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

AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.
SUPPLEMENT NO. 10, DATED NOVEMBER 21, 2014,
TO THE PROSPECTUS, DATED JANUARY 7, 2014

This prospectus supplement, or this Supplement No. 10, 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. 8, dated September 30, 2014, or Supplement No. 8, and Supplement No. 9, dated November 6, 2014, or Supplement No. 9. This Supplement No. 10 supersedes and replaces certain information contained in the Prospectus, Supplement No. 8 and Supplement No. 9 and should be read in conjunction with the Prospectus, Supplement No. 8 and Supplement No. 9. This Supplement No. 10 will be delivered with the Prospectus, Supplement No. 8 and Supplement No. 9. 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. 10 are to, among other things:

PROSPECTUS UPDATES

Investor Suitability Standards

The bullet point under the section “Investor Suitability Standards — New Jersey” on page ii of the Prospectus is hereby replaced in its entirety with the following disclosure.

“An investor must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities. In addition, a New Jersey investor’s investment in us, our affiliates, and other non-publicly traded direct investment programs (including real estate investment trusts, business development programs, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of his or her liquid net worth. Note that New Jersey investors cannot participate in the DRIP feature that reinvests distributions into subsequent affiliated programs.”

The bullet point under the section “Investor Suitability Standards — Alabama” on page iii of the Prospectus is hereby replaced in its entirety with the following disclosure.

“In addition to the general suitability requirements described above, shares will only be sold to an Alabama resident that represents that he or she has a liquid net worth of at least 10 times the amount of their investment in this real estate investment program and its affiliates. Note that Alabama investors cannot participate in the DRIP feature that reinvests distributions into subsequent affiliated programs.”

Prospectus Summary

The first sentence of the first paragraph under the question “What are the fees that you pay to your advisor, your property manager, your sub-property manager, your dealer manager, their affiliates and your directors?” is hereby replaced with the following disclosure.

“Our advisor and its affiliates will receive compensation and reimbursement for services relating to this offering and our ordinary course of operations. In addition, we have entered into agreements outside of our ordinary course of operations that provide for additional compensation to an affiliate of our dealer manager in connection with the Grace Acquisition. See “Conflicts of Interest — Agreements with RCS Advisory and RCS Capital Related to the Grace Acquisition.””

Risk Factors

The following disclosure hereby replaces the risk factor “Our advisor and its affiliates, including some of our executive officers, directors and other key real estate professionals, face conflicts of interest caused by their compensation arrangements with us, which could result in actions that are not in the long-term best interests of our stockholders.” on page 38 of the Prospectus.

“Our advisor and its affiliates, including some of our executive officers, directors and other key real estate professionals, face conflicts of interest caused by their compensation arrangements with us, which could result in actions that are not in the long-term best interests of our stockholders.

Our advisor and its affiliates receive fees from us, which could be substantial. These fees could influence our advisor’s advice to us as well as its judgment with respect to:

The fees our advisor receives in connection with transactions involving the acquisition of assets are based initially on the cost of the investment, including costs related to loan originations, and are not based on the quality of the investment or the quality of the services rendered to us. This may influence our advisor to recommend riskier transactions to us, and our advisor may have an incentive to incur a high level of leverage. In addition, because the fees are based on the cost of the investment, it may create an incentive for our advisor to recommend that we purchase assets at higher prices. In addition, from time to time, subject to the approval of a majority of our independent directors, we may engage one or more entities under common ownership with the parent of our sponsor or our advisor to provide services not provided under existing agreements described in this prospectus. In connection with the Grace Acquisition, we have entered into such agreements with affiliates of our dealer manager. See “Conflicts of Interest—Agreements with RCS Advisory and RCS Capital Related to the Grace Acquisition.””

The following disclosure hereby replaces the risk factor “Recent disclosures made by American Realty Capital Properties, Inc., or ARCP, an entity previously sponsored by the parent of our sponsor, regarding certain accounting errors have led to the temporary suspension of selling agreements by certain soliciting dealers.”, as included in Supplement No. 9.

“Recent disclosures made by American Realty Capital Properties, Inc., or ARCP, an entity previously sponsored by the parent of our sponsor, regarding certain accounting errors have led to the temporary suspension of selling agreements by certain soliciting dealers.

ARCP recently filed a Form 8-K announcing that its audit committee had concluded that the previously issued financial statements and other financial information contained in certain public filings should no longer be relied upon as a result of certain accounting errors that were identified but intentionally not corrected, and other AFFO and financial statement errors that were intentionally made. These accounting errors resulted in the resignations of ARCP’s former chief financial officer and its former chief accounting officer. ARCP has initiated an investigation into these matters that is ongoing, no assurance can be made regarding the outcome of the investigation. ARCP’s former chief financial officer is one of the non-controlling owners of the parent of our sponsor, but does not have a role in the management of our sponsor’s or our business.

As a result of this announcement, a number of broker-dealer firms that had been participating in the distribution of offerings of public, non-listed REITs sponsored directly or indirectly by the parent of our sponsor have temporarily suspended their participation in the distribution of those offerings, including ours. These temporary suspensions, as well as any future suspensions, could have a material adverse effect on our ability to raise additional capital. We cannot predict the length of time these temporary suspensions will continue, or whether such soliciting dealers will reinstate their participation in the distribution of our offering. In addition, future announcements by ARCP with respect to its ongoing investigation may have an adverse effect on our ability to raise capital. See “— If we are unable to raise substantial funds, we will be limited in the number and type of investments we may make and the value of your investment in us will fluctuate with the performance of the specific properties we acquire.””

The following disclosure hereby replaces the risk factors “As a result of the additional indebtedness incurred to consummate the acquisition of the Portfolio, we may experience a potential material adverse effect on our financial condition and results of operations.” and “The acquisition of the Portfolio may be delayed or we may fail to consummate the acquisition of the Portfolio, which could have a material adverse impact on our financial condition and results of operations.”, respectively, as included in Supplement No. 8.

