424B3 1 v413890_424b3.htm 424B3

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

AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.
SUPPLEMENT NO. 3, DATED JUNE 30, 2015,
TO THE PROSPECTUS, DATED APRIL 28, 2015

This prospectus supplement, or this Supplement No. 3, 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. 1, dated May 15, 2015, or Supplement No. 1, and Supplement No. 2, dated June 12, 2015, or Supplement No. 2. This Supplement No. 3 modifies, supersedes and replaces certain information contained in the Prospectus, Supplement No. 1 and Supplement No. 2 and should be read in conjunction with the Prospectus and Supplement No. 1 and Supplement No. 2. This Supplement No. 3 will be delivered with the Prospectus, Supplement No. 1 and Supplement No. 2. 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. 3 are to, among other things:

update the status of our public offering;
update disclosure relating to risk factors;
update the 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).

Shares Currently Available for Sale

As of June 15, 2015, there were approximately 23.8 million shares of our common stock outstanding. As of June 15, 2015, there were approximately 56.5 million shares of our common stock available for sale, excluding shares available under our DRIP.

S-1


 
 

PROSPECTUS UPDATES

Risk Factors

The following risk factor replaces in its entirety the risk factor included in Supplement No. 2 under the heading “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” which replaced in its entirety the risk factor beginning on page 32 of the Prospectus.

    “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, a majority of our independent directors waived the total portfolio leverage requirement of our charter with respect to the acquisition of the Grace Portfolio should such total portfolio leverage exceed 300% of our total “net assets” (as defined in our charter) upon the acquisition of the Grace Portfolio. 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 March 31, 2015, our total portfolio leverage was 538%. As of March 31, 2015, the principal amount of our outstanding secured financing, which excludes the Grace Preferred Equity Interests, was approximately 60% of the total value of our real estate investments and our other assets.

Since the closing of the Grace Acquisition, we have used an aggregate of $106.7 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 mandatory redemptions of the Grace Preferred Equity Interests of $38.3 million. Following these mandatory redemptions, approximately $408.8 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 35.0% of offering proceeds to redeem the Grace Preferred Equity Interests at par, up to a maximum of $350.0 million in redemptions for any 12-month period.We expect that upon repayment 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 costs of deposits and closing consideration under the agreements we have entered into to acquire 44 additional hotels, or the Pending Acquisitions, from three independent groups of sellers for an aggregate $743.9 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 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 risk factor with the same heading included in Supplement No. 2 is hereby added 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 subject to a number of conditions, including our satisfactory completion of due diligence on all 44 hotels we may be acquiring. We have paid $28.0 million in initial earnest money deposits in connection with the Pending Acquisitions, and we have the right, during due diligence period that

S-2


 
 

expires in mid-July 2015, to elect to terminate the applicable agreements and obtain a refund of the applicable initial deposits. Following the expiration of these due diligence periods, we will be obligated to make additional earnest money deposits and we will no longer have the right to terminate the applicable agreements for any reason or no reason and obtain a refund of either the initial or the additional deposits.

The Pending Acquisitions are scheduled to close in seven separate closings during the third and fourth quarters of 2015 and the first quarter of 2016 subject to certain closing conditions, including, 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 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. Our failure to raise sufficient proceeds from this offering or obtain such mortgage financing in the amount required to complete the Pending Acquisitions could cause us to default under the related agreements. 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.” There also can be no assurance with respect to whether the Pending Acquisitions will be completed on the currently contemplated terms, other terms or at all.

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, following the expiration of the due diligence periods in mid-July 2015, 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 expect we will have 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.”

Description of Real Estate Investments

The following disclosure hereby deletes and replaces the heading and the first paragraph under the heading “Pending Acquisitions” included in Supplement No. 2.

“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 seven separate closings if certain conditions are met. See “Risk Factors — Risks Related to an Investment in American Realty Capital Hospitality Trust, Inc. — We may not, in whole or in part, complete the Pending Acquisitions on the currently contemplated terms, other terms or at all.”

S-3


 
 

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

“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 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 expected to be purchased in three separate closings, each of which we refer to as a Noble Closing, two of which are scheduled to occur in the fourth quarter of 2015 (four hotels in November and six hotels in December), and the third Noble Closing 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 hotels in the Noble Portfolio. We have certain rights to postpone each of the Noble Closings.

The following table lists the 13 hotels in the Noble Portfolio.

