10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: September 30, 2017

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 001-36416

NEW YORK REIT, INC.

(Exact name of Registrant as specified in its certificate of incorporation)

Maryland	27-1065431
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
7 Bulfinch Place, Suite 500, Boston, MA	02114
(Address of principal executive offices)	(Zip Code)

(617) 570-4750

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		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.   ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule12b-2).     Yes  ☐    No  ☒

As of October 31, 2017, the registrant had 167,928,730 shares of common stock, $0.01 par value per share, outstanding.

NEW YORK REIT, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Statement of Net Assets (Liquidation Basis) as of September 30, 2017		3
Consolidated Balance Sheet (Going Concern Basis) as of December  31, 2016		4
Consolidated Statements of Changes in Net Assets (Liquidation Basis) for the Three and Nine Months Ended September 30, 2017		5
Consolidated Statements of Operations and Comprehensive Loss (Going Concern Basis) for the Three and Nine Months Ended September 30, 2016		6
Consolidated Statement of Changes in Equity (Going Concern Basis) for the Nine Months Ended September 30, 2016		7
Consolidated Statement of Cash Flows (Going Concern Basis) for the Nine Months Ended September 30, 2016		8
Notes to Consolidated Financial Statements		9
Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 3. Quantitative and Qualitative Disclosures About Market Risk		46
Item 4. Controls and Procedures		46
PART II – OTHER INFORMATION
Item 1. Legal Proceedings		47
Item 1A. Risk Factors		47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		48
Item 3. Defaults Upon Senior Securities		48
Item 4. Mine Safety Disclosures		48
Item 5. Other Information		48
Item 6. Exhibits		48
Signatures		49

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEW YORK REIT, INC.

FORM 10-Q SEPTEMBER 30, 2017

CONSOLIDATED STATEMENT OF NET ASSETS

(Liquidation Basis)

(Unaudited, in thousands)

	September 30, 2017
Assets
Investments in real estate (see Note 3 – Liquidation Basis of Accounting)	$	3,401,961
Cash and cash equivalents		93,300
Restricted cash held in escrow		20,478
Accounts receivable		7,722
Other assets		500
Total Assets	$	3,523,961
Liabilities
Mortgage notes payable (see Note 7)	$	1,925,767
Liability for estimated costs in excess of estimated receipts during liquidation		234,720
Liability for non-controlling interests		8,605
Accounts payable, accrued expenses and other liabilities		23,200
Related party fees payable		49
Total Liabilities		2,192,341
Commitments and Contingencies
Net assets in liquidation	$	1,331,620

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

NEW YORK REIT, INC.

FORM 10-Q SEPTEMBER 30, 2017

CONSOLIDATED BALANCE SHEET

(Going Concern Basis)

(Unaudited, in thousands, except for share and per share data)

	December 31, 2016
Assets
Real estate investments, at cost:
Land	$	477,171
Buildings, fixtures and improvements		1,176,152
Acquired intangible assets		132,348
Total real estate investments, at cost		1,785,671
Less accumulated depreciation and amortization		(210,738	)
Total real estate investments, net		1,574,933
Cash and cash equivalents		45,536
Restricted cash		3,058
Investment in unconsolidated joint venture		190,585
Derivatives, at fair value		165
Tenant and other receivables		3,904
Receivable for mortgage proceeds		260,000
Unbilled rent receivables		52,620
Prepaid expenses and other assets		15,061
Deferred costs, net		6,518
Total assets	$	2,152,380
Liabilities and Equity
Mortgage notes payable, net of deferred financing costs	$	1,107,526
Market lease intangibles, net		65,187
Derivatives, at fair value		74
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $455 as of December 31, 2016)		33,364
Deferred revenue		4,548
Dividend payable		12
Total liabilities		1,210,711
Preferred stock, $0.01 par value; 40,866,376 shares authorized, none issued and outstanding		—
Convertible preferred stock, $0.01 par value; 9,133,624 shares authorized, none issued and outstanding		—
Common stock, $0.01 par value; 300,000,000 shares authorized, 167,066,364 shares issued and outstanding at December 31, 2016		1,671
Additional paid-in capital		1,445,092
Accumulated other comprehensive loss		(713	)
Accumulated deficit		(515,073	)
Total stockholders’ equity		930,977
Non-controlling interests		10,692
Total equity		941,669
Total liabilities and equity	$	2,152,380

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

NEW YORK REIT, INC.

FORM 10-Q SEPTEMBER 30, 2017

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Liquidation Basis)

(Unaudited, in thousands)

	Three Months Ended			Nine Months Ended
	September 30, 2017			September 30, 2017
Net assets in liquidation, beginning of period, July 1, 2017 and January 1, 2017, respectively	$	1,547,052		$	1,552,926
Changes in net assets in liquidation (See Note 5):
Changes in liquidation value of investments in real estate		(142,230	)		(144,730	)
Remeasurement of assets and liabilities		(74,029	)		(77,283	)
Remeasurement of non-controlling interest		827			707
Changes in net assets in liquidation		(215,432	)		(221,306	)
Net assets in liquidation, end of period	$	1,331,620		$	1,331,620

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

NEW YORK REIT, INC.

FORM 10-Q SEPTEMBER 30, 2017

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Going Concern Basis)

(Unaudited, in thousands, except share and per share data)

	Three Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2016
Revenues:
Rental income	$	30,267		$	89,045
Hotel revenue		7,098			18,487
Operating expense reimbursement and other revenue		3,895			10,360
Total revenue		41,260			117,892
Operating expenses:
Property operating		11,539			31,994
Hotel operating		6,856			19,710
Operating fees incurred from the Advisor		3,500			9,624
Transaction related		11,623			18,233
Impairment loss on real estate investment		27,911			27,911
General and administrative		1,760			(975	)
Depreciation and amortization		16,305			50,117
Total operating expenses		79,494			156,614
Operating loss		(38,234	)		(38,722	)
Other income (expenses):
Interest expense		(8,875	)		(27,913	)
Income from unconsolidated joint venture		711			2,556
Income from preferred equity investment		3			24
Gain on sale of real estate investments, net		—			6,630
Loss on derivative instruments		(12	)		(370	)
Total other expenses		(8,173	)		(19,073	)
Net loss		(46,407	)		(57,795	)
Net loss attributable to non-controlling interests		1,140			1,475
Net loss attributable to stockholders	$	(45,267	)	$	(56,320	)
Other comprehensive income (loss):
Unrealized gain (loss) on derivatives	$	660		$	(318	)
Total other comprehensive income (loss)		660			(318	)
Comprehensive loss attributable to stockholders	$	(44,607	)	$	(56,638	)
Basic and diluted weighted average common shares outstanding		165,384,074			164,700,025
Basic and diluted net loss per share attributable to stockholders	$	(0.27	)	$	(0.34	)
Dividends declared per common share	$	0.12		$	0.35

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

NEW YORK REIT, INC.

FORM 10-Q SEPTEMBER 30, 2017

COSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Going Concern Basis)

(Unaudited, in thousands, except share data)

	Common Stock							Accumulated
	Number					Additional		Other						Total			Non-
	of			Par		Paid-In		Comprehensive			Accumulated			Stockholders’			controlling			Total
	Shares			Value		Capital		Loss			Deficit			Equity			Interests			Equity
Balance, December 31, 2015		162,529,811		$	1,626	$	1,403,624	$	(1,237	)	$	(369,273	)	$	1,034,740		$	57,529		$	1,092,269
OP units converted to common stock		3,336,430			33		30,765		—			—			30,798			(30,798	)		—
Equity-based compensation and redemption of vested shares		(11,015	)		—		255		—			—			255			(10,892	)		(10,637	)
Dividends declared on common stock and distributions to non-controlling interest holders		—			—		—		—			(56,917	)		(56,917	)		(1,824	)		(58,741	)
Net loss		—			—		—		—			(56,320	)		(56,320	)		(1,475	)		(57,795	)
Other comprehensive loss		—			—		—		(318	)		—			(318	)		—			(318	)
Balance, September 30, 2016		165,855,226		$	1,659	$	1,434,644	$	(1,555	)	$	(482,510	)	$	952,238		$	12,540		$	964,778

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

NEW YORK REIT, INC.

FORM 10-Q SEPTEMBER 30, 2017

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited, in thousands)

	Nine Months Ended
	September 30, 2016
Cash flows from operating activities:
Net loss	$	(57,795	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		50,117
Amortization of deferred financing costs		6,627
Accretion of below- and amortization of above-market lease liabilities and assets, net		(4,908	)
Equity-based compensation		(10,467	)
Loss on derivative instruments		370
Income from unconsolidated joint venture		(2,556	)
Gain on sale of real estate investment, net		(6,630	)
Impairment loss on real estate		27,911
Bad debt expense		262
Changes in assets and liabilities:
Tenant and other receivables		(1,454	)
Unbilled rent receivables		(8,338	)
Prepaid expenses, other assets and deferred costs		(1,659	)
Accrued unbilled ground rent		2,058
Accounts payable and accrued expenses		2,663
Deferred revenue		790
Net cash used in operating activities		(3,009	)
Cash flows from investing activities:
Proceeds from sale of real estate investments and redemption of preferred equity investment		35,429
Capital expenditures		(15,979	)
Distributions from unconsolidated joint venture		27,509
Net cash provided by investing activities		46,959
Cash flows from financing activities:
Payments on mortgage notes payable		(19,069	)
Payment of financing costs		(1,647	)
Dividends paid		(56,927	)
Distributions to non-controlling interest holders		(1,824	)
Redemption of restricted shares		(170	)
Restricted cash		(3,076	)
Net cash used in financing activities		(82,713	)
Net decrease in cash and cash equivalents		(38,763	)
Cash and cash equivalents, beginning of period		98,604
Cash and cash equivalents, end of period	$	59,841
Supplemental disclosures:
Cash paid for interest	$	21,221
Non-cash investing and financing activities:
Dividends payable	$	17
Accrued capital expenditures	$	860
Conversion of OP units to common stock	$	30,798

The accompanying notes are an integral part of these unaudited consolidated financial statements.

8

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Note 1 — Organization

New York REIT, Inc. (the “Company”) was incorporated on October 6, 2009 as a Maryland corporation that qualified as a real estate investment trust for U.S. federal income tax purposes (“REIT”) beginning with its taxable year ended December 31, 2010. On April 15, 2014, the Company listed its common stock on the New York Stock Exchange (“NYSE”) under the symbol “NYRT.”

The Company purchased its first property and commenced active operations in June 2010. As of September 30, 2017, the Company owned 18 properties, aggregating 4.2 million rentable square feet, with an average occupancy of 94.8%. The Company’s portfolio primarily consists of office and retail properties, representing 89% and 8%, respectively, of rentable square feet as of September 30, 2017. The Company also owns a hotel and several parking garages. Properties other than office and retail spaces represent 3% of rentable square feet.

Substantially all of the Company’s business is conducted through its operating partnership, New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”). The Company’s only significant asset is the general partnership interests it owns in the OP and assets held by the Company for the use and benefit of the OP.

On August 22, 2016, the Company’s Board of Directors (the “Board”) approved a plan of liquidation to sell in an orderly manner all or substantially all of the assets of the Company and its OP and to liquidate and dissolve the Company and the OP (the “Liquidation Plan”), subject to stockholder approval. The Liquidation Plan was approved at a special meeting of stockholders on January 3, 2017.

The Company has no employees. Prior to March 8, 2017, the Company retained (i) New York Recovery Advisors, LLC (the “Former Advisor”) to manage its affairs on a day-to-day basis and (ii) New York Recovery Properties, LLC (the “ARG Property Manager”) to serve as the Company’s property manager, except for properties where services were performed by a third party. The Former Advisor and ARG Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”), (the “Sponsor”).

On March 8, 2017, the Company transferred all advisory duties from the Former Advisor to Winthrop REIT Advisors, LLC (the “Winthrop Advisor”) and property management services with respect to properties managed by ARG Property Manager were transferred to Winthrop Management, L.P. (the “Winthrop Property Manager”).

Note 2 — Liquidation Plan

The Liquidation Plan, as amended by the Board of Directors in accordance with the terms of the Liquidation Plan, provides for an orderly sale of the Company’s assets, payment of the Company’s liabilities and other obligations and the winding up of operations and final dissolution of the Company. The Company is not permitted to make any new investments except to exercise its option (the “WWP Option”) to purchase additional equity interests in its WWP Holdings, LLC venture (“Worldwide Plaza”), enter into the transaction relating to Worldwide Plaza pursuant to the Membership Interest Purchase Agreement with a purchaser, a joint venture between an affiliate of SL Green Realty Corp. and a private equity fund sponsored by RXR Realty LLC or to make protective acquisitions or advances with respect to its existing assets (see Note 6). The Company is permitted to satisfy any existing contractual obligations and fund required tenant improvements and capital expenditures at its real estate properties, including real estate properties owned by joint ventures in which the Company owns an interest.

The Liquidation Plan enables the Company to sell any and all of its assets without further approval of the stockholders and provides that liquidating distributions be made to the stockholders as determined by the Board. Pursuant to applicable REIT rules, the Company must complete the disposition of its assets by January 3, 2019, two years after the date the Liquidation Plan was approved by the stockholders, in order to deduct liquidating distributions as dividends. To the extent that all of the Company’s assets are not sold by such date, the Company intends to satisfy the requirement by transferring any remaining assets and liabilities to a liquidating entity.

9

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

The dissolution process and the amount and timing of distributions to stockholders involves risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will be ultimately distributed to stockholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets.

The Company expects to continue to qualify as a REIT throughout the liquidation until such time as any remaining assets, if any, are transferred into a liquidating entity. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT status, provided however, the Board may elect to terminate the Company’s status as a REIT if it determines that such termination would be in the best interest of the stockholders.

The Board may terminate the Liquidation Plan without stockholder approval only (i) if the Board approves the Company entering into an agreement involving the sale or other disposition of all or substantially all of the assets or common stock by merger, consolidation, share exchange, business combination, sale or other transaction involving the Company or (ii) if the Board determines, in exercise of its duties under Maryland law, after consultation with the Winthrop Advisor, if applicable, or other third party experts familiar with the market for Manhattan office properties, that an adverse change in the market for Manhattan office properties has occurred and reasonably would expect it to adversely affect continuing with the Liquidation Plan. Notwithstanding approval of the Liquidation Plan by the stockholders, the Board may amend the Liquidation Plan without further action by the stockholders to the extent permitted under the current law.

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

Pre Plan of Liquidation

The accompanying unaudited consolidated interim financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation.

These consolidated financial statements should be read in conjunction with the historical comparative audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2017.

Post Plan of Liquidation

Liquidation Basis of Accounting

As a result of the approval of the Liquidation Plan by the stockholders, the Company adopted the liquidation basis of accounting as of January 1, 2017 and for the periods subsequent to December 31, 2016 in accordance with GAAP. Accordingly, on January 1, 2017, the carrying value of the Company’s assets were adjusted to their liquidation value, which represents the estimated amount of cash that the Company will collect on disposal of assets as it carries out its liquidation activities under the Liquidation Plan. The current estimate of net assets in liquidation has been calculated based on undiscounted cash flow projections that all the properties will be sold by March 31, 2018 except for the remaining interest in Worldwide Plaza.

10

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

The Company projects that the remaining interest in Worldwide Plaza will be sold approximately during the fourth quarter of 2021. The actual timing of sales has not yet been determined and is subject to future events and uncertainties. These estimates are subject to change based on the actual timing of future asset sales. The liquidation value of the Company’s investment in real estate is based on expected sales proceeds presented on an undiscounted basis. Estimated costs to dispose of assets have been presented separately from the related assets. Liabilities are carried at their contractual amounts due as adjusted for the timing and other assumptions related to the liquidation process.

The Company accrues costs and revenues that it expects to incur and earn as it carries out its liquidation activities through the end of the projected liquidation period to the extent it has a reasonable basis for estimation. Estimated costs expected to be incurred through the end of the liquidation period include budgeted property expenses and corporate overhead, costs to dispose of the properties, mortgage interest expense, costs associated with satisfying known and contingent liabilities and other costs associated with the winding up and dissolution of the Company. Revenues are based on in-place leases plus management’s estimates of revenue upon re-lease based on current market assumptions. These amounts are classified as a liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets. Actual costs and revenues may differ from amounts reflected in the financial statements due to the inherent uncertainty in estimating future events. These differences may be material. See Note 4 for further discussion. Actual costs incurred but unpaid as of September 30, 2017 are included in accounts payable, accrued liabilities and other liabilities on the Consolidated Statement of Net Assets.

Investments in real estate at September 30, 2017 are based on estimated sales values and presented on an undiscounted basis and excludes any future market value increase in from the planned capital improvement investments in Worldwide Plaza during the period prior to the commencement of liquidation activities. The Company’s current estimate of the liquidation value of investments in real estate includes WorldWide Plaza at 1.725 billion which is based on a current market transaction associated with the Company’s sale of a 48.7% interest in the property on October 18, 2017 as discussed in Note (6). Pursuant to the Company’s joint venture agreement with SL Green Corp and RXR Realty LLC, the Company and its partners have committed to additionally invest approximately $165 million on a prorata basis to fund capital improvement budget as determined in the agreement.

As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income, a Consolidated Statement of Changes in Equity or a Consolidated Statement of Cash Flows. These statements are only presented for prior year periods.

Use of Estimates

Certain of the Company’s accounting estimates are particularly important for an understanding of the Company’s financial position and results of operations and require the application of significant judgment by management. As a result, these estimates are subject to a degree of uncertainty. The Company is required to estimate all costs and revenue it expects to incur and earn through the end of liquidation including the estimated amount of cash it expects to collect on the disposal of its assets and the estimated costs to dispose of its assets. All of the estimates and evaluations are susceptible to change and actual results could differ materially from the estimates and evaluations.

Revenue Recognition

Under liquidation accounting, the Company has accrued all revenue that it expects to earn through the end of liquidation to the extent it has a reasonable basis for estimation. Revenues are accrued based on contractual amounts due under the leases in place over the estimated hold period of each asset. These amounts are classified in liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets.

In accordance with liquidation accounting, as of January 1, 2017, tenant and other receivables were adjusted to their net realizable values. Management continually reviews tenant and other receivables to determine collectability. Any changes in the collectability of the receivables is reflected in the net realizable value of the receivable.

11

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. Contingent rental income is not contemplated under liquidation accounting unless there is a reasonable basis to estimate future receipts.

Investments in Real Estate

As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value upon sale, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash the Company expects to collect on the disposal of its assets as it carries out the liquidation activities of its Liquidation Plan. The liquidation value of the Company’s investments in real estate are presented on an undiscounted basis. Estimated revenue during the period following the commencement of liquidation through the expected sale date and costs to dispose of these assets are presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in the Company’s net assets in liquidation presented on an undiscounted basis.

The liquidation value of investments in real estate is based on a number of factors including discounted cash flow and direct capitalization analyses, detailed analysis of current market comparables and broker opinions of value, and binding purchase offers to the extent available. The liquidation value for our remaining investment in Worldwide Plaza, subsequent to October 18, 2017, is based on the value of the Company’s recent sale of a 48.7% interest in the property.

Amortization

Under liquidation accounting, intangible assets and liabilities are included in the liquidation value of investments in real estate and are no longer amortized.

Derivative Instruments

The Company uses derivative financial instruments to hedge the interest rate risk associated with a portion of its borrowings. The principal objective of such agreements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

As these instruments will not be converted into cash or other consideration, derivative financial instruments have been valued at $0 as of January 1, 2017 in accordance with liquidation accounting. These financial instruments are still in place and effective as of September 30, 2017.

Restricted Cash

Restricted cash primarily consists of maintenance, real estate tax, structural and debt service reserves.

Recent Accounting Pronouncement

There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting.

Note 4 — Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation. The Company currently estimates that it will have costs in excess of estimated receipts during the liquidation. These amounts can vary significantly due to, among other things, the timing and estimates for executing and renewing leases, estimates of tenant improvement costs, the timing of property sales, direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding up of operations. These costs are estimated and are anticipated to be paid out over the liquidation period.

12

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Upon transition to the liquidation basis of accounting on January 1, 2017, the Company accrued the following revenues and expenses expected to be earned or incurred during liquidation (in thousands):

	Amount
Rents and reimbursements	$	102,309
Hotel revenues		25,261
Property operating expenses		(27,006	)
Hotel operating expense		(21,467	)
Interest expense		(39,756	)
General and administrative expenses		(40,124	)
Capital expenditures		(8,274	)
Sales costs		(69,524	)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(78,581	)

The change in the liability for estimated costs in excess of estimated receipts during liquidation as of September 30, 2017 is as follows (in thousands):

				Net Change			Remeasurement
				in Working			of Assets and
	January 1, 2017			Capital (1)			Liabilities			Consolidation (2)			September 30, 2017
Assets:
Estimated net inflows from investments in real estate	$	58,303		$	(73,071	)	$	(77,736	)	$	(1,572	)	$	(94,076	)
Liabilities:
Sales costs		(69,524	)		4,708			3,972			(57,334	)		(118,178	)
Corporate expenditures		(67,360	)		48,413			(3,519	)		—			(22,466	)
		(136,884	)		53,121			453			(57,334	)		(140,644	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(78,581	)	$	(19,950	)	$	(77,283	)	$	(58,906	)	$	(234,720	)

(1) Represents changes in cash, restricted cash, accounts receivable, accounts payable and accrued expenses as a result of the Company’s operating activity for the period ended September 30, 2017.

(2) Represents adjustments necessary to reflect the consolidation of Worldwide Plaza following the Company’s acquisition of an additional 49.9% equity interest on June 1, 2017. (See Note 6).

13

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Note 5 — Net Assets in Liquidation

The following is a reconciliation of Total Equity under the going concern basis of accounting as of December 31, 2016 to net assets in liquidation presented on an undiscounted basis under the liquidation basis of accounting as of January 1, 2017 (in thousands):

Total Equity as of December 31, 2016	$	941,669
Increase due to estimated net realizable value of investments in real estate		382,985
Increase due to estimated net realizable value of investments in unconsolidated joint venture		319,548
Decrease due to write off of unbilled rent receivables		(52,620	)
Increase due to write off of market lease intangibles		65,187
Decrease due to write-off of assets and liabilities		(25,262	)
Liability for estimated costs in excess of estimated receipts during liquidation		(78,581	)
Adjustment to reflect the change to the liquidation basis of accounting		611,257
Estimated value of net assets in liquidation as of January 1, 2017	$	1,552,926

Net assets in liquidation, which are presented on an undiscounted basis, decreased by $215.4 million and $221.3 million during the three and nine months ended September 30, 2017. The current net assets in liquidation includes Worldwide Plaza valued at $1.725 billion. The decrease during the quarter ended September 30, 2017 is primarily the result of (i) a $75.5 million net decrease in liquidation values due to the realized sales of 245-249 West 17^th Street (“Twitter”), 218 West 18^th Street (“Red Bull”), 229 West 36^th Street and 256 West 38^th Street and a signed contract for sale for 1440 Broadway, (ii) a $63.7 million net decrease in estimated liquidation values of the remaining portfolio, (iii) a $75.5 million decrease in the Company’s investment in Worldwide Plaza which includes estimated debt defeasance costs of $108.3 million, net of mortgage debt premium of $22.0 million and changes in estimated cash flow during the holding period recognized in the financial statements of $10.8 million, and (iv) a net decrease of $0.7 million related to other cumulative adjustments related to changes in debt costs and adjustments to holding periods.

The decrease during the nine months ended September 30, 2017 is primarily the result of (i) a $78.0 million net decrease in liquidation values due to the realized sales of 50 Varick Street, 245-249 West 17^th Street (Twitter), 218 West 18^th Street (Red Bull), 229 West 36^th Street and 256 West 38^th Street and a signed contract for sale for 1440 Broadway, (ii) a $63.7 million net decrease in estimated liquidation values of the remaining portfolio, (iii) a $75.5 million decrease in the Company’s investment in Worldwide Plaza which includes estimated debt defeasance costs of $108.3 million net of mortgage debt premium amortization of $22.0 million and changes in estimated cash flow during the holding period of $10.8 million, and (v) a net decrease of $4.1 million related to other cumulative adjustments related to changes in debt costs and adjustments to holding periods.

14

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

A summary of the change in net asset value for the nine months ended September 30, 2017 is as follows:

Property sales and signed contracts for property sales	$	(77,958	)
Property value changes due to softening of market		(63,730	)
Worldwide Plaza		(75,534	)
Adjustments for closing costs, debt costs and holding periods		(4,084	)
Change in net asset value	$	(221,306	)

The net assets in liquidation at September 30, 2017, presented on an undiscounted basis, include Worldwide Plaza of $1.725 billion based a recent sale of a 48.7% interest in the property discussed in Note 6. There is inherent uncertainty with these projections, and they could change materially based on the timing of the sales, the performance of the underlying assets and any changes in the underlying assumptions of the projected cash flows.

15

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Note 6 — Real Estate Investments

2017 Activity

50 Varick — property sale – On August 7, 2017, the Company sold to an independent third party our 50 Varick Street office property in Manhattan, New York for a gross sales price of $135.0 million. The property was part of the collateral for the $760.0 million POL Loans (see Note 7). In connection with the sale, the Company paid down $78.1 million of debt as required under the POL Loans. After satisfaction of debt, pro-rations and closing costs the Company received net proceeds of approximately $49.1 million. The estimated liquidation value of the property was $137.5 million at January 1, 2017 and was adjusted to $135.0 million at June 30, 2017 based on the contract sale price.

245-249 West 17^th Street and 218 West 18^th Street – property sale – On September 25, 2017, the Company entered into a contract to sell to an independent third party the 245-249 West 17^th Street (Twitter) and 218 West 18^th Street (Red Bull) office properties in Manhattan, New York for a gross sales price of $514.1 million. The sale was completed on October 11, 2017. The properties were part of the collateral for the $760.0 million POL Loans. In connection with the sale, the Company paid down $347.9 million of debt as required under the POL Loans (see Note 7). After satisfaction of debt, pro-rations and closing costs the Company received net proceeds of approximately $146.2 million. The estimated liquidation values of the properties were $532.6 million at January 1, 2017 and June 30, 2017. The estimated liquidation value of these properties were adjusted down to $514.1 million as of September 30, 2017 to reflect the contracts for sale.

229 West 36^th Street and 256 West 38^th Street – contract for sale – Subsequent to September 30, 2017, the Company entered into a contract to sell to an independent third party the 229 West 36^th Street and 256 West 38^th Street office properties in Manhattan, New York for a gross sales price of $155.9 million. The sale was completed on November 6, 2017. The 229 West 36^th Street property is part of the collateral for the $760.0 million POL Loans. In connection with the sale, the Company paid down $66.1 million of debt as required under the POL Loans (see Note 7). The 256 West 38^th Street property is also encumbered by $24.5 million mortgage loan which was satisfied in full upon the sale of the property. After pay down of debt under the POL Loans, satisfaction of the mortgage debt, pro-rations and closing costs, the Company received net proceeds of approximately $58.8 million. The estimated liquidation value of the properties were $152.4 million at January 1, 2017 and June 30, 2017 and were adjusted to $155.9 million at September 30, 2017 based on the contract sale price.

1440 Broadway – contract for sale – Subsequent to September 30, 2017, the Company entered into a contract to sell to an independent third party the 1440 Broadway office property in Manhattan, New York for a gross sales price of $520.0 million. The 1440 Broadway property is encumbered by $305.0 million mortgage loan which will be satisfied in full upon the sale of the property. The estimated liquidation value of the property was $582.8 million at January 1, 2017 and June 30, 2017 and was adjusted to $520.0 million at September 30, 2017 based on the contract sale price. If consummated, the sale of the property is expected to close in the fourth quarter of 2017.

Worldwide Plaza Transactions

On October 30, 2013, the Company purchased a 48.9% equity interest in Worldwide Plaza for a contract purchase price of $220.1 million, based on the property value at that time for Worldwide Plaza of $1.3 billion less $875.0 million of debt on the property.

On June 1, 2017, the Company acquired an additional 49.9% equity interest on exercise of the WWP Option pursuant to the Company’s rights under the joint venture agreement of Worldwide Plaza for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property. The Company’s joint venture partner exercised its right to retain 1.2% of the aggregate membership interests in Worldwide Plaza. Following the exercise of the option, the Company now owns a total equity interest of 98.8% in Worldwide Plaza. As a result, the Company consolidates Worldwide Plaza as of June 1, 2017. In accordance with GAAP, the Company initially recorded the Worldwide Plaza debt at its fair value of $897.0 million on its consolidated statement of net assets.

16

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

On October 18, 2017, the Company sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR Realty LLC based on the underlying property value of $1.725 billion. In conjunction with the equity sale, there was a concurrent $1.2 billion refinancing of the existing Worldwide Plaza debt. The Company received cash at closing of approximately $446.5 million from the sale and excess proceeds from the financing, net of closing costs, including, $108.3 million of defeasance and prepayment costs. The new debt on Worldwide Plaza bears interest at a blended rate of approximately 3.98% per annum, requires monthly payments of interest only and matures in November 2027. The Company has set aside $90.7 million of the proceeds in a separate account to fund future capital improvements to Worldwide Plaza.

The following table presents future minimum base cash rental payments due to the Company, subsequent to September 30, 2017. These amounts exclude contingent rental payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.

	Future Minimum
(In thousands)	Base Cash Rental Payments
October 1, 2017 - December 31, 2017	$	56,002
2018		223,899
2019		219,700
2020		222,546
2021		217,461
Thereafter		1,234,961
Total	$	2,174,569

Based on the Company’s anticipated holding period for each property, the Company has accrued approximately $69.6 million, of the contractual base cash rental payments, excluding reimbursements.

The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent as of September 30, 2017 and 2016:

		September 30,
Property Portfolio	Tenant	2017			2016
Worldwide Plaza	Cravath, Swaine & Moore, LLP		25	%		16	%(1)
Worldwide Plaza	Nomura Holdings America, Inc.		16	%		11	%(1)

(1) Calculated based on the Company’s prorata share of base rent for 2016.

The termination, delinquency or non-renewal of any of the above tenants may have a material adverse effect on the Company’s operations.

17

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Intangible Assets and Liabilities

Under the liquidation basis of accounting, intangible assets and liabilities are considered in the liquidation value of investments in real estate and are no longer amortized. Acquired intangible assets and liabilities as of December 31, 2016 consisted of the following:

	December 31, 2016
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets:
In-place leases	$	108,253	$	36,645	$	71,608
Other intangibles		3,804		750		3,054
Above-market leases		20,291		5,036		15,255
Total acquired intangible assets	$	132,348	$	42,431	$	89,917
Intangible lease liabilities:
Below-market leases	$	75,484	$	26,864	$	48,620
Above-market ground lease liability		17,968		1,401		16,567
Total market lease intangibles	$	93,452	$	28,265	$	65,187

The following table discloses amounts recognized within the consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2016 (on a going concern basis) related to amortization of in-place leases and other intangibles, amortization and accretion of above- and below-market lease assets and liabilities, net and the amortization of above-market ground lease, for the period presented:

	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2016			September 30, 2016
Amortization of in-place leases and other intangibles (1)	$	2,608		$	8,415
Amortization and (accretion) of above- and below-market leases, net (2)	$	(1,455	)	$	(4,571	)
Amortization of above-market ground lease (3)	$	(112	)	$	(337	)

(1) Reflected within depreciation and amortization expense.

(2) Reflected within rental income.

(3) Reflected within hotel expenses.

Real Estate Sales — 2016

During the nine months ended September 30, 2016, the Company sold its properties located at 163-30 Cross Bay Boulevard in Queens, New York (“Duane Reade”), 1623 Kings Highway in Brooklyn, New York (“1623 Kings Highway”) and 2061-2063 86th Street in Brooklyn, New York (“Foot Locker”). The following table summarizes the properties sold during the nine months ended September 30, 2016.

Property	Borough		Disposition Date		Contract Sales Price		Gain on Sale (1) (2)
					(in thousands)		(in thousands)
Duane Reade		Queens		February 2, 2016	$	12,600	$	126
1623 Kings Highway		Brooklyn		February 17, 2016		17,000		4,293
Foot Locker		Brooklyn		March 30, 2016		8,400		2,211
					$	38,000	$	6,630

(1) Reflected within gain on sale of real estate investments, net in the consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2016.

