AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC.

Transcription

1 Filed pursuant to Rule 424(b)(3) Registration No PROSPECTUS AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC. 150,000,000 shares of common stock maximum offering American Realty Capital New York Recovery REIT, Inc. is a Maryland corporation formed on October 6, 2009 that qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes, or REIT, commencing with our tax year ending December 31, We are offering up to million shares of our common stock at a price of $10.00 per share on a best efforts basis through Realty Capital Securities, LLC, or our dealer manager. Best efforts means that our dealer manager is not obligated to purchase any specific number or dollar amount of shares. We also are offering up to 25.0 million shares of our common stock pursuant to our distribution reinvestment plan at $9.50 per share. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and our distribution reinvestment plan. 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 the section entitled Risk Factors beginning on page 31 of this prospectus for a discussion of the risks which should be considered in connection with your investment in our common stock, including the following: We have a limited operating history and have no established financing sources. Our investment policies permit us to invest in any type of commercial real estate, but we expect to focus on office and retail properties located in the New York metropolitan area, and, in particular, properties located in New York City. We are depending 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 market exists for our shares of common stock, nor may a public market ever exist and our shares are illiquid. There are substantial conflicts among the interests of our investors, our interests and the interests of our advisor, sponsor, dealer manager and our and their respective affiliates regarding compensation, investment opportunities and management resources. The fees payable to our advisor are substantial and 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. As long as we maintain our qualification as a REIT, we will be subject to numerous limitations under the Internal Revenue Code of 1986, as amended, including that five or fewer individuals are prohibited from beneficially owning more than 50% of our outstanding shares during the last half of each taxable year. Our investment objectives and strategies may be changed without stockholder consent. Our organizational documents permit us to pay distributions from unlimited amounts of any source. Until substantially all the proceeds from this offering are invested, we may use proceeds from this offering and financings to fund distributions until we have sufficient cash flow. There are no established limits on the amounts of net proceeds and borrowings that we may use to fund such distribution payments. Neither the Securities and Exchange Commission, or the SEC, 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 this offering. Any representation to the contrary is a criminal offense. The use of projections or forecasts in this offering is prohibited. Any representation to the contrary and any predictions, written or oral, as to the amount or certainty of any future benefit or tax consequence that may flow from an investment in our common stock is not permitted. Realty Capital Securities, LLC, our dealer manager, is our affiliate and will offer the shares on a best efforts basis. This offering will end no later than September 2, 2013, which is three years from the effective date of this offering. This offering must be registered in every state in which we offer or sell shares. Generally, such 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 December 9, 2010, we satisfied the escrow conditions of our public offering of common stock (except for Pennsylvania). On such date, we received and accepted aggregate subscriptions in excess of the minimum of $2.0 million in shares, broke escrow and issued shares of common stock to our initial investors who were admitted as stockholders. On March 6, 2012, we raised in excess of $75.0 million in aggregate gross proceeds from all investors for shares of our common stock. Accordingly, we are now accepting subscriptions from all states, including from residents of Pennsylvania. Per Share Maximum Offering Public offering price, primary shares $ $ 1,500,000,000 Public offering price, distribution reinvestment plan (1) $ 9.50 $ 237,500,000 Selling commissions and dealer manager fee (2) $ 1.00 $ 150,000,000 Proceeds, before expenses, to us $ 9.00 $ 1,350,000,000

2 (1) We reserve the right to reallocate the shares of common stock we are offering between the primary offering and our distribution reinvestment plan. (2) Selling commissions and the dealer manager fee are paid only for primary shares offered on a best efforts basis 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 the section entitled Plan of Distribution Volume Discounts in this prospectus. Prospectus dated May 1, 2013

3 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 who will not need immediate liquidity from their investment. 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 250 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 Internal Revenue 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 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. Nebraska Investors must have either (a) a net worth of $350,000 (exclusive of home, auto and home furnishings) or (b) a net worth of $100,000 (exclusive of home, auto and home furnishings) and an annual income of $70,000. The investor s maximum investment in the issuer should not exceed 10% of the investor s net worth (exclusive of home, auto and home furnishings). 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. i

