.288%.
We believe that the property is well located, has acceptable roadway access and is well maintained. The property is subject to competition from similar properties within its respective market area and the economic performance of the tenants of the property could be affected by changes in local economic conditions. We did not consider any other factors material or relevant to the decision to acquire the property, nor, after reasonable inquiry, are we of any material factors other than those discussed above that would cause the reported financial information not to be necessarily indicative of future operating results.”
The following disclosure hereby replaces the section entitled “Financing Obligations — Capital One Credit Facility” on page 164 of the Prospectus.
“Capital One Credit Facility
In August 2013, we, through our through our indirect wholly owned subsidiaries, entered into a credit agreement relating to a new $220.0 million credit facility, which provides for aggregate revolving loan borrowings of up to $110.0 million and aggregate term loan borrowings of up to $110.0 million. Through an “accordion feature,” the Company, subject to certain conditions, may increase borrowings under the credit facility to up to $325.0 million. We have guaranteed the obligations under the credit facility. We expect to use the financing available under the credit facility along with cash on hand from ongoing operations to finance portfolio acquisitions and for general corporate purposes. Capital One, National Association is the administrative agent, letter of credit issuer and swingline lender under the Credit Facility and the lending syndicate is comprised of U.S Bank National Association, Key Bank National Association, TD Bank, N.A. and People’s United Bank.
Capital One, National Association has previously been a lender to us and was the administrative agent under our previous credit facility.
The term loan component of the credit facility will mature on August 20, 2018 and the revolving loan component will mature on August 20, 2016. Both the term loan component and the revolving loan component of the credit facility contain extension options to obtain additional commitments in minimum increments of $25.0 million, provided aggregate borrowings under the credit facility do not exceed $325.0 million.
We will have the option, based upon our corporate leverage, its consolidated net worth and a minimum number of borrowing base properties in the borrowing base, to have the credit facility priced at either: (a) LIBOR, plus an applicable margin that ranges from 1.50% to 2.75%; or (b) the Base Rate, plus an applicable margin that ranges from 0.50% to 1.75%. Base Rate is defined in the credit facility as the greatest of (i) the fluctuating annual rate of interest announced from time to time by Capital One, National Association as its “prime rate,” (ii) 0.5% above the federal funds effective rate and (iii) 1.0% above the applicable one-month LIBOR.
The credit facility provides for monthly interest payments for each Base Rate loan and periodic payments for each LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date. The credit facility may be prepaid at any time, in whole or in part, without premium or penalty. In the event of a default, the lenders have the right to terminate their obligations under the credit facility and to accelerate the payment on any unpaid principal amount of all outstanding loans. We, certain of our subsidiaries and certain subsidiaries of our operating partnership have guaranteed or may guarantee the obligations under the credit facility on an unsecured basis.”
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Prior Performance Summary
The section “Programs of Our Sponsor” on pages 187 – 191 of the Prospectus is hereby replaced in its entirety with the following disclosure.
“Programs of Our Sponsor
American Realty Capital Trust, Inc.
