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): July 28, 2014 (July 24, 2014)

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

On July 24, 2014, Phillips Edison – ARC Shopping Center REIT Inc. (the “Company) issued a press release announcing its recent engagement of BofA Merrill Lynch and RCS Capital as financial advisors to advise the Company in its evaluation of possible strategic alternatives.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated July 24, 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.

	PHILLIPS EDISON – ARC SHOPPING CENTER REIT INC.
Dated: July 28, 2014	By:	/s/ R. Mark Addy
		R. Mark Addy
		Co-President

EX-99.1

CONTACTS	For: Emily Leverone
From: Matt Goldstein	Director of Investor Relations
DDCworks	Phillips Edison – ARC Shopping Center REIT Inc.
mgoldstein@ddcworks.com	eleverone@phillipsedison.com
(484) 342-3600	(513) 746-2595

FOR IMMEDIATE RELEASE

Phillips Edison–ARC Shopping Center REIT Inc. Engages Financial Advisors to

Evaluate Strategic Alternatives

CINCINNATI, OH, July 24, 2014 — Phillips Edison–ARC Shopping Center REIT Inc. (the “Company”) announced today that it has engaged BofA Merrill Lynch and RCS Capital, the investment banking and capital markets division of Realty Capital Securities, LLC, as financial advisors to advise the Company in its evaluation of possible strategic alternatives.

About Phillips Edison – ARC Shopping Center REIT Inc.

Phillips Edison-ARC Shopping Center REIT Inc. is a public non-traded REIT that seeks to acquire and manage well-occupied grocery-anchored neighborhood shopping centers having a mix of national and regional retailers selling necessity-based goods and services, in strong demographic markets throughout the United States. The Company is co-sponsored by two industry leaders: Phillips Edison & Company, who has acquired over $3.25 billion in shopping centers throughout the United States, and AR Capital, LLC, a real estate investment program sponsor dedicated to governance best practices. As of July 24, 2014 the Company owned and managed an institutional quality retail portfolio consisting of 120 grocery-anchored shopping centers totaling approximately 12.6 million square feet. For more information on the Company, please visit the Company’s website at www.phillipsedison-arc.com.

Important Notice

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words.

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