(2) During the nine months ended September 30, 2016, the Company repaid three mortgage notes payable totaling $18.9 million with the proceeds from of the sales of Duane Reade, 1623 Kings Highway and Foot Locker.

18

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

The disposal of Duane Reade, 1623 Kings Highway and Foot Locker did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of operations of these properties were classified within continuing operations for the nine months ended September 30, 2016.

Note 7 — Mortgage Notes Payable

Mortgage notes payable are carried at their contractual amounts due under liquidation accounting. The Company had outstanding mortgage notes payable of $1.93 billion at September 30, 2017 and $1.13 billion at December 31, 2016. The mortgage notes payable are collateralized, directly or, in the case of the mezzanine note, indirectly, by the real estate held by the Company identified in the table below.

The Company’s mortgage notes payable as of September 30, 2017 and December 31, 2016 consist of the following (in thousands):

			Outstanding Loan Amount
	Encumbered							Effective
Portfolio	Properties		September 30, 2017		December 31, 2016			Interest Rate			Interest Rate			Maturity
Mortgage Loan (1)		11	$	448,641	$	500,000			3.2	%		Variable	(2)		Dec 2017
Mezzanine Loan (1)		11		233,293		260,000			6.5	%		Variable	(2)		Dec 2017
256 West 38th Street		1		24,500		24,500			3.1	%		Fixed	(5)		Dec 2017
1100 Kings Highway		1		20,200		20,200			3.4	%		Variable			Apr 2018
1440 Broadway (3)		1		305,000		305,000			4.3	%		Variable	(2)		Oct 2019
Design Center		1		19,133		19,380			6.3	%		Variable	(4)		Dec 2021
Worldwide Plaza (6) (8)		1		875,000		—			4.6	%		Fixed			Mar 2023
Mortgage notes payable, gross principal amount				1,925,767		1,129,080
Less: deferred financing costs, net						(21,554	)
Mortgage notes payable, net of deferred financing costs					$	1,107,526			4.4	%(7)

(1) Encumbered properties are 245-249 W 17th Street, 333 W 34th Street, 216-218 W 18th Street, 229 W 36th Street, 122 Greenwich Street, 350 W 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 W 56th Street and 120 W 57th Street (the “POL Loan Properties”). Payments on the Mortgage and Mezzanine loans have been made subsequent to September 30, 2017 as discussed further below.

(2) LIBOR portion is capped through an interest rate cap agreement.

(3) Total commitments of $325 million; additional $20 million available, subject to lender approval, to fund certain tenant allowances, capital expenditures and leasing costs.

(4) The variable interest rate reset in December 2016 and will remain fixed at this rate until December 2017.

(5) Fixed through an interest rate swap agreement. The loan was satisfied in full on November 6, 2017 in connection with the sale of the property discussed in Note 6.

(6) The property was consolidated as of June 1, 2017.

(7) Calculated on a weighted average basis for all mortgages outstanding as of September 30, 2017.

(8) The loan was satisfied in full on October 18, 2017 in connection with the refinancing discussed in Note 6. Terms of the loan are discussed in Note 6.

19

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

On August 1, 2017, the Company’s mortgage loan collateralized by the 1100 Kings Highway property was modified to extend the maturity date to April 1, 2018 and to allow for partial release of the collateral. The loan also requires a cash sweep starting January 1, 2018 unless the property is under contract for sale for an amount equal to or greater than 133% of the outstanding mortgage loan payable.

On December 20, 2016, the Company, through indirect wholly owned subsidiaries of the OP, entered into a mortgage loan (the “Mortgage Loan”) in the aggregate amount of $500.0 million and a mezzanine loan in the aggregate amount of $260.0 million (the “Mezzanine Loan” and, together with the Mortgage Loan, the “POL Loans”). The POL Loans are secured directly, in the case of the mortgage loan, and indirectly in the case of the mezzanine loan, by our properties located in New York, New York at 245-249 West 17th Street, 333 West 34th Street, 216-218 West 18th Street, 50 Varick Street (until the sale of the property in August 2017), 229 West 36th Street, 122 Greenwich Street, 350 West 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 West 56th Street and 120 West 57th Street (the “POL Loan Properties”).

At the closing of the POL Loans, a portion of the net proceeds after closing costs was used to repay the $485.0 million principal amount then outstanding under the Company’s credit facility. As of December 31, 2016, the $260.0 million proceeds from the Mezzanine Loan were held in an escrow account by the servicer of the POL Loans and were recorded as a receivable in the Company’s consolidated balance sheet. Subsequently, on January 9, 2017, the $260.0 million proceeds were deposited into an operating account for the purpose of purchasing the additional equity interests in Worldwide Plaza (see Note 6). Prior to the repayment in full of the credit facility, all of the POL Loan Properties were included as part of the borrowing base thereunder.

The Mortgage Loan requires monthly interest payments at an initial weighted average interest rate of LIBOR plus 2.38% and the Mezzanine Loan requires monthly interest payments at an initial weighted average interest rate of LIBOR plus 5.65%. The LIBOR portions of the interest rates due under the POL Loans are capped at 3.0% pursuant to interest rate cap agreements.

The POL Loans mature in December 2017. The POL Loans include one option to extend the maturity date for one year, if certain conditions are met including a debt yield test, and subject to a 0.25% increase in the applicable monthly interest rate payable.

The POL Loans are recourse to the Company and may be accelerated only in the event of a default. The POL Loans may be prepaid, in whole or in part, without payment of any prepayment premium or spread maintenance premium or any other fee or penalty.

In connection with a sale or disposition of an individual POL Loan Property to a third party, such POL Loan Property may be released from the collateral securing the Mortgage Loan, subject to certain conditions, by prepayment of a release price (the “Release Amount”) as defined in the Mortgage Loan agreements. In certain instances, 110% of the Release Amount will be required to be paid in order to release the property. Concurrently with the payment of the Release Amount, the borrower entity under the Mezzanine Loan is obligated to prepay a corresponding portion of the Mezzanine Loan, in accordance with the terms of the Mezzanine Loan, for which it will receive a release of a corresponding portion of the collateral under the Mezzanine Loan. Upon the sale of 50 Varick on August 7, 2017, the POL Loan was paid down $78.1 million and the property was released as security. Additionally, upon the sale of 245-249 West 17^th Street and 218 West 18^th Street on October 11, 2017, the POL Loan was paid down $347.9 million, and the properties were released as security. Upon the sale of 229 West 36^th Street on November 6, 2017, the POL Loan was paid down $66.1 million, and the property was released as security. The POL Loan balance was reduced to $267.9 million as a result of these sales.

Concurrently with the POL Loans, the Company entered into guaranty agreements with respect to the POL Loans that requires the Company to maintain, (i) on a consolidated basis, a minimum net worth of $300.0 million, which minimum net worth will be reduced pro rata with any prepayment of the POL Loans once the outstanding principal amount of the POL Loans is less than $300.0 million, but in no event will the minimum net worth be reduced below $150.0 million, and (ii) liquid assets having a market value of at least $25.0 million, which minimum market value of liquid assets may be reduced to $15.0 million in the event the outstanding amount under the POL Loans is equal to or less than $100.0 million.

20

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

On September 30, 2015, in connection with the mortgage notes payable secured by its property located at 1440 Broadway, the Company executed guarantees in favor of the lenders with respect to the costs of certain unfunded obligations of the Company related to tenant allowances, capital expenditures and leasing costs, which guarantees are capped at $5.3 million in the aggregate. The guarantees expire in October 2019, the maturity date of the 1440 Broadway mortgage. As of September 30, 2017, the Company has not been required to perform under the guarantees and has not recognized any assets or liabilities related to the guarantees.

Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2017, the Company was in compliance with the financial covenants under its mortgage note agreements.

Note 8 — Fair Value of Financial Instruments

Prior to the adoption of liquidation accounting, the Company determined fair value of its financial instruments based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the instrument. This alternative approach also reflected the contractual terms of the instruments, as applicable, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities, and unobservable inputs, such as expected volatility. The guidance defines three levels of inputs that may be used to measure fair value:

Level 1 -	Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 -	Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 -	Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability fell in the hierarchy required significant judgment and considered factors specific to the asset or liability. In instances where the determination of the fair value measurement was based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement fell was based on the lowest level input that was significant to the fair value measurement in its entirety.

The Company determined that the majority of the inputs used to value its derivatives, such as interest rate swaps and caps, fell within Level 2 of the fair value hierarchy, whereas the credit valuation adjustments associated with those derivatives utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2016, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy. See Note 9 — Interest Rate Derivatives and Hedging Activities.

21

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

The valuation of derivatives was determined using a discounted cash flow analysis on the expected cash flows. This analysis reflected the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments were incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

The following table presents information about the Company’s derivatives that were presented net, measured at fair value on a recurring basis as of December 31, 2016, aggregated by the level in the fair value hierarchy within which those instruments fell:

					Significant
	Quoted Prices in		Significant Other		Unobservable
	Active Markets		Observable Inputs		Inputs
(In thousands)	Level 1		Level 2		Level 3		Total
December 31, 2016
Derivatives, net	$	—	$	91	$	—	$	91

There were no transfers between levels of the fair value hierarchy during the year ended December 31, 2016.

Financial instruments not carried at fair value

Under going concern accounting, the Company was required to disclose the fair value of financial instruments for which it was practicable to estimate the value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and dividends payable approximates their carrying value on the consolidated balance sheet due to their short-term nature. The carrying amount and fair value of the Company’s financial instruments that were not reported at fair value on the consolidated balance sheet are reported below.

			December 31, 2016
(In thousands)	Level		Carrying Amount		Fair Value
Mortgage notes payable		3	$	1,129,080	$	1,138,576

The fair value of mortgage notes payable was estimated using a discounted cash flow analysis based on similar types of arrangements.

Note 9 — Interest Rate Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company uses derivative financial instruments, including interest rate swaps and caps, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not utilize derivatives for speculative purposes or purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements will not perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties that the Company believes to have high credit ratings and with major financial institutions with which the Company and the Advisor and its affiliates may also have other financial relationships.

22

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Under going concern accounting, the Company’s derivative financial instruments were classified as separate assets and liabilities on the balance sheet. As these instruments will not be converted to cash or other consideration, derivative financial instruments have been valued at $0 as of January 1, 2017 in accordance with liquidation accounting. The financial instruments are still in place and effective as of September 30, 2017. The Company has accrued the estimated monthly settlement amounts for its swap agreements. The amount is included in the liability for estimated costs in excess of estimated receipts during liquidation.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract.

The effective portion of changes in the fair value of derivatives designated and that qualified as cash flow hedges was recorded in accumulated other comprehensive loss and was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. The Company uses such derivatives to hedge the variable cash flows associated with variable-rate debt.

During the nine months ended September 30, 2016, the Company terminated one of its interest rate swaps as the related hedged debts were repaid, which made it probable that the forecasted transactions would not occur and, as a result, accelerated the reclassification of immaterial amounts in accumulated other comprehensive loss to earnings. The accelerated amounts resulted in a loss of approximately $24,000 for the nine months ended September 30, 2016.

Amounts reported in accumulated other comprehensive loss related to derivatives were reclassified to interest expense as interest payments were made on the Company’s variable-rate debt.

As of December 31, 2016, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk.

	December 31, 2016
	Number of		Notional Amount
Interest Rate Derivative	Instruments		(In thousands)
Interest rate swaps		2	$	44,700

Derivatives Not Designated as Hedges

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements under GAAP. Changes in the fair value of derivatives not designated in hedging relationships were recorded directly in earnings, which resulted in an expense of $12,000 and $0.4 million during the three and nine months ended September 30, 2016, respectively, and included in loss on derivative instruments on the consolidated statement of operations and comprehensive loss.

23

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

As of December 31, 2016, the Company had the following outstanding interest rate derivatives that were not designated as hedges in qualified hedging relationships.

	December 31, 2016
	Number of		Notional Amount
Interest Rate Derivative	Instruments		(In thousands)
Interest rate caps		4	$	1,065,000

Balance Sheet Classification

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of December 31, 2016:

(In thousands)	Balance Sheet Location	December 31, 2016
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative liablities, at fair value	$	(74	)
Derivatives not designated as hedging instruments:
Interest rate caps	Derivative assets, at fair value	$	165

Derivatives in Cash Flow Hedging Relationships

The table below details the location in the financial statements of the income or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2016, respectively:

	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2016			September 30, 2016
Amount of income (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion)	$	350		$	(1,308	)
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion)	$	(310	)	$	(990	)
Amount of loss recognized in loss on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)	$	—		$	(1	)

24

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Offsetting Derivatives

The Company does not offset its derivatives on the accompanying consolidated balance sheet. The table below presents a gross presentation, the potential effects of offsetting, and a potential net presentation of the Company’s derivatives as of December 31, 2016. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheet.

Potential Net Amounts

Gross Amounts Not Offset

Gross Amounts

Gross Amounts

of Assets (Liabilities)

on the Balance Sheet

of Recognized

of Recognized

Presented on the

Financial

Cash Collateral

Net

Derivatives (In thousands)

Assets

Liabilities

Balance Sheet

Instruments

Posted

Amount

December 31, 2016

$

165

$

(74

)

$

91

$

—

$

—

$

91

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of December 31, 2016, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $0.1 million.

As of December 31, 2016, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $0.1 million at    December 31, 2016.

Note 10 — Common Stock

As of September 30, 2017 and December 31, 2016, the Company had 167.9 million and 167.1 million shares of common stock outstanding, respectively, including shares of unvested restricted common stock (“restricted shares”), but not including OP units or Long-term Incentive Plan units (“LTIP units”) which may in the future be converted into shares of common stock. On January 3, 2017, the Company issued 841,660 shares of its common stock upon redemption of 841,660 OP units held by certain individuals who are members of the Former Advisor or its affiliates. As of September 30, 2017, there were no OP units outstanding, other than OP units held by the Company, and no vested LTIP units outstanding. See Note 16 — Non-Controlling Interests.

From April 2014 through October 2016, the Board authorized, and the Company declared and paid, a monthly dividend at an annualized rate equal to $0.46 per share per annum. Dividends were paid to stockholders of record on the close of business on the 8th day of each month, payable on the 15th day of such month. In October 2016, the Company announced that, in light of the Liquidation Plan, which was then subject to stockholder approval, the Board determined that the Company would not pay a regular dividend for the month of November 2016 and did not expect to pay a regular monthly dividend for the month of December 2016 or thereafter. Because the Liquidation Plan was approved by the Company’s stockholders, the Company will not resume paying monthly dividends. In lieu of regular monthly dividends, the Company expects to make periodic liquidating distributions out of net proceeds of asset sales, subject to satisfying its liabilities, obligations and debt covenants. There can be no assurance as to the actual amount or timing of liquidating distributions stockholders will receive.

25

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Note 11 — Commitments and Contingencies

Future Minimum Lease Payments

The Company entered into operating and capital lease agreements primarily related to certain properties under leasehold interest arrangements. The following table reflects the minimum contractual base cash payments, excluding reimbursements, due from the Company over the next five years and thereafter under these arrangements, including the present value of the net minimum payments due under capital leases. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items.

	Future Minimum
	Base Rent Payments
(In thousands)	Ground Leases
October 1, 2017 - December 31, 2017	$	1,248
2018		5,175
2019		5,432
2020		5,432
2021		5,633
Thereafter		244,051
Total minimum lease payments	$	266,971

Total rental expense related to operating leases was $1.9 million and $5.8 million, respectively, for the three and nine months ended September 30, 2016. During the three and nine months ended September 30, 2016, interest expense related to capital leases was approximately $16,000 and $48,000, respectively. The following table discloses assets recorded under capital leases and the accumulated amortization thereon as of December 31, 2016:

(In thousands)	December 31, 2016
Buildings, fixtures and improvements	$	11,785
Less accumulated depreciation and amortization		(2,273	)
Total real estate investments, net	$	9,512

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no legal or regulatory proceedings pending or known to be contemplated against the Company from which the Company expects to incur a material loss.

Harris Derivative Suit

In October 2016, Berney Harris (the “Plaintiff”) filed a derivative complaint (the “Harris Complaint”) on behalf of the Company against certain current and former members of the Company’s board of directors (the “director defendants”), the Former Advisor, and certain affiliates of the Former Advisor (together with the Former Advisor, the “Former Advisor defendants”). The Complaint was filed in the Supreme Court of the State of New York, New York County on October 13, 2016. The Harris Complaint alleges, among other things, that the director defendants breached their fiduciary duties by putting the interests of the Former Advisor defendants before those of the public stockholders, which breach was aided and abetted by the Former Advisor defendants. The Harris

26

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Complaint also asserts claims of corporate waste against the director defendants and unjust enrichment against certain of the Former Advisor defendants. On December 16, 2016, the defendants filed motions to dismiss on the basis of a provision in the Company’s bylaws providing that the state or federal courts of Maryland are the sole and exclusive forum for derivative claims such as those raised in the Harris Complaint. On April 6, 2017. an Evaluation Committee of the Board of Directors (the “EC”) consisting of three independent, disinterested directors was appointed by the Board of Directors to evaluate what actions should be taken by the Company in connection with the Harris Complaint and a demand letter sent by a different shareholder to the Company dated March 27, 2017. The EC filed a memorandum of law on August 4, 2017 in support of the motion to dismiss based on the forum selection clause in the Company’s bylaws. On August 10, 2017, the Court issued an Order granting the Company’s and the director defendants’ motion to dismiss and also granted the motion to dismiss of one of the Former Advisor defendants. At the same time, the Court requested additional briefing as to the other Former Advisor defendants’ motion to dismiss, which the Court neither granted nor denied at the time and which is still pending before the Court. On September 15, 2017, the EC filed a motion seeking to stay Plaintiff’s suit pending the conclusion of its evaluation process and the Former Advisor defendants who had not been dismissed filed a memorandum of law in further support of their motion to dismiss. On October 3, 2017, Plaintiff filed a motion seeking to modify the Court’s August 10, 2017 Order to the extent that it dismissed the Company as a nominal defendant. On October 18, 2017, Plaintiff filed a notice of appeal of the Court’s Order dismissing the Company, the director defendants, and one Former Advisor defendant. At this time it is unclear how the Court will rule on whether or where the Harris Complaint will proceed and the EC has not yet completed its investigation, the result of which may bear on the merits of any potential claims the Company might have.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the consolidated results of operations.

Note 12 — Related Party Transactions and Arrangements

The Former Advisor, individual members of the Former Advisor, and employees or former employees of the Former Advisor held interests in the OP. See Note 16 — Non-Controlling Interests.

Viceroy Hotel

The following table details revenues from related parties at the Viceroy Hotel. The Company did not have any receivables from related parties as of September 30, 2017 or December 31, 2016.

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2017		2016		2017		2016
Hotel revenues	$	—	$	7	$	5	$	36

Winthrop Advisor and its Affiliates

On December 19, 2016 the Company entered into an agreement (the “Services Agreement”) with Winthrop Advisor, pursuant to which Winthrop Advisor served as the Company’s exclusive advisor with respect to all matters primarily related to any plan of liquidation and dissolution of the Company and as a consultant to the Board on certain other matters during the period from January 3, 2017 through March 7, 2017 and is serving as exclusive advisor to the Company from and after March 8, 2017.

27

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

On each of January 3, 2017 and February 1, 2017, the Company paid Winthrop Advisor a fee of $500,000 in cash as compensation for advisory services and consulting services rendered prior to March 1, 2017.

Beginning on March 1, 2017, the Company pays Winthrop Advisor an asset management fee equal to 0.325% per annum of the cost of assets (as defined in the Services Agreement) up to $3.0 billion and 0.25% per annum of the cost of assets in excess of $3.0 billion. In connection with the adoption of liquidation accounting, the Company accrues costs it expects to incur through the end of liquidation. The Company has accrued asset management fees of $3.6 million payable to the Winthrop Advisor, of which $2.2 million relates to the existing contract amount and the remainder is management’s estimate of future asset management cost to final liquidation, provided that there is no assurance that the contract will in fact be extended on those terms, if it all. This amount is included in liabilities for estimated costs in excess of estimated receipts during liquidation. Actual fees incurred may differ significantly from these estimates due to inherent uncertainty in estimating future events.

In connection with the payment of (i) any distributions of money or other property by the Company to its stockholders during the term of the Services Agreement and (ii) any other amounts paid to the Company’s stockholders on account of their shares of common stock in connection with a merger or other change in control transaction pursuant to an agreement with the Company entered into after March 8, 2017 (such distributions and payments, the “Hurdle Payments”), in excess of $11.00 per share (the “Hurdle Amount”), when taken together with all other Hurdle Payments, the Company will pay an incentive fee to the Winthrop Advisor in an amount equal to 10.0% of such excess (the “Incentive Fee”). The Hurdle Amount will be increased on an annualized basis by an amount equal to the product of (a) the Treasury Rate plus 200 basis points and (b) the Hurdle Amount minus all previous Hurdle Payments. Based on the current estimated undiscounted net assets in liquidation, the Winthrop Advisor would not be entitled to receive any such incentive fee.

Effective March 2017, Winthrop Property Manager began providing property management services to those properties for which the ARG Property Manager had been providing property management services. The Company pays to Winthrop Property Manager 1.75% of gross revenues, inclusive of all third party property management fees, for property management services provided to the Company by the Winthrop Property Manager or any of its affiliates.

The following table details amounts incurred by the Company to the Winthrop Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Winthrop Advisor as of the dates specified:

	Three Months Ended September 30,				Nine Months Ended September 30,				Payable (Receivable) as of
	2017		2016		2017		2016		September 30,		December 31,
(In thousands)	Incurred		Incurred		Incurred		Incurred		2017		2016
Asset management fees	$	2,511	$	—	$	6,181	$	—	$	—	$	—
Property management fees		166		—		430		—		49		—
Total related party operational fees and reimbursements	$	2,677	$	—	$	6,611	$	—	$	49	$	—

Former Advisor and its Affiliates

Prior to March 8, 2017, the Company paid to the Former Advisor an asset management fee equal to 0.50% per annum of the cost of assets up to $3.0 billion and 0.40% per annum of the cost of assets above $3.0 billion.

28

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Prior to March 8, 2017, unless the Company contracted with a third party, the Company paid the ARG Property Manager a property management fee equal to: (i) for non-hotel properties, 4.0% of gross revenues from properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market based fee equal to a percentage of gross revenues. The Company also reimbursed the ARG Property Manager for property-level expenses. The ARG Property Manager was permitted to subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracted for these services. If the Company contracted directly with third parties for such services, the Company paid them customary market fees and paid the ARG Property Manager an oversight fee equal to 1.0% of the gross revenues of the applicable property.

The Company reimbursed the Former Advisor for costs and expenses paid or incurred prior to March 8, 2017 by the Former Advisor and its affiliates in connection with providing services to the Company (including reasonable salaries and wages, benefits and overhead of all employees directly involved with the performance of such services), although the Company did not reimburse the Former Advisor for personnel costs in connection with services for which the Former Advisor received a separate fee.

The Company was also party to a transfer agency agreement with American National Stock Transfer, LLC, a subsidiary of the parent company of the Former Dealer Manager (“ANST”), pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc., a third-party transfer agent (“DST”). The Sponsor received written notice from ANST on February 10, 2016 that it would wind down operations by the end of February and would withdraw as the transfer agent effective February 29, 2016. DST continued to provide the Company with transfer agency services and, on March 10, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). For the nine months ended September 30, 2016, fees for these services are included in general and administrative expenses on the consolidated statement of operations and comprehensive income (loss) during the period in which the service was provided.

The following table details amounts incurred and paid by the Company to, and amounts waived by, the Former Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Former Advisor as of the dates specified:

	Three Months Ended September 30,								Nine Months Ended September 30,								Payable (Receivable) as of
	2017				2016				2017				2016				September 30,		December 31,
(In thousands)	Incurred		Waived		Incurred		Waived		Incurred		Waived		Incurred		Waived		2017		2016
To the Former Advisor and affiliates:
Asset management fees	$	—	$	—	$	3,054	$	—	$	2,339	$	—	$	9,178	$	—	$	—	$	51
Transfer agent and other professional fees		—		—		756		—		414		—		2,107		—		—		299
Property management fees		—		—		446		—		560		—		1,440		994		—		105
Total related party operational fees and reimbursements	$	—	$	—	$	4,256	$	—	$	3,313	$	—	$	12,725	$	994	$	—	$	455

The Former Advisor agreed to waive certain fees, including property management fees, during the three and nine months ended September 30, 2016. The fees that were waived were not deferrals and accordingly, were not and will not be paid to the Former Advisor.

In connection with the sale of one or more properties, for which the Former Advisor provided a substantial amount of services as determined by the Company’s independent directors, the Company was required to pay the Former Advisor a property disposition fee not to exceed the lesser of 2.0% of the contract sale price of the property

29

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

or 50% of the competitive real estate commission paid if a third party broker was also involved; provided, however that in no event could the property disposition fee paid to the Former Advisor when added to real estate commissions paid to unaffiliated third parties exceed the lesser of 6.0% of the contract sale price and a competitive real estate commission. For purposes of the foregoing, “competitive real estate commission” meant a real estate brokerage commission for the purchase or sale of a property which was reasonable, customary and competitive in light of the size, type and location of the property. The Company incurred and paid $0.2 million in property disposition fees to the Former Advisor during the nine months ended September 30, 2016 related to the sale of certain properties. No such fees were incurred or paid during the three months ended September 30, 2016.

Note 13 — Economic Dependency

Under various agreements, the Company has engaged or will engage Winthrop Advisor, its affiliates and entities under common control with Winthrop Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services, transaction management and investor relations.

As a result of these relationships, the Company is dependent upon Winthrop Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

Note 14 — Share-Based Compensation

Stock Option Plan

The Company has a stock option plan (the “Plan”) which authorizes the grant of nonqualified stock options to the Company’s independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan is equal to the fair market value of a share on the date of grant. Upon a change in control, unvested options will become fully vested and any performance conditions imposed with respect to the options will be deemed to be fully achieved. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of September 30, 2017 and December 31, 2016, no stock options were issued under the Plan.

Restricted Share Plan

The Company’s employee and director incentive restricted share plan (“RSP”) provides the Company with the ability to grant awards of restricted shares to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Former Advisor or the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Former Advisor or of entities that provide services to the Company, certain consultants to the Company and the Former Advisor and its affiliates or to entities that provide services to the Company.

Under the RSP, the annual amount granted to the independent directors is determined by the board of directors. The maximum number of shares of stock granted under the RSP cannot exceed 10% of the Company’s outstanding shares of common stock, par value $0.01 per share, on a fully diluted basis at any time. Restricted shares issued to independent directors generally vest over a three-year period in increments of 33.3% per annum. Generally, such awards provide for accelerated vesting of (i) all unvested restricted shares upon a change in control or a termination without cause and (ii) the portion of the unvested restricted shares scheduled to vest in the year of voluntary termination or the failure to be reelected to the board. The restricted stock award agreements provide that the shares will vest on the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions within a period of twelve months), which could occur as a result of the Liquidation Plan.

30

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares receive cash dividends and other distributions (including any liquidating distributions made pursuant to the Liquidation Plan) prior to the time that the restrictions on the restricted shares have lapsed. Any dividends payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.

The following table displays restricted share award activity during the nine months ended September 30, 2017:

	Number of Restricted			Weighted-Average Issue
	Shares			Price per Share
Unvested, December 31, 2016		268,780		$	10.50
Vested		(172,314	)	$	10.46
Forfeited		(22,979	)	$	10.30
Unvested, September 30, 2017		73,487		$	10.30

Under going concern accounting, the Company measured stock-based compensation expense at each reporting date for any changes in the fair value and recognized the expense prorated for the portion of the requisite service period completed. Accordingly, the Company recognized $0.1 million and $0.5 million in non-cash compensation expense for the three and nine months ended September 30, 2016, respectively. Under liquidation accounting, compensation expense is no longer recorded as the vesting of the restricted shares does not result in cash outflow for the Company.

2014 Multi-Year Outperformance Agreement

On April 15, 2014 (the “Effective Date”), the Company entered into a multi-year outperformance agreement (the “OPP”) with New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and the Former Advisor. Under the OPP, the Former Advisor was issued 8,880,579 LTIP Units in the Operating Partnership with a maximum award value on the issuance date equal to 5.0% of the Company’s market capitalization (the “OPP Cap”). The LTIP Units are structured as profits interests in the Operating Partnership.

Prior to the OPP Side Letter dated December 19, 2016 (“OPP Side Letter”), subject to the Former Advisor’s continued service through each vesting date, one third of any earned LTIP Units would vest on each of the third, fourth and fifth anniversaries of the Effective Date.

On April 15, 2015 and 2016, in connection with the end of the One-Year Period and Two-Year Period, 367,059 and 805,679 LTIP Units, respectively, were earned by the Former Advisor under the terms of the OPP. Pursuant to the OPP Side Letter, these LTIP Units immediately vested upon approval by the Compensation Committee and converted on a one-for-one basis into unrestricted shares of the Company’s common stock.

Based on calculations for the Three-Year Period, the Former Advisor earned 43,685 LTIP Units under the terms of the OPP on April 15, 2017. Pursuant to the terms of the OPP Side Letter, these LTIP units were immediately vested on April 15, 2017, were converted on a one-for-one basis into unrestricted shares of the Company’s common stock on May 9, 2017, and issued to the Former Advisor on May 9, 2017. Following the issuance of the shares of common stock on May 9, 2017, the remaining 7,664,156 LTIP Units issued to the Former Advisor were forfeited.

31

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Under the OPP, the Former Advisor’s eligibility to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date was based on the Company’s achievement of certain levels of total return to the Company’s stockholders (“Total Return”), including both share price appreciation and common stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “Three-Year Period”); each 12-month period during the Three-Year Period (the “One-Year Period”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”), as follows:

	Performance Period	Annual Period	Interim Period
Absolute Component: 4% of any excess Total Return if total stockholder return attained above an absolute hurdle measured from the beginning of such period:	21%	7%	14%
Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period:
• 100% will be earned if total stockholder return achieved is at least:	18%	6%	12%
• 50% will be earned if total stockholder return achieved is:	0%	0%	0%
• 0% will be earned if total stockholder return achieved is less than:	0%	0%	0%
• a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between:	0% - 18%	0% - 6%	0% - 12%

* The “Peer Group” was comprised of the companies in the SNL US REIT Office Index as of the Effective Date.

The potential outperformance award was calculated at the end of each One-Year Period, the Two-Year Period and the Three-Year Period. The award earned for the Three-Year Period was based on the formula in the table above less any awards earned for the Two-Year Period and One-Year Periods, but not less than zero; the award earned for the Two-Year Period was based on the formula in the table above less any award earned for the first and second One-Year Period, but not less than zero. Any LTIP Units that were unearned at the end of any performance period have been forfeited.

After an LTIP Unit was earned, the holder of such LTIP Unit was entitled to a catch-up distribution and thereafter the same distributions as paid to the holder of an OP Unit.

32

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

The following table presents information about the Company’s OPP, which was measured at fair value on a recurring basis as of December 31, 2016, aggregated by the fair value hierarchy within which the instrument falls:

					Significant
	Quoted Prices in		Significant Other		Unobservable
	Active Markets		Observable Inputs		Inputs
(In thousands)	Level 1		Level 2		Level 3		Total
December 31, 2016
OPP		—		—	$	5,457	$	5,457

33

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

Level 3 valuations

The following table provides quantitative information about significant Level 3 input used:

			Principal Valuation		Unobservable
Financial Instrument	Fair Value		Technique		Inputs		Input Value
December 31, 2016				Monte Carlo
OPP	$	5,457		Simulation		Expected volatility		28.0	%

Expected volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Generally, the higher the expected volatility of the underlying instrument, the wider the range of potential future returns. An increase in expected volatility, in isolation, would generally result in an increase in the fair value measurement of an instrument. For the relationship described above, the inverse relationship would also generally apply.

Prior to the adoption of the liquidation basis of accounting, share based compensation related to the OPP was recorded as part of general and administrative expenses and non-controlling interest, a component of equity. Under liquidation basis accounting, since no cash outflow is associated with the OPP, the value of the converted OP units is incorporated in the estimated liquidating distributions per share.

Note 15 — Earnings Per Share

Prior to the adoption of liquidation basis accounting, the Company determined basic earnings per share on the weighted average number of common shares outstanding during the period. The Company computed diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average effect for all outstanding potentially dilutive instruments.