American Realty Capital Trust, Inc., or ARCT, incorporated on August 17, 2007, was a Maryland corporation that qualified as a REIT for federal income tax purposes. ARCT was formed to acquire a diversified portfolio of commercial real estate, primarily freestanding single-tenant properties net leased to credit worthy tenants on a long-term basis. In January 2008, ARCT commenced an initial public offering on a “best efforts” basis to sell up to 150.0 million shares of common stock, excluding 25.0 million shares issuable pursuant to a distribution reinvestment plan, offered at a price of $10.00 per share, subject to certain volume and other discounts. In March 2008, ARCT commenced real estate operations. ARCT’s initial public offering closed in July 2011 having raised $1.7 billion in gross proceeds from the sale of 179.4 million shares of common stock and having incurred, cumulatively to that date, $198.0 million in offering costs, commissions and dealer manager fees for the sale of its common stock. ARCT operated as a non-traded REIT through February 29, 2012. Effective as of March 1, 2012, ARCT internalized the management services previously provided by American Realty Capital Advisors, LLC and its affiliates, as a result of which the Company became a self-administered REIT managed full-time by its own management team, or the Internalization. Concurrent with the Internalization, ARCT listed its common stock on The NASDAQ Global Select Market under the symbol “ARCT”, or the Listing. In connection with the Listing, ARCT offered to purchase up to $220.0 million in shares of common stock from its stockholders, pursuant to a modified “Dutch Auction” cash tender offer, or the Tender Offer. As a result of the Tender Offer, in April 2012, ARCT had purchased 21.0 million shares of its common stock at a purchase price of $10.50 per share, for an aggregate cost of $220.0 million, excluding fees and expenses relating to the Tender Offer. On September 6, 2012, ARCT entered into an Agreement and Plan of Merger with Realty Income Corporation, a Maryland corporation and its subsidiary, which was subsequently amended on January 6, 2013. The merger was approved by both companies’ boards of directors and was subsequently approved by both companies’ stockholders on January 16, 2013. The merger closed on January 22, 2013, pursuant to which ARCT merged with and into a subsidiary of Realty Income Corporation and trading of ARCT’s shares was suspended at market close on that date. As of December 31, 2012, ARCT had total real estate investments, at cost, of $2.2 billion, comprised of 515 properties.
Phillips Edison — ARC Shopping Center REIT, Inc.
Phillips Edison — ARC Shopping Center REIT Inc., or PE-ARC, a Maryland corporation, is the third publicly offered REIT sponsored by American Realty Capital. PE-ARC was incorporated on October 13, 2009 and qualified as a REIT beginning with the taxable year ended December 31, 2010. PE-ARC filed its registration statement with the SEC on January 13, 2010 and became effective on August 12, 2010. PE-ARC invests primarily in necessity-based neighborhood and community shopping centers throughout the United States with a focus on well-located grocery-anchored shopping centers that are well occupied at the time of purchase and typically cost less than $20.0 million per property. As of August 31, 2013, PE-ARC had received aggregate gross offering proceeds of $894.1 million which includes the sale of 90.3 million shares of common stock in its public offering and $10.0 million from its distribution reinvestment program. As of August 31, 2013 PE-ARC had acquired 53 properties, 20 of which are held through a 54% owned joint venture, and had total real estate investments at cost of $771.5 million. As of June 30, 2013, PE-ARC had incurred, cumulatively to that date, $69.7 million in offering costs for the sale of its common stock and $11.9 million for acquisition costs related to its portfolio of properties.
American Realty Capital Healthcare Trust, Inc.
American Realty Capital Healthcare Trust, Inc., or ARC HT, a Maryland corporation, is the fourth publicly offered REIT sponsored by American Realty Capital. ARC HT was organized on August 23, 2010 and qualified as a REIT beginning with the taxable year ended December 31, 2011. ARC HT filed its registration statement with the SEC on August 27, 2010 and became effective on February 18, 2011. As of
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August 31, 2013, ARC HT had received aggregate gross offering proceeds of $1.8 billion which includes the sale of 174.5 million shares in its public offering and $35.6 million from its distribution reinvestment plan. As of August 31, 2013, ARC HT had acquired 84 commercial properties, for a purchase price of $1.1 billion. As of June 30, 2013, ARC HT had incurred, cumulatively to that date, $197.6 million in offering costs for the sale of its common stock and $17.6 million for acquisition costs related to its portfolio of properties.
American Realty Capital — Retail Centers of America, Inc.
American Realty Capital — Retail Centers of America, Inc., or ARC RCA, a Maryland corporation, is the fifth publicly offered REIT sponsored by American Realty Capital. ARC RCA was organized on July 29, 2010 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2012. ARC RCA filed its registration statement with the SEC on September 14, 2010 and became effective on March 17, 2011. As of August 31, 2013, ARC RCA had received aggregate gross proceeds of $40.3 million which includes the sale of 4.1 million shares in its public offering and $0.3 million from its distribution reinvestment plan. As of August 31, 2013, ARC RCA had acquired two properties for a purchase price of $54.2 million. As of June 30, 2013, ARC RCA has incurred, cumulatively to that date, $10.2 million in offering costs for the sale of its common stock and $1.0 million for acquisition costs related to its portfolio of properties.
