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 5, 2012
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 1.01. Entry into a Material Definitive Agreement
The information required in Item 1.01 is included in Item 2.01 below and is incorporated by reference herein.
Item 2.01. Completion of Acquisition or Disposition of Assets
On July 5, 2012, Phillips Edison – ARC Shopping Center REIT Inc., a Maryland corporation (the “Company”), through a joint venture formed between a group of institutional international investors advised by CBRE Investors Global Multi Manager (the “CBRE Global Investors”) and the Company’s wholly-owned subsidiary (the “Joint Venture”), purchased a shopping center containing 125,550 rentable square feet located on approximately 10.1 acres of land in Bensenville, Illinois (“Brentwood Commons”) for approximately $14.9 million, exclusive of closing costs. The Company holds an approximate 54% interest in the Joint Venture and the CBRE Global Investors hold the remaining approximate 46% interest. The Joint Venture funded the purchase price with proceeds of approximately $9.0 million from a term loan agreement with Bank of America N.A., proceeds of approximately $3.2 million from the Company’s initial public offering and approximately $2.7 million provided by the CBRE Global Investors. Brentwood Commons was originally constructed in 1980. Brentwood Commons was purchased from FW-IL Brentwood Commons, LLC, a Delaware limited liability company that is not affiliated with the Company, its advisor or its sub-advisor.
Brentwood Commons is approximately 99.1% leased to 17 tenants. The largest tenant at Brentwood Commons is a Dominick’s grocery store, which occupies approximately 52% of the rentable square feet at Brentwood Commons. The current aggregate annual effective rent for the tenants of Brentwood Commons is approximately $1.4 million and the current weighted-average remaining lease term for the tenants is approximately 6.7 years. The current weighted-average effective rental rate over the lease term, which is calculated as the annualized effective rent divided by the leased rentable square feet, is approximately $10.85 per square foot.
Based on the current condition of Brentwood Commons, the Company does not believe that it will be necessary to make significant renovations to Brentwood Commons. The Company’s management believes that Brentwood Commons is adequately insured.
Item 8.01. Other Events
On July 9, 2012, the Company issued a press release announcing its acquisition of Brentwood Commons.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements and Businesses Acquired
Since it is impracticable to provide the required financial statements for the acquired real properties described above at the time of this filing, and no financial statements (audited or unaudited) are available at this time, the Company hereby confirms that it intends to file the required financial statements on or before September 18, 2012, by amendment to this Form 8-K.
(b) Pro Forma Financial Information
See paragraph (a) above
(c) Exhibits
99.1 Press Release dated July 9, 2012
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 9, 2012 | By: | /s/ R. Mark Addy | ||||
| R. Mark Addy | ||||||
| Chief Operating Officer | ||||||
EXHIBIT INDEX
Exhibit No. | Description | |||
Ex. 99.1 | Press Release dated July 9, 2012 | |||