424B3 1 v419927_424b3.htm 424B3

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

AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.
 
SUPPLEMENT NO. 6, DATED SEPTEMBER 9, 2015,
TO THE PROSPECTUS, DATED APRIL 28, 2015

This prospectus supplement, or Supplement No. 6, is part of the prospectus of American Realty Capital Hospitality Trust, Inc., or the Company, dated April 28, 2015, or the Prospectus, as supplemented by Supplement No. 4, dated July 28, 2015, or Supplement No. 4, and Supplement No. 5, dated August 13, 2015, or Supplement No. 5. This Supplement No. 6 supplements, modifies, supersedes and replaces certain information contained in the Prospectus, Supplement No. 4 and Supplement No. 5 and should be read in conjunction with the Prospectus, Supplement No. 4 and Supplement No. 5. This Supplement No. 6 will be delivered with the Prospectus, Supplement No. 4 and Supplement No. 5. 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. 6 are to, among other things:

update operating information;
update disclosure in the prospectus summary;
update disclosure relating to risk factors;
update disclosure regarding management;
update disclosure regarding conflicts of interest;
update disclosure relating to description of real estate investments; and
replace Appendix C-1 — Subscription Agreement and Appendix C-2 — Multi-Offering Subscription Agreement.


 
 

OPERATING INFORMATION

Status of the Offering

We commenced our reasonable best efforts initial public offering of up to 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.

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. We expect to complete the Pending Acquisitions in seven separate closings, which are currently scheduled to occur during the fourth quarter of 2015 and the first quarter of 2016. As of September 8, 2015, we have made approximately $73.1 million in deposits with respect to the Pending Acquisitions 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.

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 ten advances and secured by mortgages on the hotels to be acquired. Each advance is subject to customary funding conditions and there can be no assurance that all, or any, of the advances will be funded. Our failure to obtain the funds required to complete the acquisition of the Pending Portfolio, through proceeds from this offering, advances under the term loan agreement or from another source, could cause us to default under the related agreements. 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.

Shares Currently Available for Sale

As of August 31, 2015, there were approximately 28.7 million shares of our common stock outstanding. As of August 31, 2015, there were approximately 51.8 million shares of our common stock available for sale in our primary offering.

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.

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

               
  Three Months Ended June 30,   Six Months Ended June 30,
     2015   2014   2015   2014
Distributions:
                                                                       
Distributions paid in cash directly to stockholders   $ 4,075              $ 62              $ 6,485              $ 62           
Distributions reinvested in common stock issued under the DRIP     3,771             20             5,966             20        
Total distributions   $ 7,846           $ 82           $ 12,451           $ 82        
Source of distribution coverage:
                                                                       
Cash flows provided by operations   $       %    $       %    $       %    $       % 
Offering proceeds from issuance of common stock     4,075       51.9 %      62       75.6 %      6,485                62       75.6 % 
Offering proceeds reinvested
in common stock issued under DRIP
    3,771       48.1 %      20       24.4 %      5,966                20       24.4 % 
Total sources of distributions   $ 7,846       100.0 %    $ 82       100 %    $ 12,451              $ 82       100.0 % 
Cash flows provided by (used in) operations (GAAP)   $ 15,757           $ (263         $ (15,922         $ (3,886 )       
Net income (loss) (GAAP)   $ 432           $ (82 )          $ (39,544         $ (5,364 )       

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 June 30, 2015 (in thousands):

 
  For the Period
from July 25, 2013
(date of inception)
to June 30, 2015
Distributions paid:
        
Common stockholders in cash and reinvested in DRIP   $ 15,921  
Total distributions paid   $ 15,921  
Reconciliation of net loss:
        
Revenues   $ 223,187  
Acquisition and transaction related     (49,315 ) 
Depreciation and amortization     (29,417 ) 
Other operating expenses     (151,676 ) 
Other non-operating expenses     (43,223 ) 
Income tax     (3,947 ) 
Net loss (GAAP)   $ (54,391 ) 
Cash flows used in operations (GAAP)   $ (25,573 ) 
Reconciliation of FFO
        
Net loss attributable to American Realty Capital Hospitality Trust, Inc.
(GAAP)
    (54,385 ) 
Depreciation and amortization     29,417  
Company’s share of depreciation and amortization of variable interest entities     518  
FFO attributable to common shareholders   $ (24,450 ) 

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For the period from our inception, on July 25, 2013, through June 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 six months ended June 30, 2015 (in thousands). During the period from our inception on July 25, 2013 through June 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 $159.8 million as set forth in more detail below. In addition, as of June 30, 2015, $3.1 million was accrued and unpaid. There have been no fees incurred that were forgiven by our sponsor or its affiliates as of June 30, 2015.

