On April 4, 2013, we commenced our IPO on a reasonable best efforts basis of up to 68.0 million shares of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts, pursuant to the Registration Statement on Form S-11, as amended (File No. NEW YORK, Sept. 5, 2013 /PRNewswire/ -- American Realty Capital Trust V, Inc. ("ARCT V") announced today that it is has assembled a combined asset portfolio of $2.2 billion as of August 31,. This is the first report required to be filed by Section 13 or 15(d) of the Securities and Exchange Act since that date. SEC) under the Securities Act of 1933, as amended. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). On April 4, 2013, the Company commenced its initial public offering (the IPO) on a reasonable best efforts basis of up to 68.0 million shares of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts, pursuant to a registration 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. Our Advisor may also defer, suspend Any of these distributions may reduce the amount of capital we ultimately invest in properties and other permitted investments and negatively impact the value of your investment. Should we engage the investment banking and capital markets division of our dealer manager in connection with our review of our liquidity American Realty Capital Trust V Makes First Two Acquisitions . This fee will be payable only upon the sale of assets, distributions or other event which results in the return on stockholders' capital exceeding distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured. the underlying restricted shares. of A m e ri c a n R e a l t y C a pi t a l Trus t V, Inc ., a M a ryl a nd c orpora t i on (t o be re na m e d A m e ri c a n F . Historical accounting for real estate involves the use of GAAP. At the time of listing, it will launch a tender offer to purchase up to $125 million of its . In February 2013, the FASB issued guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. Following the earlier of our acquisition of at least $1.4 We are obligated to pay substantial fees to our Advisor and its affiliates. aggregate OP ownership. Amounts allocated to land, land improvements, buildings and fixtures will be based on cost segregation studies performed by independent third-parties or on analysis of comparable properties in our portfolio. FFO and MFFO are not useful measures in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO or MFFO. We will fix our insourced acquisition expenses on an annual basis to 0.5% of the purchase price of our acquisitions (including our pro rata share of debt attributable to such our acquisitions) and 0.5% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment), subject to a reduction in such expenses for the following year in light of our annual market check. performance. NEW YORK, April 20, 2015 /PRNewswire/ -- American Realty Capital Trust V, Inc. ("ARCT V" or the "Company") today announced it has filed an application to list its common stock on the New York. dates. We may be deemed to be an investment company under the Investment Company Act of 1940, as amended, and thus subject to regulation under the Investment Company Act of 1940, as amended. including changes in the fair market value of our assets, could result in our exceeding these limits. MFFO has limitations as a performance measure in an offering such as ours where the price of a share of common stock is a stated value and there is no net asset value determination during the offering stage and for a period thereafter. 2 and Supplement No. 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. Due to the above factors and other unique We believe that, because MFFO excludes costs that we As of March 31, 2013, we had not commenced active operations. Realty Capital Securities, LLC (the Dealer Manager) serves as the dealer manager of the IPO. The value of customer relationship intangibles will be amortized to expense over the initial term and any renewal periods in the respective leases, but in no event will the amortization period for intangible assets exceed the remaining depreciable life of the building. Neither the Advisor nor any of its affiliates can earn both the subordination participation in the net proceeds and the subordinated listing distribution. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. Generally, we will fund our acquisitions from the net proceeds of our offering. The capitalized above-market lease intangibles will be amortized as a decrease to rental income over the remaining term of the lease. As of March 31, 2013, cumulative offering costs were $0.7 million. 1, Supplement No. Our advisor may assign the advisory agreement to an affiliate upon approval of a majority of our independent directors. Our FFO calculation complies with NAREIT's policy described above. 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 MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy, as currently intended. There were no restricted shares granted during the period from January 22, 2013 (date of inception) to March 31, 2013 and therefore, no restricted stock expense has been recorded in the Company's consolidated financial statements. Company profile page for American Realty Capital Trust Inc including stock price, company news, press releases, executives, board members, and contact information An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. 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. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Our Advisor evaluates potential acquisitions of real estate and real estate related assets and engages in negotiations with sellers and borrowers on our behalf. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO. The accretion of discounts and amortization of premiums on debt investments, unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in XBRL (eXtensible Business Reporting Language). American Finance Trust - Investor Alert - Galvin Legal, PLLC broker dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer manager fees) by such participating broker dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. Yes o No x. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. No reimbursements were incurred from the Advisor for providing services during the period from January 22, 2013 Our potential risks and uncertainties are presented in the section entitled Risk Factors, contained in the prospectus as supplemented and included in our Registration Statement on Form S-11 (File No. The purpose of this Supplement No. Substantially all of the Company's business will be conducted through American Realty Capital Operating Partnership V, L.P. (the OP), a Delaware limited partnership. fluctuations. American Assets Trust: ABR: Arbor Realty Trust, Inc. ACR: ACRES Commercial Realty Corp. ADC: . Company's general and administrative costs. As a result, our executive officers, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor's compensation arrangements with us and other investment programs advised by American Realty Capital affiliates and conflicts in allocating time among these investment programs and us. cumulative, pre-tax, non-compounded return on their capital contributions. