POS AM 1 v422499_posam.htm POS AM

As filed with the Securities and Exchange Commission on October 23, 2015

Registration No. 333-186111

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

PRE-EFFECTIVE AMENDMENT NO. 2 TO
POST-EFFECTIVE AMENDMENT NO. 13 TO
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES



 

REALTY FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)



 

405 Park Avenue, 14th Floor
New York, New York 10022
(212) 415-6500

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)



 

Peter M. Budko
Realty Finance Trust, Inc.
405 Park Avenue, 14th Floor
New York, New York 10022
(212) 415-6500

(Name, address, including zip code, and telephone number, including area code, of agent for service)



 

With a Copy to:

 
Rosemarie A. Thurston
Jason W. Goode
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
  James A. Tanaka
General Counsel
RCS Capital Corporation
405 Park Avenue, 14th Floor
New York, New York 10022
(212) 415-6500


 

Approximate date of commencement of proposed sale to public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.

If any of the securities on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

 
Large accelerated filer o   Accelerated filer o
Non-accelerated filer o
(Do not check if smaller reporting company)
  Smaller Reporting Company x

The registrant hereby amends this post-effective amendment to the above referenced registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 


 
 

TABLE OF CONTENTS

This Post-Effective Amendment No. 13 consists of the following:

Supplement No. 8, dated October 23, 2015, included herewith, which will be delivered as an unattached document along with the Prospectus;
Registrant’s Prospectus, dated April 30, 2015, originally filed pursuant to Rule 424(b)(3);
Part II to this Post-Effective Amendment No. 13, included herewith; and
Signatures, included herewith.


 
 

TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-186111

REALTY FINANCE TRUST, INC.
SUPPLEMENT NO. 8, DATED OCTOBER 23, 2015,
TO THE PROSPECTUS, DATED APRIL 30, 2015

This prospectus supplement, or this Supplement No. 8, is part of the prospectus of Realty Finance Trust, Inc., or the Company, dated April 30, 2015, or the Prospectus. This Supplement No. 8 supersedes and replaces all previous supplements and should be read in conjunction with the Prospectus. This Supplement No. 8 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. Defined terms used herein shall have the meaning ascribed to those terms in the Prospectus, as supplemented from time to time, unless the context otherwise requires:

The purposes of this Supplement No. 8 are to:

update certain operating information, including the status of our initial public offering, shares currently available for sale, the status of distributions, our share repurchase program, the status of fees paid and deferred, selected financial data and our current portfolio;
describe management updates, our entry into an indemnification agreement, the renewal of and amendment to our advisory agreement, amendments to the JPM Repo Facility, our entry into an investment opportunity allocation agreement and the issuance by our subsidiaries of notes evidencing a commercial real estate mortgage securitization;
update our investor suitability standards;
update our prospectus summary;
update disclosure relating to risk factors;
update disclosure relating to management;
update disclosure relating to management compensation;
update disclosure relating to principal stockholders;
update disclosure relating to conflicts of interest;
update disclosures relating to RCAP’s advice platform;
update our description of portfolio investments;
update disclosure relating to management’s discussion and analysis of financial condition and results of operations;
incorporate certain information by reference;
replace Appendix C-1 of the Prospectus, our Subscription Agreement;
replace Appendix C-2 of the Prospectus, our Multi-Offering Subscription Agreement; and
replace Appendix G of the Prospectus, our Privacy Policy Notice.

Other than the consolidated financial statements and applicable financial statement schedules described in the consents incorporated herein in exhibits 23.1 and 23.2, all other financial amounts are unaudited.


 
 

TABLE OF CONTENTS

   
  Supplement No. 8 Page No.   Prospectus
Page No.
Operating Information
                 
Status of the Offering     S-1       N/A  
Shares Currently Available for Sale     S-1       N/A  
Status of Distributions     S-1       N/A  
Share Repurchase Program     S-3       N/A  
Status of Fees Paid and Deferred     S-3       N/A  
Selected Financial Data     S-4       N/A  
Current Portfolio     S-5       N/A  
Management Updates     S-6       N/A  
Our Entry into an Indemnification Agreement     S-7       N/A  
Renewal of and Amendment to Our Advisory Agreement     S-7       N/A  
Amendments to the JPM Repo Facility     S-8       N/A  
Our Entry Into an Investment Opportunity Allocation Agreement     S-8       N/A  
Commercial Real Estate Mortgage Securitization     S-8       N/A  
Prospectus Updates
                 
Investor Suitability Standards     S-11       ii, iv  
Prospectus Summary     S-11       1 – 3, 7, 15, 16, 21  
Risk Factors     S-15       47  
Management     S-16       75 – 79,
86, 88 – 91
 
Management Compensation     S-21       92, 96  
Principal Stockholders     S-22       103  
Conflicts of Interest     S-22       104 – 105, 112  
Description of Portfolio Investments     S-23       143  
Management’s Discussion and Analysis of Financial Condition and Results of Operations     S-25       154, 159  
Incorporation of Certain Information By Reference     S-25       235  
Subscription Agreement     S-26       C-1  
Multi-Offering Subscription Agreement     S-26       C-2  
Privacy Policy Notice     S-26       G-1  

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TABLE OF CONTENTS

OPERATING INFORMATION

Status of the Offering

We commenced our reasonable best efforts initial public offering of up to 80.0 million shares of our common stock on February 12, 2013 (excluding shares to be issued under the distribution reinvestment plan, or DRIP). On May 14, 2013, we satisfied the general escrow conditions of our public offering of common stock. On such date, we received and accepted aggregate subscriptions equal to the minimum of $2.0 million in shares of our common stock and broke general escrow. As part of this general escrow break, we issued $1.0 million in shares of our common stock to our sponsor and its affiliates at price per share of $22.50. Additionally, as of September 15, 2015, we had received aggregate subscriptions of approximately $678.9 million. Accordingly, we are now accepting subscriptions from residents of all states.

On January 5, 2015, our board of directors, or our board, approved the extension of our initial public offering to February 12, 2016, provided that the offering will be terminated if all 80.0 million shares of our common stock are sold before such date (subject to our right to reallocate shares offered pursuant to our DRIP for sale in our primary offering). Our initial public offering may be extended up to an additional 180 days after February 12, 2016 pursuant to SEC rules.

As of September 15, 2015, we had 65 real estate mortgage debt investments and 13 commercial mortgage backed securities, or CMBS investments, which we had originated or acquired. As of September 15, 2015, we had real estate mortgage debt investments and CMBS investments with a par value of $916.0 million and $102.3 million, respectively.

Shares Currently Available for Sale

As of September 15, 2015, there were approximately 28.0 million shares of our common stock outstanding, including unvested restricted stock. As of September 15, 2015, there were approximately 52.8 million shares of our common stock available for sale, excluding shares available under our DRIP. As of September 15, 2015, there were approximately 16.0 million shares of our common stock available for sale under our DRIP. As of September 15, 2015, we had received aggregate gross offering proceeds of approximately $696.0 million and had incurred cumulative offering costs of $78.3 million in connection with the issuance and distribution of our shares of common stock in this offering.

Status of Distributions

On May 13, 2013, our board of directors authorized, and we declared, distributions payable to stockholders of record each day during the applicable period equal to $0.00565068493 per day per share of common stock. The distributions began to accrue on May 30, 2013. The distributions will be payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month.

The first distribution was paid on June 3, 2013 to stockholders of record at the close of business each day during the period from May 30, 2013 (15 days following our initial portfolio investment) through May 31, 2013. We have continued to pay distributions to our stockholders each month since our initial distribution payment.

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TABLE OF CONTENTS

The following table compares cumulative distributions paid to cumulative net income (in accordance with GAAP) for the period from November 15, 2012 (date of inception) through June 30, 2015 (in thousands):

 
  For the
Period from
November 15,
2012 (date of
inception) to
June 30,
2015
Distributions paid:
        
Common stockholders in cash   $ 18,638  
Common stockholders pursuant to DRIP/offering proceeds     13,189  
Total distributions paid   $ 31,827  
Reconciliation of net income:
        
Net interest income   $ 31,646  
Gain on sale     112  
Acquisition fees     (8,567 ) 
Other operating expenses     (8,755 ) 
Net income (in accordance with GAAP)   $ 14,436  
Cash flows provided by operations   $ 13,771  

The following table shows the sources for the payment of distributions to common stockholders for the periods presented (in thousands):

                   
  Three Months Ended
June 30,
  Six Months Ended
June 30,
  Year ended
December 31,
     2015   2014   2015   2014   2014
Distributions:
                                                                                         
Cash distributions paid   $ 6,062              $ 1,108              $ 10,759              $ 1,631              $ 7,592           
Distributions reinvested     4,529             651             7,974             916             5,027        
Total distributions   $ 10,591           $ 1,759             18,733           $ 2,547           $ 12,619        
Source of distribution coverage:
                                                                                         
Cash flows provided by
operations
  $ 5,052       47.6 %    $ 1,108       63.0 %    $ 10,310       55.0 %    $ 1,314       51.6 %    $ 2,685       21.3 % 
Proceeds from issuance of common stock     1,010       9.5             %      449       2.4       317       12.4       4,907       38.9  
Common stock issued under
DRIP
    4,529       42.8       651       37.0 %      7,974       42.6       916       36.0       5,027       39.8  
Total sources of distributions   $ 10,591       100.0 %    $ 1,759       100.0 %    $ 18,733       100.0 %    $ 2,547       100.0 %    $ 12,619       100.0 % 
Cash flows provided by operations (GAAP)   $ 5,052           $ 1,123           $ 10,310           $ 1,225           $ 2,685        
Net income (GAAP)   $ 4,303           $ 585           $ 8,935           $ 811           $ 5,415        

There can be no assurance that any such distribution will be paid to stockholders. 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 of 1986, as amended. Our board of directors may reduce the amount of distributions paid or suspend distribution payments at any time.

As of June 30, 2015, we owned 60 loan investments and 12 CMBS investments 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 loans, CMBS or other permitted investments, and negatively impact the value of your investment.

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TABLE OF CONTENTS

For the three months ended June 30, 2015, our distributions exceeded cash flows provided by operations, calculated in accordance with GAAP. As shown in the table above, the shortfall was paid from common stock issued pursuant to our DRIP. To the extent we pay distributions in excess of cash flows provided by operations, your investment may be adversely impacted. See “Risk Factors — Risks Related to an Investment in Realty Finance Trust, Inc. — Distributions paid from sources other than our cash flow from operations, particularly from proceeds of this offering, will result in us having fewer funds available for the acquisition of targeted investments and may dilute your interests in us, which may adversely affect our ability to fund future distributions with cash flow from operations and may adversely affect your overall return on an investment in our common stock.”

Share Repurchase Program

We have a share repurchase program that enables stockholders to sell their shares to us. Under our share repurchase program, stockholders may request that we redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair our capital or operations. See “Share Repurchase Program” in the Prospectus for a detailed description of our share repurchase program.

The following table reflects the number of shares repurchased cumulatively through June 30, 2015:

     
  Number of Requests   Number of Shares Repurchased   Average Price per Share
Cumulative repurchases as of December 31, 2014     10       20,755     $ 24.01  
Repurchases for the three months ended June 30, 2015     23       47,005       24.38  
Repurchases for the six months ended June 30, 2015     30       52,757       24.44  
Cumulative repurchases as of June 30, 2015     40       73,512     $ 24.32  

We funded the repurchases under our share repurchase program using offering proceeds.

Status of Fees Paid and Deferred

The following table reflects the fees and expense reimbursements incurred and unpaid to our dealer manager and advisor for the six months ended June 30, 2015 (in thousands).

   
  Incurred
Six Months Ended June 30,
2015
  Payable
As of
June 30,
2015
Offering Stage
                 
Total commissions and fees incurred from our dealer manager   $ 20,768     $ 169  
Total compensation and reimbursement for services provided by our advisor, its affiliates, entities under common control with our advisor and our dealer manager     3,848       483  
Operational Stage
                 
Acquisition fees and acquisition expenses     6,204       321  
Advisory and investment banking fees     28        
Asset management and subordinated performance fee     1,336       1,638  
     $ 32,184     $ 2,611  

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TABLE OF CONTENTS

Selected Financial Data

The following selected financial data is as of the dates and for the periods set forth below (in thousands, except share and per share data):

       
Balance sheet data   June 30,
2015
  December 31,
  2014   2013   2012
Total assets   $ 906,683     $ 514,220     $ 36,370     $ 941  
Total liabilities     391,192       183,713       10,352       757  
Total stockholders’ equity     515,491       330,507       26,018       184  

         
  Six Months Ended
June 30,
  Year Ended
December 31,
  For the Period November 15, 2012 (date of inception) to December 31, 2012
     2015   2014   2014   2013
Net interest income   $ 17,633     $ 2,864     $ 13,270     $ 743     $  
Expenses:
                                            
Acquisition fees     4,181       1,122       4,386              
Other expenses     4,293       762       2,802       641       16  
Loan loss provision     224       128       570              
Total expenses     8,698       2,012       7,758       641       16  
Gain on sale of loans                 112              
Income (loss) before income taxes     8,935       852       5,624       102       (16 ) 
Income tax provision           41       209              
Net income (loss)     8,935       811       5,415       102       (16 ) 
Other data:
                                            
Cash flows provided by operating activities   $ 10,310     $ 1,225     $ 2,685     $ 776     $  
Cash flows provided by (used in) investing activities     (386,437 )      (120,234 )      (471,637 )      (35,755 )       
Cash flows provided by financing activities     381,186       118,890       469,160       35,156       1  
Per share data:
                                            
Basic and diluted net income per share   $ 0.45     $ 0.26     $ 0.75     $ 0.19       NM  
Basic weighted average shares outstanding     19,671,251       3,144,815       7,227,169       526,084       8,888  
Diluted weighted average shares outstanding     19,675,540       3,149,657       7,232,559       530,096       8,888  
Distributions per common share   $ 1.02     $ 1.02     $ 2.06     $ 1.22     $  

NM — Not Meaningful

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TABLE OF CONTENTS

Current Portfolio

The following table shows selected data from our commercial mortgage loan portfolio as of June 30, 2015 (in thousands):

         
Loan Type   Par
Value
  Carrying Value   Interest
Rate(1)
  Effective Yield   Loan to Value(2)
Senior 1   $ 11,582     $ 11,526       5.00% + 1M LIBOR       5.5 %      70.0 % 
Senior 2     11,000       10,997       9.00% + 1M LIBOR       9.0 %      70.0 % 
Senior 3     5,750       5,742       4.90% + 1M LIBOR       5.1 %      80.0 % 
Senior 4     31,250       31,118       4.50% + 1M LIBOR       4.9 %      75.0 % 
Senior 5     9,450       9,414       4.90% + 1M LIBOR       5.3 %      70.0 % 
Senior 6     29,927       29,812       5.50% + 1M LIBOR       5.8 %      55.3 % 
Senior 7     7,460       7,422       4.75% + 1M LIBOR       5.2 %      78.0 % 
Senior 8     11,047       11,006       5.75% + 1M LIBOR       6.1 %      60.0 % 
Senior 9     11,800       11,749       4.75% + 1M LIBOR       5.1 %      79.4 % 
Senior 10     22,640       22,412       4.65% + 1M LIBOR       5.3 %      80.0 % 
Senior 11     9,150       9,105       5.50% + 1M LIBOR       6.1 %      75.0 % 
Senior 12     14,900       14,882       5.20% + 1M LIBOR       5.5 %      75.0 % 
Senior 13     34,500       34,179       5.25% + 1M LIBOR       5.7 %      75.0 % 
Senior 14     11,400       11,389       4.80% + 1M LIBOR       5.0 %      75.0 % 
Senior 15     9,739       9,675       5.10% + 1M LIBOR       5.6 %      75.0 % 
Senior 16     9,872       9,782       5.00% + 1M LIBOR       5.6 %      75.0 % 
Senior 17     6,851       6,806       4.75% + 1M LIBOR       5.2 %      78.3 % 
Senior 18     24,500       24,323       4.60% + 1M LIBOR       5.0 %      65.0 % 
Senior 19     11,450       11,388       4.50% + 1M LIBOR       4.8 %      74.8 % 
Senior 20     12,963       12,889       5.00% + 1M LIBOR       5.4 %      76.7 % 
Senior 21     8,600       8,549       4.70% + 1M LIBOR       5.1 %      68.8 % 
Senior 22     9,850       9,789       5.25% + 1M LIBOR       5.7 %      80.0 % 
Senior 23     10,450       10,398       4.75% + 1M LIBOR       5.1 %      75.0 % 
Senior 24     13,500       13,445       5.00% + 1M LIBOR       5.4 %      78.0 % 
Senior 25     16,800       16,743       4.90% + 1M LIBOR       5.2 %      74.0 % 
Senior 26     24,000       23,825       4.25% + 1M LIBOR       4.7 %      79.7 % 
Senior 27     12,540       12,439       4.50% + 1M LIBOR       5.0 %      76.0 % 
Senior 28     14,600       14,524       4.25% + 1M LIBOR       4.6 %      65.0 % 
Senior 29     8,080       8,014       4.75% + 1M LIBOR       5.2 %      76.0 % 
Senior 30     15,400       15,269       4.75% + 1M LIBOR       5.2 %      75.0 % 
Senior 31     26,500       26,469       4.75% + 1M LIBOR       5.0 %      67.4 % 
Senior 32     18,350       18,146       4.75% + 1M LIBOR       5.3 %      55.0 % 
Senior 33     8,500       8,420       4.65% + 1M LIBOR       5.2 %      70.8 % 
Senior 34     18,250       18,117       4.25% + 1M LIBOR       4.7 %      68.0 % 
Senior 35     17,560       17,474       4.20% + 1M LIBOR       4.6 %      76.4 % 
Senior 36     10,350       10,269       5.50% + 1M LIBOR       6.0 %      69.9 % 
Senior 37     11,250       11,171       5.30% + 1M LIBOR       5.8 %      73.5 % 
Mezzanine 1     6,322       4,146       5.46%       12.7 %      76.7 % 
Mezzanine 2     5,000       5,038       9.00%       8.7 %      73.9 % 
Mezzanine 3     9,000       9,041       11.00% + 3M LIBOR       10.9 %      77.9 % 
Mezzanine 4     5,000       5,068       11.00%       10.8 %      63.6 % 
Mezzanine 5     4,000       4,055       12.00%       11.7 %      74.5 % 
Mezzanine 6     3,000       3,018       11.00%       10.8 %      81.8 % 
Mezzanine 7     11,000       11,019       7.05% + 1M LIBOR       7.0 %      70.0 % 

