Healthcare Trust (HTIBP) POS AM Prospectus update (post-effective amendment)

As filed with the Securities and Exchange Commission on April 17, 2013

Registration No. 333-184677

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

PRE-EFFECTIVE AMENDMENT NO. 1 TO
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

 

AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC.

(Exact Name of Registrant as Specified in Governing Instruments)

405 Park Avenue, 15^th Floor
New York, New York 10022
(212) 415-6500

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

 

Nicholas S. Schorsch
AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC.
405 Park Avenue, 15^th Floor
New York, New York 10022
(212) 415-6500

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

 

With a Copy to:
Peter M. Fass, Esq.
PROSKAUER ROSE LLP
Eleven Times Square
New York,
New York 10036-8299
Tel: (212) 969-3000
Fax: (212) 969-2900

 

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this Registration Statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero	Accelerated filero
Non-accelerated filerx (Do not check if a smaller reporting company)	Smaller reporting companyo

The registrant hereby amends this post-effective amendment to the above referenced registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

This Post-Effective Amendment No. 1 consists of the following:

• Supplement No. 2, dated April 17, 2013, included herewith, which will be delivered as an unattached document along with the Prospectus;

• Registrant’s Prospectus, dated February 14, 2013, filed pursuant to Rule 424(b)(3) and all supplements to that Prospectus;

• Part II to this Post-Effective Amendment No. 1, included herewith; and

• Signatures, included herewith.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC.
SUPPLEMENT NO. 2, DATED APRIL 17, 2013,
TO THE PROSPECTUS, DATED FEBRUARY 14, 2013

This prospectus supplement, or this Supplement No. 2, is part of the prospectus of American Realty Capital Healthcare Trust II, Inc., or the Company, dated February 14, 2013, or the Prospectus, as supplemented by Supplement No. 1, dated April 12, 2013, or Supplement No. 1. This Supplement No. 2 supplements, modifies, supersedes and replaces certain information contained in the Prospectus and Supplement No. 1 and should be read in conjunction with the Prospectus. This Supplement No. 2 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. 2 is to, among other things:

• update the status of our initial public offering, shares currently available for sale and our declaration of distributions;

• disclose changes to investor suitability standards and minimum offering amounts for Alabama, Massachusetts, Pennsylvania, Tennessee, Texas and Washington investors;

• update disclosure relating to our organization and offering expenses;

• update disclosure relating to our transfer agent;

• update our risk factors;

• update disclosure relating to our estimated use of proceeds;

• update disclosure relating to our directors;

• update disclosure relating to the reorganization of the parent of our sponsor;

• update disclosure relating to our potential property investments;

• update disclosure relating to our prior performance;

• update disclosure relating to access to our records;

• update disclosure on how to subscribe;

• update Appendix A — Prior Performance Tables;

• update Appendix B — Distribution Reinvestment Plan;

• replace Appendix C — American Realty Capital Healthcare Trust II, Inc. Subscription Agreement with Appendix C-1 — Subscription Agreement;

• add Appendix C-2 — Multi-Offering Subscription Agreement; and

• update Appendix D — Transfer on Death Designation.

S-1

	Supplement No. 2 Page No.		Prospectus Page No.
Operating Information
Status of the Offering		S-3		N/A
Shares Currently Available for Sale		S-3		N/A
Declaration of Distributions		S-3		N/A
Prospectus Updates
Cover Page		S-4		Cover Page
Investor Suitability Standards		S-4		i, ii, iii
Prospectus Summary		S-5		4, 8, 13, 21-22, 30
Risk Factors		S-9		39
Estimated Use of Proceeds		S-9		76
Management		S-9		82-83, 86-87, 89, 97
Management Compensation		S-13		100, 109-110, 113
Conflicts of Interest		S-13		120
Description of Real Estate Investments		S-14		137
Prior Performance Summary		S-16		149
Summary of our Organizational Documents		S-26		208
Plan of Distribution		S-26		230-231
How to Subscribe		S-26		231
Prior Performance Tables		S-26		A-1
Distribution Reinvestment Plan		S-27		B-1
Subscription Agreements		S-27		C-1-1, C-2-1
Transfer on Death Designation		S-27		D-1
Appendix A — Prior Performance Tables		A-1		A-1
Appendix B — Distribution Reinvestment Plan		B-1		B-1
Appendix C-1 — Subscription Agreement		C-1-27		C-1-1
Appendix C-2 — Multi-Offering Subscription Agreement		C-2-1		C-2-1
Appendix D-1 — Transfer on Death Designation		D-1		D-1

S-2

Status of the Offering

We commenced our reasonable best efforts initial public offering of up to 68.0 million shares of common stock on February 14, 2013 (excluding shares to be issued under the distribution reinvestment plan, or DRIP). On April 12, 2013, 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 its initial investors. Subscriptions from residents of Pennsylvania and Washington will be held in escrow until the Company has received aggregate subscriptions of at least $85.0 million and $10.0 million, respectively.

We will offer shares of our common stock until February 14, 2015, unless the offering is extended in accordance with the Prospectus, provided that the offering will be terminated if all 68.0 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 April 10, 2013, there are 0.1 million shares of our common stock outstanding, including unvested restricted stock. As of April 10, 2013, there are approximately 67.9 million shares of our common stock available for sale, excluding shares available under our DRIP.

Declaration of Distributions

On April 9, 2013, our board of directors authorized, and we declared, a distribution rate which will be calculated based on stockholders of record each day during the applicable period at a rate of $0.00465753425 per day, based on a per share price of $25.00. The distribution will begin to accrue upon the earlier of: (i) June 1, 2013; and (ii) 15 days following our initial property acquisition. The distributions will be payable by the 5^th day following each month end to stockholders of record at the close of business each day during the prior month.

There can be no assurance that any such distribution will be paid to 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.

As of the date hereof, we own no operating property and have no historical operating cash flows. Additionally, our organizational documents permit us to pay distributions from unlimited amounts of any source, and we may use sources other than operating cash flows to fund distributions, including proceeds from this offering, which may reduce the amount of capital we ultimately invest in properties or other permitted investments, and negatively impact the value of your investment.

S-3

PROSPECTUS UPDATES

Cover Page

The paragraph “Pennsylvania Investors” on the cover page of the Prospectus is hereby replaced with the following disclosure.

“PENNSYLVANIA AND WASHINGTON INVESTORS:  The minimum closing amount is $2,000,000. Because the minimum closing amount is less than $170,000,000, you are cautioned to carefully evaluate the program’s ability to fully accomplish its stated objectives and inquire as to the current dollar volume of the program subscriptions. We will not release any proceeds for subscriptions from Pennsylvania investors from escrow until we have $85,000,000 in aggregate subscriptions. Additionally, we will not release any proceeds for subscriptions from Washington investors from escrow until we have raised $10,000,000 in aggregate subscriptions from other jurisdictions.”

Investor Suitability Standards

The fourth paragraph on page i of the Prospectus is hereby replaced with the following disclosure.

“Several states have established suitability requirements that are more stringent than the standards that we have established and described above. Shares in this offering will be sold to investors in these states only if they meet the special suitability standards set forth below. In each case, these special suitability standards exclude from the calculation of net worth or liquid net worth the value of the investor’s home, home furnishings and automobiles.”

The paragraph “Massachusetts, Ohio, Oregon, Pennsylvania and New Mexico” on pages i-ii of the Prospectus is hereby replaced with the following disclosure.

“Massachusetts, Ohio, Oregon 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 us and our affiliates cannot exceed 10% of the Oregon or New Mexico resident’s net worth. A Massachusetts or 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 DRIP feature that reinvests distributions into subsequent affiliated programs.

Pennsylvania

• A Pennsylvania investor’s investment in us cannot exceed 10% of his or her net worth.”

The last sentence of the paragraph “Alabama” on page iii of the Prospectus is hereby replaced with the following disclosure.

“Note that Alabama investors cannot participate in the distribution reinvestment plan feature that reinvests distributions into subsequent affiliated programs or our Automatic Purchase Plan.”

The following disclosure is added immediately following the paragraph “Alabama” on page iii of the Prospectus.

“Tennessee

• A Tennessee resident’s investment must not exceed ten percent (10%) of his or her liquid net worth (exclusive of home, home furnishings and automobiles).

S-4

Texas

• An investor must have had, during the last tax year, or estimate that the investor will have during the current tax year, (a) a minimum net worth of $100,000 and a minimum annual gross income of $100,000, or (b) a minimum net worth of $500,000. The investor’s maximum investment in this offering shall not exceed 10% of the investor’s liquid net worth.”

The paragraph following the paragraph “Alabama” on page iii of the Prospectus is hereby replaced with the following disclosure.

“Because the minimum offering of our common stock is less than $170,000,000, Pennsylvania investors are cautioned to carefully evaluate our ability to fully accomplish our stated objectives and to inquire as to the current dollar volume of our subscription proceeds. Further, the minimum aggregate closing amount for Pennsylvania investors is $85,000,000. Additionally, we will not release proceeds for subscriptions from Washington investors from escrow until we have raised $10,000,000 in aggregate subscriptions from other jurisdictions.”

Prospectus Summary

The second paragraph on page 4 of the Prospectus is hereby replaced with the following disclosure.

“On April 9, 2013, we raised total gross proceeds in the amount of approximately $2.0 million, sufficient to break escrow, broke escrow and issued approximately 88,888 shares of common stock to our initial investors who were admitted as stockholders. However, we will not release from escrow any proceeds received from Pennsylvania or Washington residents unless and until we raise a minimum of $85,000,000 and $10,000,000, respectively, in aggregate gross offering proceeds from all investors pursuant to this offering. Pending a satisfaction of this condition, all subscription payments from Pennsylvania and Washington residents will be placed in an account held by the escrow agent, UMB Bank, in trust for subscribers’ benefit, pending release to us. Any purchase of shares by our sponsor, directors, officers and other affiliates and “Friends” will be included for purposes of determining whether we have reached the minimum of $85,000,000 or $10,000,000 of shares of common stock sold that is required in order to release proceeds received from residents of Pennsylvania or Washington, respectively. Funds in escrow will be invested in short-term investments that mature on or before February 14, 2014, which is one year from the effective date of this offering, or that can be readily sold or otherwise disposed of for cash by this date without any dissipation of the offering proceeds invested.”

S-5

The table and its footnotes on page 8 of the Prospectus regarding the use of proceeds are replaced in their entirety by the following disclosure.

“The table does not give effect to special sales or volume discounts which could reduce selling commissions and many of the figures represent management’s best estimate because they cannot be precisely calculated at this time.

	Minimum Offering (Not Including Distribution Reinvestment Plan)					Maximum Offering (Not Including Distribution Reinvestment Plan)
	Amount		Percent			Amount		Percent
Gross offering proceeds	$	2,000,000		100.0	%	$	1,700,000,000		100.0	%
Less offering expenses:
Selling commissions and dealer manager fee	$	200,000		10.0		$	170,000,000		10.0	(1)
Organization and offering expenses(2)	$	30,000		1.5		$	25,500,000		1.5
Amount available for investment	$	1,770,000		88.5	%	$	1,504,500,000		88.5	%
Acquisition:
Acquisition fees	$	17,700		0.9		$	15,045,000		0.9
Acquisition expenses	$	8,850		0.4		$	7,522,500		0.4
Amount invested in properties(3)	$	1,743,450		87.2	%	$	1,481,932,500		87.2	%

(1) Until such time as we calculate NAV, the per share purchase price for our shares in our primary offering will be up to $25.00 (including the maximum allowed to be charged for commissions and fees, subject to certain discounts as described in the prospectus). In determining the amount of selling commissions and dealer manager fees, we have assumed the sale of 36,000,000 shares at a purchase price of $25.00 per share, and 32,000,000 shares at a NAV price per share of $22.73 (plus applicable commissions and fees).

(2) Based on the experience of our sponsor and its affiliates, we anticipate that organization and offering expenses, excluding selling commissions and the dealer manager fee, will not exceed 1.5% of the gross proceeds from our primary offering. Pursuant to the terms of our advisory agreement, we have agreed to reimburse our advisor and its affiliates for organization and offering expenses up to 2.0% of the gross proceeds from our primary offering.

(3) This table does not give effect to any leverage, the use of which would entitle our advisor or its assignees to a financing coordination fee and, as a result, would decrease the percentage of offering proceeds that would be invested in properties.”

The section “Organization and Offering Expenses” on page 13 of the Prospectus is hereby replaced with the following disclosure.

“Organization and Offering Expenses	We will reimburse our advisor for organization and offering expenses, which may include reimbursements to our advisor for other organization and offering expenses that it incurs for due diligence fees included in detailed and itemized invoices. Based on the experience of our sponsor and its affiliates, we anticipate that organization and offering expenses, excluding selling commissions and the dealer manager fee, will not exceed 1.5% of the gross proceeds from our primary offering. Pursuant to the terms of our advisory agreement, we have agreed to reimburse our advisor up to 2.0% of the gross proceeds from our primary offering.	$30,000/$25,500,000”

S-6

The section “Compensation and Restricted Stock Awards to Independent Directors” on pages 21-22 and 109-110 of the Prospectus is hereby replaced in its entirety with the following disclosure.

“Type of Compensation	Determination of Amount	Recipient(s)	Estimated Amount for Minimum Offering (80,000 shares)/ Maximum Offering (68,000,000 shares)
Compensation and Restricted Stock Awards to Independent Directors	We pay to our lead independent director a retainer of $55,000 per year in addition to the retainer of $30,000 per year that we pay to all of our independent directors, plus $2,000 for each board or board committee meeting the director attends in person ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee), $1,500 for each meeting attended via telephone, and $750 per transaction reviewed and voted upon via electronic board meeting up to a maximum of $2,250 for three or more transactions reviewed and voted upon per meeting. If there is a meeting of the board of directors and one or more committees in a single day, the fees will be limited to $2,500 per day ($3,000 for the chairperson of the audit committee if there is a meeting of such committee). We also will pay each independent director for each external seminar, conference, panel, forum or other industry-related event attended in person and in which the independent director actively participates, solely in his or her capacity as an independent director of the company, in the following amounts:	Our independent directors.	The independent directors, as a group, will receive for a full fiscal year: (i) estimated aggregate compensation of approximately $175,000; and (ii) 3,999 restricted shares of common stock (excluding shares issued upon joining the board of directors).
	$2,500 for each day of an external seminar, conference, panel, forum or other industry-related event that does not exceed four hours, or

S-7

Type of Compensation	Determination of Amount	Recipient(s)	Estimated Amount for Minimum Offering (80,000 shares)/ Maximum Offering (68,000,000 shares)
	$5,000 for each day of an external seminar, conference, panel, forum or other industry-related event that exceeds four hours.
	In either of the above cases, the company will reimburse, to the extent not otherwise reimbursed, an independent director’s reasonable expenses associated with attendance at such external seminar, conference, panel, forum or other industry-related event. An independent director cannot be paid or reimbursed for attendance at a single external seminar, conference, panel, forum or other industry-related event by us and another company for which he or she is a director.
	Each independent director also is entitled to receive an award of 1,333 restricted shares of common stock under our employee and director incentive restricted share plan when he or she joins the board of directors and on the date of each annual stockholder’s meeting thereafter. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20% per annum.”

The section “Who is the transfer agent?” on page 30 of the Prospectus is hereby replaced with the following disclosure.

“Who is the transfer agent?

The name and address of our affiliated transfer agent is as follows:

American National Stock Transfer, LLC
405 Park Avenue, 12^th Floor
New York, NY 10022
Phone: (877) 373-2522
Facsimile: (646) 861-7793

American National Stock Transfer, LLC, or our transfer agent, will provide customer service to subscribers and will supervise third party vendors, including DST Systems, Inc., in its execution of your subscription agreement and other administrative forms. Our transfer agent is owned by an entity which is under common control with our sponsor. For more detail about our transfer agent, see “Management — Affiliated Companies — Transfer Agent.””

S-8

Risk Factors

The following risk factor is hereby inserted immediately following the risk factor “We will compete for investors with other programs of our sponsor, which could adversely affect the amount of capital we have to invest” on page 39 of the Prospectus.

“American National Stock Transfer, LLC, our affiliated transfer agent, has a limited operating history and a failure by our transfer agent to perform its functions for us effectively may adversely affect our operations.

Our transfer agent is a related party which was recently launched as a new business. The business was formed on November 2, 2012 and has not had any significant operations to date. As of March 1, 2013, our transfer agent began providing certain transfer agency services for programs sponsored directly or indirectly by AR Capital, LLC. Because of its limited experience, there is no assurance that our transfer agent will be able to effectively provide transfer agency and registrar services to us. Furthermore, our transfer agent will be responsible for supervising third party service providers who may, at times, be responsible for executing certain transfer agency and registrar services. If our transfer agent fails to perform its functions for us effectively, our operations may be adversely affected.”

Estimated Use of Proceeds

The last sentence of footnote (2) to the “Estimated Use of Proceeds” table on page 76 of the Prospectus is hereby replaced with the following disclosure.

“Based on the experience of our sponsor and its affiliates, we anticipate that organization and offering expenses, excluding selling commissions and the dealer manager fee, will not exceed 1.5% of the gross proceeds from our primary offering. Our advisor will not be reimbursed for the direct payment of such organization and offering expenses that exceed 2.0% of the aggregate gross proceeds of this offering over the life of the offering, which may include reimbursements to be paid to the dealer manager and soliciting dealers for due diligence fees included in a detailed and itemized invoice.”

Management

The sections “Committees of the Board of Directors” and “Audit Committee” on pages 82-83 of the Prospectus are hereby replaced with the following disclosure.

“Lead Independent Director

Our board of directors has appointed a lead independent director to provide an additional measure of balance, ensure the board’s independence, and enhance the board’s ability to fulfill its management oversight responsibilities. David Gong, the chairman of the audit committee, currently serves as our lead independent director. Our lead independent director chairs meetings or executive sessions of the independent directors, reviews and comments on board of directors’ meeting agendas, represents the views of the independent directors to management, facilitates communication among the independent directors and between management and the independent directors, acts as a liaison with service providers, officers, attorneys, and other directors generally between meetings, serves as a representative and speaks on behalf of the company at external seminars, conferences, in the media and otherwise and otherwise assumes such responsibilities as may be assigned to him by the board.

Our management believes that having a combined chairman and chief executive officer, coupled with a majority of independent, experienced directors, including a lead independent director with specified responsibilities on behalf of the board, provides the right leadership structure for the company and is best for the company and its stockholders at this time.

Committees of the Board of Directors

Our entire board of directors considers all major decisions concerning our business, including property acquisitions. However, our charter and bylaws provide that our board may establish such committees as the board of directors believes appropriate. The board of directors will appoint the members of the committee in the board’s discretion. Our charter and bylaws require that a majority of the members of each committee of our board be independent directors.

S-9

Audit Committee

Our board of directors has established an audit committee, which consists of our three independent directors. The audit committee, by approval of at least a majority of the members, selects the independent registered public accounting firm to audit our annual financial statements, reviews with the independent registered public accounting firm the plans and results of the audit engagement, approves the audit and non-audit services provided by the independent registered public accounting firm, reviews the independence of the independent registered public accounting firm, considers the range of audit and non-audit fees and reviews the adequacy of our internal accounting controls. Our lead independent director, David Gong, is our audit committee financial expert. Our board of directors has adopted a charter for the audit committee that sets forth its specific functions and responsibilities.”

The table under the section “Executive Officers and Directors” on page 83 of the Prospectus is hereby replaced with the following disclosure.

“We have provided below certain information about our executive officers and directors. The primary function of our executive officers is to oversee the advisor, who will provide the day-to-day services for, and operations of, the company.

Name	Age	Position(s)
Thomas P. D’Arcy	52	Chief Executive Officer
Edward M. Weil, Jr.	46	President, Chief Operating Officer, Treasurer and Secretary
W. Todd Jensen	46	Executive Vice President and Chief Investment Officer
Peter M. Budko	53	Executive Vice President
Brian S. Block	41	Executive Vice President and Chief Financial Officer
Nicholas S. Schorsch	52	Chairman of the Board of Directors
William M. Kahane	64	Director
David Gong	63	Lead Independent Director
Elizabeth K. Tuppeny	52	Independent Director
Dr. Robert J. Froehlich	59	Independent Director”

The following disclosure is added immediately before Elizabeth K. Tuppeny’s biography on page 86 of the Prospectus.

“William M. Kahane was appointed as a director in March 2013. Mr. Kahane has been active in the structuring and financial management of commercial real estate investments for over 35 years. Mr. Kahane served as an executive officer of ARCT, the ARCT advisor and the ARCT property manager from their formation in August 2007 until the close of ARCT’s merger with Realty Income Corporation in January 2013. He also served as a director of ARCT from August 2007 until January 2013. Mr. Kahane has served as a director of ARC RCA since its formation in July 2010. He also had served as an executive officer of ARC RCA and the ARC RCA advisor from their formation in July 2010 and May 2010, respectively, until March 2012. Mr. Kahane also has been a director of PE-ARC and the president, chief operating officer and treasurer of the PE-ARC advisor since their formation in December 2009. Mr. Kahane has served as a director of NYRR since its formation in October 2009 and had served as an executive officer of NYRR from October 2009 until March 2012 and as an executive officer of the NYRR advisor and property manager from their formation in November 2009 until March 2012. Mr. Kahane served as a director of ARC DNAV and an executive officer of ARC DNAV, the ARC DNAV advisor and the ARC DNAV property manager from their formation in September 2010 until March 2012. Mr. Kahane served as an executive officer of ARCT III from October 2010 until April 2012 and as an executive officer of the ARCT III advisor and the ARCT III property manager from their formation in October 2010 until April 2012. Mr. Kahane has served as a director of ARC HT since its formation in August 2010 and as president and chief operating officer of ARC HT, the ARC HT advisor and the ARC HT property manager from August 2010 until March 2012. Mr. Kahane served as a director and executive officer of ARCP and as an executive officer of the ARCP advisor from their formation in December 2010 and November 2010, respectively, until March 2012. Mr. Kahane also has been an interested director of BDCA since its formation in May 2010 and, until March 2012, was the president of BDCA. Mr. Kahane also served as president and chief operating officer of the BDCA advisor from its

S-10

formation in June 2010 until March 2012. Mr. Kahane has served as a member of the investment committee of Aetos Capital Asia Advisors, a $3 billion series of opportunistic funds focusing on assets primarily in Japan and China, since 2008.

