8-K

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 12, 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 December 12, 2013, Realty Capital Securities, LLC, the exclusive dealer manager for Phillips Edison – ARC Shopping Center REIT Inc.’s (the “Company”) ongoing $1.75 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, as of December 11, 2013, the Company had received subscriptions for shares in the Offering that the Company believes will be sufficient to reach the 176.5 million shares that the Company may issue in the Offering (including amounts reallocated from the Company’s dividend 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 issue, in the aggregate, more than the total amount of shares registered for sale in the Offering (including shares reallocated from the DRIP). In light of the number of shares issued to date and the anticipated completion of the Offering, the Company will not commence the follow-on offering.

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 December 12, 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: December 12, 2013	By:	/s/ R. Mark Addy
		R. Mark Addy
		Co-President and Chief Operating Officer

EX-99.1

Exhibit 99.1

 

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, as of December 11, 2013, Phillips Edison-ARC Shopping Center REIT Inc. (“PE-ARC”) had received subscriptions for shares it believes will be sufficient to reach the full number of shares that PE-ARC may issue under its non-traded initial public offering of 176.5 million shares of common stock (including amounts reallocated from its dividend reinvestment plan (“DRIP”)).

As previously announced with respect to the filing of its follow-on offering registration statement, PE-ARC will not issue, in the aggregate, more than the total amount of shares registered for sale in its initial public offering (including reallocated DRIP shares).  In light of the number of shares issued to date and the anticipated completion of its initial public offering, PE-ARC will not commence its follow-on offering.

PE-ARC and its transfer agent will process as many subscriptions as it can that were received in good order through yesterday, Wednesday, December 11, 2013.

Any subscription that PE-ARC is unable to accept will be promptly returned.

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, LLC R. Lawrence Roth
Chief Executive Officer
Realty Capital Securities, LLC Louisa Quarto
President
Realty Capital Securities, LLC

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.