“As a result of the additional indebtedness incurred to consummate the acquisition of the Portfolio, we may experience a potential material adverse effect on our financial condition and results of operations.

The consummation of the acquisition of the Portfolio is not subject to a financing condition. We plan to fund the purchase price through a combination of cash on-hand, assumption of existing mezzanine and mortgage indebtedness, new mezzanine and mortgage financing, and issuance of preferred equity interests in two newly formed limited liability companies. Upon closing the acquisition of the Portfolio, our borrowings may exceed 300% of our total “net assets” (as defined in our charter). On May 20, 2014, a majority of our independent directors resolved to waive the total portfolio leverage following closing of the acquisition of the Portfolio should such total portfolio leverage exceed 300% of our total “net assets” (as defined in our charter). Because we intend to repay the borrowings with all available offering proceeds following the acquisition of the Portfolio in order to reduce our borrowings to our intended limit, our ability to make distributions may be limited until such repayments have been made.

Our incurrence of new indebtedness and issuance of preferred equity interests could also have adverse consequences on our business, such as:

The impact of any of these potential adverse consequences could have a material adverse effect on our results of operations, financial condition and liquidity.

The acquisition of the Portfolio may be delayed or we may fail to consummate the acquisition of the Portfolio, which could have a material adverse impact on our financial condition and results of operations.

The acquisition of the Portfolio is subject to a number of conditions which, if not satisfied or waived, would adversely impact our ability to complete the transaction, and unexpected delays in the consummation of the transaction could impact our ability to timely achieve benefits associated with the transaction.

The acquisition of the Portfolio is subject to certain closing conditions, including, among other things, assumption by us (which requires the consent of the lenders thereunder, which has not yet been obtained) of existing mortgage and mezzanine debt (or alternative financing to replace it), entering into replacement franchise agreements for each hotel in the Portfolio and obtaining the consent of certain ground lessors for certain hotels in the Portfolio. There can be no assurance that any condition to the closing of the transaction will be satisfied or waived, if permitted, or that any event, development or change will not occur prior to the consummation of the acquisition of the Portfolio that would prevent us from completing the transaction, including, without limitation, litigation affecting the Portfolio. Therefore, there can be no assurance with respect to the timing of the closing of the transaction or whether the transaction will be completed on the currently contemplated terms, other terms or at all.

In addition, we anticipate funding a portion of the purchase price of the Portfolio with proceeds received from our Offering. There can be no assurance that the proceeds received in connection with our Offering will be sufficient to fund such portion of the purchase price. Temporary suspensions, as well as any future suspensions, of sales of our common stock by broker-dealer firms that had been participating in the distribution of our Offering could have a material adverse effect on our ability to raise the additional capital we require to fund a portion of the purchase price at the closing of the Grace Acquisition and for other purposes. See “— Recent disclosures made by American Realty Capital Properties, Inc., or ARCP, an entity previously sponsored by the parent of our sponsor, regarding certain accounting errors have led to the temporary suspension of selling agreements by certain soliciting dealers.” If the proceeds received by February 27, 2015, the latest date on which the closing is permitted to occur under the Real Estate Sale Agreement, are not sufficient, we may need to seek alternative financing to cover a portion of the purchase price. There can be no assurance that we would be able to obtain such alternative financing on reasonable terms or at all and, as a result, may not be able to consummate the acquisition of the Portfolio.

If the acquisition of the Portfolio is not completed for any reason, we may be subject to several risks, including, but not limited to, the following:

If the acquisition of the Portfolio is not completed, these risks may materially adversely affect our business, financial condition, operating results, cash flows, including our ability to service debt and to make distributions to our stockholders.”

The following disclosure is hereby added immediately after the risk factor “The acquisition of the Portfolio may be delayed or we may fail to consummate the acquisition of the Portfolio, which could have a material adverse impact on our financial condition and results of operations” on page 54 of the Prospectus.

“If we are unable to find a replacement guarantor for the debt we expect to assume at the closing of the acquisition of the Portfolio, we may be required to make payments, for reimbursements or guarantee fees, to the existing guarantors.

The current guarantors of the existing mezzanine and mortgage indebtedness secured by 96 of the 116 hotels in the Portfolio we expect to assume at the closing of the acquisition of the Portfolio will remain as guarantors following the closing of the acquisition of the Portfolio. At the closing of the acquisition of the Portfolio, we will then also be required to enter into a supplemental guarantee agreement with the Sellers and the existing guarantors, which are affiliates of the Sellers. This agreement will provide that we, together with our operating partnership, will be liable to reimburse the existing guarantors for any payments they are required to make if their guarantee is called. The supplemental guarantee agreement also will provide that we will be required to pay a guarantee fee of $8.0 million per annum which will start accruing 18 months following the closing of the acquisition. If we are unable to find a replacement guarantor for the assumed debt

before then, we will be required to pay guarantee fees to the existing guarantors, which could adversely impact our results from operations and our ability to pay distributions. Our results from operations and our ability to pay distributions could also be adversely impacted if the existing guarantors are required to make any payments if their guarantee is called and we are required to reimburse them.”

The following disclosure hereby replaces the disclosure under “Management — Certain Relationships and Related Transactions — Additional Fees Incurred to the Dealer Manager and its Affiliates” on page 113 of the Prospectus.

“Additional Fees Incurred to the Dealer Manager and its Affiliates.   We incur fees for the following services provided by our dealer manager, its affiliates and entities under common ownership with our advisor: transfer agency services provided by an affiliate of our dealer manager; ongoing registration maintenance and transaction management services provided by an affiliate of our dealer manager; and agreements outside of our ordinary course of operations with affiliates of our dealer manager related to the Grace Acquisition. For a further description of these fees and agreements, see the section entitled “Conflicts of Interest” in this prospectus.”

Management Compensation

The second and third sentences of the first paragraph under the section “Management Compensation” on page 112 of the Prospectus is hereby replaced with the following disclosure.

