UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):July 1, 2013 (June 28, 2013)
American Realty Capital New York Recovery REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 000-54689 | | 27-1065431 |
| (Commission File Number) | | (IRS Employer Identification No.) |
405 Park Avenue, 15th Floor New York, New York 10022 |
| (Address, including zip code, of Principal Executive Offices) |
| |
| (212) 415-6500 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
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.
333 West 34th Street
On June 28, 2013, American Realty Capital New York Recovery REIT, Inc. (the “Company”) entered into a purchase and sale agreement to acquire the fee simple interest in an institutional-quality office building located in Midtown Manhattan. The seller of the property is 333W34 SLG Owner LLC, a subsidiary of SL Green Realty Corp. The seller has no material relationship with the Company and the acquisition will not be 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 $220.3 million, exclusive of closing costs. The Company was required to make a $20.0 million nonrefundable deposit upon the execution of the purchase and sale agreement. 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 347,000 rentable square feet and is 100% leased to four tenants: The Segal Company (Eastern States) Inc.; The Metropolitan Transportation Authority; Godiva Chocolatier Inc.; and Sam Ash New York Megastores, LLC.
The following table provides information relating to lease commencement and termination dates, rentable square feet, rental escalations, renewal options and annualized cash rental income for the four tenants:
| Tenant | Lease
Commencement
Date | Lease
Termination
Date |
Rentable
Square
Feet(1) | Annualized Cash
Rental
Income
(in thousands) | Rental
Escalations | Renewal
Options |
| The Segal Company (Eastern States) Inc. | March 2010 | February 2025 | 144,307(2) | $7,633 | 3% annually | One – five or ten year option |
| The Metropolitan Transportation Authority | June 2010 | January 2015 | 130,443(2) | $3,371 | 15% in 6th lease year(3) | Two – five year options |
| Godiva Chocolatier Inc. | April 2011 | February 2027 | 42,290 | $1,480 | 11.4% in 5th lease year and 12.8% in 10th lease year | One – five year option |
| Sam Ash New York Megastores, LLC | December 2013 | September 2028 | 29,688 | $1,382 | 9.3% in 5th lease year and 9.4% in 10th lease year | One – five year option |
______________________
| (1) | Excludes 2,090 square foot building management office and 599 square feet of storage space. |
| (2) | The Metropolitan Transportation Authority is contractually obligated to surrender 17,503 rentable square feet of the 5th floor to The Segal Company (Eastern States) Inc. in 2015. |
| (3) | Rental escalation is exclusive of 17,503 rentable square feet that will be surrendered to the Segal Company (Eastern States) Inc. in 2015. |
A copy of the press release announcing the Company’s entry into a purchase and sale agreement to acquire an institutional-quality office building located at 333 West 34th Street is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| 99.1 | | Press Release dated July 1, 2013 |
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: July 1, 2013 | By: | /s/ Nicholas S. Schorsch |
| | | Name: | Nicholas S. Schorsch |
| | | Title: | Chief Executive Officer and Chairman of the Board of Directors |
