Filed Pursuant to Rule 424(b)(3)
Registration No. 333-190698

AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.
 
SUPPLEMENT NO. 8, DATED NOVEMBER 23, 2015,
TO THE PROSPECTUS, DATED APRIL 28, 2015

This prospectus supplement, or Supplement No. 8, is part of the prospectus of American Realty Capital Hospitality Trust, Inc., or the Company, dated April 28, 2015, or the Prospectus, This Supplement No. 8 supplements, modifies, supersedes and replaces certain information contained in the Prospectus and should be read in conjunction with the Prospectus. This Supplement No. 8 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 purposes of this Supplement No. 8 are to, among other things:

OPERATING INFORMATION

Status of the Offering

We commenced our reasonable best efforts initial public offering of up to 80.0 million shares of common stock on January 7, 2014 (excluding shares to be issued under the distribution reinvestment plan, or DRIP). On February 3, 2014, we satisfied the general escrow conditions of our initial public offering of common stock and 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 AR Capital, LLC, the parent of our sponsor, in the amount of $0.5 million at a purchase price of $22.50 per share. On June 30, 2014, we received and accepted aggregate subscriptions in excess of $20.0 million in shares of common stock and broke escrow in Ohio and Washington. On September 12, 2014, we received and accepted aggregate subscriptions in excess of $100.0 million in shares of common stock and broke escrow in Pennsylvania. Thus, since September 12, 2014, we have been accepting subscriptions from residents of all states.

On November 15, 2015, our board of directors, on the advice of our advisor, authorized the suspension of our initial public offering effective December 31, 2015. The DRIP and our share repurchase program will remain in place following this suspension. On November 18, 2015, the dealer manager notified us that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for our initial public offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume the offering, if at all.

If the dealer manager resumes sales activities and our initial public offering is resumed, we will continue to offer shares of our common stock until January 7, 2016, unless the offering is extended in accordance with the Prospectus, provided that the offering will be terminated if all 80.0 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).

Pending Acquisitions

During June 2015, we entered into a series of agreements, which we refer to collectively as the Pending Acquisitions, to acquire an aggregate of 44 hotels from three different independent parties for, based on amendments to date, an aggregate contract purchase price of $739.8 million. In October and November 2015, we completed the first two closings pursuant to the Pending Acquisitions for aggregate closing consideration of $198.7 million, and we are scheduled to complete the remaining acquisitions in six separate closings during the fourth quarter of 2015 and the first quarter of 2016. Through November 15, 2015, we have made approximately $61.9 million in deposits with respect to the closings that have not yet occurred funded with proceeds from this offering. We expect to fund the remaining consideration due at the applicable closings with a combination of proceeds from this offering and mortgage debt financing. On November 15, 2015, we suspended this offering effective December 31, 2015, and, on November 18, 2015, the dealer manager suspended sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume this offering, if at all.

We have entered into a term loan agreement pursuant to which we can incur up to $450 million in additional debt funded on a delayed draw basis in up to 11 advances and secured by mortgages on the hotels to be acquired. Through November 2, 2015, we had incurred $122.8 million in debt pursuant to two advances under the related term loan agreement. Each advance is subject to customary funding conditions and there can be no assurance that all, or any, of the remaining advances will be funded.

Our failure to obtain the funds required to complete the Pending Acquisitions, through proceeds from this offering, advances under the term loan agreement or from another source, could cause us to default under the related agreements and, as a result, forfeit all or a part of the $61.9 million in aggregate deposits made but not yet used through November 2, 2015. There can be no assurance with respect to whether we will be able to obtain such funds, on favorable terms or at all, or whether any or all of the Pending Acquisitions will be completed on the currently contemplated terms, other terms or at all.

Sponsor Transactions

On November 9, 2015, AR Capital, LLC, or ARC, the parent of our sponsor, advised us that ARC and Apollo Global Management, LLC (NYSE: APO), which we refer to together with its consolidated subsidiaries as Apollo, have mutually agreed to terminate an agreement, dated as of August 6, 2015, pursuant to which Apollo would have purchased a controlling interest in a newly formed company that would have owned a majority of the ongoing asset management business of ARC, including our advisor and our sponsor. The termination has no effect on our current management team.

Also on November 9, 2015, RCS Capital Corporation, or RCS Capital, the parent of our dealer manager and a company under common control with ARC, and Apollo announced that they have mutually agreed to amend an agreement, dated as of August 6, 2015, pursuant to which RCS Capital will sell its wholesale distribution business, including our dealer manager, to an affiliate of Apollo. This transaction is subject to customary closing conditions and regulatory approvals and is expected to close early in the first quarter of 2016. The other subsidiaries of RCS Capital that provide services to us will remain as subsidiaries of RCS Capital.

Shares Currently Available for Sale

As of October 31, 2015, there were approximately 33.8 million shares of our common stock outstanding. As of October 31, 2015, there were approximately 46.8 million shares of our common stock available for sale in our primary offering.

Use of Proceeds

Through September 30, 2015, we have received $749.6 million in gross proceeds from our primary offering, which we have used as follows: (i) $72.0 million to pay selling commissions and dealer manager fees to our dealer manager; (ii) $18.5 million to pay other offering expenses to our advisor; (iii) $46.7 million to pay acquisition fees, acquisition cost reimbursements, and financing coordination fees to our advisor; (iv) $27.1 million to pay distributions to our stockholders; (v) $220.7 million to fund part of the purchase price of a portfolio of 116 hotels acquired in February 2015; (vi) $155.6 million in repayments of debt and redemptions of preferred equity interests; (vii) $73.1 million in deposits related to Pending Acquisitions; (viii) $20.0 million to fund capital expenditures; and (ix) $6.1 million to pay advisory and other service fees to our dealer manager and its affiliates.

Status of Distributions

On February 3, 2014, our board of directors authorized, and we declared, distributions payable to stockholders of record each day during the applicable month equal to $0.00465753425 per day, or $1.70 per annum, per share of common stock. The distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month.

The following table shows the sources for the payment of distributions to common stockholders for the three and nine months ended September 30, 2015 (in thousands):

		Three Months Ended September 30,																Nine Months Ended September 30,
		2015								2014								2015								2014
Distributions:
Distributions paid in cash directly to stockholders		$	5,679							$	438							$	12,164							$	500
Distributions reinvested in common stock issued under the DRIP			5,451								281								11,417								301
Total distributions		$	11,130							$	719							$	23,581							$	801
Source of distribution coverage:
Cash flows provided by operations		$	—				—	%		$	438				60.9	%		$	—				—	%		$	438				54.7	%
Offering proceeds from issuance of common stock			5,679				51.0	%			—				—	%			12,164				52	%			62				7.7	%
Offering proceeds reinvested in common stock issued under DRIP			5,451				49.0	%			281				39.1	%			11,417				48	%			301				37.6	%
Total sources of distributions		$	11,130				100	%		$	719				100	%		$	23,581				100	%		$	801				100.0	%
Cash flows provided by (used in) operations (GAAP)		$	19,227							$	853							$	3,305							$	(3,033	)
Net income (loss) (GAAP)		$	(4,928	)						$	(3,549	)						$	(44,472	)						$	(8,913	)

The following table compares cumulative distributions paid to cumulative net income and cash flow from operations (each as calculated in accordance with GAAP) and funds from operations, or FFO, for the period from July 25, 2013 (date of inception) through September 30, 2015 (in thousands):

		For the Period from July 25, 2013 (date of inception) to September 30, 2015
Distributions paid:
Common stockholders in cash (including distributions reinvested in DRIP)		$	27,049
Total distributions paid		$	27,049
Reconciliation of net loss:
Revenues		$	356,039
Acquisition and transaction related			(50,013	)
Depreciation and amortization			(49,234	)
Other operating expenses			(242,929	)
Other non-operating expenses			(68,296	)
Income tax			(4,886	)
Net loss (in accordance with GAAP)		$	(59,319	)
Cash flows used in operations		$	(6,346	)
FFO		$	(9,729	)

For the period from our inception, on July 25, 2013, through September 30, 2015, we did not generate positive cash flows from operations, calculated in accordance with GAAP. As shown in the table above, we funded distributions with proceeds from our offering, including proceeds from our offering from our DRIP. To the extent we pay distributions in excess of cash flows provided by operations, your investment may be adversely impacted. Since inception, we have not generated positive FFO.

Compensation Paid to Sponsor and its Affiliates

Set forth below is a summary of the most significant fees and expenses that we have incurred as well as paid or reimbursed to our sponsor and its affiliates, including our advisor and our dealer manager, during the three and nine months ended September 30, 2015 (in thousands). During the period from our inception on

July 25, 2013 through September 30, 2015, the amount of compensation, fees, distributions and expense reimbursements that we paid or reimbursed to our sponsor and its affiliates, including our advisor and our dealer manager, was $157.8 million as set forth in more detail below. In addition, as of September 30, 2015, $4.2 million was accrued and unpaid. There have been no fees incurred that were forgiven by our sponsor or its affiliates as of September 30, 2015.

		Incurred for Three Months Ended September 30, 2015				Incurred for Nine Months Ended September 30, 2015				Incurred from Period from July 25, 2013 (inception) through September 30, 2015				Payable as of September 30, 2015
Commissions and fees from our dealer manager		$	13,289			$	47,914			$	72,013			$	241
Compensation and reimbursement and expenses for services provided by our advisor and its affiliates			4,045				13,979				18,538				436
Acquisition fees to our advisor			—				27,203				28,801				—
Acquisition cost reimbursements			—				1,808				1,808				—
Financing coordination fees from our advisor			3,375				15,254				16,069				—
Management fees and reimbursable expenses to our property manager and sub-property manager			4,686				11,564				14,405				3,527
Transaction fees and expenses to our dealer manager and RCS Advisory Services, LLC			—				—				5,270				—
Advisory and investment banking fee to our dealer manager			115				345				805				—
Total		$	25,510			$	118,067			$	157,709			$	4,204

Share Repurchase Program

During the fiscal year ended December 31, 2014, we received no requests to repurchase shares of our common stock pursuant to our share repurchase program. During the period from January 1, 2015 through September 30, 2015, we received 26 requests to repurchase an aggregate of 39,253 shares of our common stock pursuant to our share repurchase program. During the period from January 1, 2015 through September 30, 2015, we funded five of these requests with respect to an aggregate of 9,402 shares of our common stock at an average price per share of $24.67 for a total of $0.2 million in the aggregate with proceeds from our initial public offering.

PROSPECTUS UPDATES

Cover Page

The following disclosure hereby replaces the second, third and fourth bullets on the cover page of the Prospectus.

The following disclosure hereby replaces the second to last bullet on the cover page of the Prospectus.

Investor Suitability Standards

The following disclosure hereby replaces the Investor Suitability Standard for Kansas on page ii of the Prospectus.

“Kansas

The following disclosure hereby replaces the Investor Suitability Standard for Nebraska on page ii of the Prospectus.

“Nebraska

Cautionary Note Regarding Forward-Looking Statements

The following disclosure is hereby added as the second bullet point under the heading “Cautionary Note Regarding Forward-Looking Statements” on page v of the Prospectus.

The following disclosure hereby replaces in their entirety the last five paragraphs under the heading “Cautionary Note Regarding Forward-Looking Statements” on pages vi-vii of the Prospectus.

““Hilton,” “Hampton Inn,” “Hampton Hotels,” “Homewood Suites,” “Embassy Suites,” “DoubleTree,” and “Hilton Garden Inn” are each a registered trademark of Hilton Worldwide or one of its affiliates. All references below to “Hilton” mean Hilton Worldwide and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Hilton is not responsible for the content of this prospectus, whether relating to hotel information, operating information, financial information, Hilton’s relationship with our company or its affiliates, or otherwise. Hilton is not involved in any way, whether as an “issuer” or “underwriter” or otherwise, in the offering by our company and receives no proceeds from the offering. Hilton has not expressed any approval or disapproval regarding this prospectus or the offering related to this prospectus, and the grant by Hilton of any franchise or other rights to our company or its affiliates shall not be construed as any expression of approval or disapproval. Hilton has not assumed, and shall not have, any liability in connection with this prospectus or the offering related to this prospectus.

“Westin” is a registered trademark of Starwood Hotels & Resorts Worldwide or one of its affiliates. All references below to “Starwood” mean Starwood Hotels & Resorts Worldwide and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Starwood is not responsible for the content of this prospectus, whether relating to hotel information, operating information, financial information, Starwood’s relationship with our company or its affiliates, or otherwise. Starwood is not involved in any way, whether as an “issuer” or “underwriter” or otherwise, in the offering by our company and receives no proceeds from the offering. Starwood has not expressed any approval or disapproval regarding this prospectus or the offering related to this prospectus, and the grant by Starwood of any franchise or other rights to our company or its affiliates shall not be construed as any expression of approval or disapproval. Starwood has not assumed, and shall not have, any liability in connection with this prospectus or the offering related to this prospectus.

“Courtyard by Marriott,” “Fairfield Inn,” “Fairfield Inn & Suites,” “TownePlace Suites,” “SpringHill Suites” and “Residence Inn” are each a registered trademark of Marriott International, Inc. or one of its affiliates. All references below to “Marriott” mean Marriott International, Inc. and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Marriott is not responsible for the content of this prospectus, whether relating to hotel information, operating information, financial information, Marriott’s relationship with our company and its affiliates or otherwise. Marriott is not involved in any way, whether as an “issuer” or “underwriter” or otherwise, in the offering by our company and receives no proceeds from the offering. Marriott has not expressed any approval or disapproval regarding this prospectus or the offering related to this prospectus, and the grant by Marriott of any franchise or other rights to our company shall not be construed as any expression of approval or disapproval. Marriott has not assumed, and shall not have, any liability in connection with this prospectus or the offering related to this prospectus.

“Hyatt Place” is a registered trademark of Hyatt Hotels Corporation or one of its affiliates. All references below to “Hyatt” mean Hyatt Hotels Corporation and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Hyatt is not responsible for the content of this prospectus, whether relating to hotel information, operating information, financial information, Hyatt’s relationship with our company or its affiliates, or otherwise. Hyatt is not involved in any way, whether as an “issuer” or “underwriter” or otherwise, in the offering by our company and receives no proceeds from the offering. Hyatt has not expressed any approval or disapproval regarding this prospectus or the offering related to this prospectus, and the grant by Hyatt of any franchise or other rights to our company or its affiliates shall not be construed as any expression of approval or disapproval. Hyatt has not assumed, and shall not have, any liability in connection with this prospectus or the offering related to this prospectus.

“Holiday Inn,” “Holiday Inn Express,” and “Staybridge Suites” are each a registered trademark of Intercontinental Hotels Group or one of its affiliates. All references below to “Intercontinental” mean Intercontinental Hotels Group and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Intercontinental is not responsible for the content of this prospectus, whether relating to hotel information, operating information, financial information, Intercontinental’s relationship with our company or its affiliates, or otherwise. Intercontinental is not involved in any way, whether as an “issuer” or “underwriter” or otherwise, in the offering by our company and receives no proceeds from the offering. Intercontinental has not expressed any approval or disapproval regarding this prospectus or the offering related to this prospectus, and the grant by Intercontinental of any franchise or other rights to our company or its affiliates shall not be construed as any expression of approval or disapproval. Hyatt has not assumed, and shall not have, any liability in connection with this prospectus or the offering related to this prospectus.”

Prospectus Summary

The following disclosure hereby replaces the disclosure under the heading “What is American Realty Capital Hospitality Trust, Inc.?” on pages 1 – 2 of the Prospectus.

“What is American Realty Capital Hospitality Trust, Inc.?

We are a Maryland corporation incorporated on July 25, 2013, that qualified as a REIT commencing with our taxable year ended December 31, 2014. We invest in lodging properties in the midscale limited service, extended stay, select-service, upscale select-service and upper-upscale full-service segments within the hospitality sector.

We are one of 15 publicly offered, non-traded REITs that are, or have been, sponsored or co-sponsored by the parent of our sponsor, including: Phillips Edison Grocery Center REIT, Inc., a Maryland corporation organized as Phillips Edison — ARC Shopping Center REIT Inc. on October 13, 2009, or PECO; American Realty Capital — Retail Centers of America, Inc., a Maryland corporation organized on July 29, 2010, or ARC RCA; American Realty Capital Daily Net Asset Value Trust, Inc., a Maryland corporation organized on September 10, 2010, or ARC DNAV; Healthcare Trust, Inc., a Maryland corporation organized as American Realty Capital Healthcare Trust II, Inc. on October 15, 2012, or HTI; Realty Finance Trust, Inc., a Maryland corporation organized on November 15, 2012, or RFT; American Finance Trust, Inc., a Maryland corporation organized as American Realty Capital Trust V, Inc. on January 22, 2013, or AFIN; Phillips Edison Grocery Center REIT II, Inc., a Maryland corporation organized as Phillips Edison — ARC Grocery Center REIT II, Inc. on June 5, 2013, or PECO II; United Development Funding Income Fund V, a Maryland corporation organized on October 1, 2013, or UDF V; American Realty Capital New York City REIT, Inc., a Maryland corporation organized on December 19, 2013, or ARC NYCR; American Realty Capital Global Trust II, Inc., a Maryland corporation organized on April 23, 2014, or ARC Global II; American Realty Capital — Retail Centers of America II, Inc., a Maryland corporation organized on April 23, 2014, or ARC RCA II; American Realty Capital Healthcare Trust III, Inc., a Maryland corporation organized on April 24, 2014, or ARC HT III; American Realty Capital New York City REIT II, Inc., a Maryland corporation organized on July 1, 2014, or ARC NYCR II and Retail Credit Property Trust, Inc., a Maryland corporation organized on July 13, 2015, or RCPT. Additionally, the parent of our sponsor is the sponsor of two New York Stock Exchange-listed REITs, New York REIT, Inc. (formerly American Realty Capital New York Recovery REIT, Inc.), or NYRT, and Global Net Lease, Inc. (formerly American Realty Capital Global Trust, Inc., or GNL. The parent of our sponsor is also the co-sponsor of two business development companies, Business Development Corporation of America, a Maryland corporation organized on May 5, 2010, or BDCA, and Business Development Corporation of America II, a Maryland corporation organized on April 17, 2014, or BDCA II, and a non-traded oil and gas limited partnership, American Energy Capital Partners — Energy Recovery Program, LP, a Delaware limited partnership organized on October 30, 2013, or AERP. An American Realty Capital company also advises BDCA Venture Inc., a business development company organized as a Maryland corporation on May 9, 2008 and listed on the NASDAQ Capital Market since December 2011. For additional information concerning these other programs sponsored by the parent of our sponsor, see “Conflicts of Interest.”

Our executive offices are located at 405 Park Avenue, 14^th Floor, New York, New York 10022. Our telephone number is 212-415-6500, our fax number is 212-421-5799 and the e-mail address of our investor

relations department is investorservices@americanrealtycap.com. Additional information about us and our affiliates may be obtained at www.americanrealtycap.com, but the contents of that site are not incorporated by reference in or otherwise a part of this prospectus.

We are externally advised by our advisor which conducts substantially all of our operations and manages our portfolio of real estate investments. We have no paid employees.”

The following disclosure hereby replaces the disclosure under the heading “How many real estate investments do you currently own and in what type of assets do you expect to invest?” on page 3 of the Prospectus.

“How many real estate investments do you currently own and in what type of assets do you expect to invest?

On March 21, 2014, we acquired fee simple, leasehold or joint venture interests in six hotels, which we refer to as the Barceló Portfolio, for an aggregate contract purchase price of $110.1 million, exclusive of closing costs. On February 27, 2015, we acquired the Grace Portfolio. The aggregate contract purchase price of the Grace Portfolio was approximately $1.8 billion, exclusive of closing costs. During June 2015, we entered into a series of agreements, which we refer to collectively as the Pending Acquisitions, to acquire an aggregate of 44 hotels from three different independent parties for an aggregate contract purchase price of $739.8 million. On October 15, 2015, we completed the first closing pursuant to the Pending Acquisitions and acquired ten hotels for an aggregate purchase price of $150.1 million, exclusive of closing costs. On November 2, 2015, we completed the second closing pursuant to the Pending Acquisitions and acquired two hotels for an aggregate purchase price of $48.6 million, exclusive of closing costs. The remainder of the hotels are scheduled to be purchased in six separate closings during the fourth quarter of 2015 and the first quarter of 2016, although we have certain rights to postpone all but one of the closings. Through November 2, 2015, we have made approximately $61.9 million in deposits related to the closings that have not yet occurred funded with proceeds from this offering, and we expect to fund the remaining consideration, all of which is due at the applicable closing, with a combination of proceeds from this offering and mortgage debt financing. On November 15, 2015, we suspended this offering effective December 31, 2015, and, on November 18, 2015, the dealer manager suspended sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume this offering, if at all.

We have acquired and intend to continue acquiring lodging properties in the midscale limited service, extended stay, select-service, upscale select-service, and upper-upscale full-service segments within the hospitality sector. Full-service hotels generally provide a full complement of guest amenities including restaurants, concierge and room service, porter service or valet parking. Select-service and limited-service hotels typically do not include these amenities. Extended-stay hotels generally offer high-quality, residential style lodging with an extensive package of services and amenities for extended-stay business and leisure travelers. We will have no limitation as to the brand of franchise or license with which our properties will be associated. We may, in the future, continue to acquire additional hotels located throughout the United States. We may also acquire additional hotels in Canada.

The hotels in our existing portfolio are located in 32 states, operating under leading franchise brands with Hilton, Marriott, Hyatt, Intercontinental and Starwood, and comprise a total of 16,345 rooms. The hotels expected to be acquired in the Pending Acquisitions are located in 13 states, operating under leading franchise brands with Hilton, Marriott, Hyatt, Intercontinental and Starwood, and comprise a total of 3,850 rooms.