“Our advisor and its affiliates will receive compensation and reimbursement for services relating to this offering and our ordinary course of operations. The most significant items of compensation and reimbursement are included in the table below. In addition, we have entered into agreements outside of our ordinary course of operations that provide for additional compensation to an affiliate of our dealer manager in connection with the Grace Acquisition. See “Conflicts of Interest — Agreements with RCS Advisory and RCS Capital Related to the Grace Acquisition.””

Conflicts of Interest

The following disclosure is added as a new subsection under the subsection entitled “Conflicts of Interest — Receipt of Fees and Other Compensation by Our Advisor and Its Affiliates” on page 136 of the Prospectus.

“Agreements with RCS Advisory and RCS Capital Related to the Grace Acquisition

In connection with the Grace Acquisition, we have entered into a $1.0 million agreement with RCS Advisory Services, LLC, a wholly owned subsidiary of RCAP, to provide transaction management services in connection with the transaction which supplement, but do not overlap with, the similar services that are provided to us in the ordinary course of our operations under the services agreement with RCS Advisory Services, LLC described above under “— Our Sponsor and its Affiliates.”

We have also entered into an agreement with RCS Capital, a wholly owned subsidiary of RCAP, to provide strategic financial advice and assistance in connection with the Grace Acquisition, such as performing financial advisory and analysis services, due diligence and negotiation of the financial aspects of the acquisition. We will be charged 0.25% of the total transaction cost for these services. See “Description of Potential Real Estate Investments — Probable Acquisitions” for more information about the Grace Acquisition.”

The following disclosure hereby replaces the disclosure under “Conflicts of Interest — Receipt of Fees and Other Compensation by Our Sponsor and its Affiliates” on page 133 of the Prospectus.

“Receipt of Fees and Other Compensation by Our Sponsor and its Affiliates

Our sponsor and its affiliates receive fees from us, which could be substantial and have not been negotiated at arm’s length. These fees could influence our advisor’s advice to us as well as the judgment of affiliates of our sponsor, some of whom also serve as our executive officers and directors and the key real estate professionals of our sponsor. Among other matters, these compensation arrangements could affect their judgment with respect to:

The fees our advisor and its affiliates receive in connection with transactions involving the acquisition of assets are based initially on the cost of the investment, including costs related to loan originations, and are not based on the quality of the investment or the quality of the services rendered to us. This may influence our advisor to recommend riskier transactions to us, and our advisor may have an incentive to incur a high level of leverage. In addition, because the fees are based on the cost of the investment, it may create an incentive for our advisor to recommend that we purchase assets with more debt and at higher prices.

From time to time, subject to the approval of a majority of our independent directors, we may engage one or more entities under common ownership with the parent of our sponsor or our advisor to provide services not provided under existing agreements described in this prospectus. Such engagements will be at terms no less favorable to us than could be obtained from an unaffiliated third party for comparable services, and may result in the payment of fees or reimbursement of expenses by us to such entities not described in “Management Compensation.” In connection with the Grace Acquisition, we have entered into such agreements with affiliates of our dealer manager. See “— Agreements with RCS Advisory and RCS Capital Related to the Grace Acquisition.””

Industry Overview

The following replaces in its entirety the second chart under the section entitled “Business and Market Overview — Industry Overview — Supply & Demand Growth” as included in Supplement No. 8.

Description of Real Estate Investments

The following disclosure hereby replaces the section “Description of Potential Real Estate Investments —  Probable Acquisitions” as included in Supplement No. 8.

“Probable Acquisitions

On May 23, 2014, we, through a wholly owned subsidiary of our operating partnership, entered into a Real Estate Sale Agreement, or the Original Agreement, with certain entities, collectively the Sellers, affiliated with one or more Whitehall Real Estate Funds, an investment fund controlled by The Goldman Sachs Group, Inc., pursuant to which one or more of our subsidiaries will acquire the fee simple or leasehold interests held by the Sellers in certain hotels described below (each herein referred to as a Hotel and collectively as the Portfolio). On November 11, 2014, certain subsidiaries of our operating partnership, collectively the Purchasers, and Sellers entered into an Amended and Restated Real Estate Sale Agreement, or the Agreement, to amend and restate the Original Agreement to change certain key terms and to reflect all previous amendments and supplements thereto.

We currently anticipate closing this transaction by the first quarter of 2015. Although we have entered into the Agreement relating to the acquisition of the Portfolio, there is no guarantee that we will be able to consummate the acquisition of the Hotels.

The Hotels are located in 31 states, operate under franchise agreements under the Hilton Worldwide, Marriott International, Hyatt Hotels Corporation and Intercontinental Hotels Group brands and comprise a total of 13,744 rooms. For the year ended December 31, 2013, no individual Hotel accounted for 5.0% or more of the Portfolio’s total net operating income. The Portfolio’s average occupancy rate, ADR, RevPAR, rooms available and room revenue for the past five years are as follows:

Period		Average Occupancy Rate				ADR				RevPAR				Rooms Available				Room Revenue (thousands)
Year Ended December 31, 2013			72.3	%		$	104.99			$	75.96				5,016			$	381.0
Year Ended December 31, 2012			70.9	%		$	102.04			$	72.33				5,030			$	363.9
Year Ended December 31, 2011			69.4	%		$	98.90			$	68.63				5,017			$	344.3
Year Ended December 31, 2010			65.9	%		$	97.15			$	64.04				5,017			$	321.3
Year Ended December 31, 2009			63.1	%		$	99.12			$	62.56				5,018			$	313.9

The Hotels were selected for potential acquisition because they each meet our investment criteria relating to location, market position and hotel condition. The Hotels are globally branded select-service and full-service hotels, and are located near landmarks such as corporate headquarters, colleges or universities, tourist attractions, airports, retail centers or convention centers. The Hotels are located in high barrier-to-entry markets with multiple demand generators and sustainable growth, and they are market share leaders in their respective locations. We believe each Hotel is currently well maintained, with minimum deferred maintenance or renovation required. The purchase price for the Hotels was determined based on a number of factors, including underwriting of historical and projected cash flow from the Hotel, discounted cash flow, internal rate of return and market comparable analyses, analyses of national comparable sales, inspection of each Hotel and its market, reviews of recent appraisal and loan documentation, as well as consultations with market experts such as brokers, appraisers, asset managers and the current property manager.

