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): February 14 17, 2017 (February 1315, 2017)

~~American~~Genie ~~Realty Capital — Retail Centers of America~~Acquisition, ~~Inc.~~LLC

as successor to 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) Registrant’'s telephone number, including area code: (212) 415-6500

American Realty Capital – Retail Centers of America, Inc.

(Former name or former address, if changed since last report)

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) ¨ 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 53.0703. ~~Submission~~Material ofModification ~~Matters~~ to aRights ~~Vote~~ of Security Holders.

AAt ~~special meeting of~~ the ~~stockholders~~effective ~~of American Realty Capital~~time ~~– Retail Centers~~ of ~~America,~~the ~~Inc.,~~Merger ~~a Maryland corporation~~ (~~the~~as ~~“Company”~~defined below), ~~was~~which ~~held~~occurred on February 1316, 2017 (the “~~Special~~Effective ~~Meeting~~Time”)., Ateach ~~the~~share ~~Special~~of ~~Meeting~~common stock, ~~the~~par ~~Company’s~~value ~~stockholders~~$0.01 ~~were~~per ~~asked~~share to(“Company ~~vote~~Common onStock”), ~~matters~~of ~~related to~~American ~~that~~Realty ~~certain~~Capital ~~Agreement~~– ~~and~~Retail ~~Plan~~Centers of ~~Merger~~America, Inc. ~~dated~~(the as“Company”) ofissued ~~September~~and 6,outstanding ~~2016,~~immediately byprior ~~and~~to ~~among~~ the ~~Company,~~Effective ~~American~~Time ~~Realty~~was ~~Capital Retail~~converted ~~Operating~~into ~~Partnership,~~the ~~L.P.,~~right ato receive ~~Delaware~~0.385 ~~limited~~shares ~~partnership~~of ~~(the~~common ~~“Company~~stock ~~OP”),~~of American Finance Trust, Inc.~~, a~~ ~~Maryland corporation~~ (“AFIN”), ~~American~~and ~~Finance~~$0.95 ~~Operating~~in ~~Partnership, L~~cash.~~P.,~~ aCash ~~Delaware~~was ~~limited~~paid ~~partnership~~in ~~(the~~lieu ~~“AFIN~~of ~~OP”),~~fractional ~~and~~shares ~~Genie~~of ~~Acquisition~~common ~~LLC,~~stock aof ~~Maryland~~AFIN. ~~limited~~In ~~liability~~connection ~~corporation~~with (the “Partnership Merger ~~Sub”~~(as ~~and~~defined below), each unit of partnership interest of the RCA OP (each, an “~~Merger~~RCA ~~Agreement~~OP Unit”). ~~Pursuant~~designated toas ~~the~~either ~~Merger~~an ~~Agreement,~~OP ~~the~~Unit ~~Company~~or ~~will~~a ~~merge~~GP ~~with~~Unit ~~and~~held ~~into~~by ~~the~~RCA ~~Merger~~was ~~Sub, a~~exchanged ~~direct~~for ~~and~~0.385 ~~wholly~~units ~~owned~~of ~~subsidiary~~limited partnership interest of the AFIN, OP (“AFIN OP Units”) and ~~the~~each ~~Company~~RCA OP ~~will~~Unit ~~merge~~(other ~~with~~than ~~and~~those held ~~into~~by ~~the~~RCA), ~~AFIN~~including each RCA OP ~~(collectively~~Unit designated as a Class B Unit, ~~the~~was ~~“Merger”)~~exchanged for 0.424 AFIN OP Units.

~~The~~In ~~Company~~addition, ~~previously~~immediately prior ~~filed~~to ~~with~~ the ~~Securities~~Effective ~~and~~Time, ~~Exchange Commission (~~the ~~“SEC”)~~vesting aof ~~definitive~~certain ~~joint~~shares ~~proxy~~of ~~statement/prospectus~~Company ~~and~~restricted ~~related~~stock ~~materials~~was ~~pertaining~~accelerated, ~~to the Merger~~ and ~~the~~each ~~Special~~such ~~Meeting,~~share ~~which~~was converted ~~describe~~into inthe ~~detail~~right ~~each~~to ofreceive ~~the~~0.385 ~~proposals~~shares ~~submitted~~of tocommon ~~stockholders~~stock atof ~~the Special Meeting~~AFIN.

