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American Realty Capital “RAISING THE BAR” THIS MATERIAL IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. SUCH AN OFFER CAN ONLY BE MADE BY A PROSPECTUS, WHICH CONTAINS COMPLETE INFORMATION INCLUDING RISKS FOR ITS RESPECTIVE OFFERING. WHEN THIS MATERIAL IS USED IN CONNECTION WITH A SECURITIES OFFERING, THEN THIS MATERIAL IS AUTHORIZED ONLY WHEN ACCOMPANIED OR PRECEDED BY THE PROSPECTUS TO WHICH IT RELATES. ALSO, THIS MATERIAL MUST BE READ IN CONJUNCTION WITH THE CURRENT PROSPECTUS FOR THE RESPECTIVE OFFERING IN ORDER TO FULLY UNDERSTAND ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. An investment in any American Realty Capital proprietary program should be made only after careful review of the related prospectus that will set forth suitability standards that must be met and the related investment objectives, which are not guaranteed. All information contained in this material would be qualified by such prospectus, if any.
American Realty Capital Risk Factors Risk Factors • No representation or warranty is made as to the efficacy of any particular strategy or fund or the actual returns that may be achieved. Risks of investing in REITs are similar to those associated with direct investments in real estate securities, including falling property values due to increasing vacancies, declining rents resulting from economic, legal, tax or political developments, lack of liquidity, limited diversification and sensitivity to certain economic factors such as interest rate changes and market recessions. • Foreign securities involve special risks, including currency fluctuations, lower liquidity, political and economic uncertainties, and differences in accounting standards. Some international securities may represent small- and medium-sized companies, which may be more susceptible to price volatility and less liquidity than larger companies. • Most non-traded REITs will be blind pools and have no or a limited operating history with a limited number of properties. As such, in these programs, you will be unable to evaluate the economic merit of future investments before being they are made. • No public market currently exists, and one may never exist, for shares of common stock in a publicly registered, non-traded REIT. In these types of programs, if you are able to sell your shares, you would likely have to sell them at a substantial discount.
American Realty Capital Risk Factors Risk Factors (continued) • In some of our non-traded REIT programs, should distributions exceed available cash from operations, the REIT may fund distributions from other sources such as subscription proceeds and borrowing, which could reduce the funds that are available for investments and affect the overall investment return in the REIT. • Non-traded REITs may incur substantial debt, which could hinder the ability to pay distributions to stockholders or could decrease the value of it’s investment in the event that income on, or the value of, the property securing the debt falls. • There are substantial conflicts of interest among non-traded REITs among the parties involved in real estate investment programs among the affiliate sponsor, advisor, dealer manager and property manager, such as the fact that its principal executive officers often owns a majority interest in the advisor, dealer manager and property manager. • If a REIT fails to qualify or to maintain the requirements to be taxed as a REIT, it would reduce the amount of income available for distribution and limit its ability to make distributions to stockholders. • In any non-traded REITs, you may not own more than 9.8% in value of the outstanding shares of its stock or more than 9.8% in value or number of shares (whichever is more restrictive) of any class or series of its outstanding shares of stock. • Non-traded REITs are typically dependent on an advisor to select investments and conduct operations and they pay substantial fees to its advisor, affiliates and participating broker dealers.