See “Description of Real Estate Investments” for detailed information.”

The following disclosure replaces the disclosure under the heading “What is the experience of your sponsor?” on page 3 of the Prospectus.

“Who is your sponsor?

American Realty Capital IX, LLC, or our sponsor, is directly or indirectly controlled by William M. Kahane, the executive chairman of our board of directors, and Nicholas S. Schorsch. Messrs. Kahane and Schorsch have each been active in the structuring and financial management of commercial real estate

investments for over 25 years. Our sponsor wholly owns our advisor and is the owner, directly or indirectly, of 95% of our property manager and 60% of our sub-property manager.

The following disclosure hereby replaces the disclosure under the heading “Who are your property manager and your sub-property manager and what are their responsibilities?” on page 4 of the Prospectus.

“Who are your property manager and your sub-property manager and what are their responsibilities?

American Realty Capital Hospitality Properties, LLC, or our property manager, is a Delaware limited liability company which was formed on August 13, 2013. The parent of our sponsor, AR Capital, LLC, indirectly owns 95% of the membership interests in our property manager and Mr. Mehlman, our chief executive officer and president, directly owns the other 5% of the membership interests in our property manager. The parent of our sponsor, AR Capital, LLC, directly owns 60% of the membership interests in our sub-property manager and Barceló Crestline Corporation, the former owner of the Barceló Portfolio, directly owns 40% of the membership interests.

We, directly or indirectly through our taxable REIT subsidiaries, enter into agreements with our property manager, which, in turn, engages our sub-property manager or a third-party sub-property manager to manage our hotel properties. These agreements are intended to be coterminous, meaning that the term of our agreement with our property manager is the same as the term of our property manager’s agreement with the applicable sub-property manager for the applicable hotel properties.

Our sub-property manager is responsible for managing certain of our lodging and other hospitality properties, overseeing our properties’ compliance with corporate hotel branding and, from time to time, making certain determinations relating to the renovation of such properties and receives property management fees and other fees, as agreed, for such services.

We also have retained third-party sub-property managers to perform similar functions with respect to certain of our other lodging and other hospitality properties.

For hotels that are managed by our sub-property manager, our management agreements with our property manager and our property manager’s related agreements with our sub-property manager have a 20-year term, renewing automatically for three five-year terms unless either party provides advance notice of non-renewal, and are generally only terminable by us prior to expiration for cause, including performance-related reasons.

For hotels that are managed by a third-party sub-property manager, our management agreements with our property manager and our property manager’s related agreements with the applicable third party sub-property manager generally have an initial term of approximately one to five years, renewable at our option for one-year terms, and are generally terminable by us at any time subject to 60 – 90 days’ notice.

For their services under these hotel management agreements, our property manager and either our sub-property manager or a third-party sub-property manager share a base management fee and are also, in some cases, eligible to receive an incentive management fee if hotel operating profit exceeds certain thresholds. See “Management Compensation — Property Management Fees — Our Sub-Property Manager or a Third-Party Sub Property Manager.”

Through November 2, 2015, 64 of the hotel assets we have acquired are managed by our sub-property manager and 70 of the hotels assets we have acquired are managed by third-party sub-property managers.

Our sub-property manager is managed by two officers: James Carroll and Pierre Donahue. Collectively, Messrs. Carroll and Donahue have 29 years of experience in the hospitality industry. These officers are subject to the oversight of our sub-property manager’s board of managers, which includes Nicholas S. Schorsch, William M. Kahane and Simón Pedro Barceló Vadell. Messrs. Schorsch and Kahane control AR Capital, LLC. For a more detailed discussion about our property manager and our sub-property manager, see “Management — General — The Property Manager and The Sub-Property Manager.””

The following disclosure hereby replaces the second, third and fourth bullet points under the heading “Are there any risks involved in an investment in your shares?” on pages 4 – 5 of the Prospectus.

The following disclosure hereby replaces the second to last bullet points under the heading “Are there any risks involved in an investment in your shares?” on page 5 of the Prospectus.

The following disclosure hereby replaces the disclosure under the heading “Do you use leverage?” on pages 6 – 7 of the Prospectus.

“Do you use leverage?

Yes. We believe that the careful use of debt will help us to achieve our diversification goals because we will have more funds available for investment. We have financed the acquisition of all of the hotel properties we currently own with a combination of secured and unsecured borrowings, and all but one of our hotel properties are currently serving as collateral under mortgage loans.

Under our charter, the maximum amount of our total indebtedness may not exceed 300% of our total “net assets” (as defined in our charter) 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 such excess is approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following that borrowing along with justification for exceeding such limit. This charter limitation, however, does not apply to individual real estate assets or investments. In any event, we expect that our secured and unsecured borrowings will be reasonable in relation to the net value of our assets and will be reviewed by our board of directors at least quarterly.

Prior to our entry into an agreement to acquire the Grace Portfolio in May 2014 and our entry into the term loan agreement related to the Pending Acquisitions Mortgage Debt in August 2015, a majority of our independent directors waived the total portfolio leverage requirement of our charter with respect to the acquisition of the Grace Portfolio and the incurrence of the Pending Acquisitions Mortgage Debt should such total portfolio leverage exceed 300% of our total “net assets” (as defined in our charter) upon the acquisition of the Grace Portfolio or the incurrence of the Pending Acquisitions Mortgage Debt. We funded part of the purchase price of the Grace Portfolio by assuming $903.9 million in existing mortgage and mezzanine indebtedness collateralized by 96 of the 116 hotels in the Grace Portfolio, which we also refer to as the Assumed Grace Indebtedness, incurring $227.0 million in new mortgage financing secured by the remaining 20 hotels and one of the hotels in the Barceló Portfolio, which was subsequently refinanced in October 2015 in the principal amount of $232.0 million, and which we refer as the Additional Grace Mortgage Loan, and, together with the Assumed Grace Indebtedness, as the Grace Indebtedness, and issuing of $447.1 million in preferred equity interests, which we refer to as the Grace Preferred Equity Interests. Following the acquisition of the Grace Portfolio in February 2015, our total portfolio leverage (which includes the Grace Preferred Equity Interests) exceeded this 300% limit. As of September 30, 2015, our total portfolio leverage was 244%. As of September 30, 2015, the principal amount of our outstanding secured financing, which excludes the Grace Preferred Equity Interests, was approximately 54% of the total value of our real estate investments and our other assets. We seek to achieve a target leverage level of approximately 50% loan-to-value by the close

of this offering and once we have invested substantially all the proceeds of this offering. In connection with the closing of the Pending Acquisitions, we intend to incur up to $450 million in additional mortgage debt pursuant to a term loan agreement entered into on August 21, 2015, which was amended and restated on October 15, 2015, that will be secured by all 44 hotels expected to be acquired in the Pending Acquisitions, which we refer to as the Pending Acquisitions Mortgage Debt. Through November 2, 2015, we had incurred $122.8 million in Pending Acquisitions Mortgage Debt pursuant to two advances under the related term loan agreement and acquired 12 hotels at two closings pursuant to the Pending Acquisitions.”

The following disclosure hereby replaces the third bullet point under the heading “What conflicts of interest does your sponsor face?” on page 12 of the Prospectus.

Management Compensation

The following disclosure hereby replaces the first paragraph of the disclosure under the heading “Asset Management Subordinated Deferred Participation — Our Advisor” in the management compensation table on pages 17 – 18 and 125 – 126 of the Prospectus.

“Asset Management Fee — Our Advisor		Effective October 1, 2015 with respect to periods commencing on or after September 30, 2015, we pay our advisor an asset management fee payable on the first business day of each month in the amount of 0.0625% multiplied by the cost of assets (until the NAV pricing date, then the lower of our cost of assets and the fair value of our assets). The asset management fee is payable to our advisor or its assignees in cash, in shares of our common stock, or a combination of both, the form of payment to be determined in the sole discretion of our advisor. However, until this offering is completed, cash payment of the asset management fee will be deferred if our forecast of MFFO coverage (where the coverage is calculated as MFFO divided by the distribution payout) for the applicable period does not exceed 110%. The MFFO forecast coverage will be calculated on a monthly basis through December 2015 and will be calculated quarterly thereafter. Any deferred asset management fee will accrue and become payable in full as soon as the MFFO coverage exceeds 110% in the then current or subsequent period.
		Once this offering is completed, cash payment of the asset management fee will no longer be subject to the threshold MFFO coverage requirement although our advisor will still be able to defer cash payment of the asset management fee to future periods at its election.”

The following disclosure is hereby added as a new subsection prior to the disclosure under the heading “Asset Management Subordinated Deferred Participation — Our Advisor” in the management compensation table on pages 17 – 18 and 125 – 126 of the Prospectus.

“Asset Management Subordinated Deferred Participation — Our Advisor		Within 30 days after the end of each calendar quarter (subject to the approval of the board of directors) for periods ending on or before September 30, 2015, we, as the general partner of the operating partnership, caused the operating partnership to issue a number of restricted operating partnership units designated as Class B Units of our operating partnership, or Class B Units, to our advisor or its assignees equal to: (i) the product of (y) 0.1875% multiplied by (z) the cost of our assets; divided by (ii) the value of one share of common stock as of the last day of such calendar quarter, which was equal to $22.50 (the primary offering price minus selling commissions and dealer manager fees) for all quarters during which Class B Units were issued.(5)
		Through September 30, 2015, 361,226 Class B Units had been issued to the advisor in connection with this arrangement and no more will be issued.”

The following disclosure hereby replaces the fourth sentence under the heading “Property Management Fees — Our Sub-Property Manager or a Third-Party Sub-Property Manager” in the management compensation table on pages 20 and 128 of the Prospectus.

“We do not, however, reimburse any sub-property manager for general overhead costs or for the wages and salaries and other employee-related expenses of employees of such sub-property managers other than employees or subcontractors who are engaged in the on-site operation, management, maintenance or access control of our properties, and, in certain circumstances, who are engaged in off-site activities.”

The following disclosure hereby replaces the last paragraph under the management compensation table on pages 24 and 134 of the Prospectus.

“Historically, non-traded REITs have engaged in internalization transactions pursuant to which they became self-managed prior to or after listing their securities on national securities exchanges. These internalization transactions can result in significant payments to affiliates of the advisor irrespective of the returns stockholders have received. We may engage in an internalization transaction and become self-managed in the future. Our charter and advisory agreement provide that no compensation or remuneration will be payable by us or our operating partnership to our advisor or any of its affiliates solely related to any internalization transaction (an acquisition of management functions by us from our advisor) in the future, provided that an internalization will not create any right to any assets, intellectual property, personnel or pipeline of assets of the advisor or its affiliate.”

Risk Factors

The following risk factor hereby replaces in its entirety the risk factor under the heading “We have a history of operating losses and cannot assure you that we will achieve profitability” on page 31 of the Prospectus.

“We have a history of operating losses and cannot assure you that we will achieve profitability.

Since inception in July 2013 through September 30, 2015, we have incurred net losses (calculated in accordance with GAAP) equal to $59.3 million. The extent of our future operating losses and the timing of the profitability are highly uncertain, and we may never achieve or sustain profitability.”

The following risk factor hereby replaces in its entirety the risk factor under the heading “We intend to use substantial available proceeds from this offering to reduce our borrowings by approximately $500 million, which may limit our ability to pay distributions from offering proceeds or acquire additional properties for some time” on page 32 of the Prospectus, and cross-references to the risk factors replaced on pages 34 and 61 of the Prospectus are also hereby updated.

“We intend to use substantial available proceeds from this offering to reduce our borrowings, which may limit our ability to pay distributions from offering proceeds, complete the Pending Acquisitions, make capital expenditures or acquire additional properties.

Prior to our entry into an agreement to acquire the Grace Portfolio in May 2014 and our entry into the term loan related to Pending Acquisitions Mortgage Debt in August 2015, a majority of our independent directors waived the total portfolio leverage requirement of our charter with respect to the acquisition of the Grace Portfolio and the incurrence of the Pending Acquisitions Mortgage Debt should such total portfolio leverage exceed 300% of our total “net assets” (as defined in our charter) upon the acquisition of the Grace Portfolio or the incurrence of the Pending Acquisitions Mortgage Debt. Following the acquisition of the Grace Portfolio in February 2015, our total portfolio leverage (which includes the Grace Preferred Equity Interests) exceeded this 300% limit. As of September 30, 2015, our total portfolio leverage was 244%. As of September 30, 2015, the principal amount of our outstanding secured financing, which excludes the Grace Preferred Equity Interests, was approximately 54% of the total value of our real estate investments and our other assets.

Since the closing of the Grace Acquisition and through September 30, 2015, we have used an aggregate of $159.2 million of offering proceeds to reduce indebtedness, including the repayment in full of the $63.1 million Barceló Promissory Note (together with approximately $3.5 million deferred payment with respect to the March 2014 acquisition of the Georgia Tech Hotel & Conference Center), and to make mandatory redemptions of the Grace Preferred Equity Interests of $90.8 million. Following these mandatory redemptions, approximately $356.3 million of liquidation value remained outstanding under the Grace Preferred Equity Interests. As required under the terms of the Grace Preferred Equity Interests, we intend to continue to use 35% of offering proceeds to redeem the Grace Preferred Equity Interests at par, up to a maximum of $350 million in redemptions for any 12-month period. We may also use proceeds from this offering to pay interest, principal and to meet other obligations under our other debt obligations.

There can be no assurance we will be able to raise the funds required to meet these objectives on a timely basis, or at all. See “— Our ability to implement our investment strategy, reduce our borrowings as intended, complete the Pending Acquisitions, make capital expenditures or pay distributions is dependent, in part, upon the ability of our dealer manager to successfully conduct this offering.” Moreover, since our inception, we have been dependent upon offering proceeds to fund all of our distributions and a portion of the purchase price for new hotel investments. Therefore, the continued use of substantial offering proceeds to make mandatory redemptions of the Grace Preferred Equity Interests or repay other debt may limit our ability to pay distributions from offering proceeds or acquire additional properties, including to pay the remaining closing consideration as of November 2, 2015 in connection with the Pending Acquisitions in the aggregate of $541.1 million in cash, subject to closing prorations and adjustments. See “Description of Real Estate Investments — Pending Acquisitions.” Moreover, the continued use of substantial offering proceeds to make mandatory redemptions of the Grace Preferred Equity Interests or repay other debt will also reduce the available cash flow to fund working capital, capital expenditures, including the funding of PIP reserves required under the Grace Indebtedness and Pending Acquisitions Mortgage Debt, and other general corporate

purposes, which could have a material adverse impact on our business and reduce cash available for distributions to holders of our common stock.”

The following risk factor is hereby inserted as a new risk factor following the risk factor under the heading “We intend to use substantial available proceeds from this offering to reduce our borrowings by approximately $500 million, which may limit our ability to pay distributions from offering proceeds or acquire additional properties for some time” on page 32 of the Prospectus.

“We may not, in whole or in part, complete the Pending Acquisitions on the currently contemplated terms, other terms or at all.

We completed the first two closings pursuant to the Pending Acquisitions in October and November 2015, and the remaining six closings are scheduled to occur during the fourth quarter of 2015 and the first quarter of 2016 subject to certain closing conditions, which may include, among other things, our entering into replacement franchise agreements for each hotel. There can be no assurance that all, or any, of these closings will occur and that all, or any, of the Pending Acquisitions will be completed.

In addition, we anticipate funding the purchase price due at the closings with a combination of proceeds from this offering and mortgage debt financing. Although we have entered into a term loan agreement pursuant to which we can incur up to $450 million in Pending Acquisitions Mortgage Debt funded on a delayed draw basis, of which $122.8 million has been incurred through November 2, 2015, these draws are subject to conditions and limited in amount. In addition, we may not make any draws after June 30, 2016. There can be no assurance that we will be able to obtain the funds required to complete the Pending Acquisitions through draws under the Pending Acquisitions Mortgage Debt, which are subject to conditions and limitations in amount, proceeds from this offering, which are dependent in part on the ability of our dealer manager to conduct this offering, or another financing source, which may not be available on favorable terms or at all. On November 15, 2015, we suspended this offering effective December 31, 2015, and, on November 18, 2015, the dealer manager suspended sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume this offering, if at all.

Our failure to obtain the funds required to complete the Pending Acquisitions could cause us to default under the related agreements and, as a result, to forfeit all or a part of the $61.9 million in aggregate deposits we have made in connection with the Pending Acquisitions related to the closings that have not yet occurred through November 2, 2015.

Moreover, whether or not we complete the Pending Acquisitions, in whole or in part, we will still be subject to several risks, including the incurrence of substantial legal, accounting and due diligence costs relating to the Pending Acquisitions that are payable whether or not the Pending Acquisitions are completed, and the fact that the focus of our management will have been directed toward the Pending Acquisitions and integration planning instead of other opportunities that could have been beneficial to us or our ongoing operations at hotels we have already acquired.

In addition, failure to realize the expected benefits of the completion of the Pending Acquisitions, within the anticipated timeframe or at all, or the incurrence of unexpected costs, could have a material adverse effect on our financial condition and results of operations and our ability to pay distributions from cash flow from operations.”

The following risk factors are hereby added as new disclosure above the heading “Our ability to implement our investment strategy, reduce our borrowings as intended or pay distributions is dependent, in part, upon the ability of our dealer manager to successfully conduct this offering” on page 33 of the Prospectus.

“The dealer manager suspended sales activities for this offering on November 18, 2015, and we may not be able to obtain the additional capital we require from other sources.

On November 15, 2015, our board of directors, on the advice of our advisor, authorized the suspension of this offering effective December 31, 2015. On November 18, 2015, the dealer manager notified us that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or

when we will resume this offering, if at all. There also can be no assurance that we will be able to generate capital from alternative sources, including from the sale of shares of common stock through the DRIP, to fund our operating and capital needs, including cash required to fund repurchases under our SRP. We have funded all of the distributions to our stockholders from proceeds from this offering. There is no assurance we will be able to generate sufficient cash flows from alternative sources to continue paying distributions at the current rate. Moreover, if we are required to sell assets to generate needed cash, our ability to generate future cash flow from operations will be adversely impacted.

Failure to fund closing consideration could cause us to be in default under the agreements governing the Pending Acquisitions and, as a result, to forfeit all or a part of the $61.9 million in aggregate deposits made but not yet used. Furthermore, failure to fund capital expenditures required under our indebtedness and pursuant to our franchise agreements could cause us to default under the related agreements and failure to fund interest and principal under our mortgage indebtedness or make mandatory redemptions of the Grace Preferred Equity Interests could cause us to lose control of our properties. In addition, our failure to raise adequate capital to successfully implement our investment strategy or achieve portfolio diversification, due to the suspension of this offering or for any other reason, could adversely impact the value of an investment in our common stock.

Recent allegations of fraudulent proxy solicitations by the dealer manager have led to the temporary suspension of a substantial portion of the dealer manager’s selling agreements with broker-dealers participating in this offering and the suspension of sales of our common stock by certain clearing firms and may otherwise adversely impact the dealer manager’s ability to successfully conduct this offering.

On November 12, 2015, the Enforcement Section of the Massachusetts Securities Division filed an administrative complaint against the dealer manager alleging fraudulent behavior in connection with proxy services provided by the dealer manager to another program sponsored by the parent of our sponsor. Neither we nor our advisor is a named party in the administrative complaint. This complaint seeks, in part, the revocation of the dealer manager’s broker-dealer registration in Massachusetts. As a result of the filing of this complaint, our advisor has determined at this time that the dealer manager will no longer provide us with proxy services. Subsequently, broker-dealer firms participating in this offering which represent a significant portion of the selling group, including Cetera Financial Group and its affiliates, which are all affiliates of RCS, have temporarily suspended their selling agreements and certain clearing firms have suspended sales of our common stock. We cannot predict the length of time these suspensions will continue, whether additional suspensions will occur or whether any suspensions will be lifted.

On November 15, 2015, our board of directors, on the advice of our advisor, authorized the suspension of this offering effective December 31, 2015. On November 18, 2015, the dealer manager notified us that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume this offering, if at all. During the period this offering is ongoing, the suspension of selling agreements and sales by clearing firms as well as any other consequences, such as reputational harm to the dealer manager or our sponsor, resulting from the filing of this complaint, direct or indirect, may have a material adverse effect on the amount of capital we may raise in this offering.”

The following risk factor hereby replaces in its entirety the risk factor under the heading “Since our inception, all of our distributions have been paid from offering proceeds. Distributions paid from sources other than our cash flows from operations, particularly from proceeds of this offering, will result in us having fewer funds available to reduce our borrowings as intended and acquire additional properties and may adversely affect our ability to fund future distributions” on pages 33 – 34 of the Prospectus.

“Since our inception, all of our distributions have been paid from proceeds of this offering. Distributions paid from sources other than our cash flows from operations, particularly from proceeds of this offering, result in us having fewer funds available to reduce our borrowings as intended, complete the Pending Acquisitions, make capital expenditures and acquire additional properties and may adversely affect our ability to fund future distributions.

During the year ended December 31, 2014 and the nine months ended September 30, 2015, we paid distributions of $3.5 million and $23.6 million, respectively, all of which were funded from proceeds of this offering, including distributions that were reinvested in common stock pursuant to the DRIP.

We may pay distributions from unlimited amounts of any source, including borrowing funds, using proceeds from our primary offering or the DRIP, issuing additional securities or selling assets. We have not established any limit on the amount of proceeds from this offering that may be used to fund distributions, except in accordance with our organizational documents and Maryland law.

