Filed Pursuant to Rule 424(b)(3)
File No. 333-145949
AMERICAN REALTY CAPITAL TRUST, INC.
SUPPLEMENT NO. 6 DATED April 22, 2010
TO THE PROSPECTUS DATED November 10, 2009
This prospectus supplement (this Supplement No. 6) is part of the prospectus of American Realty Capital Trust, Inc. (the REIT or the Company), dated November 10, 2009 (the Prospectus), and should be read in conjunction with the Prospectus. This Supplement No. 6 supplements, modifies or supersedes certain information contained in our Prospectus. This Supplement No. 6 consolidates, supersedes and replaces all prior Supplements and must be read in conjunction with our Prospectus. Unless otherwise indicated, the information contained herein is current as of the filing date of the prospectus supplement in which the Company initially disclosed such information. This Supplement No. 6 will be delivered with the Prospectus.
The purpose of this Supplement No. 6 is to consolidate the information contained in all previous supplements to the Prospectus and to update the financial and prior performance information of the REIT.
TABLE OF CONTENTS
Supplement No. 6 Page No. |
Prospectus Page No. |
|||||||
Summary Risk Factors | 2 | N/A | ||||||
Status of the Offering | 2 | N/A | ||||||
Shares Currently Outstanding | 2 | N/A | ||||||
Selected Financial Data | 2 | N/A | ||||||
Description of Investments | 3 | 3 | ||||||
Status of Fees Paid and Deferred | 4 | 9 | ||||||
Status of Distributions | 4 | 10, 148 | ||||||
Share Repurchase Program | 6 | 11, 153 | ||||||
Restricted Share Plan | 6 | 44 | ||||||
Compliance with Jobs Creation Act | 6 | 45 | ||||||
Dealer Manager | 7 | 51 | ||||||
Acquisition of Properties from Affiliates | 7 | 82 | ||||||
Section 1031 Exchange Program | 8 | 84 | ||||||
Real Estate Investments Summary | 9 | 87 | ||||||
Real Estate Investments | 11 | 87 | ||||||
Potential Property Investments | 19 | 104 | ||||||
Prior Performance Summary | 20 | 117 | ||||||
Distribution Policy and Distributions | 28 | 148 | ||||||
Incorporation of Certain Information by Reference | 28 | 171 | ||||||
Prior Performance Tables | Appendix C-3-1 | Appendix C-3-1 | ||||||
Employee and Director and Restricted Share Plan of American Realty Capital Trust, Inc. | Exhibit 10.10 | Exhibit 10.10 |
1
We have qualified as REIT for the tax year ended December 31, 2009.
We commenced our initial public offering of 150,000,000 shares of common stock on January 25, 2008. As of April 16, 2010, we had issued 22,038,016 shares of common stock, including 339,077 shares issued in connection with an acquisition in March 2008. Total gross proceeds from these issuances were $217.9 million. As of April 16, 2010, the aggregate value of all share issuances and subscriptions outstanding was $220.2 million based on a per share value of $10.00 (or $9.50 per share for shares issued under the DRIP). We will offer these shares until January 25, 2011, provided that the offering will be terminated if all of the shares are sold before then.
As of April 16, 2010, there were approximately 128,312,437 shares of our common stock outstanding, excluding shares available under the distribution reinvestment plan.
The selected financial data presented below has been derived from our consolidated financial statements as of the periods indicated:
Balance sheet data (amounts in thousands)
December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Total real estate investments, at cost | $ | 338,556 | $ | 164,770 | $ | | ||||||
Total assets | 339,277 | 164,942 | 938 | |||||||||
Mortgage notes payable | 183,811 | 112,742 | | |||||||||
Total short-term equity | 15,878 | 30,926 | | |||||||||
Other notes payable | 13,000 | 1,090 | | |||||||||
Intangible lease obligation, net | 9,085 | 9,400 | | |||||||||
Total liabilities | 228,721 | 163,183 | 738 | |||||||||
Total stockholders equity | 110,556 | 1,759 | 200 |
2
Operating data (amounts in thousands except per share data)
Year Ended December 31, 2009 |
Year Ended December 31, 2008 |
For the Period from August 17, 2007 (date of inception) to December 31, 2007 |
||||||||||
Total revenue | $ | 14,964 | $ | 5,546 | $ | | ||||||
Expenses |
||||||||||||
Property management fees to affiliate | | 4 | | |||||||||
Asset management fees to affiliate | 145 | | | |||||||||
Acquisition and transaction related costs | 506 | | | |||||||||
General and administrative | 507 | 380 | 1 | |||||||||
Depreciation and amortization | 8,315 | 3,056 | | |||||||||
Total operating expenses | 9,473 | 3,440 | 1 | |||||||||
Operating income (loss) | 5,491 | 2,106 | (1 | ) | ||||||||
Other income (expenses) |
||||||||||||
Interest expense | (10,353 | ) | (4,774 | ) | | |||||||
Interest income | 52 | 3 | | |||||||||
Gains (losses) on derivative instruments | 495 | (1,618 | ) | | ||||||||
Total other expenses | (9,805 | ) | (6,389 | ) | | |||||||
Net loss | $ | (4,315 | ) | $ | (4,283 | ) | $ | (1 | ) | |||
Other data |
||||||||||||
Modified funds from operations(1)(2) | $ | 3,459 | $ | 477 | $ | | ||||||
Cash flows provided by (used in) operations | (2,526 | ) | 4,013 | (200 | ) | |||||||
Cash flows used in investing activities | (173,786 | ) | (97,456 | ) | | |||||||
Cash flows provided by financing activities | 180,435 | 94,330 | 200 | |||||||||
Per share data |
||||||||||||
Net loss per common share basic and diluted | $ | (0.74 | ) | $ | (6.02 | ) | $ | | ||||
Distributions declared | $ | .67 | $ | .65 | $ | | ||||||
Weighted-average number of common shares outstanding, basic and diluted | 5,768,761 | 711,524 | |
We employ a focused investment strategy: acquire single-tenant, freestanding properties, net-leased on a long term basis to investment grade and other credit-worthy tenants. From a geographical standpoint, our target properties: (i) enjoy a strong location on Main Street, USA, e.g. pharmacies, banks, restaurants, gas/convenience stores; or (ii) are situated along high traffic transit corridors at locations carefully selected by the corporate tenant to support operationally essential corporate distribution/warehouse and logistical facilities.
We believe that American corporations, seeking to reduce the costs of distributing their goods and services, are re-evaluating supply chain management and distribution/warehouse capabilities. We believe that this has led to an increased need for well-located real estate from which corporations may cost efficiently aggregate from suppliers and deploy to their regional retail stores. We consider these two operationally essential categories as complementary to our overall portfolio.
3
From January 1, 2008 through December 31, 2008, the Company reimbursed the Advisor $0 for organizational and offering expenses and incurred the following fees:
| acquisition fees of $1,507,369 paid to the Advisor |
| finance coordination fees of $1,131,015 paid to the Advisor |
| property management fees of $4,230 paid to the Property Manager |
From January 1, 2009 through December 31, 2009, the Company reimbursed the Advisor $5,617,286 for organizational and offering expenses and incurred the following fees:
| acquisition fees of $ 1,690,714 paid to the Advisor |
| finance coordination fees of $ 879,626 paid to the Advisor |
| property management fees of $0 paid to the Property Manager |
From January 1, 2010 through April 8, 2010, the Company reimbursed the Advisor $650,000 for organizational and offering expenses and incurred the following fees:
| acquisition fees of $797,538 paid to the Advisor |
| finance coordination fees of $417,345 paid to the Advisor |
| asset management fees of $0 paid to the Advisor |
Amounts paid to the advisor include approximately $3,100,000 of offering costs incurred by the affiliated Advisor and Dealer Manager that exceeds 1.5% of gross offering proceeds earned cumulatively through April 8, 2010. Any organizational or offering expenses that exceed 1.5% of gross offering proceeds over the term of the offering will be the Advisors obligation.
The Company pays the Advisor an annualized asset management fee of 1.0% based on the aggregate contract purchase price of all properties. Through December 31, 2009, the Company paid $145,000 to the Advisor and will determine if such fees will be waived in subsequent periods on a quarter-to-quarter basis. Such waived fees cumulatively through April 8, 2010 equal approximately $ 3,500,000.
The following information supplements the section of our Prospectus captioned Distribution Policy and Distributions on pages 10 and 148 of the Prospectus.
On February 25, 2008, our Board of Directors declared a distribution for each monthly period commencing 30 days subsequent to acquiring our initial portfolio of real estate investments. Our daily dividend commenced accruing on April 5, 2008.
On November 5, 2008, the Board of Directors approved an increase in its annual cash distribution from $.65 to $.67, paid monthly. Based on a $10.00 share price, this 20 basis point increase, effective January 2, 2009, results in an annualized distribution rate of 6.7%.
On October 5, 2009, the Board of Directors approved a special distribution of $0.05 per share payable to shareholders of record on December 31, 2009, in addition to the current 6.7% annualized distribution rate paid monthly. This special distribution was paid on January, 19, 2010.
On January 27, 2010, the Board of Directors approved an increase in its annual cash distribution from $.67 to $.70, paid monthly. Based on a $10.00 share price, this 30 basis point increase, effective April 1, 2010, will result in an annualized distribution rate of 7.0%.
To date, the Companys distributions have been paid with a combination of cash flows from operations and the proceeds from the sales of common stock. There can be no assurance that cash flows from operations will be sufficient to pay distributions in future periods.
4
The following table summarizes the Companys historical and prospective distribution rate, reflecting the special distribution and increase to the annual rate effective April 1, 2010 noted above:
Period | Annualized Distribution Rate |
Number of Months |
||||||
May 2008(1) to December 2008 | 6.5 | % | 8 | |||||
January 2009 to March 2010 | 6.7 | % | 15 | |||||
Special Distribution January 2010(2) | 0.5 | % | | |||||
7.2 | %(2) | |||||||
April 2010 to | 7.0 | % | |
(1) | initial distribution was paid in May 2008. |
(2) | payable to shareholder's of record as of December 31, 2009, resulting in a minimum distribution rate of 7.2% for an investor who owned a common share of the Company for the full year ended December 31, 2009. |
The Company determined distributions paid to shareholders in 2009 will be reported as nondividend distributions on Form 1099 for the applicable period. Accordingly, such distributions are generally not subject to ordinary income tax in the related period. This tax characterization is consistent with distributions paid to shareholders in 2008.
The portion of the distribution that is not subject to tax immediately is considered a return of capital for tax purposes and will reduce the tax basis of a shareholder's investment. This defers a portion of applicable taxes until the investment is sold or the Company is liquidated, at which time the shareholder will be taxed at capital gains rates. However, because each investors tax considerations are different, the Company recommends that investors consult with their tax advisor.
