Unassociated Document
FILE NO.
333-145949
AMERICAN
REALTY CAPITAL TRUST, INC.
SUPPLEMENT
NO. 11 DATED SEPTEMBER 9, 2010
TO
THE PROSPECTUS DATED NOVEMBER 10, 2009
This
prospectus supplement (this “Supplement No. 11”) is part of the prospectus of
American Realty Capital Trust, Inc. (“we,” the “REIT,” or “Company”), dated
November 10, 2009 (the “Prospectus”), Supplement No. 10, dated August 18, 2010
(“Supplement No. 10”) and Supplement No. 9, dated July 22, 2010 (“Supplement No.
9”) and should be read in conjunction with the Prospectus and Supplement Nos. 9
and 10. This Supplement No. 11 supplements, modifies or supersedes
certain information contained in our Prospectus and Supplements Nos. 9 and 10.
This Supplement No. 11 will be delivered with the Prospectus and Supplements
Nos. 9 and 10.
The
purpose of this Supplement No. 11 is to update our previous disclosure regarding
the status of our offering as well as to disclose recently completed
acquisitions of real estate investments.
Status
of the Offering
We
commenced our initial public offering of 150,000,000 shares of common stock on
January 25, 2008. As of September 3, 2010, we had issued 38,883,289
shares of common stock, including 339,077 shares issued in connection with an
acquisition in March 2008. Total gross proceeds from these issuances
were $384.9 million. As of September 3, 2010, the aggregate value of
all share issuances and subscriptions outstanding was $388.5 million based on a
per share value of $10.00 (or $9.50 per share for shares issued under the
DRIP).
On August
5, 2010, we filed a registration statement on Form S-11 with the U.S. Securities
Exchange Commission, or the SEC, to register $325 million of common stock for
the follow on offering to our initial public offering. Our initial public
offering was originally set to expire on January 25, 2011. However,
as permitted by Rule 415 of the Securities Act of 1933, as amended, or the
Securities Act, we will now continue our initial public offering until the
earlier of July 24, 2011, or the date that the SEC declares the registration
statement for the follow on offering effective.
Shares
Currently Available for Sale
As of
September 3, 2010, there were 111,116,711 shares of our common stock available
for sale, excluding shares available under the DRIP.
Real
Property Investments
The
following disclosure is to be added to the section of the Prospectus entitled
“Real Property Investments” on pages 87-104.
Chase
Bank Portfolio
On August
27, 2010, we acquired two build-to-suit, free standing, fee simple bank branches
for Chase Manhattan Bank (“Chase”) located in Carpentersville, Illinois and
Northlake, Illinois for a purchase price of approximately $6.5
million. The properties contain 8,030 square feet of gross leasable
area.
The
original lease terms at commencement were 30 years with an average of 26.7 years
currently remaining. The leases contain annual rent escalations of
2.0%. The leases are triple net whereby Chase is required to pay
substantially all operating expenses, including all costs to maintain and repair
the roof and structure of the building, and the cost of all capital
expenditures, in addition to base rent. The average annual base rent
for the initial term is approximately $616,000.
We funded
the acquisition of the properties with proceeds from the sale of our common
stock. We may finance the acquisition post closing, however, there is
no guarantee that we will be able to obtain financing on terms that we believe
are favorable or at all.
JPMorgan
Chase & Co. (NYSE: JPM) (“JPMorgan Chase”) is a leading global financial
services firm with operations in more than 60 countries, assets of $2 trillion
and over 200,000 employees. Chase is one of several
subsidiaries of the firm. JPMorgan Chase & Co. is a leader in
investment banking, financial services for consumer, small business and
commercial banking, financial transaction processing, asset management and
private equity. The firm, in its current structure, is the result of
the combination of several large U.S. banking companies over the last decade
including Chase Manhattan Bank, J.P. Morgan & Co., Bank One, Bear Stearns
and Washington Mutual. The firm serves millions of consumers in the
United States and many of the world’s most prominent corporate, institutional
and governmental clients.
Tractor
Supply Portfolio
On August 27, 2010, we acquired a
build-to-suit, free standing fee simple retail property for Tractor Supply
Company (“Tractor Supply”) located in Lewisburg, West Virginia for a purchase
price of approximately $2.8 million. The property contains 19,097
square feet of gross leasable area. As a result of this acquisition,
our Tractor Supply Portfolio consists of four retail properties. We
purchased a retail property for Tractor Supply in Dubois, Pennsylvania on July
1, 2010. We also purchased two retail properties for Tractor Supply
in Mansfield, Pennsylvania and Elizabethville, Pennsylvania on August 12,
2010.
The property has a primary lease term
of 15 years, having commenced in the month of the closing. The lease
contains rental escalations of 10% every five years during the primary term and
also contains four renewal options of five years each. The lease is
triple net whereby Tractor Supply is required to pay substantially all operating
expenses, including all costs to maintain and repair the roof and structure of
the building, and the cost of all capital expenditures, in addition to base
rent. The average annual base rent for the initial term of the lease
is approximately $ 248,000.
