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): August 5, 2020
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.) |
650 Fifth Avenue, 30th Floor
New York, New York 10019
(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) | |
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| N/A | N/A | N/A |
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 company ¨
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. ¨
Item 3.03. Material Modification to Rights of Security Holders.
Listing Recapitalization
On August 5, 2020, New York City REIT, Inc., a Maryland corporation (the “Company”), in anticipation of the Company’s previously announced plan to list shares of its Class A common stock on The New York Stock Exchange (the “NYSE”) under the symbol “NYC,” made the following filings with the State Department of Assessments and Taxation of Maryland (the “SDAT”):
| · | articles of amendment to the Company’s charter that will become effective at 5:01 p.m. eastern time on August 5, 2020, at which time a 9.72-to-1 reverse stock split will be effected combining every 9.72 shares of the Company’s common stock, par value $0.01 per share, into one share of common stock, par value $0.0972 per share; |
| · | articles of amendment to the Company’s charter that will become effective at 5:02 p.m. eastern time on August 5, 2020, at which time the par value of the shares of common stock outstanding after the reverse stock split will be reduced from $0.0972 per share to $0.01 per share and the common stock will be renamed “Class A common stock;” and |
| · | articles supplementary to the Company’s charter that will become effective at 5:03 p.m. eastern time on August 5, 2020, at which time a number of authorized but unissued shares of Class A common stock equal to approximately three times the number of shares of Class A common stock then issued and outstanding will be reclassified into shares of Class B common stock, par value $0.01 per share. |
The Company also announced that it has declared a stock dividend of three shares of Class B common stock to every holder of record of Class A common stock at 5:04 p.m. eastern time on August 5, 2020, payable at that time.
Following the effectiveness of the actions described above and the redemption of all fractional shares of Class A common stock resulting from the reverse stock split for cash, the Company will have approximately 12.8 million shares of common stock outstanding, comprised of approximately 3.2 million shares of Class A common stock and 9.6 million shares of Class B common stock.
Except with respect to listing and conversion as described below, shares of Class B common stock will have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the shares of Class A common stock. The Company has applied to list only shares of Class A common stock on the NYSE. The shares of Class B common stock will not be listed on the NYSE. Instead, one-third of the issued and outstanding shares of Class B common stock will automatically convert into shares of Class A common stock and be listed on the NYSE no later than 120 days (or the next business day) following the date Class A common stock is listed on the NYSE. Following this conversion, one-half of the issued and outstanding shares of Class B common stock will automatically convert into shares of Class A common stock and be listed on the NYSE no later than 240 days (or the next business day) following the date Class A common stock is listed on the NYSE. Following this conversion, all issued and outstanding shares of Class B common stock will automatically convert into shares of Class A common stock and be listed on the NYSE no later than 360 days (or the next business day) following the date Class A common stock is listed on the NYSE. If earlier than the conversion dates specified above, shares of Class B common stock will instead convert into shares of Class A common stock on the earlier of (i) the date and time when any rights to purchase the Company’s securities attached to shares of Class A common stock begin to trade separately from the shares of Class A common stock and become exercisable in accordance with the terms of any rights agreement to which the Company is then a party, or (ii) a date and time determined by the Company’s board of directors set forth in a Certificate of Notice filed with the SDAT.
As previously announced, the Company anticipates that trading of Class A common stock on the NYSE will commence on or about August 18, 2020, although there can be no assurance as to this timing. There also can be no assurance as to the price at which Class A common stock will trade once listed. The trading price of Class A common stock will be impacted by a number of factors, many of which are outside the Company’s control, and may fluctuate significantly.
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The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the documents filed with the SDAT, which are attached hereto as Exhibits 3.1, 3.2 and 3.3 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Forward-Looking Statements
The statements in this Current Report on Form 8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different. 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. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, on the Company, the Company’s tenants and the global economy and financial markets, as well as those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 19, 2020, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed on May 14, 2020 and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required to do so by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment relating to reverse stock split | |
| 3.2 | Articles of Amendment relating to par value decrease and common stock name change | |
| 3.3 | Articles Supplementary classifying and designating Class B common stock | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL |
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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.
| New York City REIT, Inc. | ||
| Date: August 5, 2020 | By: | /s/ Edward M. Weil, Jr. |
|
Edward M. Weil, Jr.
Chief Executive Officer, President, and Secretary |
||
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Exhibit 3.1
NEW YORK CITY REIT, INC.
ARTICLES OF AMENDMENT
New York City REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Company (the “Charter”) is hereby amended to provide that, at 5:01 p.m. Eastern Time on August 5, 2020 (the “Effective Time”), every 9.72 issued and outstanding shares of common stock (the “Common Shares”), $0.01 par value per share, of the Company which were issued and outstanding immediately prior to the Effective Time shall be changed into one issued and outstanding Common Share, $0.0972 par value per share.
SECOND: The amendment to the Charter as set forth above has been duly advised and approved by at least a majority of the entire Board of Directors as required by the Maryland General Corporation Law. The amendment set forth herein is limited to a change expressly authorized by Section 2-309(e)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Company.
THIRD: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at the Effective Time.