Using proceeds from this offering to pay distributions, especially if the distributions are not reinvested through our DRIP, reduces cash available for investment in assets or other purposes and will likely reduce our per share stockholder equity.

We may fail to generate sufficient cash flows from operations to fully fund distributions, and our ability to use cash flows from operations to fund distributions in the future may also be adversely impacted by our substantial indebtedness. If we do generate sufficient cash flows from our operations or other sources, such as from borrowings, the sale of additional securities, advances from our advisor, and our advisor’s deferral, suspension or waiver of its fees and expense reimbursements, we may continue to use the proceeds from this offering to fund distributions, although our ability to do so is limited by our obligations under our indebtedness, including the mandatory redemption requirements of the Grace Preferred Equity Interests, our obligations to pay closing consideration in the Pending Acquisitions and our expected capital expenditure requirements, including required cash reserves under the Grace Indebtedness and the Pending Acquisitions Mortgage Debt. Moreover, our board of directors may change our distribution policy, in its sole discretion, at any time. Distributions made from offering proceeds are a return of capital to stockholders, from which we will have already paid offering expenses in connection with this offering.

Funding distributions from borrowings could restrict the amount we can borrow for investments, which may, among other things, affect our earnings. Funding distributions with the sale of assets or the proceeds of this offering may affect our ability to generate additional operating cash flows. Funding distributions from the sale of additional securities could dilute your interest in us if we sell shares of our common stock or securities that are convertible or exercisable into shares of our common stock to third-party investors. Payment of distributions from the mentioned sources could restrict our ability to generate sufficient cash flows from operations, affect our earnings or affect the distributions payable to you upon a liquidity event, any or all of which may have an adverse effect on your investment in our common stock.”

The following risk factor hereby replaces in its entirety the risk factor under the heading “We expect that future distributions will be paid from our cash flows from operations following the acquisition of the Grace Portfolio, but there can be no assurance we will be able to generate sufficient cash flow from operations to maintain current cash distributions or increase distributions over time” on page 34 of the Prospectus.

“There can be no assurance we will be able to generate sufficient cash flow from operations to maintain current cash distributions or increase distributions over time.

Our cash flows provided by operations were $3.3 million for the nine months ended September 30, 2015, but we have had negative cash flows from operations since our inception, in July 2013. Since our inception, all of our distributions have been paid from offering proceeds, and we may continue in the future to pay distributions from sources other than from our cash flows from operations, including the net proceeds from this offering, although we currently intend to use substantial proceeds from this offering to reduce our borrowings, which could limit our ability to pay distribution from proceeds from this offering for some time. See “— We intend to use substantial available proceeds from this offering to reduce our borrowings, which may limit our ability to pay distributions from offering proceeds, complete the Pending Acquisitions, make capital expenditures or acquire additional properties.”

We may not generate sufficient cash flows from operations to fully pay distributions, and our ability to use cash flows from operations to pay distributions in the future may also be adversely impacted by our substantial indebtedness. We intend to pay distributions from cash flows from operations in the future, but our ability to do so depends on our ability to realize the expected benefits of our recent and pending acquisitions from which a substantial amount of our future cash flows from operations are expected to be generated. Failure to realize the expected benefits of our recent and pending acquisitions, within the anticipated timeframe or at all, or the incurrence of unexpected costs, could have a material adverse effect on our financial condition and results of operations and our ability to pay distributions from cash flow from

operations. See “— We may not be successful in integrating and operating the hotels we have acquired and any other hotels we may acquire in the future.”

The amount of cash available for distributions is affected by many other factors, such as the level operating income from our properties and our operating expense levels. Our actual results may differ significantly from the assumptions used by our board of directors in establishing the distribution rate to stockholders. We may not have sufficient cash from operations to make a distribution required to qualify for or maintain our qualification as a REIT status. Accordingly, there can be no assurance that we will be able to maintain our current level of distributions or that distributions will increase over time.”

The following risk factor hereby replaces in its entirety the risk factor under the heading “We may not be successful in integrating and operating the Grace Portfolio” on pages 34 – 35 of the Prospectus, and cross-references to the risk factor replaced on page 34 of the Prospectus is also hereby updated.

“We may not be successful in integrating and operating the hotels we have acquired and any other hotels we may acquire in the future.

We acquired the Grace Portfolio in February 2015. We have entered into the Pending Acquisitions. We may, in the future, acquire, or enter into agreements to acquire, additional hotels. There are many challenges related to our achieving the expected benefits associated with integrating and operating the hotels we have acquired, and any other hotels we may acquire in the future, including the following:

Failure to realize the expected benefits of the acquisition of the Grace Portfolio, the Pending Acquisitions and any future acquisitions, within the anticipated timeframe or at all, or the incurrence of unexpected costs, could have a material adverse effect on our financial condition and results of operations and our ability to pay distributions from cash flow from operations.”

The following risk factor hereby replaces in its entirety the risk factor under the heading “To comply with brand standards under our franchise agreements, we are required to make capital expenditures, which will be substantial, pursuant to property improvement plans, and we are required to make regular deposits to partially reserve for these amounts under the Grace Indebtedness” on pages 35 – 36 of the Prospectus, and cross-references to the risk factors replaced on pages 36 and 59 are also hereby updated.

“We are required to make substantial capital expenditures pursuant to property improvement plans to comply with brand standards under our franchise agreements and to make regular deposits to partially reserve for these amounts under the Grace Indebtedness and the Pending Acquisitions Mortgage Debt.

In connection with the Grace Acquisition, our franchisors required property improvement plans, or PIPs, which set forth their renovation requirements for the hotels in the Grace Portfolio. PIPs will also be required in connection with the Pending Acquisitions.

Pursuant to the terms of the Assumed Grace Indebtedness, we are required to make at least an aggregate of $49 million in periodic PIP reserve deposits during the remainder of 2015 and 2016 to cover a portion of the estimated costs of the PIPs, and we entered into a guarantee with respect to the difference, if any, between (i) the actual cost of the PIPs with respect to those 96 hotels during the 24-month period following the acquisition of the Grace Portfolio on February 2015, and (ii) the amount actually deposited into the PIP reserve with respect to the Assumed Grace Indebtedness during that period.

Pursuant to the terms of the Additional Grace Mortgage Loan, as amended in October 2015, we are required to make an aggregate of $27.5 million in periodic PIP reserve deposits during 2015 and 2016 to cover a portion of the estimated costs of the PIPs on the total 21 hotels collateralizing that debt. The Grace Indebtedness also requires us to deposit 4.0% of the gross revenue of the hotels into a separate account for the ongoing replacement or refurbishment of furniture, fixtures and equipment at the hotels.

Pursuant to the term loan agreement related to the Pending Acquisitions Mortgage Debt, we have agreed to make periodic payments into an escrow account for the PIPs that will be required by franchisors in connection with the new long-term franchise agreements we have entered, or expect to enter, into as part of the Pending Acquisitions, and to guarantee the first half of those payments. At this time the total PIP reserve payments are estimated to be approximately $50 million funded in multiple deposits beginning in the second quarter of 2016 through the first quarter of 2019.

Any failure to make PIP reserve deposits when required could lead to a default under the relevant portion of our indebtedness. Moreover, in connection with any future revisions to our franchise or hotel management agreements or a refinancing of our indebtedness, franchisors may require that we make further renovations or enter into additional PIPs. In addition, upon regular inspection of our hotels, franchisors may determine that additional renovations are required to bring the physical condition of our hotels into compliance with the specifications and standards each franchisor or hotel brand has developed.

Our capital expenditures with respect to PIPs will be substantial and could adversely affect our ability to pay distributions, or reduce our borrowings, complete the Pending Acquisitions, make capital expenditures or use capital for other corporate purposes. In addition, if we default on a franchise agreement as a result of our failure to comply with the PIP requirements, in general, we will be required to pay the franchisor liquidated damages and the franchisor may have the right to terminate the applicable agreement, and we may also be in default under the applicable hotel indebtedness. To the extent that failure to comply with PIP requirements causes us to lose a brand license, we will be subject to other risks. See “— Risks Related to the Lodging Industry — The loss of a brand license could adversely affect our financial condition and results of operations.””

The following risk factor hereby replaces in its entirety the risk factor under the heading “We may be unable to secure funds for future capital needs, which could adversely impact our ability to pay cash distributions to our stockholders” on page 36 of the Prospectus.

“We may be unable to secure funds required for future capital needs.

We expect that we will be required to make substantial capital expenditures over the next few years to maintain and improve our properties, part of which will be funded through reserve deposits that are required, or expected to be required, under our existing indebtedness. See “— We are required to make substantial capital expenditures pursuant to property improvement plans to comply with brand standards under our franchise agreements and to make regular deposits to partially reserve for these amounts under the Grace Indebtedness and the Pending Acquisitions Mortgage Debt.” We also intend to make additional capital expenditures improving our current properties beyond what may be required by PIPs. In addition, we will likely be responsible for any major structural repairs, such as repairs to the foundation, exterior walls and rooftops.

We intend to fund a significant portion of our capital expenditures, including PIP reserve deposits required under our indebtedness, with proceeds from this offering. We also expect to use proceeds from this offering to fund significant amounts of consideration due at the closings of the Pending Acquisitions, to complete the redemption of the Grace Preferred Equity Interests and to make distributions, which could limit the amount of proceeds from our offering that are available to fund capital expenditures. On November 15,

2015, we suspended this offering effective December 31, 2015, and, on November 18, 2015, the dealer manager suspended sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume this offering, if at all.

If we need additional capital in the future to improve or maintain our properties or for any other reason, we will have to obtain financing from other sources, such as cash flow from operations, borrowings, property sales or future equity offerings. These sources of funding may not be available on attractive terms or at all. If we do not have enough reserves for or access to capital to supply needed funds for capital improvements throughout the life of the investment in a property and there is insufficient cash available from our operations, we may be required to defer necessary improvements to a property, which may cause that property to suffer from a greater risk of obsolescence, a decline in value, or decreased cash flow, which could adversely impact our ability to pay cash distributions to our stockholders. Moreover, failure to make PIP reserve payments required under our indebtedness could cause a default under our indebtedness.”

The following risk factor hereby replaces in its entirety the risk factor under the heading “Our sub-property manager is an affiliate of our advisor and property manager and therefore we may face conflicts of interest in determining whether to assign certain operating assets to our sub-property manager or an unaffiliated property manager” on page 40 of the Prospectus.

“Our sub-property manager is an affiliate of our advisor and property manager and therefore we face conflicts of interest in determining whether to assign certain operating assets to our sub-property manager or an unaffiliated property manager.

Our sub-property manager is an affiliate of our advisor and property manager. Through November 2, 2015, 64 of the hotel assets we have acquired are managed by our sub property manager and 70 of the hotel assets we have acquired are managed by third-party sub-property managers. As we acquire additional hotel assets, our advisor will decide whether they will be managed by our sub-property manager or by a third-party sub-property manager. We also may replace any third-party sub-property manager of one of the hotels we currently own, subject to the consent of our lenders, if required.

For hotels that are managed by our sub-property manager, our management agreements with our property manager and our property manager’s related agreements with our sub-property manager have a 20-year term, renewing automatically for three five-year terms unless either party provides advance notice of non-renewal, and are generally only terminable by us prior to expiration for cause, including performance-related reasons. For hotels that are managed by a third-party sub-property manager, our management agreements with our property manager and our property manager’s related agreements with the applicable third party sub-property manager generally have an initial term of approximately one to five years, renewable at our option for one-year terms, and are generally terminable by us at any time subject to 60 – 90 days’ notice.

We pay a property management fee of up to 4.0% of the monthly gross receipts from the properties to our property manager. Our property manager in turn pays a portion of the property management fees to our sub-property manager or a third-party sub-property manager, as applicable.

Because our sub-property manager is affiliated with our advisor, our advisor faces certain conflicts of interest in making these decisions to the extent the terms of our arrangements with our sub-property manager are more favorable to our advisor and its affiliates, taken as a whole, than the terms of our arrangements with third-party sub-property managers.”

The following risk factor hereby replaces in its entirety the risk factor under the heading “The continued recovery of real estate markets from the recent recession is dependent upon forecasted moderate economic growth, which if significantly slower than expected could have a negative impact on the performance of our investment portfolio” on page 50 of the Prospectus.

“A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could harm our investments.

Our investments may be susceptible to economic slowdowns or recessions, which could lead to financial losses and a decrease in revenues, earnings and assets. An economic slowdown or recession, in addition to

other non-economic factors such as an excess supply of properties, could have a material negative impact on the values of our investments. Declining real estate values will reduce the value of our properties, as well as our ability to refinance our properties and use the value of our existing properties to support the purchase or investment in additional properties. A severe weakening of the economy or a recession could also lead to lower occupancy, which could create an oversupply of rooms resulting in reduced rates to maintain occupancy. There can be no assurance that our real estate investments will not be adversely impacted by a severe slowing of the economy or a recession. Fluctuations in interest rates, limited availability of capital and other economic conditions beyond our control could negatively impact our portfolio and decrease the value of our stockholders’ investment.”

The following disclosure hereby replaces the first sentence in the risk factor under the heading “We will be subject to additional risks if we make international investments” on page 55 of the Prospectus.

“We may purchase real estate assets located in Canada.”

The following disclosure is hereby added as the second sentence in the risk factor under the heading “Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect our operations” on page 55 of the Prospectus.

“The Pending Acquisitions are three separate transactions pursuant to which we expect to acquire 44 hotels, of which 12 have been acquired through November 2, 2015.”

The following disclosure hereby replaces the heading and the first paragraph of the risk factor under the heading “We have incurred substantial indebtedness, and high levels of debt could hinder our ability to pay distributions and could decrease the value of your investment” on page 61 of the Prospectus.

“We have incurred substantial indebtedness and expect to incur additional substantial indebtedness in connection with the closing of the Pending Acquisitions, and high levels of debt could hinder our ability to pay distributions and could decrease the value of your investment.

We have incurred substantial indebtedness in acquiring the properties we currently own, and substantially all of these real properties have been pledged as security under our indebtedness. We have entered into a term loan agreement pursuant to which we can incur up to $450 million in Pending Acquisitions Mortgage Debt on a delayed draw basis, of which $122.8 million has been incurred through November 2, 2015 to pay consideration in connection with closings pursuant to the Pending Acquisitions. We expect to continue to utilize the proceeds from the Pending Acquisitions Mortgage Debt to pay a portion of the consideration required to complete the Pending Acquisitions. Prior to our entry into an agreement to acquire the Grace Portfolio in May 2014 and our entry into the term loan agreement related to the Pending Acquisitions Mortgage Debt in August 2015, a majority of our independent directors waived the total portfolio leverage requirement of our charter with respect to the acquisition of the Grace Portfolio and the incurrence of the Pending Acquisitions Mortgage Debt should such total portfolio leverage exceed 300% of our total “net assets” (as defined in our charter) upon the acquisition of the Grace Portfolio or the incurrence of the Pending Acquisitions Mortgage Debt. Following the acquisition of the Grace Portfolio in February 2015, our total portfolio leverage (which includes the Grace Preferred Equity Interests) exceeded this 300% limit. As of September 30, 2015, our total portfolio leverage was 244%. As of September 30, 2015, the principal amount of our outstanding secured financing, which excludes the Grace Preferred Equity Interests, was approximately 54% of the total value of our real estate investments and our other assets.”

The following disclosure hereby replaces the heading, the first two paragraphs and the first bullet point of the risk factor under the heading “The incurrence of additional indebtedness and the issuance of the preferred equity interests to acquire the Grace Portfolio may limit our future operational and financial flexibility in ways that could have a material adverse effect on our results of operations and financial condition” on page 62 of the Prospectus.

“The incurrence of indebtedness and the issuance of the preferred equity interests to acquire the Grace Portfolio, the incurrence of additional indebtedness in the Pending Acquisitions and any other indebtedness we may incur may limit our future operational and financial flexibility in ways that could have a material adverse effect on our results of operations and financial condition.

We funded part of the purchase price of the Grace Portfolio by assuming the Assumed Grace Indebtedness, incurring the Additional Grace Mortgage Loan, and issuing of the Grace Preferred Equity Interests. We have entered into a term loan agreement pursuant to which we have incurred, and can continue incurring, the Pending Acquisitions Mortgage Debt.

Our incurrence of this indebtedness, and any other indebtedness we may incur, and the issuance of the Grace Preferred Equity Interests limit our future operational and financial flexibility in ways that could have a material adverse effect on our results of operations and financial condition such as:

The following disclosure hereby replaces in its entirety risk factor under the heading “A portion of the Grace Indebtedness matures in May 2016 and a portion matures in May 2017. We may not be able to extend the maturity date of, or refinance, the Grace Indebtedness, or any of our other indebtedness, on acceptable terms” on page 63 of the Prospectus.

“A portion of the Grace Indebtedness matures in May 2016, and we may not be able to extend the maturity date of, or refinance, the Grace Indebtedness, or any of our other indebtedness, on acceptable terms.

All but one of our properties has been pledged as security for our indebtedness, and we expect we will be required to extend or refinance this indebtedness when it comes due. The Assumed Grace Indebtedness matures on May 1, 2016, subject to three (one-year) extension rights, and these extensions can only occur if certain conditions are met, including, with respect to the second and third extension terms that a minimum ratio of net operating income to debt outstanding be satisfied. There can be no assurance that we will be able to meet these conditions and extend the Assumed Grace Indebtedness pursuant to its terms.

If we are not able to extend these loans or any of our other indebtedness or refinance them when they mature, we will be required to seek alternative financing to continue our operations. No assurance can be given that any extension, refinancing or alternative financing will be available when required or that we will be able to negotiate acceptable terms. Moreover, if interest rates are higher when these loans are refinanced or replaced with alternative financing, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing more stock or by borrowing more money.”

The following disclosure hereby replaces in its entirety the risk factor under the heading “Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders” on page 63 of the Prospectus.

“Lenders may require us to enter into restrictive covenants relating to our operations, including financial covenants, which could limit our ability to pay distributions to our stockholders.

In connection with providing us financing, a lender could impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property, discontinue insurance coverage or replace our advisor. These or other limitations, some of which are contained in the Grace Indebtedness, may adversely affect our flexibility and our ability to achieve our investment and operating objectives.

In addition, the Pending Acquisitions Mortgage Debt includes the following financial covenants: a minimum debt service coverage ratio, a minimum consolidated net worth and a minimum consolidated liquidity. See “Description of Real Estate Investments — Pending Acquisitions — Deutsche Bank Term Loan Agreement.” The mortgage loans we have, or may in the future enter into, include, and may include, other financial and operating covenants.

These covenants may restrict our ability to pursue certain business initiatives or certain acquisition transactions that would otherwise be in our best interest. In the event that we fail to satisfy our covenants, we

would be in default under our indebtedness and may be required to repay our indebtedness with capital from other sources. Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms.”

The following disclosure hereby replaces the first sentence of the risk factor under the heading “Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax, and would adversely affect our operations and the market price of our common stock” on page 68 of the Prospectus.

“We qualified to be taxed as a REIT commencing with our taxable year ended December 31, 2014 and intend to operate in a manner that would allow us to continue to qualify as a REIT.”

Business & Market Overview

The following disclosure hereby replaces the last paragraph under the heading “Business & Market Overview — Overview” on page 82 of the Prospectus.

“We plan to acquire and own hotels in areas with dense population concentrations located throughout the United States, including the top 50 metropolitan regions and areas in close proximity to landmarks and attractions, such as universities, corporate headquarters, convention centers and other destinations which are not located in the top 50 metropolitan areas. We may also acquire hotels in Canada. We intend to acquire a diversified portfolio of lodging properties in the midscale limited service, extended stay, select-service, upscale select-service and upper-upscale full-service segments within the hospitality sector. Full-service hotels generally provide a full complement of guest amenities including restaurants, concierge and room service, porter service or valet parking. Select-service and limited-service hotels typically do not include these amenities. We will have no limitation as to the brand of franchise or license with which our hotels will be associated, although we generally will be affiliated with nationally-recognized brands. In March 2014, we acquired the Barceló Portfolio and, in February 2015, we acquired the Grace Portfolio, giving us investments in a total of 122 hotels. During June 2015, we entered into the Pending Acquisitions to acquire an aggregate of 44 hotels from three different independent parties, and in October and November 2015 we acquired 12 of those hotels.”

The following disclosure is added after the section entitled “Business and Market Overview — Macroeconomic Environment — Strong Growth Fundamentals in the Four Quadrants of Hospitality: GDP, Jobs, Housing and Consumer Confidence: — GDP Growth” on page 86 of the Prospectus.

“Increase in Household Net Worth ($ in Trillions) —  Household net worth increased $20 trillion (29%) from 2012 through April 2015, providing support for increased consumer spending.

Source: Federal Reserve Bank of St. Louis, April 2015”

The following replaces in its entirety the disclosure under the section entitled “Business and Market Overview — Macroeconomic Environment — Strong Growth Fundamentals in the Four Quadrants of Hospitality: GDP, Jobs, Housing and Consumer Confidence: — Job Growth” on page 86 of the Prospectus.

“Job Growth —  Monthly job growth has been positive since the fourth quarter of 2010, highlighted by 17 of 20 months of monthly job growth over 200,000 from March 2014 through October 2015.

Source: Federal Reserve Bank of St. Louis, October 2015”

The following replaces in its entirety the disclosure under the section entitled “Business and Market Overview — Macroeconomic Environment — Rising Consumer Confidence” on page 87 of the Prospectus.