Mr. Kahane began his career as a real estate lawyer practicing in the public and private sectors from 1974 – 1979. From 1981 – 1992, Mr. Kahane worked at Morgan Stanley & Co., specializing in real estate, becoming a managing director in 1989. In 1992, Mr. Kahane left Morgan Stanley to establish a real estate advisory and asset sales business known as Milestone Partners which continues to operate and of which Mr. Kahane is currently the chairman. Mr. Kahane served as a trustee at AFRT (April 2003 to August 2006), during which time Mr. Kahane served as chairman of the finance committee of AFRT’s board of trustees. Mr. Kahane has been a managing director of GF Capital Management & Advisors LLC, or GF Capital, a New York-based merchant banking firm, where he has directed the firm’s real estate investments since 2001. GF Capital offers comprehensive wealth management services through its subsidiary TAG Associates LLC, a leading multi-client family office and portfolio management services company with approximately $5 billion of assets under management. Mr. Kahane also was on the board of directors of Catellus Development Corp., a NYSE growth-oriented real estate development company, where he served as chairman. Mr. Kahane received a B.A. from Occidental College, a J.D. from the University of California, Los Angeles Law School and an MBA from Stanford University’s Graduate School of Business. We believe that Mr. Kahane’s current experience as a director of ARC RCA, BDCA, NYRR, ARC HT and PE-ARC, his prior experience as an executive officer and director of ARC DNAV, ARCT III, ARCP and ARCT, his prior experience as chairman of the board of Catellus Development Corp. and his significant investment banking experience in real estate, make him well qualified to serve as a member of our board of directors.

David Gong was appointed as lead independent director of our company in March 2013. He also has served as an independent director of ARCT III from January 2011 until the close of its merger with ARCP in February 2013 and as an independent director of ARCP from July 2011 until October 2012. Mr. Gong has also served as an independent director of ARC RCA since July 2011 and as an independent director of ARCT V since January 2013. Mr. Gong has over 25 years of experience in global asset management. From August 2004 to February 2005, Mr. Gong served as a consultant to AFRT. During such time, he sourced and structured, from a tax and legal perspective, potential bank branch acquisitions in Asia. From August 2002 to July 2004, Mr. Gong served as the managing director of Ankar Capital Management, a New York based investment advisory firm. While at Ankar, Mr. Gong managed the firm’s private equity group in the Singapore office. From February 1990 to January 2001, Mr. Gong served as a senior partner and international portfolio manager at Ardsley Partners, also New York based investment advisory firm, where he managed several emerging market hedge funds, including the Ardsley Pacific Fund. From September 1981 to January 1990, Mr. Gong served as an equity portfolio manager at T. Rowe Price where he also assisted in the establishment of the firm’s Hong Kong office. Mr. Gong has served as a director of Helios Capital LLC’s Helios Strategic Fund since its inception in January 2005. He previously served as a director of Alliance Capital Management, LLC’s Turkish Growth Fund from October 1993 to December 2000 and India Liberalization Fund from December 1993 to December 2003. Mr. Gong received a B.A. from the University of California, Berkeley, a J.D. from the University of California, Davis where he earned Order of the Coif honors and an M.B.A. from Stanford University’s Graduate School of Business. We believe that Mr. Gong’s current experience as a director of ARC RCA and ARCT V, his prior experience as a director of ARCP and ARCT III, his extensive experience in global asset management, his experience in sourcing and structuring potential bank branch acquisitions in Asia for AFRT, and his educational background, make him well qualified to serve as a member of our Board of Directors.”

Elizabeth K. Tuppeny’s biography on pages 86-87 of the Prospectus is hereby replaced with the following disclosure.

“Elizabeth K. Tuppenywas appointed as an independent director of our company in January 2013. Ms. Tuppeny has also served as an independent director of ARCT IV since May 2012 and as an independent director of ARC RFT since January 2013. Ms. Tuppeny has been the chief executive officer and founder of Domus, Inc., a full-service marketing communications agency since 1993. Domus, Inc.’s largest client is Merck & Co. and Ms. Tuppeny advises Merck & Co. with respect to communications related to their healthcare-related real estate acquisitions. Ms. Tuppeny has 30 years of experience in the branding and advertising industries, with a focus on Fortune 50 companies. Ms. Tuppeny also founded EKT Development,

S-11

LLC to pursue entertainment projects in publishing, feature film and education video games. Prior to founding Domus, Ms. Tuppeny was executive vice president, business development at Earle Palmer Brown from 1992 – 1993. From 1984 – 1993, Ms. Tuppeny worked at Weightman Advertising, where she became senior vice president. From 1982 – 1984, Ms. Tuppeny was an account executive at The Marketing Group. Ms. Tuppeny served on the board of directors and executive committee of the Philadelphia Industrial Development Council, or PIDC, for three-plus years where she helped to plan and implement real estate transactions that helped to attract jobs to Philadelphia. As a board member of the PIDC, Ms. Tuppeny was responsible for evaluating and approving commercial and residential real estate business development applications for financing and tax abatement for for-profit and non-profit companies. During her tenure on the PIDC, Ms. Tuppeny approved over 500 real estate development applications including the funding for the Wistar Institute’s biotech and cancer research facility, the Thomas Jefferson University Hospital, a 1.2 million square foot distribution center for Teva Pharmaceuticals Industries Ltd., the Hospital of the University of Pennsylvania/Children’s Hospital of Philadelphia expansion and the Philadelphia State Hospital at Byberry. Ms. Tuppeny has served on the boards of directors and advisory committees for the Arthur Ashe Foundation, Avenue of the Arts, Drexel Medical School, Philadelphia Hospitality Cabinet, Pennsylvania Commission for Women, Penn Relays and the Police Athletic League. Ms. Tuppeny was the recipient of the national Stevie Award as the nation’s top woman entrepreneur in 2004 and was named as a “Top Woman in Philadelphia Business” in 1996, one of the “Top 50 Women in Pennsylvania” in 2004 and as the “Businessperson of the Year” in 2003 by the Greater Philadelphia Chamber of Commerce. Ms. Tuppeny has taught at New York University, University of Pennsylvania and Temple University, and received her undergraduate degree from the University of Pennsylvania, Annenberg School of Communications. We believe that Ms. Tuppeny’s current experience as an independent director of ARCT IV and ARC RFT, as chief executive officer and founder of Domus, Inc. and in evaluating healthcare-related real estate business development applications, makes her well qualified to serve on our board of directors.”

The first paragraph under the column “Fees Earned or Paid in Cash ($)” on page 89 of the Prospectus is hereby replaced with the following disclosure.

“Additional yearly retainer of $55,000 for the lead independent director and $30,000 for each independent director annually; $2,000 for all meetings personally attended by the directors and $1,500 for each meeting attended via telephone; $750 per transaction reviewed and voted upon via electronic board meeting up to a maximum of $2,250 for three or more transactions reviewed and voted upon per meeting.⁽¹⁾”

The following disclosure is added immediately prior to the section “Investment Decisions” on page 97 of the Prospectus.

“Transfer Agent

Our transfer agent is owned by an entity which is under common control with the parent of our sponsor. While our transfer agent will not process your subscription agreement or certain forms directly, our transfer agent will provide customer service to you. Additionally, our transfer agent will supervise third party vendors, including DST Systems, Inc., in its efforts to administer certain services. Our transfer agent, through its knowledge and understanding of the direct participation program industry which includes non-traded REITs, is particularly suited to provide us with transfer agency and registrar services. Our transfer agent will conduct transfer agency, registrar and supervisory services for us and other non-traded REITs and direct investment programs, including those directly and indirectly sponsored by the parent of by our sponsor.”

S-12

Management Compensation

The section “Organization and Offering Expenses” on page 100 of the Prospectus is hereby replaced with the following disclosure.

“Organization and Offering Expenses(2)	We will reimburse our advisor for organization and offering expenses, which may include reimbursements to our advisor for other organization and offering expenses that it incurs for due diligence fees included in detailed and itemized invoices. Based on the experience of our sponsor and its affiliates, we anticipate that organization and offering expenses, excluding selling commissions and the dealer manager fee, will not exceed 1.5% of the gross proceeds from our primary offering. Pursuant to the terms of our advisory agreement, we have agreed to reimburse our advisor up to 2.0% of the gross proceeds from our primary offering.	$30,000/$25,500,000”

The last sentence of footnote (2) to the “Management Compensation” table on page 113 of the Prospectus is hereby replaced with the following disclosure.

“Based on the experience of our sponsor and its affiliates, we anticipate that organization and offering expenses, excluding selling commissions and the dealer manager fee, will not exceed 1.5% of the gross proceeds from our primary offering. Our advisor will not be reimbursed for the direct payment of such organization and offering expenses that exceed 2.0% of the aggregate gross proceeds of this offering, which may include reimbursements to our advisor for due diligence fees included in a detailed and itemized invoice.”

Conflicts of Interest

The following disclosure is hereby added as the first, second and third full paragraphs on page 120 of the Prospectus.

“Additionally, our transfer agent is owned by an entity which is under common control with the parent of our sponsor. Our transfer agent will conduct transfer agency, registrar and supervisory services for us and other non-traded REITs and direct investment programs, including those sponsored by the parent of our sponsor.

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 parent or direct sponsor of the remaining investment programs previously sponsored by RCAP Holdings, LLC. Our dealer manager and transfer agents are subsidiaries of RCAP Holdings, LLC, which is under common control 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.

Additionally, in connection with the reorganization, the new AR Capital, LLC entered into a services agreement with RCS Advisory Services, LLC, a subsidiary of RCAP Holdings, 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, transaction management, 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.”

S-13

The following disclosure is hereby inserted before the paragraph “Certain Conflict Resolution Procedures'' on page 125 of the Prospectus.

Investment Rights and Obligations

“Our ability to make investments in our target assets is governed by an investment opportunity allocation agreement with ARC HT and us, or the ARC Funds. Pursuant to the investment opportunity allocation agreement, until such time as ARC HT has substantially completed its property acquisitions, ARC HT will have priority over us as to any potential healthcare related real estate acquisition, except as may otherwise be agreed upon between the board of directors of both ARC Funds. After such time as ARC HT has substantially completed its property acquisitions, if any ARC Fund advisor determines that one or more proposed property acquisitions is appropriate for its ARC Fund, and assuming each ARC Fund has sufficient capital to support such proposed property acquisition, such proposed property acquisition will be presented to our board of directors and the board of directors of ARC HT for a vote on whether to pursue such proposed property acquisition. If the board of directors of more than one ARC Fund approves to pursue such proposed property acquisition, then the acquisitions of such properties will be subject to rotation among the ARC Funds, depending on whether the ARC Funds have sufficient capital to acquire all or some of the proposed property acquisitions and which ARC Fund most recently made a property acquisition.

The investment objectives of both ARC Funds is to acquire a diversified portfolio of healthcare-related assets including medical office buildings, seniors housing and other healthcare-related facilities that generate sustainable growth in cash flow from operations to pay monthly cash distributions. For this reason, we are a party to this investment opportunity allocation agreement. Notwithstanding the foregoing, any priority to proposed property acquisitions will be lifted in cases in which a proposed property acquisition would overly concentrate us or ARC HT in a particular industry, geographical region or tenant.”

Description of Real Estate Investments

The following disclosure is hereby added as a new section immediately prior to “Selected Financial Data” on page 133 of the Prospectus.

“Description of Real Estate Investments

Potential Property Investments

On April 9, 2013, our board of directors approved the following property acquisition. Although we believe that the acquisition of the property is probable, there can be no assurance that the acquisition will be consummated.

Fresenius Dialysis Center

We, through our sponsor, have entered into arrangements to acquire the fee simple interest in a Fresenius dialysis center located in Winfield, Alabama.

Our obligation to close upon the acquisition is subject to the satisfactory completion of a due diligence review of the property, among other conditions. Our arrangements contain customary representations and warranties by the seller.

Capitalization

The purchase price of the property is $1.9 million at a capitalization rate of 7.81% (calculated by dividing annualized rental income on a straight-line basis less estimated property operating costs by the purchase price). We intend to fund 100% of the purchase price with proceeds from this offering.

Major Tenants/Lease Expiration

The property will be 100% leased to Fresenius Medical Care and the lease is guaranteed by the tenant’s parent, Fresenius Medical Care Holdings, Inc. The original lease, which commenced in March 2008, has a 15 year term and has approximately 10 years remaining, ending in February 2023. The lease will be net whereby we, as landlord, are responsible for maintaining the roof and structure of the building and the tenant is

S-14

required to pay substantially all other operating expenses, in addition to base rent. The lease contains 10% rental escalations every five years and three five-year renewal options. The average annual rent for the initial lease term will be approximately $150,000.

The occupancy rate and the average effective annual rent per square foot as of December 31 for each of the last five years will be available upon the closing of the acquisition of the property.

Other

We believe the property is suitable and adequate for its uses.

We do not have any scheduled capital improvements.

We intend to adequately insure the property.

The annual real estate taxes payable on the building for the calendar year 2013 are unknown at the present time. Such real estate taxes are required to be paid directly by the tenant under the terms of the lease.

The tenant is a German-based holding and kidney dialysis company, operating in the fields of dialysis products and dialysis services. Its dialysis business is vertically integrated, providing dialysis treatment at its own dialysis clinics and supplying these clinics with a range of products. In addition, the tenant sells dialysis products to other dialysis service providers. The tenant operates in two business segments: North America; and International.

We believe that Fresenius Dialysis Center is well-located with acceptable roadway access and is well maintained. Fresenius Dialysis Center will be subject to competition from similar properties within each respective market area, and the economic performance of the center could be affected by changes in local economic conditions or losses of contracts to major insurance companies reducing the in-network patient base. We did not consider any other factors material or relevant to the decision to acquire Fresenius Dialysis Center, 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. There are no current plans for capital improvements at Fresenius Dialysis Center.

Set forth below are summary financial statements of the parent of the guarantor to the lessee of the property described above. Fresenius Medical Care AG & Co. KGaA, or Fresenius, currently files its financial statements in reports filed with the SEC, and the following summary financial data regarding Fresenius are taken from such filings:

	Year Ended
(Amounts in Thousands)	December 31, 2012		December 31, 2011		December 31, 2010
Consolidated Condensed Statements of Income
Net revenue	$	13,800,282	$	12,570,515	$	11,844,194
Operating income		2,218,573		2,074,892		1,923,805
Net income		1,186,809		1,071,154		987,517

(Amounts in Thousands)	December 31, 2012		December 31, 2011		December 31, 2010
Consolidated Condensed Balance Sheets
Total assets	$	22,325,998	$	19,532,850	$	17,094,661
Long-term obligations		7,841,914		5,494,810		4,309,676
Total liabilities		12,595,478		11,061,342		9,291,041
Total shareholders’ equity		9,207,260		8,061,017		7,523,911”

Prior Performance Summary

The section “Prior Performance Summary” on pages 155-165 of the Prospectus is hereby replaced with the following disclosure.

S-15

“PRIOR PERFORMANCE SUMMARY

Prior Investment Programs

The information presented in this section represents the historical experience of the real estate programs managed or sponsored over the last ten years by Messrs. Schorsch and Kahane. In connection with ARCT’s internalization and listing on The NASDAQ Global Select Market in March 2012, Mr. Kahane has resigned from the various officer positions he held with the sponsor and its affiliates. Investors should not assume that they will experience returns, if any, comparable to those experienced by investors in such prior real estate programs. The prior performance of real estate investment programs sponsored by affiliates of Messrs. Schorsch and Kahane and our advisor may not be indicative of our future results. For an additional description of this risk, see “Risk Factors — Risks Related to an Investment in American Realty Capital Healthcare Trust II, Inc. — We are a company with a limited operating history, which makes our future performance difficult to predict.” The information summarized below is current as of December 31, 2012 (unless specifically stated otherwise) and is set forth in greater detail in the Prior Performance Tables included in this prospectus. In addition, we will provide upon request to us and without charge, a copy of the most recent Annual Report on Form 10-K filed with the SEC by any public program within the last 24 months, and for a reasonable fee, a copy of the exhibits filed with such report.

We intend to conduct this offering in conjunction with future offerings by one or more public and private real estate entities sponsored by American Realty Capital and its affiliates. To the extent that such entities have the same or similar investment strategies or objectives as ours, such entities may be in competition with us for the investments we make. See the section entitled “Conflicts of Interest” in this prospectus for additional information.

Summary Information

During the period from August 2007 (inception of the first program) to December 31, 2012, affiliates of our advisor have sponsored ten public programs, all of which had raised funds as of December 31, 2012 and five non-public programs. From August 2007 (inception of the first public program) to December 31, 2012, our public programs, which include ARCT, NYRR, PE-ARC, ARC HT, ARC RCA, ARC DNAV, ARCT III, ARCP, ARC Global and ARCT IV and the programs consolidated into ARCT, which were ARC Income Properties II and all of the Section 1031 Exchange Programs described below, had raised $4.7 billion from 70,663 investors in public offerings and an additional $37.5 million from 205 investors in a private offering by ARC Income Properties II and 45 investors in private offerings by the Section 1031 Exchange Programs. The public programs purchased 1,321 properties with an aggregate purchase price of $5.5 billion, including acquisition fees, in 49 states and U.S. territories and one property in the United Kingdom. The investment objectives of each of these public programs are substantially identical to our investment objectives of (1) paying attractive and stable cash distributions, (2) preserving and returning stockholders’ capital contributions and (3) realizing appreciation in the value of our investments.

The following table details the percentage of properties located in the following U.S. states as well as the United Kingdom. The investment objectives of each of these public programs are substantially identical to our investment objectives of (1) paying attractive and stable cash distributions, (2) preserving and returning stockholders’ capital contributions and (3) realizing appreciation in the value of our investments. Based on purchase price:

State/Possession	Purchase Price
Alabama		1.7	%
Arizona		2.0	%
Arkansas		1.2	%
California		4.2	%
Colorado		1.2	%
Connecticut		0.4	%
Delaware		0.1	%
Florida		2.9	%
Georgia		4.5%

S-16

State/Possession	Purchase Price
Idaho		0.2	%
Illinois		9.2	%
Indiana		2.8	%
Iowa		1.4	%
Kansas		1.9	%
Kentucky		2.1	%
Louisiana		1.2	%
Maine		0.2	%
Maryland		1.2	%
Massachusetts		1.2	%
Michigan		3.7	%
Minnesota		1.0	%
Mississippi		1.9	%
Missouri		4.2	%
Montana		0.2	%
Nebraska		0.6	%
Nevada		1.6	%
New Hampshire		0.5	%
New Jersey		1.4	%
New Mexico		0.1	%
New York		13.7	%
North Carolina		2.9	%
North Dakota		0.2	%
Ohio		5.1	%
Oklahoma		0.7	%
Oregon		0.2	%
Pennsylvania		4.6	%
Puerto Rico		0.2	%
Rhode Island		0.3	%
South Carolina		2.3	%
South Dakota		0.1	%
Tennessee		1.1	%
Texas		8.8	%
United Kingdom		0.0	%
Utah		0.6	%
Vermont		0.3	%
Virginia		1.0	%
Washington		0.8	%
West Virginia		0.6	%
Wisconsin		1.9	%
Wyoming		0.1	%
		100.0	%

S-17

The properties are used by our tenants in the following industries based on purchase price:

Industry	Purchase Price
Aerospace		0.9	%
Auto Retail		1.5	%
Auto Services		1.6	%
Consumer Goods		0.7	%
Consumer Products		6.7	%
Discount Retail		7.4	%
Financial Services		0.5	%
Freight		10.6	%
Gas/Convenience		2.4	%
Government Services		2.7	%
Healthcare		16.7	%
Home Maintenance		1.5	%
Insurance		2.7	%
Manufacturing		2.2	%
Office		2.1	%
Parking		0.1	%
Pharmacy		10.9	%
Residential		0.6	%
Restaurant		2.8	%
Retail		11.2	%
Retail Banking		7.7	%
Specialty Retail		4.5	%
Storage Facility		0.1	%
Supermarket		1.1	%
Technology		0.6	%
Telecommunications		0.2	%
		100.0	%

S-18

The purchased properties were 26.7% new and 73.3% used, based on purchase price. None of the purchased properties were construction properties. As of December 31, 2012, two properties had been sold. The acquired properties were purchased with a combination of proceeds from the issuance of common stock, the issuance of convertible preferred stock, mortgage notes payable, short-term notes payable, revolving lines of credit, long-term notes payable issued in private placements and joint venture arrangements.

During the period from June 2008 (inception of the first non-public program) to December 31, 2012, our non-public programs, which were ARC Income Properties, ARC Income Properties II, ARC Income Properties III, ARC Income Properties IV and ARC Growth Fund, LLC, had raised $54.4 million from 694 investors. The non-public programs purchased 171 properties with an aggregate purchase price of $247.9 million including acquisition fees, in 18 states.

The following table details the percentage of properties by state based on purchase price:

State location	Purchase Price %
Alabama		0.1	%
Connecticut		0.6	%
Delaware		4.8	%
Florida		11.0	%
Georgia		3.5	%
Illinois		6.6	%
Louisiana		2.3	%
Michigan		11.5	%
North Carolina		0.1	%
New Hampshire		0.5	%
New Jersey		13.0	%
New York		9.7	%
Ohio		10.3	%
Pennsylvania		9.5	%
South Carolina		8.4	%
Texas		5.0	%
Virginia		1.2	%
Vermont		2.2	%
		100.0	%

The properties are all commercial single tenant facilities with 81.0% retail banking and 10.5% retail distribution facilities and 8.6% specialty retail. The purchased properties were 11.0% new and 89.0% used, based on purchase price. None of the purchased properties were construction properties. As of December 31, 2012, 53 properties had been sold. The acquired properties were purchased with a combination of equity investments, mortgage notes payable and long-term notes payable issued in private placements.

The investment objectives of these programs are different from our investment objectives, which aim to acquire medical office buildings, senior housing and other healthcare-related facilities.

For a more detailed description, please see Table VI in Part II of the registration statement of which this prospectus is a part. In addition, we will provide upon request to us and without charge, the more detailed information in Part II.

Programs of Our Sponsor

American Realty Capital Trust, Inc.