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 5th day of August, 2020.
| ATTEST: | NEW YORK CITY REIT, INC. |
|
/s/ Christopher J. Masterson
Name: Christopher J. Masterson Title: Chief Financial Officer |
By: /s/ Edward M. Weil, Jr. (SEAL)
Name: Edward M. Weil, Jr. Title: Chief Executive Officer |
Exhibit 3.2
NEW YORK CITY REIT, INC.
ARTICLES OF AMENDMENT
New York City REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Company (the “Charter”) is hereby amended, effective at 5:02 p.m. Eastern Time on August 5, 2020 (the “Effective Time”), to decrease the par value of the shares of common stock of the Company issued and outstanding immediately prior to the filing of these Articles of Amendment from $0.0972 per share to $0.01 per share.
SECOND: The Charter is hereby further amended to change, at the Effective Time, the designation of the Company’s common stock, $0.01 par value per share, to Class A Common Stock, $0.01 par value per share. All references in the Charter to “Common Shares” are hereby changed at the Effective Time to “Class A Common Shares.”
THIRD: The amendments to the Charter as set forth above have been duly advised and approved by at least a majority of the entire Board of Directors as required by the Maryland General Corporation Law. The amendments to the Charter set forth herein are limited to changes expressly authorized by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Company.
FOURTH: There has been no increase in the authorized shares of stock of the Company effected by the amendments to the Charter as set forth above.
FIFTH: These Articles of Amendment shall become effective at the Effective Time.
SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 5th day of August, 2020.
| ATTEST: | NEW YORK CITY REIT, INC. |
|
/s/ Christopher J. Masterson
Name: Christopher J. Masterson Title: Chief Financial Officer |
By: /s/ Edward M. Weil, Jr. (SEAL)
Name: Edward M. Weil, Jr. Title: Chief Executive Officer |
Exhibit 3.3
NEW YORK CITY REIT, INC.
ARTICLES SUPPLEMENTARY
New York City REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: Under a power contained in Article V of the charter of the Company (the “Charter”), the Board of Directors of the Company (the “Board”), by duly adopted resolutions, reclassified and designated 9,750,000 authorized but unissued shares of Class A Common Stock, $0.01 par value per share (the “Class A Common Shares”), of the Company as 9,750,000 shares of Class B Common Stock, $0.01 par value per share (the “Class B Common Shares”). There has been no increase in the authorized shares of stock of the Company effected by these Articles Supplementary.
SECOND: Except as set forth in the immediately following sentences, the Class B Common Shares shall have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the Class A Common Shares and all provisions of the Charter applicable to the Class A Common Shares, including, without limitation, the provisions of Article V, shall apply to the Class B Common Shares. One third (1/3) of the Class B Common Shares held by each holder thereof shall, automatically and without any action on the part of the holder thereof, convert into an equal number of Class A Common Shares on the earlier (the “First Conversion Date”) of (i) the close of business on the date that is one hundred and twenty (120) calendar days (or, if such date is not a business day, the next business day) after the date of initial listing of the Class A Common Shares on a national securities exchange (the “Listing Date”), (ii) the date and time when any rights to purchase securities of the Company attached to the Class A Common Shares begin to trade separately from the Class A Common Shares and become exercisable in accordance with the terms of any rights agreement to which the Company is then a party (the “Distribution Date”) or (iii) such earlier date and time as may be determined by the Board and set forth in a Certificate of Notice filed with the SDAT. Following the First Conversion Date, one half (1/2) of the Class B Common Shares held by each holder thereof shall, automatically and without any action on the part of the holder thereof, convert into an equal number of Class A Common Shares on the earlier (the “Second Conversion Date”) of (i) the close of business on the date that is two hundred and forty (240) calendar days (or, if such date is not a business day, the next business day) after the Listing Date, (ii) the Distribution Date or (iii) such earlier date and time as may be determined by the Board and set forth in a Certificate of Notice filed with the SDAT. Following the Second Conversion Date, all issued and outstanding Class B Common Shares shall, automatically and without any action on the part of the holders thereof, convert into an equal number of Class A Common Shares on the earlier (the “Third Conversion Date”) of (i) the close of business on the date that is three hundred and sixty (360) calendar days (or, if such date is not a business day, the next business day) after the Listing Date, (ii) the Distribution Date or (iii) such earlier date and time as may be determined by the Board and set forth in a Certificate of Notice filed with the SDAT. No fractional Class A Common Shares shall be issued upon conversion of Class B Common Shares on either the First Conversion Date, the Second Conversion Date or the Third Conversion Date and each holder of Class B Common Shares otherwise entitled to a fractional Class A Common Share shall be entitled to receive in lieu thereof cash in an amount equal to the product of the fraction of a Class A Common Share multiplied by the closing trading price per Class A Common Share on such date as reported by the national securities exchange on which the Class A Common Shares are then listed for trading.
THIRD: A description of the Class A Common Shares is contained in the Charter.
FOURTH: The Class B Common Shares have been reclassified and designated by the Board under the authority contained in the Charter.
FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
SIXTH: These Articles Supplementary shall become effective at 5:03 p.m. Eastern Time on August 5, 2020.
SEVENTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 5th day of August, 2020.
| ATTEST: | NEW YORK CITY REIT, INC. |
|
/s/ Christopher J. Masterson
Name: Christopher J. Masterson Title: Chief Financial Officer |
By: /s/ Edward M. Weil, Jr. (SEAL)
Name: Edward M. Weil, Jr. Title: Chief Executive Officer |