1, Supplement No. We may be deemed to be an investment company under the Investment Company Act of 1940, as amended, and thus subject to regulation under the Investment Company Act of 1940, as amended. An asset will only be evaluated for impairment if certain impairment indications exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Our principal demands for funds will continue to be for property acquisitions, including the purchase price of any properties, loans and securities we acquire, improvement costs, the payment of our operating and administrative expenses, continuing debt service obligations and distributions to our stockholders. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. If we and our Advisor are unable to find suitable investments, then we may not be able to achieve our investment objectives or pay distributions. We do not anticipate having any foreign operations and this we do not expect to be exposed to foreign currency The number of properties and other assets that we will acquire will depend upon the number of shares sold and the resulting amount of the net proceeds available for investment in properties and other assets. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. As of the end of the period covered by this Quarterly Report on Form 10-Q, we are not a party to any material pending legal proceedings. The Company is externally managed by American Realty Capital Advisors V, LLC (our Advisor), In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Offering costs (other than selling commissions and the dealer manager fees) include costs that may be paid by the Advisor, the Dealer Manager or their affiliates on our behalf. SEC) under the Securities Act of 1933, as amended. In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In February 2013, the FASB issued guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. Costs of repairs and maintenance will be expensed as incurred. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. Applicable commissions and fees will be added to the per share price for shares in the IPO but not for shares pursuant to the DRIP. The Advisor and the Property Manager are wholly owned subsidiaries of, and the Dealer Manager is under common ownership with, the Sponsor, as a result of which they are related parties and each of which will receive compensation, fees and the restricted shares have lapsed. Additionally, for certain services provided directly by our advisor or its affiliates, we will pay insourced acquisition expenses incurred related to selecting, evaluating and acquiring assets on our behalf, including legal advisory All intercompany accounts and transactions have been eliminated in consolidation. Conflicts of Interest for a description of the entities organized directly under our sponsor and those entities organized directly under RCAP Holdings, LLC. As disclosed elsewhere in the Prospectus, the purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to investors. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO. o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. By providing MFFO, we believe it is presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance after our IPO has been completed and our properties have been acquired. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, (the Practice Guideline), issued by the IPA in November 2010. As of March 31, 2013, offering and related costs, excluding commissions and dealer manager fees, exceeded 2.0% of gross proceeds received from the IPO by $0.7 million due to the on-going nature of the offering process and because the IPO had not yet commenced. Accordingly, earnings per share has not been completed and is not deemed meaningful for the period from January 22, 2013 (date of inception) to March 31, 2013. The Company will reimburse the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average. The Company is responsible for offering and related costs from the IPO, REITs are subject to a number of other organizational and operational requirements. 1, Supplement No. dealer manager in this offering., We do not intend to hold our acquired assets for an extended period of time past three to six years after the termination of this offering. or 4.5% of the amount advanced for a loan or other investment. . to that of non-listed REITs that have completed their acquisition activities and have similar operating characteristics as us. On April 25, 2013, we received and accepted aggregate subscriptions equal to the minimum of $2.0 million in shares of common stock, broke escrow and issued shares of common stock to our initial investors who were admitted as stockholders. The Dealer Manager serves as the dealer manager of the IPO. Total capital, including sales from common stock and proceeds from shares issued pursuant to the DRIP, raised to date is as follows: The following table presents certain information about the properties that the Company acquired from April 1, 2013 to May 13, 2013. If we raise substantially less than the maximum offering in our IPO, we may not be able to invest in a diversified portfolio of real estate assets and the value of an investment in us may vary more widely with the performance of specific assets. On April 4, 2013, we commenced our IPO on a reasonable best efforts basis of up to 68.0 million shares of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11, as amended (File No. 3. To the extent that we maintain borrowing capacity under a line of credit, such available amount will be included in calculating our liquid assets. FFO and MFFO are not useful measures in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO or MFFO. Some of the American Realty Capital-sponsored REITs have sub-advisors or dedicated management teams who have primary responsibility for investment activities of the REIT, which may mitigate some of these conflicts of interest. Historical accounting for real estate involves the use of GAAP. Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT's definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP (OP Units). We purchased our first property and commenced active operations on April 29, 2013. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the The distributions will be payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. At the time of listing, it will launch a tender offer to purchase up to $125 million of its . This limitation, however, will not apply to individual real estate assets or investments. Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders. The capitalized above-market lease intangibles will be amortized as a decrease to rental income over the remaining term of the lease. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps and collars in order to mitigate our interest rate risk with respect to various debt instruments. The RSP provides the 3. borrowing along with justification for exceeding such limit. As a result, these estimates are subject to a degree of uncertainty. In addition, we may be required to pay costs for maintenance and operation of properties which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation. Events or changes in circumstances that could cause an evaluation for impairment include the following: We will review our portfolio on an ongoing basis to evaluate the existence of any of the aforementioned events or changes in circumstances that would require us to test for recoverability. The Company will pay a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and one-half of the total brokerage commission paid, if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided Substantially all of our business will be conducted through the OP. NEW YORK, May 6, 2013 /PRNewswire/ -- American Realty Capital Trust V, Inc. ("ARCT V") announced today that it closed on its first two acquisitions - two build-to-suit Dollar General stores. The value of in-place leases will be amortized to expense over the initial term of the respective leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost While we are responsible for managing interest rate, hedge and foreign exchange risk, we do retain an outside consultant to review all our hedging agreements. (date of inception) to March 31, 2013. Under our charter, the maximum amount of our total indebtedness shall not exceed 300% of our total net assets (as defined by the North American Securities Administrators Association Statement of Policy Regarding Real Estate Investment Trusts, (the NASAA REIT Guidelines)) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments; however, we may exceed that limit if approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such that will be considered are the compensation to be paid to the successor advisor and any potential conflicts of interest that may occur., $8,850/$7,522,500 (or $16,091/ $13,677,273) assuming we incur our expected leverage of 45% set forth in our investment guidelines or $35,400/ $30,090,000 assuming the maximum leverage of 75% permitted by our charter). We do not expect the adoption of this guidance to have a material impact on our consolidated financial position, results of operations or cash flows. As of March 31, 2013, cumulative offering costs were $0.7 million. As of March 31, 2013, we did not own any properties. On such date, the Company received and accepted aggregate subscriptions equal to the minimum of $2.0 million in shares of common stock, broke escrow and issued shares to its initial investors who were admitted as stockholders. [1] Notable publicly traded real estate investment trusts based in the United States include: Company Name. As a result, these costs are only our liability to the extent aggregate selling commissions, the dealer manager fee and other organization and offering costs do not exceed 12.0% of the gross proceeds determined at the end of our IPO. of the operating performance of other real estate companies that are not as involved in acquisition activities. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, Our advisor currently has no paid employees; however, as of January 31, 2013, the subsidiaries of our sponsor, AR Capital, LLC, which are affiliated with our advisor, had approximately 108 full-time employees, each of whom may dedicate a portion of his or her time providing services to our advisor. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs, such as their limited life, We would not hold or issue these derivative contracts for trading or speculative purposes. The distributions will begin to accrue 15 days following the Company's initial property acquisition. The Company may also originate or acquire first mortgage loans secured by real estate. We intend to elect to be taxed as a REIT under Sections 856 through 860 of the Code, effective for our taxable year ending December 31, 2013. Because the Advisor and Property Manager may waive certain fees, cash flow from operations that would have been paid to the Advisor and Property Manager may be available to pay distributions to stockholders. reimbursements for services related to the IPO and the investment and management of our assets. We will compete for investors with these other programs, and the overlap of these offerings with our offering could adversely affect our ability to raise all the capital we seek in this offering, the timing of sales of our shares and the amount of proceeds we have to spend on real estate investments. Applicable commissions and fees will be added to the per share price for shares offered in the IPO but not for shares pursuant to the DRIP. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. broker dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer manager fees) by such participating broker dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. This information is all publicly available and is being provided to you by Galvin Legal, PLLC. We intend to acquire our assets with cash and mortgage or other debt, but we also may acquire assets free and clear of permanent mortgage or other indebtedness by paying the entire purchase price for the asset in cash or in units of limited Additionally, American Realty Capital Trust V Special Limited Partner, LLC (the Special Limited Partner), an entity wholly owned by AR Capital, LLC (the Sponsor), expects to contribute $2,020 to the OP in exchange for 90 OP Units, which will represent a nominal percentage of the We anticipate that adequate cash will be generated from operations to fund our operating and administrative expenses, continuing debt service obligations and the payment of distributions. Investors should be aware that after a purchase contract is executed that contains specific terms, the property will not be purchased until the successful completion of due diligence and negotiation of final binding agreements. There are no established limits on the amounts of net proceeds and borrowings that we may use to fund such distribution payments. All offering costs incurred by the Company or its affiliated entities on behalf of the Company were classified as deferred costs as of March 31, 2013 on the accompanying consolidated balance sheet. Our advisor is responsible for a pro rata portion of each employees compensation based upon the approximate percentage of time the employee dedicates to our advisor. 