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TABLE OF CONTENTS

         
Loan Type   Par
Value
  Carrying Value   Interest
Rate(1)
  Effective Yield   Loan to Value(2)
Mezzanine 8   $ 7,000     $ 7,028       12.00%       11.9 %      78.3 % 
Mezzanine 9     10,000       10,013       8.00% + 1M LIBOR       8.0 %      80.0 % 
Mezzanine 10     1,963       1,972       13.00%       12.9 %      85.0 % 
Mezzanine 11     3,480       3,496       9.50%       9.4 %      84.5 % 
Mezzanine 12     7,000       6,974       10.50% + 1M LIBOR       11.0 %      84.0 % 
Mezzanine 13     35,000       35,090       8.40% + 1M LIBOR       8.3 %      70.1 % 
Mezzanine 14     5,000       5,016       7.50% + 1M LIBOR       7.4 %      71.0 % 
Mezzanine 15     12,000       12,039       9.00% + 1M LIBOR       8.9 %      74.2 % 
Mezzanine 16     25,042       25,150       7.25% + 1M LIBOR       7.0 %      76.0 % 
Mezzanine 17     9,000       9,040       10.50%       10.4 %      85.0 % 
Mezzanine 18     5,100       5,100       10.00% + 3M LIBOR       10.3 %      79.5 % 
Mezzanine 19     10,000       9,471       10.00%       10.9 %      79.0 % 
Mezzanine 20     15,000       15,085       11.00%       10.9 %      80.0 % 
Mezzanine 21     45,000       45,000       10.00% + 1M LIBOR       10.2 %      75.0 % 
Mezzanine 22     12,350       12,350       10.00% + 1M LIBOR       10.2 %      74.0 % 
Subordinated 1     10,000       10,000       11.00%       11.0 %      50.1 % 
Total/Weighted Average   $ 798,068     $ 792,886             6.7 %      72.8 % 

(1) Our floating rate loan agreements contain the contractual obligation for the borrower to maintain an interest rate cap to protect against rising interest rates. In a simple interest rate cap, the borrower pays a premium for a notional principal amount based on a capped interest rate (the “cap rate”). When the floating rate exceeds the cap rate, the borrower receives a payment from the cap counterparty equal to the difference between the floating rate and the cap rate on the same notional principal amount for a specified period of time. When interest rates rise, the value of an interest rate cap will increase, thereby reducing the borrower’s exposure to rising interest rates.
(2) Loan to value percentage is from metrics at origination.

Additionally, as of June 30, 2015, we had 12 CMBS investments with a par value of approximately $93.6 million.

Management Updates

Appointment of Donald R. Ramon as Chief Financial Officer, Treasurer and Secretary to Replace Nicholas Radesca

On May 12, 2015, our board of directors appointed Donald R. Ramon to serve as our chief financial officer, treasurer and secretary, effective as of May 15, 2015, immediately following the filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. In connection with Mr. Ramon’s appointment as our chief financial officer, treasurer and secretary, Nicholas Radesca resigned from his roles as our chief financial officer, treasurer and secretary, effective as of May 15, 2015, immediately following the filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. Mr. Radesca also resigned from his roles as chief financial officer, treasurer and secretary of our advisor, Realty Finance Advisors, LLC. Mr. Radesca did not resign pursuant to any disagreement with us. Mr. Ramon will also serve as chief financial officer, treasurer and secretary of our advisor.

Election and Appointment of Peter M. Budko as a Member of the Board and as Chairman of the Board

On June 17, 2015, at the annual meeting of our stockholders, Peter M. Budko, our chief executive officer, was elected to become a member of our board of directors. Also on June 17, 2015, our board of directors appointed Mr. Budko to serve as chairman of our board of directors, effective as of that same date. Mr. Budko replaced William M. Kahane, who previously notified the Board of his decision to retire and not stand for reelection at the annual meeting. Mr. Kahane did not retire pursuant to any disagreement with the Company.

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Our Entry into an Indemnification Agreement

On May 26, 2015, we entered into an indemnification agreement with Donald R. Ramon in connection with the appointment of Mr. Ramon as our chief financial officer, treasurer and secretary.

The indemnification agreement is substantially similar in form to the indemnification agreement entered into by us with our other directors and officers and provides that we will indemnify Mr. Ramon to the fullest extent permitted by Maryland law and our charter and subject to the limitations set forth in the indemnification agreement, from and against all judgments, penalties, fines and amounts paid in settlement and expenses reasonably incurred by Mr. Ramon that may result or arise in connection with Mr. Ramon serving in his capacity as our present or former director, officer, employee or agent or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that Mr. Ramon is or was serving in such capacity at our request. The indemnification agreement further provides that, subject to the limitations set forth in the indemnification agreement, we will, without requiring a preliminary determination of Mr. Ramon’s ultimate entitlement of indemnification under the indemnification agreement, advance all reasonable expenses to Mr. Ramon incurred by or on behalf of Mr. Ramon in connection with any proceeding Mr. Ramon is or is threatened to be made a party to.

The indemnification agreement provides that Mr. Ramon is entitled to indemnification unless it is established by clear and convincing evidence that (a) the act or omission of Mr. Ramon was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Mr. Ramon actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, Mr. Ramon had reasonable cause to believe that his conduct was unlawful. The indemnification agreement further limits Mr. Ramon’s entitlement to indemnification in cases where (a) Mr. Ramon’s gross negligence or willful misconduct caused loss or liability to us, (b) loss or liability arose from an alleged violation of federal or state securities laws unless certain conditions were met, (c) the proceeding was one by or in the right of us and Mr. Ramon was adjudged to be liable to us, (d) Mr. Ramon was adjudged to be liable on the basis that personal benefit was improperly received in any proceeding charging improper personal benefit to Mr. Ramon or (e) the proceeding was brought by Mr. Ramon, except in certain circumstances.

The indemnification agreement also provides that, except for a proceeding brought by Mr. Ramon, we have the right to defend Mr. Ramon in any proceeding which may give rise to indemnification under the indemnification agreement. The indemnification agreement grants Mr. Ramon the right to separate counsel in certain proceedings involving separate defenses, counterclaims or other conflicts of interest and in proceedings in which we fail to assume the defense of Mr. Ramon in a timely manner. The indemnification agreement further provides that we will use our reasonable best efforts to acquire directors and officers liability insurance covering Mr. Ramon or any claim made against Mr. Ramon by reason of his service to us.

Renewal of and Amendment to Our Advisory Agreement

On June 17, 2015, our board of directors approved the renewal of our amended and restated advisory agreement, or the Advisory Agreement, dated as of December 20, 2013, by and among us, our operating partnership and our advisor, as amended on April 24, 2015, for an additional one-year term expiring December 20, 2016.

On June 23, 2015, we entered into an amendment to the Advisory Agreement amending Section 10(d) thereof. As a result of the amendment, we will pay our advisor or its assignees an annual asset management fee equal to 0.75% of the cost of our assets (cost will include the principal amount funded by us to acquire or originate portfolio investments, acquisition expenses, capital expenditures and other customarily capitalized costs, but will exclude acquisition fees). Commencing on the NAV pricing date, the asset management fee will be based on the lower of 0.75% of the costs of our assets (as calculated above) and 0.75% of the fair value of our assets (fair value will consist of the market value of each portfolio investment as determined in accordance with our valuation guidelines). This fee will be payable monthly in arrears, based on assets held by us during the measurement period, adjusted for appropriate closing dates for individual investments. This fee will no longer be reduced to the extent that funds from operations, as adjusted to include acquisition fees and expenses, non-cash restricted stock grant amortization and any impairments of investments, are less than

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distributions declared during the six months ending on the last day of the calendar quarter immediately preceding the date that such fee is calculated.

Amendments to the JPM Repo Facility

On June 24, 2015, we, through our indirect wholly-owned subsidiary, entered into Amendment No. 1 to the JPM Repo Facility. Amendment No. 1 to the JPM Repo Facility raised the maximum amount of advances allowed under the JPM Repo Facility from $150.0 million to $250.0 million between June 23, 2015 and September 29, 2015. Amendment No. 1 to the JPM Repo Facility also set a floor for the definition of the LIBOR index rate at 0.0%. On September 28, 2015, we, through our indirect wholly-owned subsidiary, entered into Amendment No. 2 to the JPM Repo Facility. Amendment No. 2 to the JPM Repo Facility extends the upsize of the maximum amount of advances allowed under the JPM Repo Facility from $150.0 million to $250.0 million between September 28, 2015 and October 30, 2015. Amendment No. 2 to the JPM Repo Facility also amends the definition of LIBOR to change the date on which the applicable LIBOR rate is determined. All other material terms of the JPM Repo Facility remain unchanged.

Our Entry Into an Investment Opportunity Allocation Agreement

On June 10, 2015, we entered into an investment opportunity allocation agreement with American Finance Trust, Inc., or AFIN, an entity affiliated our sponsor. Because we and AFIN both invest in commercial real estate debt investments, or CRE Debt Investments, the investment opportunity allocation agreement provides for the delineation of our respective rights and obligations in connection with investing in the proposed CRE Debt Investments.

Pursuant to the investment opportunity allocation agreement, AFIN shall have priority over us with respect to potential CRE Debt Investments valued at $75.0 million and above, except as may otherwise be agreed upon by the Board and by AFIN’s board of directors. For any other potential CRE Debt Investment that both the investment committee of our advisor and the investment committee of AFIN’s advisor determine is appropriate for us and for AFIN, respectively, based upon the respective portfolio composition of us and AFIN, and assuming that both we and AFIN have sufficient capital to make and support such a CRE Debt Investment, then the origination or acquisition of such potential CRE Debt Investment shall be allocated to the entity that has not originated or acquired a CRE Debt Investment for the longest period of time. If both we and AFIN last acquired a CRE Debt Investment on the same date, then the allocation of the potential CRE Debt Investment shall be to the entity with the smaller portfolio of CRE Debt Investments based on the aggregate outstanding principal balance of such investments.

Commercial Real Estate Mortgage Securitization

On October 19, 2015, or the Closing Date, two of our consolidated subsidiaries, RFT 2015-FL1 Issuer, Ltd., or the Issuer, and RFT 2015-FL1 Co-Issuer, LLC, or the Co-Issuer and together with the Issuer, the Issuers, issued notes with an aggregate principal amount of $350.2 million, or the Notes, evidencing a commercial real estate mortgage securitization, and sold such Notes in a private placement. A consolidated subsidiary of ours purchased $56.0 million of the Notes. Simultaneously with the issuance of the Notes, the Issuer issued and sold preferred shares, or the Preferred Shares, with an aggregate liquidation preference and notional amount equal to $78.1 million to a consolidated subsidiary of ours.

The Notes were issued pursuant to an indenture, or the Indenture, dated as of the Closing Date, by and among the Issuer, the Co-Issuer, our operating partnership and U.S. Bank, National Association, or the Trustee and the Note Administrator.

The Notes were placed by J.P. Morgan Capital, LLC and Barclays Capital, Inc., as placement agents. The Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The net proceeds of the sale of the Notes will be used primarily to repay borrowings under our current credit facilities, pay transaction expenses and fund future loans and investments.

The aggregate principal amounts of the following three classes of Notes, or Classes, were issued pursuant to the terms of the Indenture: (i) $231.3 million aggregate principal amount of Class A Senior Secured

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Floating Rate Notes, or the Class A Notes; (ii) $42.8 million aggregate principal amount of Class B Second Priority Secured Floating Rate Notes, or the Class B Notes; and (iii) $76.0 million aggregate principal amount of Class C Third Priority Secured Floating Rate Notes, or the Class C Notes. Simultaneously with the issuance of the Notes, the Issuer issued and sold the Preferred Shares to a consolidated subsidiary of ours.

As of the Closing Date, the Notes are secured by a portfolio, or the Portfolio, with a principal balance of $428.4 million, consisting of four first-lien mortgage loans and 24 pari passu participation interests in first-lien mortgage loans secured predominately by multifamily and commercial properties across the United States. Through our ownership of the equity of the Issuer, we intend to own the Portfolio until its maturity and will account for the issuance of the Notes on our balance sheet as a financing.

The Portfolio was purchased by the Issuer on the Closing Date from a consolidated subsidiary of ours, and the seller made certain representations and warranties to the Issuer with respect to the loan obligations it sold. If any such representations or warranties are materially inaccurate, the Issuer may compel the seller to repurchase the affected loan obligations from it for an amount not exceeding par plus accrued interest and certain additional charges, if then applicable.

The Issuer, our operating partnership, the Note Administrator and the Trustee entered into a servicing agreement, or the Servicing Agreement, with Situs Asset Management LLC, or the Servicer, and Situs Holdings, LLC, or the Special Servicer, pursuant to which the Servicer has agreed to act as the servicer for the loan obligations and the Special Servicer has agreed to act as special servicer for the loan obligations.

In connection with its duties under the Servicing Agreement, the Servicer will be entitled to a monthly servicing fee equal to 0.08% per annum of the outstanding principal balance of each loan obligation. The Servicer will also be entitled to retain all late payment charges and similar fees (to the extent not payable to the Special Servicer) and all income and gain realized from the investment of funds deposited in the accounts maintained by the Servicer, subject to the terms of the Servicing Agreement.

In connection with its duties under the Servicing Agreement, the Special Servicer will be entitled to a monthly special servicing fee equal to 0.25% per annum of the outstanding principal balance of each specially serviced loan obligation and additional special servicing compensation in the form of (i) a workout fee with respect to each corrected loan obligation equal to 1% of each collection of interest and principal for so long as it remains a corrected loan obligation and (ii) a liquidation fee equal to 1% of any liquidation proceeds or full or discounted payoff of a specially serviced loan obligation; provided that the Special Servicer will be entitled to receive only a liquidation fee or a workout fee, but not both, with respect to any loan obligation. The Special Servicer will also be entitled to reimbursement of expenses, as permitted under the Servicing Agreement.

The Notes represent (a) limited recourse obligations of the Issuer, payable solely from the cash flow generated by the Portfolio and any other assets that we may pledge to the Portfolio, including the proceeds of any sale or refinancing in respect of the assets of the Portfolio, and (b) non-recourse obligations of the Co-Issuer. To the extent that cash flow from the Portfolio and other pledged assets is insufficient to make payments in respect of the Notes, none of the shareholders, members, officers, directors, managers or incorporators of the Issuer, the Co-Issuer, the Note Administrator, the Trustee, the Servicer, the Special Servicer, any of their respective affiliates or any other person or entity will have any obligation to pay any further amounts in respect of the Notes.

The Notes have initial interest rates as follows: 1.75% plus one-month LIBOR for Class A Notes, 3.88% plus one-month LIBOR for Class B Notes and 5.25% plus one-month LIBOR for Class C Notes. Interest payments on the Notes are payable monthly, beginning on November 16, 2015, to and including August 15, 2030, the stated maturity date of the Notes. On and after May 15, 2020, the interest rate of the Class A Notes will increase to 2.25% plus one-month LIBOR. On and after June 15, 2020, the interest rate of the Class B Notes will increase to 5.38% plus one-month LIBOR. On and after July 15, 2020, the interest rate of the Class C Notes will increase to 6.75% plus one-month LIBOR. Our operating partnership may be required to advance interest payments due on the Notes subject to the conditions set forth in the Indenture.