Real Estate Sale Agreement

The aggregate contract purchase price for the Portfolio is approximately $1.808 billion, exclusive of closing costs and subject to certain adjustments at closing. We anticipate funding approximately $230.1 million of the purchase price with cash on-hand from proceeds of our Offering, funding approximately $903.9 million through the assumption of existing mezzanine and mortgage indebtedness, and funding approximately $227 million through additional mortgage and mezzanine financing. There can be no assurance that we will be able to assume such indebtedness (which requires the consent of the lenders thereunder), raise sufficient capital, secure alternative financing or secure additional financing on terms that we deem favorable or at all.

We anticipate that the remaining $447.1 million of the contract purchase price will be satisfied by the issuance of preferred equity interests in two newly-formed Delaware limited liability companies, preferred equity interests in two newly-formed Delaware limited liability companies, ARC Hospitality Portfolio I Holdco, LLC and ARC Hospitality Portfolio II Holdco, LLC, each of which will be an indirect subsidiary of our company and an indirect owner of the Portfolio. The holders of the preferred equity interests will be entitled to monthly distributions at a rate of 7.50% per annum for the first 18 months following closing and 8.00% per annum thereafter. On liquidation, the preferred equity interests will be entitled to receive their original value (as reduced by redemptions) prior to any distributions being made to us or our stockholders. After the earlier to occur of either (i) the date of repayment in full of currently outstanding unsecured obligations of our operating partnership in the original principal amount of approximately $63 million or (ii) the date the gross amount of equity proceeds received by us exceeds $100 million, we will be required to use 35% of any equity offering proceeds to redeem the preferred equity interests at par, up to a maximum of $350 million for any 12-month period. We will also be required in certain circumstances to apply debt proceeds to redeem the preferred equity interests at par. As of the end of the third year following the closing of the acquisition, we will be required to have redeemed 50% of the preferred equity interests, and as of the end of the fourth year following the closing of the acquisition, we will be required to redeem 100% of the preferred equity interests remaining outstanding at such time. In addition, we will have the right, at our option, to redeem the preferred equity interests, in whole or in part, at any time at par. The holders of preferred equity interests will have certain customary consent rights over actions by us relating to the Portfolio. If we are unable to satisfy the redemptions requirements, the holders of preferred equity interests will have certain rights, including the ability to assume control of the operations of the Portfolio.

Pursuant to the terms of the Agreement, our obligation to consummate the acquisition of the Portfolio is subject to certain conditions customary to closing and other conditions, including, among other things, assumption by us (which requires the consent of the lenders thereunder) of existing mortgage and mezzanine debt (or alternative financing to replace it), entering into replacement franchise agreements for each Hotel in the Portfolio and obtaining the consent of certain ground lessors for certain Hotels in the Portfolio. Under the Original Agreement, we were required to make a $50.0 million earnest money deposit, with an additional $25.0 million due if we exercised our right to extend closing of the acquisition to December 15, 2014. On May 27, 2014, we made the $50.0 million earnest money deposit, which became non-refundable upon the end of the due diligence period on June 9, 2014. This deposit was partially funded through a $45.0 million loan from one of our affiliates. The loan bears interest at a rate of 6.0% per annum and matures on May 27, 2015, however we have the right to extend the maturity date of the loan to May 27, 2016. We exercised our right to extend the closing of the

acquisition on July 21, 2014 through an amendment to the Original Agreement and the additional $25.0 million earnest money deposit was funded on September 19, 2014. Under the Agreement, the full amount of this deposit will be refunded to us if the Agreement is terminated by us for any reason prior to November 26, 2014, $50.0 million will be refunded if the Agreement is terminated on the basis of the failure of the Purchasers to satisfy certain limited closing conditions related to the assumption of debt and no amounts will be refunded under other circumstances of termination of the Agreement, including breaches by the Purchasers.

The Sellers have agreed to indemnify us against any losses incurred by us, to the extent that such losses arise out of breaches of their representations and warranties contained in the Agreement, breaches of certain covenants in the Agreement, and for any liabilities to third parties arising out of the use, operation or maintenance of the Hotels prior to the closing of the acquisition and, additionally, for any liabilities to any third parties arising out of the use, operation or maintenance of the Hotels prior to closing. The maximum aggregate liability of the Sellers pursuant to this indemnity is $30,000,000 and will only be paid if such losses exceed $10,000,000. We have agreed to indemnify the Sellers for any losses incurred by them, to the extent such losses arise out of breaches of our representations and warranties or certain covenants in the Agreement or certain other events for which buyers may typically indemnify sellers in connection with the sales of similar hotel properties and, additionally, for any liabilities to any third parties arising out of the use, operation or maintenance of the Hotels subsequent to closing of the acquisition. The Agreement contains customary representations and warranties by the Sellers.

Portfolio Indebtedness

The Portfolio is currently encumbered by debt in an aggregate principal amount of $903.9 million, which amount includes (i) a loan in original principal amount of $801.1 million made by German American Capital Corporation to W2007 Equity Inns Realty, L.P. and W2007 Equity Inns Realty, LLC, or the Deutsche Bank Loan, and (ii) a loan in original principal amount of $102.8 million made by German American Capital Corporation to WNT Mezz I, LLC, or the Mezzanine Loan. We intend to assume both of these loans, subject to receipt of consent from the lenders thereunder. The Sellers will cause any other assets encumbered by the Deutsche Bank Loan and the Mezzanine Loan and not included in the Portfolio to be released from the liens of the Deutsche Bank Loan and the Mezzanine Loan immediately prior to the closing of the acquisition.

