424B3 1 v355972_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-169355

AMERICAN REALTY CAPITAL — RETAIL CENTERS OF AMERICA, INC.
SUPPLEMENT NO. 1, DATED SEPTEMBER 27, 2013,
TO THE PROSPECTUS, DATED AUGUST 22, 2013

This prospectus supplement, or this Supplement No. 1, is part of the prospectus of American Realty Capital — Retail Centers of America, Inc., or the Company, dated August 22, 2013, or the Prospectus. This Supplement No. 1 supplements, modifies, supersedes and replaces certain information contained in our Prospectus and should be read in conjunction with the Prospectus. This Supplement No. 1 will be delivered with the Prospectus. Unless the context suggests otherwise, the terms “we,” “us” and “our” used herein refer to the Company, together with its consolidated subsidiaries.

The purposes of this Supplement No. 1 are to, among other things:

disclose updated operating information, including the status of the offering, the shares currently available for sale, the status of distributions, updated share repurchase program information, the status of fees paid and deferred, our real estate investment summary and selected financial data;
update disclosure relating to management compensation;
update our description of real estate investments;
update prior performance information;
update information relating to permitted transfers on death for Puerto Rico and Texas residents;
replace Appendix C-2 — Multi-Offering Subscription Agreement; and
replace Appendix D — Transfer on Death Designation.

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TABLE OF CONTENTS

   
  Supplement No. 1
Page No.
  Prospectus
Page No.
Operating Information
                 
Status of the Offering     S-3       N/A  
Shares Currently Available for Sale     S-3       N/A  
Status of Distributions     S-3       N/A  
Share Repurchase Program     S-5       N/A  
Status of Fees Paid and Deferred     S-5       N/A  
Real Estate Investment Summary     S-6       N/A  
Selected Financial Data     S-7       N/A  
Prospectus Updates
                 
Management Compensation     S-8       102  
Description of Real Estate Investments     S-8       138  
Prior Performance Summary     S-9       155  
How to Subscribe     S-13       229  
Subscription Agreement     S-13       C-2-1  
Transfer on Death Designation     S-14       D-1  
Appendix C-2 – Multi Offering Subscription Agreement     C-2-0       C-2-1  
Appendix D — Transfer on Death Designation     D-1       D-1  

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OPERATING INFORMATION

Status of the Offering

We commenced our reasonable best efforts initial public offering, or IPO, of up to 150.0 million shares of common stock on March 17, 2011. On March 9, 2012, we satisfied the general escrow conditions of the IPO. On such date, we received and accepted aggregate subscriptions equal to the minimum of $2.0 million in shares of common stock, broke escrow and issued shares of common stock to American Realty Capital IV, LLC, our sponsor, which purchased $2.0 million of our shares of common stock at a purchase price of $9.00 per share, which is the public offering price less selling commissions and dealer manager fees (neither of which were paid in connection with this purchase). Additionally, on May 13, 2013, we received aggregate subscriptions in excess of $20.0 million. Accordingly, we are now accepting subscriptions from residents of Alabama, Ohio and Tennessee. Subscriptions from residents of Pennsylvania will be held in escrow until we have received aggregate subscriptions of at least $75.0 million.

On March 4, 2013, our board of directors approved an extension of the termination date of our IPO from March 17, 2013 to March 17, 2014.

As of June 30, 2013, we had incurred, cumulatively to that date, $10.2 million in selling commissions, dealer manager fees and offering costs for the sale of our common stock.

As of August 31, 2013, we had acquired two properties which were 95.1% leased on a weighted average basis as of such date. As of August 31, 2013, we had total real estate investments, at cost, of $54.2 million.

Consistent with our and our advisor’s objectives of striving to operate pursuant to “best practices,” we intend to close our IPO as originally sized and will not raise additional capital through a follow-on offering.

Shares Currently Available for Sale

As of August 31, 2013, we had received aggregate gross proceeds of $40.3 million, consisting of $40.0 million from the sale of 4.1 million shares in our public offering and $0.3 million from the distribution reinvestment plan, or DRIP. As of
August 31, 2013, there were 4.1 million shares of our common stock outstanding, including restricted stock and shares issued pursuant to the DRIP. As of August 31, 2013, there were 145.9 million shares of our common stock available for sale, excluding shares available pursuant to our DRIP.

Status of Distributions

On September 19, 2011, our board of directors authorized, and the Company declared a distribution rate, which is calculated based on stockholders of record each day during the applicable period at a rate of $0.0017534247 per day. The distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. There can be no assurance that such distribution will be paid to stockholders. As of August 31, 2013, we own only two properties and have limited historical operating cash flows. Additionally, our organizational documents permit us to pay distributions from unlimited amounts of any source, and we may use sources other than operating cash flows to fund distributions, including proceeds from this offering, which may reduce the amount of capital we ultimately invest in properties or other permitted investments, and negatively impact the value of your investment. We have accounts payable and accrued expenses outstanding. Had these accounts payable and accrued expenses been paid there would be less in cash flow from operations available to pay distributions.

Our first distribution was paid on July 2, 2012, to stockholders of record at the close of business each day during the period commencing June 8, 2012 (the date of our first property acquisition) through June 30, 2012. We have continued to pay distributions to our stockholders each month since our initial distribution payment in July 2012.

The amount of distributions payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to qualify and maintain our status as a real estate investment trust under the Internal Revenue Code.

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Our board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. For a further discussion, see the section of the Prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in the Prospectus.

During the six months ended June 30, 2013, distributions paid to common stockholders totaled $0.4 million, inclusive of $0.1 million of distributions that were reinvested pursuant to the DRIP. Cash used to pay our distributions was generated from cash flows from operations and shares issued pursuant to the DRIP.