“  

Source: University of Michigan”

The following replaces in its entirety the disclosure under the section entitled “Business and Market Overview — Macroeconomic Environment — Expansion of Both the Manufacturing and Non-Manufacturing Sectors” on page 89 of the Prospectus.

“Expansion of Both the Manufacturing and Non-Manufacturing Sectors

Service industries in the U.S. expanded at the fastest pace in four years in 2014, and expanded for 34 consecutive months through October 2015.

Source: Federal Reserve Bank of St. Louis”

The following disclosure is added after the section entitled “Business and Market Overview — Macroeconomic Environment — Expansion of Both the Manufacturing and Non-Manufacturing Sectors” on page 89 of the Prospectus.

“Lodging Benefits from Declining Oil

Plummeting oil prices are putting downward pressure on travel prices inflation, particularly in the transportation segments; the cost of air travel, ground transportation and rental cars are all expected to decline in 2015. Lodging, which has been fueled by demand, is the only segment of the industry where prices are projected higher.

Lodging Only Segment of Travel Price Index with Positive 2015 Inflation Expectations

Source: Rockport Analytics, Moody’s, DKSA

Households Accruing Significant Savings From Falling Gasoline Prices

The benefits of consumer spending/saving due to falling oil prices were not reflected in 2014 economic data, as gasoline’s price benefits will take time to accumulate. Households are expected to slowly accrue savings from buying the same amount of gasoline as usual while paying slightly less. Given the decline in gasoline prices, analysts have estimated that households will save between $250 – $800 per year.

U.S. Department of Commerce, Wells Fargo Securities

The following disclosure is added under the heading “Business and Market Overview — Industry Overview — Growth in Travel and Lodging Expenditures” on page 91 of the Prospectus.

“Lodging expenditures totaled $182 billion in 2014, representing the #2 source of travel spending.

2014 U.S. Travel Expenditures: $928 Billion

Source: U.S. Travel Association”

The disclosure under the section entitled “Business and Market Overview — Industry Overview — Consumer Spending” on page 91 of the Prospectus is hereby deleted.

The following replaces in its entirety the disclosure under the section entitled “Business and Market Overview — Industry Overview — Rising Consumer Confidence” beginning on page 91 of the Prospectus.

“Travel industry experts generally see the vacation market trending upward in 2014 and beyond, which bodes well for hotel bookings. The TSI (Traveler Sentiment Index) — an aggregate measurement of Americans’ attitudes toward travel — rose sharply in 2014 and, for the first time since its inception, exceeded the benchmark index measurement from March 2007.

Source: MMGY Global”

The following disclosure is added immediately prior to the section entitled “Business and Market Overview — Industry Overview — Current Positioning of ADR as Percentage of RevPAR Growth Indicates Significant Upside Remaining in Lodging Cycle” on page 95 of the Prospectus.

“Demand-Supply Delta, YTD September 2015

Source: Smith Travel Research”

The following replaces in its entirety the disclosure under the section entitled “Business and Market Overview — Industry Overview — ADR as a Percentage of RevPAR Growth, YTD April 2015” on page 95 of the Prospectus.

“ADR as a Percentage of RevPAR Growth, YTD September 2015

Source: Smith Travel Research”

The following replaces in its entirety the disclosure under the section entitled “Business and Market Overview — Industry Overview — Few Construction Starts = Low Supply Growth” on page 96 of the Prospectus.

“New hotel rooms under construction in the U.S. remain near historical lows, at roughly 40% below 2007 figures.

Rooms Under Construction

Source: Smith Travel Research

Real Rate Shows Further Room to Grow

Inflation-adjusted U.S. ADR remains below 2007 peak levels.

Source: Smith Travel Research”

The following replaces in its entirety the chart under the section entitled “Business and Market Overview — Industry Overview — Increasing ADR Metrics” on page 97 of the Prospectus.

“

Source: Smith Travel Research and U.S. Bureau of Labor Statistics, September 2015”

The following replaces in its entirety the chart under the section entitled “Business and Market Overview — Industry Overview — 2015E Fundamental Drivers (Annual Percent Change)” on page 97 of the Prospectus.

“

Source: PKF Hospitality Research, LLC, Smith Travel Research”

Management

The following disclosure hereby replaces the biographical capsule of William M. Kahane under the heading “Executive Officers and Directors” on pages 102 – 104 of the Prospectus.

“William M. Kahane was appointed a director of our company in January 2014 and as executive chairman of the board in December 2014. Mr. Kahane also served as our chief executive officer and president from August 2013 to November 2014. Mr. Kahane previously served as the chief executive officer and president of our company from August 2013 to November 2014. William M. Kahane has served as the executive chairman of the board of directors of ARC Global II since December 2014. Mr. Kahane previously served as the chief operating officer, treasurer and secretary of ARC Global II, the ARC Global II advisor and the ARC Global II property manager from October 2014 until December 2014. Mr. Kahane has served as the chief executive officer and president of ARC DNAV, the ARC DNAV advisor and the ARC DNAV property manager since November 2014 and was appointed as a director and as chairman of the board of directors of ARC DNAV in December 2014. Mr. Kahane also previously served as a director of ARC DNAV from September 2010 until March 2012. Mr. Kahane has served as chairman of the board of directors of AFIN since February 2015. Mr. Kahane served as chief executive officer of AFIN from December 2014 until May 2015 and as president of AFIN, its advisor and property manager from November 2014 until May 2015. Mr. Kahane has served as chief executive officer of AR Capital Acquisition Corp. since August 2014. Mr. Kahane has served as a director of ARC NYCR since its formation in December 2013 and was appointed as executive chairman in December 2014. Mr. Kahane also has served as a director and as the executive chairman of the board of directors of ARC NYCR II since January 2015. Mr. Kahane was appointed as chief executive officer, president and chairman of the board of directors of RCPT in July 2015. Mr. Kahane served as chief operating officer, treasurer and secretary of GNL, the GNL advisor and the GNL property manager from October 2014 until February 2015. Mr. Kahane was appointed as a director and executive chairman of the board of directors of ARC Global II in December 2014 and previously served as the chief operating officer, treasurer and secretary of ARC Global II, the ARC Global II advisor and the ARC Global II property manager from October 2014 until December 2014. Mr. Kahane served as a director of RFT from November 2014 until June 2015, including as chairman in December 2014. Mr. Kahane has served as a director of ARC RCA since its formation in July 2010 and also served as an executive officer of ARC RCA and the ARC RCA advisor from their respective formations in July 2010 and May 2010 until March 2012, and from November 2014 to December 2014, Mr. Kahane served as chief operating officer and secretary of ARC RCA and the ARC RCA advisor. Mr. Kahane has served as the president of ARC RCA and the ARC RCA advisor since November 2014 and was appointed as the chairman of the board of directors of ARC RCA and the chief executive officer of ARC RCA and the ARC RCA advisor in December 2014. Mr. Kahane was appointed as a director and as the chairman of the board of directors of ARC RCA II in December 2014 and has served as chief executive officer of ARC RCA II and the ARC RCA II advisor since November 2014. Mr. Kahane has served as the president of ARC RCA II and the ARC RCA II advisor since October 2014. Mr. Kahane was appointed as a director and executive chairman of the board of directors of ARC HT III in December 2014. Mr. Kahane served as a director and executive officer of ARCP from December 2010 until March 2012. Additionally, Mr. Kahane served as an executive officer of ARCP’s former manager from November 2010 until March 2012. He also served as a director of ARCP from February 2013 to June 2014. Mr. Kahane has also served as a director of NYRT since its formation in October 2009 and served as executive chairman from December 2014 until June 2015. Mr. Kahane also previously served as president and treasurer of NYRT from its formation in October 2009 until March 2012.

Mr. Kahane served as a director of ARC HT from its formation in August 2010 until January 2015 when ARC HT closed its merger with Ventas, Inc. Mr. Kahane previously served as an executive officer of ARC HT, the ARC HT advisor and the ARC HT property manager from their respective formations in August 2010 until March 2012. Mr. Kahane served as a director of HTI since March 2013 and served as executive chairman from December 2014 until February 2015. 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 served as an executive officer of ARCT III, the ARCT III advisor, and the ARCT III property manager from their formation in October 2010 until April 2012. Mr. Kahane served as a director of PECO II from August 2013 until January 2015. Mr. Kahane also has been

the interested director of BDCA since its formation in May 2010 and BDCA II since April 2014. Until March 2012, Mr. Kahane was also chief operating officer of BDCA. Mr. Kahane served as a director of RCS Capital from February 2013 until December 2014, and served as chief executive officer of RCS Capital from February 2013 until September 2014. Mr. Kahane served as a director of Cole Real Estate Income Strategy (Daily NAV), Inc., or Cole DNAV, from February 2014 until December 2014, and served as a director of Cole Credit Property Trust, Inc., or CCPT, from February 2014 until May 2014.

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 to 1979 where he worked on the development of hotel properties in Hawaii and California. From 1981 to 1992, Mr. Kahane worked at Morgan Stanley & Co., or Morgan Stanley, specializing in real estate, including the lodging sector 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 worked very closely with Mr. Schorsch while a trustee at American Financial Realty Trust, or AFRT, from 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 served as a managing director of GF Capital Management & Advisors LLC, or GF Capital, a New York-based merchant banking firm, where he directed the firm’s real estate investments, from 2001 to 2003. 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 prior experience as a director and executive officer of the companies described above and his significant investment banking experience in real estate make him well qualified to serve as a member of our board of directors.”

The following disclosure hereby replaces the first six paragraphs of the disclosure under the heading “The Property Manager and The Sub-Property Manager” on page 114 of the Prospectus.

“Our property manager and our sub-property manager are each indirectly controlled by Messrs. Schorsch and Kahane. Mr. Mehlman serves as chief executive officer and president of our property manager and directly owns an equity interest of 5% in our property manager. Mr. Hoganson serves as chief financial officer, treasurer and secretary of our property manager. Our property manager is not included in the assets which will be transferred to AR Global and will continue to be owned by ARC following the AR Global transactions. ARC’s 60% ownership interest in our sub-property manager is included in the assets which will be transferred to AR Global in the AR Global transactions. We, directly or indirectly through our taxable REIT subsidiaries, enter into agreements with our property manager, which, in turn, engages our sub-property manager or a third-party sub-property manager to manage our hotel properties. These agreements are intended to be coterminous, meaning that the term of our agreement with our property manager is the same as the term of our property manager’s agreement with the applicable sub-property manager for the applicable hotel properties. Pursuant to such arrangement, through November 2, 2015, 64 of the hotel assets we have acquired are managed by our sub-property manager and 70 of the hotels assets we have acquired are managed by third-party sub-property managers. Pursuant to the Assumed Grace Indebtedness, we may, until February 27, 2017, if certain other conditions have been satisfied, replace any third-party sub-property manager with our sub-property manager with respect to certain of these hotels without consent of the lenders under the mortgage debt encumbering such hotels. With respect to the Additional Grace Mortgage Loan, we have the right to replace a manager as long as no event of default has occurred and we replace the manager with a qualified manager, which includes our sub-property manager. As we acquire additional hotel assets, our advisor will decide whether such assets will be managed by our sub-property manager or by a third-party sub-property manager.

Headquartered just outside Washington D.C. in Fairfax, Virginia, the sub-property manager is a hospitality management company that was formed in March of 2000 as Crestline Hotels & Resorts Inc. Our sub-property manager has assisted its affiliates and its former affiliates in acquiring portfolios of hotels and individual hotel assets with an aggregate value over $3.4 billion. Such hotels include a variety of nationally-recognized brands such as Marriott, Hilton, Starwood, Intercontinental Hotel Group and Hyatt as well as high-end independent hotel properties, and include urban, suburban, airport, resort and conference center facilities. The sub-property manager’s management team has also been involved with structuring profitable exit strategies of assets through various means including initial public offerings and individual asset dispositions.

The members of our sub-property manager’s executive team have significant hospitality experience and have built a reputation for managing and investing in financially successful hotels. The sub-property manager has won numerous industry awards. Through November 2, 2015, 64 of the hotel assets we have acquired are managed by our sub property managers and 70 of the hotels assets we have acquired are managed by third-party sub property managers. Our sub-property manager provides property-level accounting functions that we require, as well as underwriting and acquisition support. Moreover, our sub-property manager’s asset management group oversees asset renovations and repositionings involving extensive capital investments.

In August 2013, the parent of our sponsor, ARC acquired from Barceló Crestline Corporation 60% of the interests in Crestline Hotels & Resorts, Inc., which was converted into our sub-property manager in connection with the transaction. Also in connection with the transaction, we agreed to acquire the Barceló Portfolio from Barceló Crestline Corporation, and this acquisition was completed in March 2014 for a contract purchase price of $106.5 million, exclusive of closing costs, and $3.5 million in deferred payments.

In addition, pursuant to the August 2013 agreement, Barceló Crestline Corporation also agreed to a non-compete provision restricting Barceló Crestline Corporation’s ability to invest in hotels until the later of (i) March 21, 2017, three years after the date of the closing of the acquisition of the Barceló Portfolio and (ii) two years following the first date on which Barceló and its affiliates, in the aggregate, have a percentage equity interest in Crestline Hotels & Resorts, LLC of 5% or less. Barceló Crestline Corporation no longer owns any hotels.

James Carroll serves as the chief executive officer of our sub-property manager. Pierre Donahue acts as the general counsel of our sub-property manager. A description of the backgrounds of Messrs. Carroll and Donahue is set forth below:”

The following disclosure hereby replaces the third paragraph under the heading “Dealer Manager” on page 116 of the Prospectus.

“On November 9, 2015, RCS Capital Corporation, or RCS Capital, the parent of our dealer manager and a company under common control with AR Capital, LLC, or ARC, the parent of our sponsor, advised us that ARC and Apollo Global Management, LLC (NYSE: APO), which we refer to together with its consolidated subsidiaries as Apollo, announced that they have mutually agreed to amend an agreement, dated as of August 6, 2015, pursuant to which RCS Capital will sell its wholesale distribution business, including our dealer manager, to an affiliate of Apollo. This transaction is subject to customary closing conditions and regulatory approvals and is expected to close early in the first quarter of 2016. The other subsidiaries of RCS Capital that provide services to us will remain as subsidiaries of RCS Capital.”

The following disclosure hereby replaces the fourth paragraph under the heading “Dealer Manager” on page 116 of the Prospectus.

“The backgrounds of Ms. Quarto and Ms. Round and Messrs. Weil, Dwyer, Shuckerow and Rokoszewski are described below:”

The following disclosure hereby replaces the biographical capsule for Edward M. Weil under the heading “Dealer Manager” on pages 116 – 117 of the Prospectus.

“Edward M. Weil, Jr. has served as chairman of our dealer manager since September 2013 and was the interim chief executive officer of our dealer manager from May 2014 until September 2014 and the chief executive officer of our dealer manager from December 2010 until September 2013. Mr. Weil served as

president, chief operating officer, treasurer and secretary of ARC Global II, the ARC Global II advisor and the ARC Global II property manager from their respective formations in April 2014 to October 2014. Mr. Weil served as an executive officer of ARCT, the ARCT advisor and the ARCT property manager from their formation in August 2007 through March 2012. Mr. Weil served as an executive officer of NYRT, the NYRT property manager and the NYRT advisor from their respective formations in October 2009 until November 2014. Mr. Weil served as an executive officer of ARC RCA and the ARC RCA advisor from their formation in July 2010 and May 2010, respectively, until November 2014. Mr. Weil served as an executive officer of ARC HT, the ARC HT advisor and the ARC HT property manager from their formation in August 2010 until January 2015 when ARC HT closed its merger with Ventas, Inc. Mr. Weil served as a director of ARCT III beginning in February 2012 and as an executive officer of ARCT III, the ARCT III advisor and the ARCT III property manager from their formation in October 2010 until the close of ARCT III’s merger with ARCP in February 2013. Mr. Weil served as an executive officer of the ARC DNAV advisor and the ARC DNAV property manager from their respective formations in September 2010 until November 2014, and served as a director of ARC DNAV from September 2010 to August 2014. Mr. Weil served as a director of ARCP from March 2012 until June 2014. Mr. Weil also served as an executive officer of ARCP from its formation in December 2010 until February 2013. Mr. Weil served as an executive officer of GNL, the GNL advisor and the GNL property manager from their formation in July 2011, July 2011 and January 2012, respectively, until October 2014 and served as a director of GNL from May 2012 to September 2014. Mr. Weil served as the president, chief operating officer, treasurer and secretary of ARCT IV, the ARCT IV advisor and the ARCT IV property manager from their formation in February 2012 until the close of ARCT IV’s merger with ARCP in January 2014. Mr. Weil served as a director of ARCT IV from January 2014 until the close of its merger with ARCP in January 2014. Mr. Weil served as the president, treasurer and secretary of HTI, the HTI advisor and the HTI property manager since their formation in October 2012 until November 2014, and served as their chief operating officer from October 2012 through March 2014. Mr. Weil served as the president, treasurer and secretary of RFT and the RFT advisor from November 2012 until January 2013. Mr. Weil served as president, chief operating officer, treasurer and secretary of AFIN, the AFIN advisor and the AFIN property manager from their formation in January 2013 until November 2014, and served as a director of AFIN from January 2013 to September 2014. Mr. Weil served as chief executive officer and president of the general partner of AERP from its formation in October 2013 until November 2014. Mr. Weil has served as president, treasurer, secretary and a director of RCS Capital since February 2013 and as chief executive officer since September 2014. Mr. Weil also served as treasurer and secretary of ARC NYCR, its advisor and property manager from April 2014 until November 2014 and previously served as chief operating officer of ARC NYCR, its advisor and property manager from their respective formations in December 2013. Mr. Weil served as president, treasurer and secretary of our advisor and property manager from their respective formations in April 2014 until November 2014. Mr. Weil served as president, chief operating officer, treasurer and secretary of ARC RCA II, and as president, chief operating officer, treasurer and secretary of the ARC RCA II advisor and property manager from their respective formations in April 2014 until October 2014. Mr. Weil served as president, chief operating officer, treasurer and secretary of ARC HT III, the ARC HT III advisor and property manager from their respective formations in April 2014 until November 2014.

Mr. Weil was formerly the senior vice president of sales and leasing for AFRT from April 2004 to October 2006, where he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Under the direction of Mr. Weil, his department was the sole contributor in the increase of occupancy and portfolio revenue through the sales of over 200 properties and the leasing of over 2.2 million square feet, averaging 325,000 square feet of newly executed leases per quarter. After working at AFRT, from October 2006 to May 2007, Mr. Weil was managing director of Milestone Partners Limited and prior to joining AFRT, from 1987 to April 2004, Mr. Weil was president of Plymouth Pump & Systems Co. Mr. Weil attended George Washington University. Mr. Weil holds FINRA Series 7, 24 and 63 licenses.”

The following disclosure hereby replaces the disclosure under the heading “Certain Relationships and Related Transactions — Property Management Agreement and Sub-Property Management Agreements” on pages 119 – 120 of the Prospectus.

“Property Management Agreement and Sub-Property Management Agreements.  We, directly or indirectly through our taxable REIT subsidiaries, have entered into property management agreements with our property manager with respect to the properties we acquire. Our property manager, in turn, has entered into sub-property management agreements with our sub-property manager and third-party sub-property managers. These agreements are intended to be coterminous, meaning that the term of our agreement with our property manager is the same as the term of our property manager’s agreement with the applicable sub-property manager for the applicable hotel properties. The parent of our sponsor controls both through its indirect ownership of 95% of the membership interests in our property manager and direct ownership of 60% of the membership interests in our sub-property manager. Our chief executive officer and president directly owns the other 5% of the membership interests in our property manager. Our property manager is not included in the assets which will be transferred to AR Global and will continue to be owned by ARC following the AR Global transactions. ARC’s 60% ownership interest in our sub-property manager is included in the assets which will be transferred to AR Global in the AR Global transactions.

Pursuant to the sub-property management agreements, our sub-property manager or a third-party sub-property manager employs a staff at the properties it manages and also directs the purchase of equipment and supplies and supervises maintenance activity for the properties it manages. Our sub-property manager or a third-party sub-property manager is responsible for the administration of leases, licenses and concession agreements for public spaces in the properties it manages, keeps the properties’ furniture, fixture and equipment in good order, negotiates and enters into, on our behalf, service contracts and licenses required in the ordinary course to operate our properties and supervise and purchase inventory and provisions required to conduct the business of our properties. The management fees and any other agreed fees paid to our sub-property manager cover, without additional expense to us, our sub-property manager’s general overhead costs.

For hotels that are managed by our sub-property manager, our management agreements with our property manager and our property manager’s related agreements with our sub-property manager have a 20-year term, renewing automatically for three five-year terms unless either party provides advance notice of non-renewal, and are generally only terminable by us prior to expiration for cause, including performance-related reasons.

For hotels that are managed by a third-party sub-property manager, our management agreements with our property manager and our property manager’s related agreements with the applicable third party sub-property manager generally have an initial term of approximately one to five years, renewable at our option for one-year terms, and are generally terminable by us at any time subject to 60 – 90 days’ notice.

For their services under these hotel management agreements, our property manager and either our sub-property manager or a third-party sub-property manager share a base management fee and are also, in some cases, eligible to receive an incentive management fee if hotel operating profit exceeds certain thresholds. See “Management Compensation — Property Management Fees — Our Sub-Property Manager or a Third-Party Sub Property Manager.””

Conflicts of Interest

The following disclosure hereby replaces first paragraph under the heading “Our Sponsor and its Affiliates” on page 136 of the Prospectus.