The following is a summary of the basic and diluted net loss per share computations for the periods presented:

	Three Months Ended			Nine Months Ended
(In thousands, except share and per share data)	September 30, 2016			September 30, 2016
Basic and diluted net loss attributable to stockholders	$	(45,267	)	$	(56,320	)
Weighted average shares outstanding, basic and diluted		165,384,074			164,700,025
Net loss per share attributable to stockholders, basic and diluted	$	(0.27	)	$	(0.34	)

Diluted net income per share assumes the conversion of all common share equivalents into an equivalent number of common shares, unless the effect is anti-dilutive. The Company considers unvested restricted shares, OP units and LTIP units to be common share equivalents.

Note 16 — Non-Controlling Interests

Under going concern accounting, consolidated joint ventures are recorded on a gross basis with an allocation of equity to non-controlling interest holders.

34

NEW YORK REIT, INC.

Notes to Consolidated Financial Statements

September 30, 2017

(unaudited)

The Company is the sole general partner of the OP, and the Company and a subsidiary of the Company hold all of the OP units as of September 30, 2017. As of December 31, 2016, the Former Advisor or members, employees or former employees of the Former Advisor held 841,660 OP units and 7,707,841 unvested LTIP units. On January 3, 2017, the Company issued 841,660 shares of its common stock upon redemption of 841,660 OP units following which no OP units remained outstanding other than OP units held by the Company corresponding to shares of the Company common stock. There were $0 and $1.8 million of distributions paid to OP unit and LTIP unit holders during the nine months ended September 30, 2017 and 2016, respectively.

A holder of OP units has the right to distributions on the same basis as a holder of shares of the Company’s common stock, and has the right to redeem OP units for the cash value of a corresponding number of shares of the Company’s common stock or a corresponding number of shares of the Company’s common stock, at the election of the OP, in accordance with the limited partnership agreement of the OP. The remaining rights of the holders of OP units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.

Under liquidation accounting, consolidated joint ventures will be presented on a gross basis with a payable to the non-controlling interest holder which is reflected on the Consolidated Statement of Net Assets as liability for non-controlling interests.

Note 17 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements, except as disclosed in Note 6.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of New York REIT, Inc. and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to New York REIT, Inc., a Maryland corporation, and, as required by context, to New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”), and to their subsidiaries. As of March 8, 2017, we are externally managed by Winthrop REIT Advisors, LLC (the “Winthrop Advisor”). Prior to March 8, 2017, we were externally managed by New York Recovery Advisors, LLC (the “Former Advisor”), a Delaware limited liability company. Capitalized terms used herein but not otherwise defined have the meaning ascribed to those terms in “Part I - Financial Information” included in the notes to consolidated financial statements and contained herein.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “would,” “may” or similar expressions in this Quarterly Report on Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those set forth in our Annual Report on Form 10-K for the year ended December 31, 2016 under “Forward Looking Statements” and “Item 1A – Risk Factors,” as well as our other filings with the Securities and Exchange Commission. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on forward-looking statements, which are based on information, judgments and estimates at the time they are made, to anticipate future results or trends.

Management’s Discussion and Analysis of Financial Condition and Results of Operations include a discussion of our unaudited consolidated interim financial statements and footnotes thereto. These unaudited interim financial statements are prepared in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Overview

On August 22, 2016 our Board of Directors (the “Board”) approved a plan of liquidation to sell in an orderly manner all or substantially all of our assets and the assets of the OP (the “Liquidation Plan”), subject to stockholder approval. The Liquidation Plan was approved at a special meeting of stockholders on January 3, 2017.

The Liquidation Plan provides for an orderly sale of our assets, payment of our liabilities and other obligations and the winding up of operations and the dissolution of the Company. We are not permitted to make any new investments except to exercise our option (the “WWP Option”) to purchase additional equity interests in our WWP Holdings, LLC (“Worldwide Plaza”) venture or to make protective acquisitions on advances with respect to our existing assets. We are permitted to satisfy any existing contractual obligations and pay for required tenant improvements and capital expenditures at our real estate properties, including real estate properties owned by joint ventures in which we own an interest.

The Liquidation Plan enables us to sell any and all of our assets without further approval of the stockholders and provides that liquidating distributions be made to the stockholders as determined by the Board. Pursuant to applicable REIT rules, we must complete the disposition of our assets by January 3, 2019, two years

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after the date the Liquidation Plan was approved by the stockholders, in order to deduct liquidating distributions as dividends. In order to comply with applicable tax laws, any of our assets not sold by January 3, 2019 will be distributed into a liquidating entity. If we transfer our assets to a liquidating entity, holders of our common shares will receive beneficial interests in the liquidating entity equivalent to those held in the Company. Holders of our common shares should note that unlike our common shares, which are freely transferable, beneficial interests in the liquidating entity will generally not be transferable except by will, intestate succession or operation of law. Therefore, the recipients of the interests in the liquidating entity will not have the ability to realize any value from these interests except from distributions made by the liquidating entity, the timing of which will be solely in the discretion of the liquidating entity’s trustees. As compared to the Company which is required to comply with all of the filing requirements of the Securities and Exchange Commission for publicly traded entities, based on current guidance provided by the staff of the Securities and Exchange Commission applicable to liquidating trusts, the liquidating entity may not be required to file only annual reports containing unaudited financial statements on Form 10-K and current reports on Form 8-K with the Securities and Exchange Commission.

The dissolution process and the amount and timing of distributions to stockholders involves risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will be ultimately distributed to stockholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets.

We expect to continue to qualify as a REIT throughout the liquidation until such time as any remaining assets, if any, are transferred into a liquidating entity. The Board is required to use commercially reasonable efforts to continue to cause us to maintain the Company’s REIT status, provided however, the Board may elect to terminate our status as a REIT if they determine that such termination would be in the best interest of the stockholders.

Although we expect that our common stock will continue to be traded on the New York Stock Exchange until our assets are either disposed of or transferred to a liquidating entity, under New York Stock Exchange rules, it is possible that following the implementation of the Liquidation Plan and prior to the disposition of all of the assets that the common shares could be delisted.

Liquidation Plan

On June 1, 2017 we closed on our acquisition of the additional interest in Worldwide Plaza, which is further discussed below. We have begun marketing for sale, all of the remaining properties other than the remaining interest in Worldwide Plaza. Our current estimates of net assets in liquidation presented on an undiscounted basis are based on an expectation that all of our properties will be sold by March 31, 2018 except for the remaining interest in Worldwide Plaza. We project that the remaining interest in Worldwide Plaza will be sold by the 4th quarter of 2021. These estimates are subject to change based on the actual timing of future asset sales.

The net assets in liquidation at September 30, 2017 are presented on an undiscounted basis and does not include management’s estimated future increase in value from the planned investment in the repositioning of Worldwide Plaza. Our current estimate of the liquidation value of investments in real estate includes Worldwide Plaza at 1.725 billion which was based on a current market transaction associated with our sale of a 48.7% interest in the property on October 18, 2017 discussed in Note 6. Our venture partners have jointly developed and recommended a capital budget, which we have agreed to. The capital plan includes targeted capital improvements aimed at maintaining the institutional quality of the building and an appropriate allocation to allow for critical tenant lease renewals and rolls. In addition, capital will be available for new management to focus on repositioning the property as a more modern asset, with a corresponding program to rebrand and likely rename the building as well as energizing and maximizing the potential of the retail and concourse space. We have set aside approximately $90.7 million from the refinancing proceeds to cover an estimate of our share of potential future leasing and capital costs at the property. Our joint venture partners have committed to contribute their pro-rata share of the budgeted capital investment.

Management believes that the combined team of SL Green and RXR Realty will add the necessary talent, expertise and capital, along with the capital contributed by us, to bring this Class A asset with its blue chip tenant roster to its full potential. This may take up to three or four years given the size of the building, which is a little over 2 million square feet, the scope and nature of the capital investment and to allow time for the critical milestones in leasing and asset repositioning to take place.

Management believes that if these actions are successful, the estimated value of the property could increase to between $1.9 billion and $2.2 billion by November 2021, our estimated sale date of this investment. Assuming a $2.0 billion future value for Worldwide Plaza would produce a residual value of $2.19 per share, an increase of $0.32 per share over our current carrying value. In addition, we have contractual rents which generate a predictable cash flow from Worldwide Plaza during the estimated four year hold period which, net of expenses, we estimate would produce an additional $0.42 per share over the four year hold period versus the $0.13 currently accrued. These estimates of potential future cash flow are undiscounted. Management’s estimate, like any estimate or projection, is subject to various assumptions and uncertainties including the joint venture’s ability to execute on the business plan, tenants paying their rental obligations, the equity capital and financing markets and New York City market conditions generally. There is no assurance that the joint venture will be successful in taking these various actions and that these actions will, in fact, result in the estimated increase in the value of the property.

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Current Activity

50 Varick – property sale – On August 7, 2017, we sold to an independent third party our 50 Varick Street office property in Manhattan, New York for a gross sales price of $135.0 million. The property was part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $78.1 million of debt as required under the POL Loans. After satisfaction of debt, pro-rations and closing costs we received net proceeds of approximately $49.1 million. The estimated liquidation value of the property was $137.5 million at January 1, 2017 and was adjusted to $135.0 million at June 30, 2017 based on the contract sale price.

245-249 West 17^th Street and 218 West 18^th Street – property sale – On September 25, 2017, we entered into a contract to sell to an independent third party our 245-249 West 17^th Street (Twitter) and 218 West 18^th Street (Red Bull) office properties in Manhattan, New York for a gross sales price of $514.1 million. The sale was completed on October 11, 2017. The properties were part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $347.9 million of debt as required under the POL Loans. After satisfaction of debt, pro-rations and closing costs we received net proceeds of approximately $146.2 million. The estimated liquidation values of the properties were $532.6 million at January 1, 2017 and June 30, 2017. The estimated liquidation value of these properties were adjusted down to $514.1 million as of September 30, 2017 to reflect the contracts for sale.

229 West 36^th Street and 256 West 38^th Street – contract for sale – Subsequent to September 30, 2017, we entered into a contract to sell to an independent third party our 229 West 36^th Street and 256 West 38^th Street office properties in Manhattan, New York for a gross sales price of $155.9 million. The sale was completed on November 6, 2017. 229 West 36^th Street is part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $66.1 million of debt as required under the POL Loans and $24.5 million of other debt related to 256 West 38^th Street. After satisfaction of the mortgage debt, pro-rations and closing costs we received net proceeds of approximately $58.8 million. The estimated liquidation value of the properties were $152.4 million at January 1, 2017 and June 30, 2017 and were adjusted to $155.9 million at September 30, 2017 based on the contract sale price.

1440 Broadway – contract for sale – Subsequent to September 30, 2017, the Company entered into a contract to sell to an independent third party the 1440 Broadway office property in Manhattan, New York for a gross sales price of $520.0 million. The 1440 Broadway property is encumbered by $305.0 million mortgage loan which will be satisfied in full upon the sale of the property. The estimated liquidation value of the property was $582.8 million at January 1, 2017 and June 30, 2017 and was adjusted to $520.0 million at September 30, 2017 based on the contract sale price. If consummated, the sale of the property is expected to close in the fourth quarter of 2017.

Worldwide Plaza – sale of interests and refinancing – On October 18, 2017, we sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR Realty LLC based on the agreed upon value of the property of $1.725 billion. In conjunction with the equity sale, there was a concurrent $1.2 billion refinancing of the existing Worldwide Plaza debt. We received cash at closing of approximately $355 million from the sale and excess proceeds from the financing, which is net of certain closing costs, including $109.0 million of defeasance and prepayment costs, and a $90.7 million capital reserve. The new debt on Worldwide Plaza bears interest at a blended rate of approximately 3.98% per annum, requires monthly payments of interest only and matures in November 2027.

Liquidity and Capital Resources

As of September 30, 2017, we had cash and cash equivalents of $93.3 million. Our total assets and undiscounted net assets in liquidation were $3.5 billion and $1.3 billion, respectively, at September 30, 2017. Our ability to meet our obligations is contingent upon the disposition of our assets in accordance with our Liquidation Plan. We estimate that the proceeds from our Liquidation Plan will be adequate to pay our obligations, however, we cannot provide any assurance as to the prices or net proceeds we will receive from the disposition of our assets.

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Our principal demands for funds are to pay or fund operating expenses, capital expenditures, principal and interest payments on our outstanding indebtedness and liquidating distributions to our stockholders. We believe that cash flow from operations, along with sale proceeds, will continue to provide adequate capital to fund our operating, administrative and other expenses incurred during liquidation as well as debt service obligations in the short term. As a REIT, we must distribute annually at least 90% of our REIT taxable income. Our principal sources and uses of funds are further described below.

Principal Sources of Funds

Cash Flows from Operating Activities

Our cash flows from operating activities is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs, including general and administrative expenses, transaction costs and other expenses associated with carrying out our Liquidation Plan.

POL Loans

On December 20, 2016, we entered into a mortgage loan (the “Mortgage Loan”) in the aggregate amount of $500.0 million and a mezzanine loan in the aggregate amount of $260.0 million (the “Mezzanine Loan” and, together with the Mortgage Loan, the “POL Loans”), which are secured directly, in the case of the mortgage loan, and indirectly in the case of the mezzanine loan, by our properties located in New York, New York at 245-249 West 17th Street, 333 West 34th Street, 216-218 West 18th Street, 50 Varick Street (until the sale of the property in August 2017), 229 West 36th Street, 122 Greenwich Street, 350 West 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 West 56th Street and 120 West 57th Street (the “POL Loan Properties”). At the closing of the POL Loans, a portion of the net proceeds was used to repay the $485.0 million principal amount then outstanding under our credit facility. As of December 31, 2016, the $260.0 million proceeds from the Mezzanine Loan was held in an escrow account by the servicer of the POL Loans and was considered a receivable in our consolidated balance sheet. Subsequently, on January 10, 2017, the $260.0 million proceeds were deposited into an operating account. These funds were used by us to purchase the additional equity interests in Worldwide Plaza in connection with our exercise of the WWP Option.

Upon the sale of 50 Varick on August 7, 2017, $78.1 million was paid toward the POL Loans, and the property was released as security. Additionally, upon the sale of 245-249 West 17^th Street and 218 West 18^th Street on October 11, 2017, $347.9 million was paid down on the POL Loans, and the properties were released as security. Upon the sale of 229 West 39^th Street on November 6, 2017, the POL was paid down $66.1 million, and the property was released as security. The POL Loan balance was reduced to $267.9 million as a result of these sales.

Sales Proceeds

In connection with the Liquidation Plan, we will be selling all of our assets. We believe the sales proceeds will be sufficient to satisfy the mortgage notes payable encumbering the properties.

Other Sources of Funds

Prior to our acquisition of the additional interest in Worldwide Plaza, during the five months ended May 31, 2017, we received net distributions of $6.4 million in respect of our interest in Worldwide Plaza. After our acquisition, Worldwide Plaza is included in our consolidated financial statements.

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Principal Use of Funds

Capital Expenditures

As of September 30, 2017, we owned 18 properties. In connection with the leasing of our properties, we have entered into and will continue to enter into agreements with our tenants to provide allowances for tenant improvements. These allowances require us to fund capital expenditures up to amounts specified in our lease agreements. We intend to fund tenant improvement allowances with cash on hand and cash flows from operations. We funded $6.4 million in capital expenditures during the nine months ended September 30, 2017, which was funded primarily from cash on hand. We currently estimate that we will fund approximately $4.3 million of capital expenditures from operating cash flow during the remainder of 2017 for tenant improvements and improvements required by applicable law on our consolidated real estate portfolio.

Worldwide Plaza Option

On October 30, 2013, we purchased a 48.9% equity interest in Worldwide Plaza for a contract purchase price of $220.1 million, based on the property value for Worldwide Plaza of $1.3 billion less $875.0 million of debt on the property.

On March 30, 2017, we exercised the WWP Option pursuant to our rights under the joint venture agreement for Worldwide Plaza subject to our joint venture partner’s rights to retain up to 1.2% of the aggregate membership interest, which the joint venture partner has elected to retain. On June 1, 2017, we acquired an additional 49.9% equity interest for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property. Following the exercise of the option, we now own a total equity interest of 98.8% in Worldwide Plaza. Beginning June 1, 2017 the Worldwide Plaza property is included in our consolidated financial statements.

Dividends

In order to avoid paying corporate level tax, we are required to distribute annually at least 90% of our annual REIT taxable income, plus 100% of our capital gains. As previously disclosed, due to the approval of the plan of liquidation by the Company’s stockholders, the Company ceased paying regular monthly dividends. The actual amount and timing of, and record dates for, future liquidating distributions will be determined by our Board and will depend upon the timing and proceeds of the sale of our assets and the amounts deemed necessary by our Board to pay or provide for our liabilities and obligations and REIT requirements. Any such liquidating distributions on our common shares will be deemed a return of capital until the applicable holder has received liquidating distributions totaling its cost basis.

Loan Obligations

As of September 30, 2017, we had consolidated mortgage notes payable of $1.9 billion, including the mortgage debt of Worldwide Plaza, which was consolidated beginning second quarter 2017. As of September 30, 2017, the consolidated mortgage notes payable had a weighted average interest rate of 4.4%.

On August 1, 2017, our mortgage loan collateralized by the 1100 Kings Highway property was modified to extend the maturity date to April 1, 2018 and to allow for partial release of the collateral. The loan also requires a cash sweep starting January 1, 2018 unless the property is under contract for sale for an amount equal to or greater than 133% of the outstanding mortgage loan payable.

The payment terms of our mortgage loan obligations require principal and interest amounts payable monthly. Some of our mortgage note agreements require us to comply with specific reporting covenants. As of September 30, 2017, we were in compliance with the financial covenants under our mortgage note agreements.

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Cash Flows

Our level of liquidity based upon cash and cash equivalents increased by approximately $47.8 million from $45.5 million at December 31, 2016 to $93.3 million at September 30, 2017. The increase in cash and cash equivalents was primarily the result of the sale of 50 Varick. The common stockholders approved the Liquidation Plan on January 3, 2017, and we adopted the liquidation basis of accounting effective January 1, 2017.

Our primary source of non-operating cash flow for the nine months ended September 30, 2017 was $135 million of proceeds from the sale of our 50 Varick Street property.

Our primary uses of non-operating cash flow for the nine months ended September 30, 2017 include:

• $276.7 million for the acquisition of the additional interest in Worldwide Plaza, $260.0 million of which was funded from restricted cash and the balance of which was funded from cash on hand;

• $6.4 million for capital improvements at our properties; and

• $78.3 million for principal repayments on our mortgage notes payable.

Contractual Obligations

Debt Obligations

The following is a summary of our contractual debt obligations as of September 30, 2017:

					Years Ended December 31,
			October 1, 2017 -
(In thousands)	Total		December 31, 2017		2018 - 2019		2020 - 2021		Thereafter
Principal payment due:
Mortgage notes payable [1]	$	1,925,767	$	706,520	$	325,930	$	18,317	$	875,000
Interest payments due:
Mortgage notes payable [1]	$	360,403	$	26,162	$	144,207	$	117,806	$	72,228
[1]    The mezzanine loan is classified as mortgage notes payable on the Consolidated Statement of Net Assets and is included in this table.

All debt maturing during 2017 is expected to either be paid in full with proceeds from property sales or are to be extended as provided for in the loan agreement.

Lease Obligations

We entered into ground lease agreements with the owners of the land parcels at 350 Bleecker Street and the Viceroy Hotel. The following table reflects the minimum base cash rental payments due from us over the next five years and thereafter under these arrangements. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes, among other items.

					Years Ended December 31,
			October 1, 2017 -
(In thousands)	Total		December 31, 2017		2018 - 2019		2020 - 2021		Thereafter
Ground lease obligations	$	266,971	$	1,248	$	10,607	$	11,065	$	244,051

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Comparability of Financial Data From Period to Period

Under going concern accounting, the comparability of financial data from period to period was affected by several items including (i) the timing of our property acquisition and leasing activity; (ii) the timing of property sales; (iii) when material impairment losses on assets are taken; and (iv) fluctuations in the fair value of our OP units and restricted shares.

Results of Operations

In light of the adoption of liquidation basis accounting as of January 1, 2017, the results of operations for the current year period is not comparable to the prior year period. Our assets continue to perform in a manner that is relatively consistent with prior reporting periods. We have experienced no significant changes in occupancy or rental rates, other than those discussed below.

Due to the adoption of the Liquidation Plan, we are no longer reporting funds from operations, core funds from operations, adjusted funds from operations, adjusted earnings before interest, taxes, depreciation and amortization, net operating income, cash net operating income and adjusted cash net operating income, as we no longer consider these to be key performance measures.

Occupancy and Leasing

As of September 30, 2017, our consolidated portfolio was 94.8% leased, compared to 93.4% as of December 31, 2016. Occupancy is inclusive of leases signed but not yet commenced. See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Accounting Estimates and Critical Accounting Policies below for accounting policies relating to revenue recognition.

Changes in Net Assets in Liquidation

Period from January 1, 2017 through September 30, 2017 and three months ended September 30, 2017

Net assets in liquidation, which are presented on an undiscounted basis, decreased by $215.4 million and $221.3 million during the three and nine months ended September 30, 2017. The current net assets in liquidation includes Worldwide Plaza valued at $1.725 billion. The decrease during the quarter ended September 30, 2017 is primarily the result of (i) a $75.5 million net decrease in liquidation values due to the realized sales of 245-249 West 17^th Street (“Twitter”), 218 West 18^th Street (“Red Bull”), 229 West 36^th Street and 256 West 38^th Street and a signed contract for sale for 1440 Broadway, (ii) a $63.7 million net decrease in estimated liquidation values of the remaining portfolio, (iii) a $75.5 million decrease in the Company’s investment in Worldwide Plaza which includes debt defeasance costs net of mortgage debt premium amortization and changes in estimated cash flow, and (iv) a net decrease of $0.7 million related to other cumulative adjustments related to changes in debt costs and adjustments to holding periods.

The decrease during the nine months ended September 30, 2017 is primarily the result of (i) a $78.0 million net decrease in liquidation values due to the realized sales of 50 Varick Street, 245-249 West 17^th Street (Twitter), 218 West 18^th Street (Red Bull), 229 West 36^th Street and 256 West 38^th Street and a signed contract for sale for 1440 Broadway, (ii) a $63.7 million net decrease in estimated liquidation values of the remaining portfolio, (iii) a $75.5 million decrease in the Company’s investment in Worldwide Plaza which includes estimated debt defeasance costs net of mortgage debt premium amortization and changes in estimated cash flow, and (v) a net decrease of $4.1 million related to other cumulative adjustments related to changes in debt costs and adjustments to holding periods.

A summary of the change in net asset value for the nine months ended September 30, 2017 is as follows:

Property sales and signed contracts for property sales	$	(77,958	)
Property value changes due to softening of market		(63,730	)
Wordwide Plaza		(75,534	)
Adjustments for closing costs, debt costs and holding periods		(4,084	)
Change in net asset value	$	(221,306	)

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The net assets in liquidation at September 30, 2017, which are presented on an undiscounted basis, includes Worldwide Plaza valued at $1.725 billion which is based on the recent sale of a 48.7% interest in the property as discussed in Note 6 and excludes management’s estimate of the future increase in value from the planned investment in the repositioning of Worldwide Plaza, result in liquidating distributions of approximately $7.93 per common share. This estimate of liquidating distributions includes projections of costs and expenses to be incurred during the period required to complete the Liquidation Plan. As of October 18, 2017, Worldwide Plaza is managed by a joint venture of SL Green and RXR Realty, two of the largest owner operators in New York City. We, along with our new joint venture partners, are committed to investing significant additional capital into Worldwide Plaza to further improve and reposition the asset which we believe included embedded opportunities to roll leases to increase the value of the property. We believe that once these actions are implemented and come to fruition, the value of Worldwide Plaza will range from $1.9 billion to $2.2 billion by our anticipated sale date of November 2021. The increase in the future market value of Worldwide Plaza will be reflected in the Statement of Net Assets in liquidation as the specific actions related to the repositioning have been completed and such increase in market value can be observed. Assuming a future value of $2.0 billion in November 2021, would result in an increase to our net assets in liquidation of approximately $0.59 per share, which would result in estimated net assets in liquidation, on an undiscounted basis, of $8.52 per share. Management’s estimate, like any estimate or projection, is subject to various assumptions and uncertainties including the joint venture’s ability to execute on the business plan, tenants paying their rental obligations, the equity capital and financing markets and New York City market conditions generally. There is no assurance that the joint venture will be successful in taking these various actions and that these actions will, in fact, result in the estimated increase in the value of the property.

Our unaudited financial statements included in this Quarterly Report on Form 10-Q are prepared on the liquidation basis of accounting and accordingly include an estimate of the liquidation value of our assets and other estimates, including estimates of anticipated cash flow, timing of asset sales and liquidation expenses. These estimates update estimates that we have previously provided. These estimates are based on multiple assumptions, some of which may prove to be incorrect, and the actual amount of liquidating distributions we pay to you may be more or less than these estimates. We cannot assure you of the actual amount or timing of liquidating distributions you will receive pursuant to the Liquidation Plan.

Election as a REIT

We elected and qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), effective for our taxable year ended December 31, 2010. We believe that, commencing with such taxable year, we have been organized and operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to remain qualified for taxation as a REIT. In order to continue to qualify for taxation as a REIT we must, among other things, distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP) determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties as well as federal income and excise taxes on our undistributed income.

Inflation

Many of our leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. In addition, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation.

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Off-Balance Sheet Arrangements

We have no off-balance-sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Subsequent Events

All significant subsequent events have been discussed throughout this Management’s Discussion and Analysis.

Significant Accounting Estimates and Critical Accounting Policies

Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our consolidated financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. Prior to the adoption of the Liquidation Plan, our most sensitive estimates involved the allocation of the purchase price of acquired properties, evaluating our real estate investments for impairment, and valuing our OP and LTIP units. Subsequent to the adoption of the Liquidation Plan, we are required to estimate all costs and income we expect to incur and earn through the end of liquidation including the estimated amount of cash we expect to collect on the disposal of our assets and the estimated costs to dispose of our assets.

Revenue Recognition

Prior to the adoption of the Liquidation Plan, we accounted for our leases with tenants as operating leases with rental revenue recognized on a straight-line basis over the initial term of the lease. Because many of our leases provide for rental increases at specified intervals, generally accepted accounting principles (“GAAP”) required us to record a receivable, and include in revenues on a straight-line basis, unbilled rent receivables that we would only receive if the tenant made all rent payments required through the expiration of the initial term of the lease. We deferred the revenue related to lease payments received from tenants in advance of their due dates. When we acquired a property, the acquisition date was considered to be the commencement date for purposes of this calculation.

Rental revenue recognition commenced when the tenant took possession or control of the physical use of the leased space. For the tenant to take possession, the leased space had to be substantially ready for its intended use. To determine whether the leased space was substantially ready for its intended use, we evaluated whether we, or the tenant, owned the tenant improvements. When we were the owner of tenant improvements, rental revenue recognition began when the tenant took possession of the finished space, which was when such improvements were substantially complete. When we concluded that the tenant was the owner of tenant improvements, rental revenue recognition began when the tenant took possession of or controlled the space.

When we concluded that we are the owner of tenant improvements, we capitalized the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants. When we concluded that the tenant was the owner of tenant improvements for accounting purposes, we recorded our contribution towards those improvements as a lease incentive, which was included in deferred leasing costs, net on the consolidated balance sheet as of December 31, 2016 and amortized as a reduction to rental income on a straight-line basis over the term of the lease.

Under liquidation accounting, we have accrued all income that we expect to earn through the end of liquidation to the extent we have a reasonable basis for estimation. These amounts are classified in liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets.

In accordance with liquidation accounting, as of January 1, 2017, tenant and other receivables were adjusted to their net realizable values. We continually review tenant and other receivables to determine collectability. Any changes in the collectability of the receivables is reflected in the net realizable value of the receivable.

Under going concern accounting, unbilled rent receivable included the difference between straight line rent and contractual amounts due. We reviewed unbilled rent receivables monthly for collectability. Unbilled rent receivable is not contemplated under liquidation accounting. We accrue rental revenue based on contractual amounts expected to be collected during liquidation.

44

NEW YORK REIT, INC.

September 30, 2017

We own certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, under going concern accounting we deferred the recognition of contingent rental income until the specified target that triggered the contingent rental income was achieved, or until such sales upon which percentage rent is based were known. Contingent rental income earned was included in rental income on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2016. Contingent rental income is not contemplated under liquidation accounting unless we have a reasonable basis to estimate future receipts.

Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable.

Our hotel revenues are recognized as earned and are derived from room rentals and other sources such as charges to guests for telephone service, movie and vending commissions, meeting and banquet room revenue and laundry services.

Investments in Real Estate

Prior to the adoption of the Liquidation Plan, we evaluated the inputs, processes and outputs of each asset acquired to determine if the transaction was a business combination or asset acquisition. If an acquisition qualified as a business combination, the related transaction costs were recorded as an expense in the consolidated statement of operations. If an acquisition qualified as an asset acquisition, the related transaction costs were generally capitalized and subsequently amortized over the useful life of the acquired assets.

In business combinations, we allocated the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities and non-controlling interests based on their respective estimated fair values. Tangible assets included land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities included the value of in-place leases, above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.

The fair value of the tangible assets of an acquired property with an in-place operating lease was determined by valuing the property as if it were vacant, and the “as-if-vacant” value was then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases was determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases was recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and our estimate of the comparable fair market lease rate, measured over the remaining term of the lease. The fair value of other intangible assets, such as real estate tax abatements, were recorded based on the present value of the expected benefit and amortized over the expected useful life including any below-market fixed rate renewal options for below-market leases.

Fair values of assumed mortgages, if applicable, were recorded as debt premiums or discounts based on the present value of the estimated cash flows, which was calculated to account for either above- or below-market interest rates.

We utilized a number of sources in making our estimates of fair values for purposes of allocating purchase price including real estate valuations prepared by independent valuation firms. We also considered information and other factors including: market conditions, the industry in which the tenant operates, characteristics of the real estate such as location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business.

As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash we expect to collect on the disposal of our assets as we carry out our Liquidation Plan. The liquidation value of our investments in real estate are presented on an undiscounted basis. Estimated costs to dispose of these assets are presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in our undiscounted net assets in liquidation.

The liquidation value of real estate investments is determined by considering projected operating cash flows, sales of comparable assets, if any, and replacement costs among other measures. The methods used to estimate the fair value of real estate investments include the discounted cash flow method, sales approach and/or third party information such as appraisals and sale offers to the extent available.

Depreciation and Amortization

Under going concern accounting, depreciation was computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five to seven years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. Under liquidation accounting, investments in real estate are no longer depreciated.

Under going concern accounting, acquired above-market leases were amortized as a reduction of rental income over the remaining terms of the respective leases. Acquired below-market leases were amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods. Acquired above-market ground leases were amortized as a reduction of property operating expense over the remaining term of the respective leases. Acquired below-market ground leases were amortized as an increase to property operating expense over the remaining term of the respective leases and expected below-market renewal option period. The value of in-place leases, exclusive of the value of above- and below-market in-place leases, was amortized to depreciation and amortization expense over the remaining periods of the respective leases. Assumed mortgage premiums or discounts, if applicable, were amortized as a reduction or increased to interest expense over the remaining term of the respective mortgages. Under liquidation accounting, intangible assets and liabilities are included in the liquidation value of investments in real estate and are no longer amortized.

Impairment of Long Lived Assets

Under going concern accounting, when circumstances indicated the carrying value of a property may not be recoverable, we reviewed the asset for impairment. This review was based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates considered factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If such estimated cash flows were less than the carrying value of a property, an impairment loss was recorded to the extent that the carrying value exceeded the estimated fair value of the property.

Derivative Instruments

We use derivative financial instruments to hedge the interest rate risk associated with a portion of our borrowings. The principal objective of such agreements is to minimize the risks and costs associated with our operating and financial structure as well as to hedge specific anticipated transactions.

Prior to the adoption of the Liquidation Plan, all derivatives were carried on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depended on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.

If we designated a qualifying derivative as a hedge, changes in the value of the derivative were reflected in accumulated other comprehensive income (loss) on the accompanying consolidated balance sheet. If a derivative did not qualify as a hedge, or if we did not elect to apply hedge accounting, changes in the value of the derivative were reflected in other income (loss) on the accompanying consolidated statement of operations and comprehensive income (loss).