The Deutsche Bank Loan matures on May 1, 2016, subject to three (one-year) extension rights which, if all three are exercised, result in an outside maturity date of May 1, 2019 and has an interest rate of (i) for a LIBOR loan, LIBOR plus 3.11%, or the LIBOR Rate, and (ii) for a prime rate loan, the sum of the “Prime Rate” published in the Wall Street Journal plus the difference (expressed as a number of basis points) between (A) the sum of the LIBOR Rate, minus (B) the Prime Rate. The Deutsche Bank Loan is fully prepayable with certain prepayment penalties prior to May 1, 2015 and prepayable at par after May 1, 2015.

The Mezzanine Loan matures on May 1, 2016, subject to three (one-year) extension rights which, if all three are exercised, result in an outside maturity date of May 1, 2019. The Mezzanine Loan has an interest rate of: (i) for a LIBOR loan, LIBOR plus 4.77%, and (ii) for prime rate loans, the sum of the Prime Rate, plus the difference (expressed as a number of basis points) between (A) LIBOR plus 4.77%, minus (B) the Prime Rate. The Mezzanine Loan is fully prepayable with certain prepayment penalties prior to May 1, 2015 and prepayable at par after May 1, 2015.

Pursuant to the Agreement, the current guarantors of the Deutsche Bank Loan and the Mezzanine Loan will remain as guarantors following the closing of the acquisition of the Portfolio. At the closing of the acquisition of the Portfolio, we will also be required to enter into a supplemental guarantee agreement with the Sellers and the existing guarantors, which are affiliates of the Sellers. This agreement will provide that we, together with our operating partnership, will be liable to reimburse the existing guarantors for any payments they are required to make if their guarantee is called. The supplemental guarantee agreement also will provide that, to the extent the existing guarantors have not been replaced, we will be required to pay a guarantee fee of $8 million per annum which will start accruing 18 months following the closing of the acquisition.

We anticipate that the remaining 20 Hotels will be delivered unencumbered by debt at closing. We intend to incur additional debt secured by such remaining properties, but there can be no assurance that we will be able to obtain such financing on favorable terms or at all.”

How To Subscribe

The last paragraph under the section entitled “How to Subscribe” beginning on page 248 of the Prospectus is hereby deleted in its entirety.

Annex A

In connection with our entry into the Amended and Restated Real Estate Sale Agreement to acquire 116 hotels, the unaudited pro forma condensed consolidated balance sheet as of June 30, 2014 and the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2014 and for the year ended December 31, 2013 attached as Annex A to Supplement No. 8 is hereby superseded by the unaudited pro forma condensed consolidated balance sheet as of September 30, 2014 and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 attached as Annex A to this Supplement No. 10.

Annex B

The Unaudited Condensed Combined Consolidated Financial Statements as of September 30, 2014 and December 31, 2013 and for the three and nine months ended September 30, 2014 and 2013 of W2007 Grace I, LLC and WNT Holdings, LLC are attached as Annex B to this Supplement No. 10.

Annex C

On November 14, 2014, we filed with the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, which is attached as Annex C to this Supplement No. 10.

Subscription Agreements

The form of subscription agreement included as Appendix C-1 to this Supplement No. 10 hereby replaces Appendix C-1 to the Prospectus.

The form of multi-offering subscription agreement included as Appendix C-2 to this Supplement No. 10 hereby replaces Appendix C-2 to the Prospectus.

Annex A

American Realty Capital Hospitality Trust, Inc.
 
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2014 and
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the
Nine Months Ended September 30, 2014 and for the Year Ended December 31, 2013

Barceló Portfolio Acquisition

The unaudited Pro Forma Condensed Consolidated Statements of Operations have been prepared through the application of pro forma adjustments to the historical Condensed Consolidated Statements of Operations of American Realty Capital Hospitality Trust, Inc. (the “Company” and “ARC Hospitality”) reflecting the fee simple interest in three hotel properties, one hotel property subject to an operating lease, and equity interests in two joint ventures that each own a hotel property (the “Barceló Portfolio”) which were acquired on March 21, 2014.

The unaudited Pro Forma Condensed Consolidated Statements of Operations and the related pro forma adjustments for the nine months ended September 30, 2014 and year ended December 31, 2013 were prepared as if the acquisition of the Barceló Portfolio (the “Barceló Transaction”) occurred on January 1, 2013 and should be read in conjunction with the Company’s historical condensed consolidated financial statements and notes thereto and the Barceló Portfolio’s historical combined financial statements and notes thereto. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 are not necessarily indicative of what the actual results of operations would have been had the Company acquired the Barceló Portfolio on January 1, 2013, nor does it purport to present the future results of operations of the Company. Certain nonrecurring transactional expenses have been excluded from the unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013. These expenses are shown as a direct charge to accumulated deficit on the unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2014.

No pro forma adjustments were made to the unaudited Pro Forma Condensed Consolidated Balance Sheet for the Barceló Acquisition as it is already reflected in the historical Condensed Consolidated Balance Sheet as of September 30, 2014 for the Company.

Grace Portfolio Acquisition

The unaudited Pro Forma Condensed Consolidated Balance Sheet and the unaudited Pro Forma Condensed Consolidated Statements of Operations have been prepared through the application of pro forma adjustments to the historical Condensed Consolidated Balance Sheet and Statements of Operations of the Company reflecting the Real Estate Sale Agreement (the “Original Agreement”) entered into by a wholly owned subsidiary of the Company’s operating partnership and W2007 Equity Inns Realty, LLC, W2007 Equity Inns Realty, L.P., W2007 EQI Urbana Partnership, L.P., W2007 EQI Seattle Partnership, L.P., W2007 EQI Savannah 2 Partnership, L.P., W2007 EQI Rio Rancho Partnership, L.P., W2007 EQI Orlando Partnership, L.P., W2007 EQI Orlando 2 Partnership, L.P., W2007 EQI Naperville Partnership, L.P., W2007 EQI Milford Partnership, L.P., W2007 EQI Louisville Partnership, L.P., W2007 EQI Knoxville Partnership, L.P., W2007 EQI Jacksonville Partnership, L.P., W2007 EQI Indianapolis Partnership, L.P., W2007 EQI Houston Partnership, L.P., W2007 EQI HI Austin Partnership, L.P., W2007 EQI East Lansing Partnership, L.P., W2007 EQI Dalton Partnership, L.P., W2007 EQI College Station Partnership, L.P., W2007 EQI Carlsbad Partnership, L.P., W2007 EQI Augusta Partnership, L.P. and W2007 EQI Asheville Partnership, L.P. (collectively, the “Sellers”) which was amended and restated on November 11, 2014 (the “Agreement”). The Sellers are wholly-owned subsidiaries of W2007 Grace I, LLC (“Grace”) and WNT Holdings, LLC (“WNT”), which are indirectly owned by one or more Whitehall Real Estate Funds controlled by The Goldman Sachs Group, Inc. Pursuant to the Agreement, the Company and Sellers agreed to eliminate 10 hotel assets from the Original Agreement, and one or more subsidiaries of the Company will acquire fee simple or leasehold interests held by the Sellers in 116 hotels (“Grace Portfolio”).

