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): October 15, 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 October 15, 2013, Realty Capital Securities, LLC, the exclusive dealer manager for Phillips Edison – ARC Shopping Center REIT Inc.’s (the “Company”) ongoing $1.5 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, through October 14, 2013, the Company had raised approximately $1.15 billion under the Offering (not including amounts available under its $285 million distribution 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 raise, in the aggregate, more than the total amount of shares registered for sale in its Offering (subject to its right to reallocate shares from the DRIP to the Offering). The Company will not commence the follow-on offering if it has raised the amounts contemplated by the Offering prior to effectiveness of the follow-on offering. The Company’s dealer manager further announced that it is currently anticipated that the full amount registered in the Offering will be raised prior to the end of the fourth quarter.
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 October 15, 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: October 15, 2013 | By: | /s/ R. Mark Addy |
R. Mark Addy | ||
Co-President and Chief Operating Officer |
COMMUNICATION FOR BROKER DEALERS AND
FINANCIAL ADVISORS
WHO ARE AFFILIATED WITH PHILLIPS EDISON-ARC SHOPPING CENTER REIT INC. SELLING GROUP MEMBERS
NOT FOR FURTHER DISTRIBUTION
We are writing to inform you that, through October 14, 2013, Phillips Edison-ARC Shopping Center REIT
Inc. (“PE-ARC”) has raised $1.15 billion of its $1.5 billion offering of common stock (not including amounts available
under its $285 million distribution reinvestment plan offering, “DRIP”).
As previously announced with respect to the filing of its follow-on offering registration statement, PE-ARC will not raise, in
the aggregate, more than the total amount of shares registered for sale in its initial public offering (subject to its right to
reallocate shares from its DRIP to the primary offering). PE-ARC will not launch the follow-on offering if it has raised
the amounts contemplated by its initial public offering prior to effectiveness of the follow-on offering. It is currently
anticipated that the full amount registered in the initial public offering will be raised prior to the end of the fourth quarter.
We will provide you with regular updates regarding the status of PE-ARC's initial public offering.
Your firm has been an important part of the selling group and we appreciate your efforts to support PE-ARC’s fundraising.
Please feel free to contact us with any questions on this announcement.
Michael Weil Chairman Realty Capital Securities |
R. Lawrence Roth Chief Executive Officer Realty Capital Securities |
Louisa Quarto President Realty Capital Securities |
Not For Further Distribution
Please do not forward this electronic communication.
Copyright (C) 2013 Realty Capital Securities, LLC All rights reserved.
Realty Capital Securities, LLC (Member FINRA/SIPC) is the dealer
manager for Phillips Edison-ARC Shopping Center REIT Inc. This is neither an offer to sell or a solicitation of an offer to buy
the securities described herein. An offering is made only by the prospectus.
To obtain a prospectus for any of these offerings, please contact Realty
Capital Securities, LLC (Member FINRA/SIPC), Three Copley Place, Suite 3300, Boston, MA 02116, 877-373-2522.