Filed Pursuant to Rule 424(b)(3)
Registration No. 333-177563
AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.
SUPPLEMENT NO. 3, DATED MARCH 5, 2014,
TO THE PROSPECTUS, DATED OCTOBER 16, 2013
This prospectus supplement, or this Supplement No. 3, is part of the prospectus of American Realty Capital Global Trust, Inc., or the Company, dated October 16, 2013, or the Prospectus, as supplemented by Supplement No. 1, dated December 11, 2013, or Supplement No. 1, and Supplement No. 2, dated January 2, 2014, or Supplement No. 2. This Supplement No. 3 supplements, modifies and supersedes certain information contained in the Prospectus, Supplement No. 1 and Supplement No. 2 and should be read in conjunction with the Prospectus, Supplement No. 1 and Supplement No. 2. This Supplement No. 3 will be delivered with the Prospectus, Supplement No. 1 and Supplement No. 2. Unless the context suggests otherwise, the terms “we,” “us” and “our” used herein refer to the Company, together with its consolidated subsidiaries.
The purposes of this Supplement No. 3 are to:
• | update the status of the offering and the shares currently available for sale; |
• | update disclosure relating to management biographies in light of recent changes; |
• | update disclosure relating to the management of our dealer manager; |
• | update disclosure relating to our electronic voting policy for our Board of Directors; |
• | update disclosure relating to our real estate investments; |
• | update disclosure relating to our financial obligations; |
• | update our prior performance information; |
• | update Appendix C-1 — Subscription Agreement; and |
• | update Appendix C-2 — Multi-Offering Subscription Agreement. |
OPERATING INFORMATION
Status of the Offering
We commenced our reasonable best efforts initial public offering of up to 156.6 million shares of common stock, including 101.0 million retail shares and 55.6 million institutional shares, on April 20, 2012 (excluding shares to be issued under the distribution reinvestment plan, or DRIP). On August 23, 2012, we filed a new prospectus, offering up to 150.0 million shares of common stock. On October 24, 2012, we satisfied the general escrow conditions of our initial 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 each of AR Capital Global Holdings, LLC, our sponsor, and Moor Park Global Advisers Limited, a subsidiary of our European service provider, in the amount of $1.0 million at a purchase price of $9.00 per share. Additionally, on August 29, 2013, 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 February 15, 2014, we had acquired 41 properties which were 100% leased as of such date. As of February 15, 2014, we had total real estate investments, at cost, of $358.1 million. As of September 30, 2013, we had incurred, cumulatively to that date, $12.2 million in offering costs related to the sale of our common stock.
We will offer shares of our common stock until April 20, 2014, unless the offering is extended in accordance with the Prospectus, provided that the offering will be terminated if all 150.0 million shares of our common stock are sold before such date (subject to our right to reallocate shares offered pursuant to the DRIP for sale in our primary offering).
Shares Currently Available for Sale
As of December 31, 2013, we had received aggregate gross proceeds of $154.2 million, consisting of the sale of 15.5 million shares of common stock in our public offering and the receipt of $1.3 million from the DRIP.
As of December 31, 2013, there were 15.7 million shares of our common stock outstanding, including unvested restricted stock. As of December 31, 2013, there were 134.5 million shares of our common stock available for sale, excluding shares available under our DRIP.
PROSPECTUS UPDATES
Description of Real Estate Investments
The reference to “September 4, 2013” in the first paragraph under the section “Description of Real Estate Investments” is hereby replaced with “February 15, 2014.”
The following disclosure hereby replaces the section “Restaurant” on page 164 of the Prospectus.
“Restaurants – Quick Service
• | 1 McDonald’s restaurant located in Carlisle, United Kingdom purchased on October 30, 2012, or McDonald’s; and |
• | 15 Encanto restaurants located in Puerto Rico purchased on December 30, 2013, or the Quick Service Encanto Restaurants. |
Restaurants – Casual Dining
• | 3 Encanto restaurants located in Puerto Rico purchased on December 30, 2013, or the Casual Dining Encanto Restaurants.” |
The following disclosure is hereby added immediately prior to the section “Technology” on page 164 of the Prospectus.
“Financial Services
• | 1 Provident Financial office building located in Bradford, United Kingdom purchased on February 11, 2014, or the Provident Financial Office Building.” |
The following disclosure is hereby added as a second bullet point under the section “Technology” on page 164 of the Prospectus.
“ | • 1 Western Digital property comprising two office buildings located in San Jose, California purchased on December 23, 2013, or the Western Digital Office Buildings.” |
The following disclosure is hereby added immediately prior to the section “Distribution Facilities” on page 164 of the Prospectus.
“Foot Apparel
• | 1 Wolverine World Wide distribution facility located in Howard City, Michigan purchased on December 19, 2013, or the Wolverine World Wide Distribution Facility. |
Aerospace
• | 1 GE Aviation office and warehouse facility located in Grand Rapids, Michigan purchased on January 15, 2014, or the GE Aviation Facility. |
Automotive Parts Supplier
• | 1 Rheinmetall office and research and development facility located in Neuss, Germany purchased on February 5, 2014, or the Rheinmetall Property. |
Retail Food Distribution
• | 2 Crown Crest Group Limited warehouses, a workshop and an office facility located in Leicester, United Kingdom purchased on February 13, 2014, or the Crown Crest Property.” |
The following disclosure is hereby added immediately prior to the section “Financial Obligations” on page 174 of the Prospectus.
