Current Report Filing (8-k)
September 27 2016 - 5:27PM
Edgar (US Regulatory)
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): September 27, 2016
AR Capital Acquisition
Corp.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-36669
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47-1434549
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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405 Park Avenue — 14th
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:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 1.01. Entry into a Material Definitive Agreement.
On September 27, 2016,
AR Capital Acquisition Corp. (the “Company”) entered into a First Amendment (the “Amendment”) to the Agreement,
dated September 16, 2016, by and among the Company, AR Capital, LLC (“AR Capital”) and Axar Master Fund Ltd. (“Axar”)
(the “Transfer Agreement”), relating to, among other things, the purchase by Axar of all of AR Capital’s securities of the Company.
The Amendment amends
the Transfer Agreement to:
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Revise the recitals to reflect the Company’s intention to seek stockholder approval of an
extension of the date by which the Company must consummate an initial business combination from December 31, 2017 to (i) October
1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent
the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, in each of the proposed
amendments to the Company’s amended and restated certificate of incorporation and the trust agreement the Company entered
into in connection with the Company’s initial public offering (the “IPO”);
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Increase the warrant dividend to be declared on each share of Company’s common stock
(“Common Stock”) from one-third of one warrant to one-half of one warrant to purchase Common Stock, and to
clarify that such warrants will be exercisable beginning on the later of (A) the date that is 30 days after completion of a
business combination and (B) the date that is 12 months from the date such warrants are issued, and that such will otherwise
have the same
terms and conditions as the public warrants included as part of the units sold in the IPO without giving effect to
the warrant amendment contemplated under the Transfer Agreement;
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Clarify that the maximum purchase price payable to AR Capital upon the Company’s consummation
of a business combination is $2,500,000; and
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Revise the date through which Axar has agreed to make certain quarterly loans to the
Company,
commencing on January 1, 2017, to be deposited by the Company into a trust account (the “Trust Account”), from
the first day of each fiscal quarter through the fiscal quarter in which the Company consummates a business combination or
liquidates the
Trust Account
to the first
business day of
the three fiscal quarters following January 1, 2017 (or the two fiscal following January 1, 2017
if the date by which the Company must complete a business combination is extended to October 1, 2017).
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The foregoing summary of the Amendment
is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit 2.1 hereto and incorporated
herein by reference.
Item
7.01. Regulation FD Disclosure.
Attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation that will
be used by the Company in making presentations to certain existing and potential stockholders and public warrantholders of the
Company in connection with the special meeting of stockholders and special meeting of public warrantholders to be held in connection
with the transactions contemplated by the Transfer Agreement (the “special meetings”).
The preceding paragraph
(including Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act.
Item 9.01. Financial Statement and Exhibits.
Exhibit
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Description
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2.1
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First Amendment to Agreement, dated September 27, 2016, by and among the Company, AR Capital, LLC and Axar Master Fund Ltd.
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99.1
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Investor Presentation.
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Additional Information About The Special Meetings And
Where To Find It
The
Company has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) relating to
the matters to be voted upon at the special meetings. The Company mailed the definitive proxy statement to its stockholders and
public warrantholders, as applicable, of record as of September 20, 2016. The Company’s stockholders and public warrantholders
and other interested persons are advised to read the definitive proxy statement and any amendments or supplements thereto because
these documents contain important information about the Company, Axar and the proposals to be voted on at the special meetings.
Stockholders and public warrantholders, as applicable, may obtain copies of the definitive proxy statement without charge at the
SEC’s Internet site at http://www.sec.gov or by directing a request to: AR Capital Acquisition Corp., 405 Park Avenue, 14th
Floor, New York, New York 10022, tel. (212) 415-6500, Attention: Legal Department.
Participants In The Solicitation
The
Company and its directors and officers may be deemed participants in the solicitation of proxies to the Company’s stockholders
and public warrantholders with respect to the special meetings. A list of the names of those directors and officers and a description
of their interests in the Company is contained in the definitive proxy statement for the special meetings.
Forward Looking Statements
This
report includes “forward looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”,
and “project” and other similar expressions that predict or indicate future events or trends or that are not statements
of historical matters and includes statements regarding expected future financial and operating performance. A number of factors
could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. You are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company and Axar
undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events
or otherwise.
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.
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AR Capital Acquisition Corp.
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By:
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/s/ William Kahane
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Dated: September 27, 2016
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Name: William Kahane
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Title: CEO
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