Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - American Realty Capital - Retail Centers of America II, Inc. | v397694_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 30, 2014 (December 29, 2014)
American Realty Capital – Retail Centers of America II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 333-196594 | 38-3930764 | |
| (Commission File Number) | (IRS Employer Identification No.) |
|
405 Park Avenue New York, New York 10022
|
| (Address, including zip code, of Principal Executive Offices) |
| (212) 415-6500 |
| (Registrant's Telephone Number, Including Area Code) |
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:
| o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Company Simplifies Board Structure as Part of Sponsor’s Corporate Governance Initiative
On December 29, 2014, the board of directors (the “Board”) of American Realty Capital – Retail Centers of America II, Inc. (the “Company”) implemented certain changes to the composition of the Board and management team consistent with its sponsor’s year-long initiative to further enhance the corporate governance profiles of its various sponsored programs, including promoting or appointing experienced management, mitigating potential conflicts, reducing complexity and minimizing overlap among directors of its sponsored programs.
Appointment of William M. Kahane as Director and Chairman to Replace Nicholas S. Schorsch
On December 29, 2014, the Board appointed William M. Kahane, currently the chief executive officer, president, chief operating officer, and secretary of the Company, to serve as a director of the Company and the chairman of the Board, effective as of that same date. In connection with Mr. Kahane’s appointment as a director and chairman of the Board, Nicholas S. Schorsch resigned from his role as chairman of the Board. Mr. Schorsch did not resign pursuant to any disagreement with the Company. Simultaneously with his appointment as a director and chairman of the Board, Mr. Kahane resigned from his role as chief operating officer and secretary of the Company and the Company’s advisor. Mr. Kahane did not resign pursuant to any disagreement with the Company. Mr. Kahane will continue to serve in his capacity as chief executive officer and president of the Company. There are no related party transactions involving Mr. Kahane that are reportable under Item 404(a) of Regulation S-K.
Appointment of Patrick J. Goulding as Chief Financial Officer and Treasurer to Replace Nicholas Radesca and as Secretary to Replace William M. Kahane
On December 29, 2014, the Board appointed Patrick J. Goulding to serve as the Company’s chief financial officer and treasurer, effective as of that same date. In connection with Mr. Goulding’s appointment as chief financial officer and treasurer of the Company, Nicholas Radesca resigned as chief financial officer and treasurer of the Company, effective as of that same date. Mr. Radesca also resigned from his role as chief financial officer and treasurer of the Company’s advisor. Mr. Radesca did not resign pursuant to any disagreement with the Company. Mr. Goulding will also serve as chief financial officer and treasurer of the Company’s advisor.
Also effective December 29, 2014, the Board appointed Mr. Goulding to serve as the Company’s secretary. Mr. Goulding will also serve as secretary of the Company’s advisor. There are no related party transactions involving Mr. Goulding that are reportable under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On December 30, 2014, AR Capital, LLC, the parent of the sponsor of the Company, issued a press release, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by AR Capital, LLC on December 30, 2014 |
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.
| AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC. | |||
| December 30, 2014 | By: | /s/ William M. Kahane | |
| Name: | William M. Kahane | ||
| Title: |
Chief Executive Officer, President and Chairman of the Board of Directors
| ||