UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 7, 2014 (October 1, 2014)
AR Capital Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-36669 | | 47-1434549 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification
Number) |
405 Park Avenue — 2nd Floor
New York, New York 10022
(Address, including zip code, of principal executive offices)
(212) 415-6500
(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 is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 8.01. Other Events.
On October 7, 2014, AR Capital Acquisition Corp. (the “Company”) consummated its initial public offering (the “Offering”) of 24,000,000 of its units (the “Units”). Each Unit consists of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and one-half of one warrant (“Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds, before expenses, of $240,000,000. The Company has granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units to cover over-allotments, if any.
Simultaneously with the consummation of the Offering, the Company consummated the private sale of 6,550,000 warrants (the “Private Placement Warrants”), each exercisable to purchase one share of Common Stock at $11.50 per share, to the Company’s sponsor, AR Capital, LLC (the “Sponsor”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds, before expenses, of $6,550,000 (the “Private Placement”). The Private Placement Warrants are identical to the Warrants included in the Units sold in the Offering, except that the Private Placement Warrants (i) will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees, and (ii) may not be transferred, assigned or sold, except to certain permitted transferees, until 30 days after the Company completes its initial business combination.
Approximately $240,000,000 of the proceeds from the Offering and the Private Placement were placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in the trust account will be released until the earlier of the completion of the Company’s initial business combination or the redemption of 100% of the Common Stock issued by the Company in the Offering if the Company is unable to consummate an initial business combination within 24 months from the closing of the Offering.
The Company is including as exhibits to this Current Report on Form 8-K executed copies of its Amended and Restated Certificate of Incorporation, Registration Rights Agreement, Warrant Agreement, Letter Agreements, Investment Management Trust Agreement, M&A Advisory Agreement, Securities Escrow Agreement, Securities Assignment Agreement, Compensation Reimbursement Agreement and the press releases issued by the Company announcing the pricing and consummation of the Offering, respectively.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number | | Description |
| 3.1 | | Amended and Restated Certificate of Incorporation. |
| 4.1 | | Registration Rights Agreement among AR Capital Acquisition Corp., AR Capital, LLC and the Holders signatory thereto, dated as of October 1, 2014. |
| 4.2 | | Warrant Agreement between AR Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of October 1, 2014. |
| 10.1(a) | | Letter Agreement among AR Capital Acquisition Corp., AR Capital, LLC, Nicholas S. Schorsch, William M. Kahane, Nicholas Radesca and Yoav Wiegenfeld, dated as of October 1, 2014. |
| 10.1(b) | | Letter Agreement between AR Capital Acquisition Corp. and David Gong, dated as of October 1, 2014. |
| 10.1(c) | | Letter Agreement between AR Capital Acquisition Corp. and P. Sue Perrotty, dated as of October 1, 2014. |
| 10.1(d) | | Letter Agreement between AR Capital Acquisition Corp. and Dr. Robert J. Froehlich, dated as of October 1, 2014. |
| 10.2 | | Investment Management Trust Agreement between AR Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of October 1, 2014. |
| 10.3 | | M&A Advisory Agreement between AR Capital Acquisition Corp. and RCS Capital, a division of Realty Capital Securities, LLC, dated October 1, 2014 |
| 10.4 | | Securities Escrow Agreement among AR Capital Acquisition Corp., David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, dated October 1, 2014. |
| 10.5 | | Securities Assignment Agreement among AR Capital, LLC, David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, dated October 1, 2014. |
| 10.6 | | Compensation Reimbursement Agreement between AR Capital Acquisition Corp. and AR Capital, LLC, dated October 1, 2014. |
| 10.7 | | Amended and Restated Private Placement Warrant Purchase Agreement between AR Capital Acquisition Corp. and AR Capital, LLC, dated October 1, 2014. |
| 99.1 | | Press Release of AR Capital Acquisition Corp., dated October 1, 2014. |
| 99.2 | | Press Release of AR Capital Acquisition Corp., dated October 7, 2014. |
SIGNATURE
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.
| | AR Capital Acquisition Corp. |
| | |
| | By: | /s/ William M. Kahane |
| Dated: October 7, 2014 | | Name: William M. Kahane |
| | | Title: Chief Executive Officer |
EXHIBIT INDEX
Exhibit
Number | | Description |
| 3.1 | | Amended and Restated Certificate of Incorporation. |
| 4.1 | | Registration Rights Agreement among AR Capital Acquisition Corp., AR Capital, LLC and the Holders signatory thereto, dated as of October 1, 2014. |
| 4.2 | | Warrant Agreement between AR Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of October 1, 2014. |
| 10.1(a) | | Letter Agreement among AR Capital Acquisition Corp., AR Capital, LLC, Nicholas S. Schorsch, William M. Kahane, Nicholas Radesca and Yoav Wiegenfeld, dated as of October 1, 2014. |
| 10.1(b) | | Letter Agreement between AR Capital Acquisition Corp. and David Gong, dated as of October 1, 2014. |
| 10.1(c) | | Letter Agreement between AR Capital Acquisition Corp. and P. Sue Perrotty, dated as of October 1, 2014. |
| 10.1(d) | | Letter Agreement between AR Capital Acquisition Corp. and Dr. Robert J. Froehlich, dated as of October 1, 2014. |
| 10.2 | | Investment Management Trust Agreement between AR Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of October 1, 2014. |
| 10.3 | | M&A Advisory Agreement between AR Capital Acquisition Corp. and RCS Capital, a division of Realty Capital Securities, LLC, dated October 1, 2014 |
| 10.4 | | Securities Escrow Agreement among AR Capital Acquisition Corp., David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, dated October 1, 2014. |
| 10.5 | | Securities Assignment Agreement among AR Capital, LLC, David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, dated October 1, 2014. |
| 10.6 | | Compensation Reimbursement Agreement between AR Capital Acquisition Corp. and AR Capital, LLC, dated October 1, 2014. |
| 10.7 | | Amended and Restated Private Placement Warrant Purchase Agreement between AR Capital Acquisition Corp. and AR Capital, LLC, dated October 1, 2014. |
| 99.1 | | Press Release of AR Capital Acquisition Corp., dated October 1, 2014. |
| 99.2 | | Press Release of AR Capital Acquisition Corp., dated October 7, 2014. |