American Realty Capital Experienced Management Team for American Financial Realty Trust (“AFRT”) where he was responsible for the disposition and leasing activity for a 37.3 million square foot portfolio. During his tenure at AFRT, his division increased occupancy and portfolio revenue through the sale of over 200 properties and leasing of over 2.2 million square feet, which greatly increased shareholder value. While at Wachovia, Mr. Budko acquired over $5 billion of net leased real estate assets. From 1987-1997, Mr. Budko worked in the Corporate Real Estate Finance Group at NationsBank Capital Market (predecessor to Bank of America Securities) becoming head of the group in 1990. (NYSE:MS) where he specialized in real estate, becoming a Managing Director. From 1997 until 2005, Mr. Kahane served on the Board of Directors of Catellus Development Corp., an NYSE growth-oriented real estate development company. Catellus was acquired at a substantial premium to its stock price in 2005 by Prologis, an S&P 500 industrial real estate company. In April 2003, prior to American Financial Realty Trust’s IPO, Mr. Kahane joined AFR’s Board of Directors and served as chairman of the Finance Committee. He played an instrumental role in AFR’s public offering and working closely with the CEO, Nicholas Schorsch, personally overseeing and reviewing all acquisitions. Mr. Kahane was a trustee of American Financial Realty Trust (NYSE: AFR) from 2003 to 2006. Mr. Kahane serves as a member of the Investment Committee of Aetos Capital Asia Advisors. ACA is an opportunistic investment fund, focused on investments in real estate and related assets primarily in Japan and China. ACA Funds I and II raised approximately $3 billion of equity capital. Michael Weil President, American Realty Capitaland Chairman and CEO, Realty Capital Securities Brian S. Block Chief Financial Officer From left to right: Nicholas S. Schorsch, William M. Kahane. Value is often created by investing with a skilled and seasoned management team deploying capital consistent with an investment strategy designed to take advantage of prevailing market opportunities. American Realty Capital (“ARC”) is lead by Nicholas S. Schorsch, Chairman & CEO and William M. Kahane, Co-Founder. Both Mr. Schorsch and Mr. Kahane have extensive backgrounds in real estate with expertise in transaction structure and execution. Michael Weil was appointed President of American Realty Capital in February 2012. In his new role, Mr. Weil will continue to the company’s industry best practice standards and basic principles of risk diversification specific to net lease strategies, which targets real estate triple net leased, long-term, to primarily investment grade and credit worthy tenants, thereby providing strong risk adjusted returns to investors. Mr. Weil will maintain an active leadership role with Realty Capital Securities (“RCS”), American Realty Capital’s affiliated broker dealer, as its Chairman and CEO. Mr. Weil will continue to provide strategic planning, management and operational oversight for the broker dealer and its team of experienced securities professionals. Prior to assuming the helm of RCS, Mr. Weil served as Executive Vice President of American Realty Capital, where he was integral in sourcing and originating investment opportunities for American Realty Capital sponsored investment programs. Mr. Weil was formerly Senior Vice President of Sales and Leasing Mr. Block is responsible for the accounting, finance and reporting functions at American Realty Capital ("ARC"). He has extensive experience in SEC reporting requirements as well as REIT tax compliance matters, and has been instrumental in developing ARC's infrastructure and positioning the organization for growth. Mr. Block began his career in public accounting at Ernst & Young and Arthur Andersen from 1994 to 2000. Subsequently, Brian was the Chief Financial Officer of a venture capital-backed technology company for several years prior to joining American Financial Realty Trust (AFRT) in 2002. While at AFRT, Mr. Block served as Chief Accounting Officer from 2003 to 2007 and oversaw the financial, administrative and reporting functions of the organization. He is a certified public accountant, a member of the AICPA and PICPA, and serves on the REIT Committee of the Investment Program Association. Resource Group and its successor corporation, American Financial Realty Trust, Mr. Schorsch executed in excess of 1,000 acquisitions with a transactional value of approximately $5 billion. In 2003, Mr. Schorsch received an Entrepreneur of the Year award from Ernst & Young. Mr. Schorsch was a board member of NAREIT from 2005 to 2006. Nicholas S. Schorsch Chairman, Chief Executive Officer Peter M. Budko Chief Investment Officer Mr. Schorsch founded and formerly served as President, CEO and Vice-Chairman of American Financial Realty Trust from its inception as a REIT in September 2002 until August 2006. American Financial Realty Trust (“AFRT”) was a publicly traded REIT listed on the NYSE that invested exclusively in offices, operations centers, bank branches and other operationally critical real estate assets that were net leased to tenants in the financial services industry, such as banks and insurance companies. Through American Financial William M. Kahane Co-Founder Mr. Budko founded and formerly served as Managing Director and Group Head of the Structured Asset Finance Group, a division of Wachovia Capital Markets, LLC (NYSE: WB) from 1997-2006. The Structured Asset Finance Group structures and invests in real estate that is net leased to corporate tenants. Mr. Kahane began his career as a real estate lawyer practicing in both the public and private sectors. From 1981-1992, he worked at Morgan Stanley & Co.