Each Class of Notes will mature at par on August 15, 2030, unless redeemed or repaid prior thereto. Principal payments on each Class of Notes will be paid at the stated maturity in accordance with the priority

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of payments set forth in the Indenture. It is anticipated, however, that the Notes will be paid in advance of the stated maturity date in accordance with the priority of payments set forth in the Indenture. The weighted average life of the Notes is currently expected to be between 2.23 years and 2.72 years. The calculation of the weighted average lives of the Notes assumes certain collateral characteristics including that there are no prepayments, defaults, extensions or delinquencies. There is no assurance that such assumptions will be met.

Subject to certain conditions described in the Indenture, on September 15, 2017, and on any interest payment date thereafter, the Issuers may redeem the Notes and the Issuer may redeem the Preferred Shares at the direction of the holders of a majority of the Preferred Shares.

The Notes and the Preferred Shares are subject to a clean-up call redemption, in whole but not in part, at the direction the holders of a majority of the Preferred Shares, on any interest payment date on which the aggregate outstanding principal amount of the Notes has been reduced to 10% of the aggregate principal amount of the Notes outstanding on the issuance date.

The Notes are also subject to a mandatory redemption on any interest payment date on which certain tests set forth in the Indenture are not satisfied.

If certain events occur that would make the Issuer subject to paying U.S. income taxes or would make certain payments to or from the Issuer subject to withholding tax, then the holders of a majority of the Preferred Shares may require that the Issuer redeem all of the Notes.

Subject to certain conditions described in the Indenture, on September 15, 2025, and prior to each quarterly interest payment date thereafter, the Special Servicer will conduct an auction of the assets in the Portfolio. In connection therewith, if the auction results in a “successful auction,” as defined in the Indenture, the Issuers will redeem the Notes and Preferred Shares.

In addition to standard events of default, the Indenture also contains the following events of default: (1) the requirement of the Issuer, Co-Issuer or pool of assets securing the Notes to register as an investment company under the Investment Company Act and (2) the loss of the Issuer’s status as a qualified REIT subsidiary or other disregarded entity of ours.

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PROSPECTUS UPDATES

Investor Suitability Standards

The bullet under the subheading “Kansas” on page ii of the Prospectus is hereby replaced in its entirety with the following disclosure:

•   In addition to the general suitability requirements described above, it is recommended that investors should invest no more than 10% of their liquid net worth, in the aggregate, in us and securities of other non-traded real estate investment trusts. “Liquid net worth” is defined as that portion of net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities.

The bullet under the subheading “Nebraska” on page ii of the Prospectus is hereby replaced in its entirety with the following disclosure:

“•   Nebraska investors must have either (a) a minimum net worth of at least $70,000 and a minimum annual gross income of not less than $100,000, or (b) a minimum net worth of $350,000. A Nebraska investor’s aggregate investment in us and in other non-publicly traded real estate investment trusts (REITs) may not exceed ten percent (10%) of his or her net worth (exclusive of home, home furnishings, and automobiles). An investment by a Nebraska investor that is an accredited investor within the meaning of the Federal securities laws is not subject to the foregoing limitations.”

The penultimate sentence of the last paragraph of the section “Investor Suitability Standards” on page iv of the Prospectus is hereby replaced with the following disclosure:

“Alternatively, except for investors in Alabama, Arkansas, Kentucky, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Oregon or Tennessee, the requisite criteria may be met using the multi-offering subscription agreement in the form attached hereto as Appendix C-2, which may be used to purchase shares in this offering as well as shares of other products distributed by our dealer manager; provided, however, that an investor has received the relevant prospectus(es) and meets the requisite criteria and suitability standards for any such other product(s).”

Prospectus Summary

The following disclosure should be read in conjunction with the “What is Realty Finance Trust, Inc.?” subsection of the “Prospectus Summary” section on page 1 of the Prospectus, the paragraph under the “Who is your sponsor?” subsection of the “Prospectus Summary” section on page 7 of the Prospectus, the “The Advisor” and “Dealer Manager” subsections of the “Management” section on pages 85 and 88 of the Prospectus and the “Dealer Manager and Compensation We Will Pay for the Sale of Our Shares” subsection of the “Plan of Distribution” section on page 223 of the Prospectus and all similar discussions appearing throughout the Prospectus.

“On August 6, 2015, AR Capital, LLC, or ARC, the parent of our sponsor, entered into a Transaction Agreement, or the Transaction Agreement, with AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, or AMH, and an affiliate of Apollo Global Management, LLC (NYSE: APO), which, together with its consolidated subsidiaries, we refer to as Apollo, and a newly formed entity, AR Global Investments, LLC, a Delaware limited liability company, or AR Global. The Transaction Agreement provides that ARC will transfer to AR Global substantially all of the assets of its ongoing asset management business (including equity interests in its subsidiaries). AMH will contribute money and other assets to AR Global. Following the consummation of the Transaction contemplated by the Transaction Agreement, AMH will hold a 60% interest in AR Global and ARC will hold a 40% interest in AR Global. The business and affairs of AR Global will be overseen by a board of managers comprised of ten members, six of which will be appointed by AMH and four of which will be appointed by ARC. Our advisor is currently owned indirectly by ARC and following the Transaction will be owned indirectly by AR Global.

Also on August 6, 2015, RCS Capital Corporation, or RCS Capital, the parent of our dealer manager and a company under common control with ARC, announced that it has entered into an agreement with an affiliate of Apollo to sell RCS Capital’s Wholesale Distribution division, including our dealer manager, and certain related entities. Upon completion of the Transaction, our dealer manager will continue to operate as a

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standalone entity within AR Global. The current management team of our dealer manager, which is led by William E. Dwyer III, will continue to operate the day-to-day functions of the business.

The Transactions are subject to customary closing conditions and are expected to close in 2015. Upon consummation of the Transactions, our advisor, dealer manager and sponsor are expected to continue to serve in their respective capacities to us. Our independent directors unanimously endorsed the Transactions.”

The following disclosure hereby replaces the second paragraph under the question “What is Realty Finance Trust, Inc.?” on page 1 of the Prospectus. All other similar disclosures throughout the Prospectus referring to “American Realty Capital Trust V, Inc.” or “ARCT V” are hereby replaced with references to the entity’s new name, “American Finance Trust, Inc.” or “AFIN” and all similar disclosures throughout the Prospectus referring to “American Realty Capital Global Trust, Inc.” or “ARC Global” are hereby replaced with references to the entity’s new name, “Global Net Lease, Inc.” or “GNL.”

“We are one of 14 publicly offered, non-traded REITs currently sponsored or co-sponsored by the American Realty Capital group of companies, including: Phillips Edison Grocery Center REIT, Inc., a Maryland corporation organized as Phillips Edison — ARC Shopping Center REIT Inc. on October 13, 2009, or PECO; American Realty Capital — Retail Centers of America, Inc., a Maryland corporation organized on July 29, 2010, or ARC RCA; American Realty Capital Daily Net Asset Value Trust, Inc., a Maryland corporation organized on September 10, 2010, or ARC DNAV; American Realty Capital Healthcare Trust II, Inc., a Maryland corporation organized on October 15, 2012, or ARC HT II; American Finance Trust, Inc., a Maryland corporation organized as American Realty Capital Trust V. Inc. on January 22, 2013, or AFIN; Phillips Edison Grocery Center REIT II, Inc., a Maryland corporation organized as Phillips Edison — ARC Grocery Center REIT II, Inc. on June 5, 2013, or PECO II; American Realty Capital Hospitality Trust, Inc., a Maryland corporation organized on July 25, 2013, or ARC HOST; United Development Funding Income Fund V, a Maryland corporation organized on October 1, 2013, or UDF V; American Realty Capital New York City REIT, Inc., a Maryland corporation organized on December 19, 2013, or ARC NYCR; American Realty Capital Global Trust II, Inc., a Maryland corporation organized on April 23, 2014, or ARC Global II; American Realty Capital — Retail Centers of America II, Inc., a Maryland corporation organized on April 23, 2014, or ARC RCA II; American Realty Capital Healthcare Trust III, Inc., a Maryland corporation organized on April 24, 2014, or ARC HT III and American Realty Capital New York City REIT II, Inc., a Maryland corporation organized on July 1, 2014, or ARC NYCR II. Additionally, the American Realty Capital group of companies is the current sponsor of two New York Stock Exchange-listed REITs, New York REIT, Inc., or NYRT, and Global Net Lease, Inc., or GNL. The American Realty Capital group of companies is also the current co-sponsor of two business development companies, Business Development Corporation of America, a Maryland corporation organized on May 5, 2010, or BDCA, and Business Development Corporation of America II, a Maryland corporation organized on April 17, 2014, or BDCA II, and a non-traded oil and gas limited partnership, American Energy Capital Partners — Energy Recovery Program, LP, a Delaware limited partnership organized on October 30, 2013, or AERP. For additional information concerning these other American Realty Capital-sponsored programs, please see the sections in this prospectus entitled “Conflicts of Interest” and “Prior Performance Summary.”

The following disclosure is hereby added as the last sentence of the paragraph under the question “What is the experience of your investment team?” on page 2 of the Prospectus.

“Our chief executive officer, chief investment officer and senior vice president and head of originations have originated, in the aggregate, approximately $40 billion of mortgages and other commercial real estate debt products through multiple channels over the past 20 years.”

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The following disclosure hereby replaces the chart under the question “What is your investment strategy?” on page 3 of the Prospectus.

“Expected Investment Portfolio Composition

[GRAPHIC MISSING]

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The following disclosure hereby replaces the paragraph under the question “What is the experience of your principal executive officers?” on page 7 of the Prospectus.

“Our investments will be identified, evaluated, negotiated, consummated and managed by our investment team employed by our advisor, including the five principal officers of our advisor, Peter M. Budko, Donald MacKinnon, Andrew Winer, Donald R. Ramon and Boris Korotkin. Mr. Budko has served as the chief executive officer of our company and our advisor since November 2014, and previously served as executive vice president of our company and our advisor since their formation in November 2012 until January 2013, and as the president and secretary of our company and our advisor from January 2013 until November 2014. Mr. Budko has been active in the structuring and financial management of commercial real estate investments for over 11 years. Mr. Ramon has nearly 30 years of experience in finance and accounting, including substantial experience in managing debt. Each of Messrs. Budko, MacKinnon and Winer has more than 20 years of experience in structuring and managing debt. See “Management.””

The chart, including the footnotes, under the subheading “What conflicts of interest will your advisor and its affiliates face?” on page 15 of the Prospectus is hereby replaced in its entirety with the following chart:

[GRAPHIC MISSING]

(1) The investors in this offering will own registered shares of common stock in us.
(2) Our sponsor is controlled by Nicholas S. Schorsch and William M. Kahane.
(3) Our dealer manager is owned by an entity that is under common control with the parent of our sponsor.

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The following disclosure hereby replaces the paragraph under the question “What are the fees and other amounts that you will pay to the advisor, its affiliates, the dealer manager and your directors?” on page 16 of the Prospectus:

“Our advisor and its affiliates will receive compensation and reimbursement for services relating to this offering and the investment and management of our assets. We will reimburse our advisor for compensation, including salary, bonuses and related benefits, paid to our named executive officers. The most significant items of compensation and reimbursement are included in the table below. In the sole discretion of our advisor, our advisor may elect to have certain fees and commissions paid, in whole or in part, in cash or shares of our common stock. The selling commissions and dealer manager fee may vary for different categories of purchasers. The table below assumes the shares are sold through distribution channels associated with the highest possible selling commissions and dealer manager fees. No effect is given to any shares sold through our DRIP. To the extent we enter into a joint venture agreement, our advisor will be compensated on the same basis described below proportionately with our interest in the joint venture. The fees described in the table below may be increased or decreased only upon the determination of our board of directors, including a majority of our independent directors.”

The compensation disclosed in the table under the subheading “Asset Management Fees” on page 21 of the Prospectus, and all other similar disclosures appearing throughout the Prospectus, are hereby replaced in their entirety with the following disclosure:

   
“Type of Compensation   Determination of Amount   Estimated Amount for Maximum Offering (80,000,000 shares)
Asset Management Fees   We will pay our advisor or its assignees an annual fee equal to 0.75% of the cost of our assets (cost will include the principal amount funded by us to acquire or originate portfolio investments, acquisition expenses, capital expenditures and other customarily capitalized costs, but will exclude acquisition fees). Commencing on the NAV pricing date, the asset management fee will be based on the lower of 0.75% of the costs of our assets (as calculated above) and 0.75% of the fair value of our assets (fair value will consist of the market value of each portfolio investment as determined in accordance with our valuation guidelines). This fee will be payable monthly in arrears, based on assets held by us during the measurement period, adjusted for appropriate closing dates for individual investments.   Not determinable at this time. Because the fee is based on a fixed percentage of aggregate asset value, there is no maximum dollar amount of this fee.”

Risk Factors

The risk factor entitled “Because our advisor is wholly-owned by our sponsor through the initial special limited partner, the interests of the advisor and the sponsor are not separate and as a result the advisor may act in a way that is not necessarily in the investors’ interest” appearing on page 47 of the Prospectus is hereby replaced in its entirety with the following disclosure:

“Because our advisor is wholly-owned by our sponsor through Realty Finance Special Limited Partnership, LLC, the interests of the advisor and the sponsor are not separate and as a result the advisor may act in a way that is not necessarily in the investors’ interest.

Our advisor is indirectly wholly-owned by our sponsor through the Realty Finance Special Limited Partnership, LLC. Therefore, the interests of our advisor and our sponsor are not separate, and the advisor’s

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decisions may not be independent from the sponsor and may result in the advisor making decisions to act in ways that are not in the investors’ interests.”

Management

The following disclosure is hereby added after the first paragraph under the subheading “Committees of our Directors” on page 75 of the Prospectus:

“Conflicts Committee

Our board of directors has established a conflicts committee, which consists of our two independent directors. The conflicts committee evaluates the terms and conditions of any transaction between us and our affiliates, evaluates any potential conflicts of interest situations brought to its attention and, on a quarterly basis, reviews and oversees the services provided by our advisor, including the calculation of our quarterly NAV. Dr. Froehlich, our lead independent director, serves as chairman of our conflicts committee. Our board of directors has adopted a charter for the conflicts committee that sets forth its specific functions and responsibilities.”

The tabular disclosure under the subheading “Executive Officers and Directors” on page 75 of the Prospectus, and all other similar disclosures appearing throughout the Prospectus, are hereby replaced in their entirety with the following disclosure:

   
“Name   Age   Position(s)
Peter M. Budko   55   Chief Executive Officer and Chairman of the Board of Directors
Donald MacKinnon   51   President and Chief Operating Officer
Andrew Winer   47   Chief Investment Officer
Donald R. Ramon   52   Chief Financial Officer, Treasurer and Secretary
Boris Korotkin   42   Executive Vice President
Dr. Robert J. Froehlich   62   Lead Independent Director, Audit Committee Chair, Conflicts Committee Chair
Elizabeth K. Tuppeny   55   Independent Director”

Mr. Budko’s biography appearing on pages 75 – 76 of the Prospectus is hereby replaced in its entirety with the following disclosure:

“Peter M. Budko has served as the chief executive officer of our company and our advisor since November 2014 and as chairman of our board of directors since June 2015, and previously served as executive vice president of our company and our advisor since their formation in November 2012 until January 2013, and as president and secretary of our company and our advisor from January 2013 until November 2014. Mr. Budko served as a director of our company from January 2013 until November 2014. Mr. Budko served as executive vice president and chief investment officer of ARCT, the ARCT advisor and the ARCT property manager from their formation in 2007 through March 2012. Mr. Budko also served as executive vice president and chief operating officer of NYRT, the NYRT property manager and the NYRT advisor from their formation in October 2009 until March 2014. Mr. Budko has served as executive vice president and chief investment officer of the PECO advisor since its formation in December 2009. Mr. Budko served as executive vice president and chief investment officer of ARC RCA and the ARC RCA advisor from their formation in July 2010 and May 2010, respectively until December 2014. Mr. Budko served until March 2014 as executive vice president, and until February 2011 as chief investment officer, of ARC HT, the ARC HT advisor and the ARC HT property manager, in each case since their formation in August 2010. Mr. Budko served as an executive officer of ARCT III, the ARCT III advisor and the ARCT III property manager from their formation in October 2010 until the close of ARCT III’s merger with ARCP in February 2013. Mr. Budko has served as an executive officer of BDCA and the BDCA advisor since their formation in May 2010 and June 2010, respectively. Mr. Budko served as executive vice president and chief investment officer of ARC DNAV, the ARC DNAV advisor and the ARC DNAV property manager from their formation in September 2010 until December 2014. Mr. Budko also was also executive vice president and chief investment officer of ARCP and the ARCP manager from their formation December 2010 and November 2010, respectively, in each case until ARCP’s transition to self-management in January 2014. Mr. Budko served as an executive officer of GNL, the GNL advisor and the GNL property manager from their

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formation in July 2011, July 2011 and January 2012, respectively until February 2015. Mr. Budko served as executive vice president and chief investment officer of ARCT IV, the ARCT IV advisor and the ARCT IV property manager from their formation in February 2012 until the closing of the merger of ARCT IV with ARCP in January 2014. Mr. Budko served as the executive vice president of ARC HT II, the ARC HT II advisor and the ARC HT II property manager from their formation in October 2012 until March 2014. Mr. Budko has also served as chief investment officer and a director of RCAP since February 2013 and as chief investment officer of RCS Capital Management since April 2013. From January 2007 to July 2007, Mr. Budko was chief operating officer of an affiliated American Realty Capital real estate investment firm. Mr. Budko founded and formerly served as managing director and group head of the Structured Asset Finance Group, a division of Wachovia Capital Markets, LLC from 1997 – 2006. The Structured Asset Finance Group structures and invests in real estate that is net leased to corporate tenants. While at Wachovia, Mr. Budko acquired over $5 billion of net leased real estate assets. From 1987 – 1997, Mr. Budko worked in the Corporate Real Estate Finance Group at NationsBank Capital Markets (predecessor to Bank of America Securities), becoming head of the group in 1990. Mr. Budko received a B.A. in physics from the University of North Carolina.”