4 Massachusetts, Ohio, Iowa, Oregon, Washington and New Mexico 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 the issuer and its affiliates cannot exceed 10% of the Massachusetts, Iowa, Oregon, Washington or New Mexico resident s net worth. An Ohio investor s aggregate investment in our shares, 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. Note that Ohio investors cannot participate in the distribution reinvestment plan feature that allows investors to reinvest in subsequent affiliated programs. Tennessee In addition to the general suitability requirements described above, investors maximum investment in our shares and our affiliates shall not exceed 10% of the resident s net worth. Pennsylvania and Michigan A Pennsylvania or Michigan investor s investment in us cannot exceed 10% of his or her net worth. Kansas 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 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. 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 Securities Division. 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 automobile). North Dakota North Dakota investors must represent that, in addition to the general suitability standards listed above, they have a net worth of at least ten times their investment in our offering. Alabama In addition to the suitability standards 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. If an Alabama resident checks the Automatic Purchase Plan box in section 5 of the subscription agreement attached hereto as Appendix C-1, then: (1) the soliciting dealer will obtain updated suitability information from such investor on a quarterly basis; (2) this updated information will be provided in writing and signed by the investor; (3) if written suitability information is more than 90 days old, then the investor may not participate in the Automatic Purchase Plan until the information is updated; and (4) the updated information shall consist of the information that an investor is required to provide under section 6 of the subscription agreement. 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 ii

5 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 Section 4975 of the Internal Revenue Code 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. 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. 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. iii

6 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 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. iv

7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements that reflect our expectations and projections about our future results, performance, prospects and opportunities. We have attempted to identify these forward-looking statements by using words such as may, will, expects, anticipates, believes, intends, should, estimates, could or similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed under the heading Risk Factors below. We do not undertake publicly to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required to satisfy our obligations under federal securities law. v

8 AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC. INVESTOR SUITABILITY STANDARDS TABLE OF CONTENTS RESTRICTIONS IMPOSED BY THE USA PATRIOT ACT AND RELATED ACTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS QUESTIONS AND ANSWERS ABOUT THIS OFFERING 1 PROSPECTUS SUMMARY 5 RISK FACTORS 31 ESTIMATED USE OF PROCEEDS 70 MARKET OVERVIEW 73 MANAGEMENT 78 MANAGEMENT COMPENSATION 104 PRINCIPAL STOCKHOLDERS 115 CONFLICTS OF INTEREST 116 INVESTMENT STRATEGY, OBJECTIVES AND POLICIES 126 COMPETITION 139 DESCRIPTION OF REAL ESTATE INVESTMENTS 140 SELECTED FINANCIAL DATA 166 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 167 PRIOR PERFORMANCE SUMMARY 184 CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 195 INVESTMENT BY TAX-EXEMPT ENTITIES AND ERISA CONSIDERATIONS 215 DESCRIPTION OF SECURITIES 221 DISTRIBUTION REINVESTMENT PLAN 230 SHARE REPURCHASE PROGRAM 233 SUMMARY OF OUR ORGANIZATIONAL DOCUMENTS 236 SUMMARY OF OUR OPERATING PARTNERSHIP AGREEMENT 245 PLAN OF DISTRIBUTION 253 HOW TO SUBSCRIBE 260 SALES LITERATURE 262 REPORTS TO STOCKHOLDERS 263 LITIGATION 265 PRIVACY POLICY NOTICE 265 LEGAL MATTERS 265 EXPERTS 265 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 266 ELECTRONIC DELIVERY OF DOCUMENTS 266 WHERE YOU CAN FIND ADDITIONAL INFORMATION 267 APPENDIX A PRIOR PERFORMANCE TABLES A-1 APPENDIX B DISTRIBUTION REINVESTMENT PLAN B-1 APPENDIX C-1 SUBSCRIPTION AGREEMENT APPENDIX C-2 MULTI-OFFERINGS SUBSCRIPTION AGREEMENT APPENDIX D TRANSFER ON DEATH DESIGNATION D-1 APPENDIX E LETTER OF DIRECTION E-1 APPENDIX F NOTICE OF REVOCATION F-1 APPENDIX G PRIVACY POLICY NOTICE G-1 Page i iv v C-1-1 C-2-1