American Realty Capital Trust, Inc., or ARCT, incorporated on August 17, 2007, is 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

S-19

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, the ARCT listed its common stock on The NASDAQ Global Select Market under the symbol “ARCT”, or the Listing. In connection with the Listing, the 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 March 31, 2013, NYRR had received aggregate gross proceeds of $261.3 million which includes the sale of 25.9 million shares in its public offering and $5.2 million from its distribution reinvestment plan. As of March 31, 2013, there were 28.5 million shares of NYRR common stock outstanding, including restricted stock, converted preferred shares, and shares issued under its distribution reinvestment plan. As of March 31, 2013, NYRR had total real estate investments, at cost, of $462.7 million, comprised of 17 properties. As of December 31, 2012, NYRR had incurred, cumulatively to that date, $25.7 million in selling commissions, dealer manager fees and offering costs for the sale of its common stock and $9.1 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 March 31, 2013, PE-ARC had received aggregate gross offering proceeds of $222.7 million which includes the sale of 22.5 million shares of common stock in its public offering and $2.5 million from its distribution reinvestment program. As of March 31, 2013 PE-ARC had acquired 37 properties, 20 of which are held through a 54% owned joint venture, and had total approximate real estate investments at cost of $469.6 million. As of December 31, 2012, PE-ARC had

S-20

incurred, cumulatively to that date, $18.9 million in offering costs for the sale of its common stock and $6.2 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 March 31, 2013, ARC HT had received aggregate gross offering proceeds of $1.1 billion which includes the sale of 113.3 million shares in its public offering and $11.7 million from its distribution reinvestment plan. As of March 31, 2013, ARC HT had acquired 58 commercial properties, for a purchase price of $736.6 million. As of December 31, 2012, ARC HT had incurred, cumulatively to that date, $76.3 million in offering costs for the sale of its common stock and $12.8 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 March 31, 2013, ARC RCA had received aggregate gross proceeds of $13.0 million which includes the sale of 1.3 million shares in its public offering and $0.1 million from its distribution reinvestment plan. As of March 31, 2013, ARC RCA acquired two properties for a purchase price of $54.2 million. As of December 31, 2012, ARC RCA has incurred, cumulatively to that date, $6.6 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 March 31, 2013, ARC DNAV had received aggregate gross proceeds of $10.8 million which includes the sale of 1.1 million shares in its public offering and $0.1 million from its distribution reinvestment plan. As of March 31, 2013, ARC DNAV had acquired nine properties with total real estate investments, at cost, of $28.5 million. As of December 31, 2012, ARC DNAV had incurred, cumulatively to that date, $3.9 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

S-21

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 Plan 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 issued 61,000 shares of common stock. In aggregate, ARCP has received $146.5 million of proceeds from the sale of common and convertible preferred stock. 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 has been 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. 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 pursuant to terms of the Agreement and Plan of Merger their respective cash or stock consideration from ARCP, as elected. As of March 31, 2013, including the properties purchased by ARCT III, ARCP owned, 702 single tenant freestanding properties and real estate investments, at a purchase price of $2.1 billion. On April 16, 2013, the closing price per share of common stock of ARCP was $16.43.

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 March 31, 2013, ARC Global received aggregate gross proceeds of $9.9 million which includes the sale of 1.0 million shares in its public offering and approximately $3,000 from its distribution reinvestment plan. As of March 31, 2013, ARC Global had acquired one property with a base purchase price of $2.6 million. As of December 31, 2012, ARC Global had incurred, cumulatively to that date, $2.6 million in offering costs for the sale of its common stock and $0.2 million for acquisition costs related to its property acquisition.

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 March 31, 2013, ARCT IV received aggregate gross proceeds of $1.5 billion which includes the sale of 62.4 million shares in its public offering and $3.0 million under its distribution reinvestment plan. As of March 31, 2013, ARCT IV owned 113 freestanding properties at a purchase price of $226.1 million. As of December 31, 2012, ARCT IV had incurred, cumulatively to that date, $36.8 million in offering costs for the sale of its common stock and $2.3 million for acquisition costs related to its portfolio of properties.

S-22

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 March 31, 2013, ARC RFT received aggregate gross proceeds of $0.2 million from the sale of 8,888 shares in a private placement. As of March 31, 2013, ARC RFT has not made any investments. As of December 31, 2012, ARC RFT had incurred, cumulatively to that date, $0.9 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, and became effective on April 4, 2013. As of March 31, 2013, ARCT V received aggregate gross proceeds of $0.2 million from the sale of 8,888 shares in a private placement. As of March 31, 2013, ARCT V has yet to make any investments. As of January 31, 2013, ARCT V had incurred, cumulatively to that date, $0.2 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 March 31, 2013, BDCA had raised gross proceeds of $231.0 million which includes the sale of 22.0 million shares in its public offering and $3.1 million from its distribution reinvestment program. As of March 31, 2013, BDCA’s investments, at original cost, were $314.4 million. As of December 31, 2012, BDCA had incurred, cumulatively to that date, $2.0 million in offering costs for the sale of its common stock.

Liquidity of Public Programs

FINRA Rule 2310(b)(3)(D) requires that we disclose the liquidity of prior public programs sponsored by American Realty Capital, our sponsor, which for this purpose excludes ARCP, a REIT that is and always has been listed on a national securities exchange, commencing with the NASDAQ Capital Market and, subsequently, the NASDAQ Global Select Market. American Realty Capital has sponsored the following other public programs (excluding ARCP): ARCT, NYRR, PE-ARC, ARC RCA, ARC HT, ARC DNAV, ARCT III, ARC Global, ARCT IV, ARCT V and BDCA. ARCT was a non-traded REIT until March 1, 2012, when it listed its shares of common stock on The NASDAQ Global Select Market. ARCT’s prospectus for its initial public offering provided that it would seek to consummate a listing of shares of its common stock on a national securities exchange by the tenth anniversary of the commencement of its initial public offering. By listing its common stock on The NASDAQ Global Select Market, ARCT achieved a listing on a national securities exchange within the time it contemplated to do so. Additionally, ARCT III was a non-traded REIT until February 28, 2013, when it merged with and into ARCP. ARCT III’s prospectus for its initial public offering provided that ARCT III would seek to consummate a sale or merger by the fifth anniversary of the termination of its initial public offering. By merging with and into ARCP, ARCT III achieved a sale or merger within the time it contemplated to do so.

The prospectus for each of these other public programs states a date or time period by which it may be liquidated or engage in another liquidity event. Further, NYRR, PE-ARC, ARC RCA, ARC HT, ARC DNAV, ARC Global, ARCT IV, ARC RFT, ARCT V and BDCA are in their offering and acquisition stages. Other than ARCT and ARCT III, none of these public programs have reached the stated date or time period by which they may be liquidated or engage in another liquidity event.

S-23

Private Note Programs

ARC Income Properties, LLC implemented a note program that raised aggregate gross proceeds of $19.5 million. The net proceeds were used to acquire, and pay related expenses in connection with, a portfolio of 65 bank branch properties triple-net leased to RBS Citizens, N.A. and Citizens Bank of Pennsylvania. The purchase price for those bank branch properties also was funded with proceeds received from mortgage loans, as well as equity capital invested by AR Capital, LLC. Such properties contain approximately 323,000 square feet with a purchase price of approximately $98.8 million. The properties are triple-net leased for a primary term of five years and include extension provisions. The notes issued under this note program by ARC Income Properties, LLC were sold by our dealer manager through participating broker-dealers. On September 7, 2011, the note holders were repaid from proceeds of ARCP’S initial public offering, and the properties were contributed to ARCP as part of its formation transaction, and the mortgage loans were repaid.

ARC Income Properties II, LLC implemented a note program that raised aggregate gross proceeds of $13.0 million. The net proceeds were used to acquire, and pay related expenses in connection with, a portfolio of 50 bank branch properties triple-net leased to PNC Bank. The purchase price for those bank branch properties also was funded with proceeds received from a mortgage loan, as well as equity capital raised by ARCT in connection with its public offering of equity securities. The properties are triple-net leased with a primary term of ten years with a 10% rent increase after five years. The notes issued under this note program by ARC Income Properties II, LLC were sold by our dealer manager through participating broker-dealers. In May 2011, the notes were repaid in full including accrued interest and the program was closed.

ARC Income Properties III, LLC implemented a note program that raised aggregate gross proceeds of $11.2 million. The net proceeds were used to acquire, and pay related expenses in connection with the acquisition of a distribution facility triple-net leased to Home Depot. The purchase price for the property was also funded with proceeds received from a mortgage loan. The property has a primary lease term of twenty years which commenced on January 30, 2010 with a 2% escalation each year. The notes issued under this note program by ARC Income Properties III, LLC were sold by our dealer manager through participating broker-dealers. On September 7, 2011, the note holders were repaid from proceeds of ARCP’s initial public offering and the property was contributed to ARCP as part of its formation transaction.

ARC Income Properties IV, LLC implemented a note program that raised gross proceeds of $5.4 million. The proceeds were used to acquire and pay related expenses in connection with the acquisition of six retail stores triple net leased to Tractor Supply stores for $21.2 million. An existing mortgage loan of $16.5 million was assumed in connection with the acquisition. The properties had a remaining average lease term of 11.8 years with a 6.25% rental escalation every 5 years. The notes issued under this program by ARC Income Properties IV, LLC were sold by our dealer manager through participating broker-dealers.

ARC Growth Fund, LLC

ARC Growth Fund, LLC is a non-public real estate program formed to acquire vacant bank branch properties and opportunistically sell such properties, either vacant or subsequent to leasing the bank branch to a financial institution or other third-party tenant. Total gross proceeds of approximately $7.9 million were used to acquire, and pay related expenses in connection with, a portfolio of vacant bank branches. The purchase price of the properties also was funded with proceeds received from a one-year revolving warehouse facility. The purchase price for each bank branch is derived from a formulated price contract entered into with a financial institution. During the period from July 2008 to January 2009, ARC Growth Fund, LLC acquired 54 vacant bank branches from Wachovia Bank, N.A., under nine separate transactions. Such properties contain approximately 230,000 square feet with a gross purchase price of approximately $63.6 million. As of December 31, 2010, all properties were sold, 28 of which were acquired and simultaneously sold, resulting in an aggregate gain of approximately $4.8 million.

Section 1031 Exchange Programs

American Realty Capital Exchange, LLC, or ARCX, an affiliate of American Realty Capital, developed a program pursuant to which persons selling real estate held for investment can reinvest the proceeds of that sale in another real estate investment in an effort to obtain favorable tax treatment under Section 1031 of the Code, or a Section 1031 Exchange Program. ARCX acquires real estate to be owned in co-tenancy

S-24

arrangements with persons desiring to engage in such like-kind exchanges. ARCX acquires the subject property or portfolio of properties and, either concurrently with or following such acquisition, prepares and markets a private placement memorandum for the sale of co-tenancy interests in that property. ARCX has engaged in four Section 1031 Exchange Programs raising aggregate gross proceeds of $10.1 million.

American Realty Capital Operating Partnership, L.P. purchased a Walgreens property in Sealy, TX under a tenant in common structure with an unaffiliated third party, a Section 1031 Exchange Program. The third party’s investment of $1.1 million represented a 44.0% ownership interest in the property. The remaining interest of 56% will be retained by American Realty Capital Operating Partnership, L.P. To date, $1.1 million has been accepted by American Realty Capital Operating Partnership, L.P. pursuant to this program. In November 2012, the third party’s interest was purchased by American Realty Capital Operating Partnership, L.P.

American Realty Capital Operating Partnership, L.P., an affiliate of American Realty Capital, previously had transferred 49% of its ownership interest in a Federal Express distribution facility, located in Snowshoe, Pennsylvania, and a PNC Bank branch, located in Palm Coast, Florida, to American Realty Capital DST I, or ARC DST I, a Section 1031 Exchange Program. Realty Capital Securities, LLC, our dealer manager, has offered membership interests of up to 49%, or $2.6 million, in ARC DST I to investors in a private offering. The remaining interests of no less than 51% will be retained by American Realty Capital Operating Partnership, L.P. To date, cash payments of $2.6 million have been accepted by American Realty Capital Operating Partnership, L.P. pursuant to this program. In October through November 2012, the third party’s interests in the properties were purchased by American Realty Capital Operating Partnership, L.P.

American Realty Capital Operating Partnership, L.P. also has transferred 35.2% of its ownership interest in a PNC Bank branch location, located in Pompano Beach, Florida, to American Realty Capital DST II, or ARC DST II, a Section 1031 Exchange Program. Realty Capital Securities, LLC, our dealer manager, has offered membership interests of 35.2%, or $0.5 million, in ARC DST II to investors in a private offering. The remaining interests of no less than 64.8% will be retained by American Realty Capital Operating Partnership, L.P. To date, cash payments of $0.5 million have been accepted by American Realty Capital Operating Partnership, L.P pursuant to this program. In October 2012, the third party’s interest in the properties was purchase by American Realty Capital Operating Partnership, L.P.

American Realty Capital Operating Partnership, L.P. also has transferred 49% of its ownership interest in three CVS properties, located in Smyrna, Georgia, Chicago, Illinois and Visalia, California, to American Realty Capital DST III, or ARC DST III, a Section 1031 Exchange Program. Realty Capital Securities, LLC, our dealer manager, has offered membership interests of up to 49%, or $3.1 million, in ARC DST III to investors in a private offering. The remaining interests of no less than 51% will be retained by American Realty Capital Operating Partnership, L.P. To date, cash payments of $3.1 million have been accepted by American Realty Capital Operating Partnership, L.P. pursuant to this program. In October 2012, the third party’s interests in the properties were purchase by American Realty Capital Operating Partnership, L.P.

American Realty Capital Operating Partnership, L.P. has transferred 49% of its ownership interest in six Bridgestone Firestone properties, located in Texas and New Mexico, to American Realty Capital DST IV, or ARC DST IV, a Section 1031 Exchange Program. Realty Capital Securities, LLC, our dealer manager, has offered membership interests of up to 49%, or $7.3 million, in ARC DST IV to investors in a private offering. The remaining interests of no less than 51% will be retained by American Realty Capital Operating Partnership, L.P. To date, cash payments of $7.3 million had been accepted by American Realty Capital Operating Partnership, L.P. pursuant to this program. American Realty Capital Operating Partnership, L.P. also has sold 24.9% of its ownership interest in a Jared Jewelry property located in Lake Grove, NY, under a tenant-in-common structure with an affiliated third party. The remaining interest of 75.1% will be retained by American Realty Capital Operating Partnership, L.P. To date cash payments of $0.6 million has been accepted by American Realty Capital Operating Partnership, L.P. pursuant to this program. In October 2012, the third party’s interests in the properties were purchase by American Realty Capital Operating Partnership, L.P.

Adverse Business Developments and Conditions

The net losses incurred by public and non-public programs are primarily attributable to non-cash items and acquisition expenses incurred for the purchases of properties which are not ongoing expenses for the

S-25

operation of the properties and not the impairment of the programs’ real estate assets. With respect to ARCT, our sponsor’s largest program to date, for the years ended December 31, 2012, 2011, 2010 and 2009, the entire net loss was attributable to depreciation and amortization expenses incurred on the properties during the ownership period; and for the year ended December 31, 2008, 71% of the net losses were attributable to depreciation and amortization, and the remaining 29% of the net losses was attributable to the fair market valuation of certain derivative investments held.

Additionally, each of ARC Income Properties, LLC, ARC Income Properties II, LLC, ARC Income Properties III, LLC and ARC Income Properties IV, LLC is an offering of debt securities. Despite incurring net losses during certain periods, all anticipated distributions to investors have been paid on these programs through interest payments on the debt securities. The equity interests in each of these entities are owned by Nicholas Schorsch and William Kahane and their respective families. Any losses pursuant to a reduction in value of the equity in any of these entities (which did not occur), will be borne by Messrs. Schorsch and Kahane and their respective families. On September 7, 2011, the note-holders in ARC Income Properties, LLC and ARC Income Properties III, LLC were repaid from proceeds of ARCP’s initial public offering and the properties were contributed to ARCP as part of its formation transaction. Additionally, the mortgage loans in ARC Income Properties, LLC were repaid.

ARC Growth Fund, LLC was different from our other programs in that all of the properties were vacant when the portfolio was purchased and the properties were purchased with the intention of reselling them. Losses from operations represent carrying costs on the properties as well as acquisition and disposition costs in addition to non-cash depreciation and amortization costs. Upon final distribution in 2010, all investors received their entire investment plus an incremental return based on a percentage of their initial investment and the sponsor retained the remaining available funds and four properties which were unsold at the end of the program.

From 2008 to 2012, our sponsor’s programs referenced above have experienced a non-renewal of eight leases, five units of which have been leased to new tenants. Further, none of these programs have been subject to mortgage foreclosure or significant losses on the sales of properties during the same period of time.

Other than as disclosed above, there have been no major adverse business developments or conditions experienced by any program or non-program property that would be material to investors, including as a result of recent general economic conditions.”

Summary of our Organizational Documents

The following disclosure is added after the first sentence of the first paragraph on page 208 of the Prospectus under the section “Inspection of Books and Records; Stockholder Lists.”

“Under Maryland law, these records include: our bylaws; minutes of the proceedings of our stockholders; an annual statement of affairs; and voting trust agreements deposited with us at our principal office. To the extent that one of our current stockholders makes a request for a record that does not fit within the items listed here, we will consult with our board of directors to determine whether the stockholder shall receive the requested record. After such consultation, we will notify the stockholder of the acceptance or rejection of their request for the record within a reasonable time of their request.”

Plan of Distribution

The section “Minimum Offering” on page 230 of the Prospectus is deleted in its entirety.

How to Subscribe

The fourth sentence of the fourth paragraph on page 231 of the Prospectus is hereby replaced with the following disclosure.

“This option, however, is not available to residents of Louisiana.”

Prior Performance Tables

The prior performance tables contained in Appendix A of the Prospectus are hereby replaced with the prior performance tables attached to this Supplement No. 2 as Appendix A. The revised prior performance tables supersede and replace the prior performance tables contained in the Prospectus.

S-26

Distribution Reinvestment Plan

The distribution reinvestment plan contained in Appendix B of the Prospectus is hereby replaced with the distribution reinvestment plan attached to this Supplement No. 2 as Appendix B. The revised distribution reinvestment plan supersedes and replaces the distribution reinvestment plan contained in the Prospectus.

Subscription Agreements

The form of subscription agreement included in this Supplement No. 2 is hereby added as Appendix C-1 to the Prospectus. Appendix C-1 will hereby replace Appendix C — American Realty Capital Healthcare Trust II, Inc. Subscription Agreement of the Prospectus.

The form of multi-offering subscription agreement included in this Supplement No. 2 is hereby added as Appendix C-2 to the Prospectus.

Transfer on Death Designation

The Transfer on Death Designation contained in Appendix D of the Prospectus is hereby replaced with the revised Transfer on Death Designation attached to this Supplement No. 2 as Appendix D. The revised Transfer on Death Designation supersedes and replaces the Transfer on Death Designation contained in the Prospectus.

S-27

APPENDIX A

PRIOR PERFORMANCE TABLES

The tables below provide summarized information concerning programs sponsored directly or indirectly by the parent of our sponsor. The information contained herein is included solely to provide prospective investors with background to be used to evaluate the real estate experience of the parent of our sponsor and its affiliates. We do not believe that our affiliated programs currently in existence are in direct competition with our investment objectives, except for ARC HT. For additional information see the section entitled “Prior Performance Summary.”

THE INFORMATION IN THIS SECTION AND THE TABLES REFERENCED HEREIN SHOULD NOT BE CONSIDERED AS INDICATIVE OF HOW WE WILL PERFORM. THIS DISCUSSION REFERS TO THE PERFORMANCE OF PRIOR PROGRAMS AND PROPERTIES SPONSORED BY THE PARENT OF OUR SPONSOR OR ITS AFFILIATES OVER THE PERIODS LISTED THEREIN. IN ADDITION, THE TABLES INCLUDED WITH THIS PROSPECTUS (WHICH REFLECT RESULTS OVER THE PERIODS SPECIFIED IN EACH TABLE) DO NOT MEAN THAT WE WILL MAKE INVESTMENTS COMPARABLE TO THOSE REFLECTED IN SUCH TABLES. IF YOU PURCHASE SHARES IN AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC., YOU WILL NOT HAVE ANY OWNERSHIP INTEREST IN ANY OF THE REAL ESTATE PROGRAMS DESCRIBED IN THE TABLES (UNLESS YOU ARE ALSO AN INVESTOR IN THOSE REAL ESTATE PROGRAMS).

YOU SHOULD NOT CONSTRUE INCLUSION OF THE FOLLOWING INFORMATION AS IMPLYING IN ANY MANNER THAT WE WILL HAVE RESULTS COMPARABLE TO THOSE REFLECTED IN THE INFORMATION BELOW BECAUSE THE YIELD AND CASH AVAILABLE AND OTHER FACTORS COULD BE SUBSTANTIALLY DIFFERENT IN OUR PROPERTIES.

The following tables are included herein:

A-1

TABLE I
 
EXPERIENCE IN RAISING AND INVESTING FUNDS FOR PUBLIC PROGRAM PROPERTIES

Table I provides a summary of the experience of our sponsor and its affiliates in raising and investing funds for American Realty Capital Trust, Inc. from its inception on August 17, 2007 to December 31, 2011, its last year before termination, and American Realty Capital Trust III, Inc. from its inception on October 15, 2010 to December 31, 2012, its last year before termination. Information is provided as to the manner in which the proceeds of the offering have been applied, the timing and length of this offering and the time period over which the proceeds have been reinvested.

	American Realty Capital Trust, Inc.						American Realty Capital Trust III, Inc.
				Percentage of total Dollar Amount Raised						Percentage of total Dollar Amount Raised
	(dollars in thousands)						(dollars in thousands)
Dollar amount offered	$	1,500,000					$	1,500,000
Dollar amount raised		1,695,813						1,750,291
Dollar amount raised from non-public program and private investments		37,460	(1)					—
Total dollar amount raised	$	1,733,273			100.00	%	$	1,750,291	(5)		100.00	%
Less offering expenses:
Selling commissions and discounts retained by affiliates	$	168,269			9.71	%		170,433			9.74	%
Organizational expenses		29,692	(2)		1.71	%		26,052			1.49	%
Other		—			0.00	%		—			0.00	%
Reserves		—			0.00	%		—			0.00	%
Available for investment	$	1,535,512			88.58	%	$	1,553,806			88.77	%
Acquisition costs:
Prepaid items related to purchase of property	$	—			0.00	%		—			0.00	%
Cash down payment		2,157,713	(3)		124.49	%		1,529,812			87.40	%
Acquisition fees		41,320			2.38	%		38,646			2.21	%
Other		—			0.00	%		—			0.00	%
Total acquisition costs	$	2,199,033			126.87	%	$	1,568,458			89.61	%
Percentage leverage (mortgage financing divided by total acquisition costs)		32.8						14.6	%(11)
Date offering began		3/18/2008						3/31/2011
Number of offerings in the year		1						1
Length of offerings (in months)		39	(4)					18	(5)
Months to invest 90% of amount available for investment (from beginning of the offering)		39						18

(1) American Realty Capital Trust, Inc. sold non-controlling interests in certain properties in nine separate arrangements. The total amount contributed in these arrangements was $24.5 million. In addition, $13.0 million was raised in a private offering of debt securities through ARC Income Properties II, Inc. The structure of these arrangements and program is such that they are required to be consolidated with the results of American Realty Capital Trust, Inc. and therefore are included with this program. ARC Income Properties II, Inc is also included as a stand-alone program and is included separately in information about private programs.

(2) Excludes offering costs from proceeds assumed from the distribution reinvestment plan.

A-2

(3) Includes $12.0 million investment made in joint venture with American Realty Capital New York Recovery REIT, Inc. for the purchase of real estate and $17.3 million of other investments in common stock.

(4) American Realty Capital Trust, Inc. completed its offering in July 2011. The data above includes uses of offering proceeds through December 31, 2011.

(5) American Realty Capital Trust III, Inc. completed its offering in September 2012. The data above includes uses of offering proceeds through December 31, 2012.