American Realty Capital Investing in Commercial Real Estate
American Realty Capital Investing in Commercial Real Estate Real Estate is a Significant Asset Class. Real Estate has become a popular and powerful investment vehicle for both institutional and retail investors seeking current income.* * As it relates to non-traded REITs, if distributions exceed available cash from operations, the REIT may fund distributions from other sources such as subscription proceeds and borrowing, which could reduce the funds that are available for investments and affect the overall investment return in the REIT. SOURCE:CoStar Group, Wilshire Associates, Securities Industry and Financial Markets Association and Bloomberg
American Realty Capital Investing in Commercial Real Estate Considering the Opportunity Real Estate, as defined by transaction cap rates provided by NCREIF, historically provided investors a positive yield spread to the 10-year U.S. Treasury. LEGEND = An Opportune Time to Buy NCREIF: The National Council of Real Estate Investment Fiduciaries (NCREIF) provides a quarterly time series composite of transaction cap rates associated with a large pool of individual commercial real estate properties acquired in the private market for investment purposes only. Transaction NCREIF cap rate data presented herein reflects a rolling four-quarter average of asset dispositions of institutional quality real estate. However, there can be no determination on how the use of leverage, the impact of management and/or advisory fees affects the ultimate sales price. 10-Year U.S. Treasury Bill (source: Bloomberg): This metric is used to represent a risk-free interest that is backed by the full faith of the U.S. government. Sources:NCREIF, Bloomberg The risk-adjusted spread offered on real estate may make this an opportune time to invest in real estate. There is no guarantee that these market conditions will continue or be profitable.
American Realty Capital Investing in Commercial Real Estate Non Traded vs. Traded REITs * An offering may not qualify as a REIT. If an offering does not qualify as a REIT, it may incur tax costs which could reduce distributions.
American Realty Capital Why is an Investment in Real Estate Essential?
American Realty Capital Investing in Commercial Real Estate Trends – High Volatility in Traded REIT Market Daily Volatility of RMS Index January 2001-January 2013 • *Non-traded REITs have no price transparency and limited liquidity SOURCE:SNL Financial, StifelNicolaus Research
American Realty Capital Investing in Commercial Real Estate Publicly Traded REITs Correlate Closely to Traded Markets Correlation between the REIT market and the general equity market is much higher in the last 2 and 5 years than the last 10 and 15 years. SOURCES:Bloomberg. Indices used: Dow Jones Industrial Average, S&P 500, Russell 2000, and the Morgan Stanley REIT Index (RMS.) The RMS tracks publicly traded REITs in the industry. Correlations are based on monthly total return data.
American Realty Capital Non-Traded REIT Universe Total REIT Universe: $600 Billion (as of Feb. 28, 2013) 2006 2013 Public, Non-Traded REIT Equity Raised: $80.3 Billion (2) Public, Non-Traded REIT Equity Raised: $28 Billion (2) 7% 13.5% 86.5% Publicly Traded Equity REITs Market Cap: $519.3B(1) 93% Publicly Traded Equity REITs Market Cap: $400B (1) Equity Raised by Non-Traded REITs has almost tripled in the last 5 years. NOTE: The presentation above is only an illustration of the amount of capital raised by non-traded REITs in comparison to the public equity market cap. There is no market for non-traded REIT securities. SOURCES:(1) NAREIT, as of January 31, 2013; (2) Blue Vault, September 30, 2012.
American Realty Capital Investing in Commercial Real Estate Competitive Total Return Private real estate tracked within the NCREIF Index, has historically performed well. AVERAGE ANNUAL TOTAL RETURNS (INDEX RETURNS AS OF 12/31/2012)* Private Real Estate Bonds DJIA S&P 500 NASDAQ Privately held real estate is measured by the NCREIF Index, a composite total rate of return measure of investment performance of a large pool of individual commercial real estate properties acquired in the private market for investment purposes. Stocks are represented by the S&P 500Index. NASDAQ is an index made up of all of the common stocks and securities listed on the NASDAQ stock market. DJIA (Dow Jones Industrial Average) is computed using the stock prices of the 30 largest and widely held public companies in the U.S. Bonds are represented by the Barclays Capital U.S. Aggregate Bond Index, which is a broad-based bond index comprised of government, corporate, mortgage and asset-backed issues, rated investment-grade or higher and having at least one year to maturity. Prior to November 2008 the Barclays Capital U.S. Aggregate Bond Index operated under the name Lehman Brothers Aggregate Bond Index. Private Real Estate has historically outperformed other asset class during the last 10 and 15 years. *The chart does not represent the performance of any specific investment and is for illustrative purposes only. Sources: NCREIF, (National Council Real Estate Investment Fiduciaries); Bloomberg; SNL Financial LC; and Barclay’s Capital Markets. Significant differences exist between NCREIF and American Realty Capital’s proprietary programs. NCREIF represents a blended portfolio, involves institutional investors, is leverage free, and that there are no fees. There is no assurance that said programs will perform similarly. • Past performance is no guarantee of future results. This is for illustrative purposes only and not indicative of any investment. An investment cannot be made directly in an index.