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10 QUESTIONS AND ANSWERS ABOUT THIS OFFERING Below we have provided some of the more frequently asked questions and answers relating to an offering of this type. See the section entitled Prospectus Summary and the remainder of this prospectus for more detailed information about this offering. Q: What is American Realty Capital New York Recovery REIT, Inc.? A: American Realty Capital New York Recovery REIT, Inc., incorporated on October 6, 2009, is a Maryland corporation that qualified as a real estate investment trust commencing with our taxable year ending December 31, We expect to use substantially all the net proceeds of this offering to acquire high-quality income-producing commercial real estate located in the New York metropolitan area (as defined by the U.S. Office of Management and Budget, the New York Northern New Jersey Long Island, New York New Jersey Pennsylvania Metropolitan Statistical Area, or the New York MSA), and in particular, New York City, with a focus on office and retail properties. In the current market environment, we believe it is possible to buy high-quality commercial real estate properties at a discount to replacement cost and with significant potential for appreciation. We do not plan to acquire undeveloped land, develop new real estate, or substantially re-develop existing real estate. We also do not intend to invest in assets located outside of the United States. Our real estate team is led by seasoned professionals who have institutional experience investing through various real estate cycles. Each of our chief executive officer, chief investment officer and executive vice- president has more than 20 years of real estate experience. In addition, each of our president and chief financial officer has 9 and 11 years of experience in real estate, respectively. We believe a number of factors differentiate us from other non-traded REITs, including our geographic focus, our lack of legacy issues, our opportunistic buy and sell strategy, and our institutional management team. Q: What is a REIT? A: In general, a real estate investment trust, or REIT, is a company that: combines the capital of many investors to acquire a large-scale diversified real estate portfolio under professional management; allows individual investors to invest in a diversified real estate portfolio managed by a professional management team; pays annual distributions to investors of at least 90% of REIT taxable income (which does not equal net income, as calculated in accordance with accounting principles generally accepted in the United States of America, or GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain; and avoids the double taxation treatment of income that generally results from investments in a corporation because a REIT generally is not subject to U.S. federal corporate income tax and excise tax on its net income distributed to stockholders, provided certain U.S. federal income tax requirements are satisfied. Q: What is the experience of your investment team? A: Our real estate team is led by seasoned professionals who have institutional experience investing through various real estate cycles. Our chief executive officer has more than 23 years of real estate experience and our president, treasurer and secretary has more than nine years of real estate experience. In addition, our chief investment officer has more than 20 years of real estate experience, our chief operating officer has 26 years of experience and our chief financial officer has 11 years of real estate experience. Q: Do you currently have any shares outstanding? A: Yes. On September 2, 2010, we sold 20,000 shares to New York Recovery Special Limited Partnership, LLC, the parent of our advisor, for an aggregate purchase price of $200,000. 1

11 In addition, in December 2009, we commenced a private offering to accredited investors as that term is defined in Regulation D as promulgated under the Securities Act of 1933, as amended, or the Securities Act, of up to $50.0 million in shares of our 8% series A convertible preferred stock (or the preferred shares) subject to an option to increase the offering up to $100.0 million in shares of our preferred stock, which we refer to as the private offering. Pursuant to the terms of the private offering, the private offering terminated on September 2, 2010, the effective date of the registration statement. We received aggregate gross offering proceeds, net of certain discounts, of approximately $17.0 million from the sale of shares in the private offering. The preferred shares are convertible in whole or in part into shares of our common stock after September 2, 2011, the first anniversary of the final closing of the private offering, on a one-for-one basis. The purchase price for the preferred shares was the conversion price. The purchase price for the preferred shares was based upon the total investment made by each investor in the private offering as follows: (i) $9.00 per preferred share for investments less than $150,000; (ii) $8.75 per preferred share for investments greater than or equal to $150,000 but less than $200,000; and (iii) $8.50 per preferred share for investments greater than or equal to $200,000. This conversion price is at a discount from the public offering price of our common stock pursuant to this offering and resulted in dilution of our common stockholders interest in us. On December 15, 2011, we exercised our option to convert all our outstanding preferred shares into approximately 2.0 million shares of common stock on a one-for-one basis. The conversion of the preferred shares into common shares resulted in dilution of our common stockholders interest in us. As of March 31, 2013, there were 28.5 million shares of our common stock outstanding, including restricted stock, converted preferred shares and shares issued under our distribution reinvestment plan. As of March 31, 2013, there were million shares of our common stock available for sale, excluding shares available under our distribution reinvestment plan. Q: Do you currently own any real estate? A: We currently own only 17 properties. Because we purchased our first property on June 22, 2010, you do not need to be concerned about possible legacy issues related to assets acquired before the commencement of this offering. As specific investments become probable, we will supplement this prospectus to provide information regarding the probable investment to the extent it is material to an investment decision with respect to our common stock. We also will describe material changes to our portfolio, including the closing of property acquisitions, by means of a supplement to this prospectus. Q: If I buy shares in this offering, how may I sell them later? A: At the time you purchase the shares, they will not be listed for trading on any national securities exchange or over-the-counter market. Until our shares are listed, if ever, you may not sell your shares unless the buyer meets the applicable suitability and minimum purchase standards and the sale does not violate state securities laws. In order to provide stockholders with the benefit of some interim liquidity, our board of directors has adopted a share repurchase program that enables our stockholders to sell their shares back to us after you have held them for at least one year, subject to the significant conditions and limitations in our share repurchase program. Q: Will you offer stockholders an opportunity to re-invest their distributions? A: Yes, pursuant to our distribution reinvestment plan, stockholders may elect to have the distributions they receive from us reinvested, in whole or in part, in additional shares of our common stock. The purchase price per share under our distribution reinvestment plan will be the higher of 95% of the fair market value per share as determined by our board of directors and $9.50 per share. 2