“Mr. Kahane is also an officer and/or director of ARC RCA, ARC RCA II, ARC Global II, AFIN, HTI, ARC HT III, ARC NYCR, ARC NYCR II, ARC DNAV and GNL, which are public, non-traded REITs sponsored by the parent of our sponsor, advised by affiliates of our sponsor and for which our dealer manager acted or acts as dealer manager. Mr. Kahane is also a director of BDCA and BDCA II, which are public, non-traded business development companies, and an executive officer and director of the general partner of AERP, a non-traded oil and gas limited partnership, each of which is sponsored by the parent of our sponsor, advised by affiliates of our sponsor and an entity for which our dealer manager acts as dealer manager. As of

the date of this prospectus, our dealer manager is the dealer manager or is named in the registration statement as the dealer manager in several offerings, including some offerings in which the parent of our sponsor is the sole sponsor.”

The following disclosure hereby replaces the disclosure under the heading “Property Manager and Sub-Property Manager” on pages 141 – 142 of the Prospectus.

“Property Manager and Sub-Property Manager

Our property manager and our sub-property manager are each indirectly controlled by Messrs. Schorsch and Kahane. Mr. Mehlman serves as chief executive officer and president of our property manager and directly owns an equity interest of 5% in our property manager. Mr. Hoganson serves as chief financial officer, treasurer and secretary of our property manager. Our property manager is not included in the assets which will be transferred to AR Global and will continue to be owned by ARC following the AR Global transactions. ARC’s 60% ownership interest in our sub-property manager is included in the assets which will be transferred to AR Global in the AR Global transactions. We, directly or indirectly through our taxable REIT subsidiaries, enter into agreements with our property manager, which, in turn, engages our sub-property manager or a third-party sub-property manager to manage our hotel properties. These agreements are intended to be coterminous, meaning that the term of our agreement with our property manager is the same as the term of our property manager’s agreement with the applicable sub-property manager for the applicable hotel properties. Pursuant to such arrangement, through November 2, 2015, 64 of the hotel assets we have acquired are managed by our sub-property manager and 70 of the hotels assets we have acquired are managed by third-party sub-property managers.

For hotels that are managed by our sub-property manager, our management agreements with our property manager and our property manager’s related agreements with our sub-property manager have a 20-year term, renewing automatically for three five-year terms unless either party provides advance notice of non-renewal, and are generally only terminable by us prior to expiration for cause, including performance-related reasons.

For hotels that are managed by a third-party sub-property manager, our management agreements with our property manager and our property manager’s related agreements with the applicable third party sub-property manager generally have an initial term of approximately one to five years, renewable at our option for one-year terms, and are generally terminable by us at any time subject to 60 – 90 days’ notice.

For their services under these hotel management agreements, our property manager and either our sub-property manager or a third-party sub-property manager share a base management fee and are also, in some cases, eligible to receive an incentive management fee if hotel operating profit exceeds certain thresholds. See “Management Compensation — Property Management Fees — Our Sub-Property Manager or a Third-Party Sub Property Manager.”

Although the lender with respect to the Assumed Grace Indebtedness generally must consent before we terminate, cancel, materially modify, renew or extend any of the hotel management agreements, for a period of two years following the completion of the acquisition of the Grace Portfolio, or until February 27, 2017, we may replace any third-party sub-property manager with our sub-property manager without consent of the lender if certain other conditions have been satisfied. With respect to the Additional Grace Mortgage Loan, we have the right to replace a manager as long as no event of default has occurred and we replace the manager with a qualified manager, which includes our sub-property manager. As we acquire additional hotel assets, our advisor will decide whether such assets will be managed by our sub-property manager or by a third-party sub-property manager.

Because our sub-property manager is affiliated with our advisor, our advisor faces certain conflicts of interest in making these decisions because of the compensation that will be paid to our sub-property manager.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following disclosure hereby replaces the first sentence under the heading “Election as a REIT” on page 179 of the Prospectus.

“We qualified to be taxed as a REIT commencing with our taxable year ended December 31, 2014.”

Description of Real Estate Investments

The following disclosure hereby replaces the last three paragraphs under the heading “The Grace Portfolio” on page 189 of the Prospectus.

“For each hotel in the Grace Portfolio, we, directly or indirectly through our taxable REIT subsidiaries, have retained a wholly owned subsidiary of our property manager, which has in turn retained either our sub-property manager or a third-party sub-property manager to be responsible for managing each of the hotel properties in the Grace Portfolio. These agreements are intended to be coterminous, meaning that the term of our agreement with our property manager is the same as the term of our property manager’s agreement with the applicable sub-property manager for the applicable hotel properties. See “Conflicts of Interest — Property Manager and Sub-Property Manager” for a detailed description of these arrangements.

Although the lender with respect to the Assumed Grace Indebtedness generally must consent before we terminate, cancel, materially modify, renew or extend any of the hotel management agreements, for a period of two years following the completion of the acquisition of the Grace Portfolio, or until February 27, 2017, we may replace any third-party sub-property manager with our sub-property manager without consent of the lender if certain other conditions have been satisfied. With respect to the Additional Grace Mortgage Loan, we have the right to replace a manager as long as no event of default has occurred and we replace the manager with a qualified manager, which includes our sub-property manager. As we acquire additional hotel assets, our advisor will decide whether such assets will be managed by our sub-property manager or by a third-party sub-property manager. Because our sub-property manager is affiliated with our advisor, our advisor faces certain conflicts of interest in making these decisions because of the compensation that will be paid to our sub-property manager.”

The following disclosure is hereby added immediately before the section “Franchise Agreements” on page 189 of the Prospectus.

“Pending Acquisitions

During June 2015, as described in more detail below, we entered into the Pending Acquisitions pursuant to which we may acquire up to 44 additional hotels in three portfolios through eight separate closings if certain conditions are met. In October and November 2015, the first two of these closings were completed and we acquired 12 hotels, but there can be no assurance the other six closings will also be completed, on the currently contemplated terms, other terms or at all.

Summit Portfolio

On June 2, 2015, we, through a wholly owned subsidiary of our operating partnership, entered into two separate agreements, which we refer to, respectively, as the First Summit Agreement and the Second Summit Agreement, and, collectively, as the Summit Agreements, to purchase fee simple interests in an aggregate portfolio of 26 hotels containing an aggregate of 2,793 guestrooms, or the Summit Portfolio, from affiliates of Summit Hotel OP, LP, the operating partnership of Summit Hotel Properties, Inc., or, collectively, the Summit Sellers. On July 15, 2015, we entered into an amendment to each of the Summit Agreements to extend the end of the due diligence period described below from July 15, 2015 to July 21, 2015 and to change the timing of the additional earnest money deposits. On August 21, 2015, we entered into an amendment to each of the Summit Agreements which, among other things, finalized the cost sharing among the parties related to the estimated cost of the PIPs required by the franchisors for the 26 hotels being acquired. The purchase price was reduced by $4.0 million and our right to terminate the Summit Agreements and obtain a refund of all previously paid deposits if the aggregate estimated cost of the PIPs exceeded an agreed upon amount and the Summit Sellers do not pay such excess was removed. In addition, certain customary closing conditions were removed from the Summit Agreements.

The Summit Sellers do not have any material relationship with us or our subsidiaries, other than through the Summit Agreements and other related contracts to be entered into upon closing of the transaction described in the Summit Agreements.

The 26 hotels are scheduled to be purchased in three separate closings, each of which we refer to as a Summit Closing, the first of which was completed on October 15, 2015 (10 hotels pursuant to the First Summit Agreement), the second of which is scheduled to occur late in the fourth quarter of 2015 (10 hotels pursuant to the Second Summit Agreement), and the third of which is scheduled to occur in the first quarter of 2016 (six hotels pursuant to the First Summit Agreement). Although we have entered into the Summit Agreements relating to the acquisition of the Summit Portfolio, there is no guarantee that we will be able to consummate the acquisition of any or all of the remaining hotels in the Summit Portfolio. We have certain rights to postpone each of the remaining Summit Closings.

The hotels in the Summit Portfolio were selected for acquisition because they generally meet our investment criteria relating to location, market position and hotel condition. The hotels are globally branded select-service, extended-stay and full-service hotels, and are predominantly located near landmarks such as corporate headquarters, colleges or universities, tourist attractions, airports, retail centers or convention centers. Most of the hotels are located in high barrier-to-entry markets with multiple demand generators and sustainable growth, and many are market-share leaders in their respective locations. We believe that, excepting the renovation work that will be required pursuant to the PIPs imposed by the franchisors with respect to the hotels, each hotel is currently well maintained, with minimum deferred maintenance or renovation required. See “Risk Factors — Risks Related to an Investment in American Realty Capital Hospitality Trust, Inc. — We are required to make substantial capital expenditures pursuant to property improvement plans to comply with brand standards under our franchise agreements and to make regular deposits to partially reserve for these amounts under the Grace Indebtedness and the Pending Acquisitions Mortgage Debt.” We believe all of these hotels are adequately insured.

The following table lists the 26 hotels in the Summit Portfolio as well as information for the periods presented with respect to their average occupancy rate, average daily rate, or ADR, and revenue per available room, or RevPAR.

Hotel Name		Location				# of Rooms				Average Occupancy Courtyard Rate																				ADR																				RevPAR
										2010				2011				2012				2013				2014				2010				2011				2012				2013				2014				2010				2011				2012				2013				2014
Hotels purchased at first Summit Closing (completed on October 15, 2015):
Hampton Inn –  Medford			Medford, OR				75				70.6	%			71.6	%			71.2	%			71.2	%			80.0	%		$	101.02			$	102.77			$	106.78			$	110.48			$	117.45			$	71.29			$	73.56			$	76.03			$	78.68			$	93.95
DoubleTree –  Baton Rouge			Baton Rouge, LA				127				70.6	%			51.4	%			76.9	%			73.5	%			78.5	%		$	82.86			$	84.18			$	107.36			$	110.98			$	114.52			$	58.46			$	43.23			$	82.54			$	81.62			$	89.86
Fairfield Inn & Suites –  Baton Rouge			Baton Rouge, LA				78				55.9	%			60.2	%			68.2	%			64.4	%			69.5	%		$	81.17			$	77.63			$	82.16			$	83.88			$	88.35			$	45.39			$	46.74			$	56.07			$	54.06			$	61.41
Springhill Suites –  Baton Rouge			Baton Rouge, LA				78				59.5	%			65.4	%			73.1	%			65.7	%			73.9	%		$	86.67			$	82.82			$	88.77			$	87.54			$	93.48			$	51.59			$	54.14			$	64.90			$	57.50			$	69.13
TownePlace Suites –  Baton Rouge			Baton Rouge, LA				90				69.2	%			78.4	%			81.4	%			69.7	%			74.8	%		$	74.82			$	72.41			$	76.62			$	74.26			$	82.87			$	51.78			$	56.74			$	62.34			$	51.75			$	61.98
Hampton Inn & Suites –  El Paso			El Paso, TX				139				80.9	%			81.8	%			73.9	%			78.6	%			83.0	%		$	110.60			$	108.69			$	107.64			$	109.16			$	115.10			$	89.53			$	88.92			$	79.58			$	85.84			$	95.52
Hampton Inn –  Ft. Wayne			Ft. Wayne, IN				118				60.5	%			57.8	%			58.5	%			64.2	%			68.7	%		$	91.31			$	91.76			$	90.74			$	95.40			$	98.58			$	55.28			$	53.05			$	53.11			$	61.22			$	67.70
Residence Inn- Ft. Wayne			Ft. Wayne, IN				109				66.2	%			74.4	%			79.3	%			74.4	%			70.0	%		$	93.82			$	91.02			$	90.74			$	95.96			$	100.17			$	62.11			$	67.70			$	71.99			$	71.37			$	70.14
Courtyard –  Flagstaff			Flagstaff, AZ				164				63.7	%			71.5	%			74.8	%			77.7	%			77.9	%		$	89.61			$	94.11			$	100.70			$	107.26			$	114.36			$	57.08			$	67.31			$	75.34			$	83.33			$	89.14
Springhill Suites –  Flagstaff			Flagstaff, AZ				112				67.0	%			71.2	%			73.7	%			76.9	%			79.4	%		$	89.86			$	92.73			$	99.82			$	105.72			$	111.30			$	60.22			$	66.02			$	73.56			$	81.28			$	88.41
Hotels to be purchased at second Summit Closing (scheduled closing in the fourth quarter of 2015):
Residence Inn- Ridgeland			Jackson, MS				100				79.3	%			82.1	%			85.4	%			83.1	%			77.5	%		$	99.97			$	103.69			$	107.81			$	111.88			$	106.19			$	79.31			$	85.13			$	92.11			$	92.94			$	82.32

Hotel Name		Location				# of Rooms				Average Occupancy Courtyard Rate																				ADR																				RevPAR
										2010				2011				2012				2013				2014				2010				2011				2012				2013				2014				2010				2011				2012				2013				2014
Holiday Inn Express –  Vernon Hills			Vernon Hills, IL				119				56.4	%			58.9	%			58.9	%			60.7	%			59.9	%		$	79.75			$	80.75			$	88.26			$	91.90			$	93.92			$	44.94			$	47.59			$	52.00			$	55.77			$	56.28
Courtyard –  Germantown			Germantown, TN				93				65.0	%			62.1	%			66.1	%			67.8	%			75.8	%		$	92.40			$	93.97			$	100.37			$	100.35			$	106.86			$	60.06			$	58.35			$	66.30			$	68.02			$	81.00
Courtyard –  Jackson			Jackson, MS				117				67.1	%			59.9	%			70.1	%			74.2	%			69.0	%		$	92.71			$	93.49			$	100.04			$	103.55			$	97.54			$	62.25			$	56.02			$	70.09			$	76.85			$	67.34
Fairfield Inn & Suites –  Germantown			Germantown, TN				80				54.3	%			58.5	%			62.3	%			52.6	%			75.9	%		$	75.64			$	72.59			$	76.70			$	78.53			$	85.07			$	41.07			$	42.45			$	47.76			$	41.32			$	64.61
Residence Inn- Germantown			Germantown, TN				78				64.5	%			65.2	%			68.4	%			67.5	%			77.4	%		$	97.34			$	96.56			$	96.48			$	94.63			$	106.41			$	62.80			$	63.00			$	65.96			$	63.89			$	82.40
Aloft –  Jacksonville			Jacksonville, FL				136				64.7	%			70.2	%			72.5	%			71.8	%			68.3	%		$	62.33			$	63.06			$	62.78			$	65.98			$	76.61			$	40.34			$	44.26			$	45.53			$	47.39			$	52.32
Staybridge Suites –  Ridgeland			Ridgeland, MS				92				64.3	%			65.4	%			82.5	%			68.4	%			81.2	%		$	86.89			$	87.29			$	81.24			$	94.59			$	91.42			$	55.91			$	57.11			$	67.06			$	64.73			$	74.27
Homewood Suites –  Ridgeland			Ridgeland, MS				91				—				73.9	%			72.0	%			82.5	%			84.7	%			—			$	96.51			$	99.21			$	100.72			$	100.70				—			$	71.30			$	71.46			$	83.09			$	85.26
Courtyard –  El Paso			El Paso, TX				90				—				72.8	%			74.8	%			77.9	%			77.1	%			—			$	116.09			$	110.57			$	111.71			$	117.70				—			$	84.54			$	82.72			$	87.01			$	90.78
Hotels to be purchased at third Summit Closing (scheduled closing in the first quarter of 2016):
Fairfield Inn & Suites –  Spokane			Spokane, WA				84				66.6	%			58.3	%			72.7	%			72.2	%			76.3	%		$	106.40			$	104.26			$	109.47			$	112.58			$	116.34			$	70.90			$	60.81			$	79.56			$	81.29			$	88.73
Fairfield Inn & Suites – Denver			Denver, CO				160				69.6	%			67.8	%			72.2	%			78.8	%			81.8	%		$	83.99			$	85.58			$	84.14			$	90.10			$	97.85			$	58.47			$	58.05			$	60.71			$	70.97			$	80.02
SpringHill Suites –  Denver			Denver, CO				124				63.3	%			67.3	%			71.3	%			76.5	%			80.4	%		$	96.22			$	98.28			$	98.26			$	96.20			$	105.59			$	60.91			$	66.11			$	70.06			$	73.59			$	84.90
Hampton Inn –  Ft. Collins			Ft. Collins, CO				75				60.5	%			65.6	%			66.1	%			60.8	%			74.2	%		$	83.17			$	90.93			$	94.66			$	101.68			$	107.85			$	50.34			$	59.67			$	62.58			$	61.79			$	80.04
Fairfield Inn & Suites –  Bellevue			Bellevue, WA				144				60.6	%			58.2	%			66.0	%			69.5	%			73.3	%		$	106.31			$	113.15			$	124.95			$	137.62			$	143.99			$	64.46			$	65.80			$	82.51			$	95.68			$	105.57
Hilton Garden Inn –  Ft. Collins			Ft. Collins, CO				120				58.4	%			64.7	%			70.1	%			70.3	%			77.9	%		$	88.45			$	92.25			$	96.69			$	111.33			$	120.52			$	51.66			$	59.70			$	67.81			$	78.23			$	93.93

The aggregate cash purchase price for the Summit Portfolio under the Summit Agreements is approximately $347.4 million, subject to closing prorations and other adjustments, and we paid an aggregate purchase price of $150.1 million, exclusive of closing costs, at the first Summit Closing. The acquisition of the hotels that are the subject of any subsequent Summit Closing is not conditioned on the acquisition of the other hotels at that Summit Closing or any other Summit Closing. In addition, we have the right to terminate the applicable Summit Agreement with respect to a particular hotel under certain circumstances, including if there are title issues or material casualties or condemnations involving a particular hotel.

During June and July of 2015, we made an aggregate of $35.1 million in deposits with respect to the Summit Agreements which will be credited toward the purchase price at the Summit Closings. These deposits were funded with proceeds from this offering. We have entered into a term loan agreement pursuant to which we can incur up to $450 million in Pending Acquisitions Mortgage Debt funded on a delayed draw basis. The closing consideration payable at the first Summit Closing was funded with $7.6 million previously paid as an earnest money deposit, $45.6 million from proceeds from this offering and $96.9 million from the incurrence of Pending Acquisitions Mortgage Debt, and the second and third Summit Closings are scheduled to be funded in a similar manner. There can be no assurance that we will be able to obtain the funds required to complete the second and third Summit Closings through draws under the Pending Acquisitions Mortgage Debt, which are subject to conditions and limitations in amount, proceeds from this offering, which are dependent in part on the ability of our dealer manager to conduct this offering, or another financing source, which may not be available on favorable terms or at all. On November 15, 2015, we suspended this offering effective December 31, 2015, and, on November 18, 2015, the dealer manager suspended sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume this offering, if

at all. Our failure to obtain the funds required to complete the acquisition of the remaining hotels in the Summit Portfolio, through proceeds from this offering, draws under the Pending Acquisitions Mortgage Debt or from another source, could cause us to default under the Summit Agreements. There can be no assurance as to whether the acquisition of the Summit Portfolio will be completed on the currently contemplated terms, other terms or at all.

Pursuant to the terms of the Summit Agreements, our obligation to consummate any Summit Closing is subject to certain conditions customary to closing. For each hotel in the Summit Portfolio, we have entered, or expect to enter, into new long-term franchise agreements at the closing of its acquisition although we are not required to do so as a condition to closing.

The Summit Agreements also contain customary representations, warranties and covenants by the parties and customary indemnification provisions.

In connection with the closing of the acquisition of the Summit Portfolio, our advisor is entitled to receive approximately $5.2 million in acquisition fees, and $2.3 million of such fees, plus an additional $0.2 million in acquisition cost reimbursements, were paid to our advisor at the first Summit Closing. A portion of the financing coordination fee already paid in connection with the Pending Acquisitions Mortgage Debt is also attributable to this transaction.

For each hotel in the Summit Portfolio, we, directly or indirectly through our taxable REIT subsidiaries, will retain our property manager, which will in turn retain our sub-property manager or a third party sub-property manager to be responsible for managing each of the hotel properties in the Summit Portfolio. Of the ten hotels acquired at the first Summit Closing, nine are managed by our sub-property manager and one is managed by a third-party sub-property manager.

For their services under these hotel management agreements, our property manager and either our sub-property manager or a third-party sub-property manager will share a base management fee and will also, in some cases, be eligible to receive an incentive management fee if hotel operating profit exceeds certain thresholds. See “Management Compensation — Property Management Fees — Our Sub-Property Manager or a Third-Party Sub Property Manager.” Each of these hotels will also be subject to a new long-term franchise agreement with a national corporate brand that we expect to enter into in connection with the relevant Summit Closing. See “— Franchise Agreements.”

Wheelock Portfolio

On June 2, 2015, we, through a wholly owned subsidiary of our operating partnership, entered into an Agreement for Sale and Purchase, or the Wheelock Agreement, with affiliates of Wheelock Real Estate Fund, L.P., or, collectively, the Wheelock Sellers, pursuant to which one or more of our subsidiaries will acquire the fee simple interests held by the Wheelock Sellers in five Marriott-branded hotels containing an aggregate of 565 guestrooms, or the Wheelock Portfolio, for an aggregate cash purchase price of $92.4 million, subject to adjustments and prorations at closing. The Wheelock Agreement has been amended from time to since it was entered into.

The Wheelock Sellers do not have any material relationship with us or our subsidiaries, other than through the Wheelock Agreement and other related contracts to be entered into upon closing of the transaction described in the Wheelock Agreement.

We currently anticipate closing this transaction during the fourth quarter of 2015. Although we have entered into the Wheelock Agreement relating to the acquisition of the Wheelock Portfolio, there is no guarantee that we will be able to consummate the acquisition of any or all of the hotels in the Wheelock Portfolio.