       
  Incurred for
Three Months
Ended
June 30,
2015
  Incurred for
Six Months
Ended
June 30,
2015
  Incurred from
Period from
July 25, 2013
(inception)
through
June 30,
2015
  Payable
as of
June 30,
2015
Commissions and fees from our dealer
manager
  $ 19,095     $ 34,625     $ 77,819     $ 245  
Compensation and reimbursement and expenses for services provided by our advisor and its affiliates     4,525       9,934       18,374       552  
Acquisition fees to our advisor     81       29,011       30,690        
Financing coordination fees from our advisor     44       11,879       12,738        
Management fees and reimbursable expenses to our property manager and sub-property manager     4,333       6,883       14,057       2,327  
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       230       805        
Total   $ 28,193     $ 92,562     $ 159,753     $ 3,124  

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PROSPECTUS UPDATES

Prospectus Summary

The following disclosure, which modifies, supersedes and replaces disclosure contained in Supplement No. 5, should be read in conjunction with the “What is American Realty Capital Hospitality Trust, Inc.?” subsection of the “Prospectus Summary” section on page 1 of the Prospectus, the paragraph under the “What is the experience of your sponsor?” subsection of the “Prospectus Summary” section on page 3 of the Prospectus, the “The Advisor,” “The Property Manager and The Sub-Property Manager” and “Dealer Manager” subsections of the “Management” section on pages 111, 114 and 116 of the Prospectus and the “Dealer Manager and Compensation We Will Pay for the Sale of Our Shares” subsection of the “Plan of Distribution” section on page 210 of the Prospectus and all similar discussions appearing throughout the Prospectus.

“On August 6, 2015, AR Capital, LLC, or ARC, the parent of our sponsor, entered into a Transaction Agreement, or the Transaction Agreement, with AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, or AMH, and an affiliate of Apollo Global Management, LLC (NYSE: APO), which, together with its consolidated subsidiaries, we refer to as Apollo, and a newly formed entity, AR Global Investments, LLC, a Delaware limited liability company, or AR Global. The Transaction Agreement provides that ARC will transfer to AR Global a majority of the assets of its ongoing asset management business (including equity interests in its subsidiaries), and that AMH or an affiliate of AMH will contribute certain other assets to AR Global. Following the consummation of the transaction contemplated by the Transaction Agreement, AMH will hold a 60% interest in AR Global and ARC will hold a 40% interest in AR Global. The business and affairs of AR Global will be overseen by a board of managers comprised of ten members, six of which will be appointed by AMH and four of which will be appointed by ARC. Our advisor is currently owned indirectly by ARC and following this transaction will be owned indirectly by AR Global. American Realty Capital Hospitality Properties, LLC, our property manager, is not included in the assets which will be transferred to AR Global and will continue to be indirectly owned by ARC following this transaction. ARC’s interest in Crestline Hotels & Resorts, LLC, our sub-property manager, is included in the assets which will be transferred to AR Global in the transaction.

Also on August 6, 2015, RCS Capital Corporation, or RCS Capital, the parent of our dealer manager and a company under common control with ARC, announced that it has entered into an agreement with an affiliate of Apollo to sell RCS Capital’s Wholesale Distribution division, including our dealer manager, and certain related entities. Upon completion of this transaction, our dealer manager will continue to operate as a stand-alone entity within AR Global. The current management team of our dealer manager, which is led by William E. Dwyer III, will continue to operate the day-to-day functions of the business.