The following table shows the sources for the payment of distributions to common stockholders:

       
  Six Months Ended
June 30, 2013
  Six Months Ended
December 31, 2012
(In thousands)     Percentage of Distributions     Percentage of Distributions
Distributions:
                                   
Distributions paid in cash   $ 269              $ 121           
Distributions reinvested     118             19        
Total distributions   $ 387           $ 140        
Source of distribution coverage:
                                   
Cash flows provided by operations(1)   $ 269       69.5 %    $ 121       86.4 % 
Proceeds from issuance of common stock           %            % 
Common stock issued pursuant to the DRIP/offering proceeds     118       30.5 %      19       13.6 % 
Proceeds from financings           %            % 
Total source of distribution coverage   $ 387       100.0 %    $ 140       100.0 % 
Cash flows provided by operations (GAAP basis)   $ 1,631           $ 689        
Net loss (in accordance with GAAP)   $ (2,103 )          $ (1,431 )       

(1) Cash flows provided by operations for the six months ended June 30, 2013 and the six months ended December 31, 2012 include acquisition and transaction related expenses of approximately $7,000 and $0.6 million, respectively.

The following table compares cumulative distributions paid to cumulative net loss (in accordance with GAAP) for the period from July 29, 2010 (date of inception) through March 31, 2013:

 
(In thousands)   For the Period
from July 29, 2010 (date of inception) to June 30, 2013
Distributions paid:
        
Common stockholders in cash   $ 390  
Common stockholders pursuant to DRIP/offering proceeds     137  
Total distributions paid   $ 527  
Reconciliation of net loss:
        
Revenues   $ 4,049  
Acquisition and transaction-related     (994 ) 
Depreciation and amortization     (3,343 ) 
Other operating expenses     (1,836 ) 
Other non-operating expenses     (2,494 ) 
Net loss (in accordance with GAAP)(1)   $ (4,618 ) 

(1) Net loss as defined by GAAP includes the non-cash impact of depreciation and amortization expense as well as costs incurred relating to acquisitions and related transactions.

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Share Repurchase Program

Our share repurchase program generally requires you to hold your shares for at least one year prior to submitting them for repurchase by us. Our share repurchase program also contains numerous restrictions on your ability to sell your shares to us. During any calendar year, we may repurchase no more than 5.0% of the weighted-average number of shares outstanding during the prior calendar year. Further, the amount we spend to repurchase shares in a given quarter will be limited to the amount of proceeds we received from the DRIP in that same quarter; however, subject to the limitations described above, we may use other sources of cash at the discretion of our board of directors. We may amend, suspend or terminate our share repurchase program at any time upon not less than 30 days’ notice.

The following table summarizes the number of shares repurchased as of December 31, 2012, June 30, 2013, and for the six months ended June 30, 2013:

     
  Number of
Requests
  Number of
Shares
  Average Price
per Share
Cumulative repurchases as of December 31, 2012               $  
Six Months Ended June 30, 2013(1)     1       8,682     $ 9.98  
Cumulative repurchase requests as of June 30, 2013     1       8,682     $ 9.98  

(1) Includes one unfulfilled repurchase request for 8,682 shares at a weighted-average repurchase price per share of $9.98, which was approved for repurchase as of June 30, 2013 and was completed in the third quarter of 2013.

Status of Fees Paid and Deferred

The following table reflects the fees and expense reimbursements incurred and unpaid to our dealer manager, advisor and property manager as of and for the periods presented (in thousands):

           
  Incurred Six Months Ended
June 30, 2013
  Forgiven Six Months Ended
June 30, 2013
  Unpaid
As of
June 30, 2013
  Incurred
Year Ended December 31, 2012
  Forgiven
Year Ended December 31, 2012
  Unpaid
As of December 31, 2012
Selling commissions and dealer manager fees   $ 2,154     $     $ 106     $ 561     $     $  
Offering costs     912             4,283       1,596             3,533  
Acquisition fees                 820       820             820  
Financing coordination fees                 407       407             407  
Asset management fees(1)           18                   93        
Property management and leasing fees           28                   13        
Strategic advisory fees     294             294                             

(1) These fees have been waived. Our board of directors may elect, subject to our advisor's approval, on a prospective basis, to pay asset management fees in the form of performance-based restricted shares of common stock.

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Real Estate Investment Summary

Real Estate Portfolio

We acquire and operate retail properties. As of August 31, 2013, the properties we owned were 95.1% leased on a weighted average basis. Our portfolio of real estate properties was comprised of the following properties as of August 31, 2013:

             
Portfolio   Acquisition Date   Property Type   Number of Properties   Square
Feet
  Occupancy   Remaining Lease Term(1)   Base Purchase Price(3)
(in thousands)
Liberty Crossing     June 2012       Power Center       1       105,970       90.7 %      4.4     $ 21,582  
San Pedro Crossing     Dec. 2012       Power Center       1       201,965       97.4 %      5.2     $ 32,600  

(1) Remaining lease term in years as of June 30, 2013, calculated on a weighted-average basis.
(2) Contract purchase price, excluding acquisition related costs.

We believe that our real estate properties are suitable for their intended purpose and adequately covered by insurance.

Future Lease Expirations

The following is a summary of lease expirations for the next ten years as of August 31, 2013:

         
Year of Expiration   Number of Leases Expiring   Annualized Rental Income(1)
(in thousands)
  Annualized Rental Income as a Percentage of the Total Portfolio   Leased
Rentable
Sq. Ft.
  Percent of Portfolio Rentable Sq. Ft. Expiring
September 1, 2013 – 
December 31, 2013
    1     $ 338       3.3 %      5,014       1.7 % 
2014     2       549       11.9 %      40,975       14.0 % 
2015     2       210       4.6 %      24,703       8.5 % 
2016     2       298       6.5 %      15,228       5.2 % 
2017     3       273       5.9 %      17,525       6.0 % 
2018     8       1,080       23.4 %      46,899       16.0 % 
2019     2       561       12.2 %      47,744       16.3 % 
2020                              
2021     4       1,220       26.4 %      81,160       27.7 % 
2022     1       271       5.9 %      13,548       4.6 % 
Total     25     $ 4,613       100.0 %      292,796       100.0 % 

(1) Annualized rental income as of August 31, 2013 for the in-places in the property portfolio on a straight-line basis, which includes tenant concessions such as free rent, as applicable.