“Wolverine World Wide Distribution Facility
The property is 100% leased to Wolverine World Wide, Inc., a global marketer of branded footwear, as well as apparel and accessories. The lease is net whereby the tenant is required to pay substantially all operating expenses, excluding all costs to maintain and repair the roof, in addition to base rent. We received a credit
of $0.7 million from the seller to make required roof repairs to the property. We funded the acquisition of the property using available cash on hand from our ongoing initial public offering in the amount of $5.2 million and a drawdown of $12.0 million on our unsecured revolving $50.0 million credit facility with JPMorgan Chase Bank, N.A. or JPMorgan, as described in “Financial Obligations” below.
The following table provides, for the property, information relating to the seller, purchase price, capitalization rate, remaining lease term at the time of acquisition, rental escalations and renewal options, rentable square feet and annualized straight line income.
Property | Number of Properties | Seller | Purchase Price | Capitalization Rate(1) | Lease Term Remaining At Acquisition (Years) | Rental Escalations | Renewal Options | Rentable Square Feet | Annualized Straight Line Income | |||||||||||||||||||||||||||
Wolverine World Wide Distribution Facility | 1 | 3W Development II, L.L.C. | $ | 17.2 million | 7.9 | % | 9.1 | None | One, five-year option | 468,635 | $ | 1.4 million |
(1) | Calculated by dividing annualized net operating income by base purchase price. Annualized net operating income is annualized rental income on a straight-line basis, which includes tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses. Reflects adjustments for lease terminations and lease amendments with tenants, as applicable. |
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.
The annual real estate taxes payable on the property are to be paid directly by the tenant.
Western Digital Office Buildings
The property is 100% leased to Western Digital Corporation. The lease is net whereby the tenant is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, and the cost of all capital expenditures, in addition to base rent. We funded the purchase of the property using available cash on hand of $10.1 million from our ongoing initial public offering and assumed debt of $18.5 million, as described in “Financial Obligations” below.
The following table provides, for the property, information relating to the seller, purchase price, capitalization rate, remaining lease term at the time of acquisition, rental escalations and renewal options, rentable square feet and annualized straight line income.
Property | Number of Properties | Seller | Purchase Price | Capitalization Rate(1) | Lease Term Remaining At Acquisition (Years) | Rental Escalations | Renewal Options | Rentable Square Feet | Annualized Straight Line Income | |||||||||||||||||||||||||||
Western Digital Office Buildings | 1 | Fortress Investment Group LLC | $ | 28.6 million | 8.4 | % | 7.0 | 3.5% annually commencing October 2014 | Two, five-year options | 286,330 | $ | 2.4 million |
(1) | Calculated by dividing annualized net operating income by base purchase price. Annualized net operating income is annualized rental income on a straight-line basis, which includes tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses. Reflects adjustments for lease terminations and lease amendments with tenants, as applicable. |
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.
The annual real estate taxes payable on the property are to be paid directly by the tenant.
Encanto Restaurants
The properties are 100% leased to Encanto Restaurants Inc. The master lease is net whereby the tenant is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, and the cost of all capital expenditures, in addition to base rent. We funded the purchase of the properties using available cash on hand of $14.7 million from our ongoing initial public offering and assumed debt of $22.9 million, as described in “Financial Obligations” below.
The following table provides, for the properties, information relating to the seller, purchase price, capitalization rate, remaining lease term at the time of acquisition, rental escalations and renewal options, rentable square feet and annualized straight line income.
Property | Number of Properties | Seller | Purchase Price | Capitalization Rate(1) | Lease Term Remaining At Acquisition (Years) | Rental Escalations | Renewal Options | Rentable Square Feet | Annualized Straight Line Income | |||||||||||||||||||||||||||
Encanto Restaurants – Casual Dining | 3 | Fortress Investment Group LLC | $ | 4.1 million | 8.55 | % | 11.5 | 1.0% annually commencing July 2014 | Six, five-year options | 8,300 | $ | 0.3 million | ||||||||||||||||||||||||
Encanto Restaurants – Quick Service | 15 | Fortress Investment Group LLC | $ | 33.5 million | 8.55 | % | 11.5 | 1.0% annually commencing July 2014 | Six, five-year options | 56,962 | $ | 2.9 million |
(1) | Calculated by dividing annualized net operating income by base purchase price. Annualized net operating income is annualized rental income on a straight-line basis, which includes tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses. Reflects adjustments for lease terminations and lease amendments with tenants, as applicable. |
Other
We believe the properties are suitable and adequate for their uses.
We do not have any scheduled capital improvements.
We believe the properties are 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 properties are to be paid directly by the tenant.
GE Aviation Facility
The property is 100% leased to GE Aviation Systems, LLC, a world-leading provider of commercial and military jet engines and components as well as avionics, electric power and mechanical systems for aircraft. GE Aviation Systems, LLC is a subsidiary of General Electric Company (NYSE: GE), which is the guarantor of the lease and carries an investment grade credit rating as determined by major credit rating agencies. The lease is net, whereby the tenant is required to pay substantially all operating expenses, excluding costs to maintain and repair the roof and structure, in addition to base rent. We funded the acquisition of the property using available cash on hand from our ongoing initial public offering in the amount of $20.4 million and a drawdown of $18.5 million on our unsecured revolving $50.0 million credit facility with JPMorgan, as described in “Financial Obligations” below.