American Realty Capital Investing in Commercial Real Estate Inflation Protection Real estate has consistently delivered income and capital appreciation in excess of inflation, as measured by the U.S. Department of Labor’s Consumer Price Index (CPI). INCOME & GROWTH The NCREIF index has provided an average annual return of 8.8% since 1994. CPI has grown at an average rate of 2.4% per year over the same time period.* GROWTH OF CPI VS REIT INCOME AND GROWTH (1994-Fourth Quarter 2012) An investment in real estate provides the potential for income and capital appreciation, outpacing the effects of inflation on purchasing power. (9/1/1994 = 100) Source:Bloomberg *Significant differences exist between NCREIF and American Realty Capital’s proprietary programs. NCREIF represents a blended portfolio, involves institutional investors, is leverage free, and that there are no fees. There is no assurance that said programs will perform similarly.
American Realty Capital Commercial Real Estate Markets Today Where are some attractive opportunities in income producing real estate today? • Net Leased Real Estate • Leased to tenants pursuant to a net lease structure • Eliminates landlord responsibility for property related expenses • Tenant pays all operating expenses, including taxes • Medical Office • Recession-Resistant Industries • Grocery-Anchored Shopping Centers • Lifestyle Centers and Power Centers • Recovering Markets (i.e. New York) • Middle-Market Corporate and Real Estate Lending • Global Sale-Leasebacks IMPORTANT:(A) An offering may not qualify as a REIT. If an offering does not qualify as a REIT, it may incur tax costs which could reduce distributions; (B) Non-traded REITS may pay distributions from various sources including offering proceeds and/or financing; (C) No representation or warranty is made as to the efficacy of any particular strategy or fund or the actual returns that may be achieved. Risks of investing in REITs are similar to those associated with direct investments in real estate securities, including falling property values due to increasing vacancies, declining rents resulting from economic, legal, tax or political developments, lack of liquidity, limited diversification and sensitivity to certain economic factors such as interest rate changes and market recessions; and(D) There is no market for non-traded REIT securities and therefore they have limited liquidity.
American Realty Capital Investing in Commercial Real Estate 3 Q’s of a Real Estate Company • Quality of Assets • Are assets within the scope of the company’s real estate strategy? • Are assets well-located to suit their intended function? • Is the tenant credit worthy? • Is the asset priced accordingly for the risk assumed by shareholders? • Do the assets have appropriate retenanting opportunities upon lease expiration or default? • Quality of Income • Is income being consistently generated by the company’s assets? • Does the level of income generated by the assets meet or exceed the amount of income the company expected the asset to generate? • Is the company paying a distribution that is based on the cash flow (MFFO) from its properties, or is the declared distribution a marketing device that is unsustainable? • Quality of Management • Has management deployed capital effectively, efficiently, and accretively? • Has management stuck to their declared investment intentions and asset class allocations, or has the style drifted away from the company’s founding principles? • Has management invested with an exit strategy in mind, building a homogenous portfolio that is appropriately sized to provide attractive exit options? Quality of Assets Quality of Income Quality of Management
Realty Capital Securities Our Distributor Realty Capital Securities, LLC (“RCS”) is an open architecture wholesale broker dealer focused exclusively on the distribution of publicly registered, non-traded real estate investment trusts and business development companies.