As these instruments will not be converted into cash or other consideration, derivative financial instruments have been valued at $0 as of January 1, 2017 in accordance with liquidation accounting. These financial instruments are still in place and effective as of September 30, 2017. We have accrued the estimated monthly amounts for our swap agreements which are included in the liability for estimated costs in excess of estimated receipts during liquidation.

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NEW YORK REIT, INC.

September 30, 2017

Recent Accounting Pronouncement

There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our long-term debt, which consists of secured financings and our Credit Facility, bears interest at fixed rates and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. From time to time, we may enter into interest rate hedge contracts such as swaps, caps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We do not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.

As of September 30, 2017, our debt consisted of both fixed and variable-rate debt. We had fixed-rate secured mortgage notes payable with an aggregate carrying value of $899.5 million and a fair value of $878.8 million. Changes in market interest rates on our fixed-rate debt impact the fair value of the notes, but it has no impact on interest due on the notes. For instance, if interest rates rise 100 basis points and our fixed rate debt balance remains constant, we expect the fair value of our obligation to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed–rate debt assumes an immediate 100 basis point move in interest rates from their September 30, 2017 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by $40.9 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by $84.1 million.

As of September 30, 2017, our variable-rate debt had a carrying and fair value of $1.0 billion. Interest rate volatility associated with this variable rate debt affects interest expense incurred and cash flow. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their September 30, 2017 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $10.3 million annually.

These amounts were determined by considering the impact of hypothetical interest rates changes on our borrowing costs, and assuming no other changes in our capital structure. As the information presented above includes only those exposures that existed as of September 30, 2017, it does not consider exposures or positions arising after that date. The information represented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.

As of September 30, 2017 an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of September 30, 2017.

Other Matters

There have been no changes in our internal controls over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

46

NEW YORK REIT, INC.

September 30, 2017

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

The information related to litigation and regulatory matters contained in Note 12 — Commitments and Contingencies of our notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q is incorporated by reference into this Item 1. Except as set forth therein, as of the end of the period covered by this Quarterly Report on Form 10-Q, we are not a party to, and none of our properties are subject to, any material pending legal proceedings.

Item 1A. Risk Factors.

Set forth below are material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016:

We are dependent on our joint venture partner, which is the administrative member, and has day-to-day control over the Worldwide Plaza, and there can be no assurance as to the timing of a sale of Worldwide Plaza or that we will realize our estimated value.

Our largest investment, representing 2.0 million of the 4.1 million rentable square feet in our portfolio as of September 30, 2017, is our 50.1% equity interest in the joint venture that owns Worldwide Plaza. We estimate holding this investment through November 2021. While we own a majority of the membership interests in Worldwide Plaza, under the Worldwide Plaza joint venture agreement, our joint venture partner, which is a joint venture between an affiliate of SL Green Realty Corp. and a private equity fund sponsored by RXR Realty LLC, is the manager of the joint venture and is responsible for day-to-day management of Worldwide Plaza. While major decisions, such as the approval of the annual budget, require the consent of the Board of Managers, including the consent of Wendy Silverstein who is our designee on the Board of Managers, we do not have control of the decisions to be made by Worldwide Plaza, we are dependent on our joint venture partners and there is a risk of impasse. Investments in joint ventures under certain circumstances, involve risks not present were a third party not involved. Our joint venture partner may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Disputes between us and our joint venture partner may result in litigation. Consequently, actions by or disputes with our joint venture partner might result in subjecting us to additional risk. In addition, we may in certain circumstances we may be liable for the actions of our joint venture partner or subject to dilution of our interest if we fail to make required capital contributions to the venture.

We have a right to transfer our membership interests in Worldwide Plaza to purchasers meeting certain qualifications, subject to a right of first offer to our joint venture partner. If our interest is not sold prior to, commencing January 18, 2022, we and our joint venture partner also have the right to require the joint venture to market the property owned by it for sale, subject to a right of first offer to our joint venture partner.

Any transferee of our interest would acquire an interest subject to the same limitations on participation in the management of Worldwide Plaza that are applicable to us. There can be no assurance these limitations will not affect our ability to sell our interest in Worldwide Plaza or the amount we would receive on a sale. In addition, we may determine that a sale of the property rather than our interest in Worldwide Plaza is the best way to maximize the value of our interest in Worldwide Plaza. Because we do not have a right to initiate a sale of the property until 2022, a sale of the property could substantially delay the timing of our complete liquidation. In addition, we may be required to transfer our remaining assets to a liquidating entity by January 3, 2019, and the interests in the liquidating entity will generally not be transferable by our shareholders. Additionally, the existence of the right of first offers may delay our ability to sell the Worldwide Plaza property or our interest in Worldwide Plaza on terms and in the timeframe of our choosing and may diminish the price we receive on a sale.

Our management has estimated that the value of Worldwide Plaza could increase to between $1.9 billion and $2.2 billion by November 2021, our estimated sale date of this investment, as a result of actions to be taken through our joint venture. Our venture partners have jointly developed and recommended a capital budget, which we have agreed to. The capital plan includes targeted capital improvements aimed at maintaining the institutional quality of the building and an appropriate allocation to allow for critical tenant lease renewals and rolls. In addition, capital will be available for new management to focus on repositioning the property as a more modern asset, with a corresponding program to rebrand and likely rename the building as well as energizing and maximizing the potential of the retail and concourse space. We have set aside approximately $90.7 million from the refinancing proceeds to cover an estimate of our share of potential future leasing and capital costs at the property. Our joint venture partners have committed to contribute their pro-rata share of the budgeted capital investment. Management’s estimate, like any estimate or projection, is subject to various assumptions and uncertainties including the joint venture’s ability to execute on the business plan, tenants paying their rental obligations, the equity capital and financing markets and New York City market conditions generally. There is no assurance that the joint venture will be successful in taking these various actions and that these actions will, in fact, result in the estimated increase in the value of the property.

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NEW YORK REIT, INC.

September 30, 2017

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.	Description
2.1**	Amendment to Plan of Liquidation
10.1**	Membership Interest Purchase Agreement, dated as of September 14, 2017, between ARC NYWWPJV001, LLC and WWPJV LLC
10.2**	Consent Agreement, dated as of September 14, 2017 between New York REIT, Inc. and WWP Sponsor LLC
10.3*	Contract of Sale between ARC NY1440BWY1, LLC and CIM Group Acquisitions, LLC, dated November 1, 2017
31.1*	Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section  906 of the Sarbanes-Oxley Act of 2002
101*	XBRL (eXtensible Business Reporting Language). The following materials from New York REIT, Inc.‘s Quarterly Report on Form 10-Q for the nine months ended September 30, 2017, formatted in XBRL: (i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to the Consolidated Financial Statements.

* Filed herewith

** Incorporated by reference to Current Report on Form 8-K filed on September 14, 2017.

48

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NEW YORK REIT, INC.
By:	/s/ Wendy Silverstein
	Wendy Silverstein
	Chief Executive Officer and President
	(Principal Executive Officer)
By:	/s/ John Garilli
	John Garilli
	Chief Financial Officer, Treasurer and Secretary
	(Principal Financial Officer and Principal Accounting Officer)

Date:    November 9, 2017

49

EX-10.3

Exhibit 10.3

CONTRACT OF SALE

Between

ARC NY1440BWY1, LLC, as Seller

and

CIM GROUP ACQUISITIONS, LLC, as Purchaser

DATED: November 1, 2017

PROPERTY:

1440 Broadway, New York, New York

TABLE OF CONTENTS

	Page
SECTION 1. SALE OF PROPERTY AND ACCEPTABLE TITLE		1
SECTION 2. PURCHASE PRICE, ACCEPTABLE FUNDS AND ESCROW OF DOWNPAYMENT		2
SECTION 3. THE CLOSING		3
SECTION 4. REPRESENTATIONS AND WARRANTIES		3
SECTION 5. RIGHT OF INSPECTION		12
SECTION 6. SELLER’S OBLIGATIONS AS TO LEASES		12
SECTION 7. RESPONSIBILITY FOR VIOLATIONS		14
SECTION 8. FIRE DAMAGE OR CONDEMNATION		14
SECTION 9. COVENANTS OF SELLER		15
SECTION 10. SELLER’S CLOSING OBLIGATIONS		17
SECTION 11. PURCHASER’S CLOSING OBLIGATIONS		19
SECTION 12. CLOSING COSTS		20
SECTION 13. APPORTIONMENTS AT CLOSING		20
SECTION 14. OBJECTIONS TO TITLE, FAILURE OF SELLER OR PURCHASER TO PERFORM AND VENDEES’ LIEN		23
SECTION 15. BROKER		27
SECTION 16. NOTICES		28
SECTION 17. LIMITATIONS ON SURVIVAL		29
SECTION 18. GOVERNING LAW		30
SECTION 19. CAPTIONS		30
SECTION 20. SUCCESSORS AND ASSIGNS		30
SECTION 21. TAXPAYER IDENTIFICATION NUMBERS		30
SECTION 22. POSSESSION		30
SECTION 23. MISCELLANEOUS PROVISIONS		30

INDEX OF SCHEDULES AND EXHIBITS

SCHEDULE 1.01	LAND
SCHEDULE 1.02	PERMITTED EXCEPTIONS
SCHEDULE 2.02	DEPOSIT ESCROW AGENT’S WIRE TRANSFER INSTRUCTIONS
SCHEDULE 4.01(n)	LEASES AND LEASE DOCUMENTS
SCHEDULE 4.01(p)	RENT ARREARAGES
SCHEDULE 4.01(q)	TENANT DEFENSES
SCHEDULE 4.01(r)(i)	PAYMENT OF RENT IN ADVANCE; TENANT SECURITY DEPOSITS
SCHEDULE 4.01(r)(ii)	TI WORK AND TI ALLOWANCES
SCHEDULE 4.01(t)	BROKERAGE AGREEMENTS AND COMMISSIONS
SCHEDULE 4.01(u)	SERVICE CONTRACTS
SCHEDULE 4.01(x)	TAX ASSESSMENT REDUCTION PROCEEDINGS
SCHEDULE 6.04	MAJOR LEASES

-i-

EXHIBIT 2.03	DEPOSIT ESCROW AGREEMENT
EXHIBIT 6.04	TENANT ESTOPPEL
EXHIBIT 10.01	BARGAIN AND SALE DEED
EXHIBIT 10.05	BILL OF SALE
EXHIBIT 10.06	ASSIGNMENT AND ASSUMPTION OF LEASES
EXHIBIT 10.08	TENANT NOTICE LETTER
EXHIBIT 10.10	ASSIGNMENT AND ASSUMPTION OF LICENSES AND PERMITS
EXHIBIT 10.11	TITLE AFFIDAVIT
EXHIBIT 10.12	FIRPTA AFFIDAVIT - NON-FOREIGN AFFIDAVIT
EXHIBIT 10.14	ASSIGNMENT AND ASSUMPTION OF WARRANTIES AND GUARANTIES
EXHIBIT 10.18	SELLER’S CERTIFICATE REGARDING REPRESENTATIONS
EXHIBIT 10.19	ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS
EXHIBIT 11.05	PURCHASER’S CERTIFICATE REGARDING REPRESENTATIONS
EXHIBIT 14.01	PRO FORMA TITLE INSURANCE POLICY

-ii-

INDEX OF DEFINED TERMS

“Anti-Money Laundering Laws”- Section 4.01(h)

“Assumed Service Contracts” - Section 9.05

“Building”- Section 1.01

“Business Day”- Section 23.04

“Casualty Loss”- Section 8.01

“Closing”- Section 3.01

“Closing Date”- Section 3.01

“Code”- Section 4.01(e)

“Condemnation Loss”- Section 8.01

“Conforming Estoppel” - Section 6.04

“Contract”- Introductory Paragraph

“Deposit Escrow Agent” - Section 2.03

“Deposit Escrow Agreement”- Section 2.03

“Designated Person” - Section 4.03(a)

“Downpayment”- Section 2.01(a)

“ERISA”- Section 4.01(f)

“Excluded Records” - Section 1.01

“Existing Violations” - Section 7.01

“FAR”- Section 4.04(d)

“FCPA” - Section 4.01(i)

“FIRPTA Affidavit”- Section 4.01(e)

“Gap Title Objection”- Section 14.01

“Guaranty” - Section 4.03(b)

“Hazardous Materials” - Section 4.01(y)

“Land”- Section 1.01

“Licenses and Permits”- Section 1.01

“Leases”- Section 4.01(n)

“Major Leases” - Section 6.04

“Major Tenants” - Section 6.04

“New Violations” - Section 7.02

“NYC-RPT” - Section 10.02

“OFAC”- Section 4.01(g)

“Patriot Act”- Section 4.01(h)

“Permitted Exceptions”- Section 1.02

“Personal Property” - Section 1.01

“Property”- Section 1.01

“Purchase Price”- Section 2.01

“Purchaser”- Introductory Paragraph

“Purchaser’s Closing Documents”- Section 11

“Relevant Environmental Laws” - Section 4.01(y)

“Required Removal Exceptions”- Section 14.01

“RP-5217NYC” - Section 10.03

-iii-

“Sanctions” - Section 4.01(i)

“Seller”- Introductory Paragraph

“Seller’s Broker”- Section 15.01

“Seller’s Closing Documents”- Section 10

“Seller’s Willful Default” – Section 14.07

“Service Contracts”- Section 4.01(u)

“STIC” - Section 1.02

“Survey”- Section 14.01

“Survival Period”- Section 4.03(b)

“Tenant” and “Tenants” - Section 4.01(n)

“Tenant Inducement Costs” – Section 13.07

“Tenant Estoppel”- Section 6.04

“Threshold Amount”- Section 4.03(b)

“Title Company”- Section 1.02

“Title Report”- Section 14.01

“TP-584” - Section 10.02

“Violations” - Section 7.01

-iv-

CONTRACT OF SALE

THIS CONTRACT OF SALE (this “Contract”), dated as of the 1^st day of November, 2017, between ARC NY1440BWY1, LLC, a Delaware limited liability company, having an address c/o Winthrop REIT Advisors, 7 Bulfinch Place – Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 (“Seller”), and CIM GROUP ACQUISITIONS, LLC, a California limited liability company, with an address at 4700 Wilshire Boulevard, Los Angeles, California 90010 (“Purchaser”).

W I T N E S S E T H:

In consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, the premises described herein for the price and subject to and upon the terms and conditions set forth herein.

Section 1. Sale of Property and Acceptable Title

Section 1.01 Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and subject to and upon the terms and conditions set forth in this Contract, all right, title and interest of Seller, if any, in and to the following (collectively, the “Property”): (a) that certain real property commonly known as 1440 Broadway, New York, New York and more particularly described on Schedule 1.01 (the “Land”); (b) all buildings and improvements situated on the Land (the “Building”); (c) the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) any appurtenances (including, without limitation, air rights and development rights), or easements of any kind whatsoever relating to the Land and the Building; (e) the fixtures and equipment owned by Seller (i) attached to and/or located in the Building and/or (ii) appurtenant to the Building that are necessary for the proper operation of the Building; (f) to the extent transferable, all warranties, guaranties, building permits, certificates of occupancy and all other government licenses, authorizations and approvals issued to or held by Seller with respect to the operation of the Land and the Building (collectively, the “Licenses and Permits”); (g) the Leases, together with any security deposits, lease guarantees, letters of credit and other rights related thereto, other than arrearages of rent as of the Closing Date; (h) the Assumed Service Contracts, and (i) all personal property existing on the Closing Date and located on the Land and the Building, including, without limitation, any and all supplies, tools, furniture, furnishings, fittings, appliances, shades, wall-to-wall carpet, draperies, screens, art, awnings, plans, shrubbery, vending machines and other furnishings or items of personal property owned by the Seller and used in connection with the operation or maintenance of the Land and the Building (collectively, the “Personal Property”); but excluding (I) all proprietary property management processes, proprietary appraisals, proprietary computer software and related

software licenses (but not excluding any data and summaries or reports pertaining to the operation, repair, maintenance, leasing and/or legal compliance of the Property), (II) the Excluded Records, (III) subject to Section 8, all claims and causes of action for monetary damages against third parties and all defenses Seller may have against claims and causes of actions brought by third parties against Seller arising out of or in connection with the Property during the period prior to Closing, except that the Seller hereby agrees (which agreement shall survive Closing) not to bring any action, suit or proceeding based upon any such claim or cause of action against any Tenant of the Property other than, (A) with respect to any Tenant’s obligation to indemnify Seller, pursuant to the terms of such Tenant’s Lease, against any third party claim arising prior to Closing, (IV) monetary rights or interests of Seller as owner of the Property related to or accruing with respect to the period prior to Closing or (B) as permitted by Section 13.03, and (V) Seller’s rights under this Contract. The term “Excluded Records” shall mean (1) certain records that relate to internal matters of Seller (such as income tax returns, financial statements, intercorporate debt and equity, corporate governance, investment advisory services and other professional relationships) and (2) work papers, memoranda, analysis, appraisals, correspondence and similar materials prepared by or for Seller in connection with the negotiation and documentation of the transaction contemplated hereby.

Section 1.02 Seller shall convey and Purchaser shall accept fee simple title to the Property in accordance with the terms of this Contract, subject only to: (a) the Leases, (b) the matters set forth on Schedule 1.02, the Leases and any Gap Title Objections which are deemed accepted by Purchaser or are otherwise accepted by Purchaser, each in compliance with Section 14.01, (collectively, the “Permitted Exceptions”); and (c) such other matters as First American Title Insurance Company (the “Title Company”) and Stewart Title Insurance Company (“STIC”), the co-insurer with respect to fifty percent (50%) of the insured amount relating to both the owner’s title insurance policy and the mortgage lender’s title insurance policy related to the sale of the Property, shall be willing, without special premium, to omit as exceptions to coverage or, in a manner reasonably satisfactory to Purchaser and acceptable to Purchaser’s lender, to except with insurance against collection out of, or enforcement against, the Property; provided, that, subject to Seller’s obligations under Section 14.01, if Purchaser or Purchaser’s lender does not approve the same, Purchaser’s sole remedy shall be to terminate this Contract, in which event, the Downpayment shall be returned to Purchaser, and thereafter Purchaser and Seller shall have no further obligation or liability under this Contract, except for any obligation or liability expressly provided herein to survive a termination of this Contract.

Section 2. Purchase Price, Acceptable Funds and Escrow of Downpayment

Section 2.01 The purchase price (“Purchase Price”) to be paid by Purchaser to Seller for the Property is Five Hundred Twenty Million and 00/100 Dollars ($520,000,000.00). The Purchase Price shall be payable in compliance with the provisions of Section 2.02, as follows:

(a) Within one (1) Business Day following the date hereof, the amount of Twenty Six Million and 00/100 Dollars ($26,000,000.00) (the “Downpayment”); and

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(b) On the Closing Date, the balance of the Purchase Price, subject to adjustment for the apportionments, adjustments and credits set forth in this Contract.

Section 2.02 All monies payable under this Contract, unless otherwise specified in this Contract, shall be paid by wire transfer of immediately available funds in accordance with Deposit Escrow Agent’s wire instructions attached as Schedule 2.02.

Section 2.03 The Downpayment shall be paid to Stewart Title Guaranty Company, as escrow agent (“Deposit Escrow Agent”), upon the full execution and delivery of this Contract and the Deposit Escrow Agreement by all parties thereto. The Downpayment, together with any accrued interest thereon, shall be held and paid by Deposit Escrow Agent in accordance with the terms and provisions of the Deposit Escrow Agreement in the form attached as Exhibit 2.03, which shall be executed and delivered by Deposit Escrow Agent, Seller and Purchaser simultaneously with the execution and delivery of this Contract (the “Deposit Escrow Agreement”). Seller and Purchaser agree that any interest earned on the Downpayment shall be added to the Downpayment. The failure of Purchaser to wire the Downpayment to Deposit Escrow Agent within one (1) Business Day following the full execution and delivery of this Contract and the Deposit Escrow Agreement by Seller, Purchaser and the Title Company shall constitute a material breach of this Contract whereupon Seller may, upon notice to Purchaser and Deposit Escrow Agent, cancel and terminate this Contract, whereupon this Contract shall be null and void and of no further force or effect, except for those terms, provisions and/or covenants which are expressly provided herein to survive a termination of this Contract.

Section 3. The Closing

Section 3.01 Except as otherwise provided in this Contract, the closing of title pursuant to this Contract (the “Closing”) shall take place no later than December 1, 2017 (the “Closing Date”), TIME BEING OF THE ESSENCE (subject to Seller’s right to adjourn the Closing one or more times for up to ninety (90) days in the aggregate, at Seller’s election, in order to comply with all conditions precedent to Closing set forth in this Contract, and Purchaser’s right to adjourn the Closing one or more times to a date not later than December 29, 2017, at Purchaser’s election), through an escrow-style closing with the Title Company.

Section 4. Representations and Warranties

Section 4.01 Seller represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows:

(a) Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.

(b) The execution and delivery of this Contract, the consummation of the transactions contemplated hereby and the performance of Seller’s obligations hereunder has been duly authorized by all necessary action on the part of Seller, and, assuming that this Contract constitutes the legal, valid and binding obligation of Purchaser, this Contract constitutes the

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legal, valid and binding obligation of Seller, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. The execution and delivery of Seller’s Closing Documents, the consummation of the transactions contemplated thereby and the performance of Seller’s obligations thereunder will as of the Closing Date be duly authorized by all necessary action on the part of Seller, and Seller’s Closing Documents will as of the Closing Date constitute the legal, valid and binding obligation of Seller, enforceable in accordance with their terms, subject as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.

(c) The execution and delivery of this Contract and Seller’s Closing Documents by Seller and the consummation by Seller of the transactions contemplated hereby and thereby do not and will not, (i) violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental entity, (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of Seller, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture or any lease or other agreement or instrument to which Seller is a party or by which Seller or the Property may be bound, or (iii) violate or conflict with any law or governmental regulation or permit applicable to Seller or the Property.

(d) No consent, waiver, approval or authorization is or will be required from any person or entity (that has not already been obtained) in connection with the execution and delivery of this Contract and Seller’s Closing Documents by Seller or the performance by Seller of the transactions contemplated hereby and thereby.

(e) Seller is not a “foreign person” or “foreign corporation” as those terms are defined in the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Seller shall deliver to Purchaser at the Closing a non-foreign person affidavit (“FIRPTA Affidavit”) containing such information as shall be required by § 1445 of the Code.

(f) Seller is not an employee benefit plan subject to Part 4, Subtitle B, Title I of the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time (“ERISA”), nor otherwise a “benefit plan investor” within the meaning of Section 3(42) of ERISA, and Seller’s assets do not and will not include “plan assets” subject to ERISA or Section 4975 of the Code. Seller is not a “governmental plan” within the meaning of Section 3(32) of ERISA.

(g) Neither Seller nor, to Seller’s knowledge, any person or entity who owns an interest in Seller (other than the owner of publicly traded shares) or provides funds to Seller is or will become a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (“OFAC”) (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is or will engage in any dealings or transactions or be otherwise associated with such persons or entities.

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(h) Neither Seller nor, to Seller’s knowledge, any person or entity who owns an interest in Seller (other than the owner of publicly traded shares) or provides funds to Seller: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of Anti-Money Laundering Laws (as hereinafter defined); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws. “Anti-Money Laundering Laws” shall mean any laws, regulations and sanctions, state and federal, criminal and civil, that: (A) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (B) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (C) require identification and documentation of the parties with whom a U.S. Person, including a United States Financial Institution as defined in 31 U.S.C. 5312, as periodically amended, conducts business; or (D) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

(i) Neither Seller nor, to Seller’s knowledge, any person or entity who owns an interest in Seller or provides funds to Seller is, (i) the subject of any sanctions administered or enforced by OFAC, the US Department of State or the United Nations Security Council (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. Neither Seller nor, to Seller’s knowledge, any person or entity who owns an interest in Seller or provides funds to Seller has taken any action, directly or indirectly, that would result in a violation by such person or entity of any applicable anti-bribery law, including but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, modified and supplemented and in effect from time to time or any replacement thereof (the “FCPA”). Furthermore, Seller and any person or entity directly or indirectly owning an interest in Seller are in compliance with the FCPA and similar laws.

(j) Seller is not the subject of any bankruptcy, reorganization, insolvency or similar proceedings, whether voluntary or involuntary, and, to Seller’s knowledge, none have been threatened against Seller. Seller has not made an assignment for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or the Property. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent.

(k) Except for this Contract, there are no rights of first refusal, or options, to purchase all or any part of the Property or other rights whereby any person or entity has the right to purchase all or any part of the Property.

(l) To Seller’s knowledge, Seller has not received any written notice of and Seller otherwise has no knowledge that any landmark designation, any rezoning proceeding or any eminent domain, condemnation or similar proceeding or conveyance in lieu thereof with respect to all or any part of the Property is pending or contemplated.

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(m) There are no unpaid or unsatisfied judgements, orders or decrees or actions or proceedings pending or threatened in writing against Seller or with respect to the Property which would in any way materially and adversely affect the Property, Seller or Seller’s ability to perform under this Contract, as the case may be.

(n) Attached hereto as Schedule 4.01(n) is a complete list of all leases and other agreements for the present or future use or occupancy of any space at the Property and all modifications and amendments to such agreements, and all guaranties and similar agreements related thereto, which list excludes any sublease of any portion of the Property (but includes any assignment of any Tenant’s interest under such Tenant’s lease) (such agreements and other documents, as modified and amended in accordance with the provisions hereof being herein collectively referred to as the “Leases”). The lessees or tenants identified in the Leases are referred to herein as “Tenants” or individually as “Tenant”. Except for the Leases, there are no leases, subleases, tenancies or occupancy rights of any kind, written or oral, affecting the Property (other than subleases of space covered by Leases). Seller has made copies of all Leases available to Purchaser, which copies are true, complete and correct in all material respects.

(o) Intentionally Omitted.

(p) Attached hereto as Schedule 4.01(p) is a complete and accurate schedule of rent arrearages for the Property under the Leases as of the date set forth thereon.

(q) (i) Seller has not received any notice of default under any of its obligations under the Leases and has not received any notice of termination or default under any of the Leases which remains uncured, (ii) to Seller’s knowledge, there are no existing uncured material defaults by any Tenant under the Leases except as set forth in the Tenant Estoppels, (iii) Seller has delivered to Purchaser copies of all notices of default in Seller’s possession, which remain uncured, which Seller has sent to its Tenants, and (iv) except as set forth on Schedule 4.01(q), no Tenant has asserted any defense, set-off or counter-claim with respect to its tenancy or its obligation to pay rent, additional rent, or other charges pursuant to its Lease which remains uncured.

(r) Except as set forth on Schedule 4.01(r)(i) and except for security deposits, no Tenant has prepaid rent for more than the current month under such Tenant’s Lease and, except as set forth on Schedule 4.01(r)(ii), no Tenant is entitled to any base building, tenant improvement or other special work (not yet performed) or credit, landlord consideration or other contribution (not yet given ) in connection with its tenancy. There are no refundable security deposits or other deposits or reserves presently held by or on behalf of Seller with respect to the Leases, except as set forth on Schedule 4.01(r)(i).

(s) Seller has not received any written notice from any Tenant that such Tenant has or intends to terminate its Lease and to Seller’s knowledge no Tenant has, filed for, or is subject to a, bankruptcy or any similar debtor-protection measure.

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(t) There are no lease brokerage agreements, leasing commissions agreements or other agreements providing for payments of any amounts by Seller for leasing activities or procuring tenants with respect to the Property, except as set forth on Schedule 4.01(t). Seller has made copies of all such agreements available to Purchaser, which copies are true, complete and correct in all material respects. There are no brokerage commissions, tenant inducement costs or finder’s fees payable by Seller with respect to the Leases other than as expressly set forth in the agreements listed on Schedule 4.01(t).

(u) Except as set forth on Schedule 4.01(u), to Seller’s knowledge, there are no agreements to which Seller is a party for provision of services, management, equipment, labor, supplies, maintenance or repairs (collectively, the “Service Contracts”). Seller has made copies of all Service Contracts available to Purchaser, which copies are true, complete and correct in all material respects.

(v) Other than the Assumed Service Contracts and employees provided to the Property by a service provider pursuant to such Assumed Service Contracts, as applicable, there are no persons or entities engaged by Seller in connection with the operation or maintenance of the Property that will be binding upon Purchaser after the Closing. Seller has no employees. Other than pursuant to that certain (i) 2015 Engineer Agreement between the Realty Advisory Board on Labor Relations Incorporated and Local 94-94A-94B International Union of Operating Engineers AFL-CIO and (ii) that certain 2016 Commercial Building Agreement and 2016 Contractors Agreement, each between Local 32BJ Service Employees International Union and The Realty Advisory Board on Labor Relations, Inc. no employees of Seller’s property manager or other service providers under the Service Contracts are subject to any union or collective bargaining agreements.

(w) All fixtures, equipment and Personal Property included in this sale are owned by Seller free of all liens and encumbrances, except for the Permitted Exceptions.

(x) Other than as set forth on Schedule 4.01(x), Seller has not commenced any tax assessment reduction proceedings with respect to the Property.

(y) Except with respect to any matter disclosed in any environmental assessment report made available by Seller to Purchaser before the date hereof, to Seller’s knowledge, Seller has not received any written notice from any governmental authority of any violations of any Relevant Environmental Laws with respect to the Property which have not been cured. “Relevant Environmental Laws” shall mean any and all laws, rules, regulations, orders and directives, whether federal, state or local, applicable to the Property or any part thereof with respect to (i) the environmental condition of the Property or any adjacent property, or (ii) any activities conducted on or at the Property, including by way of example and not limitation any such laws, rules, regulations, orders and directives relating to: (A) Hazardous Materials; (B) air emissions, water discharges, noise emissions and any other environmental, health or safety matter; (C) the existence of any underground storage tanks that contained or contain Hazardous Materials; and (D) the existence of PCB contained electrical equipment. “Hazardous Materials” shall mean (1) any solid wastes, toxic or hazardous substances, wastes or contaminants, polychlorinated biphenyls, paint or other materials containing lead, urea formaldehyde foam insulation, radon, asbestos, and asbestos containing material, petroleum product and any fraction thereof and (2) any pathogen, toxin or other biological agent or condition, including but not limited to, any fungus, mold, mycotoxin or microbial volatile organic compound.

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Section 4.02 Purchaser represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:

(a) Purchaser is a company duly organized or formed, validly existing and in good standing under the laws of the State of California.

(b) The execution and delivery of this Contract, the consummation of the transactions contemplated hereby and the performance of Purchaser’s obligations hereunder has been duly authorized by all necessary action on the part of Purchaser, and this Contract constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. The execution and delivery of Purchaser’s Closing Documents, the consummation of the transactions contemplated thereby and the performance of Purchaser’s obligations thereunder will as of the Closing Date be duly authorized by all necessary action on the part of Purchaser, and Purchaser’s Closing Documents will as of the Closing Date constitute the legal, valid and binding obligation of Purchaser, enforceable in accordance with their terms, subject as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.

(c) The execution and delivery of this Contract and Purchaser’s Closing Documents by Purchaser and the consummation by Purchaser of the transactions contemplated hereby and thereby do not and will not, (i) violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental entity, (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of Purchaser, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture or any lease or other agreement or instrument to which Purchaser is a party or by which Purchaser may be bound or (iii) violate or conflict with any law or governmental regulation or permit applicable to Purchaser.

(d) No consent, waiver, approval or authorization is or will be required from any person or entity (that has not already been obtained or that will not be obtained prior to the Closing Date) in connection with the execution and delivery of this Contract and Purchaser’s Closing Documents by Purchaser or the performance by Purchaser of the transactions contemplated hereby and thereby.

(e) Purchaser is not an employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA, nor otherwise a “benefit plan investor” within the meaning of Section 3(42) of ERISA, and Purchaser’s assets do not and will not include “plan assets” within the meaning of 29 CFR 2510.3-101 (as modified by 3(42) of ERISA) subject to ERISA or Section 4975 of the Code. Purchaser is not a “governmental plan” within the meaning of Section 3(32) of ERISA.

(f) Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of ERISA.

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(g) Neither Purchaser nor, to Purchaser’s knowledge, any person or entity who owns an interest in Purchaser or provides funds to Purchaser is or will become a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of OFAC (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is or will engage in any dealings or transactions or be otherwise associated with such persons or entities.