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Tenant Concentration

The following table lists tenants whose square footage is greater than 10% of the total portfolio square footage as of
August 31, 2013:

               
               
Tenant   Number of Units Occupied by Tenant   Square Feet   Square Feet as a Percentage
of Total Portfolio
  Lease Expiration   Average Remaining Lease Term(1)   Renewal
Options
  Annualized Rental Income(2)
(in thousands)
  Annualized Rental Income per Sq. Ft.
Toys “R” Us – Delaware, Inc.     1       60,687       20.7 %      Jan. 2021       7.4       Five 5-Year
options
    $ 910     $ 15.00  
Barnes and Noble Bookstores, Inc.     1       35,475       12.1 %      Feb. 2014       0.5       None     $ 448     $ 12.63  

(1) Remaining lease term in years as of August 31, 2013.
(2) Annualized rental income as of August 31, 2013 for the in-place leases in the property portfolio on a straight-line basis, which includes the effect of tenant concessions such as free rent, as applicable.

Selected Financial Data

The following is selected financial data as of June 30, 2013 and December 31, 2012 and the six months ended June 30, 2013 and 2012:

   
Balance sheet data (in thousands)   June 30,
2013
  December 31, 2012
Total real estate investments, at cost   $ 55,057     $ 55,057  
Total assets     58,932       55,724  
Mortgage notes payable     28,985       40,725  
Notes payable     5,735       7,235  
Total liabilities     44,848       57,046  
Total stockholders' equity (deficit)     14,084       (1,322 ) 

   
  Six Months Ended June 30,
Operating data (in thousands, except share and per share data)   2013   2012
Total revenues   $ 2,783     $ 112  
Operating expenses:
                 
Property operating     813       27  
Acquisition and transaction related     7       371  
General and administrative     170       218  
Depreciation and amortization     2,235       178  
Total operating expenses     3,225       794  
Operating loss     (442 )      (682 ) 
Interest expense     (1,531 )      (89 ) 
Extinguishment of debt     (130 )       
Net loss   $ (2,103 )    $ (771 ) 
Other data:
                 
Cash flows provided by (used in) operating activities   $ 1,631     $ (502 ) 
Cash flows used in investing activities           (5,198 ) 
Cash flows provided by financing activities     3,488       5,740  
Per share Data:
                 
Basic and diluted weighted-average shares outstanding     1,519,586       187,974  
Basic and diluted net loss per share   $ (1.38 )    $ (4.10 ) 

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PROSPECTUS UPDATES

Management Compensation

Footnote 15 to the “Management Compensation” on page 102 of the Prospectus is hereby replaced with the following disclosure.

“(15) Pursuant to our operating partnership agreement and our charter, distributions to our advisor and its affiliates of the subordinated participation in net sales proceeds, subordinated incentive listing distribution and the subordinated distribution upon termination are subordinate to a return of capital contributions plus payment to investors of a 7.0% cumulative, pre-tax, non-compounded return on the capital contributed by investors. Such requirement is in excess of the 6.0% cumulative, pre-tax, non-compounded return on capital required by the NASAA REIT Guidelines. We may only amend such term of our charter to reduce such threshold via a majority vote of our shares outstanding. Until that time, our operating partnership will continue to require that a 7.0% threshold is reached prior to the payment of such compensation.”

Description of Real Estate Investments

The following disclosure is hereby added at the end of the section “Description of Real Estate Investments” on page 138 of the Prospectus.

Potential Property Investments

On August 5, 2013, we paid the required earnest money deposit in connection with the expiration of the due diligence period relating to its potential acquisition of Tiffany Springs MarketCenter, located in Kansas City, Missouri. Such due diligence review and deposit were conditions to the closing of the acquisition, pursuant to the purchase and sale agreement, dated as of June 28, 2013, as amended, which included other customary conditions to closing. The purchase and sale agreement contains customary representations and warranties by the sellers. The sellers of the property are Cousins Tiffany Springs Marketcenter LLC and CP — Tiffany Springs Investments LLC. The sellers do not have a material relationship with us and the acquisition will not be an affiliated transaction. Although we believe that the acquisition of the property is probable, there can be no assurance that the acquisition will be consummated.

Capitalization

The contract purchase price of Tiffany Springs MarketCenter is approximately $53.5 million, exclusive of closing costs. We intend to fund approximately 25% of the purchase price with proceeds from the IPO and the remainder with debt on the property. There is no assurance that we will be able to secure financing on terms that we deem favorable or at all.

Major Tenants/Lease Expiration

The Tiffany Springs MarketCenter contains approximately 240,000 rentable square feet and is 88% leased to 29 tenants. Three tenants, Best Buy (NYSE: BBY), The Sports Authority and PetSmart (NASDAQ: PETM), represent 47% of the annualized rental income of the property and are rated by major credit rating agencies.

The lease to Best Buy contains approximately 46,000 rentable square feet. The lease commenced in June 2008, has a 10-year term and expires in January 2019. The lease contains a rental escalation of 9.4% in 2014. The lease contains two renewal options of five years each. The lease is net whereby the tenant is required to pay substantially all operating expenses, in addition to base rent. The annualized rental income for the initial lease term is approximately $0.7 million.