American Realty Capital Daily Net Asset Value Trust, Inc.
American Realty Capital Daily Net Asset Value Trust, Inc. (formerly known as American Realty Capital Trust II, Inc.), or ARC DNAV, a Maryland corporation, is the sixth publicly offered REIT sponsored by American Realty Capital. ARC DNAV was incorporated on September 10, 2010 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013, ARC DNAV filed its registration statement with the SEC on October 8, 2010 and became effective on August 15, 2011. As of August 31, 2013, ARC DNAV had received aggregate gross proceeds of $17.5 million which includes the sale of 1.8 million shares in its public offering and $0.2 million from its distribution reinvestment plan. As of August 31, 2013, ARC DNAV had acquired ten properties with total real estate investments, at cost, of $29.5 million. As of June 30, 2013, ARC DNAV had incurred, cumulatively to that date, $5.2 million in offering costs from the sale of its common stock and $0.7 million for acquisition costs related to its portfolio of properties.
American Realty Capital Trust III, Inc.
American Realty Capital Trust III, Inc., or ARCT III, a Maryland corporation, was the seventh publicly offered REIT sponsored by American Realty Capital. ARCT III was incorporated on October 15, 2010 and qualified as a REIT beginning with the taxable year ended December 31, 2011. ARCT III filed its registration statement with the SEC on November 2, 2010 and became effective on March 31, 2011. As of February 28, 2013, ARCT III had received aggregate gross proceeds of $1.8 billion which includes the sale of 174.0 million shares in its public offering and $31.9 million from its distribution reinvestment plan. As of February 28, 2013, ARCT III owned 533 single-tenant, freestanding properties and had total real estate investments, at cost, of $1.7 billion. As of December 31, 2012, ARCT III had incurred, cumulatively to that date, $196.5 million in offering costs for the sale of its common stock and $40.8 million for acquisition costs related to its portfolio of properties. On December 17, 2012, ARCT III and ARCP entered into an Agreement and Plan of Merger under which ARCP acquired all of the outstanding shares of ARCT III. The merger was approved by the independent members of both companies’ boards of directors and was subsequently approved by both companies’ stockholders on February 26, 2013. On February 26, 2013, ARCP stockholders approved the issuance of common stock in connection with the merger and ARCT III stockholders approved the merger. The merger closed on February 28, 2013, pursuant to which ARCT III merged with and into a subsidiary of ARCP. On March 1, 2013, in connection with the merger, ARCT III stockholders received their respective cash or stock consideration from ARCP, as elected, pursuant to terms of the Agreement and Plans of Merger on March 1, 2013.
American Realty Capital Properties, Inc.
American Realty Capital Properties, Inc., or ARCP, a Maryland corporation, is the eighth publicly offered REIT sponsored by American Realty Capital. ARCP was incorporated on December 2, 2010 and qualified as a REIT beginning with the taxable year ended December 31, 2011. On September 6, 2011, ARCP completed its initial public offering of 5.6 million shares of common stock. ARCP’s common stock is traded on The
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NASDAQ Capital Market under the symbol “ARCP.” On November 2, 2011, ARCP completed an underwritten follow-on offering of 1.5 million shares of common stock. In addition, on November 7, 2011, ARCP closed on the underwriters’ overallotment option of an additional 0.1 million shares of common stock. On June 18, 2012, ARCP closed its secondary offering of 3.3 million shares of common stock. In addition, on July 9, 2012, ARCP closed on the underwriters’ overallotment option of an additional 0.5 million shares of common stock. On January 29, 2013, ARCP completed an underwritten public follow-on offering of 1.8 million shares of common stock and an additional 270,000 shares of common stock for the overallotment option of the underwriters. In January 2013, ARCP commenced its “at the market” equity offering under which ARCP has issued 553,300 shares of common stock. On February 28, 2013, ARCT III merged with and into a subsidiary of ARCP, pursuant to the Agreement and Plan of Merger entered into on December 17, 2012, under which ARCP acquired all of the outstanding shares of ARCT III. On March 1, 2013, in connection with the merger, ARCT III stockholders received, pursuant to terms of the Agreement and Plan of Merger, their respective cash or stock consideration from ARCP, as elected. On June 7, 2013, ARCP completed two private placement transactions through which it issued approximately 29.4 million shares of common stock and approximately 28.4 million shares of Series C convertible preferred stock. In aggregate, through August 31, 2013, ARCP has received $1,056.4 million of proceeds from the sale of common and convertible preferred stock. As of August 31, 2013, ARCP owned 1,211 single-tenant, including the properties purchased by ARCT III, freestanding properties and real estate investments, at a purchase price of $3.0 billion. On July 1, 2013, ARCT IV and ARCP entered into an Agreement and Plan of Merger under which ARCP will acquire all of the outstanding shares of ARCT IV. The merger has been approved by both companies’ boards of directors but is subject to stockholder approval. On September 26, 2013, the closing price per share of common stock of ARCP was $12.51.
