Unassociated Document
FILE NO.
333-145949
AMERICAN
REALTY CAPITAL TRUST, INC.
SUPPLEMENT
NO. 13 DATED OCTOBER 8, 2010
TO
THE PROSPECTUS DATED NOVEMBER 10, 2009
This
prospectus supplement (this “Supplement No. 13”) is part of the prospectus of
American Realty Capital Trust, Inc. (“we,” the “REIT,” “ARCT” or “Company”),
dated November 10, 2009 (the “Prospectus”), Supplement No. 12, dated September
29, 2010 (“Supplement No. 12”) Supplement No. 11, dated September 9, 2010
(“Supplement No. 11”), 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, 10, 11 and
12. This Supplement No. 13 supplements, modifies or supersedes
certain information contained in our Prospectus and Supplements Nos. 9, 10, 11
and 12. This Supplement No. 13 will be delivered with the Prospectus and
Supplements Nos. 9, 10, 11 and 12.
The
purpose of this Supplement No. 13 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 30, 2010, we had issued 41.9
million shares of common stock, including 339,077 shares issued in connection
with an acquisition in March 2008. Total gross proceeds from these
issuances were $422.2 million. As of September 30, 2010, the
aggregate value of all share issuances and subscriptions outstanding was $426.2
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 30, 2010, there were 190.5 million 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.
FedEx
Portfolio
On
September 23, 2010, we acquired one build-to-suit, free standing, fee simple
FedEx Ground Package System Facility located in Sioux Falls, South Dakota for a
purchase price of approximately $3.6 million. The property is 6.69
acres and contains 43,762 square feet of gross leasable area. The
tenant of the property is FedEx Ground Package System, Inc. (“FedEx Ground”), a
wholly-owned subsidiary of the FedEx Corporation. The acquisition
increases the size of our FedEx Portfolio to four distribution
facilities. We acquired distribution facilities for FedEx in Snow
Shoe, PA in March 2008 and in Houston, TX in July 2009 and in April 2010 we
acquired a facility for FedEx Freight West, Inc. in West Sacramento, CA.
The
original lease term at commencement was 10 years with 9.8 years currently
remaining. The lease contains a contractual rent escalation of 5%
beginning in the sixth lease year and provides two renewal options of five years
each. The lease is double net whereby the landlord is responsible for
the roof and structure of the building, and the tenant is responsible for
substantially all other operating expenses, in addition to base
rent. The annual base rent for the initial term is approximately
$296,000.
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.
FedEx
Corporation (NYSE: “FDX”) is a holding company providing transportation,
e-commerce and business services, employing over 280,000 team members
worldwide. FedEx Corporation was founded as Federal Express in 1971
and is headquartered in Memphis, Tennessee. FedEx Ground, a
subsidiary of FedEx Corporation, specializes in small-package shipping
throughout the United States and Canada.
FedEx
Corporation currently files its financial statements in reports filed with the
U.S. Securities and Exchange Commission (the “SEC”). Financial data
regarding FedEx Corporation can be found on pages 88-89 of the
Prospectus.
CVS
Pharmacy Property
On
September 24, 2010, we acquired from NSH Belnar CVS, Inc. (the “Ground Lessor”),
the fee simple interest in certain property located in Chicago,
Illinois ground leased to ARC CVCHIIL001 DST, a Delaware statutory trust (the
“CVS IL DST”), for a purchase price of approximately $3.7 million. ARCT
owns an indirect majority interest in CVS IL DST and CVS IL DST is the operating
landlord under that certain operating lease with CVS Pharmacy (“CVS”), as tenant
of the building on the property which contains 10,880 square feet of gross
leasable area. This acquisition allowed ARCT to acquire the landlord’s
interest under the ground lease in addition to ARCT’s existing interest as
landlord under the operating lease, acquired in September 2009. Pursuant
to the terms of the operating lease, the rent for both the ground lease and the
operating lease is paid by CVS.
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.
CVS
Caremark Corporation (NYSE: “CVS”) is a pharmacy services company with
approximately 7,000 CVS/Pharmacy retail stores. CVS Caremark also
operates a mail order specialty pharmacy division, Caremark Pharmacy Services,
and an online pharmacy, CVS.com. CVS Caremark formed from the merger
of CVS Corporation and Caremark Rx, Inc. in 2007, and has 211,000
employees.
CVS Caremark currently files its
financial statements in reports filed with the SEC. Financial data
regarding CVS Caremark can be found on page 20 of Supplement No. 9 to the
Prospectus.
AutoZone
Portfolio
|
Address
|
City
|
|
|
|
|
600
Ave Barbosa
|
San
Juan, PR
|
|
PR
#3, KM 135.6
|
Guayama,
PR
|
|
State
Road #2, KM 225.2
|
Ponce,
PR
|
|
State
Road #3, KM 81.6
|
Humacoao,
PR
|
The
original lease terms at commencement were 20 years with an average of 15.9 years
currently remaining. The leases do not contain contractual rental
escalations. The leases provide two to three renewal options for five
years each. The leases are triple net whereby AutoZone 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 $859,000.
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.
AutoZone,
Inc. (NYSE: “AZO”) is a retailer and distributor of automotive parts and
accessories for cars, sport utility vehicles, vans and light trucks, selling
primarily to “do-it-yourself” customers. The company also provides commercial
credit and parts delivery to repair garages, service stations, dealers and
public sector accounts. AutoZone has approximately 32,000 employees and as of
August 29, 2009 operated 4,229 stores in the United States, Puerto Rico, and
Mexico. AutoZone was founded in 1979 and is headquartered in Memphis,
Tennessee.
AutoZone
currently files its financial statements in reports filed with the Securities
and Exchange Commission, and the following summary financial data regarding
AutoZone are taken from the 2007, 2008 and 2009 annual reports and Form 10-Q for
the period ended May 8, 2010:
|
|
|
|
|
|
|
Year
Ended
|
|
Consolidated
Statements of Income
(in
thousands)
|
|
|
May
8, 2010
(36
weeks)
|
|
|
|
August
29, 2009
(52
weeks)
|
|
|
|
August
30, 2008
(53
weeks)
|
|
|
|
August
25, 2007
(52
weeks)
|
|
Total
Revenue
|
|
$
|
4,917,459
|
|
|
$
|
6,816,824
|
|
|
$
|
6,522,706
|
|
|
$
|
6,169,804
|
|
Net
Income
|
|
|
469,378
|
|
|
|
657,049
|
|
|
|
641,606
|
|
|
|
595,672
|
|
|
|
|
|
|
|
|
As
of
|
|
Consolidated
Balance Sheet
(in
thousands)
|
|
|
May
8, 2010
|
|
|
|
August
29, 2009
|
|
|
|
August
30, 2008
|
|
|
|
August
25, 2007
|
|
Total
Assets
|
|
$
|
5,452,770
|
|
|
$
|
5,318,405
|
|
|
$
|
5,257,112
|
|
|
$
|
4,804,709
|
|
Total
Long-Term Debt
|
|
|
2,698,500
|
|
|
|
2,726,900
|
|
|
|
2,250,000
|
|
|
|
1,935,618
|
|
Total
Stockholders’ Equity
|
|
|
5,452,770
|
|
|
|
5,318,405
|
|
|
|
5,257,112
|
|
|
|
4,804,709
|
|