Mr. Radesca’s biography on page 77 of the Prospectus is hereby deleted in its entirety and replaced with the following disclosure:

Donald R. Ramon has served as the chief financial officer, treasurer and secretary of our company and our advisor since May 2015. Mr. Ramon has served as the chief financial officer, treasurer and secretary of AFIN, the AFIN advisor and the AFIN property manager since May 2015. Prior to joining our company and AFIN, Mr. Ramon worked for CMG Mortgage, Inc., or CMG, from June 2014 until September 2014 as chief financial officer for a real estate investment trust to be formed by CMG focused on investing in mortgage assets originated by CMG. From January 2009 until May 2014, Mr. Ramon served as chief financial officer of Invesco Mortgage Capital Inc., a real estate investment trust focused on residential and commercial mortgage-backed securities and mortgage loans. Mr. Ramon has nearly 30 years of experience in financial services, real estate finance accounting and operations. Mr. Ramon holds a Bachelor of Arts from the University of South Florida and is a licensed certified public accountant.”

Mr. Kahane’s biography appearing on pages 77 – 79 of the Prospectus is hereby deleted in its entirety.

The second and third paragraphs of the section entitled “The Advisor” on page 86 of the Prospectus are hereby replaced with the following disclosure:

“The officers and key personnel of our advisor are as follows:

   
Name   Age   Position
Peter M. Budko   55   Chief Executive Officer
Donald MacKinnon   51   President and Chief Operating Officer
Andrew Winer   47   Chief Investment Officer
Donald R. Ramon   52   Chief Financial Officer, Treasurer and Secretary
Boris Korotkin   42   Executive Vice President

The backgrounds of Messrs. Budko, MacKinnon, Winer, Ramon and Korotkin are described in the “Management — Executive Officers and Directors” section of this prospectus.”

The first two sentences of the fifth paragraph of the section entitled “The Advisor” on page 86 of the Prospectus are hereby replaced with the following disclosure:

“The officers and key personnel of our advisor may spend a portion of their time on activities unrelated to us. Each of the officers and key personnel of our advisor, including Messrs. Budko, MacKinnon and Ramon, is currently expected to spend a significant portion of their time on our behalf but may not always spend a majority of their time on our behalf.”

The following disclosure hereby replaces the disclosure set forth under the subheading “Dealer Manager” beginning on page 88 of the Prospectus:

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“Dealer Manager

Our dealer manager is a member firm of the Financial Industry Regulatory Authority, or FINRA. Our dealer manager was organized on August 29, 2007 for the purpose of participating in and facilitating the distribution of securities of real estate programs sponsored by American Realty Capital, its affiliates and its predecessors.

Our dealer manager provides certain wholesaling, sales, promotional and marketing assistance services to us in connection with the distribution of the shares offered pursuant to this prospectus. It also may sell a limited number of shares at the retail level. The compensation we will pay to our dealer manager in connection with this offering is described in the section of this prospectus captioned “Management Compensation.” See also “Plan of Distribution — Dealer Manager and Compensation We Will Pay for the Sale of Our Shares.” Our dealer manager also serves as dealer manager for ARC HT III, PECO II, ARC HOST, UDF V, ARC NYCR II, ARC Global II and BDCA II.

Our dealer manager is owned by an entity which is under common control with the parent of our sponsor. Accordingly, Messrs. Schorsch and Kahane indirectly control our dealer manager. Our dealer manager is an affiliate of our advisor. See the section entitled “Conflicts of Interest” in this prospectus.

   
Name   Age   Position(s)
Edward M. Weil, Jr.   48   Chairman
William E. Dwyer III   57   Chief Executive Officer
Louisa Quarto   47   President
Michael Shuckerow   44   Chief Compliance Officer
Jennifer Round   39   Chief Operating Officer
Steve Rokoszewski   39   Executive Vice President

The backgrounds of Mses. Quarto and Round and Messrs. Weil, Dwyer, Shuckerow and Rokoszewski are described below:

Edward M. Weil, Jr. has served as chairman of our dealer manager since September 2013 and was the interim chief executive officer of our dealer manager from May 2014 until September 2014 and the chief executive officer of our dealer manager from December 2010 until September 2013. Mr. Weil served as an executive officer of ARCT, the ARCT advisor and the ARCT property manager from their formation in August 2007 through March 2012. Mr. Weil served as an executive officer of NYRT, the NYRT property manager and the NYRT advisor since their formation in October 2009 until November 2014. He has served as the executive vice president and secretary of the PECO advisor since its formation in December 2009. Mr. Weil served as an executive officer of ARC RCA and the ARC RCA advisor since their formation in July 2010 and May 2010, respectively, until November 2014. Mr. Weil served as an executive officer of ARC HT, the ARC HT advisor and the ARC HT property manager from their formation in August 2010 until January 2015 when ARC HT closed its merger with Ventas, Inc. Mr. Weil has served as a director of ARCT III beginning in February 2012 and as an executive officer of ARCT III, the ARCT III advisor and the ARCT III property manager from their formation in October 2010 until the close of ARCT III’s merger with ARCP in February 2013. Mr. Weil served as an executive officer of the ARC DNAV advisor and the ARC DNAV property manager since their formation in September 2010 until November 2014, and served as a director of ARC DNAV from September 2010 until August 2014. Mr. Weil served as a director of ARCP from March 2012 until June 2014. Mr. Weil also served as an executive officer of ARCP from its formation in December 2010 until February 2013. Mr. Weil was an executive officer of GNL, the GNL advisor and the GNL property manager from their formation in July 2011, July 2011 and January 2012, respectively, until October 2014 and served as a director of GNL from May 2012 to September 2014. Mr. Weil served as the president, chief operating officer, treasurer and secretary of ARCT IV, the ARCT IV advisor and the ARCT IV property manager from their formation in February 2012 until the close of ARCT IV’s merger with ARCP in January 2014. Mr. Weil served as a director of ARCT IV from January 2014 until the close of its merger with ARCP in January 2014. Mr. Weil served as the president, treasurer and secretary of ARC HT II, the ARC HT II advisor and the ARC HT II property manager since their formation in October 2012 until November 2014, and served as their chief operating officer from October 2012 through March 2014. Mr. Weil served as the president, treasurer and secretary of us and our advisor from November 2012 until January 2013. Mr. Weil has

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served as president, chief operating officer, treasurer and secretary of AFIN, the AFIN advisor and the AFIN property manager since their formation in January 2013, and served as a director of AFIN from January 2013 to September 2014. Mr. Weil has served as the executive vice president and secretary of the BDCA advisor since its formation in June 2010. Mr. Weil served as president, chief operating officer, treasurer and secretary of the PECO II advisor from July 2013 until October 2014. Mr. Weil has served as a member of the board of directors of the ARC HOST sub-property manager from August 2013 until November 2014. Mr. Weil served as chief executive officer and president of the general partner of AEP from its formation in October 2013 until November 2014. Mr. Weil has served as president, treasurer, secretary and a director of RCAP since February 2013 and as chief executive officer since September 2014. Mr. Weil also served as treasurer and secretary of RCA II, the RCA II advisor and the RCA II property manager from April 2014 until November 2014 and previously served as RCA II’s chief operating officer and as chief operating officer of the RCA II advisor and property manager from their respective formations in December 2013 until April 2014. Mr. Weil served as president, chief operating officer, treasurer and secretary of ARC RCA II, and as president, chief operating officer, treasurer and secretary of the ARC RCA II advisor and property manager from their respective formations in April 2014 until October 2014. Mr. Weil served as president, chief operating officer, treasurer and secretary of ARC Global II, the ARC Global II advisor and the ARC Global II property manager from their respective formations in April 2014 to October 2014. Mr. Weil served as president, chief operating officer, treasurer and secretary of ARC HT III, the ARC HT III advisor and property manager from their respective formations in April 2014 until November 2014. Mr. Weil has served as president, treasurer, secretary and a director of RCS Capital since February 2013 and as chief executive officer since September 2014. Mr. Weil was formerly the senior vice president of sales and leasing for AFRT from April 2004 to October 2006, where he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Under the direction of Mr. Weil, his department was the sole contributor in the increase of occupancy and portfolio revenue through the sales of over 200 properties and the leasing of over 2.2 million square feet, averaging 325,000 square feet of newly executed leases per quarter. After working at AFRT, from October 2006 to May 2007, Mr. Weil was managing director of Milestone Partners Limited and prior to joining AFRT, from 1987 to April 2004, Mr. Weil was president of Plymouth Pump & Systems Co. Mr. Weil attended George Washington University. Mr. Weil holds FINRA Series 7, 24 and 63 licenses.

William E. Dwyer III has served as the chief executive officer of our dealer manager since September 2014. Mr. Dwyer joined our dealer manager from LPL Financial, where he held various positions from September 1992 to March 2013, including serving as President — National Sales from September 2009 to March 2013, where he was responsible for setting strategic direction for the management, satisfaction, retention and recruitment of the firm’s independent advisors. In addition, Mr. Dwyer has been a member of the Financial Services Institute since October 2005, including serving as its Chairman from January 2008 to December 2009. Mr. Dwyer was a member of the Private Client Services Committee at the Securities Industry and Financial Markets Association, or SIFMA, from January 2008 to December 2010, including serving as its Co-Chairman from January 2009 to December 2010, as well as a member of the Board of Directors of SIFMA from January 2009 to December 2012. He holds a Bachelor of Arts and Sciences degree from Boston College and holds FINRA Series 3, 7 and 63 licenses.

Louisa Quarto has served as the President of Realty Capital Securities LLC, our dealer manager, since September 2009. Ms. Quarto served as Senior Vice President and Chief Compliance Officer for our dealer manager from May 2008 until February 2009, as Executive Managing Director from November 2008 through July 2009 and Co-President from July 2009 through August 2009. Ms. Quarto also has been Senior Vice President for American Realty Capital Advisors, LLC since April 2008. Ms. Quarto’s responsibilities for Realty Capital Securities include overseeing sales, national accounts, operations and compliance activities. From February 1996 through April 2008, Ms. Quarto was with W. P. Carey & Co. LLC and its broker-dealer subsidiary, Carey Financial LLC, beginning as an Associate Marketing Director in 1996, becoming Second Vice President in 1999, Vice President in 2000 and Senior Vice President in 2004. From July 2005 through April 2008 Ms. Quarto served as Executive Director and Chief Management Officer of Carey Financial where she managed relationships with the broker-dealers that were part of the CPA REIT selling groups. Ms. Quarto earned a B.A. from Bucknell University and an M.B.A. in Finance and Marketing from The Stern School of Business at New York University. She holds FINRA Series 7, 63 and 24 licenses and is a member of the

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Investment Program Association’s, or IPA, Executive Committee, its Board of Trustees and serves as the IPA’s Treasurer and chair of its Finance Committee.

Michael Shuckerow has served as the chief compliance officer of our dealer manager since October 2014. In addition, he is currently a member of the Investment Adviser Association’s social media working group. Prior to joining our dealer manager, Mr. Shuckerow was Head of Distribution Compliance at Columbia Management from April 2008 until October 2014. From April 2005 until April 2008, Mr. Shuckerow served as Chief Compliance Officer and Senior Vice President of a multi-national joint-venture of Citigroup and State Street Bank. From April 2000 until April 2005, Mr. Shuckerow served as Associate General Counsel at UBS, as well as Deputy Chief Administrative Officer of its investment consulting division. Mr. Shuckerow earned a J.D. from St. John’s University School of Law and a B.S. from Northeastern University. He is admitted to the bar in New York and Connecticut and holds FINRA Series 7 and 24 licenses.

Jennifer Round has served as the chief operating officer of our dealer manager since December 2014. Prior to joining our dealer manager, Ms. Round was the Head of Sales Analytics and Strategy at New York Life MainStay Investments from August 2014 until December 2014, where she was responsible for sales reporting, analytics and business strategy, and served as the National Sales Desk Manager at New York Life MainStay Investments, where she oversaw an internal sales force, from July 2010 until August 2014. Ms. Round also previously served as the Vice President of Sales at Fidelity Investments from June 2008 until July 2010, where she led a team of internal sales consultants on providing advisors with charitable, wealth and tax planning solutions. She received her B.S. degree from the University of New Hampshire in 1998 and a Juris Doctorate degree from the New England School of Law in 2009. Ms. Round has her Series 7, 63 and 24 licenses.

Steve Rokoszewski joined our dealer manager in March 2009 as vice president, national sales desk manager, and is responsible for the hiring, training and the ongoing management of all our dealer manager’s internal wholesalers. In June 2010, Mr. Rokoszewski was promoted to senior vice president, and he was promoted to executive vice president in April 2012. Mr. Rokoszewski has over 12 years of experience in the financial services industry. Prior to joining our dealer manager, he was Sales Desk Manager for KBS Capital Markets Group, or KBS, from November 2005 through February 2009. While at KBS, he participated in the development of a distribution company that raised over $1.2 billion in 2008. From March 2001 through October 2005, Mr. Rokoszewski served as AVP — Sales Desk Manager for MetLife Investors, where he led a team of 24 internal wholesalers who helped raise $1.1 billion in sales in 2004. From August 1998 through March 2001, Mr. Rokoszewski was a financial advisor at PaineWebber, Inc. He received a degree in International Relations from the University of Southern California and currently holds FINRA Series 7, 24 and 63 licenses.”

The first sentence of the section entitled “Investment Decisions” on pages 90 – 91 of the Prospectus is hereby replaced with the following disclosure:

“The primary responsibility for the investment decisions of our advisor and its affiliates, and the negotiation for these investments, resides with Messrs. Budko, MacKinnon, Winer, Ramon and Korotkin, and our advisor seeks to invest in our targeted assets on our behalf that satisfy our investment objectives.”

The second paragraph of the section entitled “Certain Relationships and Related Transactions — Advisory Agreement” on page 91 of the Prospectus is hereby replaced with the following disclosure:

“Peter M. Budko, our chief executive officer, also is the chief executive officer of our advisor. Donald MacKinnon, our president and chief operating officer, also is the president and chief operating officer of our advisor. Andrew Winer, our chief investment officer, also is the chief investment officer of our advisor. Donald Ramon, our chief financial officer, treasurer and secretary, also is the chief financial officer, treasurer and secretary of our advisor. Boris Korotkin, our executive vice president, also is the executive vice president of our advisor. For a further description of this agreement, see the sections entitled “— The Advisor,” “Management Compensation” and “Conflicts of Interest” in this prospectus.”

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Management Compensation

The following disclosure hereby replaces the paragraph appearing under the heading “Management Compensation” on page 92 of the Prospectus:

“We have no paid employees. Our advisor and its affiliates manage our day-to-day affairs. The following table summarizes the most significant items of compensation and fees we pay to our advisor and its affiliates, including amounts to reimburse their costs in providing services to us. In the sole discretion of our advisor, our advisor may elect to have certain fees and commissions paid, in whole or in part, in cash or shares of our common stock. The selling commissions may vary for different categories of purchasers. See the section entitled “Plan of Distribution” in this prospectus. This table assumes the shares are sold through distribution channels associated with the highest possible selling commissions and dealer manager fee. No effect is given to any shares sold through the DRIP. To the extent we enter into a joint venture agreement, our advisor will be compensated on the same basis described below proportionately with our interest in the joint venture. The fees described in the table below may be increased or decreased only upon the determination of our board of directors, including a majority of our independent directors.”