3, dated May 10, 2013, or Supplement No. Generally, we will fund our acquisitions from the net proceeds of our offering. Yes o No x. As of March 31, 2013, the aggregate value of all share issuances and subscriptions of common stock outstanding was $0.2 million based on a per share value of $25.00. /PRNewswire/ -- American Realty Capital Trust V, Inc. ("ARCT V") announced today that its board of directors has approved the acquisition of a $1.45 billion. update disclosure relating to our exit strategy; update disclosure relating to our estimated use of proceeds; update disclosure relating to our investment objectives; update disclosure relating to our affiliates; update disclosure relating to our management compensation; update Appendix C-1Subscription Agreement and Appendix C-2Multi-Offering Subscription Agreement; and. Our independent directors will base their determination on the general facts and circumstances that they deem applicable, including the overall experience and specific industry experience of the successor advisor and its management. calculates NAV, to per share NAV. Selling commissions and dealer manager fee, Acquisition expenses include both third party acquisition expenses and insourced acquisition expenses. These lower returns may affect our ability to make distributions. Our dealer manager was designed as a wholesale broker dealer capable of simultaneously distributing multiple direct investment programs. indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. We may fail to qualify, or continue to qualify, to be treated as a real estate investment trust (REIT) for U.S. federal income tax purposes, which would result in higher taxes, may adversely affect operations and would reduce our NAV and cash available for distributions. Realty Capital Securities, LLC (the Dealer Manager) serves as the dealer manager of the IPO. Until the first quarter following the earlier of the Company's acquisition of at least $1.4 billion in total portfolio assets and April 4, 2015, the per share purchase price in the IPO will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees), and shares issued pursuant to the DRIP will initially be equal to $23.75 per share, or 95.0% of the estimated value of a share of common stock. and Supplement No. Our board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. The following discussion and analysis should be read in conjunction with the accompanying financial statements of American Realty Capital Trust V, Inc. and the notes thereto. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or the results of operations. In making estimates of fair values for purposes of allocating purchase price, we will utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. Our advisor may assign the advisory agreement to an affiliate upon approval of a majority of our independent directors. All of our executive officers are also officers, managers and/or holders of a direct or indirect controlling interest in our Advisor, our dealer manager, Realty Capital Securities, LLC (the Dealer Manager) and other American Realty Capital affiliated entities. investment capital. See Table III, included in Appendix A attached hereto, for more information on prior performance of these programs., Our advisor and its officers, employees and affiliates engage in other business ventures and, as a result, their resources are not dedicated exclusively to our business. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. contemplated by such forward-looking statements. The registrants registration statement on Form S-11, as amended (SEC File No. Offering costs in excess of the 2.0% cap as of the end of the IPO are our Advisor's responsibility. This prospectus supplement, or this Supplement No. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net Applicable commissions and fees will be added to the per share price for shares offered in the IPO but not for shares pursuant to the DRIP. Investments in real estate will be recorded at cost. Moreover, our board of directors may change this policy, in its sole discretion, at any time. A REIT is a company that owns and typically operates income-producing real estate or related assets. See Note 5Related Party Transactions and Arrangements to our consolidated financial statements included in this report for a discussion of the various related party transactions, agreements and fees. Restricted share awards will entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Early adoption is permitted. The Company complies with the reporting requirements of development stage enterprises. American Realty Capital Trust V, Inc. (the "Company"), incorporated on January 22, 2013, is a Maryland corporation that intends to qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2013. Dividend yield: 7.6%. three to six months). Substantially all of the Company's business will be conducted through American Realty Capital Operating Partnership V, L.P. (the OP), a Delaware limited partnership. The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. The adoption. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. We may directly pay third parties for third party acquisition expenses, and our advisor or its affiliates may incur expenses for third party services, in each case from time to time. o Fee computed on table below per Exchange Act Rules 14a-6 (i) (4) and 0-11. proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy, as currently intended. We will also consider information obtained about each property as a result of pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of ongoing operations.