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):  June 15, 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, 4 th 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)

 

¨ 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))

 

x 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 company x

 

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

 

Commencement of Tender Offers

 

On June 4, 2018, MacKenzie Realty Capital, Inc. and certain of its affiliates (collectively, “MacKenzie”) commenced an unsolicited offer (the “MacKenzie Offer”) to stockholders of American Realty Capital New York City REIT, Inc. (the “Company”) to purchase up to 500,000 shares of the Company’s common stock, par value $0.01 per share (“Shares”), at a price of  $12.04 per Share in cash. The expiration date of the MacKenzie Offer is July 20, 2018 (unless extended).

 

The Company’s board of directors (the “Board”) believes that the MacKenzie Offer is not in the best interests of stockholders. This belief is based on, among other things, the most recent estimated net asset value per Share (the “Estimated Per-Share NAV”) approved by the independent directors of the Board on October 25, 2017 of  $20.26 as of June 30, 2017. The purchase price in the MacKenzie Offer is $8.22 per Share, or 41%, lower than the Estimated Per-Share NAV. The Board also believes that the MacKenzie Offer avoids important investor protections and disclosure.

 

In order to deter MacKenzie and other potential future bidders that may try to exploit the illiquidity of the Shares and acquire them from the Company’s stockholders at prices substantially below their Estimated Per-Share NAV, on June 15, 2018, the Company commenced a self-tender offer (the “Company Offer”) for up to 500,000 Shares at a price of  $12.95 per Share. The Company Offer will be paid in cash, less the withholding of any applicable taxes and without interest, as further described in the Offer to Purchase, the Letter of Transmittal and other related materials filed with the Securities and Exchange Commission (the “SEC”) by the Company as exhibits to an issuer tender offer statement on Schedule TO. Unless extended or withdrawn, the Company Offer will expire at 11:59 p.m., Eastern time, on July 24, 2018. Upon expiration, payment for the Shares accepted for purchase in the Company Offer will occur promptly in accordance with applicable law. However, the Board believes that the offer price under the Company Offer is still well below the current Estimated Per-Share NAV of the Shares. The Company Offer provides stockholders who desire immediate liquidity an alternative to the MacKenzie Offer at a 7.6% premium to the MacKenzie Offer price.

 

Because the offer price under the Company Offer is still well below the current Estimated Per-Share NAV of the Shares, the Company’s board of directors recommends that stockholders DO NOT tender their Shares in the Company Offer or the lower MacKenzie Offer.

 

The Board acknowledges that each stockholder must evaluate whether to tender his or her Shares in either the Company Offer or the MacKenzie Offer and that, because there is no trading market for the Shares, an individual stockholder may determine to tender based on, among other considerations, such stockholder’s individual liquidity needs. In addition, the Board believes that in making a decision as to whether to tender Shares in either offer, each stockholder should keep in mind that (a) the Board has the right to amend, suspend or terminate the Company’s share repurchase program (“SRP”) at any time (which program has significant limitations and is suspended during the Company Offer in accordance with applicable securities laws), (b) the Board has the right to amend, extend or, upon certain specified conditions, terminate the Company Offer and (c) the Board makes no assurances with respect to (i) any future distributions (which can change periodically) or (ii) the timing of providing liquidity to the stockholders.

 

On or about June 15, 2018, the Company began mailing a letter to its stockholders with respect to the foregoing recommendations and other matters related to the MacKenzie Offer and the Company Offer (the “Stockholder Letter”), a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The Company Offer is further described in, and will be conducted in accordance with the terms and conditions set forth in, the Offer to Purchase, the Letter of Transmittal and other related materials that are being mailed to stockholders together with the Stockholder Letter. Each stockholder must make his, her or its own decision whether to tender Shares and how many Shares to tender. In doing so, the Company urges stockholders to read carefully the information in or incorporated by reference into the Offer to Purchase, the Letter of Transmittal and other related materials that are filed with the SEC by the Company as exhibits to an issuer tender offer statement on Schedule TO. Questions and requests for assistance or requests for additional copies of the Offer to Purchase, the Letter of Transmittal and other related materials may be directed to Company’s Investor Relations department by calling (866) 902-0063. The Company will promptly furnish to stockholders additional copies of the materials at its own expense.

 

 

 

 

Share Repurchase Program

 

The Board has suspended the SRP. In addition, the Company will not accept any repurchase requests under the SRP during the pendency of the Company Offer or for 10 business days thereafter.

 

Forward-Looking Statements

 

The foregoing contains forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical facts included in this Current Report on Form 8-K, including statements concerning the Company’s plans, objectives, goals, beliefs, business strategies, future events, business conditions, the Company’s results of operations, financial position and the Company’s business outlook, business trends and other information are forward-looking statements. When used in this Current Report on Form 8-K, the words “estimate”, “anticipate”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “seek”, “approximately” or “plan”, or the negative of these words and phrases, or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. Stockholders can also identify forward-looking statements by discussions of strategy, plans or intentions of management.

 

Forward-looking statements are not historical facts, and are based upon the Company’s current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The Company’s expectations, beliefs, estimates and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from the forward-looking statements contained in this Current Report on Form 8-K. Such risks, uncertainties and other important factors include, among others, the risks and uncertainties described under the Risk Factors included in the Company’s most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed with the SEC. The Company cautions stockholders not to place undue reliance on any forward-looking statements, which are made as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. 