12 Q: How does a best efforts offering work? A: When shares are offered to the public on a best efforts basis, the dealer manager is required to use only its best efforts to sell the shares and has no firm commitment or obligation to purchase any of the shares. Therefore, we may not sell all the shares that we are offering. Q: Who should buy shares? A: An investment in our shares may be appropriate for you if you meet the minimum suitability standards mentioned above, seek to diversify your personal portfolio 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 are able to hold your investment for a time period consistent with our liquidity plans. Persons who require immediate liquidity or guaranteed income, or who seek a short-term investment, are not appropriate investors for us, as our shares will not meet those needs. Q: May I make an investment through my IRA, SEP or other tax-deferred account? A: Yes. You may make an investment through your individual retirement account, or an IRA, a simplified employee pension, or a SEP, plan or other tax-deferred account. In making these investment decisions, you should consider, at a minimum, (a) whether the investment is in accordance with the documents and instruments governing your IRA, plan or other account, (b) whether the investment satisfies the fiduciary requirements associated with your IRA, plan or other account, (c) whether the investment will generate unrelated business taxable income, or a UBTI, to your IRA, plan or other account, (d) whether there is sufficient liquidity for such investment under your IRA, plan or other account, (e) the need to value the assets of your IRA, plan or other account annually or more frequently, and (f) whether the investment would constitute a prohibited transaction under applicable law. Q: In buying shares, are there any requirements that must be met? A: Generally, you may buy shares pursuant to this prospectus if you have either (a) a net worth of at least $70,000 and a gross annual income of at least $70,000, or (b) a net worth of at least $250,000. For this purpose, net worth does not include your home, home furnishings and automobiles. Residents of certain states may have a different standard. You should carefully read the more detailed description under the section entitled Investor Suitability Standards immediately following the cover page of this prospectus. In addition, generally, you must invest at least $2,500. Investors who already own our shares can make additional purchases for less than the minimum investment. You should carefully read the more detailed description of the minimum investment requirements appearing under the section entitled Investor Suitability Standards immediately following the cover page of this prospectus. Q: What types of reports on my investment and tax information will I receive? A: We will provide you with periodic updates on the performance of your investment with us, including: following our commencement of distributions to stockholders, four quarterly or 12 monthly distribution reports; three quarterly financial reports; an annual report; an annual U.S. Internal Revenue Service, or IRS, Form 1099, if applicable; and supplements to the prospectus during the offering period, via mailings or website access. In addition, if applicable, your IRS Form 1099 tax information will be placed in the mail by January 31 of each year. 3

13 Q: How do I subscribe for shares? A: If you choose to purchase shares in this offering and you are not already a stockholder, you will need to complete and sign the subscription agreement in the form attached hereto as Appendix C-1 for a specific number of shares and pay for the shares at the time you subscribe. Alternatively, unless you are an investor in Alabama, Arkansas, Maryland, Massachusetts or Tennessee, you may complete and sign 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). 4