The hotels in the Wheelock Portfolio were selected for acquisition because they generally meet our investment criteria relating to location, market position and hotel condition. The hotels are globally branded select-service, extended-stay and full-service hotels, and are predominantly located near landmarks such as corporate headquarters, colleges or universities, tourist attractions, airports, retail centers or convention centers. Most of the hotels are located in high barrier-to-entry markets with multiple demand generators and sustainable growth, and many are market-share leaders in their respective locations. We believe that, excepting

the renovation work that will be required pursuant to the PIPs imposed by the franchisors with respect to the hotels, each hotel is currently well maintained, with minimum deferred maintenance or renovation required. See “Risk Factors — Risks Related to an Investment in American Realty Capital Hospitality Trust, Inc. — To comply with brand standards under our franchise agreements, we are required to make capital expenditures, which will be substantial, pursuant to property improvement plans, and we are required to make regular deposits to partially reserve for these amounts under the Grace Indebtedness.” We believe all of these hotels are adequately insured.

The following table lists the five hotels in the Wheelock Portfolio as well as information for the periods presented with respect to their average occupancy rate, average daily rate, or ADR, and revenue per available room, or RevPAR.

Hotel Name		Location				# of Rooms				Average Occupancy Rate																				ADR																				RevPAR
										2010				2011				2012				2013				2014				2010				2011				2012				2013				2014				2010				2011				2012				2013				2014
Fairfield Inn & Suites Nashville at Opryland			Nashville, TN				109				55.2	%			58.7	%			60.8	%			68.2	%			73.9	%		$	88.03			$	95.42			$	102.34			$	108.91			$	120.23			$	48.58			$	56.02			$	62.21			$	74.31			$	88.81
Courtyard Nashville at Opryland			Nashville, TN				94				51.5	%			56.4	%			57.5	%			67.5	%			71.0	%		$	103.98			$	113.41			$	123.04			$	127.79			$	141.03			$	53.54			$	63.93			$	70.76			$	86.26			$	100.13
Courtyard College Station			College Station, TX				125				57.1	%			58.5	%			58.3	%			65.6	%			73.3	%		$	103.61			$	106.62			$	109.61			$	113.68			$	121.31			$	59.14			$	62.36			$	63.86			$	74.56			$	88.87
Courtyard Austin Round Rock			Austin, TX				113				52.6	%			52.3	%			55.5	%			64.4	%			59.8	%		$	95.79			$	94.97			$	97.81			$	98.06			$	103.29			$	50.38			$	49.64			$	54.33			$	63.13			$	61.76
SpringHill Suites Cincinnati North/Forest Park			Cincinnati, OH				124				33.6	%			49.0	%			53.0	%			57.4	%			58.6	%		$	89.27			$	84.64			$	87.78			$	86.63			$	88.30			$	30.01			$	41.43			$	46.57			$	49.70			$	51.78

On June 5, 2015, we made an initial earnest money deposit of $3.0 million. On July 15, 2015, we made an additional earnest money deposit of $5.0 million which, together with the initial deposit, will be credited toward the purchase price at the closing.

These deposits were funded with proceeds from this offering. We have entered into a term loan agreement pursuant to which we can incur up to $450 million in Pending Acquisitions Mortgage Debt funded on a delayed draw basis, of which $122.8 million has been incurred at closings pursuant to the Pending Acquisitions through November 2, 2015. We anticipate funding the consideration due at the closing of acquisition of the Wheelock Portfolio with a combination of Pending Mortgage Acquisitions Debt and proceeds from this offering. There can be no assurance that we will be able to obtain the funds required to complete the acquisition of the Wheelock Portfolio through draws under the Pending Acquisitions Mortgage Debt, which are subject to conditions and limitations in amount, proceeds from this offering, which are dependent in part on the ability of our dealer manager to conduct this offering, or another financing source, which may not be available on favorable terms or at all. On November 15, 2015, we suspended this offering effective December 31, 2015, and, on November 18, 2015, the dealer manager suspended sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume this offering, if at all. Our failure to obtain the funds required to complete the acquisition of the Wheelock Portfolio, through proceeds from this offering, draws under the Pending Acquisitions Mortgage Debt or from another source, could cause us to default under the Wheelock Agreement. There can be no assurance as to whether the acquisition of the Wheelock Portfolio will be completed on the currently contemplated terms, other terms or at all.

Pursuant to the terms of the Wheelock Agreement, our obligation to consummate the acquisition of the Wheelock Portfolio is subject to certain conditions customary to closing. Among other customary conditions, new franchise agreements with Marriott International, Inc. with respect to each hotel must be entered into by us. We expect to enter into new long-term franchise agreements for each hotel.

The Wheelock Agreement also contains customary representations, warranties and covenants by the parties and customary indemnification provisions.

In connection with the closing of the acquisition of the Wheelock Portfolio, our advisor is entitled to receive approximately $1.4 million in acquisition fees. A portion of the financing coordination fee already paid in connection with the Pending Acquisitions Mortgage Debt is also attributable to this transaction.

For each hotel in the Wheelock Portfolio, we, directly or indirectly through our taxable REIT subsidiaries, will retain our property manager, which we expect will in turn retain our sub-property manager to be responsible for managing each of the hotel properties in the Wheelock Portfolio.

For their services under these hotel management agreements, our property manager and our sub-property manager will share a base management fee and will also, in some cases, be eligible to receive an incentive management fee if hotel operating profit exceeds certain thresholds. See “Management Compensation —  Property Management Fees — Our Sub-Property Manager or a Third-Party Sub-Property Manager.” Each of these hotels will also be subject to a new long-term franchise agreement with a national corporate brand that we expect to enter into in connection with the closing. See “— Franchise Agreements.”

Noble Portfolio

On June 15, 2015, we, through a wholly owned subsidiary of our operating partnership, entered into 13 separate but substantially identical hotel purchase and sale agreements, which we refer to, collectively, as the PSAs, to purchase the fee simple interests in an aggregate portfolio of 13 hotels containing an aggregate of 1,913 guestrooms, or the Noble Portfolio, from affiliates of Noble Investment Group, LLC, who we refer to collectively as the Noble Sellers. Concurrently, we entered into a side letter with the Noble Sellers, which we refer to as the Side Letter and, together with the PSAs, the Noble Agreements. The Noble Agreements have been amended from time to time since they were entered into.

The Noble Sellers do not have any material relationship with us or our subsidiaries, other than through the Noble Agreements and other related contracts to be entered into upon closing of the transactions described in the Noble Agreements.

The 13 hotels are scheduled to be purchased in four separate closings, each of which we refer to as a Noble Closing, the first of which was completed on November 2, 2015 (two hotels), two of which are scheduled to occur in the fourth quarter of 2015 (two hotels in early December and six hotels in late December), and the fourth of which is scheduled to occur in the first quarter of 2016 (three hotels). Although we have entered into the Noble Agreements relating to the acquisition of the Noble Portfolio, there is no guarantee that we will be able to consummate the acquisition of any or all of the remaining hotels in the Noble Portfolio. We have certain rights to postpone the third and fourth Noble Closings.

The hotels in the Noble Portfolio were selected for acquisition because they generally meet our investment criteria relating to location, market position and hotel condition. The hotels are globally branded select-service, extended-stay and full-service hotels, and are predominantly located near landmarks such as corporate headquarters, colleges or universities, tourist attractions, airports, retail centers or convention centers. Most of the hotels are located in high barrier-to-entry markets with multiple demand generators and sustainable growth, and many are market-share leaders in their respective locations. We believe that, excepting the renovation work that will be required pursuant to the PIPs imposed by the franchisors with respect to the hotels, each hotel is currently well maintained, with minimum deferred maintenance or renovation required. See “Risk Factors — Risks Related to an Investment in American Realty Capital Hospitality Trust, Inc. — To comply with brand standards under our franchise agreements, we are required to make capital expenditures, which will be substantial, pursuant to property improvement plans, and we are required to make regular deposits to partially reserve for these amounts under the Grace Indebtedness.” We believe all of these hotels are adequately insured.

The following table lists the 13 hotels in the Noble Portfolio as well as information for the periods presented with respect to their average occupancy rate, ADR and RevPAR.

Hotel Name		Location				# of Rooms				Average Occupancy Rate																				ADR																				RevPAR
										2010				2011				2012				2013				2014				2010				2011				2012				2013				2014				2010				2011				2012				2013				2014
Hotels purchased at first Noble Closing (completed on November 2, 2015):
Hilton Garden Inn Monterey			Monterey, CA				204				74.6	%			75.5	%			75.3	%			74.2	%			83.2	%		$	148.74			$	144.19			$	159.77			$	145.61			$	151.90			$	110.93			$	108.85			$	120.30			$	108.01			$	126.31
Hyatt Place Chicago/ Schaumburg			Schaumburg, IL				127				76.7	%			79.7	%			83.3	%			82.5	%			76.9	%		$	81.84			$	87.36			$	92.96			$	95.89			$	98.64			$	62.80			$	69.63			$	77.42			$	79.15			$	75.83
Hotels to be purchased at second Noble Closing (scheduled closing December 2, 2015):
Courtyard Columbus Downtown			Columbus, OH				150				67.6	%			67.2	%			68.5	%			58.9	%			67.3	%		$	110.30			$	120.82			$	127.96			$	124.74			$	129.28			$	74.57			$	81.15			$	87.67			$	73.51			$	86.94
Hyatt House Cobb Galleria			Atlanta, GA				149				—				—				—				56.2	%			78.5	%			—				—				—			$	100.13			$	112.56				—				—				—			$	56.28			$	88.32
Hotels to be purchased at third Noble Closing (scheduled closing December 31, 2015):
Hilton Birmingham Perimeter Park			Birmingham, AL				205				58.2	%			62.7	%			57.6	%			59.8	%			58.0	%		$	111.55			$	111.02			$	116.64			$	117.00			$	118.17			$	64.95			$	69.59			$	67.15			$	70.02			$	68.57
Hyatt Place Princeton			Princeton, NJ				122				75.8	%			77.5	%			76.5	%			75.6	%			74.2	%		$	121.65			$	127.09			$	131.79			$	134.42			$	135.51			$	92.19			$	98.46			$	100.78			$	101.68			$	100.61
Hyatt Place Atlanta Perimeter Center			Atlanta, GA				150				80.3	%			70.4	%			70.4	%			74.6	%			78.8	%		$	74.47			$	81.53			$	86.12			$	88.82			$	99.33			$	59.80			$	57.36			$	60.67			$	66.24			$	78.23
Hyatt Place Fort Worth/ Cityview			Fort Worth, TX				127				76.9	%			74.9	%			70.3	%			79.2	%			75.2	%		$	96.50			$	96.56			$	96.83			$	96.62			$	100.31			$	74.21			$	72.32			$	68.04			$	76.51			$	75.40
Hyatt Place Fort Worth/Hurst			Fort Worth, TX				127				68.3	%			71.2	%			69.7	%			78.2	%			73.0	%		$	81.82			$	91.99			$	92.56			$	89.51			$	94.24			$	55.88			$	65.50			$	64.52			$	69.99			$	68.77
Hyatt Place Minneapolis/Eden Prairie			Eden Prairie, MN				126				72.6	%			74.9	%			69.3	%			71.5	%			74.5	%		$	94.27			$	100.38			$	103.27			$	106.46			$	113.52			$	68.44			$	75.19			$	71.58			$	76.16			$	84.59
Hotels to be purchased at fourth Noble Closing (scheduled closing in March 31, 2016):
Hyatt Place Fair Lawn/Paramus			Fair Lawn, NJ				143				76.6	%			77.9	%			73.9	%			66.9	%			70.7	%		$	104.23			$	111.91			$	118.48			$	126.02			$	136.27			$	79.84			$	87.14			$	87.57			$	84.27			$	96.32
Hyatt House Boston Waltham			Waltham, MA				135				82.0	%			85.6	%			79.4	%			79.0	%			80.5	%		$	117.07			$	130.21			$	140.00			$	147.45			$	161.48			$	96.00			$	111.44			$	111.23			$	116.44			$	129.92
Hilton Garden Inn Boston Waltham			Waltham, MA				148				75.8	%			75.1	%			77.9	%			72.5	%			78.4	%		$	102.51			$	112.70			$	129.86			$	147.00			$	158.92			$	77.69			$	84.66			$	101.13			$	106.60			$	124.64

The aggregate cash purchase price for the Noble Portfolio under the Noble Agreements is $300 million, subject to closing prorations and other adjustments, and we paid an aggregate purchase price of $48.6 million, exclusive of closing costs, at the first Noble Closing. Pursuant to the terms of the Noble Agreements, our obligation to consummate any subsequent Noble Closing is subject to certain conditions customary to closing. Among other customary conditions, new franchise agreements with respect to each hotel must be entered into by us. We expect to enter into new long-term franchise agreements for each hotel.

On June 18, 2015, we made an initial earnest money deposit of $15 million. On July 17, 2015, we made an additional earnest money deposit of $15 million which, together with the initial deposit, will be credited toward the purchase price at the Noble Closings. We and the Noble Sellers have customary termination rights under the PSAs that could cause one or more of the Noble Closings not to occur, including termination rights arising due to the failure of either party to perform their respective obligations or the failure of the franchise agreement condition or other closing conditions to be satisfied. There are also certain circumstances that could give rise to a right to terminate any of the PSAs on an individual basis, such as certain title issues or material casualties or condemnations involving the particular hotel subject to that PSA. Accordingly, there can be no assurance that all 13 hotels or any of them will be purchased on the terms described above or at all.

These deposits were funded with proceeds from this offering. We have entered into a term loan agreement pursuant to which we can incur up to $450 million in Pending Acquisitions Mortgage Debt funded on a delayed draw basis, of which $96.9 million was incurred at the first Summit Closing. The closing consideration payable at the first Noble Closing was funded with $3.6 million previously paid as an earnest

money deposit, $19.0 million from proceeds from this offering and $26.0 million from the incurrence of Pending Acquisitions Mortgage Debt, and the remaining Noble Closings are scheduled to be funded in a similar manner. There can be no assurance that we will be able to obtain the funds required to complete the remaining Noble Closings through draws under the Pending Acquisitions Mortgage Debt, which are subject to conditions and limitations in amount, proceeds from this offering, which are dependent in part on the ability of our dealer manager to conduct this offering, or another financing source, which may not be available on favorable terms or at all. On November 15, 2015, we suspended this offering effective December 31, 2015, and, on November 18, 2015, the dealer manager suspended sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume this offering, if at all. Our failure to obtain the funds required to complete the acquisition of the remaining hotels in the Noble Portfolio, through proceeds from this offering, draws under the Pending Acquisitions Mortgage Debt or from another source, could cause us to default under the Noble Agreements. There can be no assurance as to whether the acquisition of the Noble Portfolio will be completed on the currently contemplated terms, other terms or at all.

The Noble Agreements also contain customary representations, warranties and covenants by the parties and customary indemnification provisions.

In connection with the closing of the acquisition of the Noble Portfolio, our advisor is entitled to receive approximately $4.5 million in acquisition fees, and $0.7 million of such fees, plus an additional $0.1 million in acquisition cost reimbursements, were paid to our advisor at the first Noble Closing. A portion of the financing coordination fee already paid in connection with the Pending Acquisitions Mortgage Debt is also attributable to this transaction.

For each hotel in the Noble Portfolio, we, directly or indirectly through our taxable REIT subsidiaries, will retain our property manager, which we expect will in turn retain our sub-property manager to be responsible for managing each of the hotel properties in the Noble Portfolio. Both of the hotels acquired at the first Noble Closing are managed by our sub-property manager.

For their services under these hotel management agreements, our property manager and our sub-property manager will share a base management fee and will also, in some cases, be eligible to receive an incentive management fee if hotel operating profit exceeds certain thresholds. See “Management Compensation —  Property Management Fees — Our Sub-Property Manager or a Third-Party Sub-Property Manager.” Each of these hotels will also be subject to a new long-term franchise agreement with a national corporate brand that we expect to enter into in connection with the closing. See “— Franchise Agreements.”

Deutsche Bank Term Loan Agreement

On August 21, 2015, we and our operating partnership, as guarantors, and certain wholly-owned subsidiaries of our operating partnership, as borrowers, entered into a term loan agreement with Deutsche Bank AG New York Branch, as administrative agent and Deutsche Bank Securities Inc., as sole lead arranger and book-running manager. On October 15, 2015, the term loan agreement was amended and restated to, among other things, increase the number of permitted advances from ten to 11 and increase the interest rate.

Pursuant to the term loan agreement, we can incur up to $450 million in Pending Acquisitions Mortgage Debt at a rate equal to a base rate plus a spread of between 3.25% and 3.75% for Eurodollar rate loans and between 2.25% and 2.75% for base rate loans, depending on the aggregate debt yield and aggregate loan-to-value of the properties securing the loans measured periodically. Prior to November 1, 2015, all spreads are 0.5% less than they will be during the rest of the term of the term loan agreement. On October 15, 2015, we drew down $96.9 million at an initial interest rate of 3.45% per annum to fund part of the closing consideration for the first Summit Closing. The loans are funded on a delayed draw basis in up to 11 advances, of which two have occurred through November 2, 2015, which may be used: (i) to fund closing consideration required to complete the closings pursuant to the terms of the Pending Acquisitions; or (ii) for general working capital purposes. Each advance is subject to customary funding conditions and there can be no assurance that all, or any, of the advances not yet made will be funded.

The term loan has a term of three years, with two one-year extension options, and is secured by the fee interest in the hotels as and when they are acquired. No advance may exceed the least of (i) 65% of the

aggregate appraised value of the hotels pledged as collateral, (ii) 65% of the aggregate purchase price of the hotels pledged as collateral, and (iii) the adjusted net operating income for the hotels pledged as collateral divided by 11.5%, and no advances may be made after June 30, 2016.

Pursuant to the term loan agreement, we agreed to make periodic payments into an escrow account for future PIPs. The actual amount of reserve payments required and timing thereof remain subject to negotiation with the applicable franchisors related to their requirements with respect to property improvement plans for the hotels, but at this time the total PIP reserve payments are estimated to be approximately $50 million funded in multiple deposits beginning in the second quarter of 2016 through the first quarter of 2019. See “Risk Factors — Risks Related to an Investment in American Realty Capital Hospitality Trust, Inc. — We are required to make substantial capital expenditures pursuant to property improvement plans to comply with brand standards under our franchise agreements and to make regular deposits to partially reserve for these amounts under the Grace Indebtedness and the Pending Acquisitions Mortgage Debt.”

Certain limited recourse obligations of the borrowers under the term loan agreement are guaranteed by us and our operating partnership. We and our operating partnership have also agreed to guarantee the first half of PIP reserves required to be funded pursuant to the term loan agreement.

The term loan agreement includes the following financial covenants: minimum debt service coverage ratio applicable to our subsidiaries that will own the hotels securing the Pending Acquisitions Mortgage Debt, minimum consolidated net worth applicable to us and minimum consolidated liquidity applicable to us.

In connection with our entry into the term loan agreement, we paid our advisor approximately $3.4 million in financing coordination fees.”

The following disclosure is hereby added after the last sentence under the heading “Barceló Promissory Note” on page 190 of the Prospectus.

“In May 2015, we repaid the Barceló Promissory Note and the related deferred consideration in full.”

The following disclosure hereby replaces the last bullet point under the heading “Grace Acquisition Financing” on pages 192-193 of the Prospectus.

Prior Performance Summary

The following disclosure hereby replaces in its entirety the disclosure under the heading “Programs of Our Sponsor” on pages 197 – 205 of the Prospectus.

“Programs of Our Sponsor

American Realty Capital Trust, Inc.

American Realty Capital Trust, Inc., or ARCT, incorporated on August 17, 2007, was a Maryland corporation that qualified as a REIT. ARCT was formed to acquire a diversified portfolio of commercial real estate, primarily freestanding single-tenant properties net leased to credit worthy tenants on a long-term basis. In January 2008, ARCT commenced an initial public offering on a “best efforts” basis to sell up to 150.0 million shares of common stock, excluding 25.0 million shares issuable pursuant to a distribution reinvestment plan, offered at a price of $10.00 per share, subject to certain volume and other discounts. In March 2008, ARCT commenced real estate operations. ARCT’s initial public offering closed in July 2011, having raised $1.7 billion in gross proceeds from the sale of 179.4 million shares of common stock and incurred, cumulatively to that date, $198.0 million in offering costs, commissions and dealer manager fees for the sale of its common stock. ARCT operated as a non-traded REIT through February 29, 2012. Effective as of March 1, 2012, ARCT internalized the management services previously provided by American Realty Capital Advisors, LLC and its affiliates, as a result of which ARCT became a self-administered REIT managed full-time by its own management team, or the Internalization. Concurrent with the Internalization, ARCT listed its common stock on The NASDAQ Global Select Market under the symbol “ARCT,” or the Listing. In connection with the Listing, ARCT offered to purchase up to $220.0 million in shares of common stock from its stockholders, pursuant to a modified “Dutch Auction” cash tender offer, or the Tender Offer. As a result of the Tender Offer, in April 2012, ARCT had purchased 21.0 million shares of its common stock at a purchase price of $10.50 per share, for an aggregate cost of $220.0 million, excluding fees and expenses relating to the Tender Offer. On September 6, 2012, ARCT entered into an Agreement and Plan of Merger with Realty Income Corporation, a Maryland corporation and its subsidiary, which was subsequently amended on January 6, 2013. The merger was approved by both companies’ boards of directors and was subsequently approved by both companies’ stockholders on January 16, 2013. The merger closed on January 22, 2013, pursuant to which ARCT merged with and into a subsidiary of Realty Income Corporation and trading of ARCT’s shares was suspended at market close on that date. As of December 31, 2012, ARCT had total real estate investments, at cost, of $2.2 billion, comprised of 515 properties.