The following is a chart of monthly distributions declared and paid since the commencement of the offering:
Total | Cash | DRIP | ||||||||||
April, 2008 | $ | | $ | | $ | | ||||||
May, 2008 | 30,260 | 22,007 | 8,253 | |||||||||
June, 2008 | 49,637 | 35,283 | 14,354 | |||||||||
July, 2008 | 55,043 | 34,788 | 20,255 | |||||||||
August, 2008 | 57,583 | 36,519 | 21,064 | |||||||||
September, 2008 | 61,396 | 39,361 | 22,035 | |||||||||
October, 2008 | 61,425 | 41,078 | 20,347 | |||||||||
November, 2008 | 65,496 | 43,646 | 21,850 | |||||||||
December, 2008 | 64,444 | 42,877 | 21,567 | |||||||||
January, 2009 | 69,263 | 46,227 | 23,036 | |||||||||
February, 2009 | 76,027 | 50,214 | 25,813 | |||||||||
March, 2009 | 74,915 | 49,020 | 25,895 | |||||||||
April, 2009 | 101,281 | 64,375 | 36,906 | |||||||||
May, 2009 | 128,867 | 78,604 | 50,263 | |||||||||
June, 2009 | 180,039 | 106,741 | 73,298 | |||||||||
July, 2009 | 217,325 | 127,399 | 89,926 | |||||||||
August, 2009 | 290,230 | 177,620 | 112,610 | |||||||||
September, 2009 | 375,926 | 220,165 | 155,761 | |||||||||
October 2009 | 455,051 | 264,729 | 190,322 | |||||||||
November 2009 | 563,471 | 328,555 | 234,916 | |||||||||
December 2009 | 643,125 | 374,714 | 268,411 | |||||||||
January 2010(1) | 1,498,413 | 855,282 | 643,131 | |||||||||
February 2010 | 865,993 | 484,967 | 381,026 | |||||||||
March 2010 | 862,117 | 478,895 | 383,222 |
(1) | Includes the special distribution paid on January 19, 2010 to shareholders of record as of December 31, 2009. |
5
The Company, Board of Directors and Advisor share a similar philosophy with respect to paying the dividend. The dividend should principally be derived from cash flows generated from real estate operations. Specifically, funds from operations should equal or exceed distributions in a given period. If needed, the Advisor generally expects to waive its asset management fee and forego entitled reimbursements to ensure the full coverage of the Companys distributions. The fees and reimbursement that are waived are not deferrals and accordingly, will not be paid by the Company.
For the year ended December 31, 2009, we received requests to redeem 3,000 common shares pursuant to our share repurchase program. We redeemed 100% of the redemption requests at an average price per share of $9.625 per share. We funded share redemptions for the periods noted above from the cumulative proceeds of the sale of our common shares pursuant to our distribution reinvestment plan and from operating funds of the Company.
Restricted Share Plan
On January 22, 2010, our Board of Directors adopted our employee and director incentive restricted share plan. The Board of Directors adopted the plan to:
| furnish incentives to individuals chosen to receive restricted shares because they are considered capable of improving our operations and increasing profits; |
| encourage selected persons to accept or continue employment with our advisor and its affiliates; and |
| increase the interest of our employees, officers and directors in our welfare through their participation in the growth in the value of our common shares. |
Our restricted share plan provides for the automatic grant of 3,000 restricted shares of common stock to each of our independent directors, without any further action by our board of directors or the stockholders, on the date of each annual stockholders meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20% per annum.
Our employee and director incentive restricted share plan provides us with the ability to grant awards of restricted shares to our directors, officers and employees (if we ever have employees), employees of our advisor and its affiliates, employees of entities that provide services to us, directors of the advisor or of entities that provide services to us, certain of our consultants and certain consultants to the advisor and its affiliates or to entities that provide services to us. The total number of common shares reserved for issuance under the employee and director incentive restricted share plan is equal to 1.0% of our authorized shares.
Restricted share awards entitle the recipient to common shares from us under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipients employment or other relationship with us. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends payable in common shares shall be subject to the same restrictions as the underlying restricted shares. The Board of Directors has no present intention to issue any restricted shares under the employee and director incentive restricted share plan.
This section supersedes and replaces the discussion contained in the Prospectus under the section of our Prospectus captioned Compliance with the American Jobs Creation Act on page 45.
6
As part of our strategy for compensating our independent directors, we have issued, and we intend to issue, options to purchase our common stock under our independent directors stock option plan, and we intend to issue, restricted share awards under our employee and director incentive restricted share plan, each of which described above This method of compensating individuals may possibly be considered to be a nonqualified deferred compensation plan under Section 409A of the Internal Revenue Code.
Under Section 409A, nonqualified deferred compensation plans must meet certain requirements regarding the timing of distributions or payments and the timing of agreements or elections to defer payments, and must also prohibit any possibility of acceleration of distributions or payments, as well as certain other requirements. Stock options with an exercise price that is less than the fair market value of the underlying stock as of the date of grant would be considered a nonqualified deferred compensation plan. It is intended that the restricted share awards will not be considered nonqualified deferred compensation.
If Section 409A applies to any of the awards issued under the plan, or if Section 409A applies to any other arrangement or agreement that we may make, and if such award, arrangement or agreement does not meet the timing and other requirements of Section 409A, then (a) all amounts deferred for all taxable years under the award, arrangement or agreement would be currently includible in the gross income of the recipient of such award or of such deferred amount to the extent not subject to a substantial risk of forfeiture and not previously included in the gross income of the recipient, (b) interest at the underpayment rate plus 1% would be imposed on the underpayments that would have occurred had the compensation been includible in income when first deferred (or, if later, when not subject to a substantial risk of forfeiture) would be imposed upon the recipient and (c) a 20% additional tax would be imposed on the recipient with respect to the amounts required to be included in the recipients income. Furthermore, if the affected individual is our employee, we would be required to withhold federal income taxes on the amount deferred but includible in income due to Section 409A, although there may be no funds currently being paid to the individual from which we could withhold such taxes. We would also be required to report on an appropriate form (W-2 or 1099) amounts which are deferred, whether or not they meet the requirements of Section 409A, and if we fail to do so, penalties could apply.
We do not intend to issue any award, or enter into any agreement or arrangement that would be considered a nonqualified deferred compensation plan under Section 409A, unless such award, agreement or arrangement complies with the timing and other requirements of Section 409A. It is our current belief, based upon the statute, the regulations issued under Section 409A and legislative history, the options we have granted and that we currently intend to implement and the restricted share awards that we currently intend to grant will not be subject to taxation under Section 409A because neither the options nor the restricted share awards will be considered a nonqualified deferred compensation plan. Nonetheless, there can be no assurances that any options award, agreement or arrangement which we have entered into will not be affected by Section 409A, or that any such award, agreement or arrangement will not be subject to income taxation under Section 409A.
Effective January 28, 2010, Bradford Watt resigned as President of Realty Capital Securities, LLC.
Louisa Quatro is the President and Secretary of Realty Capital Securities, LLC.
Effective March 8, 2010, Nicholas Corvinus resigned as Chief Executive Officer of Realty Capital Securities, LLC and Michael Weil was simultaneously appointed Chief Executive Officer of Realty Capital Securities, LLC to fill the vacancy caused by Mr. Corvinus resignation.
Effective March 31, 2009, the Board of Directors approved the recommendation of the officers of the Company that the Company not pursue any opportunities to acquire real property from an entity affiliated with its advisor, American Realty Capital Advisor, LLC. It was determined the foregoing recommendation would be
7
reviewed annually by the Board of Directors. On March 9, 2010, the Board of Directors of the Company approved the recommendation of the officers of the Company that the Company continue not to pursue any opportunities to acquire real property from an entity affiliated with its advisor. The Board of Directors determined that this practice will remain in effect during the remaining term of the offering.
The Operating Partnership has transferred forty-nine percent (49%) of its ownership interest in the Federal Express Distribution Facility, located in Snowshoe, Pennsylvania, and a First Niagara Bank branch, located in Palm Coast, Florida (when we acquired this property, it was a National City Bank property; see Real Property Investments National City Bank Properties), to American Realty Capital DST, I (the Trust), a Section 1031 Exchange Program. Realty Capital Securities, LLC has offered membership interests of up to forty-nine percent (49%), or $2,567,000, in the Trust to investors in a private offering. The remaining interests of no less than 51% will be retained by the Operating Partnership. To date, cash payments of $2,567,000 have been accepted by the Operating Partnership.
The Operating Partnership has transferred forty-nine percent (49%) of its ownership interest in a First Niagara Bank branch location, located in Pompano Beach, Florida (when we acquired this property, it was a National City Bank property; see Real Property Investments National City Bank Properties), to American Realty Capital DST, II (the Trust II), a Section 1031 Exchange Program. Realty Capital Securities has offered membership interests of up to forty-nine percent (49%), or $493,802, in the Trust II to investors in a private offering. The remaining interests of no less than 64.8% will be retained by the Operating Partnership. To date, cash payments of $493,802 have been accepted by the Operating Partnership.
The Operating Partnership has transferred forty-nine percent (49%) of its ownership interest in three CVS properties, located in Smyrna, GA, Chicago, Il and Visalia, CA to American Realty Capital DST, III (the Trust III), a Section 1031 Exchange Program. Realty Capital Securities has offered membership interests of up to forty-nine percent (49%), or $3,050,000, in the Trust III to investors in a private offering. The remaining interests of no less than fifty-one percent (51%) will be retained by the Operating Partnership. To date, cash payments of $3,050,000 have been accepted by the Operating Partnership.
The Operating Partnership has transferred forty-nine percent (49%) of its ownership interest in the Federal Express Distribution Facility, located in Snowshoe, Pennsylvania, and a PNC Bank branch, located in Palm Coast, Florida (when we acquired this property, it was a National City Bank property; see Real Property Investments National City Bank Properties), to American Realty Capital DST, I (the Trust), a Section 1031 Exchange Program. Realty Capital Securities has offered and continues to offer membership interests of up to forty-nine percent (49%), or $2,567,000, in the Trust to investors in a private offering. The remaining interests of no less than fifty-one percent (51%) will be retained by the Operating Partnership. To date, cash payments of $2,045,458 have been accepted by the Operating Partnership.
The Company purchased a Walgreens property in Sealy, TX under a tenant in common arrangement (TIC) with a third party. Under the TIC arrangement, the third party assumed a forty-four percent (44%) interest in the property at the time of acquisition for an investment of $1,200,000. The remaining interest of fifty-six percent (56%) was retained by the Company. To date cash payments of $1,200,000 have been accepted by the Operating Partnership.
The Operating Partnership has transferred its ownership interest in the Reckitt Benckiser Distribution Facility, located in Tooele, UT, to American Realty ARC Cambr RB, LLC a Section 1031 Exchange Program. The Operating Partnership sold a 14.6% interest in the property for $2,500,000. The remaining interests of no less than 85.4% will be retained by the Operating Partnership. To date, cash payments of $2,500,000 have been accepted by the Operating Partnership.