American Realty Capital Global Trust, Inc.
American Realty Capital Global Trust, Inc., or ARC Global, a Maryland corporation, is the ninth publicly offered REIT sponsored by American Realty Capital. ARC Global was incorporated on July 13, 2011 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARC Global filed its registration statement with the SEC on October 27, 2011, which was declared effective by the SEC on April 20, 2012. As of August 31, 2013, ARC Global received aggregate gross proceeds of $75.8 million which includes the sale of 7.7 million shares in its public offering and $0.4 million from its distribution reinvestment plan. As of September 4, 2013, ARC Global had acquired eight properties with an aggregate base purchase price of $70.0 million. As of June 30, 2013, ARC Global had incurred, cumulatively to that date, $8.2 million in offering costs for the sale of its common stock and $1.5 million for acquisition costs related to its property acquisitions.
American Realty Capital Trust IV, Inc.
American Realty Capital Trust IV, Inc., or ARCT IV, a Maryland corporation, is the tenth publicly offered REIT sponsored by American Realty Capital. ARCT IV was incorporated on February 14, 2012 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2012. ARCT IV filed its registration statement with the SEC on March 22, 2012, which was declared effective by the SEC on June 8, 2012. As of August 31, 2013, ARCT IV received aggregate gross proceeds of $1.8 billion which includes the sale of 70.2 million shares in its public offering and $21.0 million under its distribution reinvestment plan. On July 1, 2013, ARCT IV and ARCP entered into an Agreement and Plan of Merger under which ARCP will acquire all of the outstanding shares of ARCT IV. The merger has been approved by both companies’ boards of directors but is subject to stockholder approval. As of August 31, 2013, ARCT IV owned 1,191 freestanding properties at an aggregate purchase price of $2.1 billion. As of June 30, 2013, ARCT IV had incurred, cumulatively to that date, $197.3 million in offering costs for the sale of its common stock and $29.2 million for acquisition costs related to its portfolio of properties.
American Realty Capital Healthcare Trust II, Inc.
American Realty Capital Healthcare Trust II, Inc., or ARC HT II, a Maryland corporation, is the eleventh publicly offered REIT sponsored by American Realty Capital. ARC HT II was incorporated on October 15, 2012 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARC HT II filed its registration statement with the SEC on October 31, 2012, which was declared
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effective by the SEC on February 14, 2013. As of August 31, 2013, ARC HT II received aggregate gross proceeds of $74.0 million from the sale of 3.0 million shares in its public offering and $0.2 million from its distribution reinvestment plan. As of August 31, 2013, ARC HT II had acquired six properties with a purchase price of $41.9 million. As of June 30, 2013, ARC HT II had incurred, cumulatively to that date, $5.0 million in offering costs for the sale of its common stock and $0.1 million for acquisition costs related to its portfolio of properties.
ARC Realty Finance Trust, Inc.
ARC Realty Finance Trust, Inc., or ARC RFT, a Maryland corporation, is the twelfth publicly offered REIT sponsored by American Realty Capital. ARC RFT was incorporated on November 15, 2012 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARC RFT filed its registration statement publicly with the SEC on January 22, 2013, which was declared effective by the SEC on February 12, 2013. As of August 31, 2013, ARC RFT received aggregate gross proceeds of $9.7 million from the sale of 0.4 million shares in its public offering. As of August 31, 2013, ARC RFT’s investments, at original cost, were $3.9 million. As of June 30, 2013, ARC RFT had incurred, cumulatively to that date, $2.3 million in offering costs for the sale of its common stock.