14 PROSPECTUS SUMMARY As used herein and unless otherwise required by context, (i) the term prospectus refers to this prospectus as amended and supplemented and (ii) the terms the offering, this offering and the primary offering refer to the primary offering of our shares of common stock on a reasonable best efforts basis. 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 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 American Realty Capital New York Recovery REIT, Inc., a Maryland corporation, together with its consolidated subsidiaries, including New York Recovery Operating Partnership, LP, a Delaware limited partnership, of which we are the sole general partner, which we refer to in this prospectus as our operating partnership. American Realty Capital New York Recovery REIT, Inc. We were incorporated on October 6, 2009 as a Maryland corporation that qualified as a REIT commencing with its taxable year ending December 31, Among other requirements, REITs are required to annually distribute to their stockholders at least 90% of their taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. We expect to use the net proceeds from this offering primarily to acquire high quality income-producing commercial real estate located in the New York MSA, and, in particular, New York City, with a focus on office and retail properties. In the current market environment we believe it is possible to buy high-quality commercial real estate in New York City at a discount to replacement cost and with potential for substantial appreciation. We may purchase properties or make other real estate investments that relate to varying property types, including office, retail, multi-family residential, industrial and hotel. Other real estate investments may include equity or debt interests, including securities, in other real estate entities. We also may originate or invest in real estate debt. We expect our real estate debt originations and investments to be focused on first mortgage loans, but they also may include real estate-related bridge loans, mezzanine loans and securitized debt. We do not plan to acquire undeveloped land, develop new real estate or substantially re-develop existing real estate. We also do not intend to invest in assets located outside of the United States. Our executive offices are located at 405 Park Avenue, New York, New York Our telephone number is , our fax number is and the address of our investor relations department is investorservices@americanrealtycap.com. Additional information about us and our affiliates may be obtained at but the contents of that site are not incorporated by reference in or otherwise a part of this prospectus. Our Investment Objectives Our investment goals are as follows: New York City Focus Acquire high-quality commercial real estate in the New York MSA, and in particular, New York City; Stabilized Office and Retail Properties Buy primarily stabilized office and retail properties with 80% or greater occupancy at the time of purchase; Potential for Appreciation Purchase properties valued using current market rents with potential for appreciation and endeavor to acquire properties below replacement cost; Low Leverage Finance our portfolio opportunistically at a target leverage level of not more than 40% to 50% loanto-value (calculated after the close of this offering and once we have invested substantially all the proceeds of this offering); Diversified Tenant Mix Lease to a diversified group of tenants with a bias toward lease terms of five years or greater; Monthly Distributions Pay distributions monthly, covered by funds from operations; 5

15 5-Year Exit Exit after New York property markets recover, which we expect to be not later than five years after the end of this offering; Maximize Total Returns Maximize total returns to our shareholders through a combination of realized appreciation and current income. Our real estate team is led by seasoned professionals who have institutional experience investing through various real estate cycles. Each of our chief executive officer, president, chief investment officer and chief operating officer has more than 20 years of real estate experience. In addition, our chief financial officer has ten years of real estate experience and our secretary has seven years of real estate experience. We believe a number of factors differentiate us from other non-traded REITs, including our geographic focus, our lack of legacy issues, our opportunistic buy and sell strategy, and our institutional management team. Our Advisor New York Recovery Advisors, LLC, or our advisor, a Delaware limited liability company, is our external advisor and is responsible for managing our affairs on a day-to-day basis. 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 American Realty Capital and may contract with third parties or affiliates of American Realty Capital to perform or assist with these functions. Our Sponsor American Realty Capital III, LLC, or our sponsor, 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. American Realty Capital III, LLC owns 100% of the interests in New York Recovery Special Limited Partnership, LLC, or the special limited partner, a Delaware limited liability company, which also is a special limited partner of our operating partnership, and which wholly owns our advisor. Our Board We operate under the direction of our board of directors, the members of which are accountable to us and our stockholders as fiduciaries. Currently, we have five directors, Nicholas S. Schorsch, William M. Kahane, William G. Stanley, Scott J. Bowman and Robert H. Burns. Each of the latter three directors is independent of our advisor. Each of our executive officers and Messrs. Schorsch and Kahane is affiliated with our advisor. Our charter, which requires that a majority of our directors be independent of us, our sponsor, our advisor or any of our or their affiliates, 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. In addition, Michael A. Happel acts as an observer to our board of directors. See the section entitled Conflicts of Interest Certain Conflict Resolution Procedures in this prospectus. 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. Our Operating Partnership We expect to own substantially all our real estate properties through New York Recovery Operating Partnership, L.P., or our operating partnership. We may, however, own properties directly, through subsidiaries of our operating partnership or through other entities. We are the sole general partner of our operating partnership and our advisor is the initial limited partner of our operating partnership. Our structure, which involves ownership of properties through our operating partnership, is referred to as an UPREIT structure. This UPREIT structure may enable sellers of properties to transfer their properties to our operating partnership in exchange for limited partnership units of our operating partnership and defer potential gain recognition for U.S. federal income tax purposes with respect to such transfers of properties. The holders of units in our operating partnership may have their units exchanged for the cash value of a corresponding number of shares of our common stock or, at our option, a corresponding number of shares of our common stock. At present, we have no plans to acquire any specific properties in exchange for units of our operating partnership. 6