The compensation disclosed in the table under the subheading “Asset Management Fees” on page 96 of the Prospectus, and all other similar disclosures appearing throughout the Prospectus, are hereby replaced in their entirety with the following disclosure:

   
“Type of Compensation   Determination of Amount   Estimated Amount for Maximum Offering (80,000,000 shares)
Asset Management Fees(5)   We will pay our advisor or its assignees an annual fee equal to 0.75% of the cost of our assets (cost will include the principal amount funded by us to acquire or originate portfolio investments, acquisition expenses, capital expenditures and other customarily capitalized costs, but will exclude acquisition fees). Commencing on the NAV pricing date, the asset management fee will be based on the lower of 0.75% of the costs of our assets (as calculated above) and 0.75% of the fair value of our assets (fair value will consist of the market value of each portfolio investment as determined in accordance with our valuation guidelines). This fee will be payable monthly in arrears, based on assets held by us during the measurement period, adjusted for appropriate closing dates for individual investments.   Not determinable at this time. Because the fee is based on a fixed percentage of aggregate asset value, there is no maximum dollar amount of this fee.”

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Principal Stockholders

The section entitled “Principal Stockholders” on page 103 of the Prospectus is hereby replaced with the following disclosure:

“PRINCIPAL STOCKHOLDERS

The following table provides, as of September 15, 2015, information regarding the number and percentage of shares of our common stock beneficially owned by each director, each executive officer, all directors and executive officers as a group and any person known to us to be the beneficial owner of more than 5% of our outstanding shares. As of September 15, 2015, we had 15,171 stockholders of record and 28.0 million shares of common stock outstanding. Beneficial ownership includes outstanding shares and shares which are not outstanding, but that any person has the right to acquire within 60 days after the date of this prospectus. However, any such shares which are not outstanding are not deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by any other person. Except as otherwise provided, the person named in the table has sole voting and investing power with respect to all shares beneficially owned by him.

   
Beneficial Owner(1)   Number of Shares Beneficially Owned   Percent of Class
Realty Finance Special Limited Partnership, LLC(2)     8,888           *  
AR Capital, LLC(3)     44,444           *  
William M. Kahane(2)(3)               *  
Peter M. Budko               *  
Donald MacKinnon               *  
Andrew Winer               *  
Donald R. Ramon               *  
Boris Korotkin               *  
Elizabeth K. Tuppeny     4,038 (4)          *  
Dr. Robert J. Froehlich     58,475 (5)          *  
All directors and executive officers as a group     115,845 (6)          *  

* Less than 1%.
(1) The business address of each individual or entity listed in the table is 405 Park Avenue, 14th Floor, New York, New York 10022.
(2) Realty Finance Special Limited Partnership, LLC is controlled by our sponsor, which is controlled by Messrs. Schorsch and Kahane.
(3) AR Capital, LLC is controlled by Nicholas S. Schorsch and William M. Kahane.
(4) Includes 3,199 unvested restricted shares held by Ms. Tuppeny which vest annually over a five-year period in equal installments beginning with the date of grant.
(5) Includes 3,199 unvested restricted shares held by Dr. Froehlich which vest annually over a five-year period in equal installments beginning with the date of grant.
(6) Includes 8,888 shares held by Realty Finance Special Limited Partnership, LLC and 44,444 shares held by AR Capital, LLC. See footnotes 2 and 3.”

Conflicts of Interest

The disclosure contained in the first paragraph under the subheading “Our Sponsor and its Affiliates” on page 104 of the Prospectus is hereby replaced in its entirety with the following disclosure:

“Mr. Budko is also an officer and director of BDCA and BDCA II, which are public, non-traded business development companies sponsored by the parent of our sponsor, advised by affiliates of our sponsor and for which our dealer manager acts as dealer manager. Mr. Budko is also an officer of the general partner of AERP, a non-traded oil and gas limited partnership sponsored by an entity under common control with our sponsor, advised by affiliates of our sponsor and for which our dealer manager acts as dealer manager. As of

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the date of this prospectus, our dealer manager is the dealer manager or is named in the registration statement as the dealer manager in several offerings, including some offerings in which the parent of our sponsor is the sole sponsor.”

The disclosure contained in the fourth paragraph under the subheading “Our Sponsor and its Affiliates” on pages 104 – 105 of the Prospectus is hereby replaced in its entirety with the following disclosure:

“Each of our dealer manager, our transfer agent and RCS Advisory Services, LLC, or RCS Advisory, is an indirect subsidiary of RCS Capital Corporation, or RCAP. Mr. Budko, our chief executive officer and chairman of the board of directors, is a director of RCAP. RCAP Holdings, LLC, or RCAP Holdings, which is directly or indirectly controlled by Mr. Schorsch and Mr. Kahane, owns the only outstanding share of RCAP’s Class B common stock. Under RCAP’s certificate of incorporation, RCAP Holdings, as the holder of one share of Class B common stock, has one vote more than 50% of the voting rights of RCAP, and thereby controls RCAP and its subsidiaries, which includes our dealer manager, our transfer agent and RCS Advisory. As a result, our dealer manager, our transfer agent and RCS Advisory are under common control with our sponsor. The Class B common stock has no economic rights.”

The following disclosure hereby replaces the first sentence of the last paragraph under the subheading “Our Sponsor and its Affiliates” on page 105 of the Prospectus.

“RCAP, an entity under common control with the parent of our sponsor, has assembled a retail advice platform consisting of the Cetera Financial Group, Summit Brokerage, Investors Capital, First Allied, The Legend Group, Girard Securities, VSR Financial, and J.P. Turner & Company.”

The disclosure contained in the sixth bullet appearing under the subheading “Certain Conflict Resolution Procedures” on page 112 of the Prospectus is hereby replaced with the following disclosure:

“We have entered into an investment opportunity allocation agreement with AFIN, an entity affiliated with our sponsor. Because we and AFIN both invest in commercial real estate debt investments, or CRE Debt Investments, the investment opportunity allocation agreement provides for the delineation of our respective rights and obligations in connection with potential CRE Debt Investments. Pursuant to this investment opportunity allocation agreement, AFIN shall have priority over us with respect to potential CRE Debt Investments valued at $75.0 million and above, except as may otherwise be agreed upon by the board of directors and by AFIN’s board of directors. For all other potential CRE Debt Investments that both the investment committee of our advisor and the investment committee of AFIN’s advisor determine is appropriate for us and for AFIN, respectively, based upon the respective portfolio composition of us and AFIN, and assuming that both we and AFIN have sufficient capital to make and support such a CRE Debt Investment, then the origination or acquisition of such potential CRE Debt Investment shall be allocated to the entity that has not originated or acquired a CRE Debt Investment for the longest period of time. If both we and AFIN last acquired a CRE Debt Investment on the same date, then the allocation of such potential CRE Debt Investment shall be to the entity with the smaller portfolio of CRE Debt Investments based on the aggregate outstanding principal balance of such investments.”

Description of Portfolio Investments

The following disclosure is hereby inserted as a new section under “Description of Portfolio Investments —  Stony Point Shopping Center Mortgage Loan” on page 143 of the Prospectus.

“Hotel Madeline Mortgage Loan

On August 25, 2014, we, through our operating partnership, originated a mortgage loan in the total original principal amount of $38.0 million (including a future funding amount of $9.0 million) secured by a first priority mortgage on the fee interest in Hotel Madeline, a 170-unit luxury resort hotel and condominium property, originally built in 2009, located in the community of Mountain Village in Telluride, Colorado.

The borrower intends to revamp operations at the property through strategic renovations and hiring a management team experienced in high-end resort hotels. Additionally, the borrower has commenced a marketing campaign for condominium sales, which has already resulted in the execution of sales at prices above the borrower’s pro-forma estimates. The loan is well structured with the net proceeds from condominium sales being utilized to pay down the loan, thereby reducing our loan basis while hotel

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operations continue to ramp up. Simultaneously with the sale of condominium units, the borrower will market its Madeline Rental Management Program, or RMP, which allows condominium owners to enroll their respective condominium units in the RMP, thereby generating split revenue for both the property and the condominium owners.

The property has an “as-is” appraised value of $68.8 million as of August 18, 2014. Based upon such appraisal, the fully funded mortgage loan represents a 55.3% loan-to-value ratio. At stabilization, the underwritten cash flow available for debt service (net operating income less reserves) is projected to exceed forward debt service payments related to the property by 1.15x (calculated by dividing cash flow available for debt service by the projected annual debt service to be paid in connection with the mortgage loan for the next year).

Carrying a term of five years with no extension options, the mortgage loan (requiring monthly payments of interest only) bears interest at a floating rate equal to 1-month LIBOR plus 5.50% per annum, subject to interest rate increases in the event of a default.

Lincoln Park West Mortgage Loan

On September 10, 2014, we, through our operating partnership, originated a mortgage loan in the total original principal amount of $9.45 million secured by a first priority mortgage on the fee interest in the 100% leased and occupied retail component of Lincoln Park West, a mixed-use (office over retail) asset located in the upscale neighborhood of Lincoln Park West in Chicago, Illinois. Originally built in 1934, the 37,615 square feet property benefits from strong demand among existing tenants who have occupied the property for an average of 19 years. Two of the four tenants are PNC and Starbucks, both of which are investment grade. The property has an “as-is” appraised value of $13.65 million as of July, 2014. Based upon such appraisal and the $9.45 million loan amount, the mortgage loan represents a 69% loan-to-value ratio. At closing, the underwritten cash flow available for debt service (net operating income less reserves) exceeds forward debt service payments related to the property by 1.75x (calculated by dividing cash flow available for debt service by the projected annual debt service to be paid in connection with the mortgage loan for the next year).

The mortgage loan has an initial term of three years, subject to two one-year extension options, the exercise of which is conditioned upon the borrower’s satisfaction of certain financial tests and other customary requirements. The mortgage loan (requiring monthly payments of interest only) bears interest at a floating rate equal to 1-month LIBOR plus 4.90% per annum, subject to interest rate increases in the case of a default.

Lake Village of Auburn Hills Mortgage Loan

On July 30, 2015, we, through our operating partnership, originated a mortgage loan in the total original principal amount of $47.6 million (including a future funding amount of $8.4 million) secured by a first priority mortgage on the fee interest in a 584-unit multifamily asset located in Auburn Hills, Michigan (25 miles north of Detroit in the Pontiac/Waterford submarket directly across from Michigan’s only high-end outlet mall). The property was originally built in 1998 and renovated in 2000. The borrower plans to invest $8.4 million ($14,384/unit) toward upgrading the property, 70% applied toward upgrading unit interiors and 30% toward the exterior of the property. Through these renovations, occurring immediately on vacant units when leases roll, the borrower anticipates raising rents by 25% over the course of three years, bringing the property to market occupancy (the submarket currently has an average vacancy rate of 2.6%). Amenities at the property include an outdoor swimming pool and hot tub, a garden area, two volleyball courts, one tennis court and a clubhouse. The property has an “as-is” appraised value of $50.6 million as of June 2015. Based upon such appraisal and the $39.2 million initially funded loan amount, the mortgage loan represents a 77% loan-to-value ratio. At closing, the underwritten cash flow available for debt service (net operating income less reserves) exceeds forward debt service payments related to the property by 1.52x (calculated by dividing cash flow available for debt service by the projected annual debt service to be paid in connection with the mortgage loan for the next year).

The mortgage loan has an initial term of three years, subject to two one-year extension options, the exercise of which is conditioned upon the borrower’s satisfaction of certain financial tests and other customary requirements. The mortgage loan (requiring monthly payments of interest only) bears interest at a floating rate equal to 1-month LIBOR plus 4.25% per annum, subject to interest rate increases in the case of a default.”

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The disclosure contained in the first paragraph under the subheading “Loan Repo Facilities” on page 154 of the Prospectus is hereby replaced in its entirety with the following disclosure:

“On June 18, 2014, we, through our indirect wholly-owned subsidiary, RFT JPM Loan, LLC, entered into an Uncommitted Master Repurchase Agreement, or an UMRA, with JP Morgan Chase Bank, National Association, or the JPM Repo Facility, as amended on June 23, 2015. The JPM Repo Facility generally provides for up to $150.0 million in advances, subject to adjustment, and for up to $250.0 million in advances between June 23, 2015 and September 29, 2015. We use such advances to finance the acquisition or origination of eligible loans, including first mortgage loans, junior mortgage loans, mezzanine loans and participation interests therein. Advances under the JPM Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate (with a floor set at 0.0%) plus (ii) a margin of between 2.25% to 4.50%, depending on the attributes of the purchased assets. The initial maturity date of the JPM Repo Facility is June 18, 2016, with a one-year extension at our option, which may be exercised upon the satisfaction of certain conditions. As of June 30, 2015 we had $156.2 million outstanding under the JPM Repo Facility.”

The compensation disclosed under the subheading “Asset Management Fee” on page 159 of the Prospectus, and all other similar disclosures appearing throughout the Prospectus, are hereby replaced in their entirety with the following disclosure:

Asset Management Fee

Our Advisor, or its affiliates, receives an annual asset management fee equal to 0.75% of the cost of our assets. Commencing on the NAV pricing date, the asset management fee will be based on the lower of 0.75% of the cost of our assets and 0.75% of the fair value of our assets (fair value will consist of the market value of each portfolio investment as determined in accordance with our valuation guidelines). This fee will be paid monthly in arrears, based on assets held by us during the measurement period adjusted for the appropriate closing dates for individual investments.”

Incorporation of Certain Information by Reference

The section “Incorporation of Certain Information by Reference” on page 235 is hereby replaced with the following disclosure:

“We have elected to “incorporate by reference” certain information into this prospectus. By incorporating by reference, we are disclosing important information to you by referring you to documents we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus. You may read and copy any document we have electronically filed with the SEC at the SEC’s public reference room in Washington, D.C. at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the operation of the public reference room. In addition, any document we have electronically filed with the SEC is available at no cost to the public over the Internet at the SEC’s web site at www.sec.gov. You can also access documents that are incorporated by reference into this prospectus at our website, http://www.realtyfinancetrust.com.

The following documents filed with the SEC are incorporated by reference in this prospectus, except for any document or portion thereof deemed to be “furnished” and not filed in accordance with SEC rules:

Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on April 24, 2015, as amended by the Form 10-K/A filed with the SEC on April 29, 2015;
Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 15, 2015;

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Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed with the SEC on August 11, 2015; and
Current Reports on Form 8-K, filed with the SEC on January 6, 2015, January 28, 2015, February 2, 2015, February 17, 2015, May 15, 2015, May 27, 2015, June 23, 2015, August 7, 2015, September 30, 2015 and October 23, 2015.

We will provide to each person to whom this prospectus is delivered, including any beneficial owner, a free copy of any or all of the reports or documents that have been incorporated by reference into this prospectus but not delivered with this prospectus, upon written or oral request. To receive a free copy of any of the reports or documents incorporated by reference in this prospectus, other than exhibits, unless they are specifically incorporated by reference in those documents, write or call us at One Beacon Street, 14th Floor, Boston, MA 02108, 1-877-373-2522, Attn: Investor Services. The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.”

Subscription Agreement

The form of subscription agreement contained in Appendix C-1 of the Prospectus is hereby replaced with the revised form of subscription agreement attached to this Supplement No. 8 as Appendix C-1. The revised form of subscription agreement supersedes and replaces the form of subscription agreement contained in the Prospectus.

Multi-Offering Subscription Agreement

The form of multi-offering subscription agreement contained in Appendix C-2 of the Prospectus is hereby replaced with the revised form of subscription agreement attached to this Supplement No. 8 as Appendix C-2. The revised form of subscription agreement supersedes and replaces the form of multi-offering subscription agreement contained in the Prospectus.

Privacy Policy Notice

The privacy policy notice contained in Appendix G to the Prospectus is hereby replaced with the privacy policy notice attached to this Supplement No. 8 as Appendix G.

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APPENDIX G
 
PRIVACY POLICY NOTICE
REALTY FINANCE TRUST, INC.
 
PRIVACY POLICY NOTICE

OUR COMMITMENT TO PROTECTING YOUR PRIVACY.  We consider customer privacy to be fundamental to our relationship with our stockholders. In the course of servicing your account, we collect personal information about you (“Non-Public Personal Information”). We collect this information to know who you are so that we can provide you with products and services that meet your particular financial and investing needs, and to meet our obligations under the laws and regulations that govern us.