AtItem ~~the~~5.01. ~~Special~~Changes ~~Meeting, there were present,~~ in ~~person~~Control ~~or by proxy, stockholders holding an aggregate~~ of ~~66,445,020 shares of the Company’s common stock, representing approximately 66~~Registrant.~~93% of the total number of 99,268,676 shares of the Company’s common stock issued and outstanding as of the record date for the Special Meeting and entitled to vote on each proposal.~~

~~The~~On ~~stockholders~~February ~~approved~~16, ~~all~~2017, the ~~proposals~~Company atcompleted its merger (the ~~Special~~“Merger”) with Genie Acquisition, LLC (“Merger Sub”), a Maryland ~~Meeting.~~limited ~~The~~liability ~~full~~company ~~results~~and a wholly owned subsidiary of AFIN, whereby the ~~following~~Company ~~matters~~merged ~~voted~~with onand atinto Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of AFIN (the ~~Special~~“Surviving ~~Meeting~~Entity”). ~~are~~The ~~set~~Merger ~~forth~~was ~~below,~~effected ~~excluding~~pursuant ~~any~~to ~~shares~~an ~~beneficially~~Agreement ~~held~~and Plan of Merger dated as of September 6, 2016 (the “Merger Agreement”), by ~~affiliates~~and ~~that~~among ~~were~~the ~~present~~Company, atAFIN, Merger Sub, the ~~Special~~Company ~~Meeting~~Operating ~~but~~Partnership, ~~excluded~~and asthe ~~required~~AFIN byOperating Partnership. In addition, pursuant to the Merger Agreement, the Company Operating Partnership completed its merger (the “Partnership Merger”) with and into the AFIN Operating Partnership, with the AFIN Operating Partnership being the surviving entity.

~~Proposal~~The NoPartnership Merger became effective at 4:15 p.m. 1pursuant –to ~~Approval~~the Certificate of Merger filed with the ~~Amendment~~State Department of ~~the~~Assessments ~~Company’s~~and Taxation ~~Charter~~of Maryland with an effective date of February 16, 2017. The Merger became effective at 4:30 p.m. pursuant to the Articles of Merger filed with the State Department of Assessments and Taxation of Maryland with an effective date of February 16, 2017.

Votes For	Votes Against	Abstain	Broker Non-Votes
49,655,456 (74.94%)	13,923,698 (21.01%)	2,677,024 (4.04%)	*

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2016.

~~Proposal~~The ~~No.~~Company 2and –AFIN were ~~Approval~~each ofsponsored, ~~the~~directly ~~Merger~~or indirectly, by AR Global Investments, LLC (“AR Global”). AR Global and ~~the~~its ~~Transactions~~affiliates ~~Contemplated~~provides byinvestment and advisory services to AFIN, and previously provided such services to the ~~Merger~~Company, ~~Agreement:~~pursuant to written advisory agreements.

Votes For	Votes Against	Abstain	Broker Non-Votes
49,845,345 (75.23%)	14,202,516 (21.44%)	2,208,317 (3.33%)	*

*Item No5.02. ~~broker~~Departure ~~non-votes~~of ~~were~~Directors ~~recorded~~or inCertain ~~connection~~Officers; ~~with~~Election ~~Proposal~~of ~~No.~~Directors; 1Appointment orof ~~Proposal~~Certain ~~No.~~Officers; 2Compensatory Arrangements of Certain Officers.

~~Item~~Pursuant 7to the Merger Agreement, each Class B unit of limited partnership interest of the Company Operating Partnership outstanding at the Effective Time, including 71,969 Class B units owned by American Realty Capital Retail Advisor, LLC (the “Advisor”) converted to the right to receive 0.01424 AFIN OP Units. ~~Regulation~~In FDaddition, ~~Disclosure~~the interest of the Advisor, the special limited partner of the Company OP, in the Company OP was redeemed for a cash payment of approximately $2.8 million.