16 We present our financial statements, operating partnership income, expenses and depreciation on a consolidated basis with our operating partnership. We intend to maintain the status of our operating partnership as a partnership for U.S. federal income tax purposes. As such our operating partnership is required to file a U.S. federal income tax return on IRS Form 1065 (or any applicable successor form). Pursuant to its limited partnership agreement, an allocable share of items of income, gain, deduction (including depreciation), loss and credit, flows through our operating partnership to us to be included in the computation of our net taxable income for U.S. federal income tax purposes and is reported to us on a Schedule K-1 to such Form 1065 (or any applicable successor form and/or schedule). However, these tax items generally do not flow through us to our stockholders. Rather, in general, our net income and net capital gain effectively flow through us to our stockholders as and when dividends are paid to our stockholders. Our REIT Status If we remain qualified as a REIT, we generally will not be subject to U.S. federal income tax on our net taxable income that we distribute currently to our stockholders. Under the Internal Revenue Code, a REIT is subject to numerous organizational and operational requirements, including a requirement that it generally distribute annually to its stockholders at least 90% of its REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to deduction for dividends paid and excluding net capital gain. If we fail to qualify for taxation as a REIT in any year, our income will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify. Even if we qualify as a REIT, we may still be subject to U.S. federal, state and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed income. Summary Risk Factors Investing in our common stock involves a high degree of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objectives, and therefore, you should purchase these securities only if you can afford a complete loss of your investment. See the section entitled Risk Factors in this prospectus for a discussion of the risks which should be considered in connection with your investment in our common stock. Some of the more significant risks relating to this offering and an investment in our shares include the following: We have a limited operating history and have limited financing sources; We currently own only 17 properties and have not identified any other properties to acquire with the offering proceeds; No public market currently exists, or may ever exist, for shares of our common stock and our shares are, and may continue to be, illiquid; If we, through our advisor, are unable to find suitable investments, then we may not be able to achieve our investment objectives or pay distributions; Our properties may be adversely affected by the current economic downturn, as well as economic cycles and risks inherent to the New York MSA, especially New York City; If we are unable to raise substantial funds, we will be limited in the number and type of investments we may make and the value of your investment in us will fluctuate with the performance of the specific properties we acquire; If only a minimal number of shares is sold in this offering, our ability to diversify our investments will be limited; We may be unable to pay or maintain cash distributions or increase distributions over time; We may pay distributions from unlimited amounts of any source. For example, we may borrow money or use proceeds of this offering to make distributions to our stockholders if we are unable to make distributions with our cash flows from our operations. Such distributions could reduce the cash available to us and could constitute a return of capital to stockholders; 7

17 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 numerous conflicts of interest between the interests of investors and our interests and the interests of our advisor, our sponsor and their respective affiliates; The incentive advisor fee structure may result in our advisor recommending riskier or more speculative investments; Our investment objectives and strategies may be changed without stockholder consent; We are obligated to pay substantial fees to our advisor and its affiliates, including fees payable upon the sale of properties; There are significant risks associated with maintaining as high level of leverage as permitted under our charter (which permits leverage of up to 300% of our total net assets (as defined by the North American Securities Administrators Association Statement of Policy Regarding Real Estate Investment Trusts, or NASAA REIT Guidelines) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments); There are limitations on ownership and transferability of our shares; We are subject to risks associated with the significant dislocations and liquidity disruptions that recently occurred in the United States credit markets; We may fail to continue to qualify as a REIT; Our dealer manager has not conducted an independent review of this prospectus; and We may be deemed to be an investment company under the Investment Company Act and thus subject to regulation under the Investment Company Act. Terms and Status of the Offering We are offering an aggregate of up to million shares of common stock in our primary offering on a best efforts basis at $10.00 per share. Discounts are available for certain categories of purchasers as described in the Plan of Distribution section of this prospectus. We also are offering up to 25.0 million shares of common stock under our distribution reinvestment plan at $9.50 per share, subject to certain limitations, as described in the Distribution Reinvestment Plan section of this prospectus. We will offer shares of common stock in our primary offering until the earlier of September 2, 2013, which is three years from the effective date of this offering, and the date we sell million shares. This offering must be registered in every state in which we offer or sell shares. Generally, such 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. We may sell shares under the distribution reinvestment plan beyond the termination of our primary offering until we have sold 25.0 million shares through the reinvestment of distributions, but only if there is an effective registration statement with respect to the shares. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and our distribution reinvestment plan. In some states, we may not be able to continue the offering for these periods without filing a new registration statement, or in the case of shares sold under the distribution reinvestment plan, renew or extend the registration statement in such state. We may terminate this offering at any time prior to the stated termination date. Our directors, officers, advisor and their respective affiliates may purchase for investment shares of our common stock in this offering and such purchases will not count toward meeting this minimum threshold. We commenced our reasonable best efforts initial public offering of million shares of common stock on September 2, On December 9, 2010, we satisfied the escrow conditions of our public offering of common stock (except for Pennsylvania). On such date, we received and accepted aggregate subscriptions in excess of the minimum of $2.0 million in shares, broke escrow and issued shares of common stock to our initial investors who were admitted as stockholders. On March 6, 2012, we raised in excess of $75.0 million in aggregate gross proceeds from all investors for shares of our common stock. Accordingly, we are now accepting subscriptions from all states, including from residents of Pennsylvania. 8