The transactions described above, which we refer to collectively as the AR Global transactions, are subject to customary closing conditions and are expected to close in 2015. Upon consummation of these transactions, our advisor, dealer manager, property manager, sub-property manager and sponsor are expected to continue to serve in their respective capacities to us. Our independent directors unanimously endorsed these transactions.”

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 Crestline Hotels & Resorts, LLC, or our sub-property manager, and Barceló Crestline Corporation, the former owner of the Barceló Portfolio, directly owns 40% of the membership interests. 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.

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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 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.”

As of September 1, 2015, 53 of the hotel assets we have acquired are managed by our sub-property manager and 69 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 final sentence under the heading “Do you use leverage?” on page 6 of the Prospectus, as updated in Supplement No. 4.

“We intend to use substantial available proceeds from this offering to reduce our borrowings, including to make mandatory redemptions of the Grace Preferred Equity Interests, and we expect that upon redemption of the Grace Preferred Equity Interests in full we will have reduced our portfolio leverage to below the 300% maximum limit. 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 that will be secured by all 44 hotels expected to be acquired in the Pending Acquisitions, or the Pending Acquisitions Mortgage Debt. We do not expect the incurrence of the Pending Acquisitions Mortgage Debt to adversely impact our plans to reduce our portfolio leverage to below the 300% limit.”

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Risk Factors

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.

“•   We, directly or indirectly through our taxable REIT subsidiaries, retain our property manager, an affiliate of our advisor, and our property manager retains 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 sub-property manager for the applicable hotel properties. The advisor and its affiliates face certain conflicts of interests in determining whether to assign our hotel properties to our sub-property manager or a third-party sub-property manager because of the compensation that will be paid to the sub-manager;”

The following risk factor 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” beginning on page 32 of the Prospectus, as updated in Supplement No. 4, and cross-references to the risk factor replaced on pages 34 and 79 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 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 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, and we expect it will continue to do so for an indeterminate period of time. As of June 30, 2015, our total portfolio leverage was 316%. As of June 30, 2015, the principal amount of our outstanding secured financing, which excludes the Grace Preferred Equity Interests, was approximately 56% of the total value of our real estate investments and our other assets.

Since the closing of the Grace Acquisition and through September 4, 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 expect that upon redemption of the Grace Preferred Equity Interests in full we will have reduced our portfolio leverage to below the 300% maximum limit. 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 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 closing consideration in connection with the Pending Acquisitions in the aggregate of $739.8 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

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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 replaces in its entirety the first sentence of 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 page 33 of the Prospectus, as updated by Supplement No. 4.

“During the year ended December 31, 2014 and the six months ended June 30, 2015, we paid distributions of $3.5 million and $12.5 million, respectively, all of which were funded from proceeds of this offering, including proceeds of this offering which were reinvested in common stock issued pursuant to the DRIP.”

The following risk factor 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” beginning on page 35 of the Prospectus, as updated by Supplement No. 4, and cross-references to the risk factor contained in Supplement No. 4 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 an aggregate of $73.5 million in periodic PIP reserve deposits during 2015 and 2016 to cover a portion of the estimated costs of the PIPs on the 96 hotels collateralizing that debt. In addition, pursuant to a guaranty entered into in connection with the Assumed Grace Indebtedness, we are required to guarantee the difference between (i) the cost of the PIPs with respect to those 96 hotels during the 24-month period following the acquisition of the Grace Portfolio, estimated to be $102.0 million, and (ii) the amount actually deposited into the PIP reserve with respect to the Assumed Grace Indebtedness.

Pursuant to the terms of the Additional Grace Mortgage Loan, we are required to make an aggregate of $20.0 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 expect to enter into as part of the Pending Acquisitions. 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 2018.

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.

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Our capital expenditures with respect to PIPs will be substantial and could adversely affect our ability to pay distributions or reduce our borrowings 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 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” beginning on page 36 of the Prospectus.

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

We expect that our properties will require us to make substantial capital expenditures over the next few years, part of which will be funded through an estimated $143.5 million in PIP 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. 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 or acquire additional properties.”

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 “We may not, in whole or in part, complete the Pending Acquisitions on the currently contemplated terms, other terms or at all” added in Supplement No. 4 above the heading “Risks Related to Conflicts of Interest” on page 39 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.