8
The REIT acquired the following real estate investments:
| a FedEx Cross-Dock facility in Snowshoe, Pennsylvania (the FedEx Property) as its initial investment on March 5, 2008; |
| 15 First Niagara (formerly Harleysville National Bank and Trust Company) (First Niagara) bank branch properties in various Pennsylvania locations (the First Niagara Properties) on March 12, 2008; |
| 18 Rockland Trust Company (the Rockland Properties) bank branch properties in various Massachusetts locations on May 2, 2008; |
| 2 PNC Bank (formerly National City Bank branches in Florida (the PNC Bank Properties) from affiliated parties on September 16, 2008 and October 23, 2008; |
| 6 Rite Aid properties in various locations in Pennsylvania and Ohio (the Rite Aid Properties) from affiliated parties on September 29, 2008; |
| 50 PNC Bank, National Association bank branches in various locations in Pennsylvania, New Jersey and Ohio (the PNC Properties) on November 25, 2008; |
| a FedEx Freight Facility (the Fed Ex Freight Facility) located in Houston, TX on July 8, 2009; |
| a Walgreens location (the Walgreens Property) located in Sealy, TX on July 17, 2009; |
| 10 newly-constructed retail stores from CVS Caremark (CVS) located in 9 states Illinois, South Carolina, Texas, Georgia, Michigan, New York, Arizona, North Carolina and California on September 18, 2009 (CVS Pharmacy Portfolio I); |
| 15 newly-constructed retail stores from CVS located in 11 states Alabama, Arizona, California, Florida, Georgia, Indiana, Maine, Minnesota, Missouri, North Carolina and Nevada on November 19, 2009 (CVS Pharmacy Portfolio II); |
| a leasehold interest in a build-to-suit Home Depot Distribution Facility from the developer, located in Topeka, Kansas on December 11, 2009; |
| 6 recently constructed Bridgestone retail stores from a developer in various locations in Oklahoma and Florida (the Bridgestone Properties) on various closings in December 2009 (5 locations) and January 2010 (1 location); |
| an Advanced Auto location (the Advanced Auto Property) located in Plainfield, MI on December 30, 2009; |
| 2 Fresenius Medical Care Distribution Facilities (the Fresenius Properties) located in Apple Valley, CA and Shasta Lake, CA from the developer on January 29, 2010; |
| 1 build-to-suit warehouse facility for Reckitt Benckiser located in Tooele, Utah, near Salt Lake City on February 16, 2010; |
| 4 recently constructed restaurants from Jack In the Box, Inc. located in Desloge, Missouri, The Dalles, Oregon, Vancouver, Washington and Corpus Christi, Texas on February 24, 2010 (the Jack in the Box Portfolio); and |
| 12 recently constructed Bridgestone Firestone auto-centers from Mays Development Company located in Alburqueque, NM, Rockwell, TX Weatherford, TX, League City, TX, Crowley, TX, Allen, TX Pearland, TX, Austin, TX, Grand Junction, CO, Benton, AR, Wichita, KS and Baton Rouch, LA on February 26, 2010 (2 locations), March 15, 2010 (4 locations) and March 31, 2010 (6 locations) (the BSFS II Portfolio). |
9
The amount of the Year 1 yield based upon the contract purchase price of the acquired properties as compared to the Year 1 total rent is approximately 7.64%, which excludes contractual rent increases occurring in future years. The amounts in the following table are as of March 31, 2010. (dollars in thousands):
Purchase Price(1) |
Current Mortgage Debt |
Effective Interest Rate(2) |
Portfolio- Level Leverage |
Rent | Base Rent Increase (Year 2)(3) |
|||||||||||||||||||||||
Year 1 | Year 2 | |||||||||||||||||||||||||||
Federal Express Distribution Center (PA) | $ | 10,208 | $ | 6,965 | 6.29 | % | 68.2 | % | $ | 703 | $ | 703 | 3.78% and 3.65% in years 6 and 11, respectively | |||||||||||||||
Harleysville National Bank Portfolio | 41,676 | 31,000 | 6.59 | % | 74.4 | % | 3,004 | 3,064 | | |||||||||||||||||||
Rockland Trust Company Portfolio | 33,117 | 23,534 | 4.92 | % | 71.1 | % | 2,306 | 2,340 | 1.5% annually | |||||||||||||||||||
PNC Bank (formerly National City Bank) | 6,853 | 4,394 | 4.89 | % | 64.1 | % | 466 | 466 | 10% after 5 years | |||||||||||||||||||
Rite Aid Portfolio | 18,839 | 12,808 | 6.97 | % | 68.0 | % | 1,404 | 1,404 | | |||||||||||||||||||
PNC Bank Portfolio | 44,813 | 32,818 | 5.25 | % | 73.2 | % | 2,960 | 2,960 | 10% after 5 years | |||||||||||||||||||
FedEx Freight Facility (TX)(5) | 31,692 | 16,228 | 6.033 | % | 51.1 | % | 2,580 | 2,580 | 1% increase in years 5 and 9 | |||||||||||||||||||
Walgreens Location | 3,818 | 1,550 | 6.64 | % | 40.6 | % | 310 | 310 | | |||||||||||||||||||
CVS Pharmacy Portfolio I | 40,649 | 23,629 | 6.88 | % | 58.1 | % | 3,387 | 3,387 | 5% increase every 5 years | |||||||||||||||||||
CVS Pharmacy Portfolio II | 59,788 | 32,955 | 6.64 | %(6) | 55.3 | % | 4,984 | 4,984 | 5% increase every 5 years | |||||||||||||||||||
Home Depot Distribution Facility | 23,532 | 13,717 | 6.55 | %(7) | 58.3 | % | 1,806 | 1,839 | 2% annually | |||||||||||||||||||
Bridgestone Firestone Portfolio | 15,049 | | | | 1,270 | 1,270 | 6.25% every 5 years | |||||||||||||||||||||
Advanced Auto Location | 1,730 | | | | 160 | 160 | | |||||||||||||||||||||
Fresenius Portfolio | 12,462 | 6,090,000 | 6.72 | % | 48.9 | % | 1,023 | 1,023 | Approximately 10% in years 2 and 7 | |||||||||||||||||||
Reckit Benckieser | 31,749 | 15,000 | 6.23 | % | 47.2 | % | 2,279 | 2,434 | 2.0% annually | |||||||||||||||||||
Jack in the Box Portfolio | 8,257 | 4,395 | 6.45 | % | 53.2 | % | 639 | 639 | | |||||||||||||||||||
BSFS II Portfolio | 16,859 | | | | 2,150 | 2,150 | 6.25% every 5 years | |||||||||||||||||||||
Total Portfolio | $ | 395,969 | 225,083 | 6.17 | % | 52.0 | % | 28,7331 | 31,713 | |||||||||||||||||||
Investment Grade Tenants (based on Rent S&P BBB- or better) |
89.9 | % | ||||||||||||||||||||||||||
Average Remaining Lease Term (years)(4) | 15.9 |
(1) | Purchase Price includes capitalized closing costs and acquisition fees paid to American Realty Capital Advisors, LLC, as applicable. |
(2) | Interest rate includes the effect of in-place hedges. |
(3) | Increase does not take into account lease escalations that commence in future years or adjustments based on the Consumer Price Index. |
(4) | As of December 31, 2009 Primary lease term only (excluding renewal option periods). |
(5) | Company entered into a one-year bridge equity facility for approximately $15.9 million which was repaid with proceeds from a mortgage note secured in January 2010. |
(6) | Weighted average rate as of December 31, 2009 interest rate on fee simple properties is 6.50%; interest rate on leasehold properties is 6.65%. |
(7 ) | The loan has a four-year term, with the first three years considered the initial term at an interest rate of 6.25%, and a one year extension at an interest rate of 6.50%. |
10
The following is a summary of lease expirations for the next ten years as of March 31, 2010 (dollars in thousands):
Year | Expiring Revenues |
Expiring Leases(1) |
Square Feet |
% of Gross Rev |
||||||||||||||||
2009 |
$ | | | | | |||||||||||||||
2010 |
| | | | ||||||||||||||||
2011 |
| | | | ||||||||||||||||
2012 |
| | | | ||||||||||||||||
2013 |
| | | | ||||||||||||||||
2014 |
| | | | ||||||||||||||||
2015 |
| | | | ||||||||||||||||
2016 |
242 | 2 | 21,476 | 0.8 | % | |||||||||||||||
2017 |
179 | 1 | 12,613 | 0.5 | % | |||||||||||||||
2018 |
4,896 | 59 | 384,201 | 15.0 | % | |||||||||||||||
2019 |
| | | | ||||||||||||||||
$ | 5,317 | 62 | 418,290 | 16.4 | % |
(1) | The 62 leases listed above are with the following tenants: FedEx, Rockland Trust Company, PNC Bank and Rite Aid. |
The following disclosure is to be added to supplement the section of our Prospectus captioned Real Property Investments on pages 87 104 of the Prospectus.
On November 3, 2009, the REITs Board of Directors approved the acquisition of the CVS Properties II. On November 19, 2009, the Company acquired a portfolio of fifteen newly-constructed retail stores (the CVS Properties II) directly from CVS Pharmacy, Inc. The CVS Properties II contain an aggregate of approximately 199,000 square feet, located in 11 states Alabama, Arizona, California, Florida, Georgia, Indiana, Maine, Minnesota, Missouri, North Carolina and Nevada. The aggregate purchase price is approximately $60.0 million, inclusive of all closing costs and fees.
The purchase price is comprised of a combination of proceeds from the sale of the Companys common shares and proceeds received from a five-year non-recourse, fixed-rate first mortgage loan totaling approximately $33.1 million. The fixed interest rate is 6.55% for the term of the loan.
Address | City | State | Total Purchase Price |
Compensation to Advisor and Affiliate(1) |
||||||||||||
5211 Neal Trail Dr. | Walkertown | NC | $ | 3,705,204 | ||||||||||||
612 N. Main St. | Creedmoor | NC | 3,380,699 | |||||||||||||
1888 Ogletree Rd. | Auburn | AL | 4,224,431 | |||||||||||||
4145 NW 53rd Ave. | Gainesville | FL | 5,968,893 | |||||||||||||
50 Duval Station Rd. | Jacksonville | FL | 4,429,342 | |||||||||||||
505 County Road 1100 N | Chesterton | IN | 5,925,600 | |||||||||||||
601 Howard Simmons Rd. | East Ellijay | GA | 3,825,510 | |||||||||||||
300 S. Commercial | Harrisonville | MO | 3,757,909 | |||||||||||||
151 Village Walk Dr. | Holly Springs | NC | 3,806,651 | |||||||||||||
384 Elm St. | Biddeford | ME | 3,615,565 | |||||||||||||
7996 Brooklyn Blvd. | Brooklyn Park | MN | 2,706,251 | |||||||||||||
1905 Marth Berry Blvd. | Rome | GA | 3,033,849 | |||||||||||||
1081 Steamboat Pkwy. | Reno | NV | 3,036,074 | |||||||||||||
180 N Dobson Rd. | Chandler | AZ | 3,883,302 | |||||||||||||
9256 E. Slauson Ave. | Pico Rivera | CA | 4,488,682 | |||||||||||||
Total | $ | 59,787,962 | $ | 910,823 |
(1) | Compensation to advisor and affiliate includes acquisition fees and financing coordination fees. |
11
The CVS Properties II are net leased to CVS Pharmacy, Inc., pursuant to which CVS Pharmacy, Inc. will be required to pay all operating expenses and capital expenditures in addition to base rent, simultaneously with the acquisition of the properties. The weighted average primary lease term under this net lease arrangement is approximately 24.7 years, having commenced simultaneous with closing, and provides for two fixed-rent options of five years each, plus eight fair market value options of five years each. The average annual base rent on a straight-line basis over the initial lease term is approximately $5.4 million. Annual rent is approximately $5.0 million for the first year of the initial lease term, and annual rent will increase by 5% every five years.