(h) Neither Purchaser nor, to Purchaser’s knowledge, any person or entity who owns an interest in Purchaser or provides funds to Purchaser: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of Anti-Money Laundering Laws; (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws.

(i) Neither Purchaser nor, to Purchaser’s knowledge, any person or entity who owns an interest in Purchaser or provides funds to Purchaser is, (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. Neither Purchaser nor, to Purchaser’s knowledge, any person or entity who owns an interest in Purchaser or provides funds to Purchaser has taken any action, directly or indirectly, that would result in a violation by such person or entity of any applicable anti-bribery law, including but not limited to, the FCPA. Furthermore, Purchaser and, to Purchaser’s knowledge, any person or entity who owns an interest in Purchaser are in compliance with the FCPA and similar laws.

(j) Purchaser is not the subject of any bankruptcy, reorganization, insolvency or similar proceedings, whether voluntary or involuntary, and, to Purchaser’s knowledge, none have been threatened against Purchaser. Purchaser has not made an assignment for the benefit of creditors and no receiver, master, liquidator or trustee has been appointed for Purchaser. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent

Section 4.03

(a) Whenever the phrase “to knowledge” or words of similar import are used in this Contract, such phrase shall be deemed to mean, with respect to Purchaser, solely the actual, present knowledge of Purchaser, without any duty of inquiry or investigation, and, with respect to Seller, will be deemed to mean solely the actual, present knowledge of Samuel Ashner and John Alba (collectively, the “Designated Person”) (who are the persons with the closest knowledge of the operation of the Property), without any duty of inquiry or investigation. References to the “knowledge” of Seller shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any member of Seller, to the property manager of the Property, or to any other officer, director, agent, manager, representative or employee of Seller other than the Designated Person.

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(b) Notwithstanding anything contained in this Contract to the contrary, the representations and warranties of Seller set forth in this Contract and the Seller’s Closing Documents shall survive the Closing until the date that is one hundred twenty (120) days after the Closing Date (the period beginning on the Closing Date and ending on such date being herein called the “Survival Period”). Any claim for breach of such representations brought after Closing shall only be actionable or enforceable if and only if (A) the aggregate amount claimed to have been suffered or sustained by Purchaser is equal to or exceeds One Hundred Thousand Dollars ($100,000.00) (the “Threshold Amount”); provided, however, that once the Threshold Amount has been met, Purchaser shall be entitled to recover from its first dollar of loss, and (B) written notice of such claim is given to Seller before the expiration of the applicable Survival Period. Notwithstanding anything to the contrary set forth in this Contract, Seller’s maximum aggregate liability for damages arising from a breach of Seller’s representations, covenants and obligations set forth in this Contract and in Seller’s Closing Documents shall not exceed Seven Million Eight Hundred Thousand and No/100 Dollars ($7,800,000.00). On the Closing Date, New York REIT, Inc. shall deliver to Purchaser a guaranty in the form attached hereto as Exhibit 4.03(b) (the “Guaranty”) pursuant to which New York REIT, Inc. shall, subject to a “cap, described therein, guaranty Seller’s liability for, among other things, a breach of Seller’s representations as provided in this Section 4.03(b).

(c) The provisions of this Section 4.03 shall survive the Closing.

Section 4.04

(a) SUBJECT TO THE PROVISIONS OF SECTION 14, PURCHASER REPRESENTS, WARRANTS AND AGREES THAT (I) PURCHASER HAS EXAMINED THE PROPERTY AND IS FAMILIAR WITH THE PHYSICAL CONDITION THEREOF AND HAS CONDUCTED SUCH INVESTIGATION OF THE AFFAIRS OF THE PROPERTY AS PURCHASER HAS CONSIDERED APPROPRIATE, (II) NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES HAVE MADE OR WILL MAKE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO PURCHASER, WHETHER EXPRESS OR IMPLIED, AND, IN PARTICULAR, THAT NO SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES HAVE BEEN MADE OR WILL BE MADE WITH RESPECT TO THE PHYSICAL CONDITION OR OPERATION OF THE PROPERTY, THE ACTUAL OR PROJECTED REVENUE AND EXPENSES OF THE PROPERTY, THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE TO THE PROPERTY OR THE COMPLIANCE OF THE PROPERTY THEREWITH, THE QUANTITY, QUALITY OR CONDITION OF THE ARTICLES OF OPERATING EQUIPMENT AND FIXTURES INCLUDED IN THE TRANSACTIONS CONTEMPLATED HEREBY, THE USE OR OCCUPANCY OF THE PROPERTY OR ANY PART THEREOF OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS, AND SOLELY TO THE EXTENT, SPECIFICALLY SET FORTH HEREIN AND IN SELLER’S CLOSING DOCUMENTS, (III) EXCEPT AS, AND SOLELY TO THE EXTENT, SPECIFICALLY SET FORTH HEREIN AND IN SELLER’S CLOSING DOCUMENTS, NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES HAVE MADE OR WILL MAKE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO

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PURCHASER, WHETHER EXPRESS OR IMPLIED, AND, IN PARTICULAR, THAT NO SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES HAVE BEEN MADE OR WILL BE MADE WITH RESPECT TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIALS, DATA OR OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, THE CONTENTS OF SELLER’S BOOKS AND RECORDS, CONTRACTS, ENVIRONMENTAL REPORTS, ENGINEERING REPORTS, PHYSICAL CONDITION SURVEYS, INFORMATIONAL BROCHURES WITH RESPECT TO THE PROPERTY, RENT ROLLS OR INCOME AND EXPENSE STATEMENTS, WHICH SELLER OR ITS REPRESENTATIVES MAY HAVE DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER IN CONNECTION WITH THE PROPERTY AND PURCHASER REPRESENTS, WARRANTS AND AGREES THAT ANY SUCH MATERIALS, DATA AND OTHER INFORMATION DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER ARE DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AS A CONVENIENCE AND ACCOMMODATION ONLY AND EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS, DATA AND OTHER INFORMATION AND HAS ENTERED INTO THIS CONTRACT, AFTER HAVING MADE AND RELIED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION, INSPECTION, ANALYSIS, APPRAISAL, EXAMINATION AND EVALUATION OF THE FACTS AND CIRCUMSTANCES AND (IV) EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN SELLER’S CLOSING DOCUMENTS, PURCHASER HAS NOT RELIED UPON REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES OR UPON ANY STATEMENTS MADE IN ANY INFORMATIONAL BROCHURE WITH RESPECT TO THE PROPERTY AND HAS ENTERED INTO THIS CONTRACT AFTER HAVING MADE AND RELIED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION, INSPECTION, ANALYSIS, APPRAISAL, EXAMINATION AND EVALUATION OF THE FACTS AND CIRCUMSTANCES.

(b) SUBJECT TO SECTION 4, SECTION 8 AND SECTION 14, PURCHASER AGREES TO ACCEPT THE PROPERTY “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” IN ITS PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR, TEAR AND NATURAL DETERIORATION OF THE PROPERTY BETWEEN THE DATE HEREOF AND THE CLOSING DATE WITHOUT ANY REDUCTION IN THE PURCHASE PRICE FOR ANY CHANGE IN SUCH CONDITION BY REASON THEREOF SUBSEQUENT TO THE DATE OF THIS CONTRACT AND FURTHER AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY LATENT OR PATENT DEFECTS IN THE PROPERTY.

(c) Notwithstanding anything to the contrary set forth in this Contract, if prior to the Closing Purchaser has or obtains actual knowledge that any of Seller’s representations or warranties contained herein are untrue in any respect, and Purchaser nevertheless proceeds with the Closing, then, from and after the Closing Date: (i) the breach by Seller of the representations and warranties as to which Purchaser shall have had such knowledge shall be deemed waived by Purchaser, (ii) such representations and warranties shall be deemed modified to conform them to the information that Purchaser shall have knowledge of, and (iii) Seller shall have no liability to Purchaser or its successors or assigns in respect thereof; provided, however, that the foregoing is not intended to limit or impair Purchaser’s rights under Section 14.07 with respect to a breach of any of Seller’s representations or warranties of which Purchaser obtains knowledge after the date hereof but prior to the Closing Date.

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(d) Subject to the provisions of Section 14, Purchaser acknowledges and agrees that it has “signed-off” on market conditions which influence the Property and the value thereof, such as the Property’s competitive position relative to its existing and potential future competitors, market rental rates achievable at the Property, vacancy assumptions, sales prices, credit loss and downtime reserves, projected growth rates (if any) in rents, expenses and/or retail sales, lease cancellation income, HVAC overtime income, profit from tenant electric charges, impact of sale on assessed value, tenant work and leasing fee levels necessary to generate estimated market rents, tenant retention ratios, the need for and amount of any capital reserves, floor area ratio (“FAR”), buildable square footage, zoning, building or development rights, and any other thing or matter whatsoever. Furthermore, Purchaser has satisfied itself as to the Property’s condition, and level of compliance, with respect to the Americans with Disabilities Act and asbestos and asbestos containing materials, and the Purchase Price reflects Purchaser’s views on these issues. FINALLY, PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE DOES NOT BEAR ANY RELATIONSHIP TO AND IS NOT BASED UPON ANY FAR OR SQUARE FOOTAGE STIPULATION OR CALCULATION OF THE PROPERTY OR ANY ZONING, BUILDING OR DEVELOPMENT RIGHTS.

Section 5. Right of Inspection. Until the Closing or earlier termination of this Agreement, Purchaser shall continue to have the right to inspect the Property in accordance with, and subject to the terms and condition of, that certain Access and Confidentiality Agreement, dated October 31, 2017, between Seller and Purchaser.

Section 6. Seller’s Obligations as to Leases

Section 6.01 Between the date of this Contract and the Closing or earlier termination of this Contract, Seller shall not, without Purchaser’s prior written consent, which consent may be withheld in Purchaser’s sole discretion: (a) assign, amend, renew, extend or terminate any Lease; (b) enter into any new lease (or related agreement) or other occupancy agreement with respect to all or any portion of the Property, (c) consent to any assignment, amendment, renewal, extension or termination of any Lease with respect to the Property to the extent such consent is required thereunder, (d) consent to any sublease, assignment or other transfer of a Lease or any portion of the space leased thereunder to the extent such consent is required thereunder, (e) consent to any matters under the Leases to the extent such consent is required thereunder or waive any rights of landlord under the Leases. Seller shall have the right to (i) deliver one or more notices of default and (ii) exercise such remedies as are provided in the Leases (provided that Seller shall keep Purchaser apprised if Seller has done either (i) or (ii)), other than the termination thereof or the application of any lease security deposit, which termination or application shall require Purchaser’s consent, which consent may be withheld in Purchaser’s sole discretion. If Purchaser fails to object to a written request for consent from Seller for a matter set forth in this Section 6.01 within five (5) Business Days after receiving such written request, then Seller may notify Purchaser of its failure to respond by a written notice which must state in bold faced capital letters that “THE FAILURE TO RESPOND TO THIS SECOND REQUEST FOR CONSENT

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WITHIN FIVE (5) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE REQUESTED ACTION”, and must be delivered by Seller in accordance with clause (b) of Section 16 (i.e., both by e-mail and nationally recognized overnight courier service which provides evidence of receipt). If Purchaser fails to object to this second written request for consent then Purchaser shall be deemed to have consented to such proposed matter.

Section 6.02 Seller does not warrant that any Lease will be in force or effect at the Closing or that the any Tenant thereunder will have performed its obligations thereunder. Subject to the rights of Seller set forth in Section 6.01 above, the termination of any Leases prior to the Closing for any or no reason or the existence of any default by any Tenant shall not affect the obligations of Purchaser under this Contract in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser (unless such termination resulted from a default by Seller hereunder, in which case Purchaser shall have the rights and remedies set forth in Section 14.07).

Section 6.03 Seller shall have no obligation to (a) exercise any remedies with respect to a Tenant pursuant to the applicable Lease, (b) terminate any Lease or (c) cause any Tenant to vacate the Property or evict any Tenant.

Section 6.04 Prior to Closing, Seller shall obtain (but without obligation to incur any cost or expense other than its internal cost to prepare the same) and deliver to Purchaser a written estoppel certificate (each, a “Tenant Estoppel”) from each of the Leases set forth on Schedule 6.04 (collectively, the “Major Leases”), duly executed by the Tenant thereunder (each a “Major Tenant”). Purchaser’s obligations under this Contract shall be conditioned upon Purchaser receiving an executed Tennant Estoppel which is a Conforming Estoppel from each Major Tenant. “Conforming Estoppel” shall mean a Tenant Estoppel that (i) (x) is in the form of Exhibit 6.04 or (y) the content of which is in compliance with the such Tenant’s obligations to deliver an estoppel certificate under its Lease, provided that the Tenant certifies in all material respects the matters contained in the form annexed hereto an Exhibit 6.04, in each case dated no earlier than sixty (60) days prior to the Closing Date, and (ii) does not disclose any material claims, disputes or defaults that have not been disclosed by Seller in its representations and warranties hereunder. Seller shall promptly deliver to Purchaser all executed Tenant Estoppels promptly upon receipt (but no later than three (3) Business Days following receipt thereof).

Section 6.05 Upon Purchaser’s request, at Purchaser’s sole cost and expense, and provided that Purchaser prepares the forms of the proposed documents, Seller shall cooperate with Purchaser’s and Purchaser’s lender’s efforts to obtain subordination, non-disturbance and attornment agreements from Tenants for the benefit of Purchaser’s lender; it being understood and acknowledged that the obtaining of any such agreements shall not be a condition to Purchaser’s obligation to close title under this Agreement and the failure to obtain any such agreements shall not be deemed to constitute a breach of any covenant or warranty of any Seller under this Agreement.

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Section 7. Responsibility for Violations

Section 7.01 Subject to the terms of this Section 7.01, all violations of law or municipal ordinances, orders or requirements noted in or issued by the departments of buildings, fire, labor, health or other federal, state, county, city or other departments and governmental agencies having jurisdiction against or affecting the Property (collectively, the “Violations”), noted against the Property prior to the date hereof (collectively, the “Existing Violations”), shall be complied with by Seller, at its sole cost and expense. The Closing shall occur on the Closing Date whether or not Seller has cured the Existing Violations; provided, however, that Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the cost to cure those Existing Violations which have not been complied with on or before the date of closing, which amount shall be determined by Seller, in its reasonable discretion, based upon a proposal prepared by an expeditor chosen by Seller. Subject to the immediately preceding sentence, Purchaser shall accept title to the Property subject to such Existing Violations. The provisions of this Section 7.01 shall survive Closing.

Section 7.02 Subject to the terms of this Section 7.02, and without limiting any of Seller’s obligations under Section 9, any Violations noted against the Property on or after the date hereof (collectively, the “New Violations”) shall be the sole responsibility of Purchaser and Purchaser shall accept title to the Property subject to such New Violations without any abatement of the Purchase Price, except that Seller shall be responsible for any penalties or fines imposed on or before the Closing in connection with any Violations.

Section 7.03 Notwithstanding anything to the contrary set forth herein, Seller shall not be responsible to cure any violations which are the responsibility of a Tenant to cure.

Section 8. Fire Damage or Condemnation

Section 8.01 In the event of any damage to or destruction of the Property by fire or other casualty (a “Casualty Loss”) or any taking, or pending or written threat of a taking, temporary or permanent, of all or any portion of the Property by right of eminent domain (a “Condemnation Loss”) between the date of this Contract and Closing, the parties agree that the provisions of any statute, law or ordinance (including, without limitation, Section 5-1311 of the General Obligations Law of the State of New York) to the contrary notwithstanding, Purchaser’s obligation to consummate the transaction covered by this Contract shall be governed by the provisions of Section 8.02 and Section 8.03.

Section 8.02 If such Casualty Loss affects all or a material portion of the Property (as defined below), Purchaser shall have the option to cancel this Contract by giving Seller written notice of cancellation not later than ten (10) days after Purchaser has received notice of such Casualty Loss from Seller (TIME BEING OF THE ESSENCE), in which event the Downpayment (and any interest earned thereon, if any) shall be returned to Purchaser and Purchaser and Seller shall have no further obligation or liability hereunder except for any obligation or liability expressly provided herein to survive a termination of

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this Contract. In the event that (a) Purchaser does not elect to cancel this Contract pursuant to the terms of this Section 8.02 or (b) such Casualty Loss affects an immaterial portion (i.e. anything other than a material portion) of the Property, Purchaser shall not be excused from performing its obligations under this Contract, and Seller shall, at its option, either repair the Property in a manner reasonably satisfactory to Purchaser or assign to Purchaser at Closing, all of Seller’s right, title and interest in or to any proceeds payable under Seller’s insurance policy. A material portion of the Property shall be deemed affected by such Casualty Loss if the cost to repair such Casualty Loss as reasonably estimated by Seller’s engineer, exceeds the sum of Forty Million and No/100 Dollars ($40,000,000.00).

Section 8.03 If such Condemnation Loss affects all or a material portion of the Property, Purchaser shall have the option to cancel this Contract by giving Seller written notice of cancellation not later than ten (10) days after Purchaser receives notice of such Condemnation Loss from Seller (TIME BEING OF THE ESSENCE), in which event the Downpayment (and any interest earned thereon, if any) shall be returned to Purchaser and Purchaser and Seller shall have no further obligation or liability hereunder except for any obligation or liability expressly provided herein to survive a termination of this Contract. In the event that (a) Purchaser does not elect to cancel this Contract pursuant to the terms of this Section 8.03, or (b) such Condemnation Loss affects an immaterial portion (i.e., anything other than a material portion) of the Property, Purchaser shall not be excused from performing its obligations under this Contract, the Purchase Price shall be unaffected and Seller shall assign to Purchaser at the Closing, all of Seller’s right, title and interest in or to any award or awards which Seller shall be entitled to receive as a result of such taking. A “material portion” of the Property shall be deemed affected by such Condemnation Loss if the taking exceeds twenty percent (20%) of the rentable square footage of the Property.

Section 8.04 Seller shall notify Purchaser of any Casualty Loss or Condemnation Loss within five (5) Business Days of Seller’s knowledge thereof.

Section 8.05 Seller shall maintain or cause to be maintained in full force and effect until the Closing the insurance policies, if any, it is now maintaining with respect to the Property.

Section 8.06 Upon the occurrence of a Casualty Loss or a Condemnation Loss, Seller and Purchaser shall cooperate reasonably and in good faith to negotiate, compromise or contest the obtaining of any insurance proceeds and/or any condemnation awards.

Section 9. Covenants of Seller.

Section 9.01 Seller covenants that between the date of this Contract and the Closing or earlier termination of this Contract, subject to the terms of this Contract, Seller shall operate and maintain the Property in substantially the same manner as heretofore operated and maintained by Seller and in compliance in all material respects with the Leases.

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Section 9.02 Seller covenants that between the date of this Contract and the Closing or earlier termination of this Contract, without the prior written consent of Purchaser, Seller shall not (a) create any additional encumbrances or grant any additional easements or other covenants and restrictions, other than the Permitted Exceptions, on the Property, (b) make any material alterations or additions to the Property, or undertake any capital improvements or capital repairs or replacements at the Property, except as required by applicable law or the Leases, (c) settle or institute any legal, arbitration or other proceedings affecting the Property (other than with respect to the Leases, subject to the terms of Section 6), (d) consent to the settlement or institution of any legal, arbitration or other proceedings affecting the Property (other than with respect to the Leases, subject to the terms of Section 6), or (d) amend, renew, extend or terminate any Assumed Service Contracts, consent to any matters under such Service Contracts to the extent such consent is required thereunder, or enter into any Service Contract or other agreement that will be binding on Purchaser following the Closing. If Purchaser fails to object to a written request for consent from Seller for a matter set forth in this Section 9.02 within five (5) Business Days after receiving such written request, then Seller may notify Purchaser of its failure to respond by a written notice which must state in bold faced capital letters that “THE FAILURE TO RESPOND TO THIS SECOND REQUEST FOR CONSENT WITHIN FIVE (5) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE REQUESTED ACTION”, and must be delivered by Seller in accordance with clause (b) of Section 16 (i.e., both by e-mail and nationally recognized overnight courier service which provides evidence of receipt). If Purchaser fails to object to this second written request for consent then Purchaser shall be deemed to have consented to such proposed matter.

Section 9.03 Seller covenants that between the date of this Contract and the Closing or earlier termination of this Contract, Seller shall not convey any zoning, building or development rights to any third party.

Section 9.04 At the request of Purchaser, Seller shall request that, and shall use reasonable efforts to cause, the existing mortgage encumbering the Property to be assigned to Purchaser’s mortgage lender at Closing in the manner similar to that in which existing mortgage loans are customarily assigned to new lenders in New York commercial real estate transactions; provided, that the same shall be at no cost or expense to Seller and Purchaser shall pay Seller’s reasonable and actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the preparation of any documents relating to such assignment. Notwithstanding the foregoing, Purchaser acknowledges that the cooperation of the existing mortgagee in assigning such mortgage is not a condition to Closing hereunder. In addition, in no event shall the Closing be conditioned upon the Purchaser obtaining financing for the purchase of the Property.

Section 9.05 No later than five (5) Business Days following the date hereof, Purchaser shall notify Seller in writing of the existing Service Contracts that Purchaser elects to assume at Closing (the “Assumed Service Contracts”). Seller shall assign its interest in such Assumed Service Contracts to Purchaser at Closing, and Seller shall terminate all Service Contracts that are not Assumed Service Contracts effective on or prior to the Closing Date by notice sent to the service provider thereunder on or before the Closing Date. Notwithstanding the foregoing, (a) Seller shall not be obligated to assign any Assumed Service Contract which requires the consent of the counterparty thereto if Seller is unable to obtain such consent by Closing and (b) all such Assumed Service Contracts for which the applicable counterparty’s requisite consent is not obtained by Closing (i) shall not be assigned to, and assumed by, Purchaser at the Closing as may otherwise be contemplated hereby and (ii) shall be terminated by Seller in compliance with this Section 9.05.

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Section 9.06 Seller shall use commercially reasonable efforts to obtain reliance letters for the benefit of Purchaser, in forms reasonably acceptable to Purchaser, in respect of the Phase I environmental report and property condition report made available by Seller to Purchaser in Seller’s due diligence data site.

Section 10. Seller’s Closing Obligations

At the Closing, Seller shall deliver to Purchaser and/or the Title Company, as applicable, the following documents duly executed and, where appropriate, acknowledged by Seller, and the following other items (the documents and other items described in this Section 10 which are to be delivered at Closing are collectively referred to as “Seller’s Closing Documents”):

Section 10.01 A Bargain and Sale Deed Without Covenant Against Grantor’s Act for the Property in the form attached as Exhibit 10.01 in proper form for recording.

Section 10.02 Tax returns for the Property in respect of the New York State Real Estate Transfer Tax (the “TP-584”) and the New York City Real Property Tax (the “NYC-RPT”) or completion of any such forms provided by the Title Company to Seller which are necessary for the Title Company to so complete the TP-584 and NYC-RPT.

Section 10.03 A Real Property Transfer Tax Report for the Property (the “RP-5217NYC”) or completion of any such forms provided by the Title Company to Seller which are necessary in order for the Title Company to so complete the RP-5217NYC.

Section 10.04 A Non-Multiple Dwelling Affidavit.

Section 10.05 A Bill of Sale in the form attached as Exhibit 10.05.

Section 10.06 An Assignment and Assumption of the Leases in the form attached as Exhibit 10.06.

Section 10.07 To the extent the same are in the possession or under the control of Seller or Seller’s property manager, an original executed counterpart of each Lease and any guaranties thereof (or copies thereof to the extent executed original counterparts are not in Seller’s or its affiliates’ or property manager’s possession or control), and all security deposits theretofore paid in cash to Seller, to the extent held by Seller at the time of Closing, together with an accounting certified by Seller, of the disposition, if any, of such security deposits, and any security deposits issued in the form of a letter of credit amended or assigned pursuant to the terms of Section 13.09.

Section 10.08 A notice letter to the Tenants under the Leases in the form attached as Exhibit 10.08.

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Section 10.09 A settlement statement reflecting payments and adjustments pursuant to this Contract.

Section 10.10 To the extent they are then in Seller’s or Seller’s property manager’s possession or control and not posted at the Property, the Licenses and Permits, together with an Assignment and Assumption of Licenses and Permits in the form attached as Exhibit 10.10.

Section 10.11 An owner’s title affidavit in the form attached hereto as Exhibit 10.11 and such other information and documentation as the Title Company shall reasonably require in order to issue a policy of title insurance to Purchaser as required pursuant to this Contract and to consummate the transactions contemplated by this Contract.

Section 10.12 A FIRPTA Affidavit in the form attached as Exhibit 10.12.

Section 10.13 Copies of all warranties and guaranties, if any, in Seller’s possession covering the fixtures and other property which are included in the sale.

Section 10.14 An Assignment and Assumption of Warranties and Guaranties in the form attached as Exhibit 10.14.

Section 10.15 Copies of Seller’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Seller as true, correct and complete, which evidence and certify that the execution and delivery by Seller of this Contract, the Seller’s Closing Documents and any other documents set forth herein have been duly authorized by all necessary action of Seller and that this Contract, the Seller’s Closing Documents and such other documents have been duly executed and delivered by Seller.

Section 10.16 The Tenant Estoppels required pursuant to Section 6.04.

Section 10.17 Evidence that Seller has terminated as of the Closing Date the existing property management agreement for the Property and each of the Service Contracts which are not Assumed Service Contracts.

Section 10.18 A certificate from Seller, in the form of Exhibit 10.18, restating, as of the Closing Date, the representations made by Seller in Section 4.01, except that Seller, in such certificate may modify the representations made by Seller in Section 4.01(l) through (y) to reflect facts and circumstances which exist on and as of the Closing Date but only to the extent that the same shall have occurred by reason of changed facts or circumstances first arising after the date hereof which pursuant to this Contract are not prohibited to have occurred and did not arise by reason of a breach of any covenant made by Seller under this Contract, it being understood that nothing contained in this Section 10.18 shall relieve Seller of its obligation to comply with all covenants of Seller expressly set forth herein.

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Section 10.19 An Assignment and Assumption of Service Contracts in the form attached hereto as Exhibit 10.19 and, to the extent in Seller’s possession, a copy of each Service Contract which is being assigned to Purchaser.

Section 10.20 An invoice marked paid executed by Seller’s Broker with respect to all amounts due to Seller’s Broker in connection with the transactions contemplated by this Contract.

Section 10.21 Keys to locks at the Property in the possession or control of Seller or its affiliates or property manager.

Section 10.22 A true, correct and complete copy an updated rent roll with respect to the Property, including a list of all arrearages under the Leases and any prepaid rents or credits which reduce future rents under the Leases, as of a date that is no earlier than the last day of the month preceding the month in which the Closing Date occurs.

Section 10.23 Any other documents required by this Contract to be delivered by Seller or that may be reasonably requested by the Title Company in order to consummate the transactions contemplated by this Contract.

Section 11. Purchaser’s Closing Obligations

At the Closing, Purchaser shall deliver to Seller or the Title Company the following documents duly executed and, where applicable, acknowledged by Purchaser, and the following items (the documents and other items described in this Section 11 which are to be delivered at Closing are collectively referred to as “Purchaser’s Closing Documents”):

Section 11.01 That portion of the Purchase Price payable at the Closing, as adjusted pursuant to the terms of this Contract.

Section 11.02 Counterparts of the documents described in Section 10.06, Section 10.10, Section 10.14, and Section 10.19.

Section 11.03 Completion of the TP-584, NY-RPT and RP-5217NYC or any such forms provided by the Title Company to Purchaser which are necessary for the Title Company to so complete the TP-584, NYC-RPT and RP-5217NYC.

Section 11.04 Copies of Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by the Purchaser of this Contract, the Purchaser’s Closing Documents and any other documents set forth herein have been duly authorized by all necessary action of Purchaser and that this Contract, the Purchaser’s Closing Documents and such other documents have been duly executed and delivered by Purchaser.

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Section 11.05 A certificate, from Purchaser, restating as of the Closing Date, the representations made by Purchaser in Section 4.02, in the form attached hereto as Exhibit 11.05.

Section 11.06 A receipt for the security deposits transferred to Purchaser.

Section 11.07 A settlement statement reflecting payments and adjustments pursuant to this Contract.

Section 11.08 Any other documents required by this Contract to be delivered by Purchaser or that may be reasonably requested by the Title Company in order to consummate the transactions contemplated by this Contract.

Section 12. Closing Costs.

Section 12.01 Seller shall pay the cost of any transfer tax or sales tax imposed by the State of New York and the City of New York upon the conveyance of the Property pursuant hereto, the attorneys’ fees of Seller and all other costs and expenses incurred by Seller in closing and consummating the sale of the Property pursuant hereto. Purchaser shall pay title insurance costs and premiums, survey fees, recordation fees, escrow fees, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in closing and consummating the purchase and sale of the Property pursuant hereto. The provisions of this Section 12 shall survive Closing.

Section 13. Apportionments at Closing.

Section 13.01 The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date:

13.01.1 prepaid rents and additional rents;

13.01.2 real estate taxes, water rates and charges, sewer taxes and rents and vault taxes and charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Property, apportionment at the Closing shall be as specified in Section 13.04;

13.01.3 annual license, permit and inspection fees, if any;

13.01.4 electricity charges which are supplied to the Property;

13.01.5 maintenance and operating supplies stored at the Property and where applicable, in unopened containers or in unbroken boxes, at Seller’s cost therefor;

13.01.6 fuel, if any, then stored at the Property on the basis of Seller’s last cost therefor, as evidenced by a written statement of Seller’s fuel oil supplier; and

13.01.7 charges under the Service Contracts being assigned at Closing.

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Section 13.02 If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing.

Section 13.03 If any Tenant is in arrears in the payment of rent on the Closing Date, rents received from such Tenant after the Closing shall be applied in the following order of priority: (a) first to the month in which the Closing occurred; (b) then to any month or months following the month in which the Closing occurred; and (c) then to the period prior to the month in which the Closing occurred. If rents or any portion thereof received by Seller or Purchaser after the Closing are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys’ fees, costs and expenses of collection thereof, shall be promptly paid to the other party. Following the Closing, Purchaser hereby agrees to bill Tenants for all rents and charges as provided by their respective Leases, and Purchaser shall use commercially reasonable efforts to collect any and all rents and charges due pursuant thereto; it being understood that Purchaser shall have no obligation to terminate any Lease or institute any collection actions for Tenant’s failure to pay such rents and charges. In addition, nothing contained herein shall be construed to prohibit Seller from bringing or pursuing any action for money damages against any Tenant after the Closing by reason of such Tenant’s failure to pay rent or charges for any period prior to Closing; provided, however, that Seller shall not seek to terminate the applicable Lease or evict the applicable Tenant; and provided, further, that Seller shall keep Purchaser advised of any such actions commenced by it.

Section 13.04 Seller shall furnish readings of the water, gas and electric meters located on the Property, if any, other than meters measuring the computation of utilities which are the direct responsibility of any Tenant, to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and Seller or Purchaser, as the case may be, shall promptly make a payment to the other based upon such recalculation.

Section 13.05 If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by Seller or Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then paid to any Tenant at the Property who is entitled to the same and the balance, if any, shall be paid to Seller (for the period prior to the Closing Date) and to Purchaser (for the period commencing with the Closing Date). In addition, (a) Seller shall have the exclusive right, at its option, to prosecute to completion any and all tax certiorari proceedings with respect to the Property relating to any fiscal year

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ending prior to the fiscal year in which the Closing occurs, (b) Purchaser shall have the exclusive right, at its option, to commence tax certiorari proceedings with respect to the Property for relating to any fiscal year commencing with the fiscal year in which the Closing occurs and (c) if any tax certiorari proceedings relating to the fiscal year in which the Closing occurs are pending at the time of the Closing, then Purchaser shall have the right to continue to prosecute and/or settle the same, provided, however, that Purchaser shall not settle any such proceeding without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall reasonably cooperate with Purchaser in connection with the prosecution of any such tax reduction proceedings. Seller shall be entitled to receive all refunds and credits payable with respect thereto for any period prior to the Closing Date. Purchaser shall promptly pay to Seller any and all such refunds and credits it shall receive with respect to such periods prior to the Closing Date in compliance with this Section 13.05.