The Pending Acquisitions are scheduled to close in seven separate closings 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 any condition to the closing of the Pending Acquisitions will be satisfied or waived, if permitted, or that any event, development or change will not occur prior to the consummation of the Pending Acquisitions that would prevent us from completing them, including, without limitation, litigation. Moreover, we have the right

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to terminate the applicable Pending Acquisitions with respect to 39 of the hotels under certain circumstances that may cause the maximum number of hotels we will purchase, and the corresponding purchase price, to be decreased.

In addition, we anticipate funding the purchase price due at the closings with a combination of proceeds from this offering and mortgage debt financing. 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 in up to ten advances. 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.

Each advance under the Pending Acquisitions Mortgage Debt is subject to customary funding conditions and there can be no assurance that all, or any, of the 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. 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. See “— 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.”

If, for any reason, the Pending Acquisitions are not, in whole or in part, completed, we may be subject to several risks, including, but not limited to, the following:

the requirement that, under certain circumstances, including if the Pending Acquisitions are terminated because we have breached the applicable agreements, we may be required to forfeit all or a part of the $73.1 million in aggregate deposits we made in connection with the Pending Acquisitions;
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 focus of our management being 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.

If we do not, in whole or in part, complete the Pending Acquisitions, we could be subject to substantial losses, such as loss of our deposits and the incurrence of costs which we may be unable to recover. 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 factor 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. As of September 1, 2015, 47 of the hotels in the Grace Portfolio and all six of the hotels in the Barceló Portfolio are managed by our sub-property manager and 69 of the hotels in the Grace Portfolio are managed by third-party sub-property managers. For hotels that are managed by our sub-property manager, our management agreements with our

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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.

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 asset 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 replaces in its entirety the first two sentences of the risk factor under the heading “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” on page 61 of the Prospectus, as updated by Supplement No. 4.

“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 in up to ten advances. We expect to utilize the proceeds from the Pending Acquisitions Mortgage Debt to pay a portion of the consideration required to complete the Pending Acquisition. See “Description of Real Estate Investments — Pending Acquisitions — Deutsche Bank Term Loan Agreement.””

The following disclosure replaces in its entirety the second sentence in the risk factor under the heading “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” on page 62 of the Prospectus, as updated by Supplement No. 4.

“We have entered into a term loan agreement pursuant to which we can incur the Pending Acquisitions Mortgage Debt in the amount of up to $450 million.”

The following disclosure replaces in its entirety the first sentence of the second paragraph of the risk factor under the heading “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” on page 63 of the Prospectus, as updated by Supplement No. 4.

“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.”

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The following disclosure hereby replaces the disclosure added in Supplement No. 4 as the second sentence of the risk factor under the heading “Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to pay distributions to our stockholders” on page 63 of the Prospectus.

“The Pending Acquisitions Mortgage Debt will also bear interest at variable rates.”

The following disclosure hereby replaces the disclosure added in Supplement No. 4 as the third sentence of the risk factor under the heading “Interest-only and adjustable rate indebtedness may increase our risk of default” on page 63 of the Prospectus.

“The Pending Acquisitions Mortgage Debt will be interest-only for the initial three-year term.”

Management

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.

The Property Manager and The 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, as of September 1, 2015, 53 of the hotel assets we have acquired are managed by our sub-property manager and 69 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. As of September 1, 2015, our sub-property manager manages 87 hotels, including all six hotels in the Barceló Portfolio and 47 hotels in the Grace Portfolio, with more than 13,500 rooms in 25 states and the District of Columbia on behalf of owners that include public REITs, private developers and private investors. 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.

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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 disclosure under the heading “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

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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 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, as of September 1, 2015, 53 of the hotel assets we have acquired are managed by our sub-property manager and 69 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.”

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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 hereby replaces in its entirety the disclosure under the caption “Summit Portfolio” added in Supplement No. 4 to page 189 of the Prospectus.