Address | City | State | Total Square Feet Leased |
Rent Per Square Foot |
Year 1 Rent |
Initial Lease Term (Years) |
||||||||||||||||||
5211 Neal Trail Dr. | Walkertown | NC | 12,900 | $ | 37.72 | $ | 486,621 | 25 | ||||||||||||||||
612 N. Main St. | Creedmoor | NC | 12,900 | 27.91 | 360,000 | 25 | ||||||||||||||||||
1888 Ogletree Rd. | Auburn | AL | 11,945 | 23.10 | 275,894 | 25 | ||||||||||||||||||
4145 NW 53rd Ave. | Gainesville | FL | 13,225 | 36.78 | 486,371 | 25 | ||||||||||||||||||
50 Duval Station Rd. | Jacksonville | FL | 13,225 | 23.19 | 306,725 | 25 | ||||||||||||||||||
505 County Road 1100 N | Chesterton | IN | 13,225 | 23.53 | 311,160 | 25 | ||||||||||||||||||
601 Howard Simmons Rd. | East Ellijay | GA | 13,225 | 22.89 | 302,760 | 25 | ||||||||||||||||||
300 S. Commercial | Harrisonville | MO | 13,225 | 23.60 | 312,086 | 25 | ||||||||||||||||||
151 Village Walk Dr. | Holly Springs | NC | 12,900 | 26.70 | 344,457 | 25 | ||||||||||||||||||
384 Elm St. | Biddeford | ME | 13,013 | 17.93 | 233,306 | 25 | ||||||||||||||||||
7996 Brooklyn Blvd. | Brooklyn Park | MN | 13,625 | 19.25 | 262,300 | 25 | ||||||||||||||||||
1905 Marth Berry Blvd. | Rome | GA | 13,225 | 23.70 | 313,494 | 20 | ||||||||||||||||||
1081 Steamboat Pkwy. | Reno | NV | 15,887 | 24.55 | 389,979 | 24 | ||||||||||||||||||
180 N Dobson Rd. | Chandler | AZ | 13,013 | 25.87 | 336,617 | 24 | ||||||||||||||||||
9256 E. Slauson Ave. | Pico Rivera | CA | 13,013 | 20.13 | 261,900 | 25 | ||||||||||||||||||
Total | 198,546 | $ | 25.10 | $ | 4,983,670 | 24.7 |
The Company has secured first mortgage indebtedness from Ladder Capital Finance, LLC. The following table outlines the terms of the debt financing incurred in connection with acquisitions of the CVS Properties II. The non-recourse loan will be secured by a mortgage on all of the CVS Properties II.
Mortgage Debt Amount | Rate | Term | ||||||||||
$33,068,100 | 6.55%(1) | five years |
(1) | Weighted average rate interest rate on fee simple properties is 6.50%; interest rate on leasehold properties is 6.65%. |
The net leases are guaranteed by CVS Caremark Corporation (CVS), a pharmacy services company, which provides prescriptions and related healthcare services in the United States. CVS operates through two segments, Pharmacy Services and Retail Pharmacy. The Pharmacy Service segment provides a range of prescription benefit management services, including mail order pharmacy services, specialty pharmacy services, plan design and administration, formulary management, and claims processing. This segment serves primarily employers, insurance companies, unions, government employee groups, managed care organizations and other sponsors of health benefit plans, and individuals. As of December 31, 2008, the Pharmacy Services segment operated 58 retail specialty pharmacy stores, 19 specialty mail order pharmacies, and 7 mail service pharmacies located in 26 states of the United States, Puerto Rico, and the District of Columbia. The Retail Pharmacy Segment sells prescription drugs, over-the-counter drugs, beauty products and cosmetics, photo finishing, seasonal merchandise, greeting cards, and convenience foods through its pharmacy retail stores, and online. This segment also provides health care services. As of December 31, 2008, this segment operated 6,923 retail drugstores located in 41 states and the District of Columbia; and 560 retail health care clinics in 27 states.
12
CVS was founded in 1892 and is headquartered in Woonsocket, Rhode Island. CVS stock is listed on the New York Stock Exchange (NYSE: CVS), and has a credit rating of BBB+ by Standard & Poors.
CVS currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding CVS are taken from such filings:
(Amounts in millions) | For the Fiscal Year Ended | |||||||||||
Dec. 31, 2009 |
Dec. 31, 2008 |
Dec. 29, 2007 |
||||||||||
Consolidated Statements of Operations |
||||||||||||
Net revenues | $ | 98,729.0 | $ | 87,471.9 | $ | 76,329.5 | ||||||
Gross profit | 20,380.0 | 18,290.4 | 16,107.7 | |||||||||
Net earnings | 3,696.0 | 3,212.1 | 2,637.0 |
As of the Fiscal Year Ended | ||||||||||||
Dec. 31, 2009 |
Dec. 31, 2008 |
Dec. 29, 2007 |
||||||||||
Consolidated Balance Sheets |
||||||||||||
Total assets | $ | 61,641.0 | $ | 60,959.9 | $ | 54,721.9 | ||||||
Long-term debt | 8,756.0 | 8,057.2 | 8,349.7 | |||||||||
Shareholders equity | 35,768.0 | 34,574.4 | 31,321.9 |
On August 25, 2009, the REITs Board of Directors approved the acquisition of the Home Depot Facility. On December 11, 2009, the Company acquired a leasehold interest in a build-to-suit Home Depot Distribution Facility that will service Home Depot stores in the Kansas City region (the Home Depot Facility). The Home Depot Facility is a Rapid Deployment Center of approximately 465,600 square feet located in Topeka, KS. The aggregate purchase price is approximately $23.5 million, inclusive of all closing costs and fees. The primary lease term under this net lease arrangement is twenty years, having commenced simultaneous with closing, and provides for two extensions of successive five-year terms. The average annual base rent over the initial lease term is approximately $2.2 million.
The purchase price is comprised of a combination of proceeds from the sale of common shares and proceeds received from a four-year non-recourse, fixed-rate first mortgage loan totaling approximately $13.7 million. The first three years of the loan are considered the initial term with a fixed interest rate of 6.25%, and the loan includes a one-year extension option at an interest rate of 6.50%.
Address | City | State | Total Purchase Price |
Compensation to Advisor and Affiliate(1) |
||||||||||||
5200 SW Wenger Street | Topeka | KS | $ | 23,531,680 | $ | 365,763 |
(1) | Compensation to advisor and affiliate includes acquisition fees and financing arrangement fees. |
The Home Depot Facility is net leased to Home Depot U.S.A., Inc. (Home Depot) pursuant to which Home Depot will be required to pay all operating expenses and capital expenditures in addition to base rent, simultaneously with the acquisition of the properties, and have a primary lease term of 20 years. Annual rent is approximately $1.8 million for the first year of the initial lease term, which increases 2% annually.
Address | City | State | Total Square Feet Leased |
Rent Per Square Foot |
Year 1 Rent |
Initial Lease Term (Years) |
||||||||||||||||||
5200 SW Wenger Street | Topeka | KS | 465,600 | $ | 3.88 | $ | 1,805,961 | 20 |
13
The Company has secured first mortgage indebtedness from the seller of the Home Depot Facility, HD Topeka, LLC. The following table outlines the terms of the debt financing incurred in connection with acquisition of the Home Depot Facility. The loan will be secured by a mortgage on the Home Depot Facility.
Mortgage Debt Amount | Rate | Maturity Date | ||||||||||
$13,716,160 | 6.25%(1) | January 2013(1) |
(1) | The loan has a four-year term, with the first three years considered the initial term, and a one year extension |
Home Depot (NYSE: HD), together with its subsidiaries, operates as a home improvement retail company. As of the fiscal year ended February 1, 2009, Home Depot had $41.2 billion in assets, $71.3 billion in annual revenue with $2.3 billion in annual net income. Home Depot operates 2,233 retail stores worldwide. Home Depot was founded in 1978 and is based in Atlanta, Georgia. The companys Home Depot stores sell building materials, home improvement supplies, and lawn and garden products to do-it-yourself customers, do-it-for-me (D-I-F-M) customers, home improvement contractors, trades people, and building maintenance professionals. Its stores also offer various installation services for D-I-F-M customers. These installation programs include products such as carpeting, flooring, cabinets, countertops and water heaters. In addition, the company provides professional installation of various products that are sold through its in-home sales programs, such as generators and heating and central air systems. Home Depot is rated BBB+ by S&P.
Home Depot files its financial statements with the Securities and Exchange Commission. The following financial information is taken from such filings.
(Amounts in millions) | For the Fiscal Year Ended | |||||||||||
Jan. 31, 2010 |
Feb. 1, 2009 |
Feb. 3, 2008 |
||||||||||
Consolidated Statements of Operations |
||||||||||||
Net sales | $ | 66,176 | $ | 71,288 | $ | 77,349 | ||||||
Gross profit | 22,412 | 23,990 | 25,997 | |||||||||
Net earnings | 2,661 | 2,260 | 4,395 |
As of the Fiscal Year Ended | ||||||||||||
Jan. 31, 2010 |
Feb. 1, 2009 |
Feb. 3, 2008 |
||||||||||
Consolidated Balance Sheets |
||||||||||||
Total assets | $ | 40,877 | $ | 41,164 | $ | 44,324 | ||||||
Long-term debt | 8,662 | 9,667 | 11,383 | |||||||||
Shareholders equity | 19,393 | 17,777 | 17,714 |
On November 3, 2009, the REITs Board of Directors approved the acquisition of the Bridgestone properties. The REIT acquired a portfolio of six recently-constructed Morgan Tire and Auto (MTA) stores in December 2009 and January 2010 (the Bridgestone Properties). MTA is a wholly owned subsidiary of the Bridgestone Corporation. MTA operates the stores as Hibdon Tires Plus. Bridgestone Retail Operations, LLC, as further described below, guarantees the leases. The portfolio consists of six build-to-suit, freestanding, fee-simple properties. The purchase price for the Bridgestone Properties is approximately $15.0 million including closing costs and fees paid to the advisor. The purchase price was paid with proceeds from the sale of common shares. The Bridgestone Properties are located in Oklahoma and Florida, with an aggregate of 57,236 of square feet. The current sole tenant of the properties is MTA and will remain the sole tenant on a double-net lease basis. Bridgestone Retail Operations, LLC, which is a wholly owned subsidiary of Bridgestone Americas, Inc., will guarantee the property leases.