18 As of March 31, 2013, we had acquired 17 commercial and residential properties which were approximately 94.2% leased on a weighted average basis as of such date. As of March 31, 2013, we had total real estate investments, at cost, of $462.7 million. As of December 31, 2012, we had incurred, cumulatively to that date, $25.7 million in selling commissions, dealer manager fees and other organizational and offering costs for the sale of our common stock. As of March 31, 2013, we had received aggregate gross proceeds of $261.3 million from the sale of 26.5 million shares of common stock in our public offering inclusive of $5.2 million in DRIP proceeds. As of March 31, 2013, there were 28.5 million shares of our common stock outstanding, including restricted stock, converted preferred shares and shares issued under our distribution reinvestment plan. As of March 31, 2013, there were million shares of our common stock available for sale, excluding shares available under our distribution reinvestment plan. Estimated Use of Proceeds of This Offering Depending primarily on the number of shares we sell in this offering, the amounts listed in the table below represent our current estimates concerning the use of the offering proceeds. Since these are estimates, they may not accurately reflect the actual receipt or application of the offering proceeds. The estimates assume that we sell the maximum number of million shares in this offering, and contemplate an offering price of $10.00 per share. We estimate that for each share sold in this offering, approximately $8.72 (assuming no shares available under our distribution reinvestment plan) will be available for the purchase of real estate. We will use the remainder of the offering proceeds to pay the costs of the offering, including selling commissions and the dealer manager fee, and to pay a fee to our advisor for its services in connection with the selection and acquisition of properties. We will not pay selling commissions or a dealer manager fee on shares sold under our distribution reinvestment plan. Subject to limitations adopted by our board, we have discretion to purchase properties or make other real estate investments that relate to varying property types in various locations including office, retail, multifamily residential, industrial, and hotel. Assuming the maximum amount of the offering is raised, we currently estimate that approximately 70% of our assets will be, directly or indirectly, office or retail properties in New York City and the remaining 30% of our assets will be, directly or indirectly, other asset types in the New York MSA that meet our investment criteria, including, but not limited to, multifamily residential, industrial and hotel properties or other real estate investments such as real estate debt. We expect the size of individual properties that we purchase to vary significantly but most of the properties we acquire are likely to have a purchase price between $10 million and $500 million. See the section entitled Investment Strategy, Objectives and Policies Investment Limitations in this prospectus for a more detailed discussion of the limitations of the assets we may acquire. If we encounter delays in the selection, acquisition or development of income-producing properties, we may pay all or a substantial portion of our distributions from the proceeds of this offering or from borrowings in anticipation of future cash flow. The table does not give effect to special sales or volume discounts which could reduce selling commissions and many of the figures represent management s best estimate because they cannot be precisely calculated at this time. Maximum Offering (Not Including Distribution Reinvestment Plan) Amount Percent Gross offering proceeds $ 1,500,000, % Less offering expenses: Selling commissions and dealer manager fee $ 150,000, Organization and offering expenses $ 22,500, Amount available for investment $ 1,327,500, % Acquisition: Acquisition and advisory fees $ 13,275, Acquisition expenses $ 6,637, Amount invested in properties $ 1,307,587, % 9