The following table provides, for the property, information relating to the seller, purchase price, capitalization rate, remaining lease term at the time of acquisition, rental escalations and renewal options, rentable square feet and annualized straight line income.
Property | Number of Properties | Seller | Purchase Price | Capitalization Rate(1) | Lease Term Remaining At Acquisition (Years) | Rental Escalations | Renewal Options | Rentable Square Feet | Annualized Straight Line Income | |||||||||||||||||||||||||||
GE Aviation Facility | 1 | Tower Partners, LLC | $ | 38.9 million | 7.2 | % | 12.0 | 5.5% every three years commencing January 2017 | Two, five-year options | 369,000 | $ | 2.8 million |
(1) | Calculated by dividing annualized net operating income by base purchase price. Annualized net operating income is annualized rental income on a straight-line basis, which includes tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses. Reflects adjustments for lease terminations and lease amendments with tenants, as applicable. |
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 2014 Federal tax return.
The annual real estate taxes payable on the property are to be paid directly by the tenant.
Set forth below are summary financial statements of the parent of the tenant as described above.
General Electric Company currently files its financial statements in reports filed with the SEC and the following summary financial data regarding General Electric Company are taken from such filings:
(Amounts in Millions) | Nine Months Ended September 30, 2013 (Unaudited) | Fiscal Year Ended December 31, | ||||||||||||||
2012 (Audited) | 2011 (Audited) | 2010 (Audited) | ||||||||||||||
Statements of Earnings | ||||||||||||||||
Total revenues and other income | $ | 105,858 | $ | 147,359 | $ | 147,288 | $ | 149,567 | ||||||||
Earnings from continuing operations before income taxes | 11,463 | 17,406 | 20,257 | 14,187 | ||||||||||||
Net earnings (loss) attributable to GE common shareowners | 9,851 | 13,641 | 13,120 | 11,344 |
(Amounts in Millions) | September 30, 2013 (Unaudited) | December 31, 2012 (Audited) | December 31, 2011 (Audited) | December 31, 2010 (Audited) | ||||||||||||
Statements of Financial Position | ||||||||||||||||
Total assets | $ | 661,438 | $ | 685,328 | $ | 718,189 | $ | 747,793 | ||||||||
Short-term borrowings | 80,496 | 101,392 | 137,611 | 117,959 | ||||||||||||
Total liabilities | 532,393 | 556,858 | 600,055 | 623,595 | ||||||||||||
Total shareholders’ equity | 129,045 | 128,470 | 118,134 | 124,198 |
Rheinmetall Property
The property is 100% leased to Rheinmetall Immobilien GmbH, a leading supplier of automotive technology for emission control systems, valves, actuators and pumps. Rheinmetall Immobilien GmbH is a subsidiary of Rheinmetall AG (FSE: RHM), which is the guarantor of the lease. The lease is net whereby the tenant is required to pay substantially all operating expenses, including costs to maintain and repair the roof and structure, in addition to base rent. We funded the acquisition of the property with available cash on hand from our initial public offering in the amount of $14.6 million and a loan of $14.3 million from Deutsche Pfandbriefbank AG, as described in “Financial Obligations” below.
The following table provides, for the property, information relating to the seller, purchase price, capitalization rate, remaining lease term at the time of acquisition, rental escalations and renewal options, rentable square feet and annualized straight line income.
Property | Number of Properties | Seller | Purchase Price(1) | Capitalization Rate(2) | Lease Term Remaining At Acquisition (Years) | Rental Escalations | Renewal Options | Rentable Square Feet | Annualized Straight Line Income | |||||||||||||||||||||||||||
Rheinmetall Property | 1 | Axiom Asset 1 GmbH & Co. KG | $28.9 million | 8.9 | % | 10.0 | 85% of the change in the German consumer price index when this index is changed by more than 5 | % | Three five-year options and one three-year option | 320,102 | $ | 2.6 million |
(1) | Converted from local currency to US Dollars as of the acquisition date using an exchange rate of $1.35 to €1.00 |
(2) | Calculated by dividing annualized net operating income by base purchase price. Annualized net operating income is annualized rental income on a straight-line basis, which includes tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses. Reflects adjustments for lease terminations and lease amendments with tenants, as applicable. |
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 2014 Federal tax return.
The annual real estate taxes payable on the property are to be paid directly by the tenant.
Rheinmetall AG currently files its financial statements in reports filed with the German Electronic Federal Gazette (Elecktronischer Bundesanzeiger) and the following audited and unaudited summary financial data regarding Rheinmetall AG are taken from such filings:
(Amounts in Millions) | Nine Months Ended September 30, 2013 (Unaudited) | Fiscal Year Ended December 31, | ||||||||||||||
2012 (Audited) | 2011 (Audited) | 2010 (Audited) | ||||||||||||||
Income Statements | ||||||||||||||||
Total operating performance | € | 3,314 | € | 4,755 | € | 4,505 | € | 4,058 | ||||||||
Earnings before taxes | (55 | ) | 239 | 295 | 229 | |||||||||||
Net income | (47 | ) | 190 | 225 | 174 |
(Amounts in Millions) | September 30, 2013 (Unaudited) | December 31, 2012 (Audited) | December 31, 2011 (Audited) | December 31, 2010 (Audited) | ||||||||||||
Balance Sheet | ||||||||||||||||
Total assets | € | 4,706 | € | 4,899 | € | 4,832 | € | 4,460 | ||||||||
Current liabilities | 1,815 | 1,779 | 1,729 | 1,558 | ||||||||||||
Total liabilities | 3,406 | 3,438 | 3,286 | 3,105 | ||||||||||||
Equity | 1,300 | 1,461 | 1,546 | 1,355 |
Provident Financial Office Building
The property is 100% leased to Provident Financial plc (LSE: PFG), a financial services group specializing in the provision of personal credit products for consumers in the United Kingdom non-standard lending market. The lease is net whereby the tenant is required to pay substantially all operating expenses, including
costs to maintain and repair the roof and structure, in addition to base rent. We funded the acquisition of the property with available cash on hand from our initial public offering in the amount of $20.9 million and a loan of $20.9 million from Santander UK Plc, as described in “Financial Obligations” below.