American Realty Capital Trust V, Inc.
American Realty Capital Trust V, Inc., or ARCT V, a Maryland corporation, is the thirteenth publicly offered REIT sponsored by American Realty Capital. ARCT V was incorporated on January 22, 2013 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARCT V filed its registration statement publicly with the SEC on March 6, 2013, which was declared effective by the SEC on April 4, 2013. As of August 31, 2013, ARCT V received aggregate gross proceeds of $1.2 billion from the sale of 47.4 million shares in its public offering and $3.1 million from its distribution reinvestment plan. As of August 31, 2013, ARCT V owned 35 freestanding properties at an aggregate purchase price of $123.2 million. As of June 30, 2013, ARCT V had incurred, cumulatively to that date, $46.9 million in offering costs for the sale of its common stock and $0.1 million for acquisition costs related to its portfolio of properties.
Phillips Edison — ARC Grocery Center REIT II, Inc.
Phillips Edison — ARC Grocery Center REIT II, Inc., or PE-ARC II, a Maryland corporation, is the fourteenth publicly offered REIT sponsored by American Realty Capital. PE-ARC II was incorporated on June 5, 2013 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. PE-ARC II filed its registration statement with the SEC on August 13, 2013, which has not yet been declared effective by the SEC. As of July 1, 2013, PE-ARC II received aggregate gross proceeds of $0.2 million from the sale of 8,888 shares in a private placement. As of August 31, 2013, PE-ARC II had not acquired any properties. As of July 1, 2013, PE-ARC II had incurred, cumulatively to that date, $0.01 million in offering costs for the sale of its common stock.
American Realty Capital Hospitality Trust, Inc.
American Realty Capital Hospitality Trust, Inc., or ARC HOST, a Maryland corporation, is the fifteenth publicly offered REIT sponsored by American Realty Capital. ARC HOST was incorporated on July 25, 2013 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARC HOST filed its registration statement with the SEC on August 16, 2013, which has not yet been declared effective by the SEC. As of August 7, 2013, ARC HOST received aggregate gross proceeds of $0.2 million from the sale of 8,888 shares in a private placement. As of August 31, 2013, ARC HOST had not acquired any properties. As of August 7, 2013, ARC HOST had incurred, cumulatively to that date, $0.6 million in offering costs for the sale of its common stock.
Business Development Corporation of America
The American Realty Capital group of companies also has sponsored Business Development Corporation of America, or BDCA, a Maryland corporation. BDCA was organized on May 5, 2010 and is a publicly offered specialty finance company which has elected to be treated as a business development company under the Investment Company Act. As of August 31, 2013, BDCA had raised gross proceeds of $456.3 million
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which includes the sale of 42.4 million shares in its public offering and $6.9 million from its distribution reinvestment plan. As of August 31, 2013, BDCA’s investments, at original cost, were $576.5 million. As of June 30, 2013, BDCA had incurred, cumulatively to that date, $6.9 million in offering costs for the sale of its common stock.”
Summary of Our Organizational Documents
The third bullet on page 243 of the Prospectus is hereby replaced with the following disclosure.
| “• | make total portfolio investments in properties or mortgage loans if the related acquisition fees and acquisition expenses to exceed 4.5% of the purchase price of our portfolio or, in the case of mortgage loans, 4.5% of the funds advanced;” |
How to Subscribe
The fourth sentence of the last paragraph on page 260 of the Prospectus is hereby replaced with the following disclosure.
“This option, however, is not available to residents of Louisiana, Puerto Rico or Texas.”
Experts
The following disclosure is added to the end of the section “Experts” on page 265 of the Prospectus.
“The statement of revenues and certain expenses of the West 18th Street Property incorporated by reference in this prospectus and elsewhere in the registration statement has been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent certified public accountants, upon the authority of said firm as experts in accounting and auditing in giving said report.”
