September 9, 2020
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Ron Alper and Ms. Brigitte Lippmann
| Re: | New York City REIT, Inc. (the “Company”) Registration Statement on Form S-3 Filed: August 19, 2020 File No. 333-248121 |
Dear Mr. Alper and Ms. Lippmann:
Set forth below is the Company’s response to the comment of the staff of the Securities and Exchange Commission contained in your letter to Edward M. Weil, Jr. of the Company, dated September 4, 2020. For convenience of reference, the staff comment contained in the letter is reprinted below in bold type and is followed by the corresponding response of the Company.
The heading and numbered paragraph below corresponds to the heading and numbered paragraph of the letter.
Registration Statement on Form S-3
General
| 1. | Please file a form of indenture as an exhibit to your filing. For guidance, refer to sections 201.02 and 201.04 of our Trust Indenture Act of 1939 Compliance and Disclosure Interpretations. |
The Company has filed an exhibit-only amendment to its Registration Statement on Form S-3 filed on August 19, 2020, solely to file a form of indenture for senior debt securities and a form of indenture for subordinate debt securities as Exhibits 4.12 and 4.13, respectively.
We appreciate your review and assistance. Should you require additional information or have any questions, please contact Michael J. Choate of Proskauer Rose LLP at (312) 962-3550.
Sincerely,
/s/ Edward M. Weil, Jr.
Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer,
President and Secretary
| Cc: | Michael J. Choate, Proskauer Rose LLP |