The lease to The Sports Authority contains approximately 42,000 rentable square feet. The lease commenced in August 2008, has a 10-year term and expires in January 2019. The lease contains no rental escalations during the original lease term. The lease contains four renewal options of five years each. The lease is net whereby the tenant is required to pay substantially all operating expenses, in addition to base rent. The annualized rental income for the initial lease term is approximately $0.6 million.

The lease to PetSmart contains approximately 25,000 rentable square feet. The lease commenced in June 2008, has a 10-year term and expires in July 2018. The lease contains a rental escalation of 6.4% in

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2013. The lease contains three renewal options of five years each. The lease is net whereby the tenant is required to pay substantially all operating expenses, in addition to base rent. The annualized rental income for the initial lease term is approximately $0.5 million.

The schedule of lease expirations for the next ten years and the occupancy rate and the average effective annual rent per square foot as of December 31 for each of the last five years will be available upon the closing of the acquisition of the property.

Other

The property is a shopping center and we believe it is suitable and adequate for its uses. We have no current plans to renovate the property at this time.

We believe that the property is adequately insured.

The Federal tax basis and the rate of depreciation for the property will be determined based upon the completion of cost allocation studies in connection with finalizing our tax return for the year that the property is acquired.

The annual real estate taxes payable on the property for the calendar year 2013 are unknown at present. Such real estate taxes are to be reimbursed by the tenants under the terms of the leases.

Best Buy Co., Inc. operates as an e-commerce and physical retailer of consumer electronics primarily in the United States, Europe, Canada and China. The company’s stores offer video products, including televisions, e-readers, navigation products, digital cameras and accessories, digital camcorders and accessories, DVD and Blu-ray players and audio products, such as MP3 players and accessories, home theater audio systems and components, musical instruments; and mobile electronics comprising car stereo and satellite radio products.

The Sports Authority, Inc. sells sports equipment, general merchandise, shoes, bikes and apparel, with a focus on premium brands.

PetSmart is a specialty retailer of products, services, and solutions for pets in North America. PetSmart offers products such as pet food, treats and litter. Furthermore, PetSmart offers hard goods such as collars, leashes, health care supplies, grooming products, toys, apparel and pet beds. The pet services offered by PetSmart at its retail stores are grooming, pet training and day camp services for dogs.

Tiffany Springs MarketCenter is subject to competitive conditions including, but not limited to, the tastes and habits of consumers, the demographic forces acting upon the local market of each property, heavy competition in the discount retail market and economic factors leading to a paucity of disposable income.”

Prior Performance Summary

The following disclosure hereby replaces in its entirety the section “Programs of Our Sponsor” beginning on page 155 of the Prospectus.

Programs of Our Sponsor

American Realty Capital Trust, Inc.

American Realty Capital Trust, Inc., or ARCT, incorporated on August 17, 2007, was a Maryland corporation that qualified as a REIT for federal income tax purposes. ARCT was formed to acquire a diversified portfolio of commercial real estate, primarily freestanding single-tenant properties net leased to credit worthy tenants on a long-term basis. In January 2008, ARCT commenced an initial public offering on a “best efforts” basis to sell up to 150.0 million shares of common stock, excluding 25.0 million shares issuable pursuant to a distribution reinvestment plan, offered at a price of $10.00 per share, subject to certain volume and other discounts. In March 2008, ARCT commenced real estate operations. ARCT’s initial public offering closed in July 2011 having raised $1.7 billion in gross proceeds from the sale of 179.4 million shares of common stock and having incurred, cumulatively to that date, $198.0 million in offering costs, commissions and dealer manager fees for the sale of its common stock. ARCT operated as a non-traded REIT through February 29, 2012. Effective as of March 1, 2012, ARCT internalized the management services previously

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provided by American Realty Capital Advisors, LLC and its affiliates, as a result of which the Company became a self-administered REIT managed full-time by its own management team, or the Internalization. Concurrent with the Internalization, ARCT listed its common stock on The NASDAQ Global Select Market under the symbol “ARCT”, or the Listing. In connection with the Listing, ARCT offered to purchase up to $220.0 million in shares of common stock from its stockholders, pursuant to a modified “Dutch Auction” cash tender offer, or the Tender Offer. As a result of the Tender Offer, in April 2012, ARCT had purchased 21.0 million shares of its common stock at a purchase price of $10.50 per share, for an aggregate cost of $220.0 million, excluding fees and expenses relating to the Tender Offer. On September 6, 2012, ARCT entered into an Agreement and Plan of Merger with Realty Income Corporation, a Maryland corporation and its subsidiary, which was subsequently amended on January 6, 2013. The merger was approved by both companies’ boards of directors and was subsequently approved by both companies’ stockholders on January 16, 2013. The merger closed on January 22, 2013, pursuant to which ARCT merged with and into a subsidiary of Realty Income Corporation and trading of ARCT’s shares was suspended at market close on that date. As of December 31, 2012, ARCT had total real estate investments, at cost, of $2.2 billion, comprised of 515 properties.

American Realty Capital New York Recovery REIT, Inc.

American Realty Capital New York Recovery REIT, Inc., or NYRR, a Maryland corporation, is the second publicly offered REIT sponsored by American Realty Capital. NYRR was incorporated on October 6, 2009 and qualified as a REIT beginning with the taxable year ended December 31, 2010. NYRR filed its initial registration statement with the SEC on November 12, 2009 and became effective on September 2, 2010. NYRR had received aggregate gross offering proceeds of $17.0 million from the sale of 2.0 million shares from a private offering to “accredited investors” (as defined in Regulation D as promulgated under the Securities Act). On December 15, 2011, NYRR exercised its option to convert all its outstanding preferred shares into 2.0 million shares of common stock on a one-to-one basis. As of August 31, 2013, NYRR had received aggregate gross proceeds of $905.7 million which includes the sale of 89.0 million shares in its public offering, $17.0 million from its private offering and $10.7 million from its distribution reinvestment plan. As of August 31, 2013, there were 92.2 million shares of NYRR common stock outstanding, including restricted stock, converted preferred shares, and shares issued under its distribution reinvestment plan. As of August 31, 2013, NYRR had total real estate investments, at cost, of $773.8 million, comprised of 19 properties. As of June 30, 2013, NYRR had incurred, cumulatively to that date, $65.7 million in selling commissions, dealer manager fees and offering costs for the sale of its common stock and $9.4 million for acquisition costs related to its portfolio of properties.