The following table provides, for the property, information relating to the seller, purchase price, capitalization rate, remaining lease term at the time of acquisition, rental escalations and renewal options, rentable square feet and annualized straight line income.
Property | Number of Properties | Seller | Purchase Price(1) | Capitalization Rate(2) | Lease Term Remaining At Acquisition (Years)(3) | Rental Escalations | Renewal Options | Rentable Square Feet | Annualized Straight Line Income | |||||||||||||||||||||||||||
Provident Financial Office Building | 1 | Coolatinney Developments Limited | $41.8 million | 10.3 | % | 11.7 | 16% in 2015 30% in 2020 and upwards reviews every 5 years thereafter. | None | 117,003 | $ | 4.3 million |
(1) | Converted from local currency to US Dollars as of the acquisition date using an exchange rate of $1.64 to £1.00. |
(2) | Calculated by dividing annualized net operating income by base purchase price. Annualized net operating income is annualized rental income on a straight-line basis, which includes tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses. Reflects adjustments for lease terminations and lease amendments with tenants, as applicable. |
(3) | Based on termination option in November 2025. Without election, initial term ends in November 2035. |
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 2014 Federal tax return.
The annual real estate taxes payable on the property are to be paid directly by the tenant.
Provident Financial plc currently posts its audited and interim financial statements in reports on its website atwww.providentfinancial.com and the following audited and unaudited summary financial data are taken from such source:
(Amounts in Millions) | Six Months Ended June 30, 2013 (Unaudited) | Fiscal Year Ended December 31, | ||||||||||||||
2012 (Audited) | 2011 (Audited) | 2010 (Audited) | ||||||||||||||
Consolidated Income Statement | ||||||||||||||||
Revenue | £ | 545.0 | £ | 980.0 | £ | 910.8 | £ | 866.4 | ||||||||
Profit before taxation | 72.0 | 196.7 | 162.1 | 142.0 | ||||||||||||
Profit for the period attributable to equity shareholders | 55.3 | 148.0 | 119.8 | 101.5 |
(Amounts in Millions) | June 30, 2013 (Unaudited) | December 31, 2012 (Audited) | December 31, 2011 (Audited) | December 31, 2010 (Audited) | ||||||||||||
Consolidated Balance Sheet | ||||||||||||||||
Total assets | £ | 1,659.2 | £ | 1,686.5 | £ | 1,478.4 | £ | 1,381.0 | ||||||||
Current liabilities | 255.6 | 270.1 | 143.6 | 251.5 | ||||||||||||
Total liabilities | 1,291.7 | 1,311.1 | 1,152.2 | 1,071.6 | ||||||||||||
Total equity | 367.5 | 375.4 | 326.2 | 309.4 |
Crown Crest Property
The property is 100% leased under one lease to Crown Crest (Leicester) Plc and Crown Crest Group Limited, which are both affiliated food distribution companies that specialize in the supply of branded goods to value retailers. Crown Crest Group Limited is the parent of Crown Crest (Leicester) Plc and owns 97% of Poundstretcher Limited, the guarantor of the lease. The lease is net whereby the tenant is required to pay substantially all operating expenses, including costs to maintain and repair the roof and structure, in addition to base rent. We funded the acquisition of the property with available cash on hand from our initial public offering in the amount of $31.8 million and a loan of $31.8 million from Santander UK Plc, as described in “Financial Obligations” below.
The following table provides, for the property, information relating to the seller, purchase price, capitalization rate, remaining lease term at the time of acquisition, rental escalations and renewal options, rentable square feet and annualized straight line income.
Property | Number of Properties | Seller | Purchase Price(1) | Capitalization Rate(2) | Lease Term Remaining At Acquisition (Years) | Rental Escalations | Renewal Options | Rentable Square Feet | Annualized Straight Line Income | |||||||||||||||||||||||||||
Crown Crest Property | 1 | Crown Crest Property Developments Limited | $ | 63.6 million | 10.3 | % | 25.0 | Every five years based on the greater of rental rates under the lease or the Index of Retail Prices with a floor of 2.5% and a maximum of 4.5 | % | None | 805,530 | $ | 6.6 million |
(1) | Converted from local currency to US Dollars as of the acquisition date using an exchange rate of $1.65 to £1.00. |
(2) | Calculated by dividing annualized net operating income by base purchase price. Annualized net operating income is annualized rental income on a straight-line basis, which includes tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses. Reflects adjustments for lease terminations and lease amendments with tenants, as applicable. |
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 2014 Federal tax return.
The annual real estate taxes payable on the property are to be paid directly by the tenants.
