UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
to
CURRENT REPORT
PURSUANT TO SECTION 13 of 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 2, 2015
American Realty Capital Hospitality Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | | 000-55394 | | 80-0943668 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of incorporation or | | | | Identification No.) |
| organization) | | | | |
405 Park Avenue
New York, New York 10022
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (212) 415-6500
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)) |
Explanatory Note
On December 8, 2015, American Realty Capital Hospitality Trust, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting its acquisition of two hotel assets (collectively, the “Second Noble Closing Hotels”) from affiliates of Noble Investment Group, LLC (“Noble”) for an aggregate purchase price of $59.0 million on December 2, 2015. Also as reported in the Original Form 8-K, the Company had previously acquired two additional hotel assets (collectively with the Second Noble Closing Hotels, the “Acquired Noble Hotels”) on November 2, 2015 from affiliates of Noble. The Acquired Noble Hotels are part of a portfolio of 13 hotels (collectively, the “Noble Portfolio”) the Company has the right to acquire from affiliates of Noble in four separate closings, the remaining two of which are scheduled to occur during the first quarter of 2016. As reported in the Original Form 8-K, as of December 2, 2015, the Company had consummated its acquisition of only the Acquired Noble Hotels, and the acquisition of the remaining hotels in the Noble Portfolio had not been consummated as of such date.
The Company is filing this amendment (the “Amendment”) to amend the Original Form 8-K to reflect the fact that neither the Company’s acquisition of the Second Noble Closing Hotels, taken alone, nor the Company’s acquisition of the Acquired Noble Hotels, taken alone, was a “significant acquisition” for purposes of Item 2.01 of Form 8-K.
This Amendment should be read in conjunction with the Original Form 8-K.
Item 8.01. Other Events.
The disclosure above under “Explanatory Note” is incorporated in this Item 8.01 by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC. |
| | | |
| Date: January 12, 2016 | By: | /s/ Jonathan P. Mehlman |
| | Name: | Jonathan P. Mehlman |
| | Title: | Chief Executive Officer and President |