Phillips Edison — ARC Shopping Center REIT, Inc.

Phillips Edison — ARC Shopping Center REIT Inc., or PE-ARC, a Maryland corporation, is the third publicly offered REIT sponsored by American Realty Capital. PE-ARC was incorporated on October 13, 2009 and qualified as a REIT beginning with the taxable year ended December 31, 2010. PE-ARC filed its registration statement with the SEC on January 13, 2010 and became effective on August 12, 2010. PE-ARC invests primarily in necessity-based neighborhood and community shopping centers throughout the United States with a focus on well-located grocery-anchored shopping centers that are well occupied at the time of purchase and typically cost less than $20.0 million per property. As of August 31, 2013, PE-ARC had received aggregate gross offering proceeds of $894.1 million which includes the sale of 90.3 million shares of common stock in its public offering and $10.0 million from its distribution reinvestment program. As of August 31, 2013 PE-ARC had acquired 53 properties, 20 of which are held through a 54% owned joint venture, and had total real estate investments at cost of $771.5 million. As of June 30, 2013, PE-ARC had incurred, cumulatively to that date, $69.7 million in offering costs for the sale of its common stock and $11.9 million for acquisition costs related to its portfolio of properties.

American Realty Capital Healthcare Trust, Inc.

American Realty Capital Healthcare Trust, Inc., or ARC HT, a Maryland corporation, is the fourth publicly offered REIT sponsored by American Realty Capital. ARC HT was organized on August 23, 2010 and qualified as a REIT beginning with the taxable year ended December 31, 2011. ARC HT filed its registration statement with the SEC on August 27, 2010 and became effective on February 18, 2011. As of August 31, 2013, ARC HT had received aggregate gross offering proceeds of $1.8 billion which includes the

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sale of 174.5 million shares in its public offering and $35.6 million from its distribution reinvestment plan. As of August 31, 2013, ARC HT had acquired 84 commercial properties, for a purchase price of $1.1 billion. As of June 30, 2013, ARC HT had incurred, cumulatively to that date, $197.6 million in offering costs for the sale of its common stock and $17.6 million for acquisition costs related to its portfolio of properties.

American Realty Capital Daily Net Asset Value Trust, Inc.

American Realty Capital Daily Net Asset Value Trust, Inc. (formerly known as American Realty Capital Trust II, Inc.), or ARC DNAV, a Maryland corporation, is the sixth publicly offered REIT sponsored by American Realty Capital. ARC DNAV was incorporated on September 10, 2010 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013, ARC DNAV filed its registration statement with the SEC on October 8, 2010 and became effective on August 15, 2011. As of August 31, 2013, ARC DNAV had received aggregate gross proceeds of $17.5 million which includes the sale of 1.8 million shares in its public offering and $0.2 million from its distribution reinvestment plan. As of August 31, 2013, ARC DNAV had acquired ten properties with total real estate investments, at cost, of $29.5 million. As of June 30, 2013, ARC DNAV had incurred, cumulatively to that date, $5.2 million in offering costs from the sale of its common stock and $0.7 million for acquisition costs related to its portfolio of properties.

American Realty Capital Trust III, Inc.

American Realty Capital Trust III, Inc., or ARCT III, a Maryland corporation, was the seventh publicly offered REIT sponsored by American Realty Capital. ARCT III was incorporated on October 15, 2010 and qualified as a REIT beginning with the taxable year ended December 31, 2011. ARCT III filed its registration statement with the SEC on November 2, 2010 and became effective on March 31, 2011. As of February 28, 2013, ARCT III had received aggregate gross proceeds of $1.8 billion which includes the sale of 174.0 million shares in its public offering and $31.9 million from its distribution reinvestment plan. As of February 28, 2013, ARCT III owned 533 single-tenant, freestanding properties and had total real estate investments, at cost, of $1.7 billion. As of December 31, 2012, ARCT III had incurred, cumulatively to that date, $196.5 million in offering costs for the sale of its common stock and $40.8 million for acquisition costs related to its portfolio of properties. On December 17, 2012, ARCT III and ARCP entered into an Agreement and Plan of Merger under which ARCP acquired all of the outstanding shares of ARCT III. The merger was approved by the independent members of both companies’ boards of directors and was subsequently approved by both companies’ stockholders on February 26, 2013. On February 26, 2013, ARCP stockholders approved the issuance of common stock in connection with the merger and ARCT III stockholders approved the merger. The merger closed on February 28, 2013, pursuant to which ARCT III merged with and into a subsidiary of ARCP. On March 1, 2013, in connection with the merger, ARCT III stockholders received their respective cash or stock consideration from ARCP, as elected, pursuant to terms of the Agreement and Plans of Merger on March 1, 2013.

American Realty Capital Properties, Inc.