Incorporation of Certain Information by Reference
The following disclosure hereby replaces in its entirety the third paragraph and the four bullet points that follow under the heading “Incorporation of Certain Information by Reference” on page 266 of the Prospectus.
“The following documents filed with the SEC are incorporated by reference in this prospectus, except for any document or portion thereof deemed to be “furnished” and not filed in accordance with SEC rules:
| • | Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on March 7, 2013; |
| • | Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013, filed with the SEC on May 10, 2013 and August 13, 2013, respectively; |
| • | Current Reports on Form 8-K or 8-K/A, as applicable, filed with the SEC on January 2, 2013, January 16, 2013, February 8, 2013, March 13, 2013 and March 28, 2013, April 11, 2013, May 5, 2013; June 10, 2013; July 1, 2013; July 9, 2013; August 12, 2013; August 13, 2013; August 22, 2013; September 20, 2013; and September 24, 2013; |
| • | Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2013; and |
| • | The description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on April 30, 2012, including any subsequently filed amendments and reports filed for the purpose of updating such description.” |
Subscription Agreements
The form of subscription agreement contained in Appendix C-1 of the Prospectus is hereby replaced with the revised form of subscription agreement attached to this Supplement No. 6 as Appendix C-1.
The form of multi-offering subscription agreement contained in Appendix C-2 of the Prospectus is hereby replaced with the revised form of multi-offering subscription agreement attached to this Supplement No. 6 as Appendix C-2.
Transfer on Death Designation
The transfer on death designation included in this Supplement No. 6 as Appendix D hereby replaces Appendix D to the Prospectus.
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APPENDIX D
TRANSFER ON DEATH DESIGNATION
American Realty Capital New York Recovery REIT, Inc.
TRANSFER ON DEATH FORM (TOD)
This form is NOT VALID for Trust or IRA accounts.
Both pages of this form must accompany the subscription agreement.
As our transfer agent, American National Stock Transfer, LLC, is located in New York, and thus, a Transfer on Death (“TOD”) designation pursuant to this form and all rights related thereto shall be governed by the laws of the State of New York. Any beneficiary wanting to purchase additional shares of common stock of American Realty Capital New York Recovery REIT, Inc. must meet applicable suitability standards. PLEASE REVIEW THE FOLLOWING IN ITS ENTIRETY BEFORE COMPLETING THE TRANSFER ON DEATH FORM:
| 1. | Eligible accounts: Individual accounts and joint accounts with rights of survivorship are eligible. A TOD designation will not be accepted from residents of Louisiana, Puerto Rico or Texas. |
| 2. | Designation of beneficiaries: The account owner may designate one or more beneficiaries of the TOD account. Beneficiaries are not “account owners” as the term is used herein. |
| 3. | Primary and contingent beneficiaries: The account owner may designate primary and contingent beneficiaries of the TOD account. Primary beneficiaries are the first in line to receive the account upon the death of the account owner. Contingent beneficiaries,if any are designated, receive the account upon the death of the account owner if, and only if, there are no surviving primary beneficiaries. |
| 4. | Minors as beneficiaries: Minors may be beneficiaries of a TOD account only if a custodian, trustee, or guardian is set forth for the minor on the transfer on death form. By not providing a custodian, trustee, or guardian, the account owner is representing that all of the named beneficiaries are not minors. |
| 5. | Status of beneficiaries: Beneficiaries have no rights to the account until the death of the account owner or last surviving joint owner. |
| 6. | Joint owners: If more than one person is the owner of an account registered or to be registered TOD, the joint owners of the account must own the account as joint tenants with rights of survivorship. |
| 7. | Transfer to designated beneficiaries upon the owner’s death: |
| a. | Percentage designation: Unless the account owner designates otherwise by providing a percentage for each beneficiary on the Transfer on Death Form, all surviving beneficiaries will receive equal portions of the account upon the death of the account owner. |
| b. | Form of ownership: Multiple beneficiaries will be treated as tenants in common unless the account owner expressly indicates otherwise. |