The financial statements of Crown Crest Group Limited can be obtained from Companies House and the following audited summary financial data regarding Crown Crest Group Limited are taken from such filings:
Fiscal Year Ended March 31, | ||||||||||||
2013 (Audited) | 2012 (Audited) | 2011 (Audited) | ||||||||||
Consolidated Profit and Loss Account | ||||||||||||
Turnover | £ | 430,179,490 | £ | 444,621,993 | £ | 410,225,321 | ||||||
Profit on ordinary activities before taxation | 9,564,590 | 15,507,809 | 17,807,364 | |||||||||
Profit for the financial year | 8,942,831 | 13,167,820 | 13,974,355 |
March 31, 2013 (Audited) | March 31, 2012 (Audited) | March 31, 2011 (Audited) | ||||||||||
Consolidated Balance Sheet | ||||||||||||
Creditors: amounts falling due within one year | £ | 86,237,477 | £ | 96,859,444 | £ | 64,408,988 | ||||||
Total assets less current liabilities | 138,778,102 | 137,223,612 | 124,097,655 | |||||||||
Creditors: amounts falling due after more than one year and other liabilities | 40,862,512 | 47,263,295 | 47,547,448 | |||||||||
Total capital and reserves | 97,915,590 | 89,960,317 | 76,550,207” |
Financial Obligations
The following disclosure is hereby added immediately following the section “Wickes Building Supplies II Santander Loan” on page 175 of the Prospectus.
“JPMorgan Credit Facility
On July 25, 2013, we, through an indirect wholly owned subsidiary of our operating partnership, entered into a credit agreement relating to a credit facility with JPMorgan. The credit facility allows for total borrowings of up to $50.0 million. The credit facility contains an “accordion feature” to allow us, under certain circumstances and in the sole and absolute discretion of JPMorgan, to increase the aggregate borrowings under the credit facility to up to $750.0 million through additional commitments. Availability of borrowings is based on a pool of eligible unencumbered real estate assets.
The initial maturity date of the credit facility is July 25, 2016. The credit facility also contains two one-year extension options, subject to certain conditions. We will have the option, based upon our corporate leverage, to have the credit facility priced at either the Alternate Base Rate plus 0.60% to 1.20% or at adjusted LIBOR plus 1.60% to 2.20%. The Alternate Base Rate is defined in the credit agreement as a rate per annum equal to the greatest of (a) the fluctuating annual rate of interest announced from time to time by JPMorgan as its “prime rate” in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.5% and (c) the Adjusted LIBOR for a month period on such day plus 1%. Adjusted LIBOR refers to LIBOR multiplied by the statutory reserve rate, as determined by the Federal Reserve System of the United States. We may incur unused fees on a quarterly basis and in other circumstances to the extent it has not used commitments under the credit facility.
The credit facility provides for quarterly interest payments for each Alternate Base Rate loan and periodic payments for each adjusted 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, subject to prior notice to the applicable lender. In the event of a default, lenders under the credit facility 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. As defined in the credit agreement, events of default include, but are not limited to: failure by us to pay any amount due under the credit facility when due; failure by us to satisfy any financial covenant required under the credit facility; and any representation or warranty made in connection with the credit facility being shown to be materially false.
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.
On December 19, 2013, we, through an indirect wholly owned subsidiary of our operating partnership, drew down $12.0 million from the existing credit facility in connection with the acquisition of the Wolverine World Wide Distribution Facility, which was subsequently repaid in full on December 30, 2013.
On January 15, 2014, we, through an indirect wholly owned subsidiary of our operating partnership, drew down $18.5 million from the existing credit facility in connection with the acquisition of the GE Aviation Facility, which was subsequently repaid in full on January 31, 2014.”
The following disclosure is hereby added immediately following the section “Wickes Building Supplies III Santander Loan” on page 175 of the Prospectus.
“Wells Fargo Western Digital Loan
On December 23, 2013, we, through an indirect wholly owned subsidiary of our operating partnership, assumed a loan agreement with an outstanding principal amount of $18.5 million with respect to the Western Digital Property. The loan provides for monthly principal and interest payments with full maturity in July 2021. The loan bears interest at a stated rate of 5.2%. The master servicer of the loan is Wells Fargo Bank, NA.
The loan may be prepaid at any time, in whole or in part, with break costs, if applicable. In the event of a default, the lender has the right to terminate its obligations under the loan and to accelerate the payment on any unpaid principal amount of the loan.
Wells Fargo Encanto Properties Loan
On December 30, 2013, we, through an indirect wholly owned subsidiary of our operating partnership, assumed a loan agreement with an outstanding principal amount of $22.9 million with respect to the Encanto Properties. The loan provides for monthly principal and interest payments with full maturity in June 2017. The loan bears interest at a stated rate of 6.3%. The master servicer of the loan is Wells Fargo Bank, NA.
The loan may be prepaid at any time, in whole or in part, with break costs, if applicable. In the event of a default, the lender has the right to terminate its obligations under the loan and to accelerate the payment on any unpaid principal amount of the loan.
Deutsche Pfandbriefbank AG Loan
On February 5, 2014, we, through an indirect wholly owned subsidiary of our operating partnership, entered into a loan agreement with Deutsche Pfandbriefbank AG in the amount of $14.3 million (based upon an exchange rate of $1.35 to €1.00, as of the date of the acquisition of the Rheinmetall Property) with respect to the Rheinmetall Property. The loan provides for quarterly interest payments with all principal outstanding being due on the maturity date in January 2019. The loan bears interest at a stated rate of 2.5%, fixed by an interest rate swap entered into with JPMorgan.