American Realty Capital Properties, Inc., or ARCP, a Maryland corporation, is the eighth publicly offered REIT sponsored by American Realty Capital. ARCP was incorporated on December 2, 2010 and qualified as a REIT beginning with the taxable year ended December 31, 2011. On September 6, 2011, ARCP completed its initial public offering of 5.6 million shares of common stock. ARCP’s common stock is traded on The NASDAQ Capital Market under the symbol “ARCP.” On November 2, 2011, ARCP completed an underwritten follow-on offering of 1.5 million shares of common stock. In addition, on November 7, 2011, ARCP closed on the underwriters’ overallotment option of an additional 0.1 million shares of common stock. On June 18, 2012, ARCP closed its secondary offering of 3.3 million shares of common stock. In addition, on July 9, 2012, ARCP closed on the underwriters’ overallotment option of an additional 0.5 million shares of common stock. On January 29, 2013, ARCP completed an underwritten public follow-on offering of 1.8 million shares of common stock and an additional 270,000 shares of common stock for the overallotment option of the underwriters. In January 2013, ARCP commenced its “at the market” equity offering under which ARCP has issued 553,300 shares of common stock. On February 28, 2013, ARCT III merged with and into a subsidiary of ARCP, pursuant to the Agreement and Plan of Merger entered into on December 17, 2012, under which ARCP acquired all of the outstanding shares of ARCT III. On March 1, 2013, in connection with the merger, ARCT III stockholders received, pursuant to terms of the Agreement and Plan of Merger, their

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respective cash or stock consideration from ARCP, as elected. On June 7, 2013, ARCP completed two private placement transactions through which it issued approximately 29.4 million shares of common stock and approximately 28.4 million shares of Series C convertible preferred stock. In aggregate, through August 31, 2013, ARCP has received $1,056.4 million of proceeds from the sale of common and convertible preferred stock. As of August 31, 2013, ARCP owned 1,211 single-tenant, including the properties purchased by ARCT III, freestanding properties and real estate investments, at a purchase price of $3.0 billion. On July 1, 2013, ARCT IV and ARCP entered into an Agreement and Plan of Merger under which ARCP will acquire all of the outstanding shares of ARCT IV. The merger has been approved by both companies’ boards of directors but is subject to stockholder approval. On September 26, 2013, the closing price per share of common stock of ARCP was $12.51.

American Realty Capital Global Trust, Inc.

American Realty Capital Global Trust, Inc., or ARC Global, a Maryland corporation, is the ninth publicly offered REIT sponsored by American Realty Capital. ARC Global was incorporated on July 13, 2011 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARC Global filed its registration statement with the SEC on October 27, 2011, which was declared effective by the SEC on April 20, 2012. As of August 31, 2013, ARC Global received aggregate gross proceeds of $75.8 million which includes the sale of 7.7 million shares in its public offering and $0.4 million from its distribution reinvestment plan. As of September 4, 2013, ARC Global had acquired eight properties with an aggregate base purchase price of $70.0 million. As of June 30, 2013, ARC Global had incurred, cumulatively to that date, $8.2 million in offering costs for the sale of its common stock and $1.5 million for acquisition costs related to its property acquisitions.

American Realty Capital Trust IV, Inc.

American Realty Capital Trust IV, Inc., or ARCT IV, a Maryland corporation, is the tenth publicly offered REIT sponsored by American Realty Capital. ARCT IV was incorporated on February 14, 2012 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2012. ARCT IV filed its registration statement with the SEC on March 22, 2012, which was declared effective by the SEC on June 8, 2012. As of August 31, 2013, ARCT IV received aggregate gross proceeds of $1.8 billion which includes the sale of 70.2 million shares in its public offering and $21.0 million under its distribution reinvestment plan. On July 1, 2013, ARCT IV and ARCP entered into an Agreement and Plan of Merger under which ARCP will acquire all of the outstanding shares of ARCT IV. The merger has been approved by both companies’ boards of directors but is subject to stockholder approval. As of August 31, 2013, ARCT IV owned 1,191 freestanding properties at an aggregate purchase price of $2.1 billion. As of June 30, 2013, ARCT IV had incurred, cumulatively to that date, $197.3 million in offering costs for the sale of its common stock and $29.2 million for acquisition costs related to its portfolio of properties.

American Realty Capital Healthcare Trust II, Inc.

American Realty Capital Healthcare Trust II, Inc., or ARC HT II, a Maryland corporation, is the eleventh publicly offered REIT sponsored by American Realty Capital. ARC HT II was incorporated on October 15, 2012 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARC HT II filed its registration statement with the SEC on October 31, 2012, which was declared effective by the SEC on February 14, 2013. As of August 31, 2013, ARC HT II received aggregate gross proceeds of $74.0 million from the sale of 3.0 million shares in its public offering and $0.2 million from its distribution reinvestment plan. As of August 31, 2013, ARC HT II had acquired six properties with a purchase price of $41.9 million. As of June 30, 2013, ARC HT II had incurred, cumulatively to that date, $5.0 million in offering costs for the sale of its common stock and $0.1 million for acquisition costs related to its portfolio of properties.

ARC Realty Finance Trust, Inc.

ARC Realty Finance Trust, Inc., or ARC RFT, a Maryland corporation, is the twelfth publicly offered REIT sponsored by American Realty Capital. ARC RFT was incorporated on November 15, 2012 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARC RFT filed its registration statement publicly with the SEC on January 22, 2013, which was declared effective by the SEC on February 12, 2013. As of August 31, 2013, ARC RFT received aggregate gross proceeds of $9.7 million

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from the sale of 0.4 million shares in its public offering. As of August 31, 2013, ARC RFT’s investments, at original cost, were $3.9 million. As of June 30, 2013, ARC RFT had incurred, cumulatively to that date, $2.3 million in offering costs for the sale of its common stock.

American Realty Capital Trust V, Inc.

