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~~September 624, 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, 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)

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 8.01 Other Events.

On ~~August~~September 624, 2015, ~~AR Capital, LLC (“ARC”),~~ the ~~parent~~board of ~~American~~directors ~~Realty Capital IV, LLC,~~ (the “Board”) ~~sponsor~~ of American Realty Capital – —Retail Centers of America II, Inc. (the “Company”), ~~entered~~decided to ~~into~~terminate ~~a Transaction Agreement (~~the ~~“Transaction~~Company’s ~~Agreement”)~~initial ~~with~~public ~~AMH Holdings~~offering (~~Cayman),~~the ~~L.P., a Cayman Islands exempted limited partnership (~~“~~AMH~~Offering”), ~~and~~effective animmediately ~~affiliate~~as ofthe ~~Apollo~~Company ~~Global~~has ~~Management,~~not ~~LLC~~admitted ~~(NYSE:~~shareholders ~~APO)~~and ~~(together with~~ its ~~consolidated~~sponsor ~~subsidiaries,~~believes ~~“Apollo”),~~that ~~and~~the aunderlying ~~newly~~structure ~~formed entity,~~of ARthe ~~Global~~Offering ~~Investments,~~is ~~LLC,~~inconsistent ~~a Delaware limited liability company (“AR Global”). The Transaction~~with ~~Agreement~~what ~~provides~~the ~~that~~sponsor ~~ARC~~is ~~will~~committed ~~transfer~~ to ARproviding ~~Global~~for ~~substantially~~ all offuture ~~the~~products ~~assets~~in ofresponse ~~its~~to ~~ongoing~~FINRA ~~asset~~Regulatory ~~management business~~Notice ~~(including equity interests in its subsidiaries)~~15-02. ~~AMH~~Pursuant ~~will contribute money and other assets~~ to ~~AR Global. Following~~ the ~~consummation~~terms of the ~~transactions~~Company’s ~~(the~~escrow ~~“Transactions”)~~agreement, ~~contemplated by~~ the ~~Transaction~~escrow ~~Agreement,~~agent ~~AMH~~ will ~~hold~~ apromptly ~~60%~~return ~~interest~~all insubscription ARpayments ~~Global and ARC will hold a 40% interest in AR Global. The business and affairs of AR Global will~~received beplus ~~overseen~~each byinvestor’s apro ~~board~~rata ofshare ~~managers comprised~~ of ~~ten~~the ~~members,~~interest ~~six~~earned ofon ~~which~~such ~~will~~funds. beIn ~~appointed~~connection bywith ~~AMH~~the ~~and~~termination ~~four~~ of ~~which will~~the beOffering, ~~appointed~~the byBoard ~~ARC.~~intends ~~The~~to ~~Company’s~~commence ~~advisor~~the ~~and~~dissolution ~~sponsor are currently owned indirectly by ARC~~ and ~~following~~liquidation of the ~~Transactions will be owned indirectly by AR Global~~Company.

Also on August 6, 2015, RCS Capital Corporation (“RCS Capital”), the parent of the Company’s dealer manager and a company under common control with ARC, announced that it has entered into an agreement with an affiliate of Apollo to sell RCS Capital’s Wholesale Distribution division, including the Company’s dealer manager, and certain related entities. Upon completion of the transaction, the Company’s dealer manager will continue to operate as a stand-alone entity within AR Global. The current management team of the Company’s dealer manager, which is led by William E. Dwyer III, will continue to operate the day-to-day functions of the business.

The various transactions with Apollo are subject to customary closing conditions and are expected to close in 2015. Despite the indirect change of control that would occur for the Company’s advisor, dealer manager and sponsor upon consummation of the various Apollo transactions, such entities are expected to continue to serve in their respective capacities to the Company following the Transactions. The Company’s independent directors unanimously endorsed the Transactions.

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 7, 2015	By:	/s/ William M. Kahane
September 25, 2015	By:	/s/ William M. Kahane
		Name:	William M. Kahane
		Title:	Chief Executive Officer, President and Chairman of the Board of Directors

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