A-3

TABLE I
 
EXPERIENCE IN RAISING AND INVESTING FUNDS FOR NON-PUBLIC PROGRAM PROPERTIES

Table I provides a summary of the experience of our sponsor and its affiliates as a sponsor in raising and investing funds in ARC Income Properties, LLC from its inception on June 5, 2008 to its termination on September 6, 2011, ARC Income Properties II, LLC from its inception on August 12, 2008 to its termination on May 16, 2011, ARC Income Properties III, LLC from its inception on September 29, 2009 to its termination on September 6, 2011, ARC Income Properties IV, LLC from its inception on June 23, 2010 to December 31, 2011 and ARC Growth Fund, LLC from its inception on July 24, 2008 to its termination on December 31, 2010. Information is provided as to the manner in which the proceeds of the offerings have been applied, the timing and length of this offering and the time period over which the proceeds have been invested.

	ARC Income Properties, LLC						ARC Income Properties II, LLC						ARC Income Properties, III, LLC						ARC Income Properties, IV, LLC						ARC Growth Fund, LLC
(dollars in thousands)				Percentage of Total Dollar Amount Raised						Percentage of Total Dollar Amount Raised						Percentage of Total Dollar Amount Raised						Percentage of Total Dollar Amount Raised						Percentage of Total Dollar Amount Raised
Dollar amount offered	$	19,537					$	13,000					$	11,243					$	5,350					$	7,850
Dollar amount raised		19,537						13,000						11,243						5,215						5,275
Dollar amount contributed from sponsor and affiliates(1)		1,975						—						—						—						2,575
Total dollar amount raised	$	21,512			100.00	%	$	13,000			100.00	%	$	11,243			100.00	%	$	5,215			100.00	%	$	7,850			100.00	%
Less offering expenses:
Selling commissions and discounts retained by affiliates	$	1,196			5.56	%	$	323			2.48	%	$	666			5.92	%	$	397			7.61	%	$	—			0.00	%
Organizational expenses		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%
Other		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%
Reserves		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%
Available for investment	$	20,316			94.44	%	$	12,677			97.52	%	$	10,577			94.08	%	$	4,818			92.39	%	$	7,850			100.00	%
Acquisition costs:
Prepaid items and fees related to purchased property	$	—			0.00	%	$	—			0.00	%	$	—			0.00	%	$	—			0.00	%	$	—			0.00	%
Cash down payment		11,302			52.54	%		9,086			69.89	%		9,895			88.01	%		4,780			91.66	%		5,440			69.30	%
Acquisition fees		7,693			35.76	%		2,328			17.91	%		682			6.07	%		—			0.00	%		2,410			30.70	%
Other		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%
Total acquisition costs	$	18,995 (2)			88.30	%	$	11,414 (3)			87.80	%	$	10,577	(4)		94.08	%	$	4,780 (5)			91.66	%	$	7,850 (6)			100.00	%
Percentage leverage (mortgage financing divided by total acquisition costs)		434.97	%					292.61	%					141.19	%					344.35	%					253.20	%
Date offering began		6/09/2008						9/17/2008						9/29/2009						6/23/2011						7/24/2008
Number of offerings in the year		1						1						1						1						1
Length of offerings (in months)		7						4						3						4						1
Months to invest 90% of amount available for investment (from the beginning of the offering)		7						4						3						4						1

(1) Includes separate investment contributed by sponsor and affiliates for purchase of portfolio properties and related expenses.

(2) Total acquisition costs of properties exclude $82.6 million purchased with mortgage financing. Including borrowings, the total acquisition purchase price was $101.6 million. The leverage ratio was 83.6% at December 31, 2010. This program ended when it contributed its real estate assets and certain liabilities to American Realty Capital Properties, Inc. on September 6, 2011.

A-4

(3) Total acquisition costs of properties exclude $33.4 million purchased with mortgage financing. Including borrowings, the total acquisition purchase price was $101.6 million. The leverage ratio was 60.1% at December 31, 2010. This program ended when the notes were repaid on May 16, 2011. The related properties were owned by American Realty Capital Trust, Inc. on December 31, 2012.

(4) Total acquisition costs of properties exclude $14.9 million purchased with mortgage financing and $3.5 million related to a final purchase price adjustment which was initially held in escrow until conditions for its release were satisfied in 2010. Including borrowings, the total acquisition purchase price was $25.9 million. The leverage ratio was 59.2% at December 31, 2010. This program ended when it contributed its real estate assets and certain liabilities to American Realty Capital Properties, Inc. on September 6, 2011.

(5) Total acquisition costs of properties exclude a $16.5 million purchased with assumed mortgage financing. Including borrowings, the total acquisition purchase price was $21.2 million. The leverage ratio was 77.5% at December 31, 2011.

(6) Total acquisition costs of properties exclude a $20.0 million purchased with assumed mortgage financing. Including borrowings and $36.3 million purchased with proceeds from the sale of properties, the total acquisition purchase price was $63.6 million. The program was concluded at December 31, 2010.

A-5

TABLE II
 
COMPENSATION TO SPONSOR FROM PUBLIC PROGRAM PROPERTIES

Table II summarizes the amount and type of compensation paid to our sponsor and its affiliates for American Realty Capital Trust, Inc. from its inception on August 17, 2007 to December 31, 2011, its last year before termination, and American Realty Capital Trust III, Inc. from its inception on October 15, 2010 to December 31, 2012, its last year before termination.

(dollars in thousands)	American Realty Capital Trust, Inc.		American Realty Capital Trust III, Inc.
Date offering commenced		3/18/2008		3/31/2011
Dollar amount raised	$	1,733,273	$	1,750,291
Amount paid to sponsor from proceeds of offering
Underwriting fees	$	168,269	$	170,433
Acquisition fees:
Real estate commissions	$	—	$	—
Advisory fees – acquisition fees	$	21,281	$	15,298
Other – organizational and offering costs	$	15,944	$	20,464
Other – financing coordination fees	$	9,257	$	3,029
Other – acquisition expense reimbursements	$	11,921	$	10,779
Dollar amount of cash generated from operations before deducting payments to sponsor	$	60,876	$	4,365
Actual amount paid to sponsor from operations:
Property management fees	$	—	$	—
Partnership management fees		—		—
Reimbursements		—		—
Leasing commissions		—		—
Other (asset management fees)	$	7,071		212
Total amount paid to sponser from operations	$	7,071	$	212
Dollar amount of property sales and refinancing before deducting payment to sponsor
Cash	$	1,485	$	—
Notes	$	—
Amount paid to sponsor from property sale and refinancing:
Real estate commissions	$	45	$	—
Incentive fees	$	—	$	—
Other – Financing coordination fees	$	—	$	—

A-6

TABLE II
 
COMPENSATION TO SPONSOR FROM NON-PUBLIC PROGRAM PROPERTIES

Table II summarizes the amount and type of compensation paid to our sponsor and its affiliates for ARC Income Properties, LLC from its inception on June 5, 2008 to its termination on September 6, 2011, ARC Income Properties II, LLC from its inception on August 12, 2008 to its termination on May 16, 2011, ARC Income Properties III, LLC from its inception on September 29, 2009 to its termination on September 6, 2011. ARC Income Properties IV, LLC from its inception on June 23, 2010 to December 31, 2010 and ARC Growth Fund, LLC. from its inception on July 24, 2008 to its termination on December 31, 2010.

(dollars in thousands)	ARC Income Properties, LLC			ARC Income Properties II, LLC			ARC Income Properties III, LLC			ARC Income Properties IV, LLC			ARC Growth Fund, LLC
Date offering commenced		6/05/2008			8/12/2008			9/29/2009			6/23/2011			7/24/2008
Dollar amount raised	$	21,512	(1)	$	13,000	(2)	$	11,243	(2)	$	5,215	(2)	$	7,850	(3)
Amount paid to sponsor from proceeds of offering
Underwriting fees	$	785		$	323		$	666		$	397		$	—
Acquisition fees
Real estate commissions	$	—		$	—		$	—		$	—		$	—
Advisory fees – acquisition fees	$	2,959		$	423		$	662		$	—		$	1,316
Other – organizational and offering costs	$	—		$	—		$	—		$	—		$	—
Other – financing coordination fees	$	939		$	333		$	149		$	—		$	45
Dollar amount of cash generated from operations before deducting payments to sponsor	$	(3,091	)	$	2,291		$	(724	)	$	(691	)	$	(5,325	)
Actual amount paid to sponsor from operations:
Property management fees	$	—		$	—		$	—		$	—		$	—
Partnership management fees		—			—			—			—			—
Reimbursements		—			—			—			—			—
Leasing commissions		—			—			—			—			—
Other (explain)		—			—			—			—			—
Total amount paid to sponsor from operations	$	—		$	—		$	—		$	—		$	—
Dollar amount of property sales and refinancing before deducting payment to sponsor
Cash	$	—		$	—		$	—		$	—		$	13,560
Notes		—			—			—			—		$	18,281
Amount paid to sponsor from property sale and refinancing:
Real estate commissions		—			—			—			—			—
Incentive fees		—			—			—			—			—
Other (disposition fees)		—			—			—			—		$	1,169
Other (refinancing fees)		—			—			—			—		$	39

(1) Includes $19.5 million raised from investors and $2.0 million raised from sponsor and affiliates.

(2) Amounts raised from investors.

(3) Includes $5.2 million raised from investors and $2.6 million raised from the sponsor and affiliates.

A-7

TABLE III
OPERATING RESULTS OF PUBLIC PROGRAM PROPERTIES

Table III summarizes the operating results of American Realty Capital Trust, Inc. from its inception on August 17, 2007 to December 31, 2011, its last year before termination, and American Realty Capital Trust III, Inc. from its inception on October 15, 2010 to December 31, 2012, its last year before termination. Information is provided as to the manner in which the proceeds of the offering have been applied, the timing and length of this offering and the time period over which the proceeds have been reinvested.

	American Realty Capital Trust, Inc.												American Realty Capital Trust III, Inc.
(dollars in thousands)	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 15, 2010 (Date of Inception) to December 31, 2010
Gross revenues	$	129,982		$	45,233		$	15,511		$	5,549		$	49,971		$	795		$	—
Profit (loss) on sales of properties		(44	)		143			—			—			—			—			—
Less:
Operating expenses		45,041			15,265			1,158			2,002			44,202			2,385			—
Interest expense		39,912			18,109			10,352			4,774			6,542			35			—
Depreciation		54,764			17,280			6,581			2,534			25,524			414			—
Amortization		14,176			4,374			1,735			522			5,854			85			—
Net income (loss) before noncontrolling interests – GAAP Basis		(23,955	)		(9,652	)		(4,315	)		(4,283	)		(32,151	)		(2,124	)		—
Loss from discontinued operations		—			—			—			—			—			—			—
Net income (loss) attributable to noncontrolling interests – GAAP Basis		(1,121	)		(181	)		49			—			30			—			—
Net income (loss) GAAP basis	$	(25,076	)	$	(9,833	)	$	(4,266	)	$	(4,283	)	$	(32,121	)	$	(2,124	)	$	—
Taxable income (loss)
From operations	$	(25,032	)	$	(9,976	)	$	(4,266	)	$	(4,283	)	$	(32,121	)	$	(2,124	)	$	—
From gain (loss) on sale		(44	)		143			—			—			—			—			—
Cash generated from (used by) operations(1)		49,525			9,864		$	(2,526	)	$	4,013			5,542			(1,177	)		—
Cash generated from sales		581			900			—			—			—			—			—
Cash generated from refinancing		—			—			—			—			224,300			5,060			—
Cash generated from operations, sales and refinancing	$	50,106		$	10,764		$	(2,526	)	$	4,013		$	229,842		$	3,883		$	—
Less: Cash distribution to investors
From operating cash flow	$	47,524		$	9,864		$	1,818		$	296		$	5,542		$	—		$	—
From sales and refinancing		—			900			—			—			23,285			294			—
From other(2)		—			647			70			—			26,784			271			—
Cash generated after cash distributions	$	2,582		$	(647	)	$	(4,414	)	$	3,717		$	174,231		$	3,318		$	—
Less: Special items
Cash generated after cash distributions and special items	$	2,582		$	(647	)	$	(4,414	)	$	3,717		$	174,231		$	3,318		$	—
Tax and distribution data per $1,000 invested
Federal income tax results:(3)(4)
Ordinary income (loss)
from operations	$	(19.00	)	$	(23.55	)	$	(22.75	)	$	(0.33	)	$	(13.96	)	$	(4.04	)	$	—
from recapture		—			—			—			—			—			—			—
Capital gain (loss)		—			—			—			—			—			—			—
Cash distributions to investors
Source (on GAAP Basis)
Investment income	$	—		$	1.44		$	—		$	—		$	—		$	—		$	—
Return of capital		43.51			16.78			(13.06	)		1.22			31.77			5.52			—
Source (on GAAP basis)
Sales	$	—			1.44		$	—		$	—		$	—		$	—		$	—
Refinancing		—			—			—			—			13.30			2.87			—
Operations		43.51			15.75			12.57			1.22			3.17			—			—
Other		—			—			—			—			15.30			2.65			—

A-8

(1) Includes cash paid for interest and acquisition costs

(2) Distributions paid from proceeds from the sale of common stock and through distribution reinvestment plans

(3) Based on amounts raised as of the end of each period.

(4) Federal tax results for the year ended December 31, 2012 are not available as of the date of this filing. Extensions of time to file tax returns for the year ended December 31, 2012 have been filed for each program, and estimated information is provided for all programs based on preliminary tax returns by outside accountants.

A-9

TABLE III
 
OPERATING RESULTS OF NON-PUBLIC PROGRAM PROPERTIES

Table III summarizes the consolidated operating results of ARC Income Properties, LLC, ARC Income Properties II, LLC, ARC Income Properties III, LLC, ARC Income Properties IV, LLC, and ARC Growth Fund, LLC as of the dates indicated.

(table begins on following page)

A-10

	ARC Income Properties, LLC												ARC Income Properties II, LLC												ARC Income Properties III, LLC									ARC Income Properties IV, LLC						ARC Growth Fund, LLC
(dollars in thousands)	Period from January 1, 2011 to September 6, 2011(1)			Year Ended December 31, 2010			Year Ended December 31, 2009			Period from June 5, 2008 (Date of Inception) to December 31, 2008			Period from January 1, 2011 to May 16, 2011(2)			Year Ended December 31, 2010			Year Ended December 31, 2009			Period from August 12, 2008 to December 31, 2008			Period from January 1, 2011 to September 6, 2011(1)			Year Ended December 31, 2010			Period from September 29, 2009 to December 31, 2009			Year Ended December 31, 2011			Period from June 24, 2010 (Date of Inception) to December 31, 2010			Year Ended December 31, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Period from July 25, 2008 to December 31, 2008
Gross revenues	$	4,652		$	7,008		$	5,347		$	1,341		$	1,383		$	3,507		$	3,423		$	337		$	1,548		$	2,237		$	341		$	1,549		$	94		$	—	$	95		$	185		$	8
Profit (loss) on sales of properties		—												(44	)		143									—									—						—		(251	)		(4,682	)		9,746
Less:
Operating expenses		122			320			2,847			5			45			113			7			—			51			36			918			86			489			—		234			528			2,004
Interest expense		4,504			6,525			4,993			688			1,690			2,151			2,161			162			1,434			1,359			186			1,134			100			—		—			1,494			597
Interest expense – investors notes		1,323			1,935			1,583			381			430			1,167			1,024			11			671			986			201			446			90			—		—			—			—
Depreciation		2,346			3,519			2,676			909			710			1,748			1,758			200			495			642			127			642			54			—		195			592			344
Amortization		527			976			886			—			268			663			670			—			187			249			42			218			18			—		—			—			—
Net income – GAAP Basis	$	(4,170	)	$	(6,267	)	$	(7,638	)	$	(642	)	$	(1,804	)	$	(2,192	)	$	(2,197	)	$	(36	)	$	(1,290	)	$	(1,035	)	$	(1,133	)	$	(977	)	$	(657	)	$	—	$	(585	)	$	(7,111	)	$	6,809
Taxable income (loss)
From operations	$	(4,170	)	$	(6,267	)	$	(7,638	)	$	(642	)	$	(1,760	)	$	(2,335	)	$	(2,197	)	$	(36	)	$	(1,290	)	$	(1,035	)	$	(1,133	)	$	(977	)	$	(443	)	$	—	$	(334	)	$	(2,429	)	$	(2,937	)
From gain (loss) on sale	$	—		$	—		$	—		$	—		$	(44	)	$	143		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(251	)	$	(4,682	)	$	9,746
Cash generated from (used by) operations(3)	$	(1,297	)	$	(1,896	)	$	(2,349	)	$	1,154		$	(782	)	$	560		$	(2,282	)	$	4,013		$	(608	)	$	(33	)	$	(691	)	$	(117	)	$	(691	)	$	—	$	(330	)	$	(1,769	)	$	(3,226	)
Cash generated from sales		—			—			—			—			—			246			—			—			—			—			—			—			—			—		—			(447	)		11,158
Cash generated from refinancing		—			—			—			—			—			—			—			—			—			—			—			—			—			—		—			—			—
Cash generated from operations, sales and refinancing	$	(1,297	)	$	(1,896	)	$	(2,349	)	$	1,154		$	(782	)	$	806		$	(2,282	)	$	4,013		$	(608	)	$	(33	)	$	(691	)	$	(117	)	$	(691	)	$	—	$	(330	)	$	(2,216	)	$	7,932

A-11

	ARC Income Properties, LLC											ARC Income Properties II, LLC										ARC Income Properties III, LLC									ARC Income Properties IV, LLC					ARC Growth Fund, LLC
(dollars in thousands)	Period from January 1, 2011 to September 6, 2011(1)			Year Ended December 31, 2010			Year Ended December 31, 2009			Period from June 5, 2008 (Date of Inception) to December 31, 2008		Period from January 1, 2011 to May 16, 2011(2)			Year Ended December 31, 2010		Year Ended December 31, 2009			Period from August 12, 2008 to December 31, 2008		Period from January 1, 2011 to September 6, 2011(1)			Year Ended December 31, 2010			Period from September 29, 2009 to December 31, 2009			Year Ended December 31, 2011			Period from June 24, 2010 (Date of Inception) to December 31, 2010		Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009			Period from July 25, 2008 to December 31, 2008
Less: Cash interest payments made to investors
From operating cash flow	$	—		$	—		$	—		$	—	$	—		$	—	$	—		$	—	$	—		$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	—
From sales and refinancing	$	—		$	—		$	—		$	—	$	—		$	—	$	—		$	—	$	—		$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	—
From other	$	—		$	—		$	—		$	—	$	—		$	—	$	—		$	—	$	—		$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	—
Cash generated after cash distributions	$	(1,297	)	$	(1,896	)	$	(2,349	)	$	1,154	$	(782	)	$	806	$	(2,282	)	$	4,013	$	(608	)	$	(33	)	$	(691	)	$	(117	)	$	—	$	(691	)	$	(330	)	$	(2,216	)	$	7,932
Less: Special items
Cash generated after cash distributions and special items	$	(1,297	)	$	(1,896	)	$	(2,349	)	$	1,154	$	(782	)	$	806	$	(2,282	)	$	4,013	$	(608	)	$	(33	)	$	(691	)	$	(117	)	$	—	$	(691	)	$	(330	)	$	(2,216	)	$	7,932

(1) On September 6, 2011, the real estate assets and certain liabilities of ARC Income Properties, LLC and ARC Income Properties III, LLC were contributed in the formation transaction of American Realty Capital Properties, Inc.

(2) The program ended on May 16, 2011, when the notes were repaid. These properties were owned by American Realty Capital Trust, Inc.

(3) Includes cash paid for interest including interest payments to investors.

Non-public programs are combined with other entities for U.S. federal income tax reporting purposes, therefore, U.S. Federal income tax results for these programs are not presented.

A-12

TABLE IV
 
RESULTS OF COMPLETED PUBLIC PROGRAMS OF THE SPONSOR AND ITS AFFILIATES

Table IV includes the operations of American Realty Capital Trust, Inc., which completed its operations On March 1, 2012 when it listed its common stock on The NASDAQ Global Select Market.

Program name	American Realty Capital Trust, Inc.
Dollar amount raised	$	1,733,273
Number of properties purchased		487
Date of closing of offering		7/18/2011
Date of first sale of property		3/1/2012
Date of final sale of property		3/1/2012
Tax and distribution data per $1,000 invested through
Federal income tax results:
Ordinary income (loss)
– from operations	$	(46.96	)
– from recapture		—
Capital gain (loss)		0.02
Deferred gain		—
Capital		—
Ordinary		—
Cash distributions to investors
Source (on GAAP Basis)
– Investment income	$	1.44
– Return of capital		47.74
Source (on cash basis)
– Sales	$	1.44
– Refinancing		—
– Operations		47.74
– Other(1)		10.49
Receivable on net purchase money financing		—

(1) American Realty Capital Trust, Inc.'s price per share was $10.49 on March 1, 2012, at the end of its first day of trading on the NASDAQ Global Select Market.

A-13

TABLE IV
 
RESULTS OF COMPLETED NON-PUBLIC PROGRAMS OF THE SPONSOR AND ITS AFFILIATES

Table IV summarizes the results of ARC Income Properties, LLC, ARC Income Properties II, LLC, ARC Income Properties III, LLC and ARC Growth Fund, LLC, each a completed program of affiliates of our sponsor as of December 31, 2011.

(dollars in thousands) Program name	ARC Income Properties, LLC		ARC Income Properties II, LLC		ARC Income Properties III, LLC		ARC Growth Fund, LLC
Dollar amount raised	$	21,512	$	13,000	$	11,243	$	7,850
Number of properties purchased		62		50		1		52
Date of closing of offering		June 2008		September 2008		September 2009		July 2008
Date of first sale of property		September 2011(2)		May 2011(3)		September 2011(2)		July 2008
Date of final sale of property		September 2011(2)		May 2011(3)		September 2011(2)		December 2010
Tax and distribution data per $1,000 investment through 12/31/2010(1)
Federal income tax results:
Ordinary income (loss)
- From operations	$	—	$	—	$	—	$	—
- From recapture	$	—	$	—	$	—	$	—
Capital gain (loss)	$	—	$	—	$	—	$	—
Deferred gain	$	—	$	—	$	—	$	—
Capital	$	—	$	—	$	—	$	—
Ordinary	$	—	$	—	$	—	$	—
Cash distributions to investors
Source (on GAAP basis)
- Investment income		—		—		—		—
- Return of capital	$	19,537	$	13,000	$	11,243	$	7,226
Source (on cash basis)
- Sales	$	19,537	$	13,000	$	11,243	$	7,226
- Refinancing	$	—	$	—	$	—	$	—
- Operations	$	—	$	—	$	—	$	—
- Other
Receivable on net purchase money financing	$	—	$	—	$	—	$	—

(1) Programs are combined with other entities for U.S. federal income tax reporting purposes, therefore, U.S. Federal income tax results for this program is not presented.

(2) The real estate assets and certain liabilities of these programs were contributed to American Realty Capital Properties, Inc. as part of its formation transaction.

