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NOT AN OFFER TO SELL SECURITIES
The material in this Website does not constitute an offer to sell, nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus. This material must be read in conjunction with the prospectus in order to understand fully all the implications and risks of any offering of securities to which it relates. To obtain a paper copy of the prospectus free of charge, call Realty Capital Securities at 1-877-373-2522. By clicking "I Accept" on the click-through page of an offering, you represent that you have been provided with the applicable prospectus and have had an opportunity to review the terms and conditions of this website.
RISKS AND SUITABILITY
An investment in securities of Phillips Edison-ARC funds is subject to significant risks that are described in more detail in the "Risk Factors" and "Conflicts of Interest" sections of the prospectus. Investments in Phillips Edison-ARC funds are not suitable for all investors. Refer to the applicable prospectus, as amended, for a detailed discussion of risks and suitability standards for your state. An investment in Phillips Edison-ARC Shopping Center REIT Inc., involves significant risks, including the following:
- Our advisor and its affiliates will face conflicts of interest, including significant conflicts among us and our advisor, since (i) our principal executive officers own a majority interest in our advisor, our dealer manager or our property manager, (ii) our advisor and other affiliated entities may compete with us and acquire properties suitable to our investment objectives, and (iii) our advisor's compensation arrangements with us and other Phillips Edison-ARC-sponsored programs may provide incentives that are not aligned with the interests of our stockholders.
- We have no operating history, nor do we currently own any properties. This is considered a blind pool offering since we have not identified any properties to acquire with the proceeds of this offering. As a result, you will be unable to evaluate the economic merit of all of our future investments prior to our making them and there may be a substantial delay in receiving a return, if any, on your investment.
- You may not own more than 9.8% in value of the outstanding shares of our common stock or more than 9.8% of the number or value of any class or series of our outstanding shares of stock. Therefore, your ability to control the direction of our company will be limited.
- No public market currently exists for our shares of common stock and one may never exist. If you are able to sell your shares, you would likely have to sell them at a substantial discount from their public offering price.
- This is a best efforts offering and we might not sell all of the shares being offered. If we raise substantially less than the maximum offering, we may not be able to invest in a diverse portfolio of properties, and the value of your investment may vary more widely with the performance of specific properties. There is a greater risk that you will lose money in your investment if we cannot diversify our portfolio of investments by geographic location, tenant mix and property type.
- We may incur substantial debt, which could hinder our ability to pay distributions to our stockholders or could decrease the value of your investment in the event that income on, or the value of, the property securing the debt falls.
- Until the proceeds from this offering are invested and generating operating cash flow sufficient to make distributions to our stockholders, we intend to pay all or a substantial portion of our distributions from the proceeds of this offering or from borrowings in anticipation of future cash flow, which may constitute a return of your capital, reduce the amount of capital we ultimately invest in properties, and negatively impact the value of your investment.
- If we fail to continue to qualify as a REIT for federal income tax purposes or if we qualify and subsequently lose our REIT status, our operations and ability to make distributions to our stockholders would be adversely affected.
- We are dependent on our advisor and our sub-advisor to select investments and conduct our operations. Adverse changes in the financial condition of our advisor or our sub-advisor or our relationship with them could adversely affect us.
- We will pay substantial fees and expenses to our advisor, its affiliates and participating broker-dealers, which payments increase the risk that you will not earn a profit on your investment.
- Our board of directors has the authority to designate and issue one or more classes or series of preferred stock without stockholder approval, with rights and preferences senior to the rights of holders of common stock, including rights to payment of distributions. If we issue any preferred shares, the amount of funds available for the payment of distributions on the common stock could be reduced or eliminated.