   
Hotel   Location   Number of Rooms
Hotels to be purchased at first Noble Closing (scheduled closing in November 2015):
Courtyard Columbus Downtown   Columbus, OH   150
Hyatt House Cobb Galleria   Atlanta, GA   149
Hilton Garden Inn Monterey   Monterey, CA   204
Hyatt Place Chicago/Schaumburg   Schaumburg, IL   127
Hotels to be purchased at second Noble Closing (scheduled closing in December 2015):
Hilton Birmingham Perimeter Park   Birmingham, AL   205
Hyatt Place Princeton   Princeton, NJ   122
Hyatt Place Atlanta Perimeter Center   Atlanta, GA   150
Hyatt Place Fort Worth/Cityview   Fort Worth, TX   127
Hyatt Place Fort Worth/Hurst   Fort Worth, TX   127
Hyatt Place Minneapolis/Eden Prairie   Eden Prairie, MN   126
Hotels to be purchased at third Noble Closing (scheduled closing in March 2016):
Hilton Garden Inn Boston Waltham   Waltham, MA   148
Hyatt House Boston Waltham   Waltham, MA   135
Hyatt Place Fair Lawn/Paramus   Fair Lawn, NJ   143

The aggregate cash purchase price for the Noble Portfolio under the Noble Agreements is approximately $300 million, subject to closing prorations and other adjustments. Pursuant to the terms of the Noble Agreements, our obligation to consummate any 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 under the PSAs, collectively, of $15 million. Pursuant to each of the PSAs, we have the right, during a due diligence period that expires on July 15, 2015, to elect to terminate the applicable PSA for any reason and obtain a refund of the initial deposit. Pursuant to the Side Letter, if this right is exercised under any individual PSA, all of the other PSAs will also be terminated automatically. On July 15, 2015, unless we have elected to terminate the PSAs during the due diligence period, we will become obligated to make additional earnest money deposits under the PSAs of, in

S-4


 
 

the aggregate, $15 million which, together with the initial deposits, will be credited toward the purchase price at the Noble Closings, and we will no longer have the right to terminate the PSAs for any reason and obtain a refund of either the initial or the additional deposits. In addition, we and the Noble Sellers have other customary termination rights under the PSAs exercisable prior or subsequent to the expiration of the due diligence period 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.

The initial deposits were funded with proceeds from this offering. We anticipate funding the additional deposits when due with proceeds from this offering and the remainder of the purchase price at the Noble Closings with a combination of proceeds from this offering and mortgage debt financing. There can be no assurance that we will be able to raise sufficient proceeds from this offering or obtain such mortgage financing in the amount required to complete the acquisition of the Noble Portfolio.

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

Subscription Agreements

The forms of subscription agreement contained in Appendix C-1 and Appendix C-2 of Supplement No. 2 are hereby replaced with the revised forms of subscription agreement attached to this Supplement No. 3 as Appendix C-1 and Appendix C-2. The revised form of subscription agreement supersedes and replaces the forms of subscription agreement contained in the Prospectus and Supplement No. 1 and Supplement No. 2.

S-5


 
 

APPENDIX C-1

[GRAPHIC MISSING]

C-1-1


 
 

[GRAPHIC MISSING]

C-1-2


 
 

[GRAPHIC MISSING]

C-1-3


 
 

[GRAPHIC MISSING]

C-1-4


 
 

[GRAPHIC MISSING]

C-1-5


 
 

[GRAPHIC MISSING]

C-1-6


 
 

[GRAPHIC MISSING]

C-1-7


 
 

[GRAPHIC MISSING]

C-1-8


 
 

[GRAPHIC MISSING]

C-1-9


 
 

APPENDIX C-2

[GRAPHIC MISSING]

C-2-1


 
 

[GRAPHIC MISSING]

C-2-2


 
 

[GRAPHIC MISSING]

C-2-3


 
 

[GRAPHIC MISSING]

C-2-4


 
 

[GRAPHIC MISSING]

C-2-5


 
 

[GRAPHIC MISSING]

C-2-6


 
 

[GRAPHIC MISSING]

C-2-7


 
 

[GRAPHIC MISSING]

C-2-8


 
 

[GRAPHIC MISSING]

C-2-9


 
 

[GRAPHIC MISSING]

C-2-10


 
 

[GRAPHIC MISSING]

C-2-11


 
 

[GRAPHIC MISSING]

C-2-12


 
 

[GRAPHIC MISSING]

C-2-13


 
 

[GRAPHIC MISSING]

C-2-14


 
 

[GRAPHIC MISSING]

C-2-15


 
 

[GRAPHIC MISSING]

C-2-16


 
 

[GRAPHIC MISSING]

C-2-17


 
 

[GRAPHIC MISSING]

C-2-18


 
 

[GRAPHIC MISSING]

C-2-19


 
 

[GRAPHIC MISSING]

C-2-20


 
 

[GRAPHIC MISSING]

C-2-21


 
 

[GRAPHIC MISSING]

C-2-22