14
Address | City | State | Purchase Price |
Approximate Compensation to Advisor and Affiliates |
||||||||||||
560 Shedeck Parkway | Yukon | OK | $ | 2,517,019 | ||||||||||||
1032 W. Danforth Road | Edmond | OK | 2,533,728 | |||||||||||||
7816 South Olympia Avenue | Tulsa | OK | 2,628,549 | |||||||||||||
Highway I-69 & 96th Street | Owasso | OK | 2,432,567 | |||||||||||||
13405 N. Pennsylvania Ave | Oklahoma City | OK | 2,355,038 | |||||||||||||
1781 Blanding Blvd. | Middleburg | FL | 2,576,421 | |||||||||||||
Total | $ | 15,043,322 | $ | 147,625 |
The Bridgestone Properties are double-net leased to MTA, pursuant to which the landlord is responsible for maintaining the propertys roof and structure, and the tenant is required to pay all other expenses associated with the property in addition to base rent, simultaneously with the acquisition of the properties. The Bridgestone Properties original lease at commencement was 15 years with an average of 13.4 years currently remaining. The double-net leases contain contractual rental escalations of 6.25% every five years, with the landlord responsible for roof and structure. Annual rent is approximately $1.3 million for the first year of the initial lease term, and annual rent will increase by 6.25% every five years. The lease provides for four renewal options at five years each.
Address | City | State | Total Square Feet Leased |
Rent Per Square Foot |
Year 1 Rent |
Lease Term Remaining (Years) |
||||||||||||||||||
560 Shedeck Parkway | Yukon | OK | 10,118 | $ | 21.00 | $ | 212,460 | 12.8 | ||||||||||||||||
1032 W. Danforth Road | Edmond | OK | 10,118 | 21.14 | 213,882 | 13.6 | ||||||||||||||||||
7816 South Olympia Avenue | Tulsa | OK | 10,118 | 21.92 | 221,736 | 13.4 | ||||||||||||||||||
Highway I-69 & 96th Street | Owasso | OK | 9,723 | 21.12 | 205,311 | 13.1 | ||||||||||||||||||
13405 N. Pennsylvania Ave | Oklahoma City | OK | 9,116 | 21.80 | 198,743 | 13.9 | ||||||||||||||||||
1781 Blanding Blvd. | Middleburg | FL | 8,143 | 26.71 | 217,459 | 13.6 | ||||||||||||||||||
Total/ Lease Term Remaining Average |
57,336 | $ | 21.99 | $ | 1,269,591 | 13.4 |
Bridgestone Retail Operations, LLC, the lease guarantor, is a wholly owned subsidiary of Bridgestone Americas, Inc. It consists of more than 2,200 company-owned vehicle service and tire locations across the United States, including Firestone Complete Auto Care, Tires Plus, ExpertTire and Wheel Works store locations. Bridgestone Corp. reports earnings on a consolidated basis and does not provide stand-alone financials on its subsidiaries. For the fiscal year ended December 31, 2008, Bridgestone Corp. posted net sales of $35.5 billion. Bridgestone Corporation is rated BBB+ by S&P and A3 by Moodys.
The REIT acquired an Advance Auto store in December 2009. The 7,000 square foot facility in Plainfield, MI. was purchased for approximately $1.7 million and was paid for from the proceeds from the sale of common shares. The remaining lease term on the facility is 11.9 years, with an annual rent of approximately $160,000.
We acquired two build-to-suit distribution facilities from Fresenius Medical Care North America, a wholly owned subsidiary of Fresenius Medical Care AG & Co. KgaA on January 29, 2010, to be leased by their wholly owned subsidiary Fresenius USA Manufacturing, Inc. (the Fresenius Properties). The distribution facilities are each approximately 70,000 square feet, and are located in Apple Valley, CA and Shasta Lake, CA. The aggregate purchase price was approximately $12.5 million, inclusive of all closing costs and fees.
15
Address | City | State | Purchase Price |
Approximate Compensation to Advisor and Affiliates(1) |
||||||||||||
Navajo Rd and Lafayette Street | Apple Valley | CA | $ | 6,107,965 | ||||||||||||
3415 Bronze Court | Shasta lake | CA | 6,374,759 | |||||||||||||
Total | $ | 12,482,724 | $ | 182,733 |
(1) | Compensation to Advisor and affiliate includes acquisition fees and financing arrangement fees. |
The Fresenius Properties are double net leased whereby the landlord is responsible for roof and structure and the tenant is required to pay all other expenses. The primary lease term is 15 years, with a remaining lease term of approximately 12.5 years, and provides for contractual rent escalations of 10% every 5 years. The lease will also provide for two 5 year renewal options. The average annual base rent on a straight-line basis over the initial lease term is approximately $1.2 million. The leases will be guaranteed by Fresenius National Medical Care Holdings, Inc. (a wholly owned subsidiary of Fresenius Medical Care AG & Co. KgaA (Fresenius Medical Care)) which has a senior unsubordinated rating of BB+ by Standard & Poors.
Address | City | State | Total Square Feet Leased |
Rent Per Square Foot |
Year 1 Rent |
Lease Term Remaining (Years) |
||||||||||||||||||
Navajo Rd and Lafayette Street | Apple Valley | CA | 70,000 | $ | 7.15 | $ | 500,500 | 12.4 | ||||||||||||||||
3415 Bronze Court | Shasta lake | CA | 70,000 | 7.47 | 522,900 | 12.6 | ||||||||||||||||||
Total/ Lease Term Remaining Average |
140,000 | $ | 7.31 | $ | 1,023,400 | 12.5 |
The purchase price is comprised of a combination of approximately $6.1 million of proceeds received from a first mortgage loan and proceeds from the sale of common shares.
Mortgage Debt Amount | Rate | Maturity Date | ||||||||||
$6,090,000 | 6.25% | January 31, 2015 |
Fresenius Medical Services is a kidney dialysis company, operating in both the field of dialysis products and the field of dialysis services operating more than 1,700 outpatient dialysis clinics in the United States. The Renal Therapies Group, which was acquired by Fresenius Medical Services, is responsible for the manufacture and distribution of a variety of dialysis products and equipment, including dialysis machines, dialyzers and other dialysis related supplies.
Fresenius Medical Care AG & Co. KGaA (NYSE: FMS) is the world's largest integrated provider of products and services for individuals with chronic kidney failure, a condition that affects more than 1.77 million individuals worldwide. Through its network of 2,509 dialysis clinics in North America, Europe, Latin America and Asia/Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 193,000 patients around the globe. Fresenius Medical Care is also the world's largest provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products. In the United States, it also performs clinical laboratory testing and provides inpatient dialysis services and other services under contract to hospitals. During the year ended December 31, 2008, it provided 27.9 million dialysis treatments. Fresenius Medical Care is listed on the Frankfurt Stock Exchange (FME, FME3) and the New York Stock Exchange (FMS, FMS/P).
16
(Amounts in millions) | Year Ended | |||||||||||||||
Dec. 31, 2009 |
Dec. 31, 2008 |
Dec. 31, 2007 |
||||||||||||||
Statement of Operations |
||||||||||||||||
Net revenue | $ | 11,247 | $ | 10,612 | $ | 9,720 | ||||||||||
Net income | 891 | 818 | 717 |
As of | ||||||||||||||||
Dec. 31, 2009 |
Dec. 31, 2008 |
Dec. 31, 2007 |
||||||||||||||
Balance Sheets |
||||||||||||||||
Total assets | $ | 15,821 | $ | 14,920 | $ | 14,170 | ||||||||||
Shareholders equity | 6,821 | 5,962 | 5,575 |
On February 16, 2010, American Realty Capital Trust, Inc. (the Company) acquired a build-to-suit warehouse facility for Reckitt Benckiser. The warehouse facility is approximately 574,000 square feet, located in Tooele, Utah, near Salt Lake City. The aggregate purchase price was approximately $32.0 million, inclusive of all closing costs and fees. The primary lease term under this net lease arrangement, pursuant to which Reckitt Benckiser will be required to pay all operating expenses and capital expenditures in addition to base rent, is 12.3 years, with a remaining lease term of approximately 12 years, and provides for annual rent escalations of 2% each year. The lease also provides for three 5 year renewal options. The average annual base rent on a straight-line basis over the initial lease term is approximately $2.6 million.
The purchase price is 50% comprised of proceeds from the sale of common shares and 50% from proceeds received from a first mortgage loan totaling approximately $15.0 million.
Address | City | State | Purchase Price |
Compensation to Advisor and Affiliates(1) |
||||||||||||
3226 Sheep Lane North | Tooele | UT | $ | 31,748,538 | $ | 461,000 |
Compensation to advisor and affiliate includes acquisition fees and financing arrangement fees.
Address | City | State | Total Square Feet Leased |
Rent Per Square Foot |
Year 1 Rent |
Initial Lease Term (Years) |
||||||||||||||||||
3226 Sheep Lane North | Tooele | UT | 574,106 | $ | 4.16 | $ | 2,385,866 | 12.3 |
The Company has secured a seven-year non-recourse first mortgage loan from Bank of Texas. The following table outlines the terms of the debt financing incurred in connection with acquisition of the warehouse facility. The loan will be secured by a mortgage on the warehouse facility.
Mortgage Debt Amount | Rate | Maturity Date | ||||||||||
$15,000,000 | 6.145%(1) | February 2017 |
(1) | The mortgage loan is a floating rate loan that bears an interest rate based on LIBOR plus 2.85%. Simultaneously with the closing of the mortgage loan the Company entered into a swap agreement which converts the rate we will pay on the mortgage loan to a fixed rate of 6.145% for the term of the loan. |
Reckitt Benckiser is a world leader in manufacturing and marketing household, health and personal care products. Reckitt Benckiser is a multinational corporation with operations in over 60 countries, manufacturing facilities in over 40 countries and sales of its products in over 180 countries.
Reckitt Benckiser has a strong portfolio led by 17 global Powerbrands which are: Finish, Lysol, Dettol, Vanish, Woolite, Calgon, Airwick, Harpic, Bang, Mortein, Veet, Nurofen, Clearasil, Strepsils Gaviscon, Mucinex and Frenchs. The 17 Powerbrands account for over two-thirds of Reckitt Benckisers net revenue. Reckitt Benckiser has an investment grade rating of A+ by Standard and Poors.
17
Reckitt Benckiser is a U.K. listed company and is part of the top 25 of the FTSE 100, with a market cap exceeding £20bn. The following financial information comes from information published by Reckitt Benckiser.
