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): May 13, 2014
New York REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | | 000-54689 | | 27-1065431 |
(State or other jurisdiction of incorporation) | | (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 8.01
Preliminary Tender Offer Results Announced
New York REIT, Inc. (“New York REIT” or the “Company”) (NYSE: “NYRT”) announced today the preliminary results of its tender offer for the purchase of up to 23,255,814 shares of its common stock, which expired at 12:00 Midnight, Eastern Time, on May 12, 2014.
Based on the preliminary count by DST Systems, Inc., the paying agent and depositary for the tender offer, a total of 12,903,858 shares of the Company’s common stock were properly tendered and not properly withdrawn at the purchase price of $10.75 per share, including 1,119,855 shares that were tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the paying agent and depositary, the Company will accept for purchase 12,903,858 shares of the Company’s common stock validly tendered and not properly withdrawn prior to the expiration of the tender offer at a purchase price of $10.75 per share, for an aggregate cost of approximately $138.7 million, excluding fees and expenses relating to the tender offer. Based on this preliminary count, the 12,903,858 shares to be accepted for purchase in the tender offer represent approximately 7.3% of the Company’s currently issued and outstanding shares of common stock. Based on these preliminary numbers, the Company anticipates that following settlement of the tender offer, it will have approximately 163,435,519 shares outstanding.
The number of shares to be purchased is preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the paying agent and depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within three business days of the expiration of the tender offer. The final number of shares to be purchased will be announced following completion of the confirmation process. Payment for the shares accepted for purchase under the tender offer will occur promptly thereafter.
The press release announcing the preliminary results of the tender offer is filed 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 Announcing Preliminary Results of Tender Offer, dated May 13, 2014 |
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.
| | NEW YORK REIT, INC. |
| | | |
| Date: May 13, 2014 | By: | /s/ Nicholas S. Schorsch |
| | Nicholas S. Schorsch |
| | Chief Executive Officer and Chairman of the Board of Directors |
