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): November 18, 2015

 

American Realty Capital Global Trust II, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   333-196549   35-2506937

(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

 

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

 

On November 18, 2015, Patrick Goulding stepped down as chief financial officer, treasurer and secretary of American Realty Capital Global Trust II, Inc. (the “Company”) by mutual agreement with the Company to pursue other opportunities.  There were no disagreements between Mr. Goulding and the Company.

 

On November 19, 2015, the board of directors of the Company (the “Board”) appointed Timothy Salvemini to serve as chief financial officer, treasurer and secretary of the Company, effective December 1, 2015.  Mr. Salvemini will also serve as chief financial officer, treasurer and secretary of the Company’s advisor and the Company’s property manager.  There are no related party transactions involving Mr. Salvemini that are reportable under Item 404(a) of Regulation S-K.

 

Mr. Salvemini, 44 has served as chief administrative officer of Rouse Properties, Inc. (“Rouse Properties”), a publicly-traded real estate investment trust (“REIT”), from 2014 to 2015 and chief accounting officer of Rouse Properties from 2012 to 2014.  From 2010 to 2012, Mr. Salvemini served as Vice President – Finance and Accounting of Brookfield Asset Management, Inc., an asset manager with over $175 billion in assets under management.  From 2006 to 2010, Mr. Salvemini served in various roles at Crystal River Capital Inc., a publicly-traded mortgage REIT managed by Brookfield Asset Management.

 

Also on November 19, 2015, the Board appointed Edward M. Weil, Jr. to serve as a director and as executive chairman of the Board, effective as of that same date.  There are no related party transactions involving Mr. Weil that are reportable under Item 404(a) of Regulation S-K other than through his non-controlling interest in AR Capital, LLC (“ARC”), the parent of the Company’s sponsor.  The Company’s transactions with ARC are described in the Company’s proxy statement filed with the U.S. Securities Exchange Commission on April 29, 2015.  In connection with Mr. Weil’s appointment as a director and as executive chairman of the Board, William M. Kahane resigned from his role as a director of the Company.  Mr. Kahane did not resign pursuant to any disagreement with the Company.

 

Also on November 19, 2015, Andrew Winer stepped down as president and chief investment officer of the Company by mutual agreement with the Company to pursue other opportunities.

 

Item 8.01.           Other Events.

 

On November 18, 2015, Realty Capital Securities, LLC (“RCS”), the dealer manager of the Company’s initial public offering (the “IPO”) notified the Company that it had elected to suspend sales activities it performs pursuant to the dealer manager agreement for the IPO, effective immediately. There can be no assurance as to when RCS will resume sales activities, if at all.

 

 

 

 

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 Global Trust II, Inc.
     
     
Date: November 24, 2015 By: /s/ Scott J. Bowman
 

Scott J. Bowman

Chief Executive Officer