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): June 7, 2011
American Realty Capital – Retail Centers of America, Inc.
Maryland
(State or Other Jurisdiction of Incorporation)
| 333-169355 | 27-3279039 |
| (Commission File Number) | (IRS Employer Identification No.) |
405 Park Avenue, 15 the 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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 June 7, 2011, American Realty Capital – Retail Centers of American, Inc. (the “REIT”) and its advisor, American Realty Capital Retail Advisor, LLC (the “Advisor”) agreed that the Advisor shall modify the timing of payment of the asset management fees by the REIT to the Advisor such that the REIT shall pay to the Advisor asset management fees on a current basis, and shall no longer pre-pay those fees, as was allowed under the advisory agreement. In addition, such asset management fee shall be payable, at the discretion of the REIT’s board, in cash, common stock or restricted stock grants, or any combination thereof.
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: June 13, 2011 | By: | /s/ Nicholas S. Schorsch | |
| Name: | Nicholas S. Schorsch | ||
| Title: | Chief Executive Officer and Chairman of the Board of Directors | ||