(Amounts in millions)(1) | Year Ended | |||||||||||
Dec. 31, 2009 |
Dec. 31, 2008 |
Dec. 31, 2007 |
||||||||||
Profit and Loss Account |
||||||||||||
Total operating income | $ | 12,141 | $ | 12,214 | $ | 10,580 | ||||||
Operating profit | 2,961 | 2,791 | 2,468 | |||||||||
Retained profit | 2,220 | 1,259 | 1,161 |
As of | ||||||||||||
Dec. 31, 2009 |
Dec. 31, 2008 |
Dec. 31, 2007 |
||||||||||
Balance Sheets |
||||||||||||
Total assets | $ | 13,795 | $ | 13,423 | $ | 11,644 | ||||||
Long-term debt | 6 | 6 | 10 | |||||||||
Shareholders equity | 6,393 | 4,815 | 4,733 |
(1) | Amounts reflect a conversion from British pounds to U.S. Dollars at a conversion rate specific to each period presented. |
We acquired the Jack in the Box 4 Property Portfolio (the Jack in the Box Portfolio) on February 24, 2010 for $8.3 million, inclusive of all closing costs and fees. The Jack in the Box Portfolio consists of 4 recently-constructed restaurants (the Jack Properties). The Jack Properties contain an aggregate 9,892 square feet of gross leasable area. The Jack Properties are located in Desloge, Missouri, The Dalles, Oregon, Vancouver, Washington and Corpus Christi, Texas.
The primary lease term is 20 years, having commenced simultaneous with closing. The leases contain contractual rental escalations every 5 years at the lesser of accumulated Consumer Price Index over the prior 5 year period or 10%. The leases provide for 4 renewal options of 5 years each and are triple-net, whereby Jack is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, including the cost of all capital expenditures in addition to base rent. The average annual base rent for the initial term is approximately $600,000.
Jack in the Box, Inc. (Jack) (NASDAQ: JACK) is an American fast-food restaurant founded in 1951 in San Diego, California. Jack (S&P: BB-) operates and franchises Jack in the Box restaurants, one of the nations largest fast food hamburger chains. The Jack In the Box restaurants are primarily located on the West Coast of the United States. During the fiscal year ended September 27, 2009, Jack in the Box had 2,212 restaurants in 18 states, of which 1,190 were company-operated and the remaining 1,022 were franchise-operated. Jack has approximately 43,000 employees. The company reported revenue of $2.47 billion, net income of $118 million, had assets of $1.45 billion and a net worth of more than $524 million for the fiscal year ended September 27, 2009.
The purchase price was comprised of a combination of the proceeds from the sale of the Companys common stock and proceeds from a first mortgage loan. The Company has secured a 5 year mortgage from Wells Fargo Bank, N.A. The following table outlines the terms of the debt financing incurred in connection with the acquisition of the Jack in the Box Portfolio. The loan will be secured by a mortgage on the Jack Properties.
Mortgage Debt Amount | Rate | Term | ||||||||||
$4,394,500 | 6.36% (fixed for term) | 5 Years (matures February 2015) |
18
We acquired 12 Bridgestone Firestone properties in three separate transactions, on February 26, 2010 (2 locations), March 15, 2010 (4 locations) and March 31, 2010 (6 locations) for $16.9 million, inclusive of all closing costs and fees (the BSFS II Portfolio). The BSFS II Portfolio consists of 12 recently constructed Bridgestone Firestone retail facilities. The properties contain an aggregate of 93,581 square feet and are located in Alburqueque, NM, Rockwell, TX Weatherford, TX, League City, TX, Crowley, TX, Allen, TX Pearland, TX, Austin, TX, Grand Junction, CO, Benton, AR, Wichita, KS and Baton Rouch, LA. The BSFS II Portfolio properties are 100% double net leased to Bridgestone Retail Operations, LLC, a wholly owned subsidiary of the Bridgestone Corporation (S&P: BBB+). The stores operate as Firestone Complete Auto Care. The primary lease term under this net lease arrangement, pursuant to which BSFS will be required to pay all operating expenses and capital expenditures in addition to base rent, is 15 years, with a remaining lease term of approximately 13.7 years. The leases contain contractual rental escalations of 6.25% every five years, and provide for 5 renewal options of 5 years each. The leases are double net whereby Bridgestone Operations, LLC is required to pay substantially all operating expenses, with the exception of costs to maintain and repair the roof and structure of the building. The average annual base rent on a straight-line basis over the initial lease term is approximately $2.3 million.
The acquisition of the BSFS II Properties was financed with the proceeds from the sale of common stock.
Bridgestone Retail Operations, LLC is a wholly owned subsidiary of Bridgestone Americas, Inc. It consists of more than 2,200 company-owned vehicle service and tire locations across the United States, including Firestone Complete Auto Care, Tires Plus, Expert Tire and Wheel Works store locations. Bridgestone Americas, Inc. is the U.S. subsidiary of Bridgestone Corporation, which is headquartered in Tokyo, Japan and the largest tire producer in the world. Bridgestone Corporation had assets of $30.2 billion and posted net sales of $27.9 billion for the fiscal year ended December 31, 2009.
Bridgestone Corporation is a multinational corporation with 179 production facilities in 25 countries and has one of the largest sales networks in the world, selling its products in over 150 countries. In addition to being the largest tire producer in the world, Bridgestone Corporation has diversified business segments offering various services and products including chemical and industrial products, sporting goods and bicycles.
The following disclosure supersedes and replaces the section of our Prospectus captioned Potential Property Investments on pages 104 106 of the Prospectus.
The acquisition of each property is subject to a number of conditions. A significant condition to acquiring any one of these potential acquisitions is our ability to raise sufficient proceeds in this offering to pay a portion of the purchase price. An additional condition to acquiring these properties will be our securing debt financing to pay the balance of the purchase price. Such financing may not be available on acceptable terms or at all.
Our evaluation of a property as a potential acquisition, including the appropriate purchase price, will include our consideration of a property condition report; unit-level store performance; property location, visibility and access; age of the property, physical condition and curb appeal; neighboring property uses; local market conditions, including vacancy rates; area demographics, including trade area population and average household income; neighborhood growth patterns and economic conditions; and the presence of demand generators.
We will decide whether to acquire properties generally based upon:
| satisfaction of the conditions to the acquisitions contained in the respective contracts; |
| no material adverse change occurring relating to the properties, the tenants or in the local economic conditions; |
| our receipt of sufficient net proceeds from the offering of our common stock to the public and financing proceeds to make these acquisitions; and |
19
| our receipt of satisfactory due diligence information including appraisals, environmental reports and tenant and lease information. |
Our advisor has identified the properties described below as potential suitable investments for us. The acquisition of the properties is subject to a number of conditions. A significant condition to acquiring the potential acquisition is our ability to raise sufficient proceeds in this offering to pay all or a portion of the purchase price.
This section supersedes and replaces the discussion contained in the Prospectus under the section of our Prospectus captioned Prior Performance Summary on pages 117 through 123.
The information presented in this section represents the historical experience of the real estate programs managed over the last ten years by Messrs. Schorsch and Kahane. Investors should not assume that they will experience returns, if any, comparable to those experienced by investors in such prior real estate programs.
We intend to conduct this offering in conjunction with future offerings by one or more public and private real estate entities sponsored by American Realty Capital and their affiliates. American Realty Capital New York Recovery REIT, Inc. (NY Recovery REIT) and Phillips Edison ARC Shopping Center REIT, Inc. (Phillips Edison ARC Shopping Center REIT) are two American Realty Capital sponsored programs currently in registration with the U.S. Securities and Exchange Commission (the SEC). All of our executive officers and directors are also executive officers and directors of New York Recovery REIT. Mr. Kahane is also a director of Phillips Edison ARC Shopping Center REIT. To the extent that these entities or others have the same or similar objectives as ours or involve similar or nearby properties, they may be in competition with the properties acquired by us. See the section entitled Conflicts of Interest in this prospectus for additional information.
ARC Income Properties, LLC implemented a note program that raised aggregate gross proceeds of $19.5 million. The net proceeds were used to acquire, and pay related expenses in connection with, a portfolio of 65 bank branch properties triple-net leased to RBS Citizens, N.A. and Citizens Bank of Pennsylvania. The purchase price for those bank branch properties also was funded with proceeds received from mortgage loans, as well as equity capital invested by American Realty Capital II, LLC. Such properties contain approximately 323,000 square feet with a purchase price of approximately $98.8 million. The properties are triple-net leased for a primary term of five years and include extension provisions. The notes issued under this note program by ARC Income Properties, LLC were sold by Realty Capital Securities through participating broker-dealers.
ARC Income Properties II, LLC implemented a note program that raised aggregate gross proceeds of $13.0 million. The net proceeds were used to acquire, and pay related expenses in connection with, a portfolio of 50 bank branch properties triple-net leased to PNC Bank. The purchase price for those bank branch properties also was funded with proceeds received from a mortgage loan, as well as equity capital raised by American Realty Capital Trust, Inc. in connection with its public offering of equity securities. The properties are triple-net leased with primary term of ten years with a 10% rent increase after 5 years. The notes issued under this note program by ARC Income Properties II, LLC were sold by Realty Capital Securities through participating broker-dealers. Please see the Prior Performance Tables set forth on Appendix C-3.
ARC Income Properties III, LLC implemented a note program that raised aggregate gross proceeds of $11.2 million. The net proceeds were used to acquire, and pay related expenses in connection with the acquisition of a distribution facility triple-net leased to Home Depot. The purchase price for the property was also funded with proceeds received from a mortgage loan. The property has a primary lease term of twenty years which commenced on January 30, 2010 with a 2% escalation each year. The notes issued under this note program by ARC Income Properties III, LLC were sold by Realty Capital Securities through participating broker-dealers. Please see the Prior Performance Tables set forth on Appendix C-3.
20
ARC Growth Partnership, LP is a non-public real estate program formed to acquire vacant bank branch properties and opportunistically sell such properties, either vacant or subsequent to leasing the bank branch to a financial institution or other third-party tenant. Total gross proceeds of approximately $7.9 million were used to acquire, and pay related expenses in connection with, a portfolio of vacant bank branches. The purchase price of the properties also was funded with proceeds received from a one-year revolving warehouse facility. The purchase price for each bank branch is derived from a formulated price contract entered into with a financial institution. During the period from July 2008 to January 2009, ARC Growth Partnership acquired 54 vacant bank branches from Wachovia Bank, N.A., under nine separate transactions. Such properties contain approximately 230,000 square feet with a gross purchase price of approximately $63.6 million. As of September 30, 2009, 52 properties were sold, 28 of which were acquired and simultaneously sold, resulting in an aggregate gain of approximately $5.6 million. ARC Growth Partnership, LP mutually terminated the contractual agreement with Wachovia Bank, N.A. in March 2009, and has not acquired any vacant bank branches following this termination. ARC Growth Partnership, LP is currently in the process of selling its remaining assets. Please see the Prior Performance Tables set forth on Appendix C-3.
