424B3 1 v399011_424b3.htm 424B3

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

AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.

SUPPLEMENT NO. 15, DATED JANUARY 21, 2015,
TO THE PROSPECTUS, DATED JANUARY 7, 2014

This prospectus supplement, or this Supplement No. 15, is part of the prospectus of American Realty Capital Hospitality Trust, Inc., or the Company, dated January 7, 2014, or the Prospectus, as supplemented by Supplement No. 13, dated December 23, 2014, or Supplement No. 13 and Supplement No. 14, dated January 9, 2015, or Supplement No. 14. This Supplement No. 15 modifies, supersedes and replaces certain information contained in the Prospectus, Supplement No. 13 and Supplement No. 14, and should be read in conjunction with the Prospectus, Supplement No. 13 and Supplement No. 14. This Supplement No. 15 will be delivered with the Prospectus, Supplement No. 13 and Supplement No. 14. 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. 15 are to, among other things:

update disclosure relating to distributions;
update disclosure relating to the business and market overview; and
replace Appendix C-1 — Subscription Agreement and Appendix C-2 — Multi-Offering Subscription Agreement.

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OPERATING INFORMATION

Status of Distributions

The following table compares cumulative distributions paid to cumulative net income (in accordance with GAAP) for the period from July 25, 2013 (date of inception) through September 30, 2014 (in thousands):

 
  For the Period from
July 25, 2013
(date of inception) to
September 30, 2014
Distributions paid:
        
Common stockholders in cash   $ 500  
Common stockholders pursuant to DRIP     301  
Total distributions paid
  $ 801  
Reconciliation of net loss:
        
Revenues   $ 24,167  
Acquisition and transaction related     (7,610 )  
Depreciation and amortization     (1,919 )  
Other operating expenses     (18,958 )  
Other non-operating expenses     (3,231 )  
Income tax     (1,368 )  
Net loss (in accordance with GAAP)   $ (8,919 )  
Cash flows used in operations   $ (3,034 )  
FFO   $ (6,762 )  

For the nine months ended September 30, 2014, cash flows provided by operations covered 54.7% of our distributions, calculated in accordance with GAAP. As shown in the table above, we funded distributions with cash flows provided by operations, proceeds from our IPO and proceeds from our IPO which were reinvested in common stock issued pursuant to our DRIP. To the extent we pay distributions in excess of cash flows provided by operations, your investment may be adversely impacted. Since inception, our cumulative distributions have exceeded our cumulative FFO.

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PROSPECTUS UPDATES

Risk Factors

The following risk factor replaces in its entirety the risk factor under the heading “Distributions paid from sources other than our cash flow from operations, particularly from proceeds of this offering, will result in us having fewer funds available for the acquisition of targeted investments and may dilute your interests in us, which may adversely affect our ability to fund future distributions with cash flow from operations and may adversely affect your overall return on an investment in our common stock.” beginning on page 31 of the Prospectus.

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 for the acquisition of properties and other real estate-related investments and may dilute your interests in us, which may adversely affect our ability to fund future distributions with cash flows from operations and may adversely affect your overall return.

Our cash flows used in operations were $3.0 million for the nine months ended September 30, 2014. During the nine months ended September 30, 2014, we paid distributions of $0.8 million, of which $0.4 million, or 54.7%, was funded from cash flows provided by operations and $0.4 million, or 45.3%, was funded from offering proceeds and proceeds from our IPO which were reinvested in common stock issued pursuant to the DRIP.

Additionally, we may in the future pay distributions from sources other than from our cash flows from operations. We may use net proceeds from our IPO to fund distributions. Using proceeds from our IPO to pay distributions, especially if the distributions are not reinvested through our DRIP, reduces cash available for investment in assets or other purposes and reduces our per share stockholder equity.

We may not generate sufficient cash flows from operations to pay distributions. If we have not generated sufficient cash flows from our operations and other sources, such as from borrowings, the sale of additional securities, advances from our advisor, and our advisor's deferral, suspension or waiver of its fees and expense reimbursements, to fund distributions, we may use the proceeds from our IPO. Moreover, our board of directors may change our distribution policy, in its sole discretion, at any time. Distributions made from offering proceeds are a return of capital to stockholders, from which we will have already paid offering expenses in connection with our IPO. We have not established any limit on the amount of proceeds from our IPO that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would: (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences, if any; or (3) jeopardize our ability to qualify as a REIT.

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

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Business and Market Overview

The following replaces in its entirety the chart under the section entitled “Business and Market Overview — Macroeconomic Environment — Strong Growth Fundamentals in the Four Quadrants of Hospitality: GDP, Jobs, Housing and Consumer Confidence — GDP Growth” as included in Supplement No. 14.

[GRAPHIC MISSING]  

Sources: Federal Reserve Bank of St. Louis; Goldman Sachs Investment Management Research”

The following replaces in its entirety the chart under the section entitled “Business and Market Overview — Macroeconomic Environment — Strong Growth Fundamentals in the Four Quadrants of Hospitality: GDP, Jobs, Housing and Consumer Confidence — Recovering Existing Home Sales” as included in Supplement No. 14.

[GRAPHIC MISSING]  

Source: National Association of Realtors

Note: Existing home sales in millions.”

The following replaces in its entirety the chart under the section entitled “Business and Market Overview — Macroeconomic Environment — Rising Consumer Confidence” as included in Supplement No. 14.

[GRAPHIC MISSING]  

Source: University of Michigan”

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The following replaces in its entirety the chart under the section entitled “Business and Market Overview — Macroeconomic Environment — Corporate Profits (After-Tax)” as included in Supplement No. 14.

