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AMERICAN REALTY CAPITAL GLOBAL TRUST II, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Other Events
[October 24, 2014]

AMERICAN REALTY CAPITAL GLOBAL TRUST II, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Other Events


(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01. Entry into a Material Definitive Agreement.

Veolia Water Technologies On October 20, 2014, American Realty Capital Global Trust II, Inc. (the "Company"), through the parent of the Company's sponsor, entered into an agreement for purchase and sale (the "Agreement") to acquire the fee simple interest in a Veolia Water Technologies office building located in Vandalia, Ohio (the "Property"). The seller of the Property is Harbor Investments III, LLC (the "Seller"). The Seller has no material relationship with the Company, the Company's operating partnership, sponsor or advisor or any of their respective affiliates.



Pursuant to the terms of the Agreement, the Company's obligation to close the acquisition of the Property is subject to certain customary closing conditions.

The Agreement contains customary representations and warranties by the Seller.


Although the Company believes that the acquisition of the Property is probable, there can be no assurance that the acquisition of the Property will be consummated.

The contract purchase price for the Property is $6.9 million, exclusive of closing costs. The Company has made a $0.34 million nonrefundable deposit. The Company intends to fund the purchase price with proceeds from its ongoing initial public offering. The Company may seek financing for the Property at or after closing from a lender yet to be identified. There is no assurance that the Company will be able to secure financing on terms that it deems favorable or at all.

The Property contains approximately 70,000 rentable square feet and is 100% leased to Veolia Water Solutions & Technologies North America, Inc., a provider of water technologies for municipalities and industries. The original lease has a 15-year term with approximately 11.3 years remaining. The lease does not contain any renewal options. The lease contains annual rental escalations equal to 1.5%. The lease is net whereby the tenant is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, in addition to base rent. The lease provides for average rental payments of approximately $0.5 million per year over the remaining term of the lease.

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

Appointment of Nicholas S. Schorsch as Executive Chairman of the Board On October 22, 2014, Nicholas S. Schorsch resigned from his role as chief executive officer of American Realty Capital Global Trust II, Inc. (the "Company"), effective as of that same date. Mr. Schorsch did not resign pursuant to any disagreement with the Company. Mr. Schorsch also resigned from his role as chief executive officer of the Company's advisor and property manager.

Simultaneously with Mr. Schorsch's resignation from his role as chief executive officer of the Company, the Company's board of directors appointed Mr. Schorsch to serve as executive chairman of the board.

Nicholas S. Schorsch, 53, previously served as chairman of the board of directors of the Company since its formation in April 2014, and as chief executive officer of the Company, the Company's advisor and the Company's property manager from their formation in April 2014 to October 2014. Mr.

Schorsch served as chairman of the board of directors of American Realty Capital Trust, Inc. ("ARCT") until January 2013 when ARCT closed its merger with Realty Income Corporation and, until March 2012, as the chief executive officer, of ARCT, the ARCT advisor and the ARCT property manager since their formation in August 2007. Mr. Schorsch has served as chairman and the chief executive officer of New York REIT, Inc. ("NYRT"), the NYRT property manager and the NYRT advisor since their formation in October 2009. Mr. Schorsch has served as the chief executive officer of the Phillips Edison-ARC Shopping Center REIT, Inc.

("PE-ARC") advisor since its formation in December 2009. Mr. Schorsch has been the chairman and the chief executive officer of American Realty Capital - Retail Centers of America, Inc. ("ARC RCA") and the ARC RCA advisor since their formation in July 2010 and May 2010, respectively. Mr. Schorsch has been the executive chairman of the board of American Realty Capital Healthcare Trust, Inc. ("ARC HT") since March 2014, and previously served as the chairman and the chief executive officer of ARC HT, the ARC HT advisor and the ARC HT property manager since their formation in August 2010 until March 2014. Mr. Schorsch has been chairman and the chief executive officer of Business Development Corporation of America ("BDCA") since its formation in May 2010. Mr. Schorsch has been the chairman and chief executive officer of American Realty Capital Daily Net Asset Value Trust, Inc. ("ARC DNAV"), the ARC DNAV advisor and the ARC DNAV property manager since their formation in September 2010. Mr. Schorsch also has been the chairman and chief executive officer of American Realty Capital Properties, Inc. ("ARCP") and the ARCP manager since their formation in December 2010 and November 2010, respectively. Mr. Schorsch served as chairman and chief executive officer of American Realty Capital Trust, Inc. ("ARCT III"), the ARCT III advisor and the ARCT III property manager from their formation in October 2010 until the close of ARCT III's merger with ARCP in February 2013. Mr.

