As filed with the Securities and Exchange Commission on December 28, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
NEW YORK CITY REIT, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Class B Common Stock, $0.01 par value per share
(Title of Class of Securities)
649439114
(CUSIP Number of Class of Securities)
Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer, President and Secretary
New York City REIT, Inc.
650 Fifth Avenue, 30th Floor
New York, New York 10019
(212) 415-6500
Executive Chairman, Chief Executive Officer, President and Secretary
New York City REIT, Inc.
650 Fifth Avenue, 30th Floor
New York, New York 10019
(212) 415-6500
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
and communications on behalf of filing persons)
With copies to:
Michael J. Choate, Esq.
Proskauer Rose LLP
Three First National Plaza
70 West Madison, Suite 3800
Chicago, Illinois 60602
(312) 962-3567
Proskauer Rose LLP
Three First National Plaza
70 West Madison, Suite 3800
Chicago, Illinois 60602
(312) 962-3567
| CALCULATION OF FILING FEE | | ||||
| Transaction Valuation: | | | | Amount of Filing Fee: | |
| $455,000(a) | | | | $49.64(b) | |
(a)
Calculated as the maximum aggregate purchase price to be paid for shares of Class B common stock, $0.01 par value per share.
(b)
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2021, equals $109.10 per million dollars of the aggregate value of the transaction.
☐
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: N/A | | | Filing Party: N/A | |
| Form or Registration No.: N/A | | | Date Filed: N/A | |
☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐
third-party tender offer subject to Rule 14d-1.
☒
issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to the offer by New York City REIT, Inc., a Maryland corporation (the “Company”), to purchase up to 65,000 shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Shares”), subject to the Company’s ability to increase the number of Class B Shares accepted for payment in the offer by up to, but not more than, 2% of the Company’s outstanding Class B Shares (resulting in a commensurate increase in the dollar volume by up to approximately $0.9 million) without amending or extending the offer in accordance with rules promulgated by the Securities and Exchange Commission, at a purchase price equal to $7.00 per Class B Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 28, 2020 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements thereto, constitute the “Offer,” copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Items 1 through 9.
The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated by reference in answer to Items 1 through 9 of this Tender Offer Statement on Schedule TO.
Item 10. Financial Statements.
Not applicable. Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company’s financial statements are not considered material because (i) the consideration consists solely of cash, (ii) the Offer is not subject to any financing condition, and (iii) the Company is a public reporting company under Section 13(a) of the Exchange Act that files reports electronically on EDGAR.
Item 11. Additional Information.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference in answer to Item 11 of this Tender Offer Statement on Schedule TO.
Item 12. Exhibits.
The Exhibit Index appearing after the signature page hereto is incorporated herein by reference.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 28, 2020
| New York City REIT, Inc. | | |||
| By: | | | /s/ Edward M. Weil, Jr. | |
| | | | Edward M. Weil, Jr. | |
| | | | Executive Chairman, Chief Executive Officer, President and Secretary | |
EXHIBIT INDEX
*
Filed herewith.