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):October 23, 2012 (October 19, 2012)
American Realty Capital New York Recovery REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | | 000-54689 | | 27-1065431 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
405 Park Avenue 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 1.01. Entry into a Material Definitive Agreement.
On October 19, 2012, American Realty Capital New York Recovery REIT, Inc. (the “Company”), through its sponsor, American Realty Capital III, LLC, entered into a purchase and sale agreement to acquire the fee simple interest in an institutional-quality office building located at 256 West 38th Street in Manhattan. The Company’s entry into the purchase and sale agreement was previously approved by the Company’s board of directors on October 18, 2012. The seller of the property is EEGO West 38 Fee, LLC. The seller does not have a material relationship with the Company and the acquisition is not an affiliated transaction.
Pursuant to the terms of the purchase and sale agreement, the Company’s obligation to close upon the acquisition is subject to certain conditions customary to closing. Although the Company believes that the acquisition of the property is probable, there can be no assurance that the acquisition will be consummated. The purchase and sale agreement contains customary representations and warranties by the seller.
The contract purchase price of the property is $48.6 million, exclusive of closing costs. The Company intends to fund the purchase price with proceeds from its ongoing initial public offering. The Company may seek financing on the property at or post-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 118,000 rentable square feet and is 87% leased to 15 tenants. Approximately 35% of the property is occupied by two tenants: Cache, Inc. and United Auto Workers.
The following table provides information relating to lease commencement and termination dates, rentable square feet, rental escalations, renewal options and current cash rental income for the two major tenants:
| Tenant | Lease Commencement Date | Lease Termination Date |
Rentable Square
Feet | Cash Rental Income (in thousands) | Rental
Escalations | Renewal
Options |
| Cache, Inc. | July 2012 | February 2023 | 28,545 | $773(1) | 2.5% annual increase | None |
| United Auto Workers | May 2008 and April 2009 | April 2018 and March 2018 | 12,571 | $458 | 11% in 2013; 3% annually thereafter | None |
_____________________
| (1) | Includes $0.4 million of rent abatement during the first lease year. |
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | | Description |
| 99.1 | | Press Release dated October 23, 2012 |
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 NEW YORK RECOVERY REIT, INC. |
| | | | |
| | | | |
| Date: October 23, 2012 | By: | /s/ Nicholas S. Schorsch |
| | | Name: | Nicholas S. Schorsch |
| | | Title: | Chief Executive Officer and Chairman of the Board of Directors |