New York REIT, Inc.

New York REIT, Inc., or NYRT, a Maryland corporation, is the second publicly offered REIT sponsored by American Realty Capital. NYRT was incorporated on October 6, 2009 and qualified as a REIT beginning with the taxable year ended December 31, 2010. On November 12, 2009, NYRT filed its initial registration statement with the SEC, which became effective on September 2, 2010. NYRT 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, NYRT 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 April 14, 2014, the day prior to NYRT’s listing on the New York Stock Exchange (“NYSE”), NYRT had received aggregate gross proceeds of $1.7 billion which includes the sale of

169.8 million shares of common stock in its public offering, $17.0 million from its private offering and $41.5 million from its distribution reinvestment plan. On April 15, 2014, NYRT listed its common stock on the NYSE under the symbol “NYRT,” or the NYRT Listing. In connection with the NYRT Listing, NYRT commenced an offer to purchase up to 23,255,814 shares of its common stock at a price equal to $10.75 per share or an aggregate of $250.0 million in shares of common stock from its stockholders. This offer closed on May 12, 2014 and NYRT purchased 14.2 million shares of its common stock at a purchase price of $10.75 per share, for an aggregate cost of $152.2 million, excluding fees and expenses relating to the offer. As of September 30, 2015, NYRT had 162.5 million shares of NYRT common stock outstanding. As of September 30, 2015, NYRT had total real estate-related assets, at cost, of $1.9 billion, comprised of 23 properties and real estate-related assets. As of September 30, 2015, NYRT had incurred, cumulatively to that date, $175.0 million in selling commissions, dealer manager fees and offering costs for the sale of its common stock and $45.6 million for acquisition and transaction-related costs related to its portfolio of properties. On November 20, 2015, the closing price per share of NYRT was $11.41.

Phillips Edison Grocery Center REIT I, Inc.

Phillips Edison Grocery Center REIT I, Inc., or PECO I, a Maryland corporation, is the third publicly offered REIT co-sponsored by American Realty Capital. PECO I was incorporated as Phillips Edison — ARC Shopping Center REIT, Inc. on October 13, 2009 and qualified as a REIT beginning with the taxable year ended December 31, 2010. On January 13, 2010, PECO I filed its registration statement with the SEC, which became effective on August 12, 2010. PECO I 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 September 30, 2015, PECO I had issued 187.6 million shares of common stock generating gross cash proceeds of $1.86 billion. As of September 30, 2015, PECO I had 183.9 million shares of common stock outstanding, which is net of 3.7 million shares repurchased from stockholders pursuant to its share repurchase program. As of September 30, 2015, PECO I had acquired 147 properties and had total real estate investments at a cost of $2.2 billion. As of September 30, 2015, PECO I had incurred, cumulatively to that date, $186.2 million in offering costs for the sale of its common stock and $46.4 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. On August 27, 2010, ARC HT filed its registration statement with the SEC, which became effective on February 18, 2011. As of April 6, 2014, the day prior to ARC HT’s listing on the NASDAQ Global Select Market (“NASDAQ”), ARC HT had received aggregate gross offering proceeds of $1.8 billion, which includes the sale of 174.3 million shares in its public offering and $80.0 million from its distribution reinvestment plan. On April 7, 2014, ARC HT listed its common stock on the NASDAQ under the symbol “HCT,” or the HCT Listing. In connection with the HCT Listing, ARC HT commenced an offer to purchase up to 13,636,364 shares of its common stock at a price equal to $11.00 per share or an aggregate of $150.0 million in shares of common stock from its stockholders. The offer closed on May 2, 2014 and ARC HT purchased 13.6 million of its common stock at a purchase price of $11.00 per share, for an aggregate cost of $150.0 million, excluding fees and expenses related to the offer. As of December 31, 2014, ARC HT had 169.3 million shares of its common stock outstanding, including restricted stock and shares issued under its distribution reinvestment plan. As of December 31, 2014, ARC HT owned 155 healthcare-related properties and one preferred equity investment, with an aggregate purchase price of $2.2 billion. As of September 30, 2014, ARC HT had incurred, cumulatively to that date, $197.5 million in offering costs for the sale of its common stock and $62.6 million of acquisition and transaction-related costs related to its portfolio of properties. On June 1, 2014, ARC HT entered into an Agreement and Plan of Merger with Ventas, Inc., or Ventas, a Delaware corporation. The merger was approved by both companies’ boards of directors and was subsequently approved by both companies’ stockholders on January 15, 2015. The merger closed on January 16, 2015, pursuant to which ARC HT merged with and into a subsidiary of Ventas and trading of ARC HT’s shares was suspended at market close on that date.

American Realty Capital — Retail Centers of America, Inc.

American Realty Capital — Retail Centers of America, Inc., or ARC RCA, a Maryland corporation, is the fifth publicly offered REIT sponsored by American Realty Capital. ARC RCA was organized on July 29, 2010 and qualified as a REIT beginning with the taxable year ended December 31, 2012. On September 14, 2010, ARC RCA filed its registration statement with the SEC, which became effective on March 17, 2011. As of September 30, 2015, ARC RCA had 96.5 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received aggregate gross proceeds of $958.1 million from the initial public offering and the DRIP. As of September 30, 2015, ARC RCA owned 35 properties with an aggregate purchase price of $1.2 billion. As of September 30, 2015, ARC RCA had incurred, cumulatively to that date, $101.4 million in offering costs for the sale of its common stock and $23.4 million for acquisition costs related to its portfolio of properties. The ARC RCA public offering terminated on September 12, 2014.

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 has elected to be taxed as a REIT beginning with the taxable year ended December 31, 2013. On October 8, 2010, ARC DNAV filed its registration statement with the SEC, which became effective on August 15, 2011. As of September 30, 2015, ARC DNAV had 2.5 million shares of common stock outstanding, including shares issued under the DRIP, and had received total gross proceeds, net of repurchases, from the initial public offering of $25.4 million, including shares issued under the DRIP. As of September 30, 2015, ARC DNAV owned 11 properties. As of September 30, 2015, ARC DNAV had incurred, cumulatively to that date, $7.8 million in offering costs from the sale of its common stock and $0.9 million for acquisition costs related to its portfolio of properties. As of September 30, 2015, the offering costs exceeded 1.5% of gross proceeds from its public offering by $6.5 million, which is a cap elected by its Advisor and became its Advisor’s responsibility. The ARC DNAV public offering terminated on February 11, 2015. On July 30, 2015, the board of directors of ARC DNAV approved a Plan of Liquidation to sell all or substantially all of ARC DNAV’s and its operating partnership’s assets, and to liquidate and dissolve ARC DNAV and its operating partnership. On September 1, 2015, ARC DNAV’s stockholders approved the Plan of Liquidation.

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. On November 2, 2010, ARCT III filed its registration statement with the SEC, which became effective on March 31, 2011. As of February 28, 2013, ARCT III had received aggregate gross proceeds of $1.8 billion which included the sale of 174.0 million shares in its public offering and $31.9 million from its distribution reinvestment plan. As of February 28, 2013, ARCT III owned 533 single-tenant, freestanding properties and had total real estate investments, at cost, of $1.7 billion. As of December 31, 2012, ARCT III had incurred, cumulatively to that date, $196.5 million in offering costs for the sale of its common stock and $40.8 million for acquisition costs related to its portfolio of properties. On December 17, 2012, ARCT III and ARCP entered into an Agreement and Plan of Merger under which ARCP acquired all of the outstanding shares of ARCT III. The merger was approved by the independent members of both companies’ boards of directors and was subsequently approved by both companies’ stockholders on February 26, 2013. On February 26, 2013, ARCP stockholders approved the issuance of common stock in connection with the merger and ARCT III stockholders approved the merger. The merger closed on February 28, 2013, pursuant to which ARCT III merged with and into a subsidiary of ARCP. On March 1, 2013, in connection with the merger, ARCT III stockholders received their respective cash or stock consideration from ARCP, as elected, pursuant to terms of the Agreement and Plan of Merger.

VEREIT, Inc.

VEREIT, Inc., formerly known as 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 Global Select Market under the symbol “ARCP.” On February 28, 2013, ARCT III merged with and into a subsidiary of ARCP, pursuant to the Agreement and Plan of Merger entered into on December 17, 2012, under which ARCP acquired all of the outstanding shares of ARCT III.

In aggregate, through December 31, 2013, ARCP had received $1.1 billion of proceeds from the sale of common and convertible preferred stock. As of December 31, 2013, ARCP owned 1,328 buildings, including properties purchased by ARCT III, freestanding properties and real estate investments, at a purchase price of $5.2 billion. On May 28, 2013, ARCP and CapLease, Inc., or CapLease, entered into an Agreement and Plan of Merger under which ARCP subsequently acquired all of the outstanding shares of CapLease. The merger was approved by both companies’ boards of directors and CapLease’s stockholders and closed on November 5, 2013. On July 1, 2013, ARCT IV and ARCP entered into an Agreement and Plan of Merger under which ARCP subsequently acquired all of the outstanding shares of ARCT IV. The merger was approved by both companies’ boards of directors and ARCT IV’s stockholders and closed on January 3, 2014. Effective as of January 8, 2014, ARCP internalized the management services previously provided by American Realty Capital Advisors, LLC and its affiliates, as a result of which ARCP became a self-administered REIT managed full-time by its own management team. On October 22, 2013, ARCP entered into an Agreement and Plan of Merger with Cole Real Estate Investments, Inc., or Cole, under which ARCP subsequently acquired all of the outstanding shares of Cole. The merger was approved by both companies’ boards of directors and stockholders and closed on February 7, 2014.

Global Net Lease, Inc.

Global Net Lease, Inc., or GNL, a Maryland corporation, is the ninth publicly offered REIT sponsored by American Realty Capital. GNL was incorporated on July 13, 2011 and qualified as a REIT beginning with the taxable year ended December 31, 2013. On October 27, 2011, GNL filed its registration statement with the SEC, which was declared effective by the SEC on April 20, 2012. As of September 30, 2015, GNL had received aggregate gross proceeds of $1.7 billion from the sale of common stock, including shares issued under its distribution reinvestment plan. As of September 30, 2015, GNL owned 329 properties with an aggregate base purchase price of $2.6 billion. As of September 30, 2015, GNL had incurred, cumulatively to that date, $188.1 million in offering costs for the sale of its common stock and $97.4 million for acquisition costs related to its property acquisitions. The GNL public offering terminated on June 30, 2014. On June 2, 2015, GNL listed its common stock on the NYSE under the symbol “GNL,” or the GNL Listing. In connection with the GNL Listing, GNL offered to purchase up to 11.9 million shares of its Common Stock at a price of $10.50 per share, or the GNL Tender Offer. As a result of the GNL Tender Offer, on July 6, 2015, GNL purchased 11.9 million shares of its common stock at a price equal to $10.50 per share or an aggregate of $125.0 million in shares of common stock from its stockholders, excluding fees and expenses relating to the GNL Tender Offer. As of September 30, 2015, GNL had 168.9 million shares of GNL common stock outstanding, including shares issued under its distribution reinvestment plan. On November 20, 2015, the closing price per share of GNL was $8.95.

American Realty Capital Trust IV, Inc.

American Realty Capital Trust IV, Inc., or ARCT IV, a Maryland corporation, was the tenth publicly offered REIT sponsored by American Realty Capital. ARCT IV was incorporated on February 14, 2012 and qualified as a REIT beginning with the taxable year ended December 31, 2012. On March 22, 2012, ARCT IV filed its registration statement with the SEC, which was declared effective by the SEC on June 8, 2012. As of December 31, 2013, ARCT IV had received aggregate gross proceeds of $1.8 billion, which includes the sale of 70.2 million shares in its public offering and $21.0 million under its distribution reinvestment plan. As of December 31, 2013, ARCT IV owned 1,231 freestanding properties at an aggregate purchase price of $2.2 billion. As of December 31, 2013, ARCT IV had incurred, cumulatively to that date, $197.1 million in offering costs for the sale of its common stock and $55.7 million for acquisition costs related to its portfolio of properties. On July 1, 2013, ARCT IV and ARCP entered into an Agreement and Plan of Merger under which ARCP subsequently acquired all of the outstanding shares of ARCT IV. The merger was approved by

both companies’ boards of directors and was subsequently approved by ARCT IV’s stockholders on January 3, 2014. The merger closed on January 3, 2014, pursuant to which ARCT IV merged with and into a subsidiary of ARCP.

Healthcare Trust, Inc.

Healthcare Trust, Inc., or HTI, a Maryland corporation, is the eleventh publicly offered REIT sponsored by American Realty Capital. HTI was incorporated on October 15, 2012 and qualified to be taxed as a REIT beginning with the taxable year ended December 31, 2013. On October 31, 2012, HTI filed its registration statement with the SEC, which was declared effective by the SEC on February 14, 2013. As of September 30, 2015, HTI had 85.8 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total gross proceeds from the initial public offering and the DRIP of $2.1 billion. As of September 30, 2015, HTI owned 149 properties with an aggregate purchase price of $2.0 billion. As of September 30, 2015, HTI had incurred, cumulatively to that date, $227.6 million in offering costs for the sale of its common stock and $42.9 million for acquisition costs related to its portfolio of properties. The HTI public offering terminated on November 17, 2014. On March 18, 2015, HTI announced its intention to list its common stock on a national exchange under the symbol “HTI”. On August 10, 2015, HTI filed articles of amendment to change its name to Healthcare Trust, Inc. On September 24, 2015, HTI announced that the board of directors of HTI, in consultation with HTI’s management, determined it is in the best interest of HTI to not pursue the listing of HTI’s common stock during the third quarter of 2015 and that the board will continue to monitor market conditions and other factors with a view toward reevaluating the decision when market conditions are more favorable for a successful liquidity event.

Realty Finance Trust, Inc.

Realty Finance Trust, Inc., or RFT, a Maryland corporation, is the twelfth publicly offered REIT sponsored by American Realty Capital. RFT was incorporated on November 15, 2012 and qualified to be taxed as a REIT beginning with the taxable year ended December 31, 2013. On January 22, 2013, RFT filed its registration statement publicly with the SEC, which was declared effective by the SEC on February 12, 2013. As of September 30, 2015, RFT had total of 28.8 million shares of its common stock outstanding. As of September 30, 2015, the aggregate gross proceeds from the sale of common stock in its public offering, including DRIP, was approximately $714.2 million. As of September 30, 2015, RFT had a commercial mortgage loan portfolio with a par value of $949.3 million and CMBS investments with a fair value of $101.0 million. On November 18, 2015, the dealer manager of RFT’s initial public offering, which is the same entity as the dealer manager of this offering, notified RFT that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for the initial public offering of RFT, effective immediately.

American Finance Trust, Inc.

American Finance Trust, Inc., or AFIN, formerly known as American Realty Capital Trust V, Inc., a Maryland corporation, is the thirteenth publicly offered REIT sponsored by American Realty Capital. AFIN was incorporated on January 22, 2013 and elected to qualify to be taxed as a REIT beginning with the taxable year ended December 31, 2013. On March 6, 2013, AFIN filed its registration statement publicly with the SEC, which was declared effective by the SEC on April 4, 2013. As of September 30, 2015, AFIN had 66.5 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received aggregate gross proceeds of $1.6 billion from the initial public offering and the DRIP. On April 20, 2015, AFIN announced that its board of directors approved a revision to AFIN’s Investment Objectives and Acquisition and Investment Policies pursuant to which AFIN manages and optimizes its investments in its existing portfolio of net leased commercial real estate properties and selectively invests in additional net lease properties. In addition, AFIN invests in commercial real estate mortgage loans and other commercial real estate-related debt investments. As of September 30, 2015, AFIN owned 463 freestanding properties with an aggregate purchase price of $2.2 billion. As of September 30, 2015, AFIN had incurred, cumulatively to that date, $173.7 million in offering costs for the sale of its common stock and $51.0 million for acquisition costs related to its portfolio of properties and real estate-related debt investments. The AFIN public offering terminated in October 2013.

Phillips Edison Grocery Center REIT II, Inc.

Phillips Edison Grocery Center REIT II, Inc., or PECO II, a Maryland corporation, is the fourteenth publicly offered REIT sponsored by American Realty Capital. PECO II was incorporated as Phillips Edison — ARC Grocery Center REIT II, Inc. on June 5, 2013 and qualified as a REIT beginning with the taxable year ended December 31, 2014. On August 13, 2013, PECO II filed its registration statement with the SEC, which was declared effective by the SEC on November 25, 2013. As of September 30, 2015, PECO II had received aggregate gross proceeds of $1.1 billion from the sale of 44.5 million shares in its public offering, including 1.5 million from its distribution reinvestment plan. As of September 30, 2015, PECO II owned 39 properties at an aggregate purchase price of $710.8 million. As of September 30, 2015, PECO II had incurred, cumulatively to that date, $119.6 million in offering costs for the sale of its common stock and $13.3 million in acquisition costs related to its portfolio of properties. PECO II closed the primary portion of its initial public offering on September 15, 2015.

American Realty Capital New York City REIT, Inc.

American Realty Capital New York City REIT, Inc., or ARC NYCR, a Maryland corporation, is the sixteenth publicly offered REIT sponsored by the parent of our sponsor. ARC NYCR was incorporated on December 19, 2013 and intends to elect and qualify to be taxed as a REIT beginning with the taxable year ending December 31, 2014 or its first year of material operations. On February 26, 2014, ARC NYCR filed its registration statement with the SEC, which became effective on April 24, 2014. As of September 30, 2015, ARC NYCR had 30.2 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total gross proceeds from the initial public offering of $750.5 million, inclusive of $19.2 million from the DRIP. As of September 30, 2015, ARC NYCR owned five properties at an aggregate purchase price of $507.5 million. As of September 30, 2015, ARC NYCR had incurred, cumulatively to that date, $84.1 million in offering costs for the sale of its common stock and $12.2 million for acquisition costs related to its portfolio of properties. ARC NYCR closed its initial public offering on May 31, 2015.

United Development Funding Income Fund V

United Development Funding Income Fund V, or UDF V, a Maryland real estate investment trust, is the seventeenth publicly offered REIT sponsored by American Realty Capital and is co-sponsored by UDF Holdings, L.P. UDF V was formed on October 1, 2013 and intends to elect and qualify to be taxed as a REIT beginning with the taxable year ending December 31, 2015. On February 26, 2014, UDF V filed its registration statement with the SEC, which became effective on July 25, 2014. UDF V was formed to generate current interest income by investing in secured loans and producing profits from investments in residential real estate. As of September 30, 2015, UDF V had issued an aggregate of 2.2 million common shares of beneficial interest pursuant to the public offering, consisting of 2.2 common shares of beneficial interest pursuant to the primary offering in exchange for gross proceeds of approximately $42.9 million (approximately $37.9 million, net of costs associated with the public offering) and 0.02 million common shares of beneficial interest in accordance with its DRIP in exchange for gross proceeds of approximately $0.4 million. As of September 30, 2015, UDF V had entered into eight note agreements with third parties (none of which were repaid in full) with aggregate, maximum loan amounts of approximately $132.1 million, of which approximately $85.9 million had yet to be funded. As of September 30, 2015, UDF V had incurred, cumulatively to that date, $5.0 million in offering costs from the sale of its common shares of beneficial interest.

American Realty Capital Global Trust II, Inc.

American Realty Capital Global Trust II, Inc., or ARC Global II, a Maryland corporation, is the nineteenth publicly offered REIT sponsored by American Realty Capital. ARC Global II was incorporated on April 23, 2014 and intends to elect and qualify to be taxed as a REIT beginning with the taxable year ending December 31, 2015. On June 6, 2014, ARC Global II filed its registration statement with the SEC, which became effective on August 26, 2014. As of September 30, 2015, ARC Global II had 11.4 million shares of common stock outstanding, including shares issued under the DRIP, and had received total gross proceeds from these issuances of $281.7 million, including proceeds from shares issued under the DRIP. As of September 30, 2015, ARC Global II owned ten properties with an aggregate purchase price of $330.6 million. As of September 30, 2015, ARC Global II had incurred, cumulatively to that date, $37.0 million in offering

costs for the sale of its common stock and $23.1 million for acquisition costs related to its portfolio of properties. On November 15, 2015, ARC Global II’s board of directors, on the advice of its advisor, authorized the suspension of its initial public offering effective December 31, 2015. On November 18, 2015, the dealer manager of ARC Global II’s initial public offering, which is the same entity as the dealer manager of this offering, notified ARC Global II that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for the initial public offering of ARC Global II, effective immediately.

American Realty Capital Healthcare Trust III, Inc.

American Realty Capital Healthcare Trust III, Inc., or ARC HT III, a Maryland corporation, is the eighteenth publicly offered REIT sponsored by American Realty Capital. ARC HT III was incorporated on April 24, 2014 and intends to elect and qualify to be taxed as a REIT beginning with the taxable year ending December 31, 2014 or its first year of material operations. On May 28, 2014, ARC HT III filed its registration statement with the SEC, which became effective on August 20, 2014. As of September 30, 2015, ARC HT III had 5.6 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total gross proceeds from the initial public offering of $138.5 million. As of September 30, 2015, ARC HT III owned 13 properties with an aggregate purchase price of $72.7 million. As of September 30, 2015, ARC HT III had incurred, cumulatively to that date, $17.3 million in offering costs for the sale of its common stock and $1.9 million for acquisition costs related to its portfolio of properties. On November 15, 2015, ARC HT III’s board of directors, on the advice of its advisor, authorized the suspension of its initial public offering effective December 31, 2015. On November 18, 2015, the dealer manager of ARC HT III’s initial public offering, which is the same entity as the dealer manager of this offering, notified ARC HT III that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for the initial public offering of ARC HT III, effective immediately.