We are committed to maintaining the confidentiality, integrity and security of our stockholders’ personal information. It is our policy to respect the privacy of our current and former stockholders and to protect the personal information entrusted to us. This Privacy Policy Notice (the “Policy”) describes the standards we follow for handling your personal information and how we use the information we collect about you.

Information We May Collect.  We may collect Non-Public Personal Information about you from the following sources:

Information on applications, subscription agreements or other forms. This category may include your name, address, e-mail address, telephone number, tax identification number, date of birth, marital status, driver’s license, citizenship, number of dependents, assets, income, employment history, beneficiary information and personal bank account information.
Information about your transactions with us, our affiliates and others, such as the types of products you purchase, your account balances, transactional history and payment history.
Information obtained from others. This may include information about your creditworthiness, debts, financial circumstances and credit history, including any bankruptcies and foreclosures.

Why We Collect Non-Public Personal Information.  We collect information from and about you:

in order to identify you as a customer;
in order to establish and maintain your customer accounts;
in order to complete your customer transactions;
in order to market investment products or services that may meet your particular financial and investing circumstances;
in order to communicate and share information with your broker/dealer, financial advisor, IRA custodian, joint owners and other similar parties acting at your request and on your behalf; and
in order to meet our obligations under the laws and regulations that govern us.

Persons to Whom We May Disclose Information.  We may disclose all types of Non-Public Personal Information about you to the following third parties and in the circumstances described below, as permitted by applicable laws and regulations.

Our Affiliated Companies.  We may offer investment products and services through certain of our affiliated companies, and we may share all of the Non-Public Personal Information we collect on you with such affiliates. We believe that by sharing information about you and your accounts among our companies, we are better able to serve your investment needs and to suggest services or educational materials that may be of interest to you. You may limit the information we share with our affiliate companies as described at the end of this notice below.
Nonaffiliated Financial Service Providers and Joint Marketing Partners.  From time to time, we use outside companies to perform services for us or functions on our behalf, including marketing of our own investment products and services or marketing products or services that we may offer jointly with other financial institutions. We may disclose all of the Non-Public Personal Information we

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collect as described above to such companies. However, before we disclose Non-Public Personal Information to any of our service providers or joint marketing partners, we require them to agree to keep your Non-Public Personal Information confidential and secure and to use it only as authorized by us.
Other Nonaffiliated Third Parties.  We do not sell or share your Non-Public Personal Information with nonaffiliated outside marketers, for example, retail department stores, grocery stores or discount merchandise chains, who may want to offer you their own products and services. However, we also may use and disclose all of the Non-Public Personal Information we collect about you to the extent permitted by law. For example, to:
correct technical problems and malfunctions in how we provide our products and services to you and to technically process your information;
protect the security and integrity of our records, website and customer service center;
protect our rights and property and the rights and property of others;
take precautions against liability;
respond to claims that your information violates the rights and interests of third parties;
take actions required by law or to respond to judicial process;
assist with detection, investigation or reporting of actual or potential fraud, misrepresentation or criminal activity; and
provide personal information to law enforcement agencies or for an investigation on a matter related to public safety to the extent permitted under other provisions of law.

Protecting Your Information.  Our employees are required to follow the procedures we have developed to protect the integrity of your information. These procedures include:

Restricting physical and other access to your Non-Public Personal Information to persons with a legitimate business need to know the information in order to service your account.
Contractually obligating third parties doing business with us to comply with all applicable privacy and security laws.
Providing information to you only after we have used reasonable efforts to assure ourselves of your identity by asking for and receiving from you information only you should know.
Maintaining reasonably adequate physical, electronic and procedural safeguards to protect your information.

Former Customers.  We treat information concerning our former customers the same way we treat information about our current customers.

Keeping You Informed.  We will send you a copy of this Policy annually. We also will send you all changes to this Policy as they occur. You have the right to “opt out” of this Policy by notifying us in writing.

QUESTIONS?
 
If you have any questions about this Policy,
please do not hesitate to call Donald Ramon at (212) 415-6500.

Your Right to Limit our Information Sharing with Affiliates

This Privacy Policy applies to Realty Finance Trust, Inc. Federal law gives you the right to limit some but not all marketing from our affiliates. Federal law also requires us to give you this notice to tell you about your choice to limit marketing from our affiliates. You may tell us not to share information about your creditworthiness with our affiliated companies, except where such affiliate is performing services for us. We may still share with them other information about your experiences with us. You may limit our affiliates in the American Realty Capital group of companies, such as our securities affiliates, from marketing their products

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or services to you based on your personal information that we collect and share with them. This information includes your account and investment history with us and your credit score.

If you want to limit our sharing of your information with our affiliates, you may contact us:

By telephone at:
By mail: Mark your choices below, fill in and send to:
REALTY FINANCE TRUST, INC.
405 Park Avenue New York,
New York 10022

o Do not share information about my creditworthiness with your affiliates for their everyday business purposes.
o Do not allow your affiliates to use my personal information to market to me.

Name:
Signature:

Your choice to limit marketing offers from our affiliates will apply for at least 5 years from when you tell us your choice. Once that period expires, you will receive a renewal notice that will allow you to continue to limit marketing offers from our affiliates for at least another 5 years. If you have already made a choice to limit marketing offers from our affiliates, you do not need to act again until you receive a renewal notice. If you have not already made a choice, unless we hear from you, we can begin sharing your information 30 days from the date we sent you this notice. However, you can contact us at any time to limit our sharing as set forth above.

Residents of some states may have additional privacy rights. We adhere to all applicable state laws.

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REALTY FINANCE TRUST, INC.

80,000,000 shares of common stock — maximum offering

Realty Finance Trust, Inc. is a Maryland corporation formed on November 15, 2012 primarily to acquire, originate and manage a diversified portfolio of commercial real estate debt secured by properties located both within and outside of the United States. We may also invest in commercial real estate securities and commercial real estate properties. We conduct our operations to qualify as a real estate investment trust for U.S. federal income tax purposes, or REIT, commencing with our tax year ended December 31, 2013.

We are offering up to 80,000,000 shares of our common stock on a reasonable best efforts basis through Realty Capital Securities, LLC, our dealer manager, in our primary offering at a per share price of up to $25.00 (including the maximum allowed to be charged for commissions and fees, subject to certain discounts as described in this prospectus). We also are offering up to 16,842,105 shares of our common stock pursuant to our distribution reinvestment plan, or DRIP, at a price initially equal to $23.75 per share, which is 95% of the primary offering price. Beginning with the NAV pricing date (as described below), the per share price for shares in our primary offering and our DRIP will vary quarterly and will be equal to our per share net asset value, or NAV, as determined by our advisor, divided by the number of shares of our common stock outstanding as of the end of the business day immediately preceding the day on which we make our quarterly periodic filing, plus, in the case of our primary offering, applicable commissions and fees. For purposes of this prospectus, the NAV pricing date means the date on which we file our Quarterly Report on Form 10-Q (or our Annual Report on Form 10-K should such filing constitute the applicable quarterly financial filing) with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, for the second full fiscal quarter following February 12, 2015, which is two years from the effective date of this offering. We reserve the right to reallocate the shares of common stock we are offering between our primary offering and the DRIP.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 32 for a discussion of the risks that should be considered in connection with your investment in our common stock, including:

We have a limited operating history and no established financing sources, except as set forth in this prospectus.
Our organizational documents permit us to pay distributions from any source, including unlimited amounts from offering proceeds. Any of these distributions may reduce the amount of capital we ultimately invest in our targeted assets and negatively impact the value of your investment, especially if a substantial portion of our distributions are paid from offering proceeds.
If distributions are declared and paid, the amount of the distributions paid may decrease or distributions may be eliminated at any time. Due to the risks involved in the ownership of commercial real estate investments, there is no guarantee of any return on your investment and you may lose all or a portion of your investment.
You will not have the opportunity to evaluate a significant portion of our investments before we make them.
The collateral securing our commercial real estate debt and commercial real estate securities may decrease in value or lose all value over time, which could adversely affect our operations.
Our borrowers may not be able to make debt service payments to us due to changes in economic conditions, regulatory requirements and other factors.
We depend on our advisor to select investments and conduct our operations. Adverse changes in the financial condition of our advisor or our relationship with our advisor could adversely affect us.
No public trading market currently exists for our shares of common stock, nor may a public market ever exist, and we are not obligated to effectuate a liquidity event by a specified date or at all. Our stockholders may hold shares of our common stock indefinitely.
We established the initial offering price on an arbitrary basis; as a result, the actual value of your investment may be substantially less than what you pay.
Our share repurchase program is subject to numerous restrictions, may be cancelled at any time and should not be relied upon as a means of liquidity.
There are substantial conflicts among the interests of our stockholders, our interests and the interests of our advisor, sponsor, dealer manager and our and their respective affiliates, which could result in decisions that are not in the best interests of our stockholders.
Our sponsor currently sponsors other non-traded, publicly offered investment programs which invest generally in real estate assets, but not primarily in our target assets, most of which have substantially more resources than we do.
Our investment policies may be changed without stockholder consent.
We are obligated to pay substantial fees to our advisor, which may result in our advisor recommending riskier investments.
We may incur substantial debt, which could hinder our ability to pay distributions to our stockholders or could decrease the value of your investment if income on, or the value of, the property securing the debt falls.
Our failure to continue to qualify as a REIT would result in higher taxes, may adversely affect our operations, would reduce the amount of income available for distribution and would limit our ability to make distributions to our stockholders.
To the extent we invest in commercial real estate structured securities, we will be subject to risks relating to the volatility in the value of our assets and underlying collateral, default on underlying income streams, fluctuations in interests rates, decreased value and liquidity of the investments and other risks.
Commencing on the NAV pricing date, the offering price and repurchase price for our shares, including shares sold pursuant to our DRIP, will be based on our NAV, which may not accurately reflect the value of our assets.
There are limitations on ownership and transferability of our shares. See “Description of Capital Stock — Restrictions on Ownership and Transfer.”

Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of our common stock, determined if this prospectus is truthful or complete or passed on or endorsed the merits of our offering. Any representation to the contrary is a criminal offense. The use of projections or forecasts in our offering is prohibited. No one is permitted to make any oral or written predictions about the cash benefits or tax consequences you will receive from your investment in shares of our common stock.

This offering will end no later than February 12, 2016, which is three years from the effective date of this offering, unless extended under SEC rules. This offering must be registered in every state in which we offer or sell shares. Generally, these registrations are for a period of one year. Thus, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. On May 14, 2013, we received aggregate subscriptions equal to $2.0 million in shares of our common stock, satisfied our minimum offering requirement and broke general escrow. As part of this general escrow, we sold $1.0 million in shares of common stock to our sponsor, American Realty Capital VIII, LLC, at a per share price of $22.50. As of April 21, 2015, we received aggregate subscriptions of approximately $505.7 million. Accordingly, we are now accepting subscriptions from residents of all states.

   
  Per Share(1)   Maximum Offering
Public offering price, primary shares   $ 25.00     $ 2,000,000,000  
Public offering price, distribution reinvestment plan   $ 23.75     $ 399,999,993.75  
Selling commissions and dealer manager fee(2)   $ 2.50     $ 200,000,000  
Proceeds to us, before expenses(3)   $ 22.50     $ 1,800,000,000  

(1) The per share purchase price for our shares in this primary offering will initially be $25.00. Commencing on the NAV pricing date, we will offer our shares at a price equal to our per share NAV, plus applicable selling commissions and dealer manager fees.
(2) Selling commissions and the dealer manager fee are paid only for primary shares and will equal 7% and 3% of aggregate gross proceeds, respectively. Each are payable to our dealer manager. Selling commissions will be reduced in connection with sales of certain minimum numbers of shares. See “Plan of Distribution — Volume Discounts.”
(3) Does not include proceeds from shares sold pursuant to the DRIP for which investors do not pay selling commissions or dealer manager fees.


 

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INVESTOR SUITABILITY STANDARDS

An investment in our common stock involves significant risk and is suitable only for persons who have adequate financial means, desire a relatively long-term investment and will not need immediate liquidity from their investment. To the extent that you qualify as an “institutional investor” for the purposes of a state exemption from registration in your state of residence, these suitability standards do not apply to you. Persons who meet this standard and seek to diversify their personal portfolios with a finite-life, real estate-based investment, which among its benefits hedges against inflation and the volatility of the stock market, seek to receive current income, seek to preserve capital, wish to obtain the benefits of potential long-term capital appreciation and who are able to hold their investment for a time period consistent with our liquidity plans are most likely to benefit from an investment in our company. On the other hand, we caution persons who require immediate liquidity or guaranteed income, or who seek a short-term investment not to consider an investment in our common stock as meeting these needs. Notwithstanding these investor suitability standards, potential investors should note that investing in shares of our common stock involves a high degree of risk and should consider all the information contained in this prospectus, including the “Risk Factors” section contained herein, in determining whether an investment in our common stock is appropriate.

In order to purchase shares in this offering, you must:

meet the applicable financial suitability standards as described below; and
purchase at least the minimum number of shares as described below.

We have established suitability standards for initial stockholders and subsequent purchasers of shares from our stockholders. These suitability standards require that a purchaser of shares have, excluding the value of a purchaser’s home, home furnishings and automobiles, either:

minimum net worth of at least $250,000; or
minimum annual gross income of at least $70,000 and a minimum net worth of at least $70,000.

The minimum purchase is 100 shares ($2,500). You may not transfer fewer shares than the minimum purchase requirement. In addition, you may not transfer, fractionalize or subdivide your shares so as to retain less than the number of shares required for the minimum purchase. In order to satisfy the minimum purchase requirements for individual retirement accounts, or IRAs, unless otherwise prohibited by state law, a husband and wife may jointly contribute funds from their separate IRAs if each such contribution is made in increments of $100. You should note that an investment in shares of our common stock will not, in itself, create a retirement plan and that, in order to create a retirement plan, you must comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, or the Code.

Several states have established suitability requirements that are more stringent than the standards that we have established and described above. Shares in this offering will be sold to investors in these states only if they meet the special suitability standards set forth below. In each case, these special suitability standards exclude from the calculation of net worth or liquid net worth the value of the investor’s home, home furnishings and automobiles.

General Standards for all Investors

Investors must have either (a) a net worth of at least $250,000 or (b) an annual gross income of $70,000 and a minimum net worth of $70,000.

Alabama

In addition to the general suitability requirements described above, shares will only be sold to Alabama residents that represent that they have a liquid net worth of at least 10 times the amount of their investment in this real estate investment program and other similar programs.

California

In addition to the general suitability requirements described above, investors’ maximum investment in our shares will be limited to 10% of the investor’s net worth (exclusive of home, home furnishings and automobiles).

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Iowa

Iowa investors must have an annual income of $70,000 and a minimum Net Worth of $100,000 (exclusive of home, auto and furnishings) or, in the alternative a Net Worth of $350,000 (exclusive of home, auto and furnishings). The investor’s maximum aggregate investment in our common stock and other non-publicly traded direct participation programs may not exceed ten percent (10%) of his or her liquid net worth. “Liquid net worth” is defined as that portion of net worth (total assets exclusive of home, auto and home furnishings minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities.

Kansas

In addition to the general suitability requirements described above, it is recommended that investors should invest, in the aggregate, no more than 10% of their liquid net worth in our shares and securities of other real estate investment trusts. “Liquid net worth” is defined as that portion of net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities.

Kentucky

Investors must have either (a) a net worth of $250,000 or (b) a gross annual income of at least $70,000 and a net worth of at least $70,000, with the amount invested in this offering not to exceed 10% of the Kentucky investor’s liquid net worth.

Massachusetts

Investors must have either (a) a minimum net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a net worth of at least $70,000. The investor’s maximum investment in us and our affiliates cannot exceed 10% of the Massachusetts resident’s net worth.

Maine

The Maine Office of Securities recommends that an investor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.

Michigan

The maximum investment allowable in us for a Michigan investor is 10% of his or her net worth.

Missouri

In addition to the general suitability requirements described above, no more than ten percent (10%) of any one Missouri investor’s liquid net worth shall be invested in the securities registered by us for this offering with the Missouri Securities Division.

Nebraska

Nebraska investors must have either (a) a minimum net worth of at least $70,000 and a minimum annual gross income of not less than $100,000, or (b) a minimum net worth of $350,000. A Nebraska investor’s investment in us and in other non-publicly traded real estate investment trusts and other non-publicly traded direct participation programs (including oil and gas programs, equipment leasing programs, business development companies (BDCs) and commodity pools) may not exceed ten percent (10%) of his or her net worth. An investment by a Nebraska investor that is an accredited investor within the meaning of the Federal securities laws is not subject to the foregoing limitations.

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New Jersey

A New Jersey investor must have either, (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of at least $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities. In addition, a New Jersey investor’s investment in us, shares of our affiliates and other non-traded real estate investment programs may not exceed ten percent (10%) of his or her liquid net worth.

