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): August ~~July 30~~6, 2015

American Realty Capital – Retail Centers of America II, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

333-196594		38-3930764
(Commission File Number)		(IRS Employer Identification No.)

405 Park Avenue

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:


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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On August 36, 2015, AR Capital, LLC (“ARC”), the parent of American Realty Capital IV, LLC, the sponsor of American Realty Capital – Retail Centers of America II, Inc. (the “Company”), entered into ana ~~indemnification~~Transaction ~~agreement~~Agreement (the “~~Indemnification~~ Transaction Agreement”) with ~~Lisa~~AMH Holdings D(Cayman), L.P., ~~Kabnick~~a inCayman ~~connection~~Islands exempted limited partnership (“AMH”), and an affiliate of Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”), and a newly formed entity, AR Global Investments, LLC, a Delaware limited liability company (“AR Global”). The Transaction Agreement provides that ARC will transfer to AR Global substantially all of the ~~appointment~~assets of Msits ongoing asset management business (including equity interests in its subsidiaries). ~~Kabnick~~AMH aswill ancontribute ~~independent~~money ~~director~~and other assets to AR Global. Following the consummation of the ~~Company~~transactions (the “Transactions”) contemplated by the Transaction Agreement, AMH will onhold ~~August~~a 360% interest in AR Global and ARC will hold a 40% interest in AR Global. The business and affairs of AR Global will be overseen by a board of managers comprised of ten members, ~~2015~~six of which will be appointed by AMH and four of which will be appointed by ARC. The Company’s advisor and sponsor are currently owned indirectly by ARC and following the Transactions will be owned indirectly by AR Global.

~~The~~Also ~~Indemnification Agreement~~on isAugust ~~substantially~~6, ~~similar~~2015, inRCS ~~form~~Capital ~~to the indemnification agreement entered into by the Company with its other directors~~Corporation ~~and~~(“RCS ~~officers~~Capital”), ~~and provides that~~ the ~~Company~~parent ~~will~~of ~~indemnify Ms. Kabnick to~~ the ~~fullest extent permitted by Maryland law and the~~ Company’s ~~charter~~ ~~and~~dealer ~~subject~~manager toand ~~the~~a ~~limitations~~company ~~set~~under ~~forth~~common incontrol ~~the~~with ~~Indemnification Agreement~~ARC, ~~from and against all judgments, penalties, fines~~announced ~~and amounts paid in settlement and expenses reasonably incurred by Ms. Kabnick~~ that ~~may~~it ~~result~~has orentered ~~arise~~into inan ~~connection~~agreement with ~~Ms. Kabnick~~an ~~serving~~affiliate inof ~~her~~Apollo ~~capacity~~to assell aRCS ~~present~~Capital’s orWholesale ~~former~~Distribution ~~director~~division, including ~~officer, employee or agent of~~ the Company’s ordealer ~~as a director, trustee, officer, partner,~~ manager, ~~managing~~and ~~member,~~certain ~~fiduciary,~~related ~~employee~~entities. orUpon ~~agent~~completion of ~~any~~the ~~other foreign or domestic corporation~~transaction, ~~partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that Ms. Kabnick is or was serving in such capacity at~~ the ~~request of the~~ Company.’s dealer ~~The~~manager ~~Indemnification~~will ~~Agreement~~continue ~~further provides that, subject~~ to ~~the~~operate ~~limitations~~as ~~set forth~~a instand-alone ~~the~~entity ~~Indemnification~~within ~~Agreement,~~AR ~~the~~Global. ~~Company~~The ~~will,~~current ~~without~~management ~~requiring~~team ~~a preliminary determination~~ of ~~Ms.~~the ~~Kabnick~~Company’s ~~ultimate~~dealer ~~entitlement of indemnification under the Indemnification Agreement~~manager, ~~advance~~which ~~all~~is ~~reasonable~~led ~~expenses to Ms. Kabnick incurred~~ by orWilliam ~~on behalf of Ms~~E. ~~Kabnick~~Dwyer inIII, ~~connection~~will ~~with~~continue ~~any~~to ~~proceeding~~operate ~~Ms.~~the ~~Kabnick is or is threatened~~ day-to-day befunctions ~~made~~of athe ~~party to~~business.