The pending acquisition of the Grace Portfolio (the “Grace Transaction”) is expected to close on February 27, 2015. Although the Company has entered into the Agreement relating to the acquisition of the

Grace Portfolio, there is no guarantee that the Company will be able to consummate the acquisition of such assets. Accordingly, the Company cannot assure that the Grace Portfolio as presented in the unaudited Pro Forma Condensed Consolidated Balance Sheet and the unaudited Pro Forma Condensed Consolidated Statements of Operations will be completed based on the terms of the Grace Transaction or at all.

The unaudited Pro Forma Condensed Consolidated Balance Sheet and the related pro forma adjustments for September 30, 2014 were prepared as if the Grace Transaction occurred on September 30, 2014 and should be read in conjunction with the Company’s historical condensed consolidated financial statements and notes thereto and Grace’s historical condensed combined consolidated financial statements and notes thereto. The unaudited Pro Forma Condensed Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been had the Company acquired the Grace Portfolio as of September 30, 2014 nor does it purport to present the future financial position of the Company.

The unaudited Pro Forma Condensed Consolidated Statements of Operations and the related pro forma adjustments for the nine months ended September 30, 2014 and the year ended December 31, 2013 were prepared as if the Grace Transaction occurred on January 1, 2013 and should be read in conjunction with the Company’s historical condensed consolidated financial statements and notes thereto and Grace’s historical condensed combined consolidated financial statements and notes thereto. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 are not necessarily indicative of what the actual results of operations would have been had the Company acquired the Grace Portfolio on January 1, 2013, nor does it purport to present the future results of operations of the Company. Certain nonrecurring transactional expenses have been excluded from the unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013. These expenses are shown as a direct charge to accumulated deficit on the unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2014.

American Realty Capital Hospitality Trust, Inc.
 
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(In thousands)

		ARC Hospitality (A)				Grace (B)				Pro Forma Combined				Pro Forma Adjustments								ARC Hospitality Pro Forma
		September 30, 2014				September 30, 2014				September 30, 2014				September 30, 2014								September 30, 2014
Assets
Real estate investments:
Land		$	12,308			$	262,347			$	274,655			$	14,682				C			$	289,337
Buildings and improvements			80,487				1,094,400				1,174,887				64,577				C				1,239,464
Furniture, fixtures and equipment			5,324				335,904				341,228				15,719				C				356,947
Leases			—				13,253				13,253				7,118				C				20,371
Total real estate investments			98,119				1,705,904				1,804,023				102,096								1,906,119
Less: accumulated depreciation and amortization			(1,919	)			(411,038	)			(412,957	)			411,038				D				(1,919	)
Total real estate investments, net			96,200				1,294,866				1,391,066				513,134								1,904,200
Cash and cash equivalents			34,838				73,888				108,726				(87,686	)			E				21,040
Restricted cash			3,427				36,633				40,060				(21,350	)			F				18,710
Investments in unconsolidated entities			7,730				—				7,730				—								7,730
Below-market lease obligations, net			8,166				—				8,166				—								8,166
Accounts receivable, net			—				12,260				12,260				(4,032	)			G				8,228
Prepaid expenses and other assets			7,032				10,715				17,747				(6,095	)			H				11,652
Interest rate derivative			—				49				49				(49	)			I				—
Deferred financing fees, net			1,271				16,845				18,116				(5,463	)			J				12,653
Deferred franchise fees, net			—				4,385				4,385				9,576				K				13,961
Acquisition deposit			75,000				—				75,000				(75,000	)			L				—
Total Assets		$	233,664			$	1,449,641			$	1,683,305			$	323,035							$	2,006,340
Liabilities and Stockholders’ Equity
Mortgage notes payable		$	45,500			$	1,179,980			$	1,225,480			$	(276,080	)			M			$	949,400
Promissory notes payable			64,849				—				64,849				—								64,849
Redeemable equity instruments			—				—				—				447,100				M				447,100
Accounts payable and accrued expenses			16,296				74,275				90,571				(43,018	)			N				47,553
Accrued interest payable			—				3,161				3,161				(3,161	)			O				—
Due to affiliate			7,706				—				7,706				29,490				P				37,196
Total liabilities			134,351				1,257,416				1,391,767				154,331								1,546,098
Preferred stock			—				101,206				101,206				(101,206	)			M				—
Common stock			51				—				51				180				M				231
Additional paid-in capital			109,594				—				109,594				396,153				M				505,747
Accumulated earnings (deficit)			(10,332	)			91,019				80,687				(126,423	)			Q				(45,736	)
Total stockholders’ equity			99,313				192,225				291,538				168,704								460,242
Total Liabilities and Stockholders’ Equity		$	233,664			$	1,449,641			$	1,683,305			$	323,035							$	2,006,340

Notes to unaudited Pro Forma Condensed Consolidated Balance Sheet

N/A — not applicable

(in thousands)		Grace(1)				Pro Forma Adjustment(2)				Pro Forma Prepaid Expenses and Other Assets(3)
Prepaid insurance		$	3,979			$	(2,520	)		$	1,459
Prepaid property taxes			1,135				—				1,135
Inventory			295				—				295
Utility deposits			151				—				151
Other			5,155				(3,575	)			1,580
		$	10,715			$	(6,095)			$	4,620