Section 13.06 If at the Closing Date the Property or any part thereof shall be or shall have been affected by any special or general assessment or assessments of real property taxes which are or may become payable in installments, Seller shall pay or cause to be paid the unpaid installments of such assessments due prior to the Closing Date and Purchaser shall pay or cause to be paid all installments which are due on or after the Closing Date. The current installments shall be apportioned at the Closing.

Section 13.07 Purchaser shall be responsible for payment of all Tenant Inducement Costs and leasing commissions which become due and payable (whether before or after Closing), (i) as a result of any renewals or expansions of existing Leases, approved or deemed approved by Purchaser pursuant to Section 6 between the date hereof and the Closing Date or (if the landlord has no approval right) which are exercised under any existing Leases from and after the date hereof, and (ii) under any new Leases, approved or deemed approved in accordance with Section 6, entered into between the date hereof and the Closing Date. Seller shall be responsible for the payment of all Tenant Inducement Costs and leasing commissions which become due and payable (whether before or after Closing) as a result of the execution of any Lease prior to the date hereof or as a result of any renewal or expansion of any existing Leases executed prior to the date hereof, and Purchaser shall be credited at the Closing for the amount of any such Tenant Inducement Costs and leasing commissions not paid as of the Closing. If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes thereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the Tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs and moving, design and refurbishment allowances. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and Purchaser shall bear such loss from and after the Closing Date.

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Section 13.08 In the event the apportionments herein provided which are to be made at the Closing result in a credit balance (a) to Purchaser, such sum shall be paid at the Closing by giving Purchaser a credit against the balance of the Purchase Price in the amount of such credit balance or (b) to Seller, Purchaser shall pay the amount thereof to Seller at the Closing.

Section 13.09 If a Tenant has deposited with Seller a letter of credit as security for the performance of such Tenant’s obligations under the applicable Lease, Seller shall use commercially reasonable efforts to cause such Tenant to cause the bank which issued such letter of credit to issue an amendment to such letter of credit or issue a new letter of credit naming Purchaser as the beneficiary thereunder effective as of the Closing Date. Any fees imposed by the issuing banks or other issuers of any letters of credit in connection with the endorsement, assignment or re-issuance thereof shall be borne by Seller at or prior to the Closing. In addition, to the extent that such amendment or new letter of credit has not been effected at or before Closing, Seller shall deliver to Purchaser at Closing the originals of such letters of credit, together with instruments of assignment of Seller’s interest under such letter of credit at Closing, in form and substance reasonably acceptable to Seller and Purchaser, and duly executed draw requests, in blank, with respect thereto. If Seller is unable to provide for the transfer of Seller’s interest in any letter of credit at or prior to Closing, then (a) Seller shall cooperate with Purchaser in arranging for the assignment to Purchaser of the beneficiary’s interest under such letter of credit (or the re-issuance to Purchaser of such letter of credit) promptly following Closing and (b) if requested by Purchaser, upon the default by a Tenant under its Lease, Seller shall present the letter of credit for payment and promptly remit ay such funds to Purchaser and Purchaser shall indemnify Seller for, and hold Seller harmless against, any and all loss, liability and/or reasonable costs or expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Seller in connection with such payment.

Section 13.10 The provisions of this Section 13 shall survive the Closing.

Section 14. Objections to Title, Failure of Seller or Purchaser to Perform and Vendees’ Lien

Section 14.01 Purchaser acknowledges that it has received and reviewed a title report from STIC with a title number of TA17(01)556 and an effective date of September 18, 2017 (the “Title Report”) and a survey of the Property last updated by Harwood Surveying on October 25, 2017 (the “Survey”) and, prior to the date hereof, Seller has received true, correct and complete copies thereof. Purchaser hereby accepts the form and substance of the pro forma title insurance policy attached hereto as Exhibit 14.01, and all matters shown on the Survey, as Permitted Exceptions; provided, however, in no event shall any Required Removal Exceptions constitute Permitted Exceptions. Purchaser shall have the right to have title and survey re-examined by the Title Company prior to Closing and shall provide any update to the Title Report or the Survey obtained by Purchaser to Seller, together with a written statement of Purchaser’s objections to any encumbrance on the Property that was not disclosed in the Title Report or the Survey obtained by Purchaser prior to the date hereof that does not fall within any category of Permitted Exceptions (any such encumbrance, a “Gap Title Objection”), within five (5) Business Days of the date such update was received by Purchaser (but in no event later than Closing). Purchaser’s failure to timely deliver written notice of any Gap Title Objections in accordance with the immediately preceding sentence shall constitute a waiver by Purchaser of any objections raised in the

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applicable update. If Seller shall be unable or unwilling to cure any Gap Title Objections or any other title or survey conditions that are not Permitted Exceptions at or prior to Closing such that Seller is unable to convey title to the Property at the Closing in accordance with the provisions of this Contract, then Purchaser, nevertheless, may elect to accept such title to the Property as Seller may be able to convey without any credit against the monies payable at the Closing and without any liability on the part of Seller, but the foregoing shall not permit Seller to refuse to, and Seller shall, discharge or remove of record, or cause to be paid, discharged or removed of record, at Seller’s sole cost and expense, all of the following items at or prior to Closing (collectively, “Required Removal Exceptions”): (a) mortgages granted by Seller encumbering Seller’s interest in the Property, (b) liens and other encumbrances which Seller has knowingly and intentionally placed or consented to be placed on the Property after the effective date of the Title Report, and (c) other liens and judgments against Seller or encumbering the Property (including judgment liens, mechanics’ liens, and federal, state and municipal tax liens) that are in liquidated amounts and which may be satisfied solely by the payment of money (unless any of the foregoing are the responsibility of any Tenant to pay or discharge pursuant to its Lease). For the avoidance of doubt, Seller shall not be required to clear from title any items for which any Tenant is responsible to pay or discharge pursuant to its Lease. If Purchaser shall not so elect to accept such title with respect to the Property, Purchaser may terminate this Contract only by written notice to Seller and thereafter the Downpayment (and any interest earned thereon, if any) shall be returned to Purchaser and Purchaser and Seller shall have no further obligation or liability hereunder except for any obligation or liability expressly provided herein to survive a termination of this Contract. The failure of Seller to discharge or remove of record, or cause to be paid, discharged or removed of record any Required Removal Exceptions shall be considered a material default by Seller hereunder entitling Purchaser to the remedies set forth in Section 14.07. Except in connection with Required Removal Exceptions, Seller shall not be required to bring any action or proceeding or to incur any expense to cure any title or survey matter. The cost of discharging or removing of record any title or survey matters that Seller elects or is required to discharge or remove pursuant to this Contract, including without limitation, recording or filing any instruments necessary for the same, shall be the responsibility of Seller and may be paid out of the proceeds of the monies payable at the Closing. The parties hereto hereby agree that STIC shall be a co-insurer with respect to fifty percent (50%) of the title insurance related to this Contract and any loan policy purchased by Purchaser on behalf of its mortgage lender with respect to the Property. If the Title Company and STIC, as co-insurer, are willing to insure Purchaser and Purchaser’s mortgage lender, if any, in a manner reasonably satisfactory to Purchaser and acceptable to Purchaser’s lender, that any charges, liens or encumbrances will not be collected out of or enforced against the Property, Seller shall have the right in lieu of payment and discharge to deposit with the Title Company such funds or assurances or to pay such special or additional premiums as the Title Company and STIC may require in order to so insure; provided, that, subject to Seller’s obligations under this Section 14.01, if Purchaser or Purchaser’s lender does not approve the same, Purchaser’s sole remedy shall be to terminate this Contract, in which event, the Downpayment shall be returned to Purchaser, and thereafter Purchaser and Seller shall have no further obligation or liability under this Contract, except for any obligation or liability expressly provided herein to survive a termination of this Contract. In such case the charges, liens and encumbrances with respect to which the Title Company has agreed so to insure shall not be considered Required Removal Exceptions.

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Section 14.02 Purchaser’s obligation to close the transactions contemplated by this Contract is conditioned on all of the following (in addition to any other conditions expressly set forth in this Contract):

(a) Except as otherwise specifically provided herein, all representations and warranties made by Seller in this Contract shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of such date, subject to updates which are specifically permitted herein pursuant to Section 10.18.

(b) Seller shall have performed and observed in all material respects all covenants and agreements in this Contract to be performed and observed by Seller (including, without limitation, having delivered Seller’s Closing Documents in accordance with Section 10).

(c) There shall exist no pending action, suit or proceeding before or by any court, governmental authority or administrative agency which seeks to restrain or prohibit this Contract or the consummation of the transactions contemplated hereby other than any such pending action, suit or proceeding brought, filed, initiated or joined by Purchaser or any affiliate of Purchaser.

(d) The Title Company and STIC, as co-insurer, shall have irrevocably committed in writing to issue to Purchaser an extended standard coverage ALTA owner’s form title policy with New York standard endorsement modifications for the Property in the amount of the Purchase Price insuring that fee simple title to the Property is vested in Purchaser, subject only to the Permitted Exceptions.

(e) Seller shall not be the subject of any bankruptcy, reorganization, insolvency or similar proceedings, whether voluntary or involuntary, and shall not have made an assignment for the benefit of creditors.

(f) Seller shall have delivered to Purchaser the Tenant Estoppels required in compliance with Section 6.04.

If any of the conditions in this Section 14.02 are not satisfied or have not been waived by Purchaser as of the Closing Date, then Purchaser shall have the right to terminate this Contract by written notice to Seller on the Closing Date. If Purchaser terminates this Contract in accordance with the foregoing, (a) this Contract shall be null and void and of no further force or effect except for those terms, provisions and/or covenants which are expressly provided herein to survive a termination of this Contract, and (b) Seller shall promptly direct Deposit Escrow Agent to refund the Downpayment (and any interest earned thereon, if any) to Purchaser.

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Section 14.03 Seller’s obligation to close the transactions contemplated by this Contract is conditioned on all of the following (in addition to any other conditions expressly set forth in this Contract):

(a) All representations and warranties made by Purchaser in this Contract shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of such date.

(b) Purchaser shall have performed and observed in all material respects all covenants and agreements in this Contract to be performed and observed by Purchaser (including, without limitation, having delivered Purchaser’s Closing Documents in accordance with Section 11).

(c) There shall exist no pending action, suit or proceeding before or by any court, governmental authority or administrative agency which seeks to restrain or prohibit this Contract or the consummation of the transactions contemplated hereby other than any such pending action, suit or proceeding brought, filed, initiated or joined by Seller or any affiliate of Seller.

(d) Purchaser shall not be the subject of any bankruptcy, reorganization, insolvency or similar proceedings, whether voluntary or involuntary, and shall not have made an assignment for the benefit of creditors.

If any of the conditions in this Section 14.03 are not satisfied or have not been waived by Seller as of the Closing Date, then Seller shall have the right to terminate this Contract by written notice to Purchaser on the Closing Date. Subject to the provisions of the immediately succeeding sentence, if Seller terminates this Contract in accordance with the foregoing, this Contract shall be null and void and of no further force or effect except for those terms, provisions and/or covenants which are expressly provided herein to survive a termination of this Contract and Seller shall promptly direct Deposit Escrow Agent to refund the Downpayment (and any interest earned thereon, if any) to Purchaser. Further, if the failure of such condition results from a default by Purchaser under this Contract, then in lieu of terminating this Contract pursuant to this Section 14.03, Seller may elect to proceed pursuant to Section 14.04.

Section 14.04 If Purchaser shall default in the performance of its obligation to close on the Closing Date under this Contract, the parties hereto agree that the damages that Seller shall sustain as a result thereof shall be substantial but shall be difficult and possibly impossible to ascertain. Consequently, upon such default by Purchaser hereunder, the sole remedy of Seller shall be to elect to either (a) waive such default and proceed to close the transactions contemplated by this Contract without adjustment to the Purchase Price or (b) terminate this Contract and retain the Downpayment and the accrued interest thereon, if any, as liquidated damages for all loss, damage and expense suffered by Seller, including, without limitation, the loss of its bargain. In the event that Seller elects to terminate this Contract and retain the Downpayment and accrued interest thereon in accordance with this Section 14.04, neither Seller nor Purchaser shall thereafter have any further liability or obligation to the other, or any other rights hereunder, except for those terms, provisions and/or covenants which are expressly provided herein to survive a termination of this Contract.

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Section 14.05 Purchaser shall have a vendee’s lien against the Property (which is subject to the Contract) for the amount of the Downpayment, but such lien shall not continue after default by Purchaser under this Contract and election by Seller to exercise its remedies under Section 14.04(b) above.

Section 14.06 TIME IS OF THE ESSENCE WITH RESPECT TO THE DATES SET FORTH IN THIS CONTRACT, which shall mean that a party to this Contract is obligated to fulfill its obligations with respect to the matter discussed by the date indicated and no adjournment of such date shall be permitted, reasonable or otherwise, without the consent of the other party.

Section 14.07 In the event that prior to the consummation of the Closing Seller defaults in its material obligations hereunder and Seller is unable or unwilling to cure such default, Purchaser’s sole and exclusive remedy shall be either (a) to seek specific performance by Seller of its obligations hereunder; provided, however, that Seller shall not be required to take any actions or incur any expenses to cure such defaults except as otherwise set forth in this Contract, (b) to waive such default and proceed to close the transactions contemplated by this Contract without adjustment to the Purchase Price, or (c) to terminate this Contract and obtain the return of the Downpayment and any interest earned thereon, if any (and the parties shall jointly instruct Deposit Escrow Agent to promptly deliver said funds to Purchaser), and in the case of Seller’s Willful Default, Seller shall also reimburse Purchaser for Purchaser’s out-of-pocket costs, in an amount not to exceed $750,000.00, incurred in connection with Purchaser’s due diligence of the Property and the negotiation of this Agreement, and upon such return and payment, this Contract shall be deemed terminated and neither Seller nor Purchaser shall have any further liability or obligation to the other or any other rights hereunder, except for those terms, provisions and/or covenants which are expressly provided herein to survive a termination of this Contract. Purchaser shall make its election between clauses (a), (b) and (c) of this Section 14.07 by written notice to Seller given not later than ten (10) days after Purchaser obtains knowledge of such default. If Purchaser shall fail to give such written notice as aforesaid, it shall be deemed to have elected clause (b) above. “Seller’s Willful Default” shall mean Seller’s willful refusal to perform its obligation to convey the Property to Purchaser in accordance with terms of this Contract. The provisions of this Section 14.07 shall survive the Closing or earlier termination of this Contract.

Section 15. Broker

Section 15.01 Seller represents and warrants to Purchaser that it has not hired, retained or dealt with any advisor, broker, finder, consultant or intermediary in connection with the negotiation, execution and delivery of this Contract or the transactions contemplated hereby other than CBRE, Inc. and Easdil Secured LLC (collectively, the “Seller’s Broker”). Seller shall pay or cause to be paid on or prior to the Closing Date any amounts due to the Seller’s Broker pursuant to a separate agreement. Seller shall indemnify, defend and hold Purchaser harmless from and against any liability arising out of any claim that the forgoing representation and warranty is untrue and any claim made by the Seller’s Broker in connection with the transactions contemplated by this Contract. Notwithstanding anything in the foregoing to the contrary, Seller shall have the right to retain or engage any other consultants or advisors, so long as Seller shall pay any amounts due to such consultants and/or advisors and indemnify, defend and hold Purchaser harmless from and against any liability arising out of any claim made by such consultants and/or advisors.

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Section 15.02 Purchaser represents and warrants to Seller that it has not hired, retained or dealt with any advisor, broker, finder, consultant or intermediary in connection with the negotiation, execution and delivery of this Contract or the transactions contemplated hereby other than the Seller’s Broker. Purchaser shall indemnify, defend and hold Seller harmless from and against any liability arising out of any claim that the forgoing representation and warranty is untrue. Notwithstanding anything in the foregoing to the contrary, Purchaser shall have the right to retain or engage any other consultants or advisors, so long as Purchaser shall pay any amounts due to such consultants and/or advisors and indemnify, defend and hold Seller harmless from and against any liability arising out of any claim made by such consultants and/or advisors.

Section 15.03 The provisions of this Section 15 shall survive the Closing and any termination of this Contract.

Section 16. Notices

Section 16.01 All notices to be given hereunder shall and may be sent by a party hereto or counsel for such party (a) by nationally recognized overnight courier which provides evidence of receipt or (b) by e-mail, so long as a second copy of such notice is also sent via the method described in clause (a), and shall be deemed given one (1) Business Day after delivery to such nationally recognized overnight courier if sent pursuant to clause (a) or on the day of delivery of the e-mail if sent prior to 5:00 p.m. New York time on a Business Day (otherwise, the next Business Day) pursuant to clause (b), addressed to the parties as follows:

If to Seller:

ARC NY1440BWY1, LLC

c/o Winthrop REIT Advisors, LLC

7 Bulfinch Place, Suite 500

P.O. Box 9507

Boston, MA 02114

Attention: John Garilli

Email: jgarilli@nyrt.com

With a copy to:

ARC NY1440BWY1, LLC

c/o Winthrop REIT Advisors, LLC

40 West 57^th Street, Suite 1620

New York, New York 10019

Attention: Wendy A. Silverstein

Email: wsilverstein@nyrt.com

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With a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: Steven M. Herman, Esq.

Email: steven.herman@cwt.com

If to Purchaser:

CIM Group Acquisitions, LLC

4700 Wilshire Blvd.

Los Angeles, CA 90010

Attention: Jordan Dembo, General Counsel

Email: jdembo@cimgroup.com

and

CIM Group Acquisitions, LLC

4700 Wilshire Blvd.

Los Angeles, CA 90010

Attention: Doug Faron, Vice President

Email: dfaron@cimgroup.com

With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Harris B. Freidus

E-mail: hfreidus@paulweiss.com

If to Deposit Escrow Agent:

Stewart Title Guaranty Company

929 Kings Highway East, 3^rd Floor

Fairfield, Connecticut 06825

Attention: Laura L. Curley

Email: lcurley@stewart.com

Section 17. Limitations on Survival

Section 17.01 Except as otherwise provided in this Contract, no representations, warranties, covenants, indemnities, obligations or liabilities of Seller set forth in this Contract shall survive the Closing, and no action based thereon shall be commenced after the Closing.

Section 17.02 The delivery of the deed by Seller, and the acceptance thereof by Purchaser, shall be deemed to be the full performance and discharge of every obligation on the part of the parties to be performed hereunder, except those obligations specifically set forth herein to survive the Closing.

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Section 18. Governing Law

Section 18.01 This Contract shall be governed by, and construed in accordance with, the internal laws of the State of New York (without giving regard to principles of conflict of laws) pursuant to Section 5-1401 of the New York General Obligations Law.

Section 19. Captions

Section 19.01 The captions in this Contract are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Contract or any of the provisions hereof.

Section 20. Successors and Assigns

Section 20.01 This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 20.02 Neither party hereto may assign its respective rights and obligations hereunder, in whole or in part, without the prior written consent of the other party hereto. Any assignment in violation of this Section 20.02 shall be deemed null and void, ab initio. Notwithstanding the foregoing, Purchaser shall have the right to assign this Agreement to an affiliate for the purposes of such affiliate taking title to the Property at the Closing, provided that Purchaser shall not be released from its liability hereunder in connection with or as a result of any such assignment to such affiliate.

Section 21. Taxpayer Identification Numbers

Section 21.01 Seller’s Federal Tax Identification Number is 35-2486835.

Section 21.02 Purchaser’s Federal Tax Identification Number is 90-0422230.

Section 22. Possession

Section 22.01 Possession of the Property shall be delivered in “as is” condition on the Closing Date, subject to all occupancies and tenancies pursuant to the Leases.

Section 23. Miscellaneous Provisions

Section 23.01 This Contract embodies and constitutes the entire understanding between the parties with respect to the transactions contemplated herein, and all prior agreements, understandings, representations and statements, oral or written, are merged into this Contract.

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Section 23.02 Neither this Contract nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.

Section 23.03 This Contract shall not be binding or effective until properly executed and delivered by Seller and Purchaser.

Section 23.04 As used in this Contract, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, as the context may require. The term “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday on which Citibank, N.A. is not open for general business in the State of New York.

Section 23.05 If the provisions of any schedule or rider to this Contract are inconsistent with the provisions of this Contract, the provisions of such schedule or rider shall prevail.

Section 23.06 This Contract may be executed in two or more counterparts, which together shall constitute one integrated document. Delivery of a signature to this Contract by .pdf, .jpeg, .TIFF or other form of electronic mail attachment shall be effective as delivery of a manually executed counterpart hereof prior to and in the absence of manual delivery.

Section 23.07 Except as may be required by law, neither Purchaser nor Seller shall issue or cause the publication of any press release or other public announcement, or cause, permit or suffer any other disclosure which sets forth the terms of the transaction contemplated hereby to any party without first obtaining the written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the above, Purchaser may, without Seller’s prior approval, disclose the terms of this transaction to its Purchaser’s members, investors, prospective investors, employees, counsel, advisors, accountants, lenders or prospective lenders. Purchaser hereby acknowledges and agrees that Purchaser has approved the press release and 8-K which Seller intends to release upon execution of this Contract.

Section 23.08 If any term or provision of this Contract or the application thereof to any persons, entities or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Contract or the application of such term or provision to persons, entities or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Contract shall be valid and enforceable to the fullest extent permitted by law.

Section 23.09 Subject to Section 14.01, all premiums and fees for title examination and title insurance obtained by Purchaser, if any, and all related charges and survey costs in connection therewith shall be paid at the Closing by Purchaser. No portion of the Purchase Price hereunder shall be allocated to personal property. The provisions of this Section 23.09 shall survive the Closing.

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Section 23.10 In the event either party hereto fails to perform any of its obligations under this Contract or in the event a dispute arises concerning the meaning or interpretation of any provision of this Contract, the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses reasonably incurred by the other party in enforcing or establishing its rights hereunder, including, without being limited to, court costs and reasonable attorneys’ fees.

Section 23.11 All recitals to and all Schedules and Exhibits referred to in or attached to this Contract are hereby incorporated herein and made a part hereof as fully as if set forth herein. All references in this Contract to Articles, Sections, Schedules and Exhibits are to the Articles and Sections hereof and the Schedules and Exhibits annexed hereto.

Section 23.12 The representations, warranties and agreements of the parties contained herein are intended solely for the benefit of the parties to whom such representations, warranties or agreements are made, and shall confer no rights hereunder, whether legal or equitable, in any other party, and no other party shall be entitled to rely thereon.

Section 23.13 SELLER AND PURCHASER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER OR ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CONTRACT.

Section 23.14 All judicial proceedings brought against Seller or Purchaser with respect to this Contract shall be brought in any state or federal court of competent jurisdiction in the State of New York, County of New York and City of New York, pursuant to Section 5-1402 of the New York General Obligations Law, and by execution and delivery of this Contract, each of Seller and Purchaser accepts, for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Contract from which no appeal has been taken or is available. Each of Seller and Purchaser irrevocably waives any objection, including any objection of the laying of venue or based on the grounds of forum non conveniens, that it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Neither Seller nor Purchaser shall be entitled to any immunity whatsoever, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce the obligations or liabilities hereunder. Seller and Purchaser each acknowledge that to the extent any of its property should at any time acquire any immunity, it hereby irrevocably waives such right to immunity in respect of any actions or proceedings, wherever brought, in respect of the obligations or liabilities hereunder. Seller and Purchaser each agrees that service of process upon such party at the address for such party set forth in the Preamble of this Contract and written notice of said service mailed or delivered to such party in the manner provided in Section 16 shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding in the State of New York. Each of Seller and Purchaser shall give prompt notice to the other party of any change in the address for such party set forth herein.

-32-

Section 23.15 Neither Seller nor Purchaser may record this Contract. ALL RECORDING OFFICERS ARE HEREBY DIRECTED THAT THE RECORDATION OF THIS CONTRACT IS EXPRESSLY PROHIBITED BY ITS TERMS. To the extent that any such filing or recordation is made in violation of this Contract, Purchaser shall indemnify Seller against any damages incurred by Seller in connection therewith. The provisions of this Section 23.15 shall survive the termination of this Contract.

-33-

IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.

SELLER:
ARC NY1440BWY1, LLC
By:	ARC NY1440BWY1 Mezz, LLC, its sole member
	By:	New York Recovery Operating Partnership, L.P., its sole member
		By:	New York REIT, Inc., its general partner
			By:
				Name: Wendy Silverstein
				Title: CEO

[Signature Page to Contract of Sale]

PURCHASER: CIM GROUP ACQUISITIONS, LLC
By:
	Name: Title:

[Signature Page to Contract of Sale]

Acknowledgment by Deposit Escrow Agent:

The undersigned Deposit Escrow Agent

hereby acknowledges the provisions

of Section 2.03 of this Contract to be

performed by Deposit Escrow Agent.

STEWART TITLE GUARANTY COMPANY
By:
	Name:
	Title:

[Signature Page to Contract of Sale]

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Wendy Silverstein, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of New York REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 9th day of November, 2017	/s/ Wendy Silverstein
	Wendy Silverstein
	Chief Executive Officer and President
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, John Garilli, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of New York REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 9th day of November, 2017	/s/ John Garilli
	John Garilli
	Chief Financial Officer, Treasurer and Secretary
	(Principal Financial Officer and Principal Accounting Officer)

EX-32

Exhibit 32

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The undersigned, who are the Chief Executive Officer and Chief Financial Officer of New York REIT, Inc. (the “Company”), each hereby certify as follows:

The Quarterly Report on Form 10-Q of the Company which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, and all information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 9th day of November, 2017	/s/ Wendy Silverstein
	Wendy Silverstein
	Chief Executive Officer and President
	(Principal Executive Officer)
	/s/ John Garilli
	John Garilli
	Chief Financial Officer, Treasurer and Secretary
	(Principal Financial Officer and Principal Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 31, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Trading Symbol	NYRT
Entity Registrant Name	NEW YORK REIT, INC.
Entity Central Index Key	0001474464
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		167,928,730

XML

Consolidated Statement of Net Assets $ in Thousands	Sep. 30, 2017 USD ($)
Liquidation Value [Member]
Assets
Investments in real estate	$ 3,401,961
Cash and cash equivalents	93,300
Restricted cash held in escrow	20,478
Accounts receivable	7,722
Other assets	500
Total Assets	3,523,961
Liabilities
Mortgage notes payable	1,925,767
Liability for estimated costs in excess of estimated receipts during liquidation	234,720
Liability for non-controlling interests	8,605
Accounts payable, accrued expenses and other liabilities	23,200
Related party fees payable	49
Total Liabilities	2,192,341
Commitments and Contingencies
Net assets in liquidation	$ 1,331,620

XML

Consolidated Balance Sheet $ in Thousands	Dec. 31, 2016 USD ($)
Real estate investments, at cost:
Land	$ 477,171
Buildings, fixtures and improvements	1,176,152
Acquired intangible assets	132,348
Total real estate investments, at cost	1,785,671
Less accumulated depreciation and amortization	(210,738)
Total real estate investments, net	1,574,933
Cash and cash equivalents	45,536
Restricted cash	3,058
Investment in unconsolidated joint venture	190,585
Derivatives, at fair value	165
Tenant and other receivables	3,904
Receivable for mortgage proceeds	260,000
Unbilled rent receivables	52,620
Prepaid expenses and other assets	15,061
Deferred costs, net	6,518
Total Assets	2,152,380
Liabilities and Equity
Mortgage notes payable, net of deferred financing costs	1,107,526
Market lease intangibles, net	65,187
Derivatives, at fair value	74
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $455 as of December 31, 2016)	33,364
Deferred revenue	4,548
Dividend payable	12
Total Liabilities	1,210,711
Preferred stock
Common stock, $0.01 par value; 300,000,000 shares authorized, 167,066,364 shares issued and outstanding at December 31, 2016	1,671
Additional paid-in capital	1,445,092
Accumulated other comprehensive loss	(713)
Accumulated deficit	(515,073)
Total stockholders' equity	930,977
Non-controlling interests	10,692
Total equity	941,669
Total liabilities and equity	2,152,380
Convertible Preferred Stock [Member]
Liabilities and Equity
Preferred stock

XML

Consolidated Balance Sheet (Parenthetical) $ in Thousands	Dec. 31, 2016 USD ($) $ / shares shares
Due to affiliates | $	$ 455
Preferred stock, par value | $ / shares	$ 0.01
Preferred stock, shares authorized	40,866,376
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value | $ / shares	$ 0.01
Common stock, shares authorized	300,000,000
Common stock, shares issued	167,066,364
Common stock, shares outstanding	167,066,364
Convertible Preferred Stock [Member]
Preferred stock, par value | $ / shares	$ 0.01
Preferred stock, shares authorized	9,133,624
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

XML

Consolidated Statements of Changes in Net Assets - Liquidation Value [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Net assets in liquidation, beginning of period	$ 1,547,052	$ 1,552,926
Changes in net assets in liquidation
Changes in liquidation value of investments in real estate	(142,230)	(144,730)
Remeasurement of assets and liabilities	(74,029)	(77,283)
Remeasurement of non-controlling interest	827	707
Changes in net assets in liquidation	(215,432)	(221,306)
Net assets in liquidation, end of period	$ 1,331,620	$ 1,331,620

XML

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Revenues:
Rental income	$ 30,267	$ 89,045
Hotel revenue	7,098	18,487
Operating expense reimbursement and other revenue	3,895	10,360
Total revenue	41,260	117,892
Operating expenses:
Property operating	11,539	31,994
Hotel operating	6,856	19,710
Operating fees incurred from the Advisor	3,500	9,624
Transaction related	11,623	18,233
Impairment loss on real estate investment	27,911	27,911
General and administrative	1,760	(975)
Depreciation and amortization	16,305	50,117
Total operating expenses	79,494	156,614
Operating loss	(38,234)	(38,722)
Other income (expenses):
Interest expense	(8,875)	(27,913)
Income from unconsolidated joint venture	711	2,556
Income from preferred equity investment	3	24
Gain on sale of real estate investments, net		6,630
Loss on derivative instruments	(12)	(370)
Total other expenses	(8,173)	(19,073)
Net loss	(46,407)	(57,795)
Net loss attributable to non-controlling interests	1,140	1,475
Net loss attributable to stockholders	(45,267)	(56,320)
Other comprehensive income (loss):
Unrealized gain (loss) on derivatives	660	(318)
Total other comprehensive income (loss)	660	(318)
Comprehensive loss attributable to stockholders	$ (44,607)	$ (56,638)
Basic and diluted weighted average common shares outstanding	165,384,074	164,700,025
Basic and diluted net loss per share attributable to stockholders	$ (0.27)	$ (0.34)
Dividends declared per common share	$ 0.12	$ 0.35

XML

Consolidated Statement of Changes in Equity - 9 months ended Sep. 30, 2016 - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Non-controlling Interests [Member]	Parent [Member]
Beginning Balance at Dec. 31, 2015	$ 1,034,740	$ 1,626	$ 1,403,624	$ (1,237)	$ (369,273)	$ 57,529	$ 1,092,269
Beginning Balance, Share at Dec. 31, 2015		162,529,811
OP units converted to common stock	30,798	$ 33	30,765			(30,798)
OP units converted to common stock, Share		3,336,430
Equity-based compensation and redemption of vested shares	255		255			(10,892)	(10,637)
Equity-based compensation and redemption of vested shares, Share		(11,015)
Dividends declared on common stock and distributions to non-controlling interest holders	(56,917)				(56,917)	(1,824)	(58,741)
Net loss	(56,320)				(56,320)	(1,475)	(57,795)
Other comprehensive loss	(318)			(318)			(318)
Ending Balance at Sep. 30, 2016	$ 952,238	$ 1,659	$ 1,434,644	$ (1,555)	$ (482,510)	$ 12,540	$ 964,778
Ending Balance, Share at Sep. 30, 2016		165,855,226

XML

Consolidated Statement of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (57,795)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	50,117
Amortization of deferred financing costs	6,627
Accretion of below- and amortization of above-market lease liabilities and assets, net	(4,908)
Equity-based compensation	(10,467)
Loss on derivative instruments	370
Income from unconsolidated joint venture	(2,556)
Gain on sale of real estate investment, net	(6,630)
Impairment loss on real estate	27,911
Bad debt expense	262
Changes in assets and liabilities:
Tenant and other receivables	(1,454)
Unbilled rent receivables	(8,338)
Prepaid expenses, other assets and deferred costs	(1,659)
Accrued unbilled ground rent	2,058
Accounts payable and accrued expenses	2,663
Deferred revenue	790
Net cash used in operating activities	(3,009)
Cash flows from investing activities:
Proceeds from sale of real estate investments and redemption of preferred equity investment	35,429
Capital expenditures	(15,979)
Distributions from unconsolidated joint venture	27,509
Net cash provided by investing activities	46,959
Cash flows from financing activities:
Payments on mortgage notes payable	(19,069)
Payment of financing costs	(1,647)
Dividends paid	(56,927)
Distributions to non-controlling interest holders	(1,824)
Redemption of restricted shares	(170)
Restricted cash	(3,076)
Net cash used in financing activities	(82,713)
Net decrease in cash and cash equivalents	(38,763)
Cash and cash equivalents, beginning of period	98,604
Cash and cash equivalents, end of period	59,841
Supplemental disclosures:
Cash paid for interest	21,221
Non-cash investing and financing activities:
Dividends payable	17
Accrued capital expenditures	860
Conversion of OP units to common stock	$ 30,798

XML

Organization

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Note 1 — Organization

New York REIT, Inc. (the “Company”) was incorporated on October 6, 2009 as a Maryland corporation that qualified as a real estate investment trust for U.S. federal income tax purposes (“REIT”) beginning with its taxable year ended December 31, 2010. On April 15, 2014, the Company listed its common stock on the New York Stock Exchange (“NYSE”) under the symbol “NYRT.”

