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): January 26, 2016

 

American Realty Capital Global Trust II, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   333-196549   35-2506937

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

405 Park Avenue, 14th Floor

New York, New York 10022

(Address, including zip code, of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (212) 415-6500

 

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.

 

Amended and Restated Share Repurchase Program

 

The board of directors (the “Board”) of American Realty Capital Global Trust II, Inc. (the “Company”) has unanimously approved an amended and restated share repurchase program (the “A&R SRP”) which will become effective on February 28, 2016. The A&R SRP supersedes and replaces the Company’s existing share repurchase program (the “Existing SRP”). Under the A&R SRP, subject to certain conditions, stockholders that purchased shares of common stock of the Company or received their shares from the Company (directly or indirectly) through one or more non-cash transactions and have held their shares for a period of at least one year may request that the Company repurchase their shares of common stock so long as the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.

 

The repurchase price per share for requests other than for death or disability will be equal to (a) until the date (the “NAV Pricing Date”) the Company publishes estimated net asset value per share of common stock calculated by the Company’s advisor in accordance with the Company’s valuation guidelines (the “Estimated Per-Share NAV”), an amount equal to the lower of (i) for stockholders who have continuously held their shares of our common stock for at least one year, the price will be 92.5% of the amount paid for each such share, (ii) for stockholders who have continuously held their shares of our common stock for at least two years, the price will be 95.0% of the amount paid for each such share, (iii) for stockholders who have continuously held their shares of our common stock for at least three years, the price will be 97.5% of the amount paid for each such share, and (iv) for stockholders who have held their shares of our common stock for at least four years, the price will be 100.0% of the amount paid for each share or (b) on and following the NAV Pricing Date, the Estimated Per-Share NAV, in each case multiplied by a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years. In the case of requests for death or disability, the repurchase price per share will be equal to (a) until the NAV Pricing Date, the price paid to acquire the shares from the Company, or (b) on and following the NAV Pricing Date, the Estimated Per-Share NAV at the time of repurchase.

 

Repurchases pursuant to the A&R SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the A&R SRP for any given fiscal semester will be limited to proceeds received during that same fiscal semester through the issuance of common stock pursuant to any distribution reinvestment plan in effect from time to time; provided that the Board has the power, in its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of funds to be used for that purpose.  Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests made during any fiscal semester or fiscal year. The Company will generally pay repurchase proceeds, less any applicable tax or other withholding required by law, by the 31st day following the end of the fiscal semester during which the related repurchase request was submitted.

 

As previously disclosed, the Company expects the NAV Pricing Date will occur no later than March 16, 2017 consistent with the new rules described in FINRA Regulatory Notice 15-02, which will become effective in April 2016. Subsequent calculations of Estimated Per-Share NAV will occur periodically, at the discretion of the Board, provided that such calculations will be made at least once annually.  Following the NAV Pricing Date, the Estimated Per-Share NAV will be disclosed in a periodic report.

 

Repurchases Under Existing SRP

 

As permitted under the Existing SRP, on January 26, 2016, the Board unanimously authorized, with respect to redemption requests received during the quarter ended December 31, 2015, the repurchase of shares validly submitted for repurchase in an amount equal to 0.98% of 684,769, the weighted average number of shares of common stock outstanding for the period from April 23, 2014 (date of inception) to December 31, 2014, representing all of the shares validly submitted for repurchase (including all requests for death or disability) during the quarter ended December 31, 2015.

 

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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
GLOBAL TRUST II, INC.
 
       
       
Date: January 28, 2016 By: /s/ Scott J. Bowman  
 

Scott J. Bowman

Chief Executive Officer and President

  

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