New Mexico

An investor must have either (a) a minimum net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a net worth of at least $70,000. A New Mexico investor’s aggregate investment in us, shares of our affiliates and in other non-traded real estate investment programs may not exceed ten percent (10%) of his or her liquid net worth. “Liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings and automobiles minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities.

North Dakota

North Dakota investors must represent that, in addition to the general suitability requirements described above, they have a net worth of at least ten times their investment in our offering.

Ohio

An investor must have either (a) a minimum net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a net worth of at least $70,000. An Ohio investor’s aggregate investment in us, shares of our affiliates and in other non-traded real estate investment programs may not exceed ten percent (10%) of his or her liquid net worth. “Liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings and automobiles minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities.

Oregon

An investor must have either (a) a minimum net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a net worth of at least $70,000. The investor’s maximum investment in us and our affiliates also cannot exceed 10% of the Oregon resident’s net worth.

Pennsylvania

The maximum investment allowable in us for a Pennsylvania investor is 10% of his or her net worth.

Tennessee

A Tennessee resident’s investment must not exceed ten percent (10%) of his or her liquid net worth (exclusive of home, home furnishings and automobiles).

In the case of sales to fiduciary accounts (such as an IRA, Keogh Plan or pension or profit-sharing plan), these minimum suitability standards must be satisfied by the beneficiary, the fiduciary account, or by the donor or grantor who directly or indirectly supplies the funds to purchase our common stock if the donor or the grantor is the fiduciary. Prospective investors with investment discretion over the assets of an individual retirement account, employee benefit plan or other retirement plan or arrangement that is covered by the Employee Retirement Income Security Act of 1974, as amended, or ERISA, or Code Section 4975 should carefully review the information in the section of this prospectus entitled “Investment by Tax-Exempt Entities and ERISA Considerations.” Any such prospective investors are required to consult their own legal and tax advisors on these matters.

In the case of gifts to minors, the minimum suitability standards must be met by the custodian of the account or by the donor.

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In order to ensure adherence to the suitability standards described above, requisite criteria must be met, as set forth in the subscription agreement in the form attached hereto as Appendix C-1. In addition, our sponsor, our dealer manager and the soliciting dealers, as our agents, must make every reasonable effort to determine that the purchase of our shares is a suitable and appropriate investment for an investor. In making this determination, the soliciting dealers will rely on relevant information provided by the investor in the investor’s subscription agreement, including information regarding the investor’s age, investment objectives, investment experience, income, net worth, financial situation, other investments, and any other pertinent information including whether (i) the participant is or will be in a financial position appropriate to enable him to realize the benefits described in the prospectus, (ii) the participant has a fair market net worth sufficient to sustain the risks inherent in the investment program and (iii) the investment program is otherwise suitable for the participant. Alternatively, except for investors in Alabama, Arkansas, Maryland, Massachusetts or Tennessee, the requisite criteria may be met using the multi-offering subscription agreement in the form attached hereto as Appendix C-2, which may be used to purchase shares in this offering as well as shares of other products distributed by our dealer manager; provided, however, that an investor has received the relevant prospectus(es) and meets the requisite criteria and suitability standards for any such other product(s). Executed subscription agreements will be maintained in our records for six years.

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RESTRICTIONS IMPOSED BY THE USA PATRIOT ACT AND RELATED ACTS

In accordance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, or the “USA PATRIOT Act”, the shares of common stock offered hereby may not be offered, sold, transferred or delivered, directly or indirectly, to any “unacceptable investor,” which means anyone who is:

a “designated national,” “specially designated national,” “specially designated terrorist,” “specially designated global terrorist,” “foreign terrorist organization,” or “blocked person” within the definitions set forth in the Foreign Assets Control Regulations of the U.S. Treasury Department;
acting on behalf of, or an entity owned or controlled by, any government against whom the U.S. maintains economic sanctions or embargoes under the Regulations of the U.S. Treasury Department;
within the scope of Executive Order 13224 — Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001;
subject to additional restrictions imposed by the following statutes or regulations, and executive orders issued thereunder: the Trading with the Enemy Act, the Iraq Sanctions Act, the National Emergencies Act, the Antiterrorism and Effective Death Penalty Act of 1996, the International Emergency Economic Powers Act, the United Nations Participation Act, the International Security and Development Cooperation Act, the Nuclear Proliferation Prevention Act of 1994, the Foreign Narcotics Kingpin Designation Act, the Iran and Libya Sanctions Act of 1996, the Cuban Democracy Act, the Cuban Liberty and Democratic Solidarity Act and the Foreign Operations, Export Financing and Related Programs Appropriation Act or any other law of similar import as to any non-U.S. country, as each such act or law has been or may be amended, adjusted, modified or reviewed from time to time; or
designated or blocked, associated or involved in terrorism, or subject to restrictions under laws, regulations, or executive orders as may apply in the future similar to those set forth above.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Statements regarding the following subjects may be impacted by a number of risks and uncertainties which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements:

our use of the proceeds of this offering;
our business and investment strategy;
our ability to make investments in a timely manner or on acceptable terms;
current credit market conditions and our ability to obtain long-term financing for our real estate-related investments in a timely manner and on terms that are consistent with what we project when we invest;
the effect of general market, real estate market, economic and political conditions, including the recent economic slowdown and dislocation in the global credit markets;
our ability to make scheduled payments on our debt obligations;
our ability to generate sufficient cash flows to make distributions to our stockholders;
the degree and nature of our competition;
the availability of qualified personnel;
our ability to qualify and maintain our qualification as a REIT; and
other subjects referenced in this prospectus, including those set forth under the caption “Risk Factors.”

The forward-looking statements contained in this prospectus reflect our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our common stock.

This prospectus contains estimates and other statistical data that we obtained or derived from, or that we estimated in good faith based partly on, industry publications, surveys, forecasts and reports, governmental publications, reports by market research firms or other independent sources. Industry publications generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we have not independently verified the accuracy or completeness of the data contained in these industry publications and reports, based on our industry experience we believe that the publications are reliable and the conclusions contained in the publications and reports are reasonable.

For more information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see “Risk Factors.” We disclaim any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

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REALTY FINANCE TRUST, INC.
 
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INVESTOR SUITABILITY STANDARDS     i  
RESTRICTIONS IMPOSED BY THE USA PATRIOT ACT AND RELATED ACTS     v  
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS     vi  
PROSPECTUS SUMMARY     1  
RISK FACTORS     32  
Risks Related to an Investment in Realty Finance Trust, Inc.     32  
Risks Related to Conflicts of Interest     38  
Risks Related to This Offering and Our Corporate Structure     41  
Risks Related to Our Financing Strategy     49  
Risks Related to Our Investments     51  
U.S. Federal Income Tax Risks     64  
Employee Benefit Plan and IRA Risks     69  
ESTIMATED USE OF PROCEEDS     70  
MANAGEMENT     73  
MANAGEMENT COMPENSATION     92  
PRINCIPAL STOCKHOLDERS     103  
CONFLICTS OF INTEREST     104  
MARKET OVERVIEW AND OPPORTUNITY     116  
INVESTMENT STRATEGY, OBJECTIVES AND POLICIES     123  
VALUATION GUIDELINES     132  
DESCRIPTION OF PORTFOLIO INVESTMENTS     136  
SELECTED FINANCIAL DATA     144  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     145  
PRIOR PERFORMANCE SUMMARY     165  
U.S. FEDERAL INCOME TAX CONSIDERATIONS     177  
INVESTMENT BY TAX-EXEMPT ENTITIES AND ERISA CONSIDERATIONS     195  
INVESTMENT COMPANY ACT CONSIDERATIONS     199  
DESCRIPTION OF CAPITAL STOCK     203  
DISTRIBUTION REINVESTMENT PLAN     214  
SHARE REPURCHASE PROGRAM     217  
SUMMARY OF OUR OPERATING PARTNERSHIP AGREEMENT     221  
PLAN OF DISTRIBUTION     223  
HOW TO SUBSCRIBE     231  
SALES LITERATURE     232  
REPORTS TO STOCKHOLDERS     232  
PRIVACY POLICY NOTICE     234  
LEGAL MATTERS     234  

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PROSPECTUS SUMMARY

As used herein and unless otherwise required by context, the term “prospectus” refers to this prospectus as amended and supplemented. This prospectus summary highlights material information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read the entire prospectus carefully, including the “Risk Factors” section and the consolidated financial statements, before making a decision to invest in our common stock. Except where the context suggests otherwise, the terms “company,” “we,” “us,” and “our” refer to Realty Finance Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries, including Realty Finance Operating Partnership, L.P., a Delaware limited partnership of which we are the sole general partner, which we refer to in this prospectus as “our operating partnership.”

What is Realty Finance Trust, Inc.?

Realty Finance Trust, Inc. is a newly organized Maryland corporation, incorporated on November 15, 2012, that conducts its operations to qualify as a REIT commencing with its taxable year ended December 31, 2013. We are an externally managed commercial real estate finance company formed primarily to acquire, originate and manage a diversified portfolio of commercial real estate debt, including first mortgage loans, subordinated loans, mezzanine loans and participations in such loans. We may also invest in commercial real estate securities and selectively acquire commercial real estate properties. We expect our commercial real estate debt investments to be focused on first mortgage loans, but they also may include real estate-related bridge loans, mezzanine loans and securitized debt. We expect that the commercial real estate properties underlying our investments will primarily be located in the United States and we also intend to seek and maintain exposure to international investments.

We are one of 15 publicly offered, non-traded REITs sponsored or co-sponsored by the American Realty Capital group of companies, including: Phillips Edison Grocery Center REIT, Inc., a Maryland corporation organized as Phillips Edison — ARC Shopping Center REIT Inc. on October 13, 2009, or PECO; American Realty Capital — Retail Centers of America, Inc., a Maryland corporation organized on July 29, 2010, or ARC RCA; American Realty Capital Daily Net Asset Value Trust, Inc., a Maryland corporation organized on September 10, 2010, or ARC DNAV; American Realty Capital Global Trust, Inc., a Maryland corporation organized on July 13, 2011, or ARC Global; American Realty Capital Healthcare Trust II, Inc., a Maryland corporation organized on October 15, 2012, or ARC HT II; American Realty Capital Trust V, Inc., a Maryland corporation organized on January 22, 2013, or ARCT V; Phillips Edison Grocery Center REIT II, Inc., a Maryland corporation organized as Phillips Edison — ARC Grocery Center REIT II, Inc. on June 5, 2013, or PECO II; American Realty Capital Hospitality Trust, Inc., a Maryland corporation organized on July 25, 2013, or ARC HOST; United Development Funding Income Fund V, a Maryland corporation organized on October 1, 2013, or UDF V; American Realty Capital New York City REIT, Inc., a Maryland corporation organized on December 19, 2013, or ARC NYCR; American Realty Capital Global Trust II, Inc., a Maryland corporation organized on April 23, 2014, or ARC Global II; American Realty Capital — Retail Centers of America II, Inc., a Maryland corporation organized on April 23, 2014, or ARC RCA II; American Realty Capital Healthcare Trust III, Inc., a Maryland corporation organized on April 24, 2014, or ARC HT III and American Realty Capital New York City REIT II, Inc., a Maryland corporation organized on July 1, 2014, or ARC NYCR II. Additionally, the American Realty Capital group of companies is the current or former sponsor of two NASDAQ-listed REITs, American Realty Capital Properties, Inc., or ARCP, and American Realty Capital Healthcare Trust, Inc., or ARC HT, and one New York Stock Exchange-listed REIT, New York REIT, Inc. (formerly American Realty Capital New York Recovery REIT, Inc.), or NYRT. The American Realty Capital group of companies is also the co-sponsor of two business development companies, Business Development Corporation of America, a Maryland corporation organized on May 5, 2010, or BDCA, and Business Development Corporation of America II, a Maryland corporation organized on April 17, 2014, or BDCA II, and a non-traded oil and gas limited partnership, American Energy Capital Partners — Energy Recovery Program, LP, a Delaware limited partnership organized on October 30, 2013, or AERP. For additional information concerning these other American Realty Capital-sponsored programs, please see the section in this prospectus entitled “Conflicts of Interest.”

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Our executive offices are located at 405 Park Avenue, 15th Floor, New York, New York 10022. Our telephone number is 212-415-6500, our fax number is 212-421-5799 and the e-mail address of our investor relations department is investorservices@americanrealtycap.com. Additional information about us and our affiliates may be obtained at www.americanrealtycap.com, but the contents of that site are not incorporated by reference in or otherwise a part of this prospectus.

What are your principal investment objectives?

Our primary investment objectives are:

to pay attractive and stable cash distributions to our stockholders; and
to preserve and return stockholders’ invested capital.

We also seek to realize appreciation in the value of our investments.

What is the experience of your investment team?

Our investment team is led by seasoned professionals who have institutional experience investing through various real estate cycles both domestically and internationally. Our chief executive officer has more than 26 years of commercial real estate experience and our president and chief operating officer has 21 years of real estate and debt-related experience. In addition, each of our chief investment officer and our executive vice president has 21 years of commercial real estate and debt-related experience.

For whom may an investment in our shares be appropriate?

An investment in our shares may be appropriate for you if you: (i) meet the minimum suitability standards described in this prospectus; (ii) seek to diversify your personal portfolio with a REIT investment focused on commercial real estate debt; (iii) seek to receive current income; (iv) seek to preserve capital; and (v) are able to hold your investment for at least five to seven years following the completion of this offering, consistent with our liquidity strategy. See “Investment Strategy, Objectives and Policies — Liquidity.” On the other hand, we caution persons who require immediate liquidity, guaranteed income or who seek a short-term investment, that an investment in our shares will not meet those needs.

What is a REIT?

In general, a REIT is an entity that:

combines the capital of many investors to acquire or provide financing for a diversified portfolio of real estate investments under professional management, some of which may focus on a particular property type or geographic location;
is able to qualify as a “real estate investment trust” for U.S. federal income tax purposes and is therefore generally not subject to federal corporate income taxes on its net income that is distributed, which substantially eliminates the “double taxation” treatment (i.e., taxation at both the corporate and stockholder levels) that generally results from investments in a corporation; and
pays distributions to investors of at least 90% of its annual ordinary taxable income determined without regard to deducting for dividends paid.

In this prospectus, we refer to an entity that qualifies and has elected to be taxed as a REIT for U.S. federal income tax purposes as a REIT. We conduct our operations to qualify to be taxed as a REIT commencing with our taxable year ended December 31, 2013.

What is an “UPREIT”?

We own substantially all of our assets and conduct our operations, directly or indirectly, through our operating partnership. We refer to partnership interests in our operating partnership as common units. We are the sole general partner of our operating partnership. Because we conduct substantially all of our operations through an operating partnership, we are organized as an umbrella partnership real estate investment trust, or “UPREIT.”

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How is an investment in shares of your common stock different from listed REITs?

Shares of REITs listed on a national securities exchange generally fluctuate in value with the stock market as a whole. We do not intend to list our shares for trading on a national securities exchange, and an investment in our common stock generally differs from listed REITs because: (1) the price of shares of listed REITs are determined by the public market, which may cause a company’s stock price to fluctuate based on factors such as supply and demand, economic preferences and other market forces, while the quarterly per share NAV of our common stock is based directly on the fair value of our investments; (2) industry benchmarks that track the value of direct, unlisted investments in real estate properties as an asset class have demonstrated a low correlation with the benchmarks for traditional asset classes, such as stocks and bonds; and (3) shares of a listed REIT are highly liquid and easily transferable. We believe that utilizing lower correlated assets in a long-term investment portfolio can increase portfolio efficiency and generate higher total returns while decreasing overall risk.

What is your investment strategy?

Our strategy is to use substantially all of the proceeds of our offering to acquire, originate and manage a diversified portfolio of commercial real estate debt, including first mortgage loans, subordinate loans, or B-notes, mezzanine loans and participations in such loans. We may also invest in commercial real estate securities, such as commercial mortgage backed securities, or CMBS, senior unsecured debt of publicly-traded REITs and interests in other securitized vehicles that own real estate-related debt, or CDO notes. In addition, we may selectively acquire commercial real estate properties. We expect that any properties directly acquired or underlying our commercial real estate investments will be located both within and outside of the United States and will be diversified by property type, geographic region and tenants.

The chart below depicts what we expect will be the composition of our debt investment portfolio as of the completion of this offering. The actual composition of our debt investment portfolio as of the completion of this offering may differ markedly from the chart below depending on conditions in the commercial real estate markets, the macroeconomic environment, competition for the loans we invest in and other factors beyond our control.

Expected Investment Portfolio Composition

[GRAPHIC MISSING]

We will seek to create and maintain a portfolio of commercial real estate investments that generate stable income to enable us to pay attractive and consistent cash distributions to our stockholders. Our focus on originating and acquiring commercial real estate debt instruments emphasizes the payment of current returns to investors and preservation of invested capital as our primary investment objectives. We also believe our investments may offer the potential for capital appreciation.

