The Advisor and the Property Manager are wholly owned subsidiaries of, and the Dealer Manager is under common ownership with, our sponsor, AR Capital, LLC (the Sponsor), as a result of which they are related parties and each of which will receive compensation, fees and other expense 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, our financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to qualify and maintain our status as a REIT under the Internal Revenue Code (the Code). Nareit is the worldwide representative voice for REITs and publicly traded real estate companies with an interest in U.S. real estate and capital markets. a Delaware limited liability company. These may include office buildings, shopping malls, apartments, hotels, resorts, self-storage facilities, warehouses, and . (date of inception) to March 31, 2013. We have no employees. invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. We are subject to risks associated with the significant dislocations and liquidity disruptions that have recently ocurred in the credit markets of the United States of America. On April 4, 2013, the Company commenced its initial public . Conflicts of Interest for a description of the entities organized directly under our sponsor and those entities organized directly under RCAP Holdings, LLC. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. including changes in the fair market value of our assets, could result in our exceeding these limits. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO. Additionally, American Realty Capital Trust V Special Limited Partner, LLC (the Special Limited Partner), an entity wholly owned by AR Capital, LLC (the Sponsor), expects to contribute $2,020 to the OP in exchange for 90 OP Units, which will represent a nominal percentage of the We intend to acquire our assets with cash and mortgage or other debt, but we also may acquire assets free and clear of permanent mortgage or other indebtedness by paying the entire purchase price for the asset in cash or in units of limited The adoption of this guidance, which is related to disclosure only, did not have a material impact on our consolidated financial position, results of operations or cash flows. We purchased our first property and commenced active operations on April 29, 2013. The Advisor, Property Manager and Dealer Manager will receive fees during the offering, acquisition, operational and liquidation stages. The principal objective of such agreements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. The Company is responsible for offering and related costs from the IPO, 3. Additionally, we believe it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions which can change over time. The Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. Because the Advisor and Property Manager may waive certain fees, cash flow from operations that would have been paid to the Advisor and Property Manager may be available to pay distributions to stockholders. Our ability to generate working capital is dependent on our ability to attract and retain tenants and the economic and business environments of the various markets in which our properties are located. All paid and accrued acquisition fees and expenses In December 2011, the Financial Accounting Standards Board (FASB) issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The Company will reimburse the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average. A participating We have a limited operating history and the Advisor has limited experience operating a public company. The likelihood that a lessee will execute the renewal option will be determined by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. This charter limitation, however, does not apply to individual real estate assets or investments. See the organizational chart in this section below. See Table III, included in Appendix A attached hereto, for more information on prior performance of these programs., Our advisor and its officers, employees and affiliates engage in other business ventures and, as a result, their resources are not dedicated exclusively to our business. update disclosure relating to our exit strategy; update disclosure relating to our estimated use of proceeds; update disclosure relating to our investment objectives; update disclosure relating to our affiliates; update disclosure relating to our management compensation; update Appendix C-1Subscription Agreement and Appendix C-2Multi-Offering Subscription Agreement; and. However, FFO and modified funds from operations (MFFO), as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. statement on Form S-11, as amended (File No. In general, our review of recoverability will be based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. and/or waive fees and expense reimbursements if we have not generated sufficient cash flow from our operations and other sources to fund distributions. Following the earlier of our acquisition of at least $1.4 dates. Assuming we incur leverage up to 300% of our total net assets (as defined in our charter and in accordance with the NASAA REIT Guidelines) as of the date of any In general, our policy will be to pay distributions from cash flow from operations. 333-187092), as amended. [1] Notable publicly traded real estate investment trusts based in the United States include: Company Name. The board of consider more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect our operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring our properties and once our portfolio is in place. The capitalized below-market lease values will be Generally, we will fund our acquisitions from the net proceeds of our offering. AMERICAN REALTY CAPITAL TRUST V, INC. (N a m e of R e gi s t ra nt a s S pe c i fi e d In It s C ha rt e r) (N a m e of P e rs on(s ) F i l i ng P roxy S t a t e m e nt , i f ot he r t ha n t he R e gi s t ra nt ) . features of publicly registered, non-listed REITs, the Investment Program Association (IPA), an industry trade group, has. No change occurred in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the period from January 22, 2013 (date of inception) to March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. American Realty Capital Properties V, LLC (the Property Manager) will serve as the Company's property manager. FOR IMMEDIATE RELEASE . Filed pursuant to Rule 424(b)(3) Registration No. The Company has no employees. Distributions payments are dependent on the availability of funds. There were no such shares of common stock issued in lieu of cash during the period from January 22, 2013 (date of inception) to March 31, 2013. American Realty Capital Trust V, Inc. In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. These members share responsibility for overseeing key management functions, including general management, investing, asset management, financial reporting, legal and Once the proceeds from the IPO have been fully invested, the aggregate amount of acquisition fees shall not exceed 1.5% of the contract purchase price for all the assets acquired. that will be considered are the compensation to be paid to the successor advisor and any potential conflicts of interest that may occur., $8,850/$7,522,500 (or $16,091/ $13,677,273) assuming we incur our expected leverage of 45% set forth in our investment guidelines or $35,400/ $30,090,000 assuming the maximum leverage of 75% permitted by our charter). Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. Company profile page for American Realty Capital Trust Inc including stock price, company news, press releases, executives, board members, and contact information This limitation, however, will not apply to individual real estate assets or investments. 333-187092. Controlling interests in the dealer manager and the sponsors or co-sponsors of the American Realty Capital-sponsored investment programs are owned by Nicholas S. Schorsch and William M. Kahane. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of ongoing operations. After the first quarter following the earlier of our acquisition of at least $1.4 billion in total portfolio assets or April 4, 2015, the purchase price and repurchase price for our shares will be based on our net asset value (NAV). 4 will be delivered with the Prospectus, Supplement No. American Realty Capital Trust V to List on NYSE and Launch Concurrent Our management uses MFFO and the adjustments used to calculate it in order to evaluate our performance against other non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. The Company has a Share Repurchase Program (SRP) that enables stockholders to sell their shares to the Company. The Company received and accepted aggregate subscriptions in excess of the minimum $2.0 million, broke escrow and issued shares of common stock to the Company's initial investors who were admitted as stockholders. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate in this manner. Proceeds from our IPO will be applied to the investment in properties and the payment or reimbursement of selling commissions and other fees and expenses related to our IPO. However, pursuant to the advisory agreement, our advisor is required to devote sufficient resources to our administration to discharge its obligations.
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