Schorsch has served as the executive chairman of American Realty Capital Global Trust, Inc. ("ARC Global") since October 2014, and had served as chairman of ARC Global from July 2011 to October 2014 and as chief executive officer of ARC Global, the ARC Global advisor and the ARC Global property manager from their formation in July 2011, July 2011 and January 2012, respectively, to October 2014. Mr. Schorsch served as the chief executive officer and chairman of the board of directors of American Realty Capital Trust IV, Inc. ("ARCT IV") from its formation February 2012 until the close of its merger with ARCP in January 2014 and as the chief executive officer of the ARCT IV advisor and the ARCT IV property manager from their formation in February 2012 until the close of ARCT IV's merger with ARCP in January 2014. Mr. Schorsch has been the executive chairman of the board of American Realty Capital Healthcare Trust II, Inc. ("ARC HT II"), the ARC HT II advisor and the ARC HT II property manager since March 2014, and previously served as chairman of the board of ARC HT II from its formation in October 2012 until March 2014. Mr. Schorsch has served as the chairman of the board of directors and chief executive officer of ARC Realty Finance Trust, Inc. ("ARC RFT") since its formation in November 2012 and as chief executive officer of the ARC RFT advisor since its formation in November 2012. Mr. Schorsch has served as chief executive officer and chairman of the board of directors of American Realty Capital Trust V, Inc. ("ARCT V") since its formation in January 2013 and as chief executive officer of the ARCT V advisor and the ARCT V property manager since their formation in January 2013. Mr.

Schorsch has served as chief executive officer of the Phillips Edison - ARC Grocery Center REIT II, Inc. ("PE-ARC II") advisor since July 2013. Mr. Schorsch has served as the chairman of the board of directors of American Realty Capital Hospitality Trust, Inc. ("ARC HOST") since its formation in July 2013 and as a member of the board of managers of the ARC HOST sub-property manager since August 2013. Mr. Schorsch has served as a director of the general partner of American Energy Capital Partners, LP ("AEP") since its formation in October 2013. Mr. Schorsch has served as executive chairman of the board of directors of RCS Capital Corporation ("RCAP"), a holding company traded on the New York Stock Exchange under the symbol "RCAP" which is the indirect parent company of our dealer manager, since February 2013. Mr. Schorsch has served as chairman of the board of directors of American Realty Capital New York City REIT, Inc. ("ARC NYCR") since its formation in December 2013 and as chief executive officer of ARC NYCR, the ARC NYCR advisor and property manager since their respective formations in December 2013. Mr. Schorsch has been the executive chairman of the board of directors of American Realty Capital Healthcare Trust III, Inc. ("ARC HT III") since its formation in April 2014. Mr. Schorsch has been the chairman and chief executive officer of American Realty Capital - Retail Centers of America II, Inc. ("ARC RCA II"), the ARC RCA II advisor and the ARC RCA II property manager since their formation in April 2014. From September 2006 to July 2007, Mr. Schorsch was chief executive officer of an affiliate, American Realty Capital, a real estate investment firm. Mr. Schorsch founded and formerly served as president, chief executive officer and vice chairman of American Financial Realty Trust, or AFRT, from its inception as a REIT in September 2002 until August 2006. AFRT was a publicly traded REIT (which was listed on the NYSE within one year of its inception) that invested exclusively in offices, operation centers, bank branches, and other operating real estate assets that are net leased to tenants in the financial services industry, such as banks and insurance companies.

Through American Financial Resource Group, or AFRG, and its successor corporation, AFRT, Mr. Schorsch executed in excess of 1,000 acquisitions, both in acquiring businesses and real estate property with transactional value of approximately $5 billion, while also operating offices in Europe that focused on sale and leaseback and other property transactions in Spain, France, Germany, Finland, Norway and the United Kingdom. In 2003, Mr. Schorsch received an Entrepreneur of the Year award from Ernst & Young. From 1995 to September 2002, Mr. Schorsch served as chief executive officer and president of AFRG, AFRT's predecessor, a private equity firm founded for the purpose of acquiring operating companies and other assets in a number of industries. Prior to AFRG, Mr. Schorsch served as president of a non-ferrous metal product manufacturing business, Thermal Reduction. He successfully built the business through mergers and acquisitions and ultimately sold his interests to Corrpro (NYSE) in 1994. In addition, Mr. Schorsch has served in leadership positions for certain other programs sponsored by Cole Capital, which is a trade name used to refer to a group of affiliated entities directly or indirectly controlled by ARCP, and certain affiliates of Cole Capital, which we refer to collectively as the Cole affiliates, since the completion of the acquisition of the businesses comprising Cole Capital by ARCP in February 2014. Since February 2014, Mr. Schorsch has served as chairman, chief executive officer and president of the following publicly offered non-traded REITs sponsored by Cole Capital: Cole Corporate Income Trust, Inc., Cole Office & Industrial REIT (CCIT II), Inc., Cole Credit Property Trust IV, Inc., Cole Real Estate Income Strategy (Daily NAV), Inc., and Cole Credit Property Trust V, Inc. From February 2014 through March 2014, Mr.