American Realty Capital — Retail Centers of America II, Inc.

American Realty Capital — Retail Centers of America II, Inc., or ARC RCA II, a Maryland corporation, was the twentieth publicly offered REIT sponsored by American Realty Capital. ARC RCA II was incorporated on April 23, 2014. On June 6, 2014, ARC RCA II filed its registration statement with the SEC, which became effective on September 25, 2014. As of July 31, 2015, ARC RCA II received aggregate gross proceeds of $0.2 million from the sale of 8,888 shares in a private placement. As of July 31, 2015, ARC RCA II had not acquired any properties. As of June 30, 2015, ARC RCA II had incurred, cumulatively to that date, $3.6 million in offering costs for the sale of its common stock. On September 24, 2015, ARC RCA II announced that the board of directors of ARC RCA II decided to terminate ARC RCA II’s initial public offering, effective immediately, and that the board of directors intends to commence the dissolution and liquidation of ARC RCA II. On September 30, 2015, RCA II deregistered all securities that were registered but unsold under its registration statement.

American Realty Capital New York City REIT II, Inc.

American Realty Capital New York City REIT II, Inc., or ARC NYCR II, a Maryland corporation, is the twenty first publicly offered REIT sponsored by American Realty Capital. ARC NYCR II was incorporated on July 1, 2014 and intends to elect and qualify to be taxed as a REIT beginning with the taxable year ending December 31, 2015 or its first year of material operations. On February 17, 2015, ARC NYCR II filed its registration statement with the SEC, which was declared effective by the SEC on May 14, 2015. As of September 30, 2015, ARC NYCR II received aggregate gross proceeds of $0.2 million, which includes the sale of 8,888 shares in a private placement. As of September 30, 2015, ARC NYCR II has neither broken escrow nor acquired any properties. As of September 30, 2015, ARC NYCR II had incurred, cumulatively to that date, $1.9 million in deferred offering costs for the sale of its common stock. On November 15, 2015, ARC NYCR II’s board of directors, on the advice of its advisor, authorized the suspension of its initial public offering effective December 31, 2015. On November 18, 2015, the dealer manager of ARC NYCR II’s initial public offering, which is the same entity as the dealer manager of this offering, notified ARC NYCR II that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for the initial public offering of ARC NYCR II, effective immediately.

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 September 30, 2015, BDCA had issued 178.0 million shares of common stock for gross proceeds of $1.9 billion including the shares purchased by its sponsor and shares issued under the DRIP. As of September 30, 2015, BDCA’s investments, at amortized cost, were $2.3 billion. As of September 30, 2015, BDCA had incurred, cumulatively to that date, $189.9 million in offering costs for the sale of its common stock. BDCA is no longer issuing new shares except for DRIP shares.

Business Development Corporation of America II

The American Realty Capital group of companies also has sponsored Business Development Corporation of America II, or BDCA II, a Maryland corporation. BDCA II was organized on April 17, 2014 and is a publicly offered specialty finance company which has elected to be treated as a business development company under the Investment Company Act. On July 15, 2014, BDCA II filed its registration statement with the SEC, which became effective on September 8, 2014. As of September 30, 2015, BDCA II received aggregate gross proceeds of $2.5 million from the sale of 0.3 million shares. As of September 30, 2015, BDCA II had purchased eight investments in debt securities for a total cost of $1.3 million. As of September 30, 2015, BDCA II had incurred, cumulatively to that date, $2.5 million in offering costs for the sale of its common stock. On November 15, 2015, BDCA II’s board of directors, on the advice of its advisor, authorized the suspension of its initial public offering effective December 31, 2015. On November 18, 2015, the dealer manager of BDCA II’s initial public offering, which is the same entity as the dealer manager of this offering, notified BDCA II that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for the initial public offering of BDCA II, effective immediately.

American Energy Capital Partners — Energy Recovery Program, LP

The American Realty Capital group of companies also has sponsored American Energy Capital Partners — Energy Recovery Program, LP, or AERP, a Delaware limited partnership. AERP is American Realty Capital’s first oil and gas limited partnership and was organized on October 30, 2013. AERP was formed to acquire, develop, operate, produce and sell working and other interests in producing and non-producing oil and natural gas properties located onshore in the United States. AERP filed a registration statement with the SEC on December 13, 2013, which was declared effective on May 8, 2014. As of July 31, 2015, AERP had raised gross proceeds of $10.4 million which includes the sale of 0.5 million shares in its public offering. As of July 31, 2015, AERP had made no investments. As of June 30, 2015, AERP had incurred, cumulatively to that date, $4.6 million in offering costs relating to the sale of its limited partner interests. On September 11, 2015, the general partner of AERP approved the termination of the AERP’s initial public offering. On November 13, 2015, AERP announced that unitholders will receive a per unit distribution in an amount equal to the applicable purchase price and that AERP expects make the liquidating distribution to unitholders no later than February 1, 2016.

Liquidity of Public Programs

In order to assist FINRA members in complying with FINRA Rule 2310(b)(3)(D), in this section we disclose the liquidity of prior public programs sponsored by the parent of 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. Through June 30, 2015, American Realty Capital has sponsored the following 22 other public programs (excluding ARCP): ARCT, NYRT, PECO, ARC HT, ARC RCA, ARC DNAV, ARCT III, GNL, ARCT IV, HTI, AFIN, RFT, BDCA, UDF V, PECO II, ARC HOST, ARC Global II, ARC NYCR, ARC NYCR II, ARC RCA II, and BDCA II.

Of these 22 public programs, each disclosed in their respective prospectus a date or time period for a liquidity event. As of June 30, 2015, the following six of the 22 public programs listed above have engaged in a liquidity event through the listing of their common stock on a national securities exchange or through

merging with a company already listed on a national securities exchange: ARCT, ARC HT, NYRT, ARCT III, GNL and ARCT IV. In addition, AFIN and HTI have publicly announced their intention to list on a national stock exchange.

The remaining 4 public programs listed below have not yet reached the disclosed time limit in which they have to engage in a liquidity event through the listing of their common stock on a national securities exchange or to engage in some other type of liquidity event: PECO, ARC DNAV, RFT, ARC RCA, PECO II, BDCA, ARC HOST, ARC RCA II, ARC NYCR, ARC NYCR II, BDCA II, UDF V and ARC Global II.

ARCT was a non-traded REIT until March 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.

ARCT III was a non-traded REIT until February 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.

ARCT IV was a non-traded REIT until January 2014, when it merged with and into ARCP. ARCT IV’s prospectus for its initial public offering provided that ARCT IV would seek to consummate a sale or merger by the sixth anniversary of the termination of its initial public offering. By merging with and into ARCP, ARCT IV achieved a sale or merger within the time it contemplated to do so.

ARC HT was a non-traded REIT until April 2014, when it listed its common stock on The NASDAQ Global Select Market. ARC HT’s prospectus for its initial public offering provided that it would begin the process of achieving a liquidity event not later than three to five years after the termination of its primary offering. By listing its common stock on The NASDAQ Global Select Market, ARC HT achieved a listing on a national securities exchange within the time it contemplated to do so.

NYRT was a non-traded REIT until April 2014, when it listed its common stock on the New York Stock Exchange. NYRT’s prospectus for its initial public offering provided that it would begin the process of achieving a liquidity event not later than three to five years after the termination of its primary offering. By listing its common stock on the NYSE, NYRT achieved a listing on a national securities exchange within the time it contemplated to do so.

GNL was a non-traded REIT until June 2015, when it listed its common stock on the New York Stock Exchange. GNL’s prospectus for its initial public offering provided that it would begin the process of achieving a liquidity event not later than three to five years after the termination of its primary offering. By listing its common stock on the NYSE, GNL achieved a listing on a national securities exchange within the time it contemplated to do so.

The prospectus for each of the other public programs sponsored by the parent of our sponsor provided a date or time period by which it might be liquidated or engage in another liquidity event. PECO, ARC RCA and ARC DNAV, ARC NYCR and BDCA have each completed their primary offering stages, and ARC Global II, RFT, BDCA II, PECO II, UDF V and ARC HOST are in their offering and acquisition stages. None of these public programs have reached the stated date or time period by which they might be liquidated or engage in another liquidity event.

Adverse Business Developments and Conditions

On October 29, 2014, ARCP announced that its audit committee had concluded that the previously issued financial statements and other financial information contained in certain public filings should no longer be relied upon. This conclusion was based on the preliminary findings of an investigation conducted by ARCP’s audit committee which concluded that certain accounting errors were made by ARCP personnel that were not corrected after being discovered, resulting in an overstatement of AFFO and an understatement of ARCP’s net loss for the three and six months ended June 30, 2014. ARCP also announced the resignation of its chief

accounting officer and its chief financial officer. ARCP’s former chief financial officer also is one of the non-controlling owners of the parent of our sponsor, but does not have a role in managing our business or our sponsor’s business. In December 2014, ARCP announced the resignation of its executive chairman, who was also the chairman of our board of directors until his resignation on December 29, 2014. This individual is one of the controlling members of the parent of our sponsor.

On March 2, 2015, ARCP announced the completion of its audit committee’s investigation and filed amendments to its Form 10-K for the year ended December 31, 2013 and its Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, which are available at the internet site maintained by the SEC, www.sec.gov. According to these filings, these amendments corrected errors in ARCP’s financial statements and in its calculation of AFFO that resulted in overstatements of AFFO for the years ended December 31, 2011, 2012 and 2013 and the quarters ended March 31, 2013 and 2014 and June 30, 2014 and described certain results of its investigations, including matters relating to payments to, and transactions with, affiliates of the parent of our sponsor and certain equity awards to certain officers and directors. In addition, ARCP disclosed that the audit committee investigation had found material weaknesses in ARCP’s internal control over financial reporting and its disclosure controls and procedures. ARCP also disclosed that the SEC has commenced a formal investigation, that the United States Attorney’s Office for the Southern District of New York contacted counsel for both ARCP’s audit committee and ARCP with respect to the matter and that the Secretary of the Commonwealth of Massachusetts has issued a subpoena for various documents.”

Plan of Distribution

The following disclosure hereby replaces in its entirety the disclosure under the heading “The Offering” on page 260 of the Prospectus.

“We are offering a maximum of 80,000,000 shares of our common stock to the public through our dealer manager, a registered broker-dealer affiliated with our advisor, in our primary offering at a price of up to $25.00 per share (which includes the maximum allowed to be charged for commission and fees, subject to certain discounts as described below), except as provided below.

The shares are being offered on a “reasonable best efforts” basis. We also are offering up to 21,052,631 shares of common stock under our DRIP, initially at $23.75 per share, which is 95% of the primary offering price, until the NAV pricing date. On and after the NAV pricing date, the per share purchase price for our shares in our primary offering will vary quarterly and will be equal to our NAV, divided by the number of shares outstanding as of the end of the business day preceding the day on which we file our quarterly financial filing, plus applicable commissions and fees. On and after the NAV pricing date, we will offer shares under our DRIP at per share NAV, subject to certain limitations, as described in the “Distribution Reinvestment Plan” section of this prospectus. We reserve the right to reallocate the shares of our common stock we are offering between our primary offering and the DRIP.

On November 15, 2015, our board of directors, on the advice of our advisor, authorized the suspension of our initial public offering effective December 31, 2015. The DRIP and the SRP will remain in place following this suspension. On November 18, 2015, the dealer manager notified us that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for this offering, effective immediately. There can be no assurance as to when the dealer manager will resume sales activities or when we will resume this offering, if at all.

If the dealer manager does resume sales activities and we do resume this offering, the offering of shares of our common stock will terminate on or before January 7, 2016, which is two years after the effective date of this offering. If we have not sold all the shares within two years, we may continue our primary offering for an additional year until January 7, 2017. If we decide to continue our primary offering beyond two years from the date of this prospectus, we will provide that information in a prospectus supplement. This offering must be registered in every state in which we offer or sell shares. Generally, such registrations are for a period of one year. Thus, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. At the discretion of our board of directors, we may elect to extend the termination date of this offering of shares reserved for issuance pursuant to the DRIP until we have sold all shares allocated to the DRIP in which case participants in the DRIP will be notified. We reserve the right to terminate this offering at any time prior to the stated termination date.”

Experts

The following disclosure hereby replaces in its entirety the disclosure under the heading “EXPERTS” on page 272 of the Prospectus.

“EXPERTS

The combined consolidated financial statements of W2007 Grace I, LLC and WNT Holdings, LLC at December 31, 2014 and for the year then ended and the consolidated financial statements of W2007 Grace I, LLC and Subsidiaries at December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013, incorporated by reference in this Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon, incorporated by reference herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The consolidated balance sheet as of December 31, 2014 (successor) and the combined balance sheet as of December 31, 2013 (predecessor) of American Realty Capital Hospitality Trust, Inc. and subsidiaries, and the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for the period from March 21, 2014 to December 31, 2014 (successor) and the combined statements of operations and comprehensive income (loss), changes in equity, and cash flows for the period from January 1, 2014 to March 20, 2014 (predecessor) and the year ended December 31, 2013 (predecessor), have been incorporated by reference herein and in the registration statement in reliance upon

the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.”

Incorporation of Certain Information by Reference

The following disclosure hereby replaces in its entirety the second bullet point under the heading “INCORPORATION OF CERTAIN INFORMATION BY REFERENCE” on page 273 of the Prospectus.

Subscriptions Agreements

The forms of subscription agreement contained in Appendix C-1 and Appendix C-2 of the Prospectus and all prior supplements are hereby replaced with the revised forms of subscription agreement attached to this Supplement No. 8 as Appendix C-1 and Appendix C-2. These revised forms of subscription agreement supersede and replace the forms of subscription agreement contained in the Prospectus and all prior supplements.

Annex A

On August 12, 2015, we filed with the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, which is attached as Annex A to this Supplement No. 8.

Annex B

On November 16, 2015, we filed with the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, which is attached as Annex B to this Supplement No. 8.

APPENDIX C-1

APPENDIX C-2

ANNEX A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 10-Q

 

(Mark One)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55394

 

AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland		80-0943668
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

405 Park Avenue, 14th Floor New York, New York		10022
(Address of Principal Executive Office)		(Zip Code)

(212) 415-6500

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No 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 filer o		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of August 1, 2015 was 26,985,483.

TABLE OF CONTENTS

		Page
PART I
Item 1. Financial Statements			1
Condensed Consolidated Balance Sheets as of June 30, 2015 (Unaudited) and December 31, 2014			1
Condensed Consolidated/Combined Statements of Operations and Comprehensive Income (Loss) (Unaudited) of the Successor for the Three Months Ended June 30, 2015 and the Three Months Ended June 30, 2014 and for the Six Months Ended June 30, 2015 and for the period of March 21 to June 30, 2014 and of the Predecessor for the Period from January 1 to March 20, 2014			2
Condensed Consolidated Statement of Changes in Equity (Unaudited) for the Six Months Ended June 30, 2015			3
Condensed Consolidated/Combined Statements of Cash Flows (Unaudited) of the Successor for the Six Months Ended June 30, 2015 and for the period of March 21 to June 30, 2014 and of the Predecessor for the Period from January 1 to March 20, 2014			5
Notes to Condensed Consolidated/Combined Financial Statements (Unaudited)			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			30
Item 3. Quantitative and Qualitative Disclosures About Market Risk			46
Item 4. Controls and Procedures			46
PART II
Item 1. Legal Proceedings			47
Item 1A. Risk Factors			47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			52
Item 3. Defaults Upon Senior Securities			53
Item 4. Mine Safety Disclosures			53
Item 5. Other Information			53
Item 6. Exhibits			54
Signatures			55

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)

		June 30, 2015				December 31, 2014
		(unaudited)
ASSETS
Real estate investments:
Land		$	286,540			$	12,061
Buildings and improvements			1,486,493				81,176
Furniture, fixtures and equipment			138,281				5,308
Total real estate investments			1,911,314				98,545
Less: accumulated depreciation and amortization			(28,770	)			(2,796	)
Total real estate investments, net			1,882,544				95,749
Cash and cash equivalents			76,702				131,861
Acquisition deposits			28,000				75,000
Restricted cash			71,661				3,437
Investments in unconsolidated entities			3,303				5,475
Below-market lease asset, net			10,425				8,060
Prepaid expenses and other assets			38,926				11,801
Deferred financing fees, net			16,474				1,991
Total Assets		$	2,128,035			$	333,374
LIABILITIES, NON-CONTROLLING INTEREST AND EQUITY
Mortgage notes payable		$	1,187,102			$	45,500
Promissory notes payable			—				64,849
Mandatorily redeemable preferred securities			408,810				—
Accounts payable and accrued expenses			53,558				14,219
Due to affiliates			3,159				7,011
Total Liabilities		$	1,652,629			$	131,579
Equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding			—				—
Common stock, $0.01 par value, 300,000,000 shares authorized, 25,016,906 and 10,163,206 shares issued and outstanding, respectively			250				102
Additional paid-in capital			546,043				221,379
Deficit			(73,655	)			(19,686	)
Total equity of American Realty Capital Hospitality Trust, Inc. stockholders			472,638				201,795
Non-controlling interest – consolidated variable interest entity			2,768				—
Total Equity		$	475,406			$	201,795
Total Liabilities, Non-controlling Interest and Equity		$	2,128,035			$	333,374

 
 
The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.
 
CONDENSED CONSOLIDATED/COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except for share and per share data)
(Unaudited)

		Successor				Successor				Successor				Successor				Predecessor
		Three Months Ended June 30, 2015				Three Months Ended June 30, 2014				Six Months Ended June 30, 2015				For the Period from March 21 to June 30, 2014				For the Period from January 1 to March 20, 2014
Revenues
Rooms		$	126,009			$	8,543			$	176,501			$	9,508			$	6,026
Food and beverage			4,366				1,790				7,161				2,021				1,543
Other			3,115				1,127				4,654				1,251				676
Total revenue		$	133,490			$	11,460			$	188,316			$	12,780			$	8,245
Operating expenses
Rooms			28,329				1,710				38,643				1,913				1,405
Food and beverage			3,548				1,202				5,523				1,338				1,042
Management fees			5,325				465				7,532				511				289
Other property-level operating expenses			48,811				4,324				69,528				4,831				3,490
Depreciation and amortization			19,550				890				26,621				1,012				994
Rent			1,545				1,223				2,828				1,353				933
Total operating expenses			107,108				9,814				150,675				10,958				8,153
Income from operations		$	26,382			$	1,646			$	37,641			$	1,822			$	92
Interest expense			(23,483	)			(2,031	)			(33,643	)			(2,243	)			(531	)
Acquisition and transaction related costs			(1,148	)			(187	)			(38,431	)			(4,645	)			—
Other income			2,201				—				2,201				—				—
Equity in earnings (losses) of unconsolidated entities			115				2,346				8				2,346				(166	)
General and administrative			(1,471	)			(779	)			(3,964	)			(1,469	)			—
Total other expenses, net			(23,786	)			(651	)			(73,829	)			(6,011	)			(697	)
Net income (loss) before taxes		$	2,596			$	995			$	(36,188	)		$	(4,189	)		$	(605	)
Provision for income taxes			2,164				1,077				3,356				1,175				—
Net income (loss) and comprehensive income (loss)		$	432			$	(82	)		$	(39,544	)		$	(5,364	)		$	(605	)
Less: Net loss attributable to non-controlling interest		$	(6	)		$	—			$	(6	)		$	—			$	—
Net income (loss) attributable to American Realty Capital Hospitality Trust, Inc.		$	438			$	(82	)		$	(39,538	)		$	(5,364	)		$	(605	)
Basic net income (loss) per share		$	0.03			$	(0.21	)		$	(2.31	)		$	(22.86	)			NA
Diluted net income (loss) per share		$	0.03			$	(0.21	)		$	(2.30	)		$	(22.86	)			NA
Basic weighted average shares outstanding			16,990,324				398,796				17,083,902				234,621				NA
Diluted weighted average shares outstanding			17,024,900				398,796				17,083,902				234,621				NA

NA — not applicable

 
 
The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.
 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(In thousands, except for share data)
(Unaudited)

		Common Stock								Additional Paid-in Capital				Deficit				Total Equity of American Realty Capital Hospitality Trust, Inc. Stockholders				Non- controlling Interest				Total Non-controlling Interest and Equity
		Number of Shares				Par Value
Balance, December 31, 2014			10,163,206			$	102			$	221,379			$	(19,686	)		$	201,795			$	—			$	201,795
Issuance of common stock			14,602,483				146				362,969				—				363,115				—				363,115
Net loss attributable to American Realty Capital Hospitality Trust, Inc.			—				—				—				(39,538	)			(39,538	)			—				(39,538	)
Net loss attributable to non-controlling interest			—				—				—				(6	)			(6	)			—				(6	)
Non-controlling interest – consolidated variable interest entity			—				—				—				—				—				2,768				2,768
Dividends paid or declared			—				—				—				(14,425	)			(14,425	)			—				(14,425	)
Common stock issued through Distribution Reinvestment Plan			251,217				2				5,966				—				5,968				—				5,968
Share-based payments			—				—				35				—				35				—				35
Common stock offering costs, commissions and dealer manager fees			—				—				(44,306	)			—				(44,306	)			—				(44,306	)
Balance, June 30, 2015			25,016,906			$	250			$	546,043			$	(73,655	)		$	472,638			$	2,768			$	475,406