(in thousands)		Debt Assumed by ARC Hospitality in this Transaction(1)				Class A Units(1)				Total				Fee Rate (where applicable)
Financing Fees to American Realty Capital Hospitality Advisors, LLC(2)		$	6,779			$	3,353			$	10,132				0.75	%
Assumption Fees(3)			250				—				250				N/A
Legal and other third-party fees(4)			700				300				1,000				N/A
		$	7,729			$	3,653			$	11,382
Grace deferred financing fees, net											(16,845	)
Pro forma deferred financing fees adjustment										$	(5,463)

N/A — not applicable

(in thousands, except for number of hotels)		Fee Per Hotel(1)				Number of Hotels				Total Fees
Pro forma deferred franchise fees		$	120				116			$	13,961
Grace deferred franchise fees, net											(4,385	)
Pro forma deferred franchise fees adjustment										$	9,576

(in thousands)		Capital Required				Interest Rate
Mortgage debt assumed by ARC Hospitality in this transaction(2)		$	801,100				3.26	%(6)
Mezzanine debt assumed by ARC Hospitality in this transaction(2)			102,800				4.92	%(7)
Class A Units(3)			447,100				7.50	%
Common equity(4)			457,000
Total capital required for real estate investments		$	1,808,000
Additional common equity to be raised to fund the other assets purchased in the transaction:
Cash and cash equivalents			17,702	(5)
Restricted cash			15,283	(5)
Accounts receivable, net			8,228	(5)
Prepaid expenses and other assets			4,620	(5)
Total common equity to be raised for the other assets being purchased			45,833
Total pro forma capital structure		$	1,853,833

American Realty Capital Hospitality Trust, Inc.
 
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2014
(In thousands, except for share and per share data)

		ARC Hospitality (A)								Barceló Portfolio Acquisition Pro Forma Adjustments								ARC Hospitality Pro Forma for Barceló Portfolio Acquisition								Grace (B)				Grace Portfolio Acquisition Pro Forma Adjustments								ARC Hospitality Pro Forma for Barceló Portfolio and Grace Portfolio Acquisitions
		Predecessor				Successor
		For the Period from January 1 to March 20, 2014				For the Period from March 21 to September 30, 2014				Nine Months Ended September 30, 2014								Nine Months Ended September 30, 2014								Nine Months Ended September 30, 2014				Nine Months Ended September 30, 2014								Nine Months Ended September 30, 2014
Revenues
Rooms		$	6,026			$	18,462			$	—							$	24,488							$	339,599			$	(25,867	)			C			$	338,220
Food and beverage			1,543				3,566				—								5,109								6,511				—								11,620
Other			676				2,139				—								2,815								5,267				(270	)			C				7,812
Total revenue			8,245				24,167				—								32,412								351,377				(26,137	)							357,652
Operating expenses
Rooms			1,405				3,753				—								5,158								84,498				(6,957	)			C				82,699
Food and beverage			1,042				2,497				—								3,539								6,011				—								9,550
Asset management fees			—				—				—								—								4,485				(3,460	)			D				1,025
Other			—				—				—								—								3,376				—								3,376
Other property-level operating costs (non-departmental)			3,490				9,077				—								12,567								107,802				(9,400	)			C				110,969
Property tax, ground lease, insurance and property management fees (E)			289				967				—								1,256								25,171				(2,019	)			C				24,408
Corporate overhead			—				—				—								—								8,161				(8,161	)			F				—
Depreciation and amortization			994				1,919				(645	)			G				2,268								62,768				12,952				G				77,988
Rent			933				2,664				332				G				3,929								—				—								3,929
Impairment charges			—				—				—								—								54,223				(54,223	)			H				—
Total operating expenses			8,153				20,877				(313	)							28,717								356,495				(71,268	)							313,944
Income from Operations			92				3,290				313								3,695								(5,118	)			45,131								43,708
Interest income			—				—				—								—								61				(61	)			I				—
Interest expense			(531	)			(4,313	)			(144	)			J				(4,988	)							(49,212	)			(4,199	)			J				(58,399	)
Acquisition and transaction related costs			—				(7,610	)			7,610				K				—								—				—								—
Other income			—				—				—								—								145				—								145
Equity in earnings (losses) of unconsolidated affiliates			(166	)			2,607				—								2,441								—				—								2,441
Unrealized loss on derivatives			—				—				—								—								(244	)			244				L				—
General and administrative			—				(1,519	)			—								(1,519	)							—				(7,985	)			F				(9,504	)
Contingent loss on litigation settlement			—				—				—								—								(24,250	)			—								(24,250	)
Gain on extinguishment of debt			—				—				—								—								13,199				—								13,199
Total expenses			(697	)			(10,835	)			7,466								(4,066	)							(60,301	)			(12,001	)							(76,368	)
Net loss from continuing operations before taxes			(605	)			(7,545	)			7,779								(371	)							(65,419	)			33,130								(32,660	)
Provision for income taxes			—				1,368				(88	)							1,280				L				—				2,602				M				3,882
Net loss from continuing operations and comprehensive loss from continuing operations		$	(605)			$	(8,913)			$	7,867							$	(1,651)							$	(65,419)			$	30,528							$	(36,542)
Basic and diluted net loss per share			N/A			$	(8.13	)										$	(1.51	)																		$	1.91
Basic and diluted weighted average shares outstanding			N/A				1,096,566												1,096,566												18,015,136				N				19,111,702

N/A — not applicable

Notes to unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2014

(in thousands)		Nine months ended September 30, 2014
Revenues:
Rooms		$	25,867
Other			270
		$	26,137
Expenses:
Rooms			6,957
Other property level operating costs			9,400
Property tax, ground lease, insurance and property management fees			2,019
Corporate overhead (see note F)			176
		$	18,552

