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424B3 Filing
New York City REIT (NYC) 424B3Prospectus supplement
Filed: 29 Jan 15, 12:00am
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-194135
This prospectus supplement, or this Supplement No. 15, is part of the prospectus, or the Prospectus, of American Realty Capital New York City REIT, Inc., or the Company, dated April 24, 2014, as supplemented by Supplement No. 14, dated January 16, 2015, or Supplement No. 14. This Supplement No. 15 supplements, modifies, supersedes and replaces certain information contained in our Prospectus and Supplement No. 14 and should be read in conjunction with our Prospectus and Supplement No. 14. This Supplement No. 15 will be delivered with the Prospectus and Supplement No. 14. Unless the context suggests otherwise, the terms “we,” “us” and “our” used herein refer to the Company, together with its consolidated subsidiaries.
The purposes of this Supplement No. 15 are to, among other things:
• | update disclosure relating to operating information; |
• | update our investor suitability standards; |
• | add disclosure relating to a change in our independent registered public accounting firm; and |
• | replace Appendix C-1 — American Realty Capital New York City REIT, Inc. Subscription Agreement. |
S-1
On January 22, 2015, Grant Thornton LLP, or Grant Thornton, resigned as the Company’s independent registered public accounting firm. Grant Thornton’s resignation was accepted by the Company’s audit committee.
Grant Thornton’s audit reports on the Company’s consolidated financial statements for the period from December 19, 2013 to January 2, 2014 and for the period from December 19, 2013 to December 31, 2013 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
Since the Company’s establishment in December 2013 and through the end of the fiscal year ended December 31, 2014 and the subsequent interim period from January 1, 2015 through January 22, 2015, (i) there were no disagreements between the Company and Grant Thornton on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of the disagreement in its reports on the Company’s consolidated financial statements, and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Grant Thornton with a copy of the foregoing statements and has requested and received from Grant Thornton a letter addressed to the Securities and Exchange Commission stating that Grant Thornton agrees with the above statements.
The Company is presently in discussions with several accounting firms to replace Grant Thornton as its independent registered public accounting firm for the fiscal year ended December 31, 2014.
S-2
The bullet under the section entitled “Investor Suitability Standards — Nebraska,” as included on page S-9 of Supplement No. 14, is hereby replaced with the following disclosure.
• | Nebraska investors must have either (a) a minimum net worth of at least $70,000 and a minimum annual gross income of not less than $100,000, or (b) a minimum net worth of $350,000. A Nebraska investor’s investment in us and in other non-publicly traded real estate investment trusts and other non-publicly traded direct participation programs (including oil and gas programs, equipment leasing programs, business development companies (BDCs) and commodity pools) may not exceed ten percent (10%) of his or her net worth. An investment by a Nebraska investor that is an accredited investor within the meaning of the Federal securities laws is not subject to the foregoing limitations.” |
The following disclosure is hereby inserted as a new section following the section entitled “Experts” on page 228 of the Prospectus.
On January 22, 2015, Grant Thornton LLP, or Grant Thornton, resigned as the Company’s independent registered public accounting firm. Grant Thornton’s resignation was accepted by the Company’s audit committee.
Grant Thornton’s audit reports on the Company’s consolidated financial statements for the period from December 19, 2013 to January 2, 2014 and for the period from December 19, 2013 to December 31, 2013 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
Since the Company’s establishment in December 2013 and through the end of the fiscal year ended December 31, 2014 and the subsequent interim period from January 1, 2015 through January 22, 2015, (i) there were no disagreements between the Company and Grant Thornton on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of the disagreement in its reports on the Company’s consolidated financial statements, and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Grant Thornton with a copy of the foregoing statements and has requested and received from Grant Thornton a letter addressed to the Securities and Exchange Commission stating that Grant Thornton agrees with the above statements.
The Company is presently in discussions with several accounting firms to replace Grant Thornton as its independent registered public accounting firm for the fiscal year ended December 31, 2014.”
The form of subscription agreement contained in Appendix C-1 of the Prospectus, as included in Supplement No. 14, is hereby replaced with the revised form of subscription agreement attached to this Supplement No. 15 as Appendix C-1.
S-3
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