The loan may be prepaid at any time, in whole or in part, with break costs, if applicable. In the event of a default, the lender has the right to terminate its obligations under the loan and to accelerate the payment on any unpaid principal amount of the loan.
Santander Provident Financial Office Building Loan
On February 11, 2014, we, through an indirect wholly owned subsidiary of our operating partnership, entered into a loan agreement with Santander UK Plc. in the amount of $20.9 million (based upon an exchange rate of $1.64 to £1.00, as of the date of the acquisition of the Provident Financial Office Building) with respect to the Provident Financial Office Building. The loan provides for quarterly interest payments with all principal outstanding being due on the maturity date in February 2019. The loan bears interest at a stated rate of 4.1%, fixed by an interest rate swap entered into with JPMorgan.
The loan may be prepaid at any time, in whole or in part, with break costs, if applicable. In the event of a default, the lender has the right to terminate its obligations under the loan and to accelerate the payment on any unpaid principal amount of the loan.
Santander Crown Crest Loan
On February 13, 2014, we, through an indirect wholly owned subsidiary of our operating partnership, entered into a loan agreement with Santander UK Plc in the amount of $31.8 million (based upon an exchange rate of $1.65 to £1.00, as of the date of the acquisition of the Crown Crest Property) with respect to the Crown Crest Property. The loan provides for quarterly interest payments with all principal outstanding being due on the maturity date in February 2019. The loan bears interest at a stated rate of 4.2%, fixed by an interest rate swap entered into with JPMorgan.
The loan may be prepaid at any time, in whole or in part, with break costs, if applicable. In the event of a default, the lender has the right to terminate its obligations under the loan and to accelerate the payment on any unpaid principal amount of the loan.”
Management
The following disclosure replaces in its entirety the tenth sentence of Mr. Budko’s biography on page 80 of the Prospectus under the heading “Management — Executive Officers and Directors.”
“Mr. Budko served as executive vice president and chief investment officer of ARCP and the ARCP advisor from their formation in December 2010 and November 2010, respectively until January 2014.”
Compensation of Directors
The following disclosure replaces in its entirety the third sentence of the section entitled “Compensation of Directors” on page 83 of the Prospectus.
“Our board of directors may also approve the acquisition of real property and other related investments valued at $40,000,000 or less, and in which any portfolio of properties is valued in the aggregate at $100,000,000 or less, via electronic board meetings whereby the directors cast their votes in favor or against a proposed acquisition via email.”
The fourth and fifth paragraphs under the section “Dealer Manager” on page 94 of the Prospectus are hereby replaced in their entirety with the following disclosure.
“The current officers of our dealer manager are:
Name | Age | Position(s) | ||||||
Edward M. Weil, Jr. | 46 | Chairman | ||||||
R. Lawrence Roth | 56 | Chief Executive Officer | ||||||
Louisa Quarto | 46 | President | ||||||
John H. Grady | 52 | Chief Operating Officer | ||||||
Joseph D. Neary, Jr. | 46 | Chief Compliance Officer | ||||||
Alex MacGillivray | 52 | Executive Vice President and National Sales Manager | ||||||
Steve Rokoszewski | 37 | Executive Vice President |
The background of Mr. Weil is described in the “Management — Executive Officers and Directors” section of this prospectus and the backgrounds of Ms. Quarto and Messrs. Roth, Grady, Neary, MacGillivray and Rokoszewski are described below:”
The following disclosure is added as a new paragraph immediately following the biography of John H. Grady on page 95 of the Prospectus.
“Joseph D. Neary, Jr. was appointed as chief compliance officer of our dealer manager in January 2014. Prior to joining our dealer manager, Mr. Neary served as the chief compliance officer of Park Avenue Securities, a wholly owned subsidiary of The Guardian Life Insurance Company, from March 2013 until December 2013. Mr. Neary served as the chief compliance officer of Advisor Group’s investment advisory retail firms in February 2010 and served in that capacity until March 2013. Mr. Neary has also been a compliance officer of AIG SunAmerica Asset Management Corp. and served as the chief compliance officer for AIG SunAmerica Capital Services, Inc., the principal underwriter (i.e., wholesaling broker-dealer) for certain mutual funds advised by AIG SAAMCo and variable annuities issued by AIG SunAmerica Life Assurance Company. In addition to his time with AIG and Guardian, Mr. Neary served as a compliance officer at both Prudential Financial and Marsh & McLennan, where part of his overall responsibilities included focusing on the oversight of wholesaling broker-dealer activities, capital raising and retirement services compliance. Mr. Neary has been licensed to practice law in New York and New Jersey since 1997 after obtaining an L.L.M. in international business transactions from McGeorge School of Law and his JD from Widener University Law School, while also holding FINRA 7, 24, 53 and 66 Registrations.”
Prior Performance Summary
The following disclosure replaces the section “Programs of our Sponsor” through and including the section “American Energy Capital Partners” on pages S-13 through S-18 of Supplement No. 2.
“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 ARCT 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.
American Realty Capital New York Recovery REIT, Inc.