American Realty Capital Trust V, Inc., or ARCT V, a Maryland corporation, is the thirteenth publicly offered REIT sponsored by American Realty Capital. ARCT V was incorporated on January 22, 2013 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARCT V filed its registration statement publicly with the SEC on March 6, 2013, which was declared effective by the SEC on April 4, 2013. As of August 31, 2013, ARCT V received aggregate gross proceeds of $1.2 billion from the sale of 47.4 million shares in its public offering and $3.1 million from its distribution reinvestment plan. As of August 31, 2013, ARCT V owned 35 freestanding properties at an aggregate purchase price of $123.2 million. As of June 30, 2013, ARCT V had incurred, cumulatively to that date, $46.9 million in offering costs for the sale of its common stock and $0.1 million for acquisition costs related to its portfolio of properties.

Phillips Edison — ARC Grocery Center REIT II, Inc.

Phillips Edison — ARC Grocery Center REIT II, Inc., or PE-ARC II, a Maryland corporation, is the fourteenth publicly offered REIT sponsored by American Realty Capital. PE-ARC II was incorporated on June 5, 2013 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. PE-ARC II filed its registration statement with the SEC on August 13, 2013, which has not yet been declared effective by the SEC. As of July 1, 2013, PE-ARC II received aggregate gross proceeds of $0.2 million from the sale of 8,888 shares in a private placement. As of August 31, 2013, PE-ARC II had not acquired any properties. As of July 1, 2013, PE-ARC II had incurred, cumulatively to that date, $0.01 million in offering costs for the sale of its common stock.

American Realty Capital Hospitality Trust, Inc.

American Realty Capital Hospitality Trust, Inc., or ARC HOST, a Maryland corporation, is the fifteenth publicly offered REIT sponsored by American Realty Capital. ARC HOST was incorporated on July 25, 2013 and intends to qualify as a REIT beginning with the taxable year ending December 31, 2013. ARC HOST filed its registration statement with the SEC on August 16, 2013, which has not yet been declared effective by the SEC. As of August 7, 2013, ARC HOST received aggregate gross proceeds of $0.2 million from the sale of 8,888 shares in a private placement. As of August 31, 2013, ARC HOST had not acquired any properties. As of August 7, 2013, ARC HOST had incurred, cumulatively to that date, $0.6 million in offering costs for the sale of its common stock.

Business Development Corporation of America

The American Realty Capital group of companies also has sponsored Business Development Corporation of America, or BDCA, a Maryland corporation. BDCA was organized on May 5, 2010 and is a publicly offered specialty finance company which has elected to be treated as a business development company under the Investment Company Act. As of August 31, 2013, BDCA had raised gross proceeds of $456.3 million which includes the sale of 42.4 million shares in its public offering and $6.9 million from its distribution reinvestment plan. As of August 31, 2013, BDCA’s investments, at original cost, were $576.5 million. As of June 30, 2013, BDCA had incurred, cumulatively to that date, $6.9 million in offering costs for the sale of its common stock.”

How to Subscribe

The fourth sentence of the last paragraph on page 229 of the Prospectus is hereby replaced with the following disclosure.

“This option, however, is not available to residents of Louisiana, Puerto Rico or Texas.”

Subscription Agreement

The form of multi-offering subscription agreement included in this Supplement No. 1 as Appendix C-2 hereby replaces
Appendix C-2 to the Prospectus.

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Transfer on Death Designation

The transfer on death designation included in this Supplement No. 1 as Appendix D hereby replaces Appendix D to the Prospectus.

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Appendix C-2

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APPENDIX D
 
TRANSFER ON DEATH DESIGNATION
American Realty Capital — Retail Centers of America, Inc.
TRANSFER ON DEATH FORM (TOD)
This form is NOT VALID for Trust or IRA accounts.
Both pages of this form must accompany the subscription agreement.

As our transfer agent, American National Stock Transfer, LLC, is located in New York, and thus, a Transfer on Death (“TOD”) designation pursuant to this form and all rights related thereto shall be governed by the laws of the State of New York.

PLEASE REVIEW THE FOLLOWING IN ITS ENTIRETY BEFORE COMPLETING THE TRANSFER ON DEATH FORM:

1. Eligible accounts:  Individual accounts and joint accounts with rights of survivorship are eligible. A TOD designation will not be accepted from residents of Louisiana, Puerto Rico or Texas.
2. Designation of beneficiaries:  The account owner may designate one or more beneficiaries of the TOD account. Beneficiaries are not “account owners” as the term is used herein.
3. Primary and contingent beneficiaries:  The account owner may designate primary and contingent beneficiaries of the TOD account. Primary beneficiaries are the first in line to receive the account upon the death of the account owner. Contingent beneficiaries, if any are designated, receive the account upon the death of the account owner if, and only if, there are no surviving primary beneficiaries.
4. Minors as beneficiaries:  Minors may be beneficiaries of a TOD account only if a custodian, trustee, or guardian is set forth for the minor on the transfer on death form. By not providing a custodian, trustee, or guardian, the account owner is representing that all of the named beneficiaries are not minors.
5. Status of beneficiaries:  Beneficiaries have no rights to the account until the death of the account owner or last surviving joint owner.
6. Joint owners:  If more than one person is the owner of an account registered or to be registered TOD, the joint owners of the account must own the account as joint tenants with rights of survivorship.
7. Transfer to designated beneficiaries upon the owner’s death:  
a. Percentage designation:  Unless the account owner designates otherwise by providing a percentage for each beneficiary on the Transfer on Death Form, all surviving beneficiaries will receive equal portions of the account upon the death of the account owner.
b. Form of ownership:  Multiple beneficiaries will be treated as tenants in common unless the account owner expressly indicates otherwise.
c. Predeceasing beneficiaries:  If the account owner wishes to have the account pass to the children of the designated beneficiaries if the designated beneficiaries predecease the account owner, the account owner must check the box labeled Lineal Descendants per Stirpes (“LDPS”) in Section B of this form. If the box is not checked, the children of beneficiaries who die before you will not receive a portion of your account. If the account is registered LDPS and has contingent beneficiaries, LDPS takes precedence. If a TOD account with multiple beneficiaries is registered LDPS, the LDPS registration must apply to all beneficiaries. If the account is not registered LDPS, a beneficiary must survive the account owner to take the account or his or her part of the account. In the case of multiple beneficiaries, if one of the beneficiaries does not survive the account owner, the deceased beneficiary’s share of the account will be divided equally among the remaining beneficiaries upon the death of the account owner. If no beneficiary survives the account owner, the account will be treated as part of the estate of the account owner.
d. Notice of dispute:  Should the transfer agent receive written notice of a dispute over the disposition of a TOD account, re-registration of the account to the beneficiaries may be delayed.