The ~~Indemnification Agreement~~various ~~provides~~transactions ~~that~~with ~~Ms.~~Apollo ~~Kabnick~~are subject ~~is entitled~~ to ~~indemnification~~customary ~~unless~~closing itconditions ~~is established by clear~~ and ~~convincing~~are ~~evidence~~expected ~~that (a) the act or omission of Ms. Kabnick was material~~ to ~~the~~close ~~matter giving rise to the proceeding and (i) was committed~~ in ~~bad faith or (ii) was the result of active and deliberate dishonesty, (b) Ms~~2015. ~~Kabnick~~Despite ~~actually received an improper personal benefit in money, property or services or (c) in~~ the ~~case~~indirect change of ~~any~~control ~~criminal proceeding, Ms. Kabnick had reasonable cause to believe~~ that ~~her~~would ~~conduct was unlawful. The Indemnification Agreement further limits Ms. Kabnick’s entitlement to indemnification~~occur infor ~~cases~~the ~~where (a) Ms. Kabnick~~Company’s ~~gross negligence or willful misconduct caused loss or liability to the Company~~advisor, ~~(b)~~dealer ~~loss or~~manager ~~liability~~and ~~arose~~sponsor ~~from~~upon anconsummation ~~alleged violation~~ of ~~federal~~the orvarious ~~state~~Apollo ~~securities laws unless certain conditions were met~~transactions, ~~(c) the proceeding~~ ~~was~~such ~~one~~entities byare orexpected into ~~the~~continue ~~right~~to ofserve ~~the~~in ~~Company~~their ~~and~~respective ~~Ms.~~capacities ~~Kabnick was adjudged~~ to ~~be liable to~~ the Company, ~~(d)~~following ~~Ms. Kabnick was adjudged to be liable on~~ the ~~basis~~Transactions. ~~that~~The ~~personal benefit was improperly received in any proceeding charging improper personal benefit to~~Company’s ~~Ms.~~independent ~~Kabnick~~directors orunanimously ~~(e)~~endorsed the ~~proceeding was brought by Ms~~Transactions. ~~Kabnick, except in certain circumstances.~~

The Indemnification Agreement also provides that, except for a proceeding brought by Ms. Kabnick, the Company has the right to defend Ms. Kabnick in any proceeding which may give rise to indemnification under the Indemnification Agreement. The Indemnification Agreement grants Ms. Kabnick the right to separate counsel in certain proceedings involving separate defenses, counterclaims or other conflicts of interest and in proceedings in which the Company fails to assume the defense of Ms. Kabnick in a timely manner. The Indemnification Agreement further provides that the Company will use its reasonable best efforts to acquire directors and officers liability insurance covering Ms. Kabnick or any claim made against Ms. Kabnick by reason of her service to the Company.SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~description~~the requirements of the ~~Indemnification Agreement~~Securities isExchange ~~qualified~~Act inof ~~its~~1934, ~~entirety~~the byRegistrant ~~reference~~has toduly ~~the~~caused ~~Indemnification~~this ~~Agreement,~~report ~~which~~to ~~will~~ be ~~filed~~signed ason anits ~~exhibit~~behalf toby the undersigned ~~Company’s~~hereunto ~~next~~duly ~~Quarterly Report on Form 10-Q~~authorized.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC.

August 7, 2015	By:	/s/ William M. Kahane
		Name:	William M. Kahane
		Title:	Chief Executive Officer, President and Chairman of the Board of Directors

On August 3, 2015, the Company’s board of directors appointed Lisa D. Kabnick as an independent director and a member of the audit committee. There are no related party transactions involving Ms. Kabnick that are reportable under Item 404(a) of Regulation S-K. Ms. Kabnick will replace Herbert Vederman, who resigned from his role as an independent director of the Company on July 30, 2015, effective as of that same date. Mr. Vederman did not resign pursuant to any disagreement with the Company. Mr. Vederman served as an independent director and a member of the Company’s audit committee since March 2015.

Ms. Kabnick, like the Company’s other independent directors, will participate in the Company’s compensation program for independent directors and the Company’s employee and director incentive restricted share plan. The Company pays to each of its independent directors a retainer of $30,000 plus certain per meeting compensation and reimbursements. Under the Company’s employee and director incentive restricted share plan, Ms. Kabnick will be entitled to receive an award of 1,333 restricted shares of common stock on the date of her appointment and at each annual stockholder’s meeting thereafter. Restricted stock issued to independent directors under the Company’s employee and director incentive restricted share plan vests over a five-year period following the first anniversary of the date of appointment in increments of 20% per annum. Ms. Kabnick also entered into an indemnification agreement with the Company, as further described in Item 1.01 of this Current Report on Form 8-K.

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.

	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC.
August 4, 2015	By:	/s/ William M. Kahane
		Name:	William M. Kahane
		Title:	Chief Executive Officer, President and Chairman of the Board of Directors

Filing Compare · American Realty Capital - Retail Centers of America II, Inc.