American Realty Capital New York Recovery REIT, Inc., or NYRR, a Maryland corporation, is the second publicly offered REIT sponsored by American Realty Capital. NYRR was incorporated on October 6, 2009 and qualified as a REIT beginning with the taxable year ended December 31, 2010. NYRR filed its initial registration statement with the SEC on November 12, 2009 and became effective on September 2, 2010. NYRR had received aggregate gross offering proceeds of $17.0 million from the sale of 2.0 million shares from a private offering to “accredited investors” (as defined in Regulation D as promulgated under the Securities Act). On December 15, 2011, NYRR exercised its option to convert all its outstanding preferred shares into 2.0 million shares of common stock on a one-to-one basis. As of December 31, 2013, NYRR had received aggregate gross proceeds of $1.7 billion which includes the sale of 169.5 million shares in its public offering, $17.0 million from its private offering and $22.5 million from its distribution reinvestment plan. As of December 31, 2013, there were 173.9 million shares of NYRR common stock outstanding, including restricted stock, converted preferred shares, and shares issued under its distribution reinvestment plan. As of December 31, 2013, NYRR had total real estate and preferred equity investments, at cost, of $2.1 billion, comprised of 22 properties and one preferred equity investment. As of September 30, 2013, NYRR had incurred, cumulatively to that date, $109.6 million in selling commissions, dealer manager fees and offering costs for the sale of its common stock and $13.7 million for acquisition costs related to its portfolio of 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 December 31, 2013, PE-ARC had received aggregate gross offering proceeds of $1.7 billion which includes the sale of 175.6 million shares of common stock in its public offering and $20.2 million from its distribution reinvestment program. As of December 31, 2013, PE-ARC had acquired 83 properties and had total real estate investments at cost of $1.2 billion. As of September 30, 2013, PE-ARC had incurred, cumulatively to that date, $119.2 million in offering costs for the sale of its common stock and $15.8 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 December 31, 2013, ARC HT had received aggregate gross offering proceeds of $1.8 billion which includes the sale of 174.7 million shares in its public offering and $57.7 million from its distribution reinvestment plan. As of December 31, 2013, ARC HT had acquired 114 healthcare-related properties, for a purchase price of $1.6 billion. As of September 30, 2013, ARC HT had incurred, cumulatively to that date, $197.5 million in offering costs for the sale of its common stock and $20.7 million for acquisition costs related to its portfolio of properties. On December 6, 2013, ARC HT announced that its board of directors, upon consultation with its financial advisors, Bank of America Merrill Lynch and RCS Capital, the investment banking and capital markets division of our dealer manager, determined it is in the best interest of ARC HT to proceed with its previously announced potential financing and strategic alternatives consistent with its long-term business strategy, which include, among other options, a listing on a national stock exchange. Accordingly, ARC HT intends to file an application to list its common stock on a national stock exchange under the symbol “HCT” and anticipates that its common stock will be listed on such exchange in the first quarter of 2014.
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 qualified as a REIT beginning with the taxable year ended 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 December 31, 2013, ARC RCA had received aggregate gross proceeds of $71.3 million which includes the sale of 7.2 million shares in its public offering and $0.7 million from its distribution reinvestment plan. As of December 31, 2013, ARC RCA had acquired three properties for a purchase price of $107.6 million. As of September 30, 2013, ARC RCA has incurred, cumulatively to that date, $12.2 million in offering costs for the sale of its common stock and $1.9 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 qualified 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 December 31, 2013, ARC DNAV had received aggregate gross proceeds of $20.8 million which includes the sale of 2.0 million shares in its public offering and $0.4 million from its distribution reinvestment plan. As of December 31, 2013, ARC DNAV had acquired 13 properties with total real estate investments, at cost, of $32.8 million. As of September 30, 2013, ARC DNAV had incurred, cumulatively to that date, $5.7 million in offering costs from the sale of its common stock and $0.8 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 the 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 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 our 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. On November 12, 2013, ARCP closed on the two previously announced private placement transactions for the sale and issuance of approximately 15.1 million shares of common stock and approximately 21.7 million shares of a new Series D Cumulative Convertible Preferred Stock. Following the closing of ARCP’s merger with CapLease, Inc., ARCP elected to convert all outstanding Series C Shares into shares of common stock. Pursuant to the limit in the Series C Articles Supplementary on the number of shares of common stock that could be issued upon conversion of Series C Shares, on November 12, 2013, ARCP converted 1,104,781 Series C Shares into 1,411,030 shares of common stock. ARCP was required to settle each transaction upon the successful closing of its acquisition of CapLease, Inc.
In aggregate, through December 31, 2013, ARCP has received 1.1 billion of proceeds from the sale of common and convertible preferred stock. As of December 31, 2013, ARCP owned 1,328 buildings, including properties purchased by ARCT III, freestanding properties and real estate investments, at a purchase price of 5.2 billion. On May 28, 2013, ARCP and CapLease, Inc., or CapLease, entered into an Agreement and Plan of Merger under which ARCP subsequently acquired all of the outstanding shares of CapLease. The merger was approved by both companies’ boards of directors and CapLease’s stockholders and closed on November 5, 2013. On July 1, 2013, ARCT IV and ARCP entered into an Agreement and Plan of Merger under which ARCP subsequently acquired all of the outstanding shares of ARCT IV. The merger was approved by both companies’ boards of directors and ARCT IV's stockholders and closed on January 3, 2014. Effective as of January 8, 2014, ARCP internalized the management services previously provided by American Realty Capital
Advisors, LLC and its affiliates, as a result of which ARCP became a self-administered REIT managed full-time by its own management team. On October 22, 2013, ARCP entered into an Agreement and Plan of Merger with Cole Real Estate Investments, Inc., or Cole, under which ARCP subsequently acquired all of the outstanding shares of Cole. The merger was approved by both companies’ boards of directors and stockholders and closed on February 7, 2014. On March 5, 2014, the closing price per share of common stock of ARCP was $14.64.