(3) The notes used to purchase these properties were paid off in May 2011, these properties are still owned by American Realty Capital Trust, Inc. on December 31, 2012.

A-14

TABLE V
 
SALES OR DISPOSALS OF PUBLIC PROGRAM PROPERTIES

The following table summarizes the sales or disposals of properties by American Realty Capital Trust, Inc., from its inception on August 17, 2007 to December 31, 2011, its last year before termination, and American Realty Capital Trust III, Inc. from its inception on October 15, 2010 to December 31, 2012, its last year before termination. Information is provided as to the manner in which the proceeds of the offering have been applied, the timing and length of this offering and the time period over which the proceeds have been reinvested.

					Selling Price, Net of Closing costs and GAAP Adjustments(dollars in thousands)										Cost of Properties Including Closing and Soft Costs(dollars in thousands)						Excess (deficiency) of Property Operating Cash Receipts Over Cash Expenditures(5)
Property	Date Acquired		Date of Sale		Cash received net of closing costs		Mortgage balance at time of sale		Purchase money mortgage taken back by program(1)		Adjustments resulting from application of GAAP(2)		Total(3)		Original Mortgage Financing		Total acquisition cost, capital improvement, closing and soft costs(4)		Total
American Realty Capital Trust, Inc.:
PNC Bank Branch –
New Jersey		November – 08		September 2010	$	388	$	512	$	—	$	—	$	900	$	512	$	187	$	699	$	1,035
PNC Bank Branch –
New Jersey		November – 08		January 2011	$	79	$	502	$	—	$	—	$	581	$	502	$	178	$	680	$	1,305
American Realty Capital Trust III, Inc.: Not applicable

1) No purchase money mortgages were taken back by program.

2) Financial information for programs was prepared in accordance with GAAP, therefore GAAP adjustments are not applicable.

3) All taxable gains were categorized as capital gains. None of these sales were reported on the installment basis.

4) Amounts shown do not include a prorata share of the offering costs. There were no carried interests received in lieu of commissions in connection with the acquisition of property.

5) Amounts exclude the amounts included under “Selling Price Net of Closing Costs and GAAP Adjustments” or “Costs of Properties Including Closing Costs and Soft Costs” and exclude costs incurred in administration of the program not related to the operations of the property.

A-15

TABLE V
 
SALES OR DISPOSALS OF NON-PUBLIC PROGRAM PROPERTIES

Table V provides summary information on the results of sales or disposals of properties by non-public prior programs. All figures below are through December 31, 2012.

(dollars in thousands)					Selling Price Net of Closing Costs and GAAP Adjustments											Costs of properties Including Closing Costs and Soft Costs						Excess (Deficit) of Property Operating Cash Receipts Over Cash Expenditures(6)
Property	Date Acquired		Date of Sale		Cash Received (cash deficit) Net of Closing Costs			Mortgage Balance at Time of Sale		Purchase Money Mortgage Taken Back by Program(2)		Adjustments Resulting From Application of GAAP(3)		Total(4)		Original Mortgage Financing		Total Acquisition Costs, Capital Improvement Costs, Closing and Soft Costs(5)		Total
ARC Income Properties, LLC:
Citizens Bank branches(1)		July to August-09		September-11	$	23,300		$	82,622	$	—	$	—	$	105,922	$	96,883	$	4,734	$	101,617	$	6,815
ARC Income Properties II, LLC:
PNC Bank Branch –  New Jersey		November-08		September-10	$	388		$	512	$	—	$	—	$	900	$	512	$	187	$	699	$	1,035
PNC Bank Branch –  New Jersey		November-08		January 2011		79			502		—		—		581		502		178		680		1,305
					$	467		$	1,014	$	—	$	—	$	1,481	$	1,014	$	365	$	1,379	$	2,340
ARC Income Properties III, LLC:
Home Depot(1)		November-09		September-11	$	11,325		$	13,850	$	—	$	—	$	25,175	$	25,925	$	20	$	25,945	$	2,288
ARC Growth Fund, LLC:
Bayonet Point, FL		July-08		July-08	$	628		$	—	$	—	$	—	$	628	$	—	$	642	$	642	$	—
Boca Raton, FL		July-08		July-08		2,434			—		—		—		2,434		—		2,000		2,000		—
Bonita Springs, FL		July-08		May-09		(459	)		1,207		—		—		748		1,207		543		1,750		(29	)
Clearwater, FL		July-08		September-08		253			539		—		—		792		539		371		910		(3	)
Clearwater, FL		July-08		October-08		(223	)		582		—		—		359		582		400		982		(3	)
Destin, FL		July-08		July-08		1,358			—		—		—		1,358		—		1,183		1,183		—
Englewood, FL		July-08		November-08		138			929		—		—		1,067		929		632		1,561		(13	)
Fort Myers, FL		July-08		July-08		2,434			—		—		—		2,434		—		1,566		1,566		—
Naples, FL		July-08		July-08		2,727			—		—		—		2,727		—		1,566		1,566		—
Palm Coast, FL		July-08		September-08		891			1,770		—		—		2,661		1,770		-530		1,240		(8	)
Pompano Beach, FL		July-08		October-08		1,206			2,162		—		—		3,368		2,162		-411		1,751		(8	)
Port St. Lucie, FL		July-08		August-09		(60	)		654		—		—		594		654		648		1,302		(40	)
Punta Gorda, FL		July-08		July-08		2,337			—		—		—		2,337		—		2,143		2,143		—
Vero Beach, FL		July-08		February-09		87			830		—		—		917		830		565		1,395		(13	)
Cherry Hill, NJ		July-08		July-08		1,946			—		—		—		1,946		—		2,225		2,225		—
Cranford, NJ		July-08		July-08		1,453			—		—		—		1,453		—		725		725		—
Warren, NJ		July-08		July-08		1,375			—		—		—		1,375		—		1,556		1,556		—
Westfield, NJ		July-08		July-08		2,539			—		—		—		2,539		—		2,230		2,230		—
Lehigh Acres, FL		July-08		August-09		(207	)		758		—		—		551		758		752		1,510		(28	)
Alpharetta, GA		July-08		December-08		98			914		—		—		1,012		914		617		1,531		(9	)
Atlanta, GA		July-08		September-08		825			1,282		—		—		2,107		1,282		862		2,144		(27	)
Columbus, GA		July-08		December-08		(43	)		111		—		—		68		111		85		196		(3	)
Duluth, GA		July-08		July-08		1,851			—		—		—		1,851		—		1,457		1,457		—
Oakwood, GA		July-08		September-08		49			898		—		—		947		898		607		1,505		(1	)
Riverdale, GA		July-08		August-09		(104	)		471		—		—		367		471		286		757		(12	)
Laurinburg, NC		July-08		July-08		188			—		—		—		188		—		197		197		—
Haworth, NJ		July-08		July-08		1,781			—		—		—		1,781		—		1,834		1,834		—
Fredericksburg, VA		August-08		August-08		2,432			—		—		—		2,432		—		2,568		2,568		—
Dallas, PA		August-08		August-08		1,539			—		—		—		1,539		—		366		366		—
Virginia Beach, VA		August-08		August-08		1,210			—		—		—		1,210		—		930		930		—
Baytown, TX		August-08		August-08		3,205			—		—		—		3,205		—		1,355		1,355		—
Bradenton, FL		November-08		November-08		778			—		—		—		778		—		748		748		—
Sarasota, FL		November-08		November-08		1,688			—		—		—		1,688		—		867		867		—
Tuscaloosa, AL		November-08		November-08		580			—		—		—		580		—		242		242		—
Palm Harbor, FL		November-08		November-08		1,064			—		—		—		1,064		—		790		790		—
Reading, PA		November-08		November-08		137			—		—		—		137		—		248		248		—
St. Augustine, FL		November-08		November-08		1,936			—		—		—		1,936		—		1,428		1,428		—
Cumming, GA		December-08		December-08		1,227			—		—		—		1,227		—		810		810		—
Suffolk, VA		December-08		February-09		115			172		—		—		287		172		129		301		(1	)
Titusville, FL		December-08		December-08		321			—		—		—		321		—		260		260		—
West Caldwell, NJ(1)		December-08		September-09		333			898		—		—		1,231		357		358		715		15

A-16

(dollars in thousands)					Selling Price Net of Closing Costs and GAAP Adjustments											Costs of properties Including Closing Costs and Soft Costs						Excess (Deficit) of Property Operating Cash Receipts Over Cash Expenditures(6)
Property	Date Acquired		Date of Sale		Cash Received (cash deficit) Net of Closing Costs			Mortgage Balance at Time of Sale		Purchase Money Mortgage Taken Back by Program(2)		Adjustments Resulting From Application of GAAP(3)		Total(4)		Original Mortgage Financing		Total Acquisition Costs, Capital Improvement Costs, Closing and Soft Costs(5)		Total
Palm Coast, FL		December-08		December-08		507			—		—		—		507		—		599		599		—
Mableton, GA		December-08		December-08		676			—		—		—		676		—		696		696		—
Warner Robins, GA		January-09		January-09		149			—		—		—		149		—		257		257		—
Philadelphia(1)		January-09		October-09		291			1,474		—		—		1,765		552		1,105		1,657		3
Stockholm, NJ		December-08		November-09		(29	)		240		—		—		211		240		438		678		(46	)
Sebastian, FL		July-08		December-09		(104	)		654		—		—		550		654		1,302		1,956		(102	)
Fort Myers, FL		July-08		December-09		(314	)		795		—		—		481		795		1,582		2,377		(113	)
Seminole, FL		July-08		March-10		—			1,098						1,098		1,098		1,061		2,159		(48	)
Port Richey, FL(1)		July-08		December-10		—			544		—		—		544		544		1,086		1,630		(71	)
Punta Gorda, FL(1)		July-08		December-10		—			690		—		—		690		690		1,550		2,240		(72	)
Lawrenceville, GA(1)		July-08		December-10		—			695		—		—		695		695		1,381		2,076		(73	)
Norristown, PA(1)		July-08		December-10		—			471		—		—		471		471		943		1,414		(83	)
					$	43,243		$	20,838	$	—	$	—	$	64,081	$	19,375	$	47,850	$	67,225	$	(788	)

(1) Sale of property was to related party.

(2) No purchase money mortgages were taken back by program.

(3) Financial information for programs was prepared in accordance with GAAP, therefore GAAP adjustments are not applicable.

(4) All taxable gains were categorized as capital gains. None of these sales were reported on the installment basis.

(5) Amounts shown do not include a pro rata share of the offering costs. There were no carried interests received in lieu of commissions in connection with the acquisition of property.

(6) Amounts exclude the amounts included under “Selling Price Net of Closing Costs and GAAP Adjustments” or “Costs of Properties Including Closing Costs and Soft Costs” and exclude costs incurred in administration of the program not related to the operations of the property.

A-17

APPENDIX B

DISTRIBUTION REINVESTMENT PLAN
AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC.
EFFECTIVE AS OF FEBRUARY 14, 2013

American Realty Capital Healthcare Trust II, Inc., a Maryland corporation (the “Company”), has adopted this Distribution Reinvestment Plan (the “Plan”), to be administered by the Company, Realty Capital Securities, LLC (the “Dealer Manager”) or an unaffiliated third party (the “Administrator”), in each case as agent for participants in the Plan (“Participants”), on the terms and conditions set forth below.

1.Election to Participate.  Any purchaser of shares of common stock of the Company, par value $0.01 per share (the “Shares”), may become a Participant by making a written election to participate on such purchaser’s subscription agreement at the time of subscription for Shares or by delivering a completed and executed authorized form to the Administrator, which can be obtained from the Administrator. Any stockholder who has not previously elected to participate in the Plan, and subject to Section 8(b) herein, any participant in any previous or subsequent publicly offered limited partnership, real estate investment trust or other real estate program sponsored by the Company or its affiliates (an “Affiliated Program”), may so elect at any time by completing and executing an authorization form obtained from the Administrator or any other appropriate documentation as may be acceptable to the Administrator.

2.Distribution Reinvestment.  The Administrator will receive all cash distributions (other than Excluded Distributions (as defined below)) paid by the Company or an Affiliated Program with respect to Securities of Participants (collectively, the “Distributions”). Participation will commence with the next Distribution payable after receipt of the Participant’s election pursuant to Paragraph 1 hereof, provided it is received at least ten (10) days prior to the last day of the period to which such Distribution relates. Subject to the preceding sentence, regardless of the date of such election, a holder of Securities will become a Participant in the Plan effective on the first day of the period following such election, and the election will apply to all Distributions attributable to such period and to all periods thereafter. Participants in the Plan generally are required to have the full amount of their cash distributions (other than Excluded Distributions) with respect to all Shares or shares of stock or units of limited partnership interest of an Affiliated Program (collectively “Securities”) owned by them reinvested pursuant to the Plan. However, the Administrator shall have the sole discretion, upon the request of a Participant, to accommodate a Participant’s request for less than all of the Participant’s Securities to be subject to participation in the Plan. As used in this Plan, the term (“Excluded Distributions”) shall mean those cash or other distributions designated as “Excluded Distributions” by the board of directors of the Company or the board of directors or general partner of an Affiliated Program, as applicable.

3.General Terms of Plan Investments.

(a) The Company intends to offer Shares pursuant to the Plan initially at $23.75 per share, regardless of the price per Security paid by the Participant for the Securities in respect of which the Distributions are paid. Within six months following the Company’s acquisition of at least $2.0 billion in total portfolio assets, the Company intends to offer Shares pursuant to the Plan at the net asset value of the Company as determined by American Realty Capital Healthcare II Advisors, LLC, divided by the number of shares of common stock outstanding as of the end of business on the first day of each fiscal quarter after giving effect to any share purchases or repurchases effected by the Company in the immediately preceding quarter. A stockholder may not participate in the Plan through distribution channels that would be eligible to purchase Shares in a public offering of Shares by the Company pursuant to a prospectus outside of the Plan at prices below $23.75 per share.

(b) Selling commissions will not be paid for the Shares purchased pursuant to the Plan.

(c) Dealer Manager fees will not be paid for the Shares purchased pursuant to the Plan.

(d) For each Participant, the Administrator will maintain an account which shall reflect for each period in which Distributions are paid (a “Distribution Period”) the Distributions received by the Administrator on behalf of such Participant. A Participant’s account shall be reduced as purchases of Shares are made on behalf of such Participant.

B-1

(e) Distributions shall be invested in Shares by the Administrator promptly following the payment date with respect to such Distributions to the extent Shares are available for purchase under the Plan. If sufficient Shares are not available, any such funds that have not been invested in Shares within 30 days after receipt by the Administrator and, in any event, by the end of the fiscal quarter in which they are received, will be distributed to Participants. Any interest earned on such accounts will be paid to the Company and will become property of the Company.

(f) Participants may acquire fractional Shares, computed to four decimal places, so that 100% of the Distributions will be used to acquire Shares. The ownership of the Shares shall be reflected on the books of Company or its transfer agent.

(g) A Participant will not be able to acquire Shares under the Plan to the extent such purchase would cause it to exceed the Ownership Limit or other Share ownership restrictions imposed by the Company’s Charter. For purposes of this Plan, “Ownership Limit” shall mean the prohibition on beneficial ownership of not more than 9.8% in value of the aggregate outstanding shares of stock of the Company and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of the shares of stock of the Company.

4.Absence of Liability.  The Company, the Dealer Manager and the Administrator shall not have any responsibility or liability as to the value of the Shares or any change in the value of the Shares acquired for the Participant’s account. The Company, the Dealer Manager and the Administrator shall not be liable for any act done in good faith, or for any good faith omission to act hereunder.

5.Suitability.  Each Participant shall notify the Administrator if, at any time during his participation in the Plan, there is any material change in the Participant’s financial condition or inaccuracy of any representation under the subscription agreement for the Participant’s initial purchase of Shares. A material change shall include any anticipated or actual decrease in net worth or annual gross income or any other change in circumstances that would cause the Participant to fail to meet the suitability standards set forth in the Company’s prospectus for the Participant’s initial purchase of Shares.

6.Reports to Participants.  Within ninety (90) days after the end of each calendar year, the Administrator will mail to each Participant a statement of account describing, as to such Participant, the Distributions received, the number of Shares purchased and the per Share purchase price for such Shares pursuant to the Plan during the prior year. Each statement also shall advise the Participant that, in accordance with Paragraph 5 hereof, the Participant is required to notify the Administrator if there is any material change in the Participant’s financial condition or if any representation made by the Participant under the subscription agreement for the Participant’s initial purchase of Shares becomes inaccurate. Tax information regarding a Participant’s participation in the Plan will be sent to each Participant by the Company or the Administrator at least annually.

7.Taxes.  Taxable Participants may incur a tax liability for Distributions even though they have elected not to receive their Distributions in cash but rather to have their Distributions reinvested in Shares under the Plan.

8.Reinvestment in Subsequent Programs.

(a) After the termination of the Company’s initial public offering of Shares pursuant to the Company’s prospectus dated February 14, 2013, (the “Initial Offering”), the Company may determine, in its sole discretion, to cause the Administrator to provide to each Participant notice of the opportunity to have some or all of such Participant’s Distributions (at the discretion of the Administrator) invested through the Plan in any publicly offered limited partnership, real estate investment trust or other real estate program sponsored by the Company or an Affiliated Program (a “ Subsequent Program”). If the Company makes such an election, Participants may invest Distributions in equity securities issued by such Subsequent Program through the Plan only if the following conditions are satisfied:

(i) prior to the time of such reinvestment, the Participant has received the final prospectus and any supplements thereto offering interests in the Subsequent Program and such prospectus allows investment pursuant to a distribution reinvestment plan;

B-2

(ii) a registration statement covering the interests in the Subsequent Program has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”);

(iii) the offering and sale of such interests are qualified for sale under the applicable state securities laws;

(iv) the Participant executes the subscription agreement included with the prospectus for the Subsequent Program;

(v) the Participant qualifies under applicable investor suitability standards as contained in the prospectus for the Subsequent Program; and

(vi) the Subsequent Program has accepted an aggregate amount of subscriptions in excess of its minimum offering amount.

(b) The Company may determine, in its sole discretion, to cause the Administrator to allow one or more participants of an Affiliated Program to become a “Participant.” If the Company makes such an election, such Participants may invest distributions received from the Affiliated Program in Shares through the Plan, if the following conditions are satisfied:

(i) prior to the time of such reinvestment, the Participant has received the final prospectus and any supplements thereto offering interests in the Subsequent Program and such prospectus allows investment pursuant to a distribution reinvestment plan;

(ii) a registration statement covering the interests in the Subsequent Program has been declared effective under the Securities Act;

(iii) the offering and sale of such interests are qualified for sale under the applicable state securities laws;

(iv) the Participant executes the subscription agreement included with the prospectus for the Subsequent Program; and

(v) the Participant qualifies under applicable investor suitability standards as contained in the prospectus for the Subsequent Program.

9.Termination.

(a) A Participant may terminate or modify his participation in the Plan at any time by written notice to the Administrator. To be effective for any Distribution, such notice must be received by the Administrator at least ten (10) days prior to the last day of the Distribution Period to which it relates.

(b) Prior to the listing of the Shares on a national securities exchange, a Participant’s transfer of Shares will terminate participation in the Plan with respect to such transferred Shares as of the first day of the Distribution Period in which such transfer is effective, unless the transferee of such Shares in connection with such transfer demonstrates to the Administrator that such transferee meets the requirements for participation hereunder and affirmatively elects participation by delivering an executed authorization form or other instrument required by the Administrator.

10.State Regulatory Restrictions.  The Administrator is authorized to deny participation in the Plan to residents of any state or foreign jurisdiction that imposes restrictions on participation in the Plan that conflict with the general terms and provisions of this Plan, including, without limitation, any general prohibition on the payment of broker-dealer commissions for purchases under the Plan.

B-3

11.Amendment to; Suspension or Termination of the Plan.

(a) Except for Section 9(a) of the Plan which shall not be amended prior to a listing of the Shares on a national securities exchange, the terms and conditions of the Plan may be amended by the Company at any time, including, but not limited to, an amendment to the Plan to substitute a new Administrator to act as agent for the Participants, by mailing an appropriate pending notice at least ten (10) days prior to the effective date thereof to the Participants.

(b) The Administrator may terminate a Participant’s individual participation in the Plan and the Company may terminate or suspend the Plan itself, at any time by providing ten (10) days’ prior written notice to a Participant, or to all Participants, as the case may be.

(c) After termination of the Plan or termination of a Participant’s participation in the Plan, the Administrator will send to each Participant a check for the amount of any Distributions in the Participant’s account that have not been invested in Shares. Any future Distributions with respect to such former Participant’s Shares made after the effective date of the termination of the Participant’s participation will be sent directly to the former Participant.

12.Participation by Limited Partners of American Realty Capital Healthcare Trust II Operating Partnership, L.P.  For purposes of the Plan, “stockholders” shall be deemed to include limited partners of American Realty Capital Healthcare Trust II Operating Partnership, L.P. (the “Partnership”), “Participants” shall be deemed to include limited partners of thePartnership that elect to participate in the Plan, and “Distribution,” when used with respect to a limited partner of the Partnership, shall mean cash distributions on limited partnership interests held by such limited partner.

13.Governing Law.  This Plan and the Participants’ election to participate in the Plan shall be governed by the laws of the State of Maryland.

14.Notice.  Any notice or other communication required or permitted to be given by any provision of this Plan shall be in writing and, if to the DRIP Administrator, addressed to: DRIP Administrator, c/o DST Systems, Inc., 430 W 7^th St., Kansas City, MO 64105-1407, or such other address as may be specified by the Administrator by written notice to all Participants. Notices to a Participant may be given by letter addressed to the Participant at the Participant’s last address of record with the Administrator or by providing the relevant information in a press release or a report filed by the Company with the Securities and Exchange Commission. Each Participant shall notify the Administrator promptly in writing of any changes of address.

15.Certificates.  The ownership of the Shares will be in book-entry form prior to the issuance of certificates. The Company will not issue share certificates except to stockholders who make a written request to the Administrator.

B-4

C-1-1

C-1-2

C-1-3

C-1-4

C-1-5

C-1-6

C-1-7

C-1-8

C-1-9

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

APPENDIX D

TRANSFER ON DEATH DESIGNATION

American Realty Capital Healthcare Trust II, 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 Healthcare Trust II, 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.

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.

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, or 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.

D-1

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 Healthcare Trust II, 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.

A — STOCKHOLDER INFORMATION

Name of stockholder(s) exactly as indicated on subscription agreement:

Stockholder Name	Mr. o	Mrs. o	Ms. o
				First	Middle	Last
Co-Stockholder Name (if applicable)	Mr. o	Mrs. o	Ms. o
				First	Middle	Last
Social Security Number(s) of Stockholder(s)				—
				Stockholder		Co-Stockholder
Daytime Telephone	State of Residence (Not accepted from residents of Louisiana)

D-2

B — TRANSFER ON DEATH (Not permitted in Louisiana)

I (we) authorize American Realty Capital Healthcare Trust II, Inc. to register the percentage of shares of common stock set forth below in beneficiary form, assigning investorship on my (our) death to the TOD beneficiary(ies) named below. Use an additional sheet of paper if space is needed to designate more TOD beneficiaries. Complete information must be provided for all TOD beneficiaries.