American Realty Capital, LLC began acquiring properties in December 2006. During the period of December 1, 2006 to December 31, 2007 American Realty Capital, LLC acquired 73 properties, totaling just over 1,767,000 square feet for an aggregate purchase price of approximately $407.5 Million. These properties included five Hy Vee supermarkets, one CVS distribution center, three CVS drug stores, ten Rite Aids, sixteen Walgreens drug stores, 15 Harleysville bank branches, a portfolio of fifteen Logans Roadhouse Restaurants, six Tractor Supply Company stores, one Shop N Save supermarket, and one Fed Ex cross dock facility. The underlying leases within these acquisitions ranged from 10 to 25 years before any tenant termination rights, with a dollar weighted average lease term of approximately 21 years based on rental revenue. American Realty Capital, LLC acquired no properties after December 31, 2007.
American Realty Capital, LLC has operated in three (3) capacities; joint-venture partner, or JV, sole investor and advisor.
(1) | JV partner: As indicated in the chart below, most of American Realty Capital, LLCs properties have been acquired in joint venture with other investors, where American Realty Capital, LLC acts as advisor and American Realty Capital, LLC or its principals also act as an equity investor, |
(2) | Sole Investor: American Realty Capital, LLC has also purchased properties for its own account where it is the sole investor, and |
(3) | Advisor: American Realty Capital, LLC has acted as an advisor and not invested any of its or its principals equity in the property. |
No money was raised from investors in connection with the properties acquired by American Realty Capital, LLC. All American Realty Capital, LLC transactions were done with the equity of the principals or joint-venture partners of American Realty Capital, LLC.
In instances where American Realty Capital, LLC was not an investor in the transaction, but rather an advisor, American Realty Capital, LLC typically performed the following advisory services:
| Identified potential properties for acquisition |
| Negotiated Letters of Intent and Purchase and Sale Contracts |
| Obtained financing |
| Performed due diligence |
| Closed properties |
| Managed properties |
| Sold properties |
21
Information on properties and leasehold interests acquired by American Realty Capital, LLC
during the twelve months ended December 31, 2007 (dollar amounts in thousands):
Tenant-Location | Investment Structure |
Date | Number of Buildings |
Gross Leasable Space |
Mortgage Financing |
Purchase Price(1) | ||||||||||||||||||
Hy Vee Cedar Rapids, IA | ARC-JV | December-06 | 1 | 86,240 | $ | 11,622 | $ | 13,167 | ||||||||||||||||
Hy Vee W. Des Moines, IA | ARC-JV | December-06 | 1 | 79,634 | 10,375 | 11,777 | ||||||||||||||||||
Hy Vee W. Des Moines, IA | ARC-JV | December-06 | 1 | 80,194 | 12,085 | 13,669 | ||||||||||||||||||
Hy Vee Columbus, NE | ARC-JV | December-06 | 1 | 77,667 | 9,243 | 10,506 | ||||||||||||||||||
Hy Vee Olathe, KS | ARC-JV | December-06 | 1 | 71,312 | 11,203 | 12,698 | ||||||||||||||||||
Walgreens Natchez, MS | ARC-JV | December-06 | 1 | 14,820 | 3,910 | 4,568 | ||||||||||||||||||
CVS Vero Beach, FL | ARC-JV | December-06 | 1 | 413,747 | 29,750 | 33,891 | ||||||||||||||||||
Walgreens Loganville, GA | ARC-JV | December-06 | 1 | 14,490 | 5,610 | 6,563 | ||||||||||||||||||
CVS Chester, NY | ARC-JV | December-06 | 1 | 15,521 | 6,029 | 7,015 | ||||||||||||||||||
Rite Aid Shelby Township, MI | ARC-ADVISOR | December-06 | 1 | 11,180 | 3,086 | 3,928 | ||||||||||||||||||
Rite Aid Coldwater, MI | ARC-ADVISOR | December-06 | 1 | 11,180 | 2,657 | 3,308 | ||||||||||||||||||
Walgreens New Castle, PA | ARC-JV | January-07 | 1 | 14,280 | 4,780 | 5,476 | ||||||||||||||||||
Walgreens Holland, MI | ARC-JV | January-07 | 1 | 14,658 | 5,968 | 6,939 | ||||||||||||||||||
Walgreens Guynabo, PR | ARC-ADVISOR | January-07 | 1 | 15,750 | 9,700 | 11,145 | ||||||||||||||||||
Eckerd McDonough, GA | ARC-ADVISOR | January-07 | 1 | 13,824 | 3,500 | 4,466 | ||||||||||||||||||
Rite Aid New Philadelphia, OH | ARC-JV | February-07 | 1 | 11,157 | 4,528 | 5,553 | ||||||||||||||||||
Walgreens Clarence, NY | ARC-JV | February-07 | 1 | 14,820 | 4,114 | 4,639 | ||||||||||||||||||
Walgreens Carolina, PR | ARC-ADVISOR | March-07 | 1 | 15,660 | 8,100 | 9,409 | ||||||||||||||||||
Logans Roadhouse Portfolio Various Locations | ARC-JV | April-07 | 15 | 119,331 | 45,200 | 58,788 | ||||||||||||||||||
Walgreens Windham, ME | ARC-JV | April-07 | 1 | 14,820 | 6,596 | 7,392 | ||||||||||||||||||
Tractor Supply Co. Carthage, TX |
ARC-JV | May-07 | 1 | 19,097 | 2,192 | 2,657 | ||||||||||||||||||
CVS Douglasville, GA | ARC-JV | May-07 | 1 | 14,574 | 4,420 | 5,008 | ||||||||||||||||||
Rite Aid Flatwoods, KY | ARC-JV | June-07 | 1 | 11,154 | 3,600 | 4,380 | ||||||||||||||||||
Shop N Save Moline Acres, MO | ARC-JV | June-07 | 1 | 51,538 | 5,675 | 6,840 | ||||||||||||||||||
CVS Haverhill, MA | ARC-JV | June-07 | 1 | 15,214 | 6,664 | 7,812 | ||||||||||||||||||
Tractor Supply Co. Granbury, TX | ARC-JV | June-07 | 1 | 24,764 | 2,586 | 3,275 | ||||||||||||||||||
Tractor Supply Co. Lubbock, TX | ARC-JV | June-07 | 1 | 29,954 | 3,153 | 3,981 | ||||||||||||||||||
Tractor Supply Co. Odessa, TX | ARC-JV | July-07 | 1 | 22,670 | 2,871 | 3,624 | ||||||||||||||||||
Walgreens & Petco North Andover, MA | ARC-JV | July-07 | 2 | 29,512 | 13,390 | 15,304 | ||||||||||||||||||
Rite Aid New Salisbury, IN | ARC-JV | July-07 | 1 | 14,703 | 2,954 | 3,588 | ||||||||||||||||||
Walgreens Hampstead, NH | ARC-JV | July-07 | 1 | 14,820 | 5,804 | 6,601 | ||||||||||||||||||
Tractor Supply Co. Shreveport, LA | ARC-JV | August-07 | 1 | 19,097 | 3,078 | 3,769 | ||||||||||||||||||
Bridgestone Firestone St. Peters, MO | ARC-ADVISOR | August-07 | 1 | 7,654 | 1,290 | 1,841 | ||||||||||||||||||
Dollar General Independence, KY | ARC-ADVISOR | August-07 | 1 | 9,014 | 580 | 870 | ||||||||||||||||||
Dollar General Florence, KY | ARC-ADVISOR | August-07 | 1 | 9,014 | 566 | 870 | ||||||||||||||||||
Dollar General Lancaster, OH | ARC-ADVISOR | August-07 | 1 | 9,014 | 590 | 888 | ||||||||||||||||||
Fed Ex Snow Shoe, PA(2) | ARC-JV | August-07 | 1 | 53,675 | 6,965 | 10,067 | ||||||||||||||||||
Rite Aid Salem, OH | ARC-JV | August-07 | 1 | 14,654 | 4,928 | 6,003 | ||||||||||||||||||
Rite Aid Cadiz, OH(2) | ARC | August-07 | 1 | 11,335 | 1,240 | 1,695 | ||||||||||||||||||
Rite Aid Carrollton, OH(2) | ARC | August-07 | 1 | 12,613 | 1,730 | 2,342 | ||||||||||||||||||
Rite Aid Lisbon, OH(2) | ARC | August-07 | 1 | 10,141 | 1,090 | 1,493 | ||||||||||||||||||
Rite Aid Liverpool, OH(2) | ARC | August-07 | 1 | 11,362 | 1,630 | 2,217 | ||||||||||||||||||
Walgreens New Bedford, MA(3) | ARC-JV | August-07 | 1 | 15,272 | 6,564 | 7,960 | ||||||||||||||||||
Walgreens South Yarmouth, MA(3) | ARC-JV | August-07 | 1 | 9,996 | 6,355 | 7,206 |
22
Tenant-Location | Investment Structure |
Date | Number of Buildings |
Gross Leasable Space |
Mortgage Financing |
Purchase Price(1) | ||||||||||||||||||
Walgreens Derry, NH(3) | ARC-JV | August-07 | 1 | 14,820 | 6,660 | 7,514 | ||||||||||||||||||
Walgreens Staten Island, NY(3) | ARC-JV | August-07 | 1 | 11,056 | 7,905 | 8,928 | ||||||||||||||||||
Walgreens Berlin, CT(3) | ARC-JV | August-07 | 1 | 14,820 | 6,715 | 7,576 | ||||||||||||||||||
Tractor Supply DeRidder, LA | ARC-JV | September-07 | 1 | 20,850 | 2,580 | 3,193 | ||||||||||||||||||
Walgreens Woodbury, NJ(3) | ARC-JV | September-07 | 1 | 13,650 | 6,120 | 7,149 | ||||||||||||||||||
Walgreens Prairie Du Chien, WI(3) | ARC-JV | October-07 | 1 | 14,820 | 3,400 | 3,858 | ||||||||||||||||||
Walgreens Melrose, MA(3) | ARC-JV | October-07 | 1 | 21,405 | 8,075 | 9,113 | ||||||||||||||||||
Rite-Aid Pittsburgh PA(2) | ARC | October-07 | 1 | 14,564 | 4,111 | 6,190 | ||||||||||||||||||
Rite-Aid Carlisle, PA(2) | ARC ADVISOR | October-07 | 1 | 14,673 | 3,008 | 4,529 | ||||||||||||||||||
Walgreens Mt. Ephraim, NJ | ARC ADVISOR | October-07 | 1 | 14,379 | 8,033 | 9,436 | ||||||||||||||||||
Walgreens Dover, NH | ARC ADVISOR | November-07 | 1 | 14,418 | 6,235 | 7,226 | ||||||||||||||||||
Walgreens Worcester, MA | ARC ADVISOR | November-07 | 1 | 13,354 | 8,500 | 9,812 | ||||||||||||||||||
Walgreens Brockton, MA | ARC ADVISOR | November-07 | 1 | 13,204 | 8,571 | 9,743 | ||||||||||||||||||
Walgreens Providence, RI | ARC ADVISOR | November-07 | 1 | 14,491 | 4,182 | 4,899 | ||||||||||||||||||
Walgreens Newcastle, OK | ARC ADVISOR | December-07 | 1 | 14,820 | 3,910 | 4,428 | ||||||||||||||||||
Walgreens Branford, CT | ARC ADVISOR | December-07 | 1 | 13,548 | 7,310 | 8,286 | ||||||||||||||||||
Walgreens Londonderry, NH | ARC ADVISOR | December-07 | 1 | 12,303 | 6,666 | 7,578 | ||||||||||||||||||
BOA Londonderry, NH | ARC ADVISOR | December-07 | 1 | 2,812 | 861 | 980 | ||||||||||||||||||
Harleysville Bank Portfolio PA(2) | ARC | December-07 | 15 | 178,000 | 31,000 | 41,000 | ||||||||||||||||||
Total 12/2006 and 2007 (As of 12/31/2007) |
92 | 1,983,113 | $ | 421,813 | $ | 506,626 |
(1) | Purchase price includes the cost of the property, closing costs and acquisition fees if applicable. |
(2) | Properties were sold to the Company. |
(3) | Properties sold to partner in 2007. |
ARC-JV American Realty Capital acted as advisor and American Realty Capital or its principals acted as investor(s) alongside a JV partner