Schorsch also served as chairman, chief executive officer and president of Cole Credit Property Trust, Inc., another publicly offered non-traded REITs sponsored by Cole Capital. Since February 2014, Mr. Schorsch also has served as chief executive officer of the following Cole affiliates, which include advisory and sponsorship entities associated with the publicly offered non-traded REITs described above: Cole REIT Advisors, LLC, Cole REIT Advisors III, LLC, Cole Corporate Income Advisors, LLC, Cole REIT Advisors IV, LLC, Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC, Cole REIT Advisors V, LLC, Cole Capital Partners, LLC and Cole Capital Advisors Inc. Since February 2014, Mr.

Schorsch also has served as a director of Cole Capital Corporation, a registered broker-dealer that serves as the dealer manager for the publicly offered non-traded REITs associated with Cole Capital.

Appointment of Scott J. Bowman as Chief Executive Officer to Replace Nicholas S.

Schorsch On October 22, 2014, also simultaneously with Mr. Schorsch's resignation from his role as chief executive officer of the Company, the Company's board of directors appointed Scott J. Bowman to serve as the Company's chief executive officer, effective as of that same date. Mr. Bowman will also replace Mr.

Schorsch as chief executive officer of the Company's advisor and property manager. There are no related party transactions involving Mr. Bowman that are reportable under Item 404(a) of Regulation S-K.

Scott J. Bowman, 57, has over 30 years of experience in global brand and retail management. Most recently, Mr. Bowman served as the Group President of The Jones Group, a leading global fashion brand management company. In this role, Mr. Bowman was responsible for global retail and international business. Prior to this, Mr. Bowman founded Scott Bowman Associates in May 2009, a company providing global management, business development, retail market and network strategies, licensing, strategic planning and international strategy and operations support to leading retailers and consumer brands. He has served as its chief executive officer since its incorporation. Prior to founding Scott Bowman Associates, Mr. Bowman served as president of Polo Ralph Lauren International Business Development where he was also a member of the executive committee and capital committee. He also served as chairman of Polo Ralph Lauren Japan from June 2007 until September 2008, and led the transformation of Polo Ralph Lauren's business in Asia from a licensed structure to a direct, integrated subsidiary of Polo Ralph Lauren. Before this, Mr. Bowman served as an executive officer of two subsidiaries of LVMH Moet Hennessy Louis Vuitton, as the chief executive officer of Marc Jacobs International, and region president of Duty Free Shoppers. Mr. Bowman served as a director of American Realty Capital Properties, Inc. from February 2013 until September 2014, as an independent director of the Company from May 2012 until September 2014, as an independent director of New York REIT, Inc. from August 2011 until September 2014 and as an independent director of American Realty Capital Trust III, Inc.

from February 2012 to February 2013. Previously, Mr. Bowman served on the board of Colin Cowie Enterprises, Stuart Weitzman and The Healthy Back. Mr. Bowman received his B.A. from the State University of New York at Albany.

Appointment of Andrew Winer as President and Chief Investment Officer and William M. Kahane as Chief Operating Officer, Treasurer and Secretary to Replace Edward M. Weil, Jr.

On October 22, 2014, Edward M. Weil, Jr. resigned from his role as president, chief operating officer, treasurer and secretary of the Company, effective as of that same date. Mr. Weil did not resign pursuant to any disagreement with the Company. Simultaneously with Mr. Weil's resignation, the Company's board of directors appointed Andrew Winer, currently the chief investment officer of the Company, to serve as president of the Company and William M. Kahane to serve as the Company's chief operating officer, treasurer and secretary. Mr. Winer will also continue to serve in his capacity as chief investment officer of the Company. Mr. Weil also resigned from his role as president, chief operating officer, treasurer and secretary of the Company's advisor and property manager.

Mr. Winer will replace Mr. Weil as president of the Company's advisor and property manager. Mr. Kahane will replace Mr. Weil as chief operating officer, treasurer and secretary of the Company's advisor and property manager. There are . . .

Item 8.01. Other Events.

Declaration of Distribution Rate On October 22, 2014, pursuant to authorization from its board of directors, the Company declared a distribution rate which will be calculated based on stockholders of record each day during the applicable period at a rate of $0.00486301370 per day, based on a per share price of $25.00. The distributions will begin to accrue on November 1, 2014. The distributions will be payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month.

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