OnThe ~~February~~foregoing ~~14,~~description ~~2017,~~of the ~~Company~~material ~~and~~relationships ~~AFIN~~between ~~issued~~AR aGlobal ~~press~~and ~~release announcing~~its ~~the~~affiliates ~~results of their respective stockholder special meetings~~ and the ~~anticipated~~parties ~~closing~~to of the ~~Merger~~agreements described in ~~accordance with the terms of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to~~ this Current Report on Form 8-K. ~~The press release~~ is ~~deemed~~qualified toin ~~have~~its ~~been~~entirety ~~furnished,~~by ~~and~~reference ~~shall not be deemed~~ to ~~have~~the ~~been~~“The ~~filed~~Merger ~~for~~– ~~purposes of Section 18~~Interests of the ~~Securities~~AFIN ~~Exchange~~Advisor ~~Act~~and ofthe ~~1934,~~RCA asAdvisor ~~amended~~in (the ~~“Exchange Act”)~~Merger,” or“The ~~otherwise~~Merger ~~subject~~– toInterests ~~the liabilities~~ of ~~that~~ ~~Section,~~RCA’s Directors and ~~shall~~Executive ~~not~~Officers bein ~~deemed~~the ~~incorporated~~Merger” byand ~~reference~~“The ~~into~~Merger ~~any~~– ~~filing~~Potential ~~under~~Conflicts” ~~the~~sections ~~Securities Act~~ of ~~1933,~~the ~~as amended, or~~Joint ~~the~~Proxy ~~Exchange~~Statement/Prospectus ~~Act~~filed ~~regardless~~by ofAFIN ~~any~~and ~~general~~the ~~incorporation~~Company ~~language~~on inDecember ~~such~~16, ~~filing~~2016.

~~Forward-Looking~~Item ~~Statements~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Certain~~In ~~statements~~connection ~~made in~~ with the ~~press~~consummation ~~release are “forward-looking statements” (as defined in Section 21E~~ of the ~~Exchange Act)~~Merger, ~~which~~at ~~reflect~~ the ~~expectations~~Effective ofTime, (i) the ~~Company~~certificate ~~and~~of ~~AFIN~~formation ~~regarding future events. The forward-looking statements involve a number~~ of ~~risks,~~Merger ~~uncertainties~~Sub ~~and~~as ~~other factors that could cause actual results to differ materially from those contained~~ in ~~the~~effect ~~forward-looking statements. Such forward-looking statements include, but~~immediately ~~are~~prior ~~not limited~~ to, ~~whether and when~~ the ~~transactions contemplated by the~~ Merger ~~Agreement~~became ~~between~~ the ~~Company~~certificate ~~and~~of ~~AFIN,~~formation ~~among others,~~of ~~will be consummated,~~ the ~~new~~Surviving ~~combined company’s plans~~Entity, ~~market~~ and ~~other~~(ii) the ~~expectations,~~limited ~~objectives,~~liability ~~intentions,~~company asagreement ~~well~~of asMerger ~~any~~Sub ~~expectations~~as orin ~~projections~~effect ~~with~~immediately ~~respect~~prior to the ~~combined~~Merger ~~company,~~became ~~including~~the ~~regarding~~limited ~~future~~liability ~~dividends~~company ~~and~~agreement ~~market~~of ~~valuations, and~~the ~~other~~Surviving ~~statements that are not historical facts~~Entity.

~~The~~Item following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: market volatility; 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 parties8. ~~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~~01.~~sec.gov.~~ ~~The Company~~Other ~~and AFIN disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise~~Events.

~~Item~~Notice ~~9.01.~~of ~~Financial~~Termination ~~Statements~~of ~~and~~Distribution ~~Exhibits.~~Reinvestment Plan

In connection with the Merger, on February 15, 2017, the Company’s board of directors (dthe “Board”) ~~Exhibits~~terminated the Company’s distribution reinvestment plan, effective immediately.

Exhibit Number		Description
99.1		Joint press release issued on February 14, 2017.

Notice of Termination of Share Repurchase Program

~~SIGNATURES~~In connection with the Merger, on February 15, 2017, the Board terminated the share repurchase program, effective immediately.

~~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.~~3

	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC.
Date: February 14, 2017	By:	/s/ Edward M. Weil, Jr.
		Edward M. Weil, Jr.
		Chief Executive Officer and President

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.

	GENIE Acquisition, LLC


	By:	AMERICAN FINANCE TRUST, INC., its sole member

Date: February 17, 2017	By:	/s/ Edward M. Weil, Jr.
		Edward M. Weil, Jr.
		Chief Executive Officer and President

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