NEW YORK, Oct. 5, 2018 /PRNewswire/ -- New York REIT,
Inc. (NYSE: NYRT) (the "Company" or "NYRT"), which is liquidating
and winding down pursuant to a plan of liquidation, announced today
the Company's Board of Directors has declared a cash liquidating
distribution of $3.25 per share of
the Company's common stock to be paid on October 22, 2018 to shareholders of record as of
October 15, 2018.
Separately, the Company has announced that it has closed on the
previously announced sale of the Viceroy Hotel located on West 57th
Street in New York, New York for
$41.0 million to an unaffiliated
third party. The property was unencumbered at the time of
sale. After satisfaction of pro-rations and closing costs,
the Company received net proceeds of approximately $39.8 million. The selling price is
consistent with the Company's last reported net assets in
liquidation as of June 30, 2018.
The liquidating distribution is being paid from the net proceeds
from the sale of the Viceroy Hotel and existing cash on hand.
The Company also announced today that the conversion of the
Company from a Maryland
corporation to a Delaware limited
liability company to be known as New York REIT Liquidating LLC (the
"LLC") is expected to become effective at 5:00 p.m. on Wednesday, November 7, 2018.
In connection with the conversion of the Company to the LLC, the
Company intends to withdraw its shares of common stock from trading
on the New York Stock Exchange ("NYSE") and the Company expects the
last day of trading will be November 2,
2018 and that the Company's stock transfer books will be
closed as of 4:00 p.m. (Eastern Time)
on such date.
When the conversion becomes effective, Company stockholders will
automatically receive one unit of common membership interest in the
LLC (which units will be in book entry form) for each share of the
Company's common stock held by such stockholder. Units in the
LLC will generally not be transferable1, and units will
not trade on the NYSE or any other exchange following the effective
time of the conversion. Following the sale of the Viceroy
Hotel, the Company's only remaining asset is a 50.1% interest in a
joint venture which indirectly owns the Worldwide Plaza office and
retail property, and this will continue to be the only asset of the
LLC after the conversion becomes effective.
For tax purposes, the fair value of each unit in the LLC
received by Company stockholders when the conversion becomes
effective, which reflects the value of the remaining assets of the
Company (net of liabilities), will equal the average of the high
and low trading prices for shares of the Company's common stock on
the last three days on which shares are traded on the NYSE. For a
detailed description of the federal income tax and investment
considerations relating to the conversion and its effects on your
interests in the Company, reference is made to the proxy
statement/prospectus filed with the Securities and Exchange
Commission ("SEC") on August 6, 2018,
a copy of which is available on the SEC's website, www.sec.gov, as
well as the Company's website, www.nyrt.com, under the investor
relations tab. Stockholders are strongly advised to contact their
investment and tax advisors as to the tax consequences resulting
from the conversion of shares of common stock in the Company to
units of common membership interest in the LLC.
About NYRT
NYRT is a publicly traded real estate investment trust listed on
the NYSE. NYRT's shareholders adopted a plan of liquidation
pursuant to which NYRT is liquidating and winding down and, in
connection therewith, is seeking to sell its assets in an orderly
fashion to maximize shareholder value. For more information, please
visit our website at www.nyrt.com.
Forward-Looking Statements
The statements in this release that are not historical facts may
be forward-looking statements. These forward-looking statements
involve substantial risks and uncertainties. Actual results or
events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements the
Company makes. Forward-looking statements may include, but are not
limited to, statements regarding stockholder liquidity and
investment value and returns. The words "anticipates," "believes,"
"expects," "estimates," "projects," "plans," "intends," "may,"
"will," "would," and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. Factors that
might cause such differences include, but are not limited to: the
purchaser consummating the transactions contemplated by the
purchase agreement; and other factors, many of which are beyond the
Company's control, including other factors included in the
Company's reports filed with the Securities and Exchange Commission
("SEC"), particularly in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections of the Company's latest Annual Report on Form
10-K for the year ended December 31,
2017, filed with the SEC on March 1,
2018 and the Company's Proxy Statement/Prospectus filed with
the SEC on August 6, 2018, as such
Risk Factors may be updated from time to time in subsequent
reports. The Company does not assume any obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Contacts
John Garilli, Chief Executive
Officer
New York REIT, Inc.
jgarilli@nyrt.com
(617) 570-4750
Jonathan
Keehner
Mahmoud Siddig
Joele Frank, Wilkinson Brimmer
Katcher
jkeehner@joelefrank.com
msiddig@joelefrank.com
(212) 355-4449
1 Except by will, intestate succession or operations
of law
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SOURCE New York REIT, Inc.