19 Prior Offerings For a summary of the prior offerings of our affiliates, see the section entitled Prior Performance Summary in this prospectus. Distribution Policy To maintain our qualification as a REIT, we generally are required to make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain, and pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our REIT taxable income. Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant. Distributions that you receive (not designated as capital gain dividends qualified dividend income), including distributions reinvested pursuant to our distribution reinvestment plan, will be taxed as ordinary income to the extent they are paid from our earnings and profits (as determined for U.S. federal income tax purposes). However, distributions that we designate as capital gain dividends generally will be taxable as long-term capital gain to the extent that they are attributable to net capital gain recognized by us. Some portion of your distributions may not be subject to tax in the year in which they are received because depreciation expense reduces the amount of taxable income, but does not reduce cash available for distribution. The portion of your distribution which is not designated as a capital gain dividend, or qualified dividend income, and is in excess of our current and accumulated earnings and profits is considered a return of capital for U.S. federal income tax purposes and will reduce the adjusted tax basis of your investment, but not below zero, deferring such portion of your tax until your investment is sold or our company is liquidated, at which time you will be taxed at capital gains rates. To the extent such portion of your distribution exceeds the adjusted tax basis in your investment, such excess will be treated as capital gain if you hold your shares of stock as a capital asset for U.S. federal income tax purposes. We will furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income, return of capital, qualified dividend income or capital gain. Please note that each investor s tax considerations are different, so, you should consult with your tax advisor prior to making an investment in our shares. You also should review the section of this prospectus entitled Certain Material U.S. Federal Income Tax Considerations. On September 22, 2010, our board of directors declared a distribution rate equal to a 6.05% annualized rate based on the offering price of $10.00 per share of our common stock, commencing December 1, The distributions will be payable by the 5 th day following each month end to stockholders of record at the close of business each day during the prior month. The dividend will be calculated based on stockholders of record each day during the applicable period at a rate of $ per day. In conjunction with the offering of the Series A convertible preferred stock, the board of directors announced its intention to declare, on a monthly basis, cumulative cash distributions at the rate of 8% per annum of the $9.00 liquidation preference per share (resulting in a distribution rate of 8.23% of the purchase price of the convertible preferred stock if the purchase price was $8.75 and a distribution rate of 8.47% of the purchase price of the convertible preferred stock if the purchase price was $8.50). The distribution on each of our shares was cumulative from the first date on which such share was issued and we aggregated and paid the distributions monthly in arrears on or about the first business day of each month. On December 15, 2011, we exercised our option to convert all our outstanding preferred shares into shares of common stock. During the year ended December 31, 2012, distributions paid to common stockholders totaled $6.7 million inclusive of $3.3 million of distributions reinvested pursuant to our distribution reinvestment plan. Distribution payments are dependent on the availability of funds. Our board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. During the year ended December 31, 2012, cash used to pay our distributions was primarily generated from cash flows from operations, common stock issued under our distribution reinvestment plan and proceeds 10

20 from financings. We have continued to pay distributions to our stockholders each month since our initial distribution payment in April There is no assurance that we will continue to declare distributions at this rate. (In thousands) Distributions: Year Ended December 31, 2012 Percentage of Distributions Year Ended December 31, 2011 Percentage of Distributions Distribution paid in cash $ 3,445 $ 2,025 $ 684 Distributions reinvested 3, Total distributions $ 6,703 $ 2,444 $ 684 Source of distribution coverage: Year Ended December 31, 2010 Percentage of Distributions Cash flows provided by operations (1) $ 3, % $ % $ % Common stock issued under the DRIP / offering proceeds 2, % % % Proceeds from issuance of common stock % % % Proceeds from financings 1, % 1, % % Total sources of distributions $ 6, % $ 2, % $ % Cash flows provided by (used in) operations (GAAP basis) (1) $ 3,029 $ 263 $ (1,234) Net loss attributable to stockholders (in accordance with GAAP) $ (6,339) $ (3,419) $ (1,762) (1) Cash flows provided by operations for the years ended December 31, 2012, 2011 and 2010 includes acquisition and transaction related expenses of $6.1 million, $1.5 million and $1.4 million, respectively. The following table compares cumulative distributions paid to cumulative net loss (in accordance with GAAP) for the period from October 6, 2009 (date of inception) through December 31, (In thousands) Distributions paid: For the Period from October 6, 2009 (date of inception) to December 31, 2012 Preferred stockholders $ 2,158 Common stockholders in cash 3,996 Common stockholders pursuant to DRIP/offering proceeds 3,677 Total distributions paid $ 9,831 Reconciliation of net loss: Revenues $ 25,334 Acquisition and transaction-related expenses (9,076 ) Depreciation and amortization (13,180 ) Other operating expenses (4,599 ) Other non-operating expenses (9,988 ) Net income attributable to non-controlling interests (12 ) Net loss (in accordance with GAAP) (1) $ (11,521 ) (1) Net loss as defined by GAAP includes the non-cash impact of depreciation and amortization expense as well as costs incurred relating to acquisitions and related transactions. 11