INTRODUCTION
This Amendment No. 1 (this “Amendment”) amends and supplements Items 1, 4, 8 and 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on February 6, 2018 (together with any amendments and supplements thereto, including this Amendment, the “Schedule 14D-9”). The Schedule 14D-9 relates to a tender offer (the “Offer”) by Comrit Investments 1, Limited Partnership (the “Offeror”) to purchase up to 1,600,000 shares of the outstanding common stock, par value $0.01 per share (the “Common Stock”), of American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), at a price equal to $16.02 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, as filed under cover of Schedule TO by the Offeror with the SEC, as originally filed on January 29, 2018 and as amended on February 12, 2018 (the “Offer to Purchase”). Pursuant to this amendment, the Offeror (i) increased the purchase price per share from $14.68 to $16.02, and (ii) extended the expiration date of the Offer from March 6, 2018 to March 20, 2018.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as indicated below.
AS DISCUSSED BELOW, THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS (THE “STOCKHOLDERS”) NOT TENDER THEIR SHARES OF COMMON STOCK PURSUANT TO THE OFFER.
Item 2. Identity and Background of Filing Person.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented by replacing the second paragraph thereof with the following:
“This Schedule 14D-9 relates to the Offer by the Offeror pursuant to which the Offeror has offered to purchase, subject to certain terms and conditions, up to 1,600,000 shares of Common Stock at a price equal to $16.02 per share pursuant to its Offer to Purchase. Unless the Offer is extended by the Offeror, the Offer will expire at 11:59 p.m., Eastern Time, on March 20, 2018.”
Item 4. The Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The first paragraph under the heading “Solicitation or Recommendation” is hereby replaced with the following:
“On February 6, 2018, the Company commenced a tender offer, which was amended on February 22, 2018 (the “Company Offer”). Pursuant to the Company Offer, the Company is offering to purchase up to 1,600,000 shares of Common Stock at a price of $17.03 per share of Common Stock. Although the Company Offer is superior to the Offer, for the reasons discussed below, the Company’s board of directors (the “Board”) unanimously recommends that stockholders NOT tender their shares of Common Stock pursuant to the Company Offer or the lower Offer.”
The first paragraph under the heading “Reasons for the Recommendation” is hereby replaced with the following:
“The Board has evaluated the terms of both the Offer and the Company Offer and notes that, although the Company Offer is at a higher price than the Offer, the price in both offers is significantly less than the estimated per-share net asset value of Common Stock (“Estimated Per-Share NAV”) of $20.26 per share as of June 30, 2017, which was approved by the Board. The price of the Offer is 21% less than Estimated Per-Share NAV, and the price of the Company Offer is 16% less than Estimated Per-Share NAV. For a full description of the methodologies and assumptions, as well as certain qualifications, used to value the Company’s assets and liabilities in connection with the calculation of Estimated Per-Share NAV, see the Company’s Current Report on Form 8-K dated October 27, 2017 filed with the SEC. As noted therein,