We intend to structure, underwrite and originate most of our investments. We will use conservative underwriting criteria, and our underwriting process will involve comprehensive financial, structural, operational and legal due diligence to assess the risks of investments so that we can optimize pricing and

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structuring. By originating loans directly, we will be able to structure and underwrite loans that satisfy our standards, establish a direct relationship with the borrower and utilize our own documentation.

In furtherance of our investment strategy, we have expanded our physical presence to establish satellite offices in Los Angeles, Dallas, Atlanta and Chicago.

What commercial real estate debt investments and other commercial real estate investments do you currently own?

Investment Summary

Our loans receivable portfolio was comprised of the following as of April 2, 2015 (in thousands):

           
Loan Type   Par
Value
  Region   Property Type   Interest
Rate Type
  Date of
Investment
  Initial
Maturity Date
Mezzanine Loan   $ 6,500,000       North Central       Hotel       Fixed       May-2013       May-2023  
Mezzanine Loan     5,000,000       South Central       Multifamily       Fixed       September-2013       August-2018  
Mezzanine Loan     9,000,000       Southeast       Office       Floating       September-2013       August-2016  
Mezzanine Loan     5,000,000       Northeast       Office       Fixed       December-2013       January-2024  
Mezzanine Loan     4,000,000       Southeast       Student Housing       Fixed       December-2013       January-2024  
Mezzanine Loan     10,000,000       Southeast       Net Lease Retail       Fixed       March-2014       March-2024  
Mezzanine Loan     11,000,000       South Central       Hotel       Floating       March-2014       March-2016  
Mezzanine Loan     3,000,000       South Central       Hotel       Fixed       March-2014       August-2018  
Mezzanine Loan     7,000,000       Mid Atlantic       Office       Fixed       April-2014       May-2019  
Senior Loan     11,450,000       Pacific       Office       Floating       May-2014       June-2017  
Mezzanine Loan     1,962,500       South Central       Retail       Fixed       June-2014       June-2024  
Mezzanine Loan     10,000,000       Great Lakes       Office       Floating       June-2014       May-2016  
Mezzanine Loan     3,480,000       South Central       Multifamily       Fixed       June-2014       July-2024  
Senior Loan     12,300,000       Various       Retail       Floating       June-2014       July-2016  
Mezzanine Loan     35,000,000       Pacific/Mountain       Hotel       Floating       June-2014       June-2016  
Senior Loan     14,000,000       Great Lakes       Mixed Use       Floating       July-2014       July-2015  
Mezzanine Loan     7,000,000       Great Lakes       Mixed Use       Floating       July-2014       July-2017  
Senior Loan     5,350,000       Pacific/Mountain       Office       Floating       July-2014       July-2017  
Senior Loan     31,050,000       Pacific/Mountain       Mixed Use       Floating       August-2014       August-2017  
Senior Loan     29,000,000       Pacific/Mountain       Mixed Use       Floating       August-2014       August-2019  
Senior Loan     9,450,000       Great Lakes       Retail       Floating       September-2014       September-2017  
Mezzanine Loan     12,000,000       Northeast       Hotel       Floating       September-2014       September-2016  
Mezzanine Loan     5,000,000       Southeast       Student Housing       Floating       September-2014       September-2016  
Senior Loan     7,460,000       Great Lakes       Mixed Use       Floating       September-2014       September-2017  
Senior Loan     6,990,000       South Central       Hotel       Floating       September-2014       October-2017  
Mezzanine Loan     45,000,000       Various       Office       Floating       September-2014       August-2016  
Mezzanine Loan     9,000,000       Pacific/Mountain       Office       Fixed       October-2014       October-2019  
Mezzanine Loan     5,100,000       South East       Office       Floating       October-2014       October-2017  
Senior Loan     11,800,000       South East       Retail       Floating       October-2014       November-2017  
Senior Loan     22,150,000       Pacific/Mountain       Office       Floating       October-2014       November-2017  
Senior Loan     9,150,000       Northeast       Office       Floating       October-2014       November-2016  
Senior Loan     14,200,000       Pacific/Mountain       Office       Floating       November-2014       November-2017  
Senior Loan     34,500,000       Northeast       Office       Floating       December-2014       December-2018  
Senior Loan     11,400,000       Pacific/Mountain       Office       Floating       December-2014       December-2017  
Mezzanine Loan     10,000,000       Pacific/Mountain       Office       Fixed       December-2014       September-2024  
Senior Loan     9,600,000       Great Lakes       Mixed Use       Floating       December-2014       December-2017  
Senior Loan     9,180,000       South Central       Office       Floating       December-2014       December-2017  
Senior Loan     6,500,000       Great Lakes       Mixed Use       Floating       January-2015       February-2018  
Senior Loan     24,500,000       Northeast       Office       Floating       January-2015       February-2019  
Senior Loan     11,450,000       Northeast       Retail       Floating       January-2015       January-2019  
Senior Loan     12,840,000       South Central       Multifamily       Floating       January-2015       January-2018  
Senior Loan     8,600,000       Pacific Northwest       Multifamily       Floating       February-2015       February-2018  
Senior Loan     9,850,000       Pacific Northwest       Retail       Floating       February-2015       March-2018  
Senior Loan     10,450,000       Pacific Northwest       Multifamily       Floating       March-2015       April-2018  
Senior Loan     13,500,000       Southeast       Retail       Floating       March-2015       April-2017  
Mezzanine Loan     15,000,000       South Central       Office       Fixed       March-2015       April-2025  
Senior Loan     16,800,000       Great Lakes       Hospitality       Floating       April-2015       April-2018  
     $ 582,562,500                                

Additionally, as of April 2, 2015, we had 10 CMBS investments with a par value of approximately $65.5 million.

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What are the market opportunities that are available to us?

We believe that the current market environment presents a favorable opportunity to acquire existing and originate new commercial real estate mortgages and mortgage-backed securities, B-notes, and other types of real estate securities. The improving U.S. economy and real estate fundamentals, the continued stabilization of commercial real estate markets (as demonstrated in the chart below) and more rigorous underwriting standards have resulted in a lower level of risk for these types of investments relative to the period of the recent recession (2008 – 2011).

Capitalization Rates Imply Stability

[GRAPHIC MISSING]

Source: Real Capital Analytics — data as of fourth quarter 2013

Despite the improving economy, a combination of factors has contributed to a reduction in the supply of capital to acquire and originate commercial real estate loans of all types and structures. Among these factors is the continued deleveraging and limited lending capacity of the large institutional banks and traditional lenders as well as more stringent underwriting standards. According to Commercial Mortgage Alert, CMBS issuance volume in the United States in 2012 fell by approximately 84% compared to their peak lending in 2007, with 2012 annualized CMBS issuances in the United States totaling approximately $36 billion. Consequently, real estate owners have been left with more limited options for obtaining debt financing.

Over at least the next four years, the market’s capacity to provide refinancing capital is likely to be much less than the volume of maturing commercial real estate loans. As illustrated in the chart below, we believe that the large volume of expected loan maturities over the next few years will provide unique investment opportunities for providers of debt capital.

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[GRAPHIC MISSING]

Source: Trepp, C&W Capital Markets

We believe the factors described above offer favorable investment opportunities that will produce attractive, risk-adjusted returns for commercial real estate finance firms such as our company that intend to acquire and originate senior commercial loans, subordinated loans, B-Notes and other types real estate securities that have priority over equity investors with respect to cash flows and preservation of capital.

[GRAPHIC MISSING]

Why should I invest specifically in a company that is focused on commercial real estate debt and other commercial real estate investments?

We believe that the absence of many historical sources of debt financing for the commercial real estate market, resulting from continued uncertain economic conditions has and will continue to create a favorable environment for experienced commercial real estate lenders to produce attractive, risk-adjusted returns employing low leverage in the near term. The de-leveraging and risk assessment taking place among the large institutional banks and traditional credit providers, as well as the temporary suspension of securitized vehicles as a means of financing, has left real estate owners with very limited options for obtaining debt financing for acquisitions and refinancings. As a result, the pricing of real estate debt capital has increased dramatically and the terms and structure of real estate loans, including borrower recourse, have become much more favorable for lenders. At the same time, as part of this overall de-leveraging, we expect that portfolios of existing loans and debt instruments secured by commercial real estate will continue to be offered for sale by banks and other institutions at discounts to par value and in some cases with relatively attractive seller financing. In addition,

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many owners of commercial real estate face maturities on loans that have been syndicated or securitized or both, and may have difficulty due to the loan structure and servicing standards, in obtaining an extension even for performing, stabilized assets.

Who is your advisor and what will its responsibilities be?

Realty Finance Advisors, LLC, a Delaware limited liability company, is our external advisor and is responsible for managing our affairs on a day-to-day basis, or our advisor. Our advisor’s responsibilities include, but are not limited to, identifying potential investments, evaluating potential investments, making investments, asset management, asset dispositions, financial reporting, regulatory compliance, investor relations and other administrative functions on our behalf. Our advisor is an affiliate of the American Realty Capital group of companies and may contract with third parties or affiliates of the American Realty Capital group of companies to perform or assist with these functions. Our advisor is a recently organized limited liability company that was formed in the State of Delaware on November 13, 2012, and it has a limited operating history and no prior experience managing a public company.

Who is your sponsor?

American Realty Capital VIII, LLC, a Delaware limited liability company, which is directly or indirectly controlled by Nicholas S. Schorsch and William M. Kahane, controls our advisor and is our sponsor. Our sponsor wholly owns our advisor. Our sponsor owns 100% of the interests in Realty Finance Special Limited Partnership, LLC, a Delaware limited liability company, which contributed $200,000 to us for shares as our initial capitalization. Long-standing relationships should continue to help ensure access to potentially attractive investment opportunities through a variety of established origination channels. AR Capital, LLC, the parent of our Sponsor, has borrowed approximately $7 billion in real estate debt over the past four years for its platform-based companies from 42 different financial institutions. Our sponsor’s lending partners include banks, investment banks, finance companies and insurance companies. For information on the experience of our sponsor, see “Prior Performance Summary” and “Appendix A — Prior Performance Tables.”

What is the role of the board of directors?

We operate under the direction of our board of directors, the members of which are accountable to us and our stockholders as fiduciaries. Our charter requires that a majority of our directors be independent of us, our sponsor, our advisor or any of our or their affiliates, and provides that our independent directors will be responsible for reviewing the performance of our advisor and must approve certain other matters set forth in our charter. Our directors will be elected annually by the stockholders. Although we have executive officers who manage our operations, we do not have any paid employees.

What is the experience of your principal executive officers?

Our investments will be identified, evaluated, negotiated, consummated and managed by our investment team employed by our advisor, including the five principal officers of our advisor, Peter M. Budko, Donald MacKinnon, Andrew Winer, Nicholas Radesca and Boris Korotkin. Mr. Budko has served as the chief executive officer of our company and our advisor since November 2014, and previously served as executive vice president of our company and our advisor since their formation in November 2012 unitl January 2013, and as the president and secretary of our company and our advisor from January 2013 until November 2014. Mr. Budko has been active in the structuring and financial management of commercial real estate investments for over 11 years. Mr. Radesca has nearly 20 years of experience in finance and accounting, including substantial experience in managing debt. Each of Messrs. Budko, MacKinnon and Winer has more than 20 years of experience in structuring and managing debt. See “Management.”

How will you structure the ownership and operation of your assets?

We expect to own substantially all our investments through our operating partnership. We may, however, own investments, including real properties, through subsidiaries of our operating partnership or through other entities. We are the sole general partner of our operating partnership and our wholly owned subsidiary as the sole limited partner. Our ownership of properties in our operating partnership is referred to as an UPREIT, and we will hold interests as a limited partner approximately equal to the value of capital raised by us through sales of our capital stock.

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Do you currently have any shares outstanding?

Yes. We commenced our reasonable best efforts initial public offering of up to 80.0 million shares of our common stock (excluding shares to be issued under our DRIP) on February 12, 2013. On May 14, 2013, we satisfied the general escrow conditions of our public offering of common stock. On such date, we received and accepted aggregate subscriptions equal to the minimum of $2.0 million in shares of our common stock and broke general escrow. As part of this general escrow break, we issued $1.0 million in shares of our common stock to our sponsor at $22.50 per share. Additionally, as of April 21, 2015, we had approximately 20.8 million shares of our common stock outstanding, and we received aggregate subscriptions of approximately $505.7 million in our primary offering and $10.3 million pursuant to our DRIP. Accordingly, we are now accepting subscriptions from residents of all states.

On January 5, 2015, our board of directors approved the extension of our initial public offering to February 12, 2016, provided that the offering will be terminated if all 80.0 million shares of our common stock are sold before such date (subject to our right to reallocate shares offered pursuant to our DRIP for sale in our primary offering).

What kind of offering is this?

We are offering a maximum of 80,000,000 shares of our common stock to the public in a primary offering on a “reasonable best efforts” basis through our dealer manager at a price initially equal to $25.00 per share (including the maximum allowed to be charged for selling commissions and dealer manager fees, subject to certain discounts as described in this prospectus). We are also offering up to 16,842,105 shares of our common stock pursuant to our DRIP at a price initially equal to $23.75 per share, which is 95% of the primary offering price. Commencing with our NAV pricing date, shares sold in our primary offering will be offered at our per share NAV, plus applicable selling commissions and dealer manager fees, and shares sold pursuant to our DRIP will be offered at our per share NAV. On January 5, 2015, our board of directors, or our board, approved the extension of our initial public offering to February 12, 2016, provided that the offering will be terminated if all 80.0 million shares of our common stock are sold before such date (subject to our right to reallocate shares offered pursuant to our distribution reinvestment plan for sale in our primary offering). This offering must be registered in every state in which we offer or sell shares. Generally, these registrations are for a period of one year. Thus, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually.

On May 14, 2013, we received aggregate subscriptions equal to $2.0 million in shares of our common stock, which was sufficient to satisfy our minimum offering amount and break escrow, and we issued shares of common stock to our initial investors who were admitted as stockholders. As part of this general escrow break, we issued $1.0 million in shares of our common stock to our sponsor at a purchase price of $22.50 per share. On September 9, 2013, we received aggregate subscriptions in excess of $10.0 million, and, on November 1, 2013, we received aggregate subscriptions in excess of $20.0 million. Additionally, as of December 19, 2014, we received aggregate subscriptions of approximately $370.8 million. Accordingly, we are now accepting subscriptions from residents of all states.

How does a “reasonable best efforts” offering work?

When shares are offered to the public on a “reasonable best efforts” basis, the brokers participating in the offering are only required to use their good faith efforts and reasonable diligence to sell the shares and have no firm commitment or obligation to purchase any of the shares. Therefore, we may not sell all the shares that we are offering.

Until the NAV pricing date, the per share purchase price of our shares in our primary offering will be up to $25.00 (including the maximum allowed to be charged for commissions and fees). Thereafter, the per share purchase price will vary quarterly and will be equal to our NAV divided by the number of shares outstanding as of the end of business immediately preceding the day on which we file each Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable, plus applicable commissions and fees. After the close of business on the day of each such quarterly financial filing, we will file a pricing supplement with the SEC, which will set forth the calculation of NAV for such quarter, and we will also post that pricing supplement on our website at www.realtyfinancetrust.com. After the close of business on the day of each

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such quarterly financial filing, we will also post the per share NAV for that quarter on our website at www.realtyfinancetrust.com. You may also obtain the quarterly determination of our per share NAV by calling our toll-free, automated telephone line at 1-866-532-4743. In addition to the quarterly pricing supplements, we will provide more frequent pricing supplements if there is a change in the NAV by more than 5% from the NAV disclosed in the last filed prospectus or pricing supplement. In such event, we will, after the close of business on the day on which there is such a change in the NAV, file a pricing supplement which would show the calculation of the quarterly NAV and will provide an explanation as to the reason for the change. Commencing on the NAV pricing date, any purchase orders that we receive prior to 4:00 p.m. Eastern time on the last business day prior to each such quarterly financial filing will be executed at a price equal to our per share NAV for that quarter. Subscriptions that we receive after 4:00 p.m. Eastern time on the last business day prior to each such quarterly financial filing will be held for five business days before execution, during which time a subscriber may withdraw his or her subscription, which will be executed at a price equal to our per share NAV as calculated by our advisor after the close of business on the day on which we make our quarterly financial filing. If, in that circumstance, the investor does not withdraw his or her subscription within five business days of the original subscription date, the subscription will be processed by us. An investor’s subscription agreement and funds will be submitted to the transfer agent by our dealer manager and/or the broker dealers participating in the offering for settlement of the transaction within three business days of placing an order, but the investor’s share price will always be the per share NAV for such quarter that we r