8-K

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): December 11, 2014

American Realty Capital – Retail Centers of America, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

000-55198	27-3279039
(Commission File Number)	(IRS Employer Identification No.)

405 Park Avenue, 15th 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:

 ¨ 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 December 11, 2014, AR Capital, LLC (“AR Capital”), the parent of the sponsor of American Realty Capital – Retail Centers of America, Inc. (the “Company”) announced that it will engage Deloitte & Touche, LLP (“Deloitte”) to provide outsourced internal audit services on behalf of the publicly registered, non-traded companies that AR Capital directly or indirectly sponsors, including the Company.  Pursuant to the engagement, Deloitte will work with the Company’s management to develop an annual risk-based internal audit work plan and budget which will be presented to the Company’s audit committee for approval, provide the audit committee with a quarterly update on its work and formally report the results of its work to the audit committee.  AR Capital issued a press release with respect to the announcement, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by AR Capital, LLC on December 11, 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.

	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC.
Date: December 11, 2014	By:	/s/ Nicholas S. Schorsch
		Nicholas S. Schorsch
		Chief Executive Officer and Chairman of the Board of Directors

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

AR Capital to Engage Deloitte & Touche to Provide Internal Audit Services

New York, New York, December 11, 2014 – AR Capital, LLC (“AR Capital”), an active sponsor and manager of numerous alternative investment programs, announced today that it has obtained approval from the audit committees of its publicly registered, non-traded companies to engage Deloitte & Touche LLP (“Deloitte”) to provide outsourced internal audit services on their behalf.

“In line with AR Capital’s commitment to maintain and expand our best-in-class organizational practices, we will engage Deloitte to conduct our internal audit function on behalf of our direct investment programs,” commented Nicholas A. Radesca, Chief Financial Officer of AR Capital. “With the engagement of a highly reputable ‘Big Four’ accounting firm, we are clearly demonstrating AR Capital’s commitment to excellence and best practices. Deloitte meets AR Capital’s high standards, and I am confident that they will bring significant value by leveraging their deep experience, as well as their established tools and lessons-learned within the industry. We look forward to working closely with Deloitte and coordinating with our audit committees as we continue to enhance our processes.”

Deloitte will work with management and the audit committees to provide internal audit services for AR Capital’s non-traded companies including: American Realty Capital Hospitality Trust, Inc., American Realty Capital Daily Net Asset Value Trust, Inc., American Realty Capital Global Trust, Inc., American Realty Capital Global Trust II, Inc., American Realty Capital Healthcare Trust II, Inc., American Realty Capital Healthcare Trust III, Inc., American Realty Capital New York City REIT, Inc., American Realty Capital - Retail Centers of America, Inc., American Realty Capital - Retail Centers of America II, Inc., Business Development Corporation of America, Business Development Corporation of America II, ARC Realty Finance Trust, Inc., and American Realty Capital Trust V, Inc.

About AR Capital

Founded in 2006, AR Capital is a full-service investment management firm providing advisory services to retail and institutional investors. AR Capital is an active sponsor and manager of numerous alternative investment programs, including multiple REITs, open-end mutual funds, a business development company and a closed–end fund.  Additional information can be found at www.americanrealtycap.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 “will,” “should,” “may,” “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words.

Investor Inquiries:

Anthony J. DeFazio SVP of Public Relations DDCworks tdefazio@ddcworks.com (484) 342-3600   Andrew G. Backman Managing Director of Investor Relations and Public Relations RCS Capital Corporation abackman@rcscapital.com (917) 475-2135   Nicholas A. Radesca Chief Financial Officer AR Capital, LLC nradesca@arlcap.com (212) 415-6559