The Company purchased its first property and commenced active operations in June 2010. As of September 30, 2017, the Company owned 18 properties, aggregating 4.2 million rentable square feet, with an average occupancy of 94.8%. The Company’s portfolio primarily consists of office and retail properties, representing 89% and 8%, respectively, of rentable square feet as of September 30, 2017. The Company also owns a hotel and several parking garages. Properties other than office and retail spaces represent 3% of rentable square feet.

Substantially all of the Company’s business is conducted through its operating partnership, New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”). The Company’s only significant asset is the general partnership interests it owns in the OP and assets held by the Company for the use and benefit of the OP.

On August 22, 2016, the Company’s Board of Directors (the “Board”) approved a plan of liquidation to sell in an orderly manner all or substantially all of the assets of the Company and its OP and to liquidate and dissolve the Company and the OP (the “Liquidation Plan”), subject to stockholder approval. The Liquidation Plan was approved at a special meeting of stockholders on January 3, 2017.

The Company has no employees. Prior to March 8, 2017, the Company retained (i) New York Recovery Advisors, LLC (the “Former Advisor”) to manage its affairs on a day-to-day basis and (ii) New York Recovery Properties, LLC (the “ARG Property Manager”) to serve as the Company’s property manager, except for properties where services were performed by a third party. The Former Advisor and ARG Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”), (the “Sponsor”).

On March 8, 2017, the Company transferred all advisory duties from the Former Advisor to Winthrop REIT Advisors, LLC (the “Winthrop Advisor”) and property management services with respect to properties managed by ARG Property Manager were transferred to Winthrop Management, L.P. (the “Winthrop Property Manager”).

XML

Liquidation Plan

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidation Plan

Note 2 — Liquidation Plan

The Liquidation Plan, as amended by the Board of Directors in accordance with the terms of the Liquidation Plan, provides for an orderly sale of the Company’s assets, payment of the Company’s liabilities and other obligations and the winding up of operations and final dissolution of the Company. The Company is not permitted to make any new investments except to exercise its option (the “WWP Option”) to purchase additional equity interests in its WWP Holdings, LLC venture (“Worldwide Plaza”), enter into the transaction relating to Worldwide Plaza pursuant to the Membership Interest Purchase Agreement with a purchaser, a joint venture between an affiliate of SL Green Realty Corp. and a private equity fund sponsored by RXR Realty LLC or to make protective acquisitions or advances with respect to its existing assets (see Note 6). The Company is permitted to satisfy any existing contractual obligations and fund required tenant improvements and capital expenditures at its real estate properties, including real estate properties owned by joint ventures in which the Company owns an interest.

The Liquidation Plan enables the Company to sell any and all of its assets without further approval of the stockholders and provides that liquidating distributions be made to the stockholders as determined by the Board. Pursuant to applicable REIT rules, the Company must complete the disposition of its assets by January 3, 2019, two years after the date the Liquidation Plan was approved by the stockholders, in order to deduct liquidating distributions as dividends. To the extent that all of the Company’s assets are not sold by such date, the Company intends to satisfy the requirement by transferring any remaining assets and liabilities to a liquidating entity.

The dissolution process and the amount and timing of distributions to stockholders involves risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will be ultimately distributed to stockholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets.

The Company expects to continue to qualify as a REIT throughout the liquidation until such time as any remaining assets, if any, are transferred into a liquidating entity. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT status, provided however, the Board may elect to terminate the Company’s status as a REIT if it determines that such termination would be in the best interest of the stockholders.

The Board may terminate the Liquidation Plan without stockholder approval only (i) if the Board approves the Company entering into an agreement involving the sale or other disposition of all or substantially all of the assets or common stock by merger, consolidation, share exchange, business combination, sale or other transaction involving the Company or (ii) if the Board determines, in exercise of its duties under Maryland law, after consultation with the Winthrop Advisor, if applicable, or other third party experts familiar with the market for Manhattan office properties, that an adverse change in the market for Manhattan office properties has occurred and reasonably would expect it to adversely affect continuing with the Liquidation Plan. Notwithstanding approval of the Liquidation Plan by the stockholders, the Board may amend the Liquidation Plan without further action by the stockholders to the extent permitted under the current law.

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

Pre Plan of Liquidation

The accompanying unaudited consolidated interim financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation.

These consolidated financial statements should be read in conjunction with the historical comparative audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2017.

Post Plan of Liquidation

Liquidation Basis of Accounting

As a result of the approval of the Liquidation Plan by the stockholders, the Company adopted the liquidation basis of accounting as of January 1, 2017 and for the periods subsequent to December 31, 2016 in accordance with GAAP. Accordingly, on January 1, 2017, the carrying value of the Company’s assets were adjusted to their liquidation value, which represents the estimated amount of cash that the Company will collect on disposal of assets as it carries out its liquidation activities under the Liquidation Plan. The current estimate of net assets in liquidation has been calculated based on undiscounted cash flow projections that all the properties will be sold by March 31, 2018 except for the remaining interest in Worldwide Plaza. The Company projects that the remaining interest in Worldwide Plaza will be sold approximately during the fourth quarter of 2021. The actual timing of sales has not yet been determined and is subject to future events and uncertainties. These estimates are subject to change based on the actual timing of future asset sales. The liquidation value of the Company’s investment in real estate is based on expected sales proceeds presented on an undiscounted basis. Estimated costs to dispose of assets have been presented separately from the related assets. Liabilities are carried at their contractual amounts due as adjusted for the timing and other assumptions related to the liquidation process.

The Company accrues costs and revenues that it expects to incur and earn as it carries out its liquidation activities through the end of the projected liquidation period to the extent it has a reasonable basis for estimation. Estimated costs expected to be incurred through the end of the liquidation period include budgeted property expenses and corporate overhead, costs to dispose of the properties, mortgage interest expense, costs associated with satisfying known and contingent liabilities and other costs associated with the winding up and dissolution of the Company. Revenues are based on in-place leases plus management’s estimates of revenue upon re-lease based on current market assumptions. These amounts are classified as a liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets. Actual costs and revenues may differ from amounts reflected in the financial statements due to the inherent uncertainty in estimating future events. These differences may be material. See Note 4 for further discussion. Actual costs incurred but unpaid as of September 30, 2017 are included in accounts payable, accrued liabilities and other liabilities on the Consolidated Statement of Net Assets.

Investments in real estate at September 30, 2017 are based on estimated sales values and presented on an undiscounted basis and excludes any future market value increase in from the planned capital improvement investments in Worldwide Plaza during the period prior to the commencement of liquidation activities. The Company’s current estimate of the liquidation value of investments in real estate includes WorldWide Plaza at 1.725 billion which is based on a current market transaction associated with the Company’s sale of a 48.7% interest in the property on October 18, 2017 as discussed in Note (6). Pursuant to the Company’s joint venture agreement with SL Green Corp and RXR Realty LLC, the Company and its partners have committed to additionally invest approximately $165 million on a prorata basis to fund capital improvement budget as determined in the agreement.

As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income, a Consolidated Statement of Changes in Equity or a Consolidated Statement of Cash Flows. These statements are only presented for prior year periods.

Use of Estimates

Certain of the Company’s accounting estimates are particularly important for an understanding of the Company’s financial position and results of operations and require the application of significant judgment by management. As a result, these estimates are subject to a degree of uncertainty. The Company is required to estimate all costs and revenue it expects to incur and earn through the end of liquidation including the estimated amount of cash it expects to collect on the disposal of its assets and the estimated costs to dispose of its assets. All of the estimates and evaluations are susceptible to change and actual results could differ materially from the estimates and evaluations.

Revenue Recognition

Under liquidation accounting, the Company has accrued all revenue that it expects to earn through the end of liquidation to the extent it has a reasonable basis for estimation. Revenues are accrued based on contractual amounts due under the leases in place over the estimated hold period of each asset. These amounts are classified in liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets.

In accordance with liquidation accounting, as of January 1, 2017, tenant and other receivables were adjusted to their net realizable values. Management continually reviews tenant and other receivables to determine collectability. Any changes in the collectability of the receivables is reflected in the net realizable value of the receivable.

The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. Contingent rental income is not contemplated under liquidation accounting unless there is a reasonable basis to estimate future receipts.

Investments in Real Estate

As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value upon sale, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash the Company expects to collect on the disposal of its assets as it carries out the liquidation activities of its Liquidation Plan. The liquidation value of the Company’s investments in real estate are presented on an undiscounted basis. Estimated revenue during the period following the commencement of liquidation through the expected sale date and costs to dispose of these assets are presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in the Company’s net assets in liquidation presented on an undiscounted basis.

The liquidation value of investments in real estate is based on a number of factors including discounted cash flow and direct capitalization analyses, detailed analysis of current market comparables and broker opinions of value, and binding purchase offers to the extent available. The liquidation value for our remaining investment in Worldwide Plaza, subsequent to October 18, 2017, is based on the value of the Company’s recent sale of a 48.7% interest in the property.

Amortization

Under liquidation accounting, intangible assets and liabilities are included in the liquidation value of investments in real estate and are no longer amortized.

Derivative Instruments

The Company uses derivative financial instruments to hedge the interest rate risk associated with a portion of its borrowings. The principal objective of such agreements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

As these instruments will not be converted into cash or other consideration, derivative financial instruments have been valued at $0 as of January 1, 2017 in accordance with liquidation accounting. These financial instruments are still in place and effective as of September 30, 2017.

Restricted Cash

Restricted cash primarily consists of maintenance, real estate tax, structural and debt service reserves.

Recent Accounting Pronouncement

There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting.

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Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

9 Months Ended

Sep. 30, 2017

Text Block [Abstract]

Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

Note 4 — Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation. The Company currently estimates that it will have costs in excess of estimated receipts during the liquidation. These amounts can vary significantly due to, among other things, the timing and estimates for executing and renewing leases, estimates of tenant improvement costs, the timing of property sales, direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding up of operations. These costs are estimated and are anticipated to be paid out over the liquidation period.

Upon transition to the liquidation basis of accounting on January 1, 2017, the Company accrued the following revenues and expenses expected to be earned or incurred during liquidation (in thousands):

	Amount
Rents and reimbursements	$	102,309
Hotel revenues		25,261
Property operating expenses		(27,006	)
Hotel operating expense		(21,467	)
Interest expense		(39,756	)
General and administrative expenses		(40,124	)
Capital expenditures		(8,274	)
Sales costs		(69,524	)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(78,581	)

The change in the liability for estimated costs in excess of estimated receipts during liquidation as of September 30, 2017 is as follows (in thousands):

				Net Change			Remeasurement
				in Working			of Assets and
	January 1, 2017			Capital (1)			Liabilities			Consolidation (2)			September 30, 2017
Assets:
Estimated net inflows from investments in real estate	$	58,303		$	(73,071	)	$	(77,736	)	$	(1,572	)	$	(94,076	)
Liabilities:
Sales costs		(69,524	)		4,708			3,972			(57,334	)		(118,178	)
Corporate expenditures		(67,360	)		48,413			(3,519	)		—			(22,466	)
		(136,884	)		53,121			453			(57,334	)		(140,644	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(78,581	)	$	(19,950	)	$	(77,283	)	$	(58,906	)	$	(234,720	)

(1) Represents changes in cash, restricted cash, accounts receivable, accounts payable and accrued expenses as a result of the Company’s operating activity for the period ended September 30, 2017.

(2) Represents adjustments necessary to reflect the consolidation of Worldwide Plaza following the Company’s acquisition of an additional 49.9% equity interest on June 1, 2017. (See Note 6).

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Net Assets in Liquidation

9 Months Ended

Sep. 30, 2017

Text Block [Abstract]

Net Assets in Liquidation

Note 5 — Net Assets in Liquidation

The following is a reconciliation of Total Equity under the going concern basis of accounting as of December 31, 2016 to net assets in liquidation presented on an undiscounted basis under the liquidation basis of accounting as of January 1, 2017 (in thousands):

Total Equity as of December 31, 2016	$	941,669
Increase due to estimated net realizable value of investments in real estate		382,985
Increase due to estimated net realizable value of investments in unconsolidated joint venture		319,548
Decrease due to write off of unbilled rent receivables		(52,620	)
Increase due to write off of market lease intangibles		65,187
Decrease due to write-off of assets and liabilities		(25,262	)
Liability for estimated costs in excess of estimated receipts during liquidation		(78,581	)
Adjustment to reflect the change to the liquidation basis of accounting		611,257
Estimated value of net assets in liquidation as of January 1, 2017	$	1,552,926

Net assets in liquidation, which are presented on an undiscounted basis, decreased by $215.4 million and $221.3 million during the three and nine months ended September 30, 2017. The current net assets in liquidation includes Worldwide Plaza valued at $1.725 billion. The decrease during the quarter ended September 30, 2017 is primarily the result of (i) a $75.5 million net decrease in liquidation values due to the realized sales of 245-249 West 17^th Street (“Twitter”), 218 West 18^th Street (“Red Bull”), 229 West 36^th Street and 256 West 38^th Street and a signed contract for sale for 1440 Broadway, (ii) a $63.7 million net decrease in estimated liquidation values of the remaining portfolio, (iii) a $75.5 million decrease in the Company’s investment in Worldwide Plaza which includes estimated debt defeasance costs of $108.3 million, net of mortgage debt premium of $22.0 million and changes in estimated cash flow during the holding period recognized in the financial statements of $10.8 million, and (iv) a net decrease of $0.7 million related to other cumulative adjustments related to changes in debt costs and adjustments to holding periods.

The decrease during the nine months ended September 30, 2017 is primarily the result of (i) a $78.0 million net decrease in liquidation values due to the realized sales of 50 Varick Street, 245-249 West 17^th Street (Twitter), 218 West 18^th Street (Red Bull), 229 West 36^th Street and 256 West 38^th Street and a signed contract for sale for 1440 Broadway, (ii) a $63.7 million net decrease in estimated liquidation values of the remaining portfolio, (iii) a $75.5 million decrease in the Company’s investment in Worldwide Plaza which includes estimated debt defeasance costs of $108.3 million net of mortgage debt premium amortization of $22.0 million and changes in estimated cash flow during the holding period of $10.8 million, and (v) a net decrease of $4.1 million related to other cumulative adjustments related to changes in debt costs and adjustments to holding periods.

A summary of the change in net asset value for the nine months ended September 30, 2017 is as follows:

Property sales and signed contracts for property sales	$	(77,958	)
Property value changes due to softening of market		(63,730	)
Worldwide Plaza		(75,534	)
Adjustments for closing costs, debt costs and holding periods		(4,084	)
Change in net asset value	$	(221,306	)

The net assets in liquidation at September 30, 2017, presented on an undiscounted basis, include Worldwide Plaza of $1.725 billion based a recent sale of a 48.7% interest in the property discussed in Note 6. There is inherent uncertainty with these projections, and they could change materially based on the timing of the sales, the performance of the underlying assets and any changes in the underlying assumptions of the projected cash flows.

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Real Estate Investments

9 Months Ended

Sep. 30, 2017

Real Estate [Abstract]

Real Estate Investments

Note 6 — Real Estate Investments

2017 Activity

50 Varick — property sale – On August 7, 2017, the Company sold to an independent third party our 50 Varick Street office property in Manhattan, New York for a gross sales price of $135.0 million. The property was part of the collateral for the $760.0 million POL Loans (see Note 7). In connection with the sale, the Company paid down $78.1 million of debt as required under the POL Loans. After satisfaction of debt, pro-rations and closing costs the Company received net proceeds of approximately $49.1 million. The estimated liquidation value of the property was $137.5 million at January 1, 2017 and was adjusted to $135.0 million at June 30, 2017 based on the contract sale price.

245-249 West 17^th Street and 218 West 18^th Street – property sale – On September 25, 2017, the Company entered into a contract to sell to an independent third party the 245-249 West 17^th Street (Twitter) and 218 West 18^th Street (Red Bull) office properties in Manhattan, New York for a gross sales price of $514.1 million. The sale was completed on October 11, 2017. The properties were part of the collateral for the $760.0 million POL Loans. In connection with the sale, the Company paid down $347.9 million of debt as required under the POL Loans (see Note 7). After satisfaction of debt, pro-rations and closing costs the Company received net proceeds of approximately $146.2 million. The estimated liquidation values of the properties were $532.6 million at January 1, 2017 and June 30, 2017. The estimated liquidation value of these properties were adjusted down to $514.1 million as of September 30, 2017 to reflect the contracts for sale.

229 West 36^th Street and 256 West 38^th Street – contract for sale – Subsequent to September 30, 2017, the Company entered into a contract to sell to an independent third party the 229 West 36^th Street and 256 West 38^th Street office properties in Manhattan, New York for a gross sales price of $155.9 million. The sale was completed on November 6, 2017. The 229 West 36^th Street property is part of the collateral for the $760.0 million POL Loans. In connection with the sale, the Company paid down $66.1 million of debt as required under the POL Loans (see Note 7). The 256 West 38^th Street property is also encumbered by $24.5 million mortgage loan which was satisfied in full upon the sale of the property. After pay down of debt under the POL Loans, satisfaction of the mortgage debt, pro-rations and closing costs, the Company received net proceeds of approximately $58.8 million. The estimated liquidation value of the properties were $152.4 million at January 1, 2017 and June 30, 2017 and were adjusted to $155.9 million at September 30, 2017 based on the contract sale price.

1440 Broadway – contract for sale – Subsequent to September 30, 2017, the Company entered into a contract to sell to an independent third party the 1440 Broadway office property in Manhattan, New York for a gross sales price of $520.0 million. The 1440 Broadway property is encumbered by $305.0 million mortgage loan which will be satisfied in full upon the sale of the property. The estimated liquidation value of the property was $582.8 million at January 1, 2017 and June 30, 2017 and was adjusted to $520.0 million at September 30, 2017 based on the contract sale price. If consummated, the sale of the property is expected to close in the fourth quarter of 2017.

Worldwide Plaza Transactions

On October 30, 2013, the Company purchased a 48.9% equity interest in Worldwide Plaza for a contract purchase price of $220.1 million, based on the property value at that time for Worldwide Plaza of $1.3 billion less $875.0 million of debt on the property.

On June 1, 2017, the Company acquired an additional 49.9% equity interest on exercise of the WWP Option pursuant to the Company’s rights under the joint venture agreement of Worldwide Plaza for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property. The Company’s joint venture partner exercised its right to retain 1.2% of the aggregate membership interests in Worldwide Plaza. Following the exercise of the option, the Company now owns a total equity interest of 98.8% in Worldwide Plaza. As a result, the Company consolidates Worldwide Plaza as of June 1, 2017. In accordance with GAAP, the Company initially recorded the Worldwide Plaza debt at its fair value of $897.0 million on its consolidated statement of net assets.

On October 18, 2017, the Company sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR Realty LLC based on the underlying property value of $1.725 billion. In conjunction with the equity sale, there was a concurrent $1.2 billion refinancing of the existing Worldwide Plaza debt. The Company received cash at closing of approximately $446.5 million from the sale and excess proceeds from the financing, net of closing costs, including, $108.3 million of defeasance and prepayment costs. The new debt on Worldwide Plaza bears interest at a blended rate of approximately 3.98% per annum, requires monthly payments of interest only and matures in November 2027. The Company has set aside $90.7 million of the proceeds in a separate account to fund future capital improvements to Worldwide Plaza.

The following table presents future minimum base cash rental payments due to the Company, subsequent to September 30, 2017. These amounts exclude contingent rental payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.

	Future Minimum
(In thousands)	Base Cash Rental Payments
October 1, 2017 - December 31, 2017	$	56,002
2018		223,899
2019		219,700
2020		222,546
2021		217,461
Thereafter		1,234,961
Total	$	2,174,569

Based on the Company’s anticipated holding period for each property, the Company has accrued approximately $69.6 million, of the contractual base cash rental payments, excluding reimbursements.

The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent as of September 30, 2017 and 2016:

		September 30,
Property Portfolio	Tenant	2017			2016
Worldwide Plaza	Cravath, Swaine & Moore, LLP		25	%		16	%(1)
Worldwide Plaza	Nomura Holdings America, Inc.		16	%		11	%(1)

(1) Calculated based on the Company’s prorata share of base rent for 2016.

The termination, delinquency or non-renewal of any of the above tenants may have a material adverse effect on the Company’s operations.

Intangible Assets and Liabilities

Under the liquidation basis of accounting, intangible assets and liabilities are considered in the liquidation value of investments in real estate and are no longer amortized. Acquired intangible assets and liabilities as of December 31, 2016 consisted of the following:

	December 31, 2016
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets:
In-place leases	$	108,253	$	36,645	$	71,608
Other intangibles		3,804		750		3,054
Above-market leases		20,291		5,036		15,255
Total acquired intangible assets	$	132,348	$	42,431	$	89,917
Intangible lease liabilities:
Below-market leases	$	75,484	$	26,864	$	48,620
Above-market ground lease liability		17,968		1,401		16,567
Total market lease intangibles	$	93,452	$	28,265	$	65,187

The following table discloses amounts recognized within the consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2016 (on a going concern basis) related to amortization of in-place leases and other intangibles, amortization and accretion of above- and below-market lease assets and liabilities, net and the amortization of above-market ground lease, for the period presented:

	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2016			September 30, 2016
Amortization of in-place leases and other intangibles (1)	$	2,608		$	8,415
Amortization and (accretion) of above- and below-market leases, net (2)	$	(1,455	)	$	(4,571	)
Amortization of above-market ground lease (3)	$	(112	)	$	(337	)

(1) Reflected within depreciation and amortization expense.

(2) Reflected within rental income.

(3) Reflected within hotel expenses.

Real Estate Sales — 2016

During the nine months ended September 30, 2016, the Company sold its properties located at 163-30 Cross Bay Boulevard in Queens, New York (“Duane Reade”), 1623 Kings Highway in Brooklyn, New York (“1623 Kings Highway”) and 2061-2063 86th Street in Brooklyn, New York (“Foot Locker”). The following table summarizes the properties sold during the nine months ended September 30, 2016.

Property	Borough		Disposition Date		Contract Sales Price		Gain on Sale (1) (2)
					(in thousands)		(in thousands)
Duane Reade		Queens		February 2, 2016	$	12,600	$	126
1623 Kings Highway		Brooklyn		February 17, 2016		17,000		4,293
Foot Locker		Brooklyn		March 30, 2016		8,400		2,211
					$	38,000	$	6,630

(1) Reflected within gain on sale of real estate investments, net in the consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2016.

(2) During the nine months ended September 30, 2016, the Company repaid three mortgage notes payable totaling $18.9 million with the proceeds from of the sales of Duane Reade, 1623 Kings Highway and Foot Locker.

The disposal of Duane Reade, 1623 Kings Highway and Foot Locker did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of operations of these properties were classified within continuing operations for the nine months ended September 30, 2016.

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Mortgage Notes Payable

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Mortgage Notes Payable

Note 7 — Mortgage Notes Payable

Mortgage notes payable are carried at their contractual amounts due under liquidation accounting. The Company had outstanding mortgage notes payable of $1.93 billion at September 30, 2017 and $1.13 billion at December 31, 2016. The mortgage notes payable are collateralized, directly or, in the case of the mezzanine note, indirectly, by the real estate held by the Company identified in the table below.

The Company’s mortgage notes payable as of September 30, 2017 and December 31, 2016 consist of the following (in thousands):

			Outstanding Loan Amount
	Encumbered							Effective
Portfolio	Properties		September 30, 2017		December 31, 2016			Interest Rate			Interest Rate			Maturity
Mortgage Loan (1)		11	$	448,641	$	500,000			3.2	%		Variable	(2)		Dec 2017
Mezzanine Loan (1)		11		233,293		260,000			6.5	%		Variable	(2)		Dec 2017
256 West 38th Street		1		24,500		24,500			3.1	%		Fixed	(5)		Dec 2017
1100 Kings Highway		1		20,200		20,200			3.4	%		Variable			Apr 2018
1440 Broadway (3)		1		305,000		305,000			4.3	%		Variable	(2)		Oct 2019
Design Center		1		19,133		19,380			6.3	%		Variable	(4)		Dec 2021
Worldwide Plaza (6) (8)		1		875,000		—			4.6	%		Fixed			Mar 2023
Mortgage notes payable, gross principal amount				1,925,767		1,129,080
Less: deferred financing costs, net						(21,554	)
Mortgage notes payable, net of deferred financing costs					$	1,107,526			4.4	%(7)

(1) Encumbered properties are 245-249 W 17th Street, 333 W 34th Street, 216-218 W 18th Street, 229 W 36th Street, 122 Greenwich Street, 350 W 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 W 56th Street and 120 W 57th Street (the “POL Loan Properties”). Payments on the Mortgage and Mezzanine loans have been made subsequent to September 30, 2017 as discussed further below.

(2) LIBOR portion is capped through an interest rate cap agreement.

(3) Total commitments of $325 million; additional $20 million available, subject to lender approval, to fund certain tenant allowances, capital expenditures and leasing costs.

(4) The variable interest rate reset in December 2016 and will remain fixed at this rate until December 2017.

(5) Fixed through an interest rate swap agreement. The loan was satisfied in full on November 6, 2017 in connection with the sale of the property discussed in Note 6.

(6) The property was consolidated as of June 1, 2017.

(7) Calculated on a weighted average basis for all mortgages outstanding as of September 30, 2017.

(8) The loan was satisfied in full on October 18, 2017 in connection with the refinancing discussed in Note 6. Terms of the loan are discussed in Note 6.

On August 1, 2017, the Company’s mortgage loan collateralized by the 1100 Kings Highway property was modified to extend the maturity date to April 1, 2018 and to allow for partial release of the collateral. The loan also requires a cash sweep starting January 1, 2018 unless the property is under contract for sale for an amount equal to or greater than 133% of the outstanding mortgage loan payable.

On December 20, 2016, the Company, through indirect wholly owned subsidiaries of the OP, entered into a mortgage loan (the “Mortgage Loan”) in the aggregate amount of $500.0 million and a mezzanine loan in the aggregate amount of $260.0 million (the “Mezzanine Loan” and, together with the Mortgage Loan, the “POL Loans”). The POL Loans are secured directly, in the case of the mortgage loan, and indirectly in the case of the mezzanine loan, by our properties located in New York, New York at 245-249 West 17th Street, 333 West 34th Street, 216-218 West 18th Street, 50 Varick Street (until the sale of the property in August 2017), 229 West 36th Street, 122 Greenwich Street, 350 West 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 West 56th Street and 120 West 57th Street (the “POL Loan Properties”).

At the closing of the POL Loans, a portion of the net proceeds after closing costs was used to repay the $485.0 million principal amount then outstanding under the Company’s credit facility. As of December 31, 2016, the $260.0 million proceeds from the Mezzanine Loan were held in an escrow account by the servicer of the POL Loans and were recorded as a receivable in the Company’s consolidated balance sheet. Subsequently, on January 9, 2017, the $260.0 million proceeds were deposited into an operating account for the purpose of purchasing the additional equity interests in Worldwide Plaza (see Note 6). Prior to the repayment in full of the credit facility, all of the POL Loan Properties were included as part of the borrowing base thereunder.

The Mortgage Loan requires monthly interest payments at an initial weighted average interest rate of LIBOR plus 2.38% and the Mezzanine Loan requires monthly interest payments at an initial weighted average interest rate of LIBOR plus 5.65%. The LIBOR portions of the interest rates due under the POL Loans are capped at 3.0% pursuant to interest rate cap agreements.

The POL Loans mature in December 2017. The POL Loans include one option to extend the maturity date for one year, if certain conditions are met including a debt yield test, and subject to a 0.25% increase in the applicable monthly interest rate payable.

The POL Loans are recourse to the Company and may be accelerated only in the event of a default. The POL Loans may be prepaid, in whole or in part, without payment of any prepayment premium or spread maintenance premium or any other fee or penalty.

In connection with a sale or disposition of an individual POL Loan Property to a third party, such POL Loan Property may be released from the collateral securing the Mortgage Loan, subject to certain conditions, by prepayment of a release price (the “Release Amount”) as defined in the Mortgage Loan agreements. In certain instances, 110% of the Release Amount will be required to be paid in order to release the property. Concurrently with the payment of the Release Amount, the borrower entity under the Mezzanine Loan is obligated to prepay a corresponding portion of the Mezzanine Loan, in accordance with the terms of the Mezzanine Loan, for which it will receive a release of a corresponding portion of the collateral under the Mezzanine Loan. Upon the sale of 50 Varick on August 7, 2017, the POL Loan was paid down $78.1 million and the property was released as security. Additionally, upon the sale of 245-249 West 17^th Street and 218 West 18^th Street on October 11, 2017, the POL Loan was paid down $347.9 million, and the properties were released as security. Upon the sale of 229 West 36^th Street on November 6, 2017, the POL Loan was paid down $66.1 million, and the property was released as security. The POL Loan balance was reduced to $267.9 million as a result of these sales.

Concurrently with the POL Loans, the Company entered into guaranty agreements with respect to the POL Loans that requires the Company to maintain, (i) on a consolidated basis, a minimum net worth of $300.0 million, which minimum net worth will be reduced pro rata with any prepayment of the POL Loans once the outstanding principal amount of the POL Loans is less than $300.0 million, but in no event will the minimum net worth be reduced below $150.0 million, and (ii) liquid assets having a market value of at least $25.0 million, which minimum market value of liquid assets may be reduced to $15.0 million in the event the outstanding amount under the POL Loans is equal to or less than $100.0 million.

On September 30, 2015, in connection with the mortgage notes payable secured by its property located at 1440 Broadway, the Company executed guarantees in favor of the lenders with respect to the costs of certain unfunded obligations of the Company related to tenant allowances, capital expenditures and leasing costs, which guarantees are capped at $5.3 million in the aggregate. The guarantees expire in October 2019, the maturity date of the 1440 Broadway mortgage. As of September 30, 2017, the Company has not been required to perform under the guarantees and has not recognized any assets or liabilities related to the guarantees.

Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2017, the Company was in compliance with the financial covenants under its mortgage note agreements.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 8 — Fair Value of Financial Instruments

Prior to the adoption of liquidation accounting, the Company determined fair value of its financial instruments based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the instrument. This alternative approach also reflected the contractual terms of the instruments, as applicable, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities, and unobservable inputs, such as expected volatility. The guidance defines three levels of inputs that may be used to measure fair value:

Level 1 -	Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 -	Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 -	Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability fell in the hierarchy required significant judgment and considered factors specific to the asset or liability. In instances where the determination of the fair value measurement was based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement fell was based on the lowest level input that was significant to the fair value measurement in its entirety.

The Company determined that the majority of the inputs used to value its derivatives, such as interest rate swaps and caps, fell within Level 2 of the fair value hierarchy, whereas the credit valuation adjustments associated with those derivatives utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2016, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy. See Note 9 — Interest Rate Derivatives and Hedging Activities.

