UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 11, 2014

American Realty Capital – Retail Centers of America, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

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:

Item 8.01. Other Events.

On December 11, 2014, AR Capital, LLC (“AR Capital”), the parent of the sponsor of American Realty Capital – Retail Centers of America, Inc. (the “Company”) announced that it will engage Deloitte & Touche, LLP (“Deloitte”) to provide outsourced internal audit services on behalf of the publicly registered, non-traded companies that AR Capital directly or indirectly sponsors, including the Company.  Pursuant to the engagement, Deloitte will work with the Company’s management to develop an annual risk-based internal audit work plan and budget which will be presented to the Company’s audit committee for approval, provide the audit committee with a quarterly update on its work and formally report the results of its work to the audit committee.  AR Capital issued a press release with respect to the announcement, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 
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.