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EX-99.1 - EX-99.1 - Phillips Edison & Company, Inc.v362948_ex99-1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 12, 2013

 

PHILLIPS EDISON – ARC SHOPPING CENTER REIT INC.

(Exact name of registrant specified in its charter)

  

Maryland 000-54691 27-1106076

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

IRS Employer

Identification No.

 

11501 Northlake Drive

Cincinnati, Ohio 45249

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (513) 554-1110

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

 

Item 8.01. Other Events

 

Email Relating to Offering

 

On December 12, 2013, Realty Capital Securities, LLC, the exclusive dealer manager for Phillips Edison – ARC Shopping Center REIT Inc.’s (the “Company”) ongoing $1.75 billion primary offering of common stock (the “Offering”), sent an email to broker dealers and financial advisors affiliated with members of the Company’s selling group in which it notified such recipients that, as of December 11, 2013, the Company had received subscriptions for shares in the Offering that the Company believes will be sufficient to reach the 176.5 million shares that the Company may issue in the Offering (including amounts reallocated from the Company’s dividend reinvestment plan offering, or the “DRIP”).

 

As previously announced with respect to the Company’s filing of a follow-on offering registration statement, the Company will not issue, in the aggregate, more than the total amount of shares registered for sale in the Offering (including shares reallocated from the DRIP). In light of the number of shares issued to date and the anticipated completion of the Offering, the Company will not commence the follow-on offering.

 

The text of the email is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

 

(d)Exhibits

 

99.1
Email dated December 12, 2013

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

         
  PHILLIPS EDISON – ARC SHOPPING CENTER REIT INC.
     

Dated: December 12, 2013
By:

 

/s/ R. Mark Addy

      R. Mark Addy
      Co-President and Chief Operating Officer