Press Release

New York REIT, Inc. to Issue a $3.25 Per Share Cash Liquidating Distribution

New York REIT, Inc. Closes on Previously Announced Sale of the Viceroy Hotel Property

New York REIT, Inc. Announces November 2, 2018 as Last Day on which Common Shares will be Traded on NYSE

Company Release - 10/5/2018 7:30 AM ET

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.