PRIMARY Beneficiary Name
			TOD Share Percentage %
Social Security or Tax ID #	Birth Date   /   /	Relationship
PRIMARY Beneficiary Name
			TOD Share Percentage %
Social Security or Tax ID #	Birth Date   /   /	Relationship
PRIMARY Beneficiary Name
			TOD Share Percentage %
Social Security or Tax ID #	Birth Date   /   /	Relationship
Contingent Beneficiary Name (Optional)
			TOD Share Percentage %
Social Security or Tax ID #	Birth Date   /   /	Relationship
Contingent Beneficiary Name (Optional)
			TOD Share Percentage %
Social Security or Tax ID #	Birth Date   /   /	Relationship

o LDPS:  Check if you wish to have the account pass to children of the above-designated beneficiary(ies) if the designated beneficiary(ies) predeceases the stockholder. The LDPS designation will apply to all designated beneficiaries.

C — SIGNATURE

By signing below, I (we) authorize American Realty Capital Healthcare Trust II, 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 Healthcare Trust II, 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 Healthcare Trust II, 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 pages1 and2 of this form.

I (we) further understand that American Realty Capital Healthcare Trust II, 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 Healthcare Trust II, Inc.

Signature — Investor (Required)     Date	Signature — Co-Investor (If Applicable)     Date

D-3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31. Other Expenses of Issuance and Distribution (assuming sale of maximum offering).

The following table sets forth the expenses (other than selling commissions) we will incur in connection with the issuance and distribution of the securities to be registered pursuant to this registration statement. All amounts other than the SEC registration fee and FINRA filing fee have been estimated.

SEC registration fee	$	279,620
FINRA filing fee	$	225,500
Printing and mailing expenses	$	4,174,880
Blue sky filing fees and expenses	$	425,000
Legal fees and expenses	$	2,750,000
Accounting fees and expenses	$	750,000
Transfer agent and escrow fees	$	5,450,000
Advertising and sales literature	$	4,500,000
Due diligence expenses	$	2,500,000
Miscellaneous(1)	$	4,445,100
Total	$	25,500,100

(1) These miscellaneous expenses include issuer seminars and other training and education, office rent and utilities, rental equipment, repairs and maintenance, telephone and internet, hardware and software, software licenses and maintenance, supplies, office furniture, website hosting and development and industry associations and sponsorships.

Item 32. Sales to Special Parties.

The special limited partner will receive a special limited partner interest of our operating partnership. Stockholders will be allowed to purchase shares pursuant to the DRIP. Subscribers to shares which are entitled to volume discounts will pay reduced selling commissions. Our executive officers and directors, as well as officers and employees of our dealer manager and their family members (including spouses, parents, grandparents, children and siblings) or other affiliates and Friends, may purchase shares offered in this offering at a discount. The purchase price will be $22.50 per share, reflecting no selling commission or dealer manager fees will be paid in connection with such sale and, once we calculate NAV, at per share NAV. See the sections entitled “Plan of Distribution — Volume Discounts” and “— Shares Purchased by Affiliates” in this prospectus.

Item 33. Recent Sale of Unregistered Securities

In connection with our organization, the special limited partner purchased from us 8,888 shares of common stock for $22.50 per share, reflecting no selling commission or dealer manager fees paid in connection with such sale, for an aggregate purchase price of $200,000 on October 24, 2012. We made a capital contribution to our operating partnership in the amount of $200,000 in exchange for 8,888 general partner units of the operating partnership. We expect that our advisor also will make a capital contribution to our operating partnership in the amount of $2,020 in exchange for 90 limited partner units of the operating partnership. The 90 limited partner units that will be issued to our advisor may be exchanged for the cash value of a corresponding number of shares of our common stock or, at our option, a corresponding number of shares of our common stock. No sales commission or other consideration will be paid in connection with such sales, which will be consummated without registration under the Securities Act in reliance upon the exemption from registration in Section 4(2) of the Securities Act as transactions not involving any public offering.

Item 34. Indemnification of Directors and Officers.

We are permitted to limit the liability of our directors and officers to us and our stockholders for monetary damages and to indemnify and advance expenses to our directors, officers and other agents, to the extent permitted by Maryland law and the NASAA REIT Guidelines. Maryland law permits us to include in

II-1

our charter a provision limiting the liability of our directors and officers to our stockholders and us for money damages, except for liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty established by a final judgment and that is material to the cause of action.

The MGCL requires us (unless our charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL allows directors and officers to be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred in a proceeding unless the following can be established: (i) an act or omission of the director or officer was material to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the director or officer actually received an improper personal benefit in money, property or services; or (iii) with respect to any criminal proceeding, the director or officer had reasonable cause to believe his or her act or omission was unlawful.

A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. The MGCL permits a corporation to advance reasonable expenses to a director or officer upon receipt of a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

Subject to the limitations of Maryland law and to any additional limitations contained therein, our charter limits directors’ and officers’ liability to us and our stockholders for monetary damages, requires us to indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to our directors, our officers, our advisor or any of its affiliates and permits us to provide such indemnification and advance of expenses to our employees and agents. This provision does not reduce the exposure of directors and officers to liability under federal or state securities laws, nor does it limit the stockholders’ ability to obtain injunctive relief or other equitable remedies for a violation of a director’s or an officer’s duties to us, although the equitable remedies may not be an effective remedy in some circumstances.

However, as set forth in the NASAA REIT Guidelines, our charter further limits our ability to indemnify our directors, our advisor and its affiliates for losses or liability suffered by them and to hold them harmless for losses or liability suffered by us by requiring that the following additional conditions are met: (i) the person seeking indemnification has determined, in good faith, that the course of conduct which caused the loss or liability was in our best interests; (ii) the person seeking indemnification was acting on our behalf or performing services for us; (iii) the liability or loss was not the result of negligence or misconduct on the part of the person seeking indemnification, except that if the person seeking indemnification is or was an independent director, the liability or loss was not the result of gross negligence or willful misconduct; and (iv) the indemnification or agreement to indemnify is recoverable only out of our net assets and not from the assets of our stockholders.

In addition, we will not indemnify any director, our advisor or any of its affiliates for losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations; (ii) the claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or (iii) a court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and the published position of any state securities regulatory authority of a jurisdiction in which our securities were offered and sold as to indemnification for securities law violations.

II-2

We have agreed to indemnify and hold harmless our advisor and its affiliates performing services for us from specific claims and liabilities arising out of the performance of their obligations under the advisory agreement. As a result, our stockholders and we may be entitled to a more limited right of action than they and we would otherwise have if these indemnification rights were not included in the advisory agreement.

The general effect to investors of any arrangement under which we agree to insure or indemnify any persons against liability is a potential reduction in distributions resulting from our payment of premiums associated with insurance or indemnification payments in excess of amounts covered by insurance. In addition, indemnification could reduce the legal remedies available to our stockholders and us against the officers and directors.

Finally, our charter provides that we may pay or reimburse reasonable legal expenses and other costs incurred by a director, our advisor or any of its affiliates in advance of final disposition of a proceeding only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions relating to the performance of duties or services for us or on our behalf by the person seeking indemnification; (ii) the legal action is initiated by a third party who is not a stockholder or the legal action is initiated by a stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves advancement; (iii) the person seeking indemnification provides us with a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and (iv) the person seeking indemnification undertakes in writing to repay us the advanced funds, together with interest at the applicable legal rate of interest, if the person seeking indemnification is found not to have complied with the requisite standard of conduct.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 35. Treatment of Proceeds from Stock Being Registered.

Not applicable.

Item 36. Financial Statements and Exhibits

(a) Financial Statements:

The following documents are filed as part of this registration statement:

American Realty Capital Healthcare Trust II, Inc., Balance Sheet as of December 31, 2012 and the related Statement of Operations, Statement of Stockholder’s Equity and Statement of Cash Flows for the period from October 15, 2012 (date of inception) to December 31, 2012, and Notes to Financial Statements, dated as of December 31, 2012.

(b) Exhibits:

The list of exhibits filed with or incorporated by reference in this Registration Statement is set forth in the Exhibit Index following the signature page herein.

Item 37. Undertakings

(A) The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona

II-3

fide offering thereof, (3) that all post-effective amendments will comply with the applicable forms, rules and regulations of the SEC in effect at the time such post-effective amendments are filed; and (4) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B) The undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (1) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement, and (2) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof;provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(C) The undersigned registrant undertakes to send to each stockholder, at least on an annual basis, a detailed statement of any transactions with the advisor or its affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to the advisor or its affiliates, for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed.

(D) The undersigned registrant undertakes to provide to the stockholders the financial statements required by Form 10-K for the first year of operations of the registrant.

(E) The undersigned registrant undertakes to file a sticker supplement pursuant to Rule 424(c) under the Securities Act during the distribution period describing each property not identified in the prospectus at such time as there arises a reasonable probability that such property will be acquired and to consolidate all such stickers into a post-effective amendment filed at least once every three months, with the information contained in such amendment provided simultaneously to the existing stockholders. Each sticker supplement should disclose all compensation and fees received by the advisor and its affiliates in connection with any such acquisition. The post-effective amendment shall include audited financial statements meeting the requirements of Rule 3-14 of Regulation S-X only for properties acquired during the distribution period.

(F) The undersigned registrant undertakes to file, after the end of the distribution period, a current report on Form 8-K containing the financial statements and any additional information required by Rule 3-14 of Regulation S-X, to reflect each commitment (i.e., the signing of a binding purchase agreement) made after the end of the distribution period involving the use of 10% or more (on a cumulative basis) of the net proceeds of the offering and to provide the information contained in such report to the stockholders at least once each quarter after the distribution period of the offering has ended.

(G) For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free

II-4

writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(H) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-5

TABLE VI
 
ACQUISITIONS OF PROPERTIES BY PUBLIC PROGRAMS

Table VI below presents information concerning the acquisition of properties for American Realty Capital Trust, Inc. from its inception on August 17, 2007 to February 29, 2012, American Realty Capital New York Recovery REIT, Inc. from its inception on October 6, 2009 to December 31, 2012, Phillips Edison — ARC Shopping Center REIT, Inc. from its inception on October 13, 2009 to December 31, 2012, American Realty Capital Healthcare Trust, Inc. from its inception on August 23, 2010 to December 31, 2012, American Realty Capital Trust III, Inc. from its inception on October 15, 2010 to December 31, 2012, its last year before termination, American Realty Capital Daily Net Asset Value Trust, Inc. from its inception on September 10, 2010 to December 31, 2012, American Realty Capital — Retail Centers of America, Inc. from its inception on July 29, 2010 to December 31, 2012, American Realty Capital Trust IV, Inc. from its inception on February 14, 2012 to December 31, 2012, and American Realty Capital Global Trust, Inc. from its inception on July 13, 2011 to December 31, 2012 sponsored by AR Capital, LLC and its predecessor entities and affiliates.

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)			Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
American Realty Capital Trust, Inc.:
Federal Express		Pennsylvania		Distribution facility		1		55,440		March 2008	$	6,965		$	3,243	$	9,791	$	—	$	417	$	10,208
First Niagaria (formerly Harleysville National Bank)		Pennsylvania		Bank Branches		15		177,774		March 2008		31,000			10,676		41,386		29	$	290		41,676
Rockland Trust Company		Massachusetts		Bank Branches		18		121,057		May 2008		24,413			8,704		32,510		—		607		33,117
PNC Bank (formerly National City Bank)		Florida		Bank Branches		2		8,403		September and October 2008		4,500			2,353		6,731		—		122		6,853
Rite Aid		Pennsylvania and Ohio		Pharmacies		6		74,919		September 2008		12,808			6,031		18,762		—		77		18,839
PNC Bank		New Jersey, Ohio, Pennsylvania		Bank Branches		50		275,436		November 2008		33,399			11,414		42,709		—		2,104		44,813
Federal Express Distribution Center		Texas		Distribution facility		1		152,640		July 2009		16,250			15,530		31,692		88		—		31,780
Walgreens		Texas		Pharmacies		1		14,820		July 2009		1,550			2,377		3,818		109		—		3,927
CVS		Various		Pharmacies		10		131,105		September 2009 & September 2010		23,750			20,821		44,371		200		—		44,571
CVS II		Various		Pharmacies		15		198,729		November 2009		33,068			26,810		59,788		90		—		59,878
Home Depot		Kansas		Distribution facility		1		465,600		December 2009		12,150			11,399		23,532		17		—		23,549
BSFS		Florida, Oklahoma		Retail		6		57,336		December 2009 & January 2010		3,832			11,266		15,042		56		—		15,098
Advance Auto		Michigan		Retail		1		7,000		December 2009		—	(2)		1,741		1,730		11		—		1,741
Fresenius		California		Healthcare		2		140,000		January 2010		6,090			6,344		12,305		129		—		12,434
Reckit Benkieser		Utah		Distribution facility		1		574,106		February 2010		15,000			16,708		31,411		297		—		31,708

II-6

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)			Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Jack in the box		Various		Restaurant		5		12,253		February & April 2010		5,366			4,669		9,853		182		—		10,035
BSFS II		Various		Retail		12		93,599		February & March 2010		—	(2)		26,238		26,161		77		—		26,238
Fed Ex – Sacramento		California		Distribution facility		1		118,796		April 2010		15,000			19,095		33,835		260		—		34,095
Jared Jewelry		New York		Retail		3		19,534		May 2010		—			5,479		5,395		84		—		5,479
Walgreens II		Mississippi		Pharmacies		1		14,820		May 2010		3,000			2,688		5,649		39		—		5,688
IHOP		South Carolina		Restaurant		1		5,172		May 2010		—	(2)		2,449		2,422		27		—		2,449
Advance Auto II		Various		Retail		3		19,253		June 2010		—			3,683		3,619		64		—		3,683
Super Stop & Shop		New York		Retail		1		59,032		June 2010		10,800			13,009		23,584		225		—		23,809
IHOP II		Georgia		Restaurant		1		4,139		June 2010		—	(2)		2,307		2,278		29		—		2,307
IHOP III		Ohio		Restaurant		1		5,111		June 2010		—	(2)		3,334		3,287		47		—		3,334
Jared Jewelry II		Massachusetts		Retail		1		6,157		June 2010		—			1,643		1,605		38		—		1,643
Jack in the box II		Texas		Restaurant		6		14,975		June 2010		—	(2)		11,416		11,262		154		—		11,416
Walgreens III		New York		Pharmacies		1		13,386		June 2010		—	(2)		5,072		5,018		54		—		5,072
Dollar General		Florida		Retail		1		8,988		July 2010		—	(2)		1,234		1,212		22		—		1,234
Tractor Supply		Various		Retail		4		76,038		July & August 2010		—	(2)		11,225		11,001		224		—		11,225
Advance Auto – III		Louisiana		Retail		3		19,752		July 2010		—	(2)		4,400		4,330		70		—		4,400
CSAA/CVS		Georgia		Pharmacies		1		15,214		August 2010		—	(2)		4,917		4,908		9		—		4,917
CSAA/First Fifth Bank		Illinois		Bank Branches		2		8,252		August 2010		—	(2)		6,274		6,261		13		—		6,274
CSAA/Walgreens		Various		Pharmacies		5		84,263		August 2010		—	(2)		27,187		27,133		54		—		27,187
CSAA/Chase Bank		Illinois		Bank Branches		2		8,030		August 2010		—	(2)		6,574		6,561		13		—		6,574
CSAA/Home Depot		Georgia		Retail		1		107,965		September 2010		3,900			4,925		8,807		18		—		8,825
IHOP IV		Various		Restaurant		19		87,009		September 2010		—	(2)		30,890		30,300		590		—		30,890
O'Reilly Auto		Illinois		Retail		1		9,500		September 2010		—	(2)		2,514		2,475		39		—		2,514
Walgreens IV		Minnesota		Pharmacies		1		14,477		September 2010		—	(2)		6,552		6,503		49		—		6,552
Walgreens V		Michigan		Pharmacies		1		13,580		September 2010		—	(2)		4,855		4,815		40		—		4,855
Kum & Go		Missouri		Gas/Convenience		14		67,310		September 2010		—			23,098		22,740		358		—		23,098
FedEx IV		South Dakota		Distribution facility		1		43,762		September 2010		—	(2)		3,654		3,612		42		—		3,654
Auto Zone		Puerto Rico		Retail		4		28,880		September 2010		—	(2)		10,445		10,330		115		—		10,445
Brownshoe/Payless		Various		Retail		2		1,153,374		October 2010		28,200			41,732		69,461		471		—		69,932
Saint Joseph's Mercy Medical		Arkansas		Healthcare		3		46,706		October 2010		—	(2)		10,035		9,936		99		—		10,035
Advance Auto IV		New York		Retail		1		6,124		November 2010		—	(2)		1,306		1,283		23		—		1,306
Kum and Go II		Indiana		Gas/Convenience		2		8,008		November 2010		—			2,972		2,924		48		—		2,972
Tractor Supply II		Various		Retail		3		57,368		November 2010 & March 2011		—	(2)		7,665		7,566		99		—		7,665

II-7

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)			Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
FedEx V		North Dakota		Distribution facility		1		29,410		November 2010		—	(2)		2,869		2,828		41		—		2,869
Walgreens VI		Various		Pharmacies		7		102,930		December 2010		22,900			17,807		40,472		235		—		40,707
FedEx VI		Kentucky		Distribution facility		1		142,160		December 2010		—	(2)		29,117		28,886		231		—		29,117
Dollar General II		Florida		Retail		1		9,100		December 2010		—	(2)		1,317		1,294		23		—		1,317
FedEx VII		Missouri		Distribution facility		1		101,350		December 2010		—	(2)		19,111		18,988		123		—		19,111
FedEx VIII		Various		Distribution facility		4		116,689		December 2010		—	(2)		11,143		11,000		143		—		11,143
BB&T		Florida		Bank Branches		1		3,635		December 2010		—	(2)		3,856		3,819		37		—		3,856
Walgreen's VII		South Carolina		Pharmacies		1		14,490		December 2010		—	(2)		3,018		2,980		38		—		3,018
FedEx IX		Nebraska		Distribution facility		1		64,556		December 2010		—	(2)		6,127		6,072		55		—		6,127
Dollar General III		Illinois		Retail		3		27,128		December 2010		—	(2)		2,963		2,896		67		—		2,963
Tractor Supply III		California		Retail		1		18,860		December 2010		—	(2)		4,923		4,873		50		—		4,923
DaVita Dialysis		Nebraska		Healthcare		1		12,990		December 2010		—	(2)		2,913		2,876		37		—		2,913
Dollar General IV		Florida		Retail		1		9,167		December 2010		—			1,273		1,248		25		—		1,273
Lowe's		Tennesee		Home Maintenance		1		141,393		January 2011		—	(2)		10,028		10,018		10		—		10,028
Citizens		Illinois		Retail Banking		2		14,307		January 2011		3,011			894		3,849		56		—		3,905
QuickTrip		Georgia		Gas/Convenience		1		4,555		January 2011		—	(2)		3,409		3,363		46		—		3,409
Dillons		Kansas		Supermarket		1		56,451		January 2011		—	(2)		5,177		5,126		51		—		5,177
Wawa		Various		Gas/Convenience		2		12,433		January 2011		—	(2)		17,521		17,381		140		—		17,521
Walgreens VIII		New York		Pharmacy		9		122,963		January 2011		—	(2)		55,779		55,115		664		—		55,779
DaVita Dialysis II		Various		Healthcare		4		23,154		February 2011		—	(2)		8,241		8,093		148		—		8,241
CVS III		Virginia		Pharmacy		1		13,338		February 2011		—	(2)		5,323		5,251		72		—		5,323
Citigroup, Inc.		South Carolina		Financial Services		1		64,036		February 2011		13,800			13,936		27,548		188		—		27,736
Coats & Clark		Georgia		Manufacturing		1		401,512		February 2011		—			9,737		9,618		119		—		9,737
Walgreens IX		Virginia		Pharmacy		1		13,569		February 2011		—			5,567		5,515		52		—		5,567
Express Scripts		Missouri		Healthcare		2		416,141		March 2011		28,710			23,495		51,794		411		—		52,205
DaVita Dialysis III		North Carolina		Healthcare		1		18,185		March 2011		—	(2)		6,684		6,631		53		—		6,684
Dollar General V		Michigan		Discount Retail		6		55,363		March 2011		—			5,382		5,247		135		—		5,382
Wal-Mart		Arkansas		Discount Retail		1		183,442		March 2011		—			12,852		12,759		93		—		12,852
Kohl's		Kentucky		Discount Retail		1		88,408		March 2011		—			10,360		10,284		76		—		10,360
Texas Instruments		Arizona		Technology		1		125,000		March 2011		15,000			17,526		32,320		206		—		32,526
Sam's Club		Georgia		Discount Retail		1		141,583		March 2011		—	(2)		12,827		12,821		6		—		12,827
CVS IV		Michigan		Pharmacy		1		13,225		March 2011		—	(2)		5,433		5,383		50		—		5,433
Walgreens X		Various		Pharmacy		2		27,760		March 2011		—	(2)		9,194		9,090		104		—		9,194
CVS Stony Point		New York		Pharmacy		1		12,900		March 2011		—	(2)		5,856		5,817		39		—		5,856
Provident Bank		New York		Retail Banking		1		2,950		March 2011		—	(2)		2,633		2,615		18		—		2,633