We funded
the acquisition of the property with proceeds from the sale of our common
stock. We may finance the acquisition post closing, however, there is
no guarantee that we will be able to obtain financing on terms that we believe
are favorable or at all.
Tractor
Supply Company (NASDAQ: “TSCO”) operates retail farm and ranch stores in the
U.S. The company’s stores offer a selection of merchandise,
including, among other items, equine, pet, and animal products, lawn and garden
power equipment, truck, towing and tool products and maintenance products for
agricultural and rural use. The company operates its retail stores
under the Tractor Supply Company and Del’s Farm Supply names. It also
operates a Website under the name TractorSupply.com. The company
provides its products to recreational farmers and ranchers, as well as to the
tradesmen and small businesses.
International
House of Pancakes Portfolio
On
September 2, 2010, we acquired 14 build-to-suit, free
standing restaurants for International House of Pancakes (“IHOP”) for
a purchase price of approximately $22.7 million. The tenant of the
restaurants is IHOP Properties, Inc. and the leases are guaranteed by IHOP Corp.
(now known as DineEquity, Inc.). Set forth below are the locations
and forms of ownership for the properties.
Location
|
|
Ownership
|
Rochester, New
York
|
|
Leasehold
|
Roanoke,
Virginia
|
|
Leasehold
|
Charlottesville,
Virginia
|
|
Leasehold
|
Shawnee,
Kansas
|
|
Leasehold
|
Alexandria,
Louisiana
|
|
Leasehold
|
Albuquerque, New
Mexico
|
|
Leasehold
|
Springfield,
Montana
|
|
Leasehold
|
Baton Rouge,
Louisiana
|
|
Leasehold
|
La Verne,
California
|
|
Leasehold
|
Memphis,
Tennessee
|
|
Leasehold
|
El Paso,
Texas
|
|
Leasehold
|
Memphis,
Tennessee
|
|
Fee
Simple
|
Centerville,
Utah
|
|
Fee
Simple
|
Topeka,
Kansas
|
|
Fee
Simple
|
On
September 3, 2010, we acquired an additional four build-to-suit, free standing
restaurants for IHOP for a purchase price of approximately $6.8
million. On September 8, 2010, we acquired one build-to-suit, free
standing restaurant for IHOP for a purchase price of approximately $1.3
million. The tenant of these restaurants is IHOP Properties,
Inc. and the leases are guaranteed by Dine Equity, Inc. Set forth
below are the locations and forms of ownership for the properties.
Location
|
|
Ownership
|
Beaverton,
Oregon
|
|
Leasehold
|
Salem,
Oregon
|
|
Leasehold
|
Parker,
Colorado
|
|
Leasehold
|
Sugar Land,
Texas
|
|
Fee
Simple
|
El Paso,
Texas
|
|
Leasehold
|
The 14
properties that we purchased on September 2, 2010 together with the four
properties that we purchased on September 3, 2010 and the single property that
we purchased on September 8, 2010 (the “IHOP Properties”) contain an
aggregate of 76,380 square feet of gross leasable area.
The
original lease terms at commencement for the IHOP Properties were approximately
17 to 25 years with an average of 14.4 years currently remaining. The
leases contain rental escalations of 10% every five years during the primary
term and also contain between one and five renewal options per property for five
years each. The leases are triple net whereby IHOP is required to pay
substantially all operating expenses, including all costs to maintain and repair
the roof and structure of the building, and the cost of all capital
expenditures, in addition to base rent. The average annual base rent
for the initial term of the leases is approximately $ 2.8 million.
As a
result of this acquisition of the IHOP Properties, we have increased
the size of our IHOP Portfolio to twenty-two restaurants. We
previously purchased IHOP restaurants located in Hilton Head, South Carolina and
Buford, Georgia in May 2010 and in Cincinnati, Ohio in June 2010.
We
acquired the IHOP Properties with proceeds from the sale of our common
stock. We may finance the acquisition post closing, however, there is
no guarantee that we will be able to obtain financing on terms that we believe
are favorable or at all.
Share
Repurchase Program
The
following disclosure will be added to the sections of our Prospectus captioned
“Share Repurchase Program” on pages 11 – 12 and 153 – 154 of the
Prospectus.
For the
quarter ended June 30, 2010, we received requests to redeem 173,851.450 common
shares pursuant to our Share Redemption Plan. We redeemed 61% (106,284.133
shares) of the redemption requests for the quarter ended June 30, 2010, at an
average price per share of $9.6710. The remaining 39% or 67,567.317
shares that were not redeemed relate to a redemption request that was made but
later withdrawn by a stockholder and redemption requests that were made by
stockholders which were ineligible. We funded share redemptions for
the period noted above from the cumulative proceeds of the sale of our common
shares pursuant to our Dividend Reinvestment Plan.