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Letter to Stockholders dated June 15, 2018

 

 

 

 

 

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: June 15, 2018 By:  /s/ Edward M. Weil, Jr.  
  Name:
Title: 		Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer, President and Secretary
       

 

 

 

 

 

Exhibit 99.1

 

 

 

 

June 15, 2018

 

Dear Stockholder,

 

On June 4, 2018, MacKenzie Realty Capital, Inc. and certain of its affiliates (collectively, “MacKenzie”) commenced yet another unsolicited mini-tender offer (the “MacKenzie Offer”), this time to purchase up to 500,000 shares of common stock (the “Shares”) of American Realty Capital New York City REIT, Inc. (the “Company”) at a price equal to $12.04 per Share in cash. The expiration date of the MacKenzie Offer is July 20, 2018, unless extended. You should expect to receive offer materials for the MacKenzie Offer, if you have not received them already. It is unfortunate that MacKenzie’s forms and materials seem designed to mislead you into believing they are issued by the Company. Please note that MacKenzie is not affiliated with the Company or its advisor.

 

Over the past few years, MacKenzie has launched three prior mini-tender offers and has had extremely limited success in acquiring shares from stockholders like you. As is the case with the previous offers, the MacKenzie Offer has not been publicly filed and fails to provide certain disclosure and investor protections as we discuss below.

 

After carefully evaluating the MacKenzie Offer, the Board of Directors of the Company (the “Board”) recommends that investors reject the MacKenzie Offer and NOT tender their Shares. We believe that the MacKenzie Offer is not in the best interests of our stockholders because, among other reasons:

 

· The MacKenzie Offer price is significantly less than the current estimated per-share net asset value (“Estimated Per-Share NAV”) approved by the independent directors of the Board of $20.26 1 as of June 30, 2017. The MacKenzie Offer price is $8.22 per Share, or 41%, less than the Estimated Per-Share NAV.

 

· Given the MacKenzie Offer price, the Board believes that the MacKenzie Offer represents an opportunistic attempt by MacKenzie to make profit by purchasing the Shares at a deeply discounted price relative to their current estimated value, thereby depriving the stockholders who tender Shares in the MacKenzie Offer of the potential opportunity to realize the full long-term value of their investment in the Company.

 

· In addition, the MacKenzie Offer avoids important investor protections and disclosure. In fact, the SEC has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard…” The SEC has also published investor tips regarding mini-tender offers on its website at: www.sec.gov/investor/pubs/minitend.htm . Unlike tender offers required to be filed with the SEC, the MacKenzie Offer materials fail to adequately address certain matters, including: a complete description of the risks associated with the MacKenzie Offer; a clear discussion of the methodologies used by MacKenzie to determine its offer price or how it has valued the Company’s shares; completeness of disclosure as to the identity of MacKenzie, its control persons and promoters and their financial wherewithal; and a clear disclosure of the Company shares owned by MacKenzie and its affiliates.

 

In order to deter MacKenzie and other potential future bidders that may try to exploit the illiquidity of Shares and acquire them from stockholders at prices substantially below their Estimated Per-Share NAV, the Board has authorized a self-tender offer (the “Company Offer”) for the Company to purchase up to 500,000 Shares at $12.95 per Share in cash, or 36% less than the Estimated Per-Share NAV. Because the offer price under the Company Offer is still well below the current Estimated Per-Share NAV of the Shares, the Board recommends that stockholders DO NOT tender their Shares in the Company Offer or the lower MacKenzie Offer. The Company Offer provides stockholders who desire immediate liquidity an alternative to the MacKenzie Offer at a 7.6% premium to the MacKenzie Offer price.

 

You should carefully read the enclosed Offer to Purchase and Letter of Transmittal for the Company Offer, each of which have been filed as exhibits to a Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2018, before making your decision with regard to the Company Offer. Unless extended or withdrawn, the Company Offer will expire at 11:59 p.m., Eastern Time on July 24, 2018. Upon expiration, payment for the Shares accepted for purchase in the Company Offer will occur promptly in accordance with applicable law.

 


__________________________ 

1 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 26, 2017 filed with the SEC.

 

 

 

The Board acknowledges that each stockholder must evaluate whether to tender his or her Shares in either offer and that, because there is no trading market for the Shares, an individual stockholder may determine to tender based on, among other considerations, such stockholder’s individual liquidity needs. In addition, the Board believes that in making a decision as to whether to tender his or her Shares in either offer, each stockholder should keep in mind that (a) the Board has the right to amend, suspend or terminate the Company’s share repurchase program at any time (which program has significant limitations and is suspended during the Company Offer in accordance with applicable securities laws), (b) the Board has the right to amend, extend or, upon certain specified conditions, terminate the Company Offer and (c) the Board makes no assurances with respect to (i) any future distributions (which can change periodically) or (ii) the timing of providing liquidity to the stockholders.

 

We appreciate your trust in the Company and its Board of Directors and thank you for your continued support. We encourage you to follow the Board of Directors’ recommendation and not tender your Shares in either offer. If you do not wish to tender Shares in the Company Offer or the MacKenzie Offer, simply do not respond to either offer.

 

If you have any questions or need further information about your options, please feel free to contact NYCR’s Investor Relations department at 866-902-0063.

 

   

Sincerely,

Edward M. Weil, Jr.

Executive Chairman, Chief Executive Officer,

President and Secretary