II-8

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)			Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Dillions II		Kansas		Supermarket		1		63,858		March 2011		—			6,538		6,484		54		—		6,538
FedEx X		Various		Freight		2		204,157		March & May 2011		18,321			14,857		32,522		656		—		33,178
3M		Illinois		Consumer Products		1		650,760		March 2011		20,500			25,020		45,248		272		—		45,520
Bojangles		Various		Restaurant		13		47,865		March 2011		—			25,458		25,037		421		—		25,458
Dollar General VI		Louisiana		Discount Retail		2		18,428		April 2011		—			1,922		1,875		47		—		1,922
Dollar General VII		Louisiana		Discount Retail		2		18,340		April 2011		—			2,162		2,114		48		—		2,162
O'Reilly Auto II		Michigan		Auto Retail		1		8,154		April 2011		—			1,942		1,913		29		—		1,942
Walgreens XI		Louisiana		Pharmacy		1		14,550		April 2011		—	(2)		5,104		5,043		61		—		5,104
DaVita Dialysis IV		Idaho		Healthcare		1		6,020		April 2011		—			2,124		2,082		42		—		2,124
Whirlpool		Iowa		Manufacturing		1		750,000		April 2011		—	(2)		20,208		20,035		173		—		20,208
Wrangler		Texas		Manufacturing		1		316,800		April 2011		—	(2)		17,632		17,459		173		—		17,632
Walgreens XII		Mississippi		Pharmacy		1		13,605		April 2011		—			4,468		4,424		44		—		4,468
7-Eleven		Florida		Gas/Convenience		1		3,074		May 2011		—			3,019		2,980		40		—		3,019
BSFS III		Wisconsin		Auto Services		1		7,864		May 2011		—			2,729		2,688		41		—		2,729
Kohls II		Illinois		Discount Retail		1		64,250		May 2011		—			6,525		6,462		63		—		6,525
National Tire & Battery		Georgia		Auto Services		3		33,920		May 2011		—			6,067		5,980		87		—		6,067
CVS V		Florida		Pharmacy		1		13,224		May 2011		—			9,301		9,201		100		—		9,301
BSFS IV		Various		Auto Services		3		22,904		May 2011		—			8,772		8,624		148		—		8,772
FedEx XI		Maryland		Freight		1		125,502		May 2011		—			40,178		39,390		788		—		40,178
Pep Boys		Various		Auto Services		3		60,140		May 2011		—			13,281		13,081		200		—		13,281
Tops Market		New York		Supermarket		1		57,833		May 2011		—			11,183		11,066		117		—		11,183
7-Eleven Bradenton		Florida		Gas/Convenience		1		2,940		May 2011		—			2,159		2,126		33		—		2,159
General Electric		Wisconsin		Manufacturing		1		484,348		May 2011		—	(2)		24,074		23,925		149		—		24,074
Wal-Mart II		Pennslyvania		Discount Retail		1		151,925		May 2011		—			12,782		12,539		243		—		12,782
USPS		Minnesota		Government Services		1		39,297		May 2011		—			7,392		7,333		59		—		7,392
Walgreens XIII		Georgia		Pharmacy		2		27,195		May 2011		—			10,026		9,917		109		—		10,026
Walgreens XIV		Louisiana		Pharmacy		1		14,820		June 2011		—			4,079		4,026		53		—		4,079
Mrs. Bairds		Various		Consumer Goods		2		30,120		June 2011		—			3,258		3,201		57		—		3,258
Walgreens XV		Indiana		Pharmacy		1		14,480		June 2011		—			5,016		4,961		55		—		5,016
O'Reilly's III		Michigan		Auto Retail		1		8,160		June 2011		—			2,050		2,020		30		—		2,050
FedEx XII		Ohio		Freight		1		182,326		June 2011		—			35,619		35,350		269		—		35,619
Walgreens XVI		New York		Pharmacy		6		52,400		June 2011		—			52,599		51,672		927		—		52,599
VA Clinic		Idaho		Government Services		1		10,768		June 2011		—			3,263		3,222		41		—		3,263

II-9

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)			Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
BSFS V		Arkansas		Auto Services		1		159,797		June 2011		—			9,214		9,130		84		—		9,214
Tractor Supply IV		Michigan		Specialty Retail		1		19,097		June 2011		—			1,796		1,768		29		—		1,796
O'Reilly's IV		Michigan		Auto Retail		2		16,000		June 2011		—			3,820		3,761		59		—		3,820
Trader Joe's		Maine		Supermarket		1		31,920		June 2011		—			5,669		5,606		64		—		5,669
Dollar General VIII		Illinois		Discount Retail		3		27,152		July & August 2011		—			2,943		2,879		65		—		2,943
Dollar General IX		Louisiana		Discount Retail		1		9,348		July 2011		—			918		894		24		—		918
GSA I		Texas		Government Services		1		10,784		July 2011		—			6,242		6,085		157		—		6,242
Lockeed Martin		Texas		Aerospace		1		125,880		July 2011 & August 2012		—	(2)		13,290		13,193		97		—		13,290
FedEx XIII		Michigan		Freight		4		274,602		July 2011		—	(2)		28,282		27,891		391		—		28,282
GSA II		Texas		Government Services		1		10,803		August 2011		—			4,713		4,591		122		—		4,713
Dollar General X		Michigan		Discount Retail		6		55,200		August & September 2011		—			5,617		5,472		145		—		5,617
PetSmart		Illinois		Specialty Retail		1		1,000,375		August 2011		—			49,416		49,134		282		—		49,416
GSA III		Iowa		Government Services		1		11,190		August 2011		—			4,519		4,399		120		—		4,519
Verizon		Maryland		Telecommunications		1		40,000		August 2011		—			12,950		12,726		224		—		12,950
CVS VI		North Carolina		Pharmacy		1		11,945		August 2011		—			2,871		2,833		38		—		2,871
Renal Advantage		Various		Healthcare		9		74,457		August 2011		—			19,473		19,200		273		—		19,473
GSA IV		Arizona		Government Services		1		23,485		August 2011		—			7,684		7,498		186		—		7,684
Lowes II		Georgia		Home Maintenance		1		135,197		August 2011		—			15,255		15,150		105		—		15,255
GSA V		Colorado		Government Services		1		64,455		August 2011		—			7,500		7,323		178		—		7,500
CVS VII		New York		Pharmacy		1		10,885		September 2011		—			2,883		2,848		35		—		2,883
Sealy		New York		Manufacturing		1		257,000		September 2011		10,528			7,791		18,123		196		—		18,319
GSA VI		Florida		Government Services		1		34,285		September 2011		—			8,885		8,676		209		—		8,885
GSA VII		Tennesee		Government Services		1		25,508		September 2011		—			7,222		6,708		514		—		7,222
GSA VIII		Texas		Government Services		1		29,150		October 2011		—			4,938		4,823		115		—		4,938
GSA IX		Texas		Government Services		1		17,626		October 2011		—			6,981		6,818		164		—		6,981
GSA X		California		Government Services		1		43,596		October 2011		—			13,458		13,130		328		—		13,458

II-10

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)		Cash Down Payment			Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Reliant Rehab		Texas		Healthcare		1		65,141		October 2011		16,150		16,677			32,623		204		—		32,827
ConAgra		Nebraska		Consumer Goods		1		65,000		October 2011		—		20,339			20,200		139		—		20,339
GSA XI		New York		Government Services		1		30,762		October 2011		—		9,288			9,090		198		—		9,288
Dollar General XI		Michigan		Discount Retail		2		18,225		October 2011		—		1,996			1,945		51		—		1,996
Dollar General XII		Various		Discount Retail		42		387,104		October, November, & December 2011		—		44,492			43,434		1,058		—		44,492
Whirlpool II		Ohio		Manufacturing		1		700,350		November 2011		—		23,910			23,379		531		—		23,910
Dollar General XIII		Ohio		Discount Retail		1		9,234		November 2011		—		965			941		24		—		965
Fed Ex XIV		Ohio		Freight		1		94,812		November 2011 & June 2012		—		6,383			6,311		72		—		6,383
Fed Ex XV		New York		Freight		1		252,505		November 2011		—		57,019			56,560		459		—		57,019
Fed Ex XVI		Arizona		Freight		1		194,262		November 2011		—		20,323			20,200		123		—		20,323
Auto Zone II		South Carolina		Auto Retail		1		6,816		November 2011		—		1,365			1,338		27		—		1,365
Aaron's		Various		Specialty Retail		18		214,739		December 2011		—		26,529			26,064		465		—		26,529
GSA XII		West Virginia		Government Services		1		67,217		December 2011		—		9,924			9,615		309		—		9,924
Danfoss		Illinois		Manufacturing		1		99,823		December 2011		—		7,618			7,562		56		—		7,618
DaVita Dialysis V		Pennsylvania		Healthcare		1		6,502		December 2011		—		3,431			3,394		37		—		3,431
Tractor Supply V		Connecticut		Specialty Retail		1		19,097		January 2012		—		4,375			4,323		52		—		4,375
Tractor Supply VI		Various		Specialty Retail		2		41,767		January 2012		—		6,432			6,354		78		—		6,432
Multi-Tenant mortgages												281,645		(281,645	)		—		—		—		—
						487		15,623,445			$	721,606	$	1,447,802	(3)	$	2,143,563	$	22,257	$	3,617	$	2,169,408
American Realty Capital New York Recovery REIT, Inc.:
Interior Design Building		New York		Interior Designer Showroom		1		81,082		June 2010	$	21,300	$	11,270		$	32,570	$	—	$	—	$	32,570
Bleecker Street Condominiums		New York		Retail		3		9,724		December 2010		21,300		13,607			34,340		567		—		34,907
Foot Locker		New York		Retail		1		6,118		April 2011		3,250		3,113			6,229		134		—		6,363
Regal Parking Garage		New York		Parking		1		12,856		June 2011		3,000		2,626			5,454		172		—		5,626
Duane Reed		New York		Pharmacy		1		9,767		October 2011		8,400		5,876			14,140		136		—		14,276
416 Washington Street		New York		Retail		1		22,306		November 2011		5,000		5,165			9,959		206		—		10,165
One Jackson Square		New York		Retail		1		7,080		November 2011		13,000		9,996			22,725		271		—		22,996
350 West 42nd Street		New York		Retail		1		42,774		March 2012		11,365		9,835			20,907		293		—		21,200
1100 Kings Highway		New York		Retail & Office		1		61,318		May 2012		20,200		17,667			37,094		773		—		37,867
163 Washington Avenue		New York		Residential		1		41,613		September 2012		—		32,750			31,815		935		—		32,750
1623 Kings Highway		New York		Office		1		19,960		October 2012		7,288		6,236			13,383		142		—		13,524

II-11

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)		Cash Down Payment			Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
256 West 38th Street		New York		Office		1		118,815		December 2012		26,900		23,055			49,086		869		—		49,955
229 West 36th Street		New York		Office		1		148,894		December 2012		45,000		21,006			65,499		508		—		66,006
350 Bleecker Street		New York		Retail		1		14,511		December 2012		—		11,158			11,009		149		—		11,158
						16		596,818			$	186,003	$	173,360	(4)	$	354,209	$	5,154	$	—	$	359,363
Phillips Edison – ARC Shopping Center REIT Inc.:
Lakeside Plaza		Virigina		Retail		17		82,033		December 2010	$	6,125	$	2,886		$	8,840	$	154	$	107	$	9,101
Snow View Plaza		Ohio		Retail		11		100,460		December 2010		9,470		3,074			12,425		97		147		12,669
St. Charles Plaza		Florida		Retail		14		65,000		June 2011		6,750		3,654			10,204		138		166		10,508
Southhampton Village		Georgia		Retail		14		77,956		October 2011		5,920		2,598			8,396		103		65		8,564
Centerpoint		South Carolina		Retail		11		72,287		October 2011		4,854		2,168			6,888		112		60		7,060
Burwood Village Center		Maryland		Retail		20		105,834		November 2011		11,970		5,077			16,692		318		129		17,139
Cureton Town Center		North Carolina		Retail		19		84,357		December 2011		8,875		5,309			14,026		119		115		14,260
Tramway Crossing		North Carolina		Retail		16		62,382		February 2012		—		5,525			5,530		25		—		5,555
Westin Centre		North Carolina		Retail		15		66,890		February 2012		—		6,076			6,083		26		—		6,109
The Village at Glynn Place		Georgia		Retail		16		111,924		April 2012		—		11,390			11,412		40		—		11,452
Meadowthorpe Shopping Center		Kentucky		Retail		18		87,384		May 2012		5,014		3,760			8,598		113		111		8,822
New Windsor Marketplace		Colorado		Retail		17		95,877		May 2012		—		5,587			5,580		37		—		5,617
Vine Street Square		Florida		Retail		27		120,699		June 2012		—		13,690			13,724		40		—		13,764
Northtowne Square		Pennslyvania		Retail		8		113,372		June 2012		—		10,744			10,633		169		—		10,802
Brentwood Commons		Illionios		Retail		18		125,550		July 2012		9,000		6,010			14,931		56		104		15,091
Sidney Towne Center		Ohio		Retail		8		118,360		August 2012		—		4,348			4,324		48		—		4,372
Broadway Plaza		Arizona		Retail		28		83,612		August 2012		7,015		5,808			12,746		66		82		12,894
Publix at Northridge		Florida		Retail		14		65,320		August 2012		10,044		1,729			11,564		80		193		11,837
Richmond Plaza		Georgia		Retail		22		178,167		August 2012		—		19,556			19,606		56		—		19,662
Baker Hill Center		Illionios		Retail		26		135,355		September 2012		12,029		9,960			21,819		128		261		22,208
New Prague Commons		Minnesota		Retail		8		59,948		October 2012		6,800		3,494			10,205		68		76		10,349
Brook Park Plaza		Ohio		Retail		6		157,459		October 2012		3,824		6,436			10,243		51		69		10,363
Heron Creek Towne Center		Florida		Retail		13		64,664		December 2012		—		8,675			8,737		25		—		8,762
Quartz Hill Towne Centre		California		Retail		21		110,306		December 2012		—		21,029			21,182		52		7		21,241
Hilfiker Square		Oregon		Retail		4		38,558		December 2012		—		8,049			8,081		49		—		8,130
Village One Plaza		California		Retail		26		105,658		December 2012		17,550		9,061			26,767		75		36		26,878
						417		2,489,412			$	125,240	$	185,693		$	309,236	$	2,245	$	1,728	$	313,209
American Realty Capital Healthcare Trust, Inc.:
Texarkana, TX		Texas		Healthcare		1		18,268		June 2011	$	2,250	$	2,385		$	4,545	$	90	$	—	$	4,635
DaVita, Marked Tree		Arkansas		Healthcare		1		4,596		June 2011		—		1,488			1,458		30		—		1,488

II-12

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)		Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Davita Rockford		Illinois		Healthcare		1		7,032		July 2011		—		2,100		2,071		30		—		2,100
Carson Tahoe Specialty Medical Plaza		Nevada		Healthcare		3		154,622		September 2011		21,751		7,755		29,280		226		—		29,506
Durango Medical Plaza		Nevada		Healthcare		1		73,094		September 2011		17,172		6,128		23,115		185		—		23,300
CareMeridian Rehabilitation Facility		Arizona		Healthcare		1		13,500		September 2011		6,936		2,294		9,106		124		—		9,230
Reliant Rehabilitation Hospital - Dallas		Texas		Healthcare		1		64,600		November 2011		24,850		9,503		34,136		217		—		34,353
Global Rehabilitation Hospital		Texas		Healthcare		1		40,828		November 2011		12,714		4,098		16,691		121		—		16,812
Spring Creek Medical Plaza		Texas		Healthcare		1		22,345		November 2011		7,477		2,675		10,066		86		—		10,152
Odessa Regional Medical Center		Texas		Healthcare		1		39,220		December 2011		4,047		3,457		7,433		71		—		7,504
Methodist North Medical Office Building		Illinois		Healthcare		1		73,302		December 2011		13,544		11,488		24,871		161		—		25,032
Cooper Health		New Jersey		Healthcare		1		11,000		December 2011		—		3,440		3,358		82		—		3,440
Village Healthcare Center		California		Healthcare		1		7,750		January 2012		1,906		2,686		4,527		65		—		4,592
Biolife Plasma Services		Texas		Healthcare		1		15,000		January 2012				5,862		5,804		58		—		5,862
University of Wisconsin Medical Center		Wisconsin		Healthcare		1		31,374		March 2012		5,039		4,285		9,253		71		—		9,324
Carson Tahoe Medical Office Building		Nevada		Healthcare		1		38,426		March 2012		4,675		3,975		8,585		65		—		8,650
Henry Ford Dialysis Center		Michigan		Healthcare		1		10,100		March 2012				2,942		2,907		35		—		2,942
Mercy Health Plaza		Missouri		Healthcare		1		42,430		April 2012		5,500		5,743		11,155		88		—		11,243
East Pointe Medical Office Building		Florida		Healthcare		1		34,500		April 2012		5,260		5,505		10,621		144		—		10,765
DaVita Dialysis III – Paoli, IN		Indiana		Healthcare		1		5,725		May 2012		—		1,921		1,893		28		—		1,921
Reliant Rehabilitation Hospital – Houston		Texas		Healthcare		1		65,000		May 2012		13,437		18,651		31,909		179		—		32,088
PAPP Clinic		Georgia		Healthcare		1		31,213		May 2012				5,500		5,454		46		—		5,500
Unitron		Minnesota		Healthcare		1		81,927		May 2012		4,000		5,564		9,484		80		—		9,564
Cooper Health Medical Office Building		New Jersey		Healthcare		1		16,314		May 2012				4,720		4,666		54		—		4,720
Fresenius Medical – Metairie LA		Louisiana		Healthcare		1		18,149		May 2012				3,816		3,776		40		—		3,816
Sunnyvale Med. Plaza		Texas		Healthcare		1		48,910		May 2012				12,510		12,423		87		—		12,510
Texas Clinic at Arlington		Texas		Healthcare		1		66,824		May 2012				21,648		21,513		135		—		21,648
Pinnacle Health		Pennslyvania		Healthcare		1		52,600		June 2012				13,280		13,029		251		—		13,280
Cancer Care Partners, LLC		Indiana		Healthcare		1		63,000		June 2012				27,239		27,068		171		—		27,239
Aurora Health Care		Wisconsin		Healthcare		3		226,046		July 2012		49,600		14,409		63,630		379		—		64,009

II-13

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)			Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Baylor Institute for Rehabilitation at Fort Worth		Texas		Healthcare		1		40,000		August 2012					16,269		16,160		109		—		16,269
Bronson LakeView		Michigan		Healthcare		1		100,321		September 2012					30,914		30,734		180		—		30,914
Benton House		Florida & Georgia		Healthcare		5		317,802		November & December 2012					87,409		86,608		802		—		87,409
Beverly Center		Illinois		Healthcare		1		59,345		November 2012					16,891		16,665		226		—		16,891
Rush Copley Building I		Illinois		Healthcare		1		79,344		November 2012					26,221		26,058		163		—		26,221
CareMeridian La Mesa		California		Healthcare		1		9,000		December 2012					6,115		6,060		55		—		6,115
Blue Ridge Medical Building		Tennessee		Healthcare		1		23,277		December 2012					4,944		4,899		46		—		4,944
16 N. Scotland Ave.-Northeast MOB		New York		Healthcare		1		53,229		December 2012					15,299		15,150		149		—		15,299
Michiana – Mishawaka		Indiana		Healthcare		1		49,410		December 2012					22,119		21,957		162		—		22,119
Cancer Center at Metro Health Village		Michigan		Healthcare		1		21,502		December 2012					6,366		6,305		61		—		6,366
Rush Copley Building II		Illinois		Healthcare		1		80,744		December 2012					25,962		25,806		157		—		25,962
North Valley Orthopedic		Arizona		Healthcare		1		17,608		December 2012					9,246		9,090		156		—		9,246
						50		2,229,277			$	200,158		$	484,822	$	679,318	$	5,661	$	—	$	684,980
American Realty Capital Trust III, Inc.:
FedEx		Montana		Freight		1		45,832		September 2011	$	5,060		$	4,040	$	9,028	$	72	$	—	$	9,100
Advance Auto		Texas		Auto Retail		2		13,471		September 2011		—	(2)		3,229		3,175		54		—		3,229
Walgreens		Various		Pharmacy		2		23,527		October & November 2011		—	(2)		13,081		12,931		150		—		13,081
Walgreens II		California		Pharmacy		1		14,820		October 2011		—	(2)		4,692		4,649		43		—		4,692
Dollar General		Various		Discount Retail		11		109,349		November 2011		—	(2)		12,857		12,577		280		—		12,857
Dollar General II		Missouri		Discount Retail		5		45,156		November 2011		—	(2)		4,666		4,548		118		—		4,666
Walgreens III		Michigan		Pharmacy		1		14,820		November 2011		—	(2)		5,042		4,981		61		—		5,042
Dollar General III		Alabama		Discount Retail		1		10,714		December 2011		—	(2)		1,351		1,324		27		—		1,351
GSA		Florida		Government Services		1		6,255		December 2011		—	(2)		2,060		1,993		67		—		2,060
Dollar General IV		Various		Discount Retail		3		27,063		December 2011, February & March 2012		—	(2)		3,412		3,335		77		—		3,412
FedEx II		New Hampshire		Freight		3		221,837		December 2011, February & March 2012		—	(2)		46,792		46,305		487		—		46,792
Family Dollar		Various		Discount Retail		7		59,960		December 2011 & January 2012		—	(2)		7,122		6,958		164		—		7,122
Dollar General V		Various		Discount Retail		9		85,366		December 2011 & February 2012		—	(2)		9,456		9,231		225		—		9,456

II-14

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)			Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Dollar General VI		Mississippi		Discount Retail		3		27,439		December 2011		—	(2)		2,789		2,719		70		—		2,789
GSA II		Colorado		Government Services		1		4,328		December 2011		—	(2)		1,641		1,586		55		—		1,641
Express Scripts		Missouri		Healthcare		1		227,467		January 2012		—	(2)		43,289		43,068		221		—		43,289
Tractor Supply		New Jersey		Specialty Retail		1		19,097		January 2012		—	(2)		5,480		5,366		114		—		5,480
Dollar General VII		Various		Discount Retail		12		109,750		February & March 2012		—	(2)		13,346		13,051		295		—		13,346
Dollar General VIII		Various		Discount Retail		4		37,870		February 2012		—	(2)		4,157		4,060		97		—		4,157
Walgreens IV		Various		Pharmacy		6		87,659		February 2012		—	(2)		28,535		28,270		265		—		28,535
FedEx III		Various		Freight		2		227,962		February 2012		—	(2)		18,707		18,553		154		—		18,707
GSA III		Idaho		Government Services		1		35,311		March 2012		—	(2)		7,561		7,373		188		—		7,561
Family Dollar II		Texas		Discount Retail		1		8,000		February 2012		—	(2)		894		869		25		—		894
Dollar General IX		Missouri		Discount Retail		2		19,592		February 2012		—	(2)		2,309		2,259		50		—		2,309
GSA IV		Florida		Government Services		1		18,712		March 2012		—			5,397		5,266		131		—		5,397
Dollar General X		Various		Discount Retail		2		19,740		March 2012		—	(2)		2,370		2,320		50		—		2,370
Advance Auto II		South Carolina		Auto Retail		1		8,075		March 2012		—	(2)		1,004		980		24		—		1,004
Dollar General XI		Michigan		Discount Retail		4		36,154		March & May 2012		—	(2)		4,347		4,247		100		—		4,347
FedEx IV		Indiana		Freight		1		63,092		March 2012		—			4,258		4,217		41		—		4,258
CVS		Indiana		Pharmacy		1		10,125		March 2012		—			3,485		3,448		37		—		3,485
Advance Auto III		Indiana		Auto Retail		1		7,000		March 2012		—	(2)		1,937		1,909		28		—		1,937
Family Dollar III		Mississippi		Discount Retail		4		32,960		March & May 2012		—	(2)		4,102		4,007		95		—		4,102
Family Dollar IV		Various		Discount Retail		8		66,398		March, April, May & July 2012		—			7,775		7,580		195		—		7,775
Dollar General XII		Missouri		Discount Retail		1		10,566		March 2012		—	(2)		1,022		998		24		—		1,022
FedEx V		New York		Freight		1		142,139		April 2012		—			47,407		46,990		417		—		47,407
Dollar General XIII		Various		Discount Retail		4		36,567		March, April, July & August 2012		—	(2)		3,780		3,685		95		—		3,780
Dollar General XIV		Texas		Discount Retail		2		18,052		April 2012		—	(2)		1,881		1,833		48		—		1,881
Dollar General XV		Various		Discount Retail		22		215,905		April & September 2012		—			28,309		27,736		573		—		28,309
Dollar General XVI		Various		Discount Retail		3		27,226		April 2012		—	(2)		3,227		3,154		73		—		3,227
Advanced Auto IV		Ohio		Auto Retail		1		7,000		April 2012		—	(2)		988		965		23		—		988
Shaw's Supermarkets		Massachusetts		Supermarket		1		59,766		April 2012		—			5,879		5,808		72		—		5,879

