0001144204-16-141584.txt : 20161228 0001144204-16-141584.hdr.sgml : 20161228 20161228170037 ACCESSION NUMBER: 0001144204-16-141584 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161228 DATE AS OF CHANGE: 20161228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC. CENTRAL INDEX KEY: 0001500554 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 273279039 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55198 FILM NUMBER: 162073015 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 415 6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: American Finance Trust, Inc CENTRAL INDEX KEY: 0001568162 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 900929989 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-415-6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: American Realty Capital Trust V, Inc. DATE OF NAME CHANGE: 20130129 425 1 v455830_425.htm 425

Filed by American Finance Trust, Inc.

Commission File No. 000-55197

Pursuant to Rule 425 Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

 

Subject Company: American Realty Capital — Retail Centers of America, Inc.

Commission File No. 000-55198

 

This filing relates to the proposed merger of American Finance Trust, Inc. (“AFIN”) and American Realty Capital — Retail Centers of America, Inc. (“RCA”). The following are (1) the script of a recorded message to be distributed to AFIN stockholders beginning on December 28, 2016, and (2) the script of a recorded message to be distributed to RCA stockholders beginning on December 28, 2016.

 

Additional Information About the Proposed Transaction and Where to Find It

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, AFIN and RCA filed a joint proxy statement/prospectus with the SEC on December 16, 2016. BOTH AFIN’S AND RCA’S STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

 

Investors may obtain free copies of the joint proxy statement/prospectus and other relevant documents filed by AFIN and RCA with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov.

 

Copies of the documents filed by AFIN with the SEC are also available free of charge on AFIN’s website at www.americanfinancetrust.com and copies of the documents filed by RCA with the SEC are available free of charge on RCA’s website at www.retailcentersofamerica.com.

 

 

 

AFIN Telephone Message

 

Hi, this is Mike Weil, President and Chief Executive Officer of American Finance Trust.

 

I’m calling to let you know about a special meeting of American Finance Trust stockholders being held on February 13th to approve a merger with American Realty Capital-Retail Centers of America, also a public, non-traded real estate investment trust which is advised by our external manager, AR Global Investments.

 

As a stockholder, your participation in this important vote is needed.

 

You will receive a joint proxy statement/prospectus related to the proposed merger and special meeting over the coming week. The materials will include instructions on how to easily vote your shares by mail, over the phone or online.

 

We invite you to participate in one or more of our upcoming web based presentations on the proposed merger. The first of these webcasts is scheduled for Friday, January 6th at 1:00 pm Eastern.

 

You may find a schedule of upcoming webcasts at www.americanfinancetrust.com

 

 

 

 

After reviewing the proxy materials, you may contact Broadridge Investor Communication Solutions at 855-973-0094 for help with voting your shares.

 

Your early vote on this matter is greatly appreciated.

 

INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. THESE MATERIALS ARE AVAILABLE FREE OF CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV, AT WWW.RETAILCENTERS OFAMERICA.COM OR AT WWW.AMERICANFINANCETRUST.COM.

 

Thank you.

 

 

 

RCA Telephone Message

 

Hi, this is Mike Weil, President and Chief Executive Officer of American Realty Capital - Retail Centers of America, or RCA.

 

I’m calling to let you know about a special meeting of RCA stockholders being held on February 13th to approve a merger with American Finance Trust, also a public, non-traded real estate investment trust which is advised by our external manager, AR Global Investments.

 

As a stockholder, your participation in this important vote is needed.

 

You will receive a joint proxy statement/prospectus related to the proposed merger and special meeting over the coming week. The materials will include instructions on how to easily vote your shares by mail, over the phone or online.

 

We invite you to participate in one or more of our upcoming web based presentations on the proposed merger. The first of these webcasts is scheduled for Friday, January 6th at 2:00 pm Eastern.

 

You may find a schedule of upcoming webcasts at www.retailcentersofamerica.com.

 

After reviewing the proxy materials, you may contact Broadridge Investor Communication Solutions at 855-973-0094 for help with voting your shares.

 

Your early vote on this matter is greatly appreciated.

 

INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. THESE MATERIALS ARE AVAILABLE FREE OF CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV, AT WWW.RETAILCENTERS OFAMERICA.COM OR AT WWW.AMERICANFINANCETRUST.COM.

 

Thank you.