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8. Revocation or changes:  An account owner or all joint owners may revoke or change a beneficiary designation. The Change of Transfer on Death (TOD) Form is available for this purpose on our website www.americanrealtycap.com/materials/ or from your registered representative.
9. Controlling terms:  The language as set forth in the TOD account registration shall control at all times. Unless the transfer agent is expressly instructed by the account owner to change the status of the account or the beneficiary designation prior to the account owner’s death, the person or persons set forth as the beneficiaries of the account shall remain the beneficiaries of the account, and events subsequent to the registration of the account as a TOD account shall not change either the rights of the persons designated as beneficiaries or the status of the account as a TOD account.
a. Divorce:  If the account owner designated his or her spouse as a TOD beneficiary of the account, and subsequently the account owner and the beneficiary are divorced, the fact of the divorce will not automatically revoke the beneficiary designation. If the account owner wishes to revoke the beneficiary designation, the account owner must notify American Realty Capital — Retail Centers of America, Inc. of the desired change in writing as specified in paragraph 8 above.
b. Will or other testamentary document:  The beneficiary designation may not be revoked by the account owner by the provisions of a will or a codicil to a will.
c. Dividends, interest, capital gains, and other distributions after the account owner’s death:  
i. Accruals to the account which occur after the death of the account owner or last surviving joint owner, and are still in the account when it is re-registered to the beneficiaries, stay with the account and pass to the beneficiaries.
ii. Where the account has been coded for cash distributions, and such distributions have actually been paid out prior to notice to the transfer agent of the death of the account owner, such distributions are deemed to be the property of the estate of the original account owner and do not pass with the account to the designated beneficiaries.
10. TOD registrations may not be made irrevocable.

A — STOCKHOLDER INFORMATION

Name of stockholder(s) exactly as indicated on subscription agreement:

           
Stockholder Name   Mr.
o
  Mrs.
o
  Ms.
o
   
 
First
   
 

Middle
   
 

Last
Co-Stockholder Name
(if applicable)
  Mr.
o
  Mrs.
o
  Ms.
o
   
 
First
   
 

Middle
   
 

Last

   
Social Security Number(s) of Stockholder(s)    
Stockholder
   
 Co-Stockholder
Daytime Telephone              (Not accepted from residents of Louisiana, Puerto Rico or Texas)

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B — TRANSFER ON DEATH (Not permitted in Louisiana, Puerto Rico or Texas)

I (we) authorize American Realty Capital — Retail Centers of America, Inc. to register the percentage of shares of common stock set forth below in beneficiary form, assigning investorship on my (our) death to the TOD beneficiary(ies) named below. Use an additional sheet of paper if space is needed to designate more TOD beneficiaries. Complete information must be provided for all TOD beneficiaries.

     
PRIMARY Beneficiary Name          
               TOD Share Percentage %
Social Security or Tax ID #   Birth Date
/    /
  Relationship     
PRIMARY Beneficiary Name               
               TOD Share Percentage %
Social Security or Tax ID #   Birth Date
/    /
  Relationship     
PRIMARY Beneficiary Name               
               TOD Share Percentage %
Social Security or Tax ID #   Birth Date
/   /
  Relationship     
Contingent Beneficiary Name (Optional)               
               TOD Share Percentage %
Social Security or Tax ID #   Birth Date
/   /
  Relationship     
Contingent Beneficiary Name (Optional)               
               TOD Share Percentage %
Social Security or Tax ID #   Birth Date
/   /
  Relationship     

o Lineal Descendents per Stirpes (“LDPS”):  Check if you wish to have the account pass to children of the above-designated beneficiary(ies) if the designated beneficiary(ies) predeceases the stockholder. The LDPS designation will apply to all designated beneficiaries.

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C — SIGNATURE

By signing below, I (we) authorize American Realty Capital — Retail Centers of America, Inc. to register the shares in beneficiary form as designated above. I (we) agree on behalf of myself (ourselves) and my (our) heirs, assigns, executors, administrators and beneficiaries to indemnify and hold harmless American Realty Capital – Retail Centers of America, Inc. and any and all of its affiliates, agents, successors and assigns, and their respective directors, officers and employees, from and against any and all claims, liabilities, damages, actions and expenses arising directly or indirectly relating to this TOD designation or the transfer of my (our) shares in accordance with this TOD designation. If any claims are made or disputes are raised in connection with this TOD designation or account, American Realty Capital — Retail Centers of America, Inc. reserves the right to require the claimants or parties in interest to arrive at a final resolution by adjudication, arbitration, or other acceptable method, prior to transferring any TOD account assets. I (we) have reviewed all the information set forth on pages 1 and 2 of this form.

I (we) further understand that American Realty Capital — Retail Centers of America, Inc. cannot provide any legal advice and I (we) agree to consult with my (our) attorney, if necessary, to make certain that any TOD designation is consistent with my (our) estate and tax planning and is valid. Sign exactly as the name(s) appear(s) on the statement of account. All investors must sign. This TOD is effective subject to the acceptance of American Realty Capital — Retail Centers of America, Inc.

  

     
Signature — Investor (Required)   Date   Signature — Co-Investor (If Applicable)   Date

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