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):March 6, 2018
American Realty Capital New York City REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 000-55393 | 46-4380248 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
405 Park Avenue, 4th Floor 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) |
| x | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x
Item 8.01. Other Events
Tender Offer Amendment and Stockholder Letter
On March 6, 2018, American Realty Capital New York City REIT, Inc. (the “Company”) amended its existing tender offer (the “Offer”) to purchase up to 1,600,000 shares of the Company’s common stock for cash at a purchase price equal to $17.03 per share, or $27.2 million in the aggregate such that the number of shares of the Company’s common stock the Company is offering to purchase was decreased from 1,600,000 to 140,000 and an additional condition of the Offer was added. Unless extended or withdrawn, the Offer will expire on March 20, 2018.
On or about March 6, 2018, the Company began mailing a letter to its stockholders with respect to the amendment to the Offer and certain other recent events related to the Company. A copy of this letter is attached hereto as Exhibit 99.1 and incorporated by reference herein. For more information about the Offer, please refer to the Company’s Schedule TO, filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website, www.sec.gov, and also available on the “SEC Filings” section of the Company’s website, www.newyorkcityreit.com.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Stockholder Letter |
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 CITY REIT, INC. | |||
| Date: March 6, 2018 | By: | /s/ Edward M. Weil, Jr. | |
| Name: | Edward M. Weil, Jr. | ||
| Title: | Executive Chairman, Chief Executive Officer, President and Secretary | ||