ARC-ADVISOR American Realty Capital acted as advisor and neither it nor its principals invested alongside the equity
ARC American Realty Capital acted as advisor and sole investor with no JV partners
Information on properties sold by American Realty Capital, LLC during April 2007 through December 31, 2009 (dollar amounts in thousands):
Tenant-Location | Date Acquired |
Date of Sale |
Selling Price Net of Closing Costs |
Cost of Properties Including Closing and Other Costs |
Excess of Property Operating Cash Receipts Over Cash Expenditures |
Cash Received Net of Closing Costs |
Mortgage Balance at Time of Sale |
Total | Original Mortgage Financing |
Total Acquisition Cost, Capital Improvement Closing and Soft Costs |
Total | |||||||||||||||||||||||||||||||||
Walgreens Windham(1) | April-07 | July-07 | 7,843 | 7,392 | 37 | 1,008 | 6,596 | 7,641 | 6,596 | 796 | 7,392 | |||||||||||||||||||||||||||||||||
Walgreens Hampstead | July-07 | July-07 | 6,794 | 6,601 | 22 | 968 | 5,804 | 6,794 | 5,804 | 797 | 6,601 | |||||||||||||||||||||||||||||||||
Logans Murfreesboro | April-07 | Dec-07 | 4,247 | 3,883 | 132 | 1,025 | 3,090 | 4,247 | 3,090 | 793 | 3,883 | |||||||||||||||||||||||||||||||||
Logans Beaver Creek | April-07 | Dec-07 | 5,254 | 4,808 | 122 | 1,302 | 3,830 | 5,254 | 3,830 | 978 | 4,808 | |||||||||||||||||||||||||||||||||
Walgreens Clarence | February-07 | March-08 | 4,781 | 4,639 | 44 | 653 | 4,114 | 4,811 | 4,114 | 525 | 4,639 | |||||||||||||||||||||||||||||||||
Walgreens Logansville | March-06 | April-08 | 6,865 | 6,563 | 81 | 1,234 | 5,610 | 6,925 | 5,610 | 953 | 6,563 | |||||||||||||||||||||||||||||||||
CVS Chester | December-06 | April-08 | 7,297 | 7,015 | 92 | 1,214 | 6,029 | 7,335 | 6,029 | 986 | 7,015 | |||||||||||||||||||||||||||||||||
Logans Savannah | April-07 | October-08 | 4,042 | 3,918 | 77 | 915 | 3,110 | 4,102 | 3,110 | 808 | 3,918 | |||||||||||||||||||||||||||||||||
Logans Austin | April-07 | October-08 | 3,031 | 2,929 | 57 | 690 | 2,330 | 3,077 | 2,330 | 599 | 2,929 |
(1) | Net selling price includes a $202,000 tax withholding for the state of Maine. These monies will be returned upon filing of state tax returns. |
23
During the period 1998-2002, our sponsor, Nicholas S. Schorsch, sponsored seven private programs, consisting of First States Properties, L.P., First States Partners, L.P., First States Partners II, First States Partners III, First States Holdings, Chester Court Realty and Dresher Court Realty, which raised approximately $38,300,000 from 93 investors that acquired properties with an aggregate purchase price of approximately $272,285,000. These private programs, or Predecessor Entities, financed their investments with investor equity and institutional first mortgages. These properties are located throughout the United States as indicated in the table below. Ninety-four percent of the properties acquired were bank branches and 6% of the properties acquired were office buildings. None of the properties included in the aforesaid figures were newly constructed. Each of these Predecessor Entities is similar to our program because they invested in long-term net lease commercial properties. The Predecessor Entities properties are located as follows:
State | No. of Properties |
Square Feet | ||||||
PA | 34 | 1,193,741 | ||||||
NJ | 38 | 149,351 | ||||||
SC | 3 | 65,992 | ||||||
KS | 1 | 17,434 | ||||||
FL | 4 | 16,202 | ||||||
OK | 2 | 13,837 | ||||||
MO | 1 | 9,660 | ||||||
AR | 4 | 8,139 | ||||||
NC | 2 | 7,612 | ||||||
TX | 1 | 6,700 |
In 2002, American Financial Realty Trust (AFRT) was founded by Nicholas S. Schorsch. In September and October 2002, AFRT sold approximately 40.8 million common shares in a Rule 144A private placement. These sales resulted in aggregate net proceeds of approximately $378.6 million. Simultaneous with the sale of such shares, AFRT acquired certain real estate assets from a predecessor entity for an aggregate purchase price of $230.5 million, including the assumption of indebtedness, consisting of a portfolio of 87 bank branches and six office buildings containing approximately 1.5 million rentable square feet. Mr. Schorsch was the President, CEO and Vice-Chairman of AFRT since its inception as a REIT in September 2002 until August 2006. Mr. Kahane was the Chairman of the Finance Committee of AFRTs Board of Trustees since its inception as a REIT in September 2002 until August 2006. AFRT went public on the New York Stock Exchange in June 2003 in what was at the time the second largest real estate investment trust initial public offering in U.S. history, raising over $800 million. Three years following its initial public offering, AFRT was an industry leader, acquiring over $4.3 billion in assets, over 1,110 properties (net of dispositions) in more than 37 states, over 35.0 million square feet, 175 employees and a well diversified portfolio of bank tenants.
The following information has been obtained from AFRTs public documents filed with the Securities and Exchange Commission.
AFRT is a self-managed, publicly traded REIT and as such does not have the same fee structure as American Realty Capital Trust, Inc. does and being self-managed does not have an external advisor that receives fees. Therefore AFRT is not subject to the same types of fees and expenses that American Realty Capital Trust, Inc. pays to our advisor and its affiliates.
24
The following table summarizes the operations of AFRT during the years ended December 31, 2006, 2005 and 2004 (amounts in thousands other than number of properties). Messrs. Schorsch and Kahane were at AFRT through August, 2006.
December 31, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
Total number of properties | 1,148 | 1,107 | 959 | |||||||||
Total real estate investments, at cost(1) | 2,617,971 | 3,556,878 | 3,054,532 | |||||||||
Total debt | 2,216,265 | 3,084,995 | 2,724,480 | |||||||||
Total shareholders equity | 785,964 | 907,843 | 869,959 | |||||||||
Leverage ratio(1) | 54.6 | % | 71.9 | % | 73.5 | % |
(1) | Leverage ratio is defined as total debt divided by total real estate investments, at cost. Acquisition costs are included in total real estate investments. |
The following table presents information of fund raising by AFRT during the years ended December 31, 2006, 2005 and 2004. Messrs. Schorsch and Kahane were at AFRT through August, 2006.
Year Ended December 31, | ||||||||||||
Financing Activities Sources | 2006 | 2005 | 2004 | |||||||||
Proceeds from share issuances, gross | | $ | 246,421,000.00 | $ | 7,554,000.00 | |||||||
Proceeds from exercise of common share options | | | | |||||||||
Proceeds from issuance of convertible senior notes | | | 445,926,000.00 | |||||||||
Contributions by limited partners(2) | | 353,000.00 | ||||||||||
Gross Proceeds | | 246,774,000.00 | 453,480,000.00 | |||||||||
Offering Expenses |
||||||||||||
Stock | | (1,979,000.00 | ) | (2,000.00 | ) | |||||||
Unsecured Senior Debt | | (11,896,000.00 | ) | |||||||||
Paid to AFRT Affiliates | | N/A | N/A | |||||||||
Net Proceeds(1) | 0 | $ | 244,795,000 | $ | 441,582,000 | |||||||
Total Debt | 2,216,265 | 3,084,995.00 | 2,724,480.00 | |||||||||
Leverage Ratio | 54.60 | % | 71.90 | % | 73.50 | % |
(1) | Net proceeds from the issuance of common shares and unsecured convertible senior notes were used to fund a portion of the purchase price relating to the investment properties acquired in such years as outlined in the above asset acquisition tables and for general working capital purposes. Acquisition costs are included in the purchase price of the assets acquired. |
(2) | Contributions by limited partners relate to capital provided by a third-party joint venture partner in connection with certain expenditures that were the sole responsibility of the joint venture partner. |
25
The following table presents information regarding property and leasehold interests acquired by AFRT during the years ended December 31, 2006, 2005 and 2004 (purchase price and initial mortgage balance in thousands). Messrs. Schorsch and Kahane were at AFRT through August 2006.
Property/Seller | Date | Number of Buildings(1) |
Purchase Price(2) |
Gross Leasable Space |
Initial Mortgage Balance |
|||||||||||||||
Washington Mutual Bank | Feb. 2006 | 1 | $ | 1,738 | N/A | $ | N/A | |||||||||||||
National City | March 2006 | 16 | 35,241 | N/A | N/A | |||||||||||||||
Hinsdale | March 2006 | 1 | 5,383 | 12,927 | 3,360 | |||||||||||||||
Dripping Springs Franklin Bank | April 2006 | 1 | 3,039 | 11,344 | | |||||||||||||||
Meadowmont Wachovia Securities | June 2006 | 2 | 3,443 | 12,816 | | |||||||||||||||
Western Sierra | June 2006 | 8 | 14,136 | 51,103 | | |||||||||||||||
Regions repurchase | July 2006 | 3 | 1,900 | N/A | N/A | |||||||||||||||
Amsouth Bank Formulated Price Contracts | August 2006 | 7 | 3,512 | N/A | | |||||||||||||||
First Charter Bank | August 2006 | 1 | 635 | N/A | | |||||||||||||||
Sterling Bank | Dec. 2006 | 16 | 28,806 | N/A | | |||||||||||||||
Bank of America Formulated Price Contracts | Various | 20 | 5,136 | N/A | | |||||||||||||||
Wachovia Bank Formulated Price Contracts | Various | 80 | 91,719 | (3) | N/A | | ||||||||||||||
Total 2006 | 156 | $ | 194,688 | 88,190 | $ | 3,360 | ||||||||||||||
Koll Development Company, LLC | Jan. 2005 | 3 | $ | 89,224 | 530,032 | $ | 66,912 | |||||||||||||
National City Bank Building |