[GRAPHIC MISSING]  

Source: Federal Reserve Bank of St. Louis”

The following disclosure is added as a new section after the section entitled “Business and Market Overview — Macroeconomic Environment — Corporate Profits (After-Tax)” as included in Supplement No. 14 and modified above.

Lodging Demand: Corporate Earnings Growth as a Driver

Corporate earnings growth and white collar employment growth are both important drivers of lodging demand. Corporate earnings growth, as measured by the S&P 500 Index, is expected by FactSet to accelerate in 2015 to a rate of +12.0% from the +8.6% now estimated for 2014.

S&P 500 Earnings Growth Actuals/Estimates

[GRAPHIC MISSING]  

Source: FactSet”

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The following replaces in its entirety the chart under the section entitled “Business and Market Overview — Industry Overview — Growth in Travel and Lodging Expenditures” as included in Supplement No. 14.

[GRAPHIC MISSING]  

Source: U.S. Travel Association, May 5, 2014”

The following disclosure is added as a new section after the section entitled “Business and Market Overview — Industry Overview — Growth in Travel and Lodging Expenditures” as included in Supplement No. 14 and modified above.

Traveler Sentiment Trending Upward

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

[GRAPHIC MISSING]  

Source: MMGY Global/Mintel”

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The following replaces in its entirety the chart under the section entitled “Business and Market Overview — Industry Overview — RevPAR Growth & U.S. GDP Growth” as included in Supplement No. 14.

[GRAPHIC MISSING]  

Sources: PKF Hospitality Research, LLC; Smith Travel Research; Federal Reserve Bank of St. Louis; Goldman Sachs Investment Management Research”

The following disclosure is added as a new section after the section entitled “Business and Market Overview — Industry Overview — ADR Growth Occupancy Growth” as included in Supplement No. 14.

Accelerating Group Demand

Group business, which has recovered at a considerably slower pace relative to transient demand since the financial crisis, began to close the gap with transient in RevPAR and demand growth in 2014 and is expected to further strengthen in 2015. Solid group demand is an essential driver in allowing hotels to raise rates on transient business and is key to maximizing rate/revenue growth.

Historical RevPAR Growth by Segment

[GRAPHIC MISSING]  

Source: Smith Travel Research

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Demand Percent Change by Segment (LTM November 2014)

[GRAPHIC MISSING]  

Source: Smith Travel Research

Group Demand Room Nights Per Month (LTM Average, November 2014)

[GRAPHIC MISSING]  

Source: Smith Travel Research”

The following replaces in its entirety the disclosure under the section entitled “Business and Market Overview — Industry Overview — ARC Hospitality Focus Segments: Strong Growth Over Next Four Years” as included in Supplement No. 14.

Outperformance in Focus Chain Scales

According to PNC, Upscale, Upper Midscale and Midscale hotels, which benefited particularly well from rebounding group demand, experienced outsized gains in 2014 compared to Luxury/Upper Upscale and average RevPAR growth of 7.0% is expected in 2015.

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2015E RevPAR Growth by Chain Scale

[GRAPHIC MISSING]  

Source: PwC”

The following disclosure is added as a new section after the section entitled “Business and Market Overview — Industry Overview — ARC Hospitality Focus Segments: Substantial Untapped Future Upside Driven by ADR” as included in Supplement No. 14.

Current Positioning of ADR as Percentage of RevPAR Growth Indicates Significant Upside Remaining in Lodging Cycle:

The relationship between ADR and RevPAR growth is an important barometer to assess points in the lodging cycle. ADR growth approaching 100% of RevPAR growth indicates a potential inflection point, as it means occupancy levels are stagnating (likely caused by slowing demand and/or accelerating supply. Upscale, Upper Midscale and Midscale ADR growth as a percentage of RevPAR averaged only 51% as of the LTM October 2014 period.

ADR as a Percentage of RevPAR Growth, LTM October 2014

[GRAPHIC MISSING]  

Source: Smith Travel Research”

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The following replaces in its entirety the chart under the section entitled “Business and Market Overview — Industry Overview — Increasing ADR Metrics —Expanding RevPAR Metrics” as included in Supplement No. 14.

[GRAPHIC MISSING]  

Sources: Smith Travel Research; PKF Hospitality Research, LLC; U.S Bureau of Economic Analysis; Federal Reserve Bank of St. Louis; Goldman Sachs Investment Management Research”

The following disclosure is added as a new section after the section entitled “Business and Market Overview — Industry Overview — Expanding RevPAR Metrics” as included in Supplement No. 14.

Expected 2015E AFFO Growth by Sector

Lodging REIT sector outperformance is expected to continue through 2015, as reflected by 2015E AFFO growth of 17.8%, which ranks second among all REIT asset classes.

[GRAPHIC MISSING]  

Source: SNL Financial”

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The following disclosure is added as a new section after the section entitled “Business and Market Overview — Industry Overview — Expected 2015E AFFO Growth by Sector” as added above.

2015E Fundamental Drivers (Annual Percent Change)

[GRAPHIC MISSING]  

Source: PKF Hospitality Research, LLC”

Subscription Agreements

The form of subscription agreement included as Appendix C-1 to this Supplement No. 15 hereby replaces in its entirety Appendix C-1 to the Prospectus.

The form of multi-offering subscription agreement included as Appendix C-2 to this Supplement No. 15 hereby replaces in its entirety Appendix C-2 to the Prospectus.

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APPENDIX C-1

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