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 qualified as a REIT beginning with the taxable year ended 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 December 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. As of December 31, 2013, ARCT IV owned 1,231 freestanding properties at an aggregate purchase price of $2.2 billion. As of September 30, 2013, ARCT IV had incurred, cumulatively to that date, $197.3 million in offering costs for the sale of its common stock and $54.9 million for acquisition costs related to its portfolio of properties. On July 1, 2013, ARCT IV and ARCP entered into an Agreement and Plan of Merger under which ARCP subsequently acquired all of the outstanding shares of ARCT IV. The merger was approved by both companies’ boards of directors and was subsequently approved by ARCT IV’s stockholders on January 3, 2014. The merger closed on January 3, 2014, pursuant to which ARCT IV merged with and into a subsidiary of ARCP.
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 qualified 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 effective by the SEC on February 14, 2013. As of December 31, 2013, ARC HT II received aggregate gross proceeds of $186.8 million from the sale of 7.5 million shares in its public offering and $1.3 million from its distribution reinvestment plan. As of December 31, 2013, ARC HT II had acquired seven properties with a purchase price of $46.2 million. As of September 30, 2013, ARC HT II had incurred, cumulatively to that date, $11.8 million in offering costs for the sale of its common stock and $0.7 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 qualified 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 December 31, 2013, ARC RFT received aggregate gross proceeds of $32.6 million from the sale of 1.3 million shares in its public offering and $0.2 million from its distribution reinvestment plan. As of December 31, 2013, ARC RFT’s investments, at amortized cost, were $35.8 million. As of September 30, 2013, ARC RFT had incurred, cumulatively to that date, $3.7 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 qualified 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 December 31, 2013, ARCT V received aggregate gross proceeds of $1.6 billion from the sale of 62.1 million shares in its public offering and $20.4 million from its distribution reinvestment plan. As of December 31, 2013, ARCT V owned 239 freestanding properties at an aggregate purchase price of $1.1
billion. As of September 30, 2013, ARCT V had incurred, cumulatively to that date, $165.4 million in offering costs for the sale of its common stock and $18.3 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 qualified 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 was declared effective by the SEC on November 25, 2013. As of December 31, 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 December 31, 2013, PE-ARC II had not acquired any properties. As of July 1, 2013, PE-ARC II had incurred, cumulatively to that date, approximately $11,000 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, 2014. ARC HOST filed its registration statement with the SEC on August 16, 2013, which was declared effective by the SEC on January 7, 2014. As of December 31, 2013, ARC HOST received aggregate gross proceeds of $0.2 million from the sale of 8,888 shares in a private placement. As of December 31, 2013, ARC HOST had not acquired any properties. As of September 30, 2013, ARC HOST had incurred, cumulatively to that date, $0.9 million in offering costs for the sale of its common stock.
American Realty Capital New York City REIT, Inc.
American Realty Capital New York City REIT, Inc., or ARC NYCR, a Maryland corporation, is the sixteenth publicly offered REIT sponsored by American Realty Capital. ARC NYCR was incorporated on December 19, 2013 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2014. ARC NYCR filed its registration statement with the SEC on January 15, 2014, which has not yet been declared effective by the SEC. As of February 28, 2014, ARC NYCR received aggregate gross proceeds of $0.2 million from the sale of 8,888 shares in a private placement. As of February 28, 2014, ARC NYCR had not acquired any properties. As of December 31, 2013, ARC NYCR had yet to incur any 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 December 31, 2013, BDCA had raised gross proceeds of $681.7 million which includes the sale of 62.4 million shares in its public offering and $13.1 million from its distribution reinvestment plan. As of December 31, 2013, BDCA’s investments, at amortized cost, were $969.2 million. As of September 30, 2013, BDCA had incurred, cumulatively to that date, $9.3 million in offering costs for the sale of its common stock.
American Energy Capital Partners, LP
The American Realty Capital group of companies also has sponsored American Energy Capital Partners, LP, or AEP, a Delaware limited partnership. AEP is American Realty Capital’s first oil and gas limited partnership and was organized on October 30, 2013. AEP was formed to acquire, develop, operate, produce and sell working and other interests in producing and non-producing oil and natural gas properties located onshore in the United States. AEP filed a registration statement with the SEC on December 13, 2013 which has yet to be declared effective. As of December 31, 2013, AEP had received an initial capital contribution of $1,000 and had raised no gross proceeds from its initial public offering. As of December 31, 2013, AEP had made no investments. As of December 31, 2013, AEP had yet to incur any offering costs for the sale of its limited partner interests.”
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. 3 as Appendix C-1. The revised form of subscription agreement supersedes and replaces the form of subscription agreement contained in the Prospectus.
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. 3 as Appendix C-2. The revised form of multi-offering subscription agreement supersedes and replaces the form of multi-offering subscription agreement contained in the Prospectus.
C-1-1
C-1-2
C-1-3
C-1-4
C-1-5
C-1-6
C-1-7
C-1-8
APPENDIX C-2
C-2-1
C-2-2
C-2-3
C-2-4
C-2-5
C-2-6
C-2-7
C-2-8
C-2-9
C-2-10
C-2-11
C-2-12
C-2-13
C-2-14
C-2-15
C-2-16