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes in order to maintain the value disclosed. Starwood Property Trust ( STWD, $25.44) has a $21 billion loan portfolio, making it the largest mortgage REIT in the U.S . Holders of restricted shares may receive cash distributions prior to the time that the restrictions on FOR IMMEDIATE RELEASE . However, pursuant to the advisory agreement, our advisor is required to devote sufficient resources to our administration to discharge its obligations. The Company cannot assure. Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way. As of March 31, 2013, the aggregate value of all share issuances and subscriptions of common stock outstanding was $0.2 million based on a per share value of $25.00. There are no established limits on the amounts of net proceeds and borrowings that we may use to fund such distribution payments. 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. As of March 31, 2013, the Company had 8,888 shares of common stock outstanding and had received total proceeds of $0.2 million. 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 20.0% per annum. 2, dated April 25, 2013, or Supplement No. NEW YORK, March 9, 2015 /PRNewswire/ -- American Realty Capital Global Trust, Inc. ("Global Trust" or the "Company") today announced that it intends to file an application to list its. REITs are subject to a number of other organizational and operational requirements. The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this Quarterly Report on Form 10-Q. The Company will fund repurchases from proceeds from the sale of common stock. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net Applicable commissions and fees will be added to the per share price for shares offered in the IPO but not for shares pursuant to the DRIP. Until required for the acquisition or operation of assets or used for distributions, we will keep the net proceeds of our offering in short-term, low risk, highly liquid, interest-bearing investments. The Dealer Manager will receive fees and compensation in connection with the sale of the Company's common stock. We would not hold or issue these derivative contracts for trading or speculative purposes. American Realty Capital Trust V, Inc. In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. See definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. 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. received on the Company's common stock; such distributions will be in addition to the incentive fees the Advisor and its affiliates may receive from the Company, including, without limitation, the annual subordinated performance fee and the subordinated participation in net sales proceeds, the subordinated incentive listing distribution or the subordinated distribution upon termination of the advisory agreement, as applicable. As of March 31, 2013, the Company had not reached such threshold, purchased any properties or earned any income. Advisory Agreement, dated as of April 4, 2013, by and among the Company, American Realty Capital Operating Partnership V, L.P. and American Realty Advisors V, LLC, Property Management and Leasing Agreement, dated as of April 4, 2013, by and among the Company, American Realty Capital Operating Partnership V, L.P. and American Realty Capital Properties V, LLC, Employee and Director Incentive Restricted Share Plan of the Company, Valuation Services Agreement between the Company and Duff & Phelps, LLC, dated April 4, 2013, Form of Restricted Share Award Agreement Pursuant to the Employee and Director Incentive Restricted Share Plan of the Company, Amended and Restated Agreement for Purchase and Sale of Real Property, dated July 2, 2012, by and between Ladder Capital Finance LLC and RSBR Investments, LLC, RBA Investments, LLC and Overland Properties, LLC, Assignment and Assumption of Amended and Restated Agreement for Purchase and Sale, dated July 19, 2012, by and between Ladder Capital Finance LLC and AR Capital, LLC, First Amendment to Assignment and Assumption of Amended and Restated Agreement for Purchase and Sale, dated July 26, 2012, by and between Ladder Capital Finance LLC, AR Capital, LLC and Commonwealth Land Title Insurance Corporation, First Amendment to Amended and Restated Agreement for Purchase and Sale, dated August 21, 2012, by and among, RSBR Investments, LLC, RBA Investments, LLC and Overland Properties, LLC and AR Capital, LLC. to that of non-listed REITs that have completed their acquisition activities and have similar operating characteristics as us. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. As used herein, the terms Company, we, our and us refer to American Realty Capital Trust V, Inc., a Maryland corporation, including, as required by context, American Realty Capital Operating Partnership V, L.P., a Delaware limited partnership, which we refer to as the OP, and its subsidiaries. Applicable commissions and fees will be added to the per share price for shares offered in the IPO but not for shares pursuant to the DRIP. Furthermore, we will limit our third party acquisition expenses (including both those third party acquisition expenses that we pay directly and those third party acquisition expenses for which we reimburse our advisor) on an annual basis to 0.5% of the purchase price of our acquisitions indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Since many leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable, and include in revenues, unbilled rent receivables that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. We may directly pay third parties for third party acquisition expenses, and our advisor or its affiliates may incur expenses for third party services, in each case from time to time. As provided in Rule 406T of Regulation S-T, this information in furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. We will also consider information obtained about each property as a result of pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. These significant accounting estimates and critical accounting policies include: Offering and related costs include all expenses incurred in connection with our IPO. Yes x No o. In addition, it is expected that the Dealer Manager will receive up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer-manager fee. 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 MFFO that excludes such costs and expenses would only be comparable. Furthermore, our transfer agent will be responsible for supervising third party service providers who may, at times, be responsible for These assessments have a direct impact on net income because if the expected useful lives of investments in real estate were shortened, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. Under our charter, the maximum amount of our total indebtedness shall not exceed 300% of our total net assets (as defined by the North American Securities Administrators Association Statement of Policy Regarding Real Estate Investment Trusts, (the NASAA REIT Guidelines)) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments; however, we may exceed that limit if approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such Potential future sources of capital include secured or unsecured financings from banks or other lenders, establishing additional lines of credit, proceeds from the sale of properties and undistributed cash flow.
