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): December ~~October 24~~6, 2016

American Realty Capital – Retail Centers of America, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

000-55198

27-3279039

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

405 Park Avenue, 14th Floor ~~New York, New York 10022 (Address, including zip code, of Principal Executive Offices)~~

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)

x ¨ 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))

Item 87.01. ~~Other~~Regulation ~~Events.~~FD Disclosure

OnInvestor October 24, 2016, American Realty Capital – Retail Centers of America, Inc. (the “Company”), issued a press release announcing the expiration of the 45-day “go shop” period set forth in the previously announced merger agreement entered into on September 6, 2016, by and among the Company, American Realty Capital Retail Operating Partnership, L.P., American Finance Trust, Inc. (“AFIN”), American Finance Operating Partnership, L.P., and a wholly-owned subsidiary of AFIN (the “Merger Agreement”).Presentation

American Realty Capital – Retail Centers of America, Inc. (the “Company”) prepared an investor presentation containing certain portfolio information and financial highlights. Representatives of the Company have presented, and intend to present, some of or all of this presentation to current investors and their financial advisors at various conferences and meetings, including webinars. A copy of the ~~press~~investor ~~release~~presentation is ~~attached~~furnished as ~~hereto~~Exhibit 99.1 to this Current Report on Form 8-K. Such investor presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not ~~and~~be isdeemed incorporated ~~herein~~ by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

~~Additional~~The ~~Information~~statements ~~About~~in this Current Report on Form 8-K include statements regarding the ~~Proposed~~intent, ~~Transaction~~belief or current expectations of the Company and members of its management team, as well as the assumptions ~~Where~~on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s most recent annual report on Form 10-K and in the Risk Factors section of the Company’s most recent quarterly report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to ~~Find~~update Itor revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

~~This~~Item ~~communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval~~9.01. InFinancial ~~connection~~Statements ~~with the proposed transaction, the Company~~ and AFIN filed a joint preliminary proxy statement/prospectus with the Securities and Exchange Commission (“SEC”) on October 20, 2016. BOTH THE COMPANY’S AND AFIN’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.Exhibits

~~Investors may obtain free copies of the joint proxy statement/prospectus and other relevant documents filed by the Company and AFIN with the SEC~~ (~~if and when they become available~~d) ~~through the website maintained by the SEC at www.sec.gov.~~ Exhibits

Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.retailcentersofamerica.com and copies of the documents filed by AFIN with the SEC are available free of charge on AFIN’s website at www.americanfinancetrust.com.

Exhibit No.		Description
99.1		Investor Presentation

The Company and AFIN and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from both companies’ stockholders in respect of the proposed transaction. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement filed with the SEC on April 29, 2016. Information regarding AFIN’s directors and executive officers can be found in AFIN’s definitive proxy statement filed with the SEC on April 29, 2016. Additional information regarding the interests of such potential participants will be included in the joint proxy statement and other relevant documents filed with the SEC in connection with the proposed transaction if and when they become available. These documents are available free of charge on the SEC’s website and from the Company and AFIN, as applicable, using the sources indicated above.SIGNATURES

~~Forward-Looking~~Pursuant ~~Statements~~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.

Certain statements made in this letter are “forward-looking statements” (as defined in Section 21E of the Exchange Act), which reflect the expectations of the Company and AFIN regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, whether and when the transactions contemplated by the Merger Agreement between the Company and AFIN, among others, will be consummated, the new combined company’s plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and other statements that are not historical facts.

	American Realty Capital – Retail Centers of America, Inc.


Date: December 6, 2016	By:	/s/ Edward M. Weil, Jr.
		Edward M. Weil, Jr.
		Chief Executive Officer, President and Chairman of the Board of Directors

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals for the transaction and the approval by the Company’s and AFIN’s stockholders of the transactions contemplated in the Merger Agreement; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the tenants of the respective parties. Additional factors that may affect future results are contained in the Company’s and AFIN’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company and AFIN disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated October 24, 2016

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, Inc.
Date: October 24, 2016	By:	/s/ Edward M. Weil, Jr.
		Edward M. Weil, Jr. Chief Executive Officer, President and Chairman of the Board of Directors

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