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): November 17, 2015
RCS Capital Corporation
(Exact name of registrant as specified in its charter)
| Delaware | | 001-35924 | | 38-3894716 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
405 Park Ave., 15th Floor
New York, NY | | 10022 |
| (Address of principal executive offices) | | (Zip Code) |
(866) 904-2988
(Registrant’s telephone number, including area code)
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 7.01. Regulation FD Disclosure.
As previously disclosed, on November 8, 2015, RCS Capital Corporation (the “Company”) entered into amended First and Second Lien Credit Agreements with the agents and lenders party thereto.
The Company is filing, as an exhibit to this Current Report on Form 8-K, the attached presentation (relating to the Company’s Retail Advice division, Cetera Financial Group), which was shared with the agents and certain of the lenders in October 2015, who agreed to receive confidential information and become temporarily restricted from trading, in connection with the Company’s negotiation of the amendments to the credit agreements. The presentation reflected the facts, information, assumptions and estimates available at that time, based upon the period ended June 30, 2015. The information has not been updated and does not necessarily reflect the facts, information, assumptions and estimates of the Company as of the date hereof.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | | Description |
| 99.1 | | Lender Presentation |
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.
| | | RCS Capital Corporation |
| | | |
| | | |
| Date: November 17, 2015 | | By: | /s/ R. Lawrence Roth | |
| | | Name: | R. Lawrence Roth | |
| | | Title: | Chief Executive Officer | |