II-15

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)			Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Rubbermaid		Kansas		Consumer Products		1		660,820		April 2012		12,725			10,775		23,356		144		—		23,500
Citizens Bank		Various		Retail Banking		30		83,642		April & May 2012		—			28,354		27,663		691		—		28,354
Tire Kingdom		Ohio		Auto Services		1		6,656		April 2012		—			1,735		1,708		27		—		1,735
Circle K		Arizona		Gas/Convenience		1		2,680		May 2012		—			1,961		1,930		31		—		1,961
Family Dollar V		Various		Discount Retail		4		32,306		May 2012		—	(2)		4,069		3,973		96		—		4,069
GSA V		Texas		Government Services		1		15,915		May 2012		—			5,711		5,555		156		—		5,711
GSA VI		Missouri		Government Services		1		12,187		May 2012		—			3,221		3,156		65		—		3,221
General Mills		Illinois		Consumer Products		1		359,499		May 2012		—			33,633		33,439		194		—		33,633
Walgreens V		Nevada		Pharmacy		1		14,736		May 2012		—			8,842		8,754		88		—		8,842
NTW & Big O Tires		Various		Auto Services		2		17,159		June 2012		—			4,124		4,065		59		—		4,124
Fresenius Medical		Various		Medical Office		4		27,307		June 2012		—			8,117		7,999		118		—		8,117
Tractor Supply II		Michigan		Specialty Retail		1		15,097		June 2012		—			2,851		2,817		34		—		2,851
Dollar General XVII		Mississippi		Discount Retail		1		9,234		June 2012		—			1,011		988		23		—		1,011
FedEx VI		Various		Freight		5		307,887		June, September, October & November 2012		—			34,116		33,826		290		—		34,116
Advance Auto V		Various		Auto Retail		2		14,000		June 2012		—			4,105		4,035		70		—		4,105
Walgreens VI		Various		Pharmacy		4		58,410		June 2012		—			21,294		21,109		185		—		21,294
Advance Auto VI		South Carolina		Auto Retail		1		5,000		June 2012		—			1,031		1,007		24		—		1,031
GSA VII		Arizona		Government Services		1		21,000		July 2012		—			3,640		3,555		85		—		3,640
Dollar General XVIII		Mississippi		Discount Retail		3		27,530		July 2012		—			2,801		2,730		71		—		2,801
Advance Auto VII		Texas		Auto Retail		1		6,759		July 2012		—			1,774		1,741		33		—		1,774
Dollar General XIX		Michigan		Discount Retail		3		27,078		July 2012		—			3,146		3,073		73		—		3,146
FedEx VII		Tennessee		Freight		1		74,707		July 2012		—			5,427		5,380		47		—		5,427
Dollar General XX		Tennessee		Discount Retail		3		27,355		July & August 2012		—			2,819		2,748		71		—		2,819
Fresenius Medical II		Illinois		Medical Office		1		9,304		July 2012		—			3,315		3,279		36		—		3,315
Family Dollar VI		Various		Discount Retail		2		16,000		July 2012		—			2,309		2,259		50		—		2,309
Dollar General XXI		Various		Discount Retail		7		63,134		July, September & October 2012		—			8,226		8,046		180		—		8,226
Dollar General XXII		Louisiana		Discount Retail		2		18,114		July & September 2012		—			2,030		1,981		49		—		2,030
Bojangles		Various		Restaurant		9		33,111		July & August 2012		—			16,189		15,869		320		—		16,189

II-16

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)		Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Scotts Company		Ohio		Consumer Products		3		551,249		July & September 2012		—		19,407		19,241		167		—		19,407
Walgreens VII		Michigan		Pharmacy		1		14,820		July 2012		—		7,987		7,926		61		—		7,987
Walgreens VIII		Indiana		Pharmacy		1		14,490		July 2012		—		4,617		4,574		43		—		4,617
West Marine		Virginia		Specialty Retail		1		15,404		July 2012		—		3,278		3,242		36		—		3,278
Fresenius Medical III		Illinois		Medical Office		2		14,792		July 2012		—		4,922		4,859		63		—		4,922
O'Reilly Auto		Alabama		Auto Retail		1		5,084		August 2012		—		652		629		23		—		652
Tractor Supply III		Louisiana		Specialty Retail		1		19,097		August 2012		—		3,192		3,154		38		—		3,192
CVS II		Pennslyvania		Pharmacy		1		8,193		August 2012		—		1,503		1,474		29		—		1,503
Advance Auto B		Various		Auto Retail		5		32,155		August 2012		—		8,800		8,566		234		—		8,800
Williams Sonoma		Mississippi		Consumer Products		1		1,106,876		August 2012		28,350		24,997		52,948		399		—		53,347
Dollar General XXIII		North Carolina		Discount Retail		2		18,126		August 2012		—		2,212		2,163		49		—		2,212
Bed Bath & Beyond		California		Consumer Products		1		1,035,840		August 2012		—		66,702		63,630		3,072		—		66,702
Advance Auto VIII		Texas		Auto Retail		1		6,779		August 2012		—		1,758		1,729		29		—		1,758
CVS III		Nevada		Pharmacy		1		12,941		August 2012		—		5,177		5,123		54		—		5,177
Dollar General XXIV		Various		Discount Retail		38		350,756		August, September, October & December 2012		—		44,496		42,904		1,592		—		44,496
Circle K II		Georgia		Gas/Convenience		1		3,745		August 2012		—		1,336		1,310		26		—		1,336
Dollar General XXV		Michigan		Discount Retail		5		45,994		August & October 2012		—		5,226		5,106		120		—		5,226
Dollar General XXVI		Various		Discount Retail		24		220,490		August 2012		—		25,954		25,447		507		—		25,954
Dollar General XXVII		Various		Discount Retail		3		28,618		August & September 2012		—		3,521		3,447		74		—		3,521
Family Dollar VII		Various		Discount Retail		3		25,500		September & October 2012		—		4,523		4,441		82		—		4,523
Dollar General XXVIII		Mississippi		Discount Retail		3		27,078		September 2012		—		3,201		3,129		72		—		3,201
Family Dollar VIII		Various		Discount Retail		2		16,033		September 2012		—		2,127		2,077		50		—		2,127
FedEx VIII		West Virginia		Freight		1		13,334		September 2012		—		4,417		4,369		48		—		4,417
Family Dollar IX		Mississippi		Discount Retail		2		16,640		September 2012		—		2,122		2,074		48		—		2,122
Krystal		Various		Restaurant		22		47,874		September 2012		—		28,487		27,889		598		—		28,487
Mattress Firm I		Texas		Specialty Retail		1		24,000		September 2012		—		1,901		1,871		30		—		1,901
Price Rite I		New York		Supermarket		1		42,100		September 2012		—		4,660		4,601		59		—		4,660
Circle K III		Ohio		Gas/Convenience		1		3,035		September 2012		—		2,182		2,152		30		—		2,182
FedEx IX		Various		Freight		3		53,263		September 2012		—		7,755		7,652		103		—		7,755
Citizens Bank II		Various		Retail Banking		34		150,854		September & December 2012		—		56,610		55,665		945		—		56,610

II-17

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)		Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Kum & Go		Various		Gas/Convenience		3		14,867		September & November 2012		—		9,805		9,696		109		—		9,805
Mattress Firm II		North Carolina		Specialty Retail		1		7,295		September 2012		—		2,495		2,463		32		—		2,495
Mattress Firm III		North Carolina		Specialty Retail		1		4,200		September 2012		—		1,231		1,206		25		—		1,231
Walgreens IX		Tennessee		Pharmacy		1		14,092		October 2012		—		4,111		4,070		41		—		4,111
O'Reilly Auto II		Wyoming		Auto Retail		1		7,000		October 2012		—		1,677		1,649		28		—		1,677
General Mills II		Indiana		Consumer Products		1		1,512,613		October 2012		16,555		40,101		56,333		323		—		56,656
Family Dollar X		Texas		Discount Retail		1		8,000		October 2012		—		971		946		25		—		971
Krystal II		Georgia		Restaurant		1		2,573		October 2012		—		1,060		1,035		25		—		1,060
NTB I		Missouri		Auto Services		1		12,244		October 2012		—		1,959		1,930		29		—		1,959
Rite Aid I		Ohio		Pharmacy		1		14,564		October 2012		—		4,595		4,552		43		—		4,595
Mattress Firm IV		Indiana		Specialty Retail		1		4,446		November 2012		—		1,217		1,192		25		—		1,217
CVS IV		New York		Pharmacy		1		10,153		November 2012		—		2,485		2,433		52		—		2,485
Walgreens X		Tennessee		Pharmacy		1		14,418		November 2012		—		3,841		3,795		46		—		3,841
Cracker Barrel I		Various		Restaurant		5		50,479		November 2012		—		19,183		18,960		223		—		19,183
Rite Aid II		Ohio		Pharmacy		1		14,564		November 2012		—		4,022		3,982		40		—		4,022
Rite Aid III		Ohio		Pharmacy		1		14,564		November 2012		—		3,441		3,404		37		—		3,441
Walgreens XI		Michigan		Pharmacy		1		15,120		November 2012		—		5,560		5,512		48		—		5,560
Family Dollar XI		Mississippi		Discount Retail		1		8,320		November 2012		—		921		898		23		—		921
AON Corporation		Illinois		Insurance		1		818,686		November 2012		—		150,490		149,480		1,010		—		150,490
7-Eleven I		Florida		Gas/Convenience		1		3,179		November 2012		—		3,000		2,853		147		—		3,000
Kum & Go II		Various		Gas/Convenience		4		15,760		November 2012		—		9,566		9,437		129		—		9,566
DaVita Dialysis I		Washington		Healthcare		1		187,612		November 2012		—		28,179		27,950		229		—		28,179
GE Aviation		Alabama		Aerospace		1		303,035		November 2012		—		36,446		36,233		213		—		36,446
Dollar General XXIX		Louisiana		Discount Retail		1		9,026		November 2012		—		1,066		1,041		25		—		1,066
Rubbermaid II		Kansas		Consumer Products		1		500,000		November & December 2012		—		18,501		18,381		120		—		18,501
Advance Auto IX		Various		Auto Retail		2		13,124		November 2012		—		3,040		2,933		107		—		3,040
Bojangles II		Various		Restaurant		3		10,921		November 2012		—		5,420		5,306		114		—		5,420
Tractor Supply IV		New Hampshire		Specialty Retail		1		19,097		November 2012		—		3,384		3,291		93		—		3,384
CVS V		Pennslyvania		Pharmacy		1		13,225		November 2012		—		5,475		5,353		122		—		5,475
Rite Aid IV		Various		Pharmacy		7		98,541		November 2012		—		24,427		24,096		331		—		24,427
Dollar General XXX		Arkansas		Discount Retail		2		18,126		December 2012		—		1,770		1,723		47		—		1,770
Mattress Firm V		South Carolina		Specialty Retail		1		4,000		December 2012		—		1,535		1,506		29		—		1,535
Family Dollar XII		Texas		Discount Retail		1		8,000		December 2012		—		1,197		1,169		28		—		1,197
Family Dollar XIII		Texas		Discount Retail		1		8,000		December 2012		—		878		852		26		—		878

II-18

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)			Cash Down Payment			Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
Citizens Bank III		Various		Retail Banking		30		160,672		December 2012		15,000			30,746			44,842		904		—		45,746
Hanesbrands I		North Carolina		Consumer Products		1		758,463		December 2012		—			28,972			28,785		187		—		28,972
Walgreens XII		Mississippi		Pharmacy		1		13,650		December 2012		—			5,252			5,204		48		—		5,252
Kum & Go III		Various		Gas/Convenience		3		14,874		December 2012		—			9,516			9,393		123		—		9,516
7-Eleven II		Virginia		Gas/Convenience		3		7,347		December 2012		—			2,581			2,484		97		—		2,581
Advance Auto X		Alabama		Auto Retail		1		7,000		December 2012		—			1,661			1,631		30		—		1,661
Advance Auto XI		West Virginia		Auto Retail		1		7,000		December 2012		—			1,436			1,408		28		—		1,436
Kum & Go IV		Iowa		Gas/Convenience		1		4,598		December 2012		—			3,071			3,030		41		—		3,071
Academy Sports I		Arkansas		Specialty Retail		1		71,680		December 2012		—			11,066			10,986		80		—		11,066
DaVita Dialysis II		Michigan		Healthcare		1		9,310		December 2012		—			2,455			2,414		41		—		2,455
Pantry G&C I		Various		Gas/Convenience		11		32,393		December 2012		—			34,645			34,235		410		—		34,645
DaVita Dialysis III		Texas		Healthcare		1		8,621		December 2012		—			2,294			2,253		41		—		2,294
Multi-Tenant mortgages												151,670			(151,670	)
						507		13,009,361			$	229,360		$	1,339,098		$	1,545,110	$	23,348	$	—	$	1,568,458
American Realty Capital Daily Net Asset Value Trust, Inc.:
Family Dollar		Mississippi		Discount Retail		2		16,000		January 2012	$	—	(2)	$	1,512		$	1,468	$	44	$	—	$	1,512
Dollar General		Illinois		Discount Retail		1		9,013		January 2012		—	(2)		1,008			985		23		—		1,008
Family Dollar II		Oklahoma		Discount Retail		1		8,320		January 2012		—	(2)		1,024			1,001		23		—		1,024
FedEx		New York		Freight		1		111,865		March 2012		14,625			5,504			19,937		192		—		20,129
Circle K		Arizona		Gas/Convenience		1		3,050		May 2012		—			2,096			2,065		31		—		2,096
Dollar General II		Indiana		Discount Retail		1		9,002		October 2012		—			1,223			1,182		41		—		1,223
Dollar General III		Texas		Discount Retail		1		9,014		December 2012		—			1,102			1,071		31		—		1,102
Multi-Tenant mortgages												1,530			(1,530	)
						8		166,264			$	16,155		$	11,939		$	27,708	$	386	$	—	$	28,094
American Realty Capital – Retail Centers of America, Inc.:
Liberty Crossing		Texas		Power Center		1		105,970		June 2012	$	16,200		$	5,768		$	21,798	$	170	$	—	$	21,968
San Pedro Crossing		Texas		Power Center		1		201,965		December 2012		31,065			2,135			32,926		274		—		33,200
						2		307,935			$	47,265		$	7,903		$	54,724	$	444	$	—	$	55,168
American Realty Capital Trust IV, Inc.:
Dollar General		Texas		Discount Retail		1		9,026		September 2012	$	—		$	1,180		$	1,136	$	44	$	—	$	1,180
FedEx-4 Pack		Various		Freight		3		73,828		October & December 2012		—			9,086			8,976		110		—		9,086
CVS		Pennslyvania		Pharmacy		1		10,125		October 2012		—			3,192			3,156		36		—		3,192
Dollar General II		Texas		Discount Retail		3		27,226		November 2012		—			3,489			3,357		132		—		3,489
Mattress Firm I		North Carolina		Specialty Retail		1		4,500		December 2012		—			2,729			2,694		35		—		2,729

II-19

(dollars in thousands)
Name	Location		Type of Propery		Number of Units		Total Rentable Square Feet		Date of Purchase		Mortgage Financing at Date of Purchase(1)		Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized			Total Acquisition Cost
Citizens Bank		Various		Retail Banking		29		140,502		December 2012		—		46,131		45,252		879		—			46,131
Family Dollar I		Mississippi		Discount Retail		2		16,000		December 2012		—		1,605		1,553		52		—	��		1,605
Dollar General III		Mississippi		Discount Retail		1		9,100		December 2012		—		1,086		1,057		29		—			1,086
Dollar General IV		Various		Discount Retail		5		48,536		December 2012		—		6,353		6,215		138		—			6,353
Family Dollar II		Texas		Discount Retail		1		8,000		December 2012		—		1,050		1,023		27		—			1,050
Family Dollar III		Illinois		Discount Retail		1		8,320		December 2012		—		770		744		26		—			770
Mattress Firm II		Utah		Specialty Retail		1		5,057		December 2012		—		2,415		2,382		33		—			2,415
						49		360,220			$	—	$	79,086	$	77,546	$	1,540	$	—		$	79,086
American Realty Capital Global Trust, Inc.:
McDonalds		UK		Restaurant		1		9,094		October 2012	$	1,219	$	1,575	$	2,592	$	202	$	—		$	2,794
						1		9,094			$	1,219	$	1,575	$	2,592	$	202	$	—		$	2,794

(1) Includes mortgage financing obtained subsequent to purchase.

(2) Financed by multi-tenant mortgages.

(3) Excludes $12.0 million investment made in joint venture with American Realty Capital New York Recovery REIT, Inc. for the purchase of real estate.

(4) Includes $8.9 million of short-term financing.

II-20

TABLE VI
ACQUISITIONS OF PROPERTIES BY NON-PUBLIC PROGRAMS

The table below presents information concerning the acquisition of properties from non-public programs from their inception to December 31, 2011, sponsored by our sponsor and its predecessor entities and affiliates, each of which is a public program.

(dollars in thousands)

Name	Location		Type of Property		Number of Units		Total Gross Leasable Space (Sq. ft.)		Date of Purchase		Mortgage Financing at Date of Purchase		Cash Down Payment		Contract Purchase Price Plus Acquisition Fee		Other Cash Expenditures Expensed		Other Cash Expenditures Capitalized		Total Acquisition Cost
ARC Income Properties, LLC  – Citizens Bank		Various		Bank Branches		62		303,130		July to August 2009	$	82,622	$	18,995	$	96,883	$	2,802		1,932	$	101,617
ARC Income Properties II, LLC – PNC Bank		New Jersey, Ohio, Pennsylvania		Bank Branches		50		275,436		November 2008		33,399		11,414		42,709		—		2,104		44,813
ARC Income Properties III, LLC – Home Depot		South Carolina		Distribution facility		1		465,600		November 2009		14,934 (2)		11,011		25,925		20		—		25,945
ARC Income Properties IV, LLC – Tractor Supply Stores		Louisiana, Texas		Retail		6		129,452		December 2010		16,460 (3)		4,780		21,240		—		—		21,240
ARC Growth Fund, LLC – Wachovia Bank(1)		Various		Bank Branches		52		229,544		July to December 2008		19,876		43,717		61,124		—		2,469		63,593
						171		1,403,162			$	167,291	$	89,917	$	247,881	$	2,822	$	6,505	$	257,208

(1) ARC Growth Fund, LLC mutually terminated the contractual agreement with Wachovia Bank, N.A. in March 2009, and has not acquired any vacant bank branches following this termination.

(2) Includes short-term financing from sponsor and affiliates of $0.4 million.

(3) Includes short-term financing from sponsor and affiliates of $0.7 million.

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, State of New York, on the 17^th day of April, 2013.

	AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC.
	By: /s/ Thomas P. D’Arcy THOMAS P. D’ARCY CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

NAME	CAPACITY	DATE
/s/ Thomas P. D’Arcy Thomas P. D’Arcy	Chief Executive Officer (Principal Executive Officer)	April 17, 2013
/s/ Edward M. Weil, Jr. Edward M. Weil, Jr.	President, Chief Operating Officer, Treasurer and Secretary	April 17, 2013
/s/ Brian S. Block Brian S. Block	Executive Vice President and Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)	April 17, 2013
/s/ Nicholas S. Schorsch Nicholas S. Schorsch	Chairman of the Board of Directors	April 17, 2013
/s/ William M. Kahane William M. Kahane	Director	April 17, 2013
* David Gong	Lead Independent Director	April 17, 2013
* Elizabeth K. Tuppeny	Independent Director	April 17, 2013
* Dr. Robert J. Froehlich	Independent Director	April 17, 2013
*By: /s/ Thomas P. D’Arcy Thomas P. D’Arcy Attorney-in-Fact

II-22

EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this registration statement on Form S-11 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.	Description
1.1(3)	Form of Exclusive Dealer Manager Agreement among American Realty Capital Healthcare Trust II, Inc., American Realty Capital Healthcare II Advisors, LLC and Realty Capital Securities, LLC.
1.2(3)	Form of Soliciting Dealer Agreement between Realty Capital Securities, LLC and the Soliciting Dealers.
3.1(3)	Articles of Amendment and Restatement for American Realty Capital Healthcare Trust II, Inc.
3.2(2)	Bylaws of American Realty Capital Healthcare Trust II, Inc.
4.1(3)	Form of Agreement of Limited Partnership of American Realty Capital Healthcare Trust II Operating Partnership, L.P.
5.1(3)	Opinion of Venable LLP
8.1(3)	Opinion of Proskauer Rose LLP as to tax matters.
10.1(3)	Form of Subscription Escrow Agreement among American Realty Capital Healthcare Trust II, Inc., UMB Bank, N.A. and Realty Capital Securities, LLC.
10.2(1)	Form of Advisory Agreement, by and among American Realty Capital Healthcare Trust II, Inc., American Realty Capital Healthcare Trust II Operating Partnership, L.P. and American Realty Capital Healthcare II Advisors, LLC
10.3(3)	Form of Property Management and Leasing Agreement, among American Realty Capital Healthcare Trust II, Inc., American Realty Capital Healthcare Trust II Operating Partnership, L.P. and American Realty Capital Healthcare II Properties, LLC
10.4(3)	Employee and Director Incentive Restricted Share Plan of American Realty Capital Healthcare Trust II, Inc.
10.5(3)	Valuation Services Agreement between American Realty Capital Healthcare Trust II, Inc. and Duff & Phelps, LLC
23.1(3)	Consent of Grant Thornton LLP
23.2(3)	Consent of Venable LLP (included in Exhibit 5.1)
23.3(3)	Consent of Proskauer Rose LLP (included in Exhibit 8.1)
24.1*	Power of Attorney for David Gong
24.2(3)	Power of Attorney for Elizabeth K. Tuppeny and Dr. Robert J. Froehlich

* Filed herewith.

(1) Filed as an exhibit to Pre-Effective Amendment No. 1 to our Registration Statement on Form S-11 filed with the SEC on December 6, 2012.

(2) Filed as an exhibit to Pre-Effective Amendment No. 2 to our Registration Statement on Form S-11 filed with the SEC on January 10, 2013.

(3) Filed as an exhibit to Pre-Effective Amendment No. 3 to our Registration Statement on Form S-11 filed with the SEC on February 7, 2013.

II-23