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 expected to be purchased in three separate closings, each of which we refer to as a Summit Closing, the first two of which are scheduled to occur in the fourth quarter of 2015 (10 hotels pursuant to the First Summit Agreement and 10 hotels pursuant to the Second Summit Agreement), and the third Summit Closing 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 hotels in the Summit Portfolio. We have certain rights to postpone each of the 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

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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
Hotels to be purchased at first Summit Closing (scheduled closing in the fourth quarter of 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     $     
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     $  
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     $  
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     $  
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     $  
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     $  
Hampton Inn – 
Ft. Wayne
    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     $  
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     $  
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     $  
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     $  
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     $  
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     $  
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     $  
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     $  
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     $  
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     $  
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     $  
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     $  
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     $  
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     $  

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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
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     $  
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     $  
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     $  
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     $  
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     $  
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     $  

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. The acquisition of the hotels that are the subject of any particular 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 in up to ten advances. Each advance is subject to customary funding conditions and there can be no assurance that all, or any, of the advances will be funded. Our failure to obtain the funds required to complete the acquisition of the Summit Portfolio, through proceeds from this offering, advances under the term loan agreement or from another source, could cause us to default under the Summit Agreements. 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 the acquisition of the Summit Portfolio will be completed on the currently contemplated terms, other terms or at all. See “Risk Factors — Risks Related to an Investment in American Realty Capital Hospitality Trust, Inc. — Our failure to raise proceeds from this offering at our expected rate could cause us to have insufficient funds to complete the Pending Acquisitions and cause us to default under the related agreements.”

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 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, we expect to pay our advisor approximately $5.3 million in acquisition fees.

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.

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.””

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The following disclosure hereby replaces in its entirety the seventh paragraph of the disclosure under the caption “Wheelock Portfolio” added in Supplement No. 4 to page 189 of the Prospectus.

“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 in up to ten advances. Each advance is subject to customary funding conditions and there can be no assurance that all, or any, of the advances will be funded. Our failure to obtain the funds required to complete the acquisition of the Wheelock Portfolio, through proceeds from this offering, advances under the term loan agreement or from another source, could cause us to default under the Wheelock Agreement. 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 the acquisition of the Wheelock Portfolio will be completed on the currently contemplated terms, other terms or at all. See “Risk Factors — Risks Related to an Investment in American Realty Capital Hospitality Trust, Inc. — Our failure to raise proceeds from this offering at our expected rate could cause us to have insufficient funds to complete the Pending Acquisitions and cause us to default under the related agreements.””

The following disclosure hereby replaces in its entirety the ninth paragraph of the disclosure under the caption “Noble Portfolio” added in Supplement No. 4 to page 189 of the Prospectus.

“These deposits were funded with proceeds from this offering. We anticipate funding the remainder of the purchase price at the Noble Closings with a combination of proceeds from this offering and mortgage debt financing. 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 in up to ten advances. Each advance is subject to customary funding conditions and there can be no assurance that all, or any, of the advances will be funded. Our failure to obtain the funds required to complete the acquisition of the Noble Portfolio, through proceeds from this offering, advances under the term loan agreement or from another source, could cause us to default under the Noble Agreements. 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 the acquisition of the Noble Portfolio will be completed on the currently contemplated terms, other terms or at all. See “Risk Factors — Risks Related to an Investment in American Realty Capital Hospitality Trust, Inc. — Our failure to raise proceeds from this offering at our expected rate could cause us to have insufficient funds to complete the Pending Acquisitions and cause us to default under the related agreements.””

The following disclosure hereby replaces in its entirety the ninth paragraph of the disclosure under the caption “Deutsche Bank Financing Commitment” added in Supplement No. 4 to page 189 of the Prospectus.

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.

Pursuant to the term loan agreement, which has an effective date of September 1, 2015, 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 2.75% and 3.25% for Eurodollar rate loans and between 1.75% and 2.25% for base rate loans, depending on the aggregate debt yield and aggregate loan-to-value of the properties securing the loans measured periodically. The loans will be funded on a delayed draw basis in up to ten advances, which may be used: (i) to fund closing consideration required to complete the seven separate closings expected to occur 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 will be funded.

The term loan has a term of three years, with two one-year extension options, and will be 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.

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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 2018. 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 the closing of the Pending Acquisitions Mortgage Debt, we paid our advisor approximately $3.4 million in financing coordination fees.”

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. 6 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.

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Appendix C-1

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Appendix C-2

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