(in thousands, except for unit data) Class B Units		Cost of Assets				Rate				Price per Unit				Number of Units Issued per Quarter(2)				Dividend Rate				Dividend
Dividends on Class B Units(1)		$	1,929,718				0.1875	%		$	22.50				160,810				6.8	%		$	1,025

(in thousands)
Corporate overhead		$	(8,161	)
Corporate overhead related to ten excluded hotels			176
Corporate overhead reclassified to general and administrative expenses		$	(7,985	)

Fee Simple and Leases (in thousands, except depreciable life)		Barceló Portfolio												Grace
		Pro Forma Allocation				Depreciable Life(2)				Depreciation				Pro Forma Allocation(1)				Depreciable Life(2)				Depreciation				Total Depreciation
Land		$	12,308				N/A			$	—			$	277,029				N/A			$	—			$	—
Buildings and improvements			79,192				40.00				1,485				1,158,977				40.00				21,731				23,216
Leases			—				N/A				—				20,371				27.86				548				548
Furniture, fixtures and equipment			5,220				5.00				783				351,623				5.00				52,743				53,526
Total		$	96,720							$	2,268			$	1,808,000							$	75,022			$	77,290
Lease(3)		$	8,400				19.00			$	332			$	—				N/A			$	—			$	332

N/A — not applicable

Franchise Fees (in thousands, except depreciable life)		Estimated Fees Incurred at Acquisition(1)				Depreciable Life(2)				Depreciation
Franchise Fees		$	13,961				15.00			$	698

Total (in thousands)		Depreciation
Fee Simple and Grace Leases		$	77,290
Franchise Fees			698
		$	77,988
Barceló Lease		$	332

N/A — Interest rate is fixed and thus change in interest rate analysis is not applicable.

(in thousands)		Barceló Portfolio				Grace Portfolio
Taxable income(1)		$	3,200			$	6,505
Income tax rate(2)			40	%			40	%
Provision for income tax		$	1,280			$	2,602

American Realty Capital Hospitality Trust, Inc.
 
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2013
(In thousands, except for share and per share data)

		ARC Hospitality (A)								Barceló Portfolio Acquisition Pro Forma Adjustments								ARC Hospitality Pro Forma for Barceló Portfolio Acquisition				Grace (B)				Grace Portfolio Acquisition Pro Forma Adjustments								ARC Hospitality Pro Forma for Barceló Portfolio and Grace Portfolio Acquisitions
		Predecessor				ARC Hospitality
		Year Ended December 31, 2013				For the Period from July 25, 2013 (date of inception) to December 31, 2013				For the Period Ended December 31, 2013								For the Period Ended December 31, 2013				Year Ended December 31, 2013				Year Ended December 31, 2013								For the Period Ended December 31, 2013
Revenues
Rooms		$	30,489			$	—			$	—							$	30,489			$	413,732			$	(32,738	)			C			$	411,483
Food and beverage			6,267				—				—								6,267				8,164				—								14,431
Other			3,041				—				—								3,041				6,655				(378	)			C				9,318
Total revenue			39,797				—				—								39,797				428,551				(33,116	)							435,232
Operating expenses
Rooms			6,340				—				—								6,340				106,117				(9,147	)			C				103,310
Food and beverage			4,461				—				—								4,461				7,645				—								12,106
Asset management fees			—				—				—								—				7,063				(6,653	)			D				410
Other property-level operating costs			15,590				—				—								15,590				139,585				(12,138	)			C				143,037
Property tax, ground lease, insurance and property management fees (E)			1,471				—				—								1,471				31,656				(2,770	)			C				30,357
Corporate overhead			—				—				—								—				6,470				(6,470	)			F				—
Depreciation and amortization			5,105				—				(2,081	)			G				3,024				83,292				17,669				G				103,985
Impairment			—				—				—								—				27,656				—								27,656
Loss on disposal of property			74				—				—								74				—				—								74
Rent			4,321				—				442				G				4,763				—				—								4,763
Total operating (income)/expenses			37,362				—				(1,639	)							35,723				409,484				(19,509	)							425,698
Income from Operations			2,435				—				1,639								4,074				19,067				(13,607	)							9,534
Interest income			—				—				—								—				82				(82	)			H				—
Interest expense			(2,265	)			—				(4,372	)			I				(6,637	)			(82,856	)			12,580				I				(76,913	)
Other income			—				—				—								—				216				—								216
Equity in losses of unconsolidated affiliates			(65	)			—				—								(65	)			—				—								(65	)
General and administrative			—				(6	)			—								(6	)			—				(6,283	)			F				(6,289	)
Unrealized loss on derivatives			—				—				—								—				(57	)			57				J				—
Total expenses			(2,330	)			(6	)			(4,372	)							(6,708	)			(82,615	)			6,272								(83,051	)
Net income (loss) from continuing operations before taxes			105				(6	)			(2,733	)							(2,634	)			(63,548	)			(7,335	)							(73,517	)
Provision for income taxes			—				—				292				K				292				—				3,163				K				3,455
Net income (loss) from continuing operations and comprehensive income (loss) from continuing operations		$	105			$	(6)			$	(3,025)							$	(2,926)			$	(63,548)			$	(10,498)							$	(76,972)
Basic and diluted net income (loss) per share			N/A			$	(0.68	)										$	(329.21	)														$	(4.27	)
Basic and diluted weighted average shares outstanding			N/A				8,888												8,888								18,015,136				L				18,024,024

N/A — not applicable

Notes to unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2013

(in thousands)		Year ended December 31, 2013
Revenues:
Rooms		$	32,738
Other			378
		$	33,116
Expenses:
Rooms			9,147
Other property level operating costs			12,138
Property tax			2,770
Corporate overhead (see Note F)			187
		$	24,242

(in thousands, except for unit data) Class B Units		Cost of Assets				Rate				Price per Unit				Number of Units Issued per Quarter(2)				Dividend Rate				Yearly Dividend(3)
Dividends on Class B Units(1)		$	1,929,718				0.1875	%		$	22.50				160,810				6.8	%		$	410