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| c. | Predeceasing beneficiaries: If the account owner wishes to have the account pass to the children of the designated beneficiaries if the designated beneficiaries predecease the account owner, the account owner must check the box labeled Lineal Descendants per Stirpes (“LDPS”) in Section B of this form. If the box is not checked, the children of beneficiaries who die before you will not receive a portion of your account. If the account is registered LDPS and has contingent beneficiaries, LDPS takes precedence. If a TOD account with multiple beneficiaries is registered LDPS, the LDPS registration must apply to all beneficiaries. If the account is not registered LDPS, a beneficiary must survive the account owner to take the account or his or her part of the account. In the case of multiple beneficiaries, if one of the beneficiaries does not survive the account owner, the deceased beneficiary’s share of the account will be divided equally among the remaining beneficiaries upon the death of the account owner. If no beneficiary survives the account owner, the account will be treated as part of the estate of the account owner. |
| d. | Notice of dispute: Should the transfer agent receive written notice of a dispute over the disposition of a TOD account, re-registration of the account to the beneficiaries may be delayed. |
| 8. | Revocation or changes: An account owner or all joint owners may revoke or change a beneficiary designation. The Change of Transfer on Death (TOD) Form is available for this purpose on our websitewww.americanrealtycap.com/materials/or from your registered representative. |
| 9. | Controlling terms: The language as set forth in the TOD account registration shall control at all times. Unless the transfer agent is expressly instructed by the account owner to change the status of the account or the beneficiary designation prior to the account owner’s death, the person or persons set forth as the beneficiaries of the account shall remain the beneficiaries of the account, and events subsequent to the registration of the account as a TOD account shall not change either the rights of the persons designated as beneficiaries or the status of the account as a TOD account. |
| a. | Divorce: If the account owner designated his or her spouse as a TOD beneficiary of the account, and subsequently the account owner and the beneficiary are divorced, the fact of the divorce will not automatically revoke the beneficiary designation. If the account owner wishes to revoke the beneficiary designation, the account owner must notify American Realty Capital New York Recovery REIT, Inc. of the desired change in writing as specified in paragraph 8 above. |
| b. | Will or other testamentary document: The beneficiary designation may not be revoked by the account owner by the provisions of a will or a codicil to a will. |
| c. | Dividends, interest, capital gains, and other distributions after the account owner’s death: |
| i. | Accruals to the account which occur after the death of the account owner or last surviving joint owner, and are still in the account when it is re-registered to the beneficiaries, stay with the account and pass to the beneficiaries. |
| ii. | Where the account has been coded for cash distributions, and such distributions have actually been paid out prior to notice to the transfer agent of the death of the account owner, such distributions are deemed to be the property of the estate of the original account owner and do not pass with the account to the designated beneficiaries. |
| 10. | TOD registrations may not be made irrevocable. |
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C — SIGNATURE
By signing below, I (we) authorize American Realty Capital New York Recovery REIT, Inc. to register the shares in beneficiary form as designated above. I (we) agree on behalf of myself (ourselves) and my (our) heirs, assigns, executors, administrators and beneficiaries to indemnify and hold harmless American Realty Capital New York Recovery REIT, Inc. and any and all of its affiliates, agents, successors and assigns, and their respective directors, officers and employees, from and against any and all claims, liabilities, damages, actions and expenses arising directly or indirectly relating to this TOD designation or the transfer of my (our) shares in accordance with this TOD designation. If any claims are made or disputes are raised in connection with this TOD designation or account, American Realty Capital New York Recovery REIT, Inc. reserves the right to require the claimants or parties in interest to arrive at a final resolution by adjudication, arbitration, or other acceptable method, prior to transferring any TOD account assets. I (we) have reviewed all the information set forth on pages 1 and 2 of this form.
I (we) further understand that American Realty Capital New York Recovery REIT, Inc. cannot provide any legal advice and I (we) agree to consult with my (our) attorney, if necessary, to make certain that any TOD designation is consistent with my (our) estate and tax planning and is valid. Sign exactly as the name(s) appear(s) on the statement of account. All investors must sign.This TOD is effective subject to the acceptance of American Realty Capital New York Recovery REIT, Inc.
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Signature — Investor (Required) Date | | Signature — Co-Investor (If Applicable) Date |
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