Realty Capital Securities Non Traded REIT Universe (As of February 2013) Total Public, Non-Traded REIT Universe February 2013 Equity Raised $978.4 Million (4) Total REIT Universe$599.6 Billion Realty Capital Securities, REIT Equity Raised: $472.3 Million(3) 86% 48.3% Publicly Traded Equity REITs: $519.3 Billion Market Cap(1) Public, Non-Traded REITs: $80.3 Billion Equity Raise(2) Public, Non-Traded REITs: $978.4 Million 13.5% NOTE: The presentation above is only an illustration of the amount of capital raised by non-traded REITs in comparison to the public equity market cap. There is no market for non-traded REIT securities. • Source: NAREIT, as of January 31, 2013. • Source: BlueVault, as of September 30, 2012. • Source: Stanger,’The Market Pulse’. RCS Non-Traded REITs: $332.4MM (Jan 2013); $472.3MM (Feb 2013). • Source: Stanger,’The Market Pulse’. Total Non-Traded REITs:$913.8MM (Jan 2013); $978.4MM (Feb 2013) SOURCES: *Robert A. Stanger & Co, Inc
Realty Capital Securities Old Paradigm Selling Agreements Product Wholesale BD Retail BDs Retail Reps Retail Investors Retail Rep Product Retail BD Retail BD Retail BD Retail BD Retail Rep Retail Rep Retail Rep Retail Rep Retail Rep Retail Rep Wholesale BD Retail Investors Selling Agreements
Realty Capital Securities New Paradigm Selling Agreements Product Retail BDs Retail Reps Retail Investors Wholesale BD Offering 1 Offering 2 Retail Rep Retail Rep Retail BD Retail Rep Retail Rep Retail BD Retail Rep Retail Rep Retail BD Retail BD Retail Rep Offering 3 Offering 4 Offering 5 Multi-Product Platform Retail Investors Offering 6 Selling Agreements Offering 7 Offering 8 Offering 9 Offering 10 Offering 11 Offering 12
Realty Capital Securities Five dedicated partners leading a well-organized vertically integrated team and providing shared services for increased efficiency. Synergistic Value: “ARC Advisory Services Group”(65 Members Strong) Investor Relations Due Diligence Investment Banking Operations Accounting Legal Human Resources IT Marketing Financing Originations
Realty Capital Securities An Efficient Choice Offering the broker dealer community a consistent solution for raising capital and purpose-built to service multiple sponsors. An Efficient Choice
Realty Capital Securities An Efficient Choice Multiple offerings, sector specific and non-competing, with experienced management teams and proven track records. • One National Accounts Manager per Broker Dealer • One Distribution Platform • One Compliance Department • One Back Office Team ---- An Efficient Choice ----
Realty Capital Securities An Efficient Choice Programmatic Services Across All Investment Offerings • Web-Based and iPad Resources • Unified National Accounts Team • Consistent Communication • Dedicated Product Managers • DST Systems • ARC-Insight • LaserApp • Multi-Product Subscription Documents
Realty Capital Securities Training and RCS Best Practices Essential Considerations for a Multi-Product Platform • Product Education – Investment Strategy, Objectives, Terms and Risks • Support and Guidance – Service as a Trusted “Go-To” Resource • Participation in the Creation of Offering Documents and Education • Sales Practices – Product Launch Training • Compliance Team’s Depth and Breadth of Experience
Realty Capital Securities Reduced Fees • Upon a public listing, most advisors charge the REIT shareholders a substantial fee for “internalizing” certain advisory services. • The advisory agreement between our REIT and our advisor provides there shall be NO COMPENSATION to our advisor in connection with such an internalization transaction. Services Advisor REIT Fees $ • The public non-traded REIT industry uses an external advisory model, i.e., the REIT shareholders pay fees to the advisor for services, including: acquisition, financing, asset management and disposition. Preserving shareholder value by putting the interests of our investors first.
Realty Capital Securities Best Practices Realty Capital Securities insists that every issuer on its platform strictly adhere to a code of conduct known as “Best Practices.” • Offering • Experienced Management Team • Strong Prior Performance • Sector Specific Focused Offering • Diversified Property Portfolio • Comprehensive, Transparent Reporting • Sustainable, Covered Distributions • Use of Prudent Leverage • Defined Exit Strategy: Shorter Full-Cycle Liquidity Event • Managing Dealer • Continuing Due Diligence • Multi-Product Platforms • Consistency in Training • Sponsor and Advisor • Financial Investment by Management in Advisor/REIT • Efficient Capital Deployment • Low Relative Fees - No Internalization Fee • Research • No Related Party or Affiliated Transactions • Sponsor Presence on REIT Board
Realty Capital Securities Broker Dealers Realty Capital Securities, LLC Three Copley Place, Suite 3300, Boston, MA 02116 877-373-2522 All Other Inquiries American Realty Capital 405 Park Avenue, 12th Floor, New York, NY 10022 212-415-6500 www.americanrealtycap.comwww.rcsecurities.com