No. 1




Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): August 6, 2015


American Realty Capital Daily Net Asset Value Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)



(State or Other Jurisdiction of Incorporation)


333-169821   27-3441614
(Commission File Number)   (IRS Employer Identification No.)


405 Park Avenue, 14th Floor

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))




Explanatory Note


This Amended Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K of American Realty Capital Daily Net Asset Value Trust, Inc. (the “Company”) filed on August 7, 2015 to clarify that the Company’s advisor and property manager will not be transferred pursuant to the transactions described below. 


Item 8.01. Other Events.


On August 6, 2015, AR Capital, LLC (“ARC”), the sponsor of the Company, entered into a Transaction Agreement (the “Transaction Agreement”) with AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH”), and an affiliate of Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”), and a newly formed entity, AR Global Investments, LLC, a Delaware limited liability company (“AR Global”). The Transaction Agreement provides that ARC will transfer to AR Global substantially all of the assets of its ongoing asset management business (including equity interests in its subsidiaries).  AMH will contribute money and other assets to AR Global.  Following the consummation of the transactions contemplated by the Transaction Agreement, AMH will hold a 60% interest in AR Global and ARC will hold a 40% interest in AR Global. The business and affairs of AR Global will be overseen by a board of managers comprised of ten members, six of which will be appointed by AMH and four of which will be appointed by ARC.  The Company’s advisor and property manager are not included in the assets which will be transferred to AR Global and will continue to be indirectly owned by ARC following the transactions.


Additionally, on August 6, 2015, RCS Capital Corporation (“RCS Capital”), the parent of the Company’s former dealer manager and a company under common control with ARC, announced that it has entered into an agreement with an affiliate of Apollo to sell RCS Capital’s Wholesale Distribution division, including the Company’s former dealer manager, and certain related entities (collectively, the “Transactions”).  Upon completion of the Transactions, the Company’s former dealer manager will continue to operate as a stand-alone entity within AR Global. The current management team of the Company’s former dealer manager, which is led by William E. Dwyer III, will continue to operate the day-to-day functions of the business.


The Transactions are subject to customary closing conditions and are expected to close in 2015. Upon consummation of the Transactions, the company’s advisor and property manager and ARC will continue to serve in their respective capacities to the Company following the Transactions.  The Company’s independent directors unanimously endorsed the Transactions.







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.


August 13, 2015 By:   /s/ William M. Kahane 
    Name:   William M. Kahane

Chief Executive Officer and

Chairman of the Board of Directors