The valuation of derivatives was determined using a discounted cash flow analysis on the expected cash flows. This analysis reflected the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments were incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

The following table presents information about the Company’s derivatives that were presented net, measured at fair value on a recurring basis as of December 31, 2016, aggregated by the level in the fair value hierarchy within which those instruments fell:

					Significant
	Quoted Prices in		Significant Other		Unobservable
	Active Markets		Observable Inputs		Inputs
(In thousands)	Level 1		Level 2		Level 3		Total
December 31, 2016
Derivatives, net	$	—	$	91	$	—	$	91

There were no transfers between levels of the fair value hierarchy during the year ended December 31, 2016.

Financial instruments not carried at fair value

Under going concern accounting, the Company was required to disclose the fair value of financial instruments for which it was practicable to estimate the value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and dividends payable approximates their carrying value on the consolidated balance sheet due to their short-term nature. The carrying amount and fair value of the Company’s financial instruments that were not reported at fair value on the consolidated balance sheet are reported below.

			December 31, 2016
(In thousands)	Level		Carrying Amount		Fair Value
Mortgage notes payable		3	$	1,129,080	$	1,138,576

The fair value of mortgage notes payable was estimated using a discounted cash flow analysis based on similar types of arrangements.

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Interest Rate Derivatives and Hedging Activities

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Derivatives and Hedging Activities

Note 9 — Interest Rate Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company uses derivative financial instruments, including interest rate swaps and caps, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not utilize derivatives for speculative purposes or purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements will not perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties that the Company believes to have high credit ratings and with major financial institutions with which the Company and the Advisor and its affiliates may also have other financial relationships.

Under going concern accounting, the Company’s derivative financial instruments were classified as separate assets and liabilities on the balance sheet. As these instruments will not be converted to cash or other consideration, derivative financial instruments have been valued at $0 as of January 1, 2017 in accordance with liquidation accounting. The financial instruments are still in place and effective as of September 30, 2017. The Company has accrued the estimated monthly settlement amounts for its swap agreements. The amount is included in the liability for estimated costs in excess of estimated receipts during liquidation.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract.

The effective portion of changes in the fair value of derivatives designated and that qualified as cash flow hedges was recorded in accumulated other comprehensive loss and was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. The Company uses such derivatives to hedge the variable cash flows associated with variable-rate debt.

During the nine months ended September 30, 2016, the Company terminated one of its interest rate swaps as the related hedged debts were repaid, which made it probable that the forecasted transactions would not occur and, as a result, accelerated the reclassification of immaterial amounts in accumulated other comprehensive loss to earnings. The accelerated amounts resulted in a loss of approximately $24,000 for the nine months ended September 30, 2016.

Amounts reported in accumulated other comprehensive loss related to derivatives were reclassified to interest expense as interest payments were made on the Company’s variable-rate debt.

As of December 31, 2016, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk.

	December 31, 2016
	Number of		Notional Amount
Interest Rate Derivative	Instruments		(In thousands)
Interest rate swaps		2	$	44,700

Derivatives Not Designated as Hedges

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements under GAAP. Changes in the fair value of derivatives not designated in hedging relationships were recorded directly in earnings, which resulted in an expense of $12,000 and $0.4 million during the three and nine months ended September 30, 2016, respectively, and included in loss on derivative instruments on the consolidated statement of operations and comprehensive loss.

As of December 31, 2016, the Company had the following outstanding interest rate derivatives that were not designated as hedges in qualified hedging relationships.

	December 31, 2016
	Number of		Notional Amount
Interest Rate Derivative	Instruments		(In thousands)
Interest rate caps		4	$	1,065,000

Balance Sheet Classification

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of December 31, 2016:

(In thousands)	Balance Sheet Location	December 31, 2016
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative liablities, at fair value	$	(74	)
Derivatives not designated as hedging instruments:
Interest rate caps	Derivative assets, at fair value	$	165

Derivatives in Cash Flow Hedging Relationships

The table below details the location in the financial statements of the income or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2016, respectively:

	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2016			September 30, 2016
Amount of income (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion)	$	350		$	(1,308	)
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion)	$	(310	)	$	(990	)
Amount of loss recognized in loss on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)	$	—		$	(1	)

Offsetting Derivatives

The Company does not offset its derivatives on the accompanying consolidated balance sheet. The table below presents a gross presentation, the potential effects of offsetting, and a potential net presentation of the Company’s derivatives as of December 31, 2016. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheet.

Potential Net Amounts

Gross Amounts Not Offset

Gross Amounts

Gross Amounts

of Assets (Liabilities)

on the Balance Sheet

of Recognized

of Recognized

Presented on the

Financial

Cash Collateral

Net

Derivatives (In thousands)

Assets

Liabilities

Balance Sheet

Instruments

Posted

Amount

December 31, 2016

$

165

$

(74

)

$

91

$

—

$

—

$

91

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of December 31, 2016, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $0.1 million.

As of December 31, 2016, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $0.1 million at    December 31, 2016.

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Common Stock

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Common Stock

Note 10 — Common Stock

As of September 30, 2017 and December 31, 2016, the Company had 167.9 million and 167.1 million shares of common stock outstanding, respectively, including shares of unvested restricted common stock (“restricted shares”), but not including OP units or Long-term Incentive Plan units (“LTIP units”) which may in the future be converted into shares of common stock. On January 3, 2017, the Company issued 841,660 shares of its common stock upon redemption of 841,660 OP units held by certain individuals who are members of the Former Advisor or its affiliates. As of September 30, 2017, there were no OP units outstanding, other than OP units held by the Company, and no vested LTIP units outstanding. See Note 16 — Non-Controlling Interests.

From April 2014 through October 2016, the Board authorized, and the Company declared and paid, a monthly dividend at an annualized rate equal to $0.46 per share per annum. Dividends were paid to stockholders of record on the close of business on the 8th day of each month, payable on the 15th day of such month. In October 2016, the Company announced that, in light of the Liquidation Plan, which was then subject to stockholder approval, the Board determined that the Company would not pay a regular dividend for the month of November 2016 and did not expect to pay a regular monthly dividend for the month of December 2016 or thereafter. Because the Liquidation Plan was approved by the Company’s stockholders, the Company will not resume paying monthly dividends. In lieu of regular monthly dividends, the Company expects to make periodic liquidating distributions out of net proceeds of asset sales, subject to satisfying its liabilities, obligations and debt covenants. There can be no assurance as to the actual amount or timing of liquidating distributions stockholders will receive.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11 — Commitments and Contingencies

Future Minimum Lease Payments

The Company entered into operating and capital lease agreements primarily related to certain properties under leasehold interest arrangements. The following table reflects the minimum contractual base cash payments, excluding reimbursements, due from the Company over the next five years and thereafter under these arrangements, including the present value of the net minimum payments due under capital leases. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items.

	Future Minimum
	Base Rent Payments
(In thousands)	Ground Leases
October 1, 2017 - December 31, 2017	$	1,248
2018		5,175
2019		5,432
2020		5,432
2021		5,633
Thereafter		244,051
Total minimum lease payments	$	266,971

Total rental expense related to operating leases was $1.9 million and $5.8 million, respectively, for the three and nine months ended September 30, 2016. During the three and nine months ended September 30, 2016, interest expense related to capital leases was approximately $16,000 and $48,000, respectively. The following table discloses assets recorded under capital leases and the accumulated amortization thereon as of December 31, 2016:

(In thousands)	December 31, 2016
Buildings, fixtures and improvements	$	11,785
Less accumulated depreciation and amortization		(2,273	)
Total real estate investments, net	$	9,512

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no legal or regulatory proceedings pending or known to be contemplated against the Company from which the Company expects to incur a material loss.

Harris Derivative Suit

In October 2016, Berney Harris (the “Plaintiff”) filed a derivative complaint (the “Harris Complaint”) on behalf of the Company against certain current and former members of the Company’s board of directors (the “director defendants”), the Former Advisor, and certain affiliates of the Former Advisor (together with the Former Advisor, the “Former Advisor defendants”). The Complaint was filed in the Supreme Court of the State of New York, New York County on October 13, 2016. The Harris Complaint alleges, among other things, that the director defendants breached their fiduciary duties by putting the interests of the Former Advisor defendants before those of the public stockholders, which breach was aided and abetted by the Former Advisor defendants. The Harris Complaint also asserts claims of corporate waste against the director defendants and unjust enrichment against certain of the Former Advisor defendants. On December 16, 2016, the defendants filed motions to dismiss on the basis of a provision in the Company’s bylaws providing that the state or federal courts of Maryland are the sole and exclusive forum for derivative claims such as those raised in the Harris Complaint. On April 6, 2017. an Evaluation Committee of the Board of Directors (the “EC”) consisting of three independent, disinterested directors was appointed by the Board of Directors to evaluate what actions should be taken by the Company in connection with the Harris Complaint and a demand letter sent by a different shareholder to the Company dated March 27, 2017. The EC filed a memorandum of law on August 4, 2017 in support of the motion to dismiss based on the forum selection clause in the Company’s bylaws. On August 10, 2017, the Court issued an Order granting the Company’s and the director defendants’ motion to dismiss and also granted the motion to dismiss of one of the Former Advisor defendants. At the same time, the Court requested additional briefing as to the other Former Advisor defendants’ motion to dismiss, which the Court neither granted nor denied at the time and which is still pending before the Court. On September 15, 2017, the EC filed a motion seeking to stay Plaintiff’s suit pending the conclusion of its evaluation process and the Former Advisor defendants who had not been dismissed filed a memorandum of law in further support of their motion to dismiss. On October 3, 2017, Plaintiff filed a motion seeking to modify the Court’s August 10, 2017 Order to the extent that it dismissed the Company as a nominal defendant. On October 18, 2017, Plaintiff filed a notice of appeal of the Court’s Order dismissing the Company, the director defendants, and one Former Advisor defendant. At this time it is unclear how the Court will rule on whether or where the Harris Complaint will proceed and the EC has not yet completed its investigation, the result of which may bear on the merits of any potential claims the Company might have.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the consolidated results of operations.

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Related Party Transactions and Arrangements

9 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions and Arrangements

Note 12 — Related Party Transactions and Arrangements

The Former Advisor, individual members of the Former Advisor, and employees or former employees of the Former Advisor held interests in the OP. See Note 16 — Non-Controlling Interests.

Viceroy Hotel

The following table details revenues from related parties at the Viceroy Hotel. The Company did not have any receivables from related parties as of September 30, 2017 or December 31, 2016.

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2017		2016		2017		2016
Hotel revenues	$	—	$	7	$	5	$	36

Winthrop Advisor and its Affiliates

On December 19, 2016 the Company entered into an agreement (the “Services Agreement”) with Winthrop Advisor, pursuant to which Winthrop Advisor served as the Company’s exclusive advisor with respect to all matters primarily related to any plan of liquidation and dissolution of the Company and as a consultant to the Board on certain other matters during the period from January 3, 2017 through March 7, 2017 and is serving as exclusive advisor to the Company from and after March 8, 2017.

On each of January 3, 2017 and February 1, 2017, the Company paid Winthrop Advisor a fee of $500,000 in cash as compensation for advisory services and consulting services rendered prior to March 1, 2017.

Beginning on March 1, 2017, the Company pays Winthrop Advisor an asset management fee equal to 0.325% per annum of the cost of assets (as defined in the Services Agreement) up to $3.0 billion and 0.25% per annum of the cost of assets in excess of $3.0 billion. In connection with the adoption of liquidation accounting, the Company accrues costs it expects to incur through the end of liquidation. The Company has accrued asset management fees of $3.6 million payable to the Winthrop Advisor, of which $2.2 million relates to the existing contract amount and the remainder is management’s estimate of future asset management cost to final liquidation, provided that there is no assurance that the contract will in fact be extended on those terms, if it all. This amount is included in liabilities for estimated costs in excess of estimated receipts during liquidation. Actual fees incurred may differ significantly from these estimates due to inherent uncertainty in estimating future events.

In connection with the payment of (i) any distributions of money or other property by the Company to its stockholders during the term of the Services Agreement and (ii) any other amounts paid to the Company’s stockholders on account of their shares of common stock in connection with a merger or other change in control transaction pursuant to an agreement with the Company entered into after March 8, 2017 (such distributions and payments, the “Hurdle Payments”), in excess of $11.00 per share (the “Hurdle Amount”), when taken together with all other Hurdle Payments, the Company will pay an incentive fee to the Winthrop Advisor in an amount equal to 10.0% of such excess (the “Incentive Fee”). The Hurdle Amount will be increased on an annualized basis by an amount equal to the product of (a) the Treasury Rate plus 200 basis points and (b) the Hurdle Amount minus all previous Hurdle Payments. Based on the current estimated undiscounted net assets in liquidation, the Winthrop Advisor would not be entitled to receive any such incentive fee.

Effective March 2017, Winthrop Property Manager began providing property management services to those properties for which the ARG Property Manager had been providing property management services. The Company pays to Winthrop Property Manager 1.75% of gross revenues, inclusive of all third party property management fees, for property management services provided to the Company by the Winthrop Property Manager or any of its affiliates.

The following table details amounts incurred by the Company to the Winthrop Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Winthrop Advisor as of the dates specified:

	Three Months Ended September 30,				Nine Months Ended September 30,				Payable (Receivable) as of
	2017		2016		2017		2016		September 30,		December 31,
(In thousands)	Incurred		Incurred		Incurred		Incurred		2017		2016
Asset management fees	$	2,511	$	—	$	6,181	$	—	$	—	$	—
Property management fees		166		—		430		—		49		—
Total related party operational fees and reimbursements	$	2,677	$	—	$	6,611	$	—	$	49	$	—

Former Advisor and its Affiliates

Prior to March 8, 2017, the Company paid to the Former Advisor an asset management fee equal to 0.50% per annum of the cost of assets up to $3.0 billion and 0.40% per annum of the cost of assets above $3.0 billion.

Prior to March 8, 2017, unless the Company contracted with a third party, the Company paid the ARG Property Manager a property management fee equal to: (i) for non-hotel properties, 4.0% of gross revenues from properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market based fee equal to a percentage of gross revenues. The Company also reimbursed the ARG Property Manager for property-level expenses. The ARG Property Manager was permitted to subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracted for these services. If the Company contracted directly with third parties for such services, the Company paid them customary market fees and paid the ARG Property Manager an oversight fee equal to 1.0% of the gross revenues of the applicable property.

The Company reimbursed the Former Advisor for costs and expenses paid or incurred prior to March 8, 2017 by the Former Advisor and its affiliates in connection with providing services to the Company (including reasonable salaries and wages, benefits and overhead of all employees directly involved with the performance of such services), although the Company did not reimburse the Former Advisor for personnel costs in connection with services for which the Former Advisor received a separate fee.

The Company was also party to a transfer agency agreement with American National Stock Transfer, LLC, a subsidiary of the parent company of the Former Dealer Manager (“ANST”), pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc., a third-party transfer agent (“DST”). The Sponsor received written notice from ANST on February 10, 2016 that it would wind down operations by the end of February and would withdraw as the transfer agent effective February 29, 2016. DST continued to provide the Company with transfer agency services and, on March 10, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). For the nine months ended September 30, 2016, fees for these services are included in general and administrative expenses on the consolidated statement of operations and comprehensive income (loss) during the period in which the service was provided.

The following table details amounts incurred and paid by the Company to, and amounts waived by, the Former Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Former Advisor as of the dates specified:

	Three Months Ended September 30,								Nine Months Ended September 30,								Payable (Receivable) as of
	2017				2016				2017				2016				September 30,		December 31,
(In thousands)	Incurred		Waived		Incurred		Waived		Incurred		Waived		Incurred		Waived		2017		2016
To the Former Advisor and affiliates:
Asset management fees	$	—	$	—	$	3,054	$	—	$	2,339	$	—	$	9,178	$	—	$	—	$	51
Transfer agent and other professional fees		—		—		756		—		414		—		2,107		—		—		299
Property management fees		—		—		446		—		560		—		1,440		994		—		105
Total related party operational fees and reimbursements	$	—	$	—	$	4,256	$	—	$	3,313	$	—	$	12,725	$	994	$	—	$	455

The Former Advisor agreed to waive certain fees, including property management fees, during the three and nine months ended September 30, 2016. The fees that were waived were not deferrals and accordingly, were not and will not be paid to the Former Advisor.

In connection with the sale of one or more properties, for which the Former Advisor provided a substantial amount of services as determined by the Company’s independent directors, the Company was required to pay the Former Advisor a property disposition fee not to exceed the lesser of 2.0% of the contract sale price of the property or 50% of the competitive real estate commission paid if a third party broker was also involved; provided, however that in no event could the property disposition fee paid to the Former Advisor when added to real estate commissions paid to unaffiliated third parties exceed the lesser of 6.0% of the contract sale price and a competitive real estate commission. For purposes of the foregoing, “competitive real estate commission” meant a real estate brokerage commission for the purchase or sale of a property which was reasonable, customary and competitive in light of the size, type and location of the property. The Company incurred and paid $0.2 million in property disposition fees to the Former Advisor during the nine months ended September 30, 2016 related to the sale of certain properties. No such fees were incurred or paid during the three months ended September 30, 2016.

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Economic Dependency

9 Months Ended

Sep. 30, 2017

Text Block [Abstract]

Economic Dependency

Note 13 — Economic Dependency

Under various agreements, the Company has engaged or will engage Winthrop Advisor, its affiliates and entities under common control with Winthrop Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services, transaction management and investor relations.

As a result of these relationships, the Company is dependent upon Winthrop Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

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Share-Based Compensation

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Note 14 — Share-Based Compensation

Stock Option Plan

The Company has a stock option plan (the “Plan”) which authorizes the grant of nonqualified stock options to the Company’s independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan is equal to the fair market value of a share on the date of grant. Upon a change in control, unvested options will become fully vested and any performance conditions imposed with respect to the options will be deemed to be fully achieved. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of September 30, 2017 and December 31, 2016, no stock options were issued under the Plan.

Restricted Share Plan

The Company’s employee and director incentive restricted share plan (“RSP”) provides the Company with the ability to grant awards of restricted shares to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Former Advisor or the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Former Advisor or of entities that provide services to the Company, certain consultants to the Company and the Former Advisor and its affiliates or to entities that provide services to the Company.

Under the RSP, the annual amount granted to the independent directors is determined by the board of directors. The maximum number of shares of stock granted under the RSP cannot exceed 10% of the Company’s outstanding shares of common stock, par value $0.01 per share, on a fully diluted basis at any time. Restricted shares issued to independent directors generally vest over a three-year period in increments of 33.3% per annum. Generally, such awards provide for accelerated vesting of (i) all unvested restricted shares upon a change in control or a termination without cause and (ii) the portion of the unvested restricted shares scheduled to vest in the year of voluntary termination or the failure to be reelected to the board. The restricted stock award agreements provide that the shares will vest on the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions within a period of twelve months), which could occur as a result of the Liquidation Plan.

Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares receive cash dividends and other distributions (including any liquidating distributions made pursuant to the Liquidation Plan) prior to the time that the restrictions on the restricted shares have lapsed. Any dividends payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.

The following table displays restricted share award activity during the nine months ended September 30, 2017:

	Number of Restricted			Weighted-Average Issue
	Shares			Price per Share
Unvested, December 31, 2016		268,780		$	10.50
Vested		(172,314	)	$	10.46
Forfeited		(22,979	)	$	10.30
Unvested, September 30, 2017		73,487		$	10.30

Under going concern accounting, the Company measured stock-based compensation expense at each reporting date for any changes in the fair value and recognized the expense prorated for the portion of the requisite service period completed. Accordingly, the Company recognized $0.1 million and $0.5 million in non-cash compensation expense for the three and nine months ended September 30, 2016, respectively. Under liquidation accounting, compensation expense is no longer recorded as the vesting of the restricted shares does not result in cash outflow for the Company.

2014 Multi-Year Outperformance Agreement

On April 15, 2014 (the “Effective Date”), the Company entered into a multi-year outperformance agreement (the “OPP”) with New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and the Former Advisor. Under the OPP, the Former Advisor was issued 8,880,579 LTIP Units in the Operating Partnership with a maximum award value on the issuance date equal to 5.0% of the Company’s market capitalization (the “OPP Cap”). The LTIP Units are structured as profits interests in the Operating Partnership.

Prior to the OPP Side Letter dated December 19, 2016 (“OPP Side Letter”), subject to the Former Advisor’s continued service through each vesting date, one third of any earned LTIP Units would vest on each of the third, fourth and fifth anniversaries of the Effective Date.

On April 15, 2015 and 2016, in connection with the end of the One-Year Period and Two-Year Period, 367,059 and 805,679 LTIP Units, respectively, were earned by the Former Advisor under the terms of the OPP. Pursuant to the OPP Side Letter, these LTIP Units immediately vested upon approval by the Compensation Committee and converted on a one-for-one basis into unrestricted shares of the Company’s common stock.

Based on calculations for the Three-Year Period, the Former Advisor earned 43,685 LTIP Units under the terms of the OPP on April 15, 2017. Pursuant to the terms of the OPP Side Letter, these LTIP units were immediately vested on April 15, 2017, were converted on a one-for-one basis into unrestricted shares of the Company’s common stock on May 9, 2017, and issued to the Former Advisor on May 9, 2017. Following the issuance of the shares of common stock on May 9, 2017, the remaining 7,664,156 LTIP Units issued to the Former Advisor were forfeited.

Under the OPP, the Former Advisor’s eligibility to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date was based on the Company’s achievement of certain levels of total return to the Company’s stockholders (“Total Return”), including both share price appreciation and common stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “Three-Year Period”); each 12-month period during the Three-Year Period (the “One-Year Period”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”), as follows:

	Performance Period	Annual Period	Interim Period
Absolute Component: 4% of any excess Total Return if total stockholder return attained above an absolute hurdle measured from the beginning of such period:	21%	7%	14%
Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period:
• 100% will be earned if total stockholder return achieved is at least:	18%	6%	12%
• 50% will be earned if total stockholder return achieved is:	0%	0%	0%
• 0% will be earned if total stockholder return achieved is less than:	0%	0%	0%
• a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between:	0% - 18%	0% - 6%	0% - 12%

* The “Peer Group” was comprised of the companies in the SNL US REIT Office Index as of the Effective Date.

The potential outperformance award was calculated at the end of each One-Year Period, the Two-Year Period and the Three-Year Period. The award earned for the Three-Year Period was based on the formula in the table above less any awards earned for the Two-Year Period and One-Year Periods, but not less than zero; the award earned for the Two-Year Period was based on the formula in the table above less any award earned for the first and second One-Year Period, but not less than zero. Any LTIP Units that were unearned at the end of any performance period have been forfeited.

After an LTIP Unit was earned, the holder of such LTIP Unit was entitled to a catch-up distribution and thereafter the same distributions as paid to the holder of an OP Unit.

The following table presents information about the Company’s OPP, which was measured at fair value on a recurring basis as of December 31, 2016, aggregated by the fair value hierarchy within which the instrument falls:

					Significant
	Quoted Prices in		Significant Other		Unobservable
	Active Markets		Observable Inputs		Inputs
(In thousands)	Level 1		Level 2		Level 3		Total
December 31, 2016
OPP		—		—	$	5,457	$	5,457

Level 3 valuations

The following table provides quantitative information about significant Level 3 input used:

			Principal Valuation		Unobservable
Financial Instrument	Fair Value		Technique		Inputs		Input Value
December 31, 2016				Monte Carlo
OPP	$	5,457		Simulation		Expected volatility		28.0	%

Expected volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Generally, the higher the expected volatility of the underlying instrument, the wider the range of potential future returns. An increase in expected volatility, in isolation, would generally result in an increase in the fair value measurement of an instrument. For the relationship described above, the inverse relationship would also generally apply.

Prior to the adoption of the liquidation basis of accounting, share based compensation related to the OPP was recorded as part of general and administrative expenses and non-controlling interest, a component of equity. Under liquidation basis accounting, since no cash outflow is associated with the OPP, the value of the converted OP units is incorporated in the estimated liquidating distributions per share.

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Earnings Per Share

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Earnings Per Share

Note 15 — Earnings Per Share

Prior to the adoption of liquidation basis accounting, the Company determined basic earnings per share on the weighted average number of common shares outstanding during the period. The Company computed diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average effect for all outstanding potentially dilutive instruments.

The following is a summary of the basic and diluted net loss per share computations for the periods presented:

	Three Months Ended			Nine Months Ended
(In thousands, except share and per share data)	September 30, 2016			September 30, 2016
Basic and diluted net loss attributable to stockholders	$	(45,267	)	$	(56,320	)
Weighted average shares outstanding, basic and diluted		165,384,074			164,700,025
Net loss per share attributable to stockholders, basic and diluted	$	(0.27	)	$	(0.34	)

Diluted net income per share assumes the conversion of all common share equivalents into an equivalent number of common shares, unless the effect is anti-dilutive. The Company considers unvested restricted shares, OP units and LTIP units to be common share equivalents.

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Non-Controlling Interests

9 Months Ended

Sep. 30, 2017

Noncontrolling Interest [Abstract]

Non-Controlling Interests

Note 16 — Non-Controlling Interests

Under going concern accounting, consolidated joint ventures are recorded on a gross basis with an allocation of equity to non-controlling interest holders.

The Company is the sole general partner of the OP, and the Company and a subsidiary of the Company hold all of the OP units as of September 30, 2017. As of December 31, 2016, the Former Advisor or members, employees or former employees of the Former Advisor held 841,660 OP units and 7,707,841 unvested LTIP units. On January 3, 2017, the Company issued 841,660 shares of its common stock upon redemption of 841,660 OP units following which no OP units remained outstanding other than OP units held by the Company corresponding to shares of the Company common stock. There were $0 and $1.8 million of distributions paid to OP unit and LTIP unit holders during the nine months ended September 30, 2017 and 2016, respectively.

A holder of OP units has the right to distributions on the same basis as a holder of shares of the Company’s common stock, and has the right to redeem OP units for the cash value of a corresponding number of shares of the Company’s common stock or a corresponding number of shares of the Company’s common stock, at the election of the OP, in accordance with the limited partnership agreement of the OP. The remaining rights of the holders of OP units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.

Under liquidation accounting, consolidated joint ventures will be presented on a gross basis with a payable to the non-controlling interest holder which is reflected on the Consolidated Statement of Net Assets as liability for non-controlling interests.

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Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

Note 17 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements, except as disclosed in Note 6.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Pre Plan of Liquidation

The accompanying unaudited consolidated interim financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation.

These consolidated financial statements should be read in conjunction with the historical comparative audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2017

Liquidation Basis of Accounting

Post Plan of Liquidation

Liquidation Basis of Accounting

As a result of the approval of the Liquidation Plan by the stockholders, the Company adopted the liquidation basis of accounting as of January 1, 2017 and for the periods subsequent to December 31, 2016 in accordance with GAAP. Accordingly, on January 1, 2017, the carrying value of the Company’s assets were adjusted to their liquidation value, which represents the estimated amount of cash that the Company will collect on disposal of assets as it carries out its liquidation activities under the Liquidation Plan. The current estimate of net assets in liquidation has been calculated based on undiscounted cash flow projections that all the properties will be sold by March 31, 2018 except for the remaining interest in Worldwide Plaza. The Company projects that the remaining interest in Worldwide Plaza will be sold approximately during the fourth quarter of 2021. The actual timing of sales has not yet been determined and is subject to future events and uncertainties. These estimates are subject to change based on the actual timing of future asset sales. The liquidation value of the Company’s investment in real estate is based on expected sales proceeds presented on an undiscounted basis. Estimated costs to dispose of assets have been presented separately from the related assets. Liabilities are carried at their contractual amounts due as adjusted for the timing and other assumptions related to the liquidation process.

The Company accrues costs and revenues that it expects to incur and earn as it carries out its liquidation activities through the end of the projected liquidation period to the extent it has a reasonable basis for estimation. Estimated costs expected to be incurred through the end of the liquidation period include budgeted property expenses and corporate overhead, costs to dispose of the properties, mortgage interest expense, costs associated with satisfying known and contingent liabilities and other costs associated with the winding up and dissolution of the Company. Revenues are based on in-place leases plus management’s estimates of revenue upon re-lease based on current market assumptions. These amounts are classified as a liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets. Actual costs and revenues may differ from amounts reflected in the financial statements due to the inherent uncertainty in estimating future events. These differences may be material. See Note 4 for further discussion. Actual costs incurred but unpaid as of September 30, 2017 are included in accounts payable, accrued liabilities and other liabilities on the Consolidated Statement of Net Assets.

Investments in real estate at September 30, 2017 are based on estimated sales values and presented on an undiscounted basis and excludes any future market value increase in from the planned capital improvement investments in Worldwide Plaza during the period prior to the commencement of liquidation activities. The Company’s current estimate of the liquidation value of investments in real estate includes WorldWide Plaza at 1.725 billion which is based on a current market transaction associated with the Company’s sale of a 48.7% interest in the property on October 18, 2017 as discussed in Note (6). Pursuant to the Company’s joint venture agreement with SL Green Corp and RXR Realty LLC, the Company and its partners have committed to additionally invest approximately $165 million on a prorata basis to fund capital improvement budget as determined in the agreement.

As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income, a Consolidated Statement of Changes in Equity or a Consolidated Statement of Cash Flows. These statements are only presented for prior year periods.

Use of Estimates

Use of Estimates

Certain of the Company’s accounting estimates are particularly important for an understanding of the Company’s financial position and results of operations and require the application of significant judgment by management. As a result, these estimates are subject to a degree of uncertainty. The Company is required to estimate all costs and revenue it expects to incur and earn through the end of liquidation including the estimated amount of cash it expects to collect on the disposal of its assets and the estimated costs to dispose of its assets. All of the estimates and evaluations are susceptible to change and actual results could differ materially from the estimates and evaluations.

Revenue Recognition

Revenue Recognition

Under liquidation accounting, the Company has accrued all revenue that it expects to earn through the end of liquidation to the extent it has a reasonable basis for estimation. Revenues are accrued based on contractual amounts due under the leases in place over the estimated hold period of each asset. These amounts are classified in liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets.

In accordance with liquidation accounting, as of January 1, 2017, tenant and other receivables were adjusted to their net realizable values. Management continually reviews tenant and other receivables to determine collectability. Any changes in the collectability of the receivables is reflected in the net realizable value of the receivable.

The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. Contingent rental income is not contemplated under liquidation accounting unless there is a reasonable basis to estimate future receipts.

Investments in Real Estate

Investments in Real Estate

As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value upon sale, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash the Company expects to collect on the disposal of its assets as it carries out the liquidation activities of its Liquidation Plan. The liquidation value of the Company’s investments in real estate are presented on an undiscounted basis. Estimated revenue during the period following the commencement of liquidation through the expected sale date and costs to dispose of these assets are presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in the Company’s net assets in liquidation presented on an undiscounted basis.

The liquidation value of investments in real estate is based on a number of factors including discounted cash flow and direct capitalization analyses, detailed analysis of current market comparables and broker opinions of value, and binding purchase offers to the extent available. The liquidation value for our remaining investment in Worldwide Plaza, subsequent to October 18, 2017, is based on the value of the Company’s recent sale of a 48.7% interest in the property.

Amortization

Amortization

Under liquidation accounting, intangible assets and liabilities are included in the liquidation value of investments in real estate and are no longer amortized.

Derivative Instruments

Derivative Instruments

The Company uses derivative financial instruments to hedge the interest rate risk associated with a portion of its borrowings. The principal objective of such agreements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

As these instruments will not be converted into cash or other consideration, derivative financial instruments have been valued at $0 as of January 1, 2017 in accordance with liquidation accounting. These financial instruments are still in place and effective as of September 30, 2017.

Restricted Cash

Restricted Cash

Restricted cash primarily consists of maintenance, real estate tax, structural and debt service reserves.

Recent Accounting Pronouncement

Recent Accounting Pronouncement

There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting.

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Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation (Tables)

9 Months Ended

Sep. 30, 2017

Text Block [Abstract]

Summary of Accrued Revenues and Expenses Expected to Earned or Incurred During Liquidation

Upon transition to the liquidation basis of accounting on January 1, 2017, the Company accrued the following revenues and expenses expected to be earned or incurred during liquidation (in thousands):

	Amount
Rents and reimbursements	$	102,309
Hotel revenues		25,261
Property operating expenses		(27,006	)
Hotel operating expense		(21,467	)
Interest expense		(39,756	)
General and administrative expenses		(40,124	)
Capital expenditures		(8,274	)
Sales costs		(69,524	)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(78,581	)

Schedule of Changes in Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

The change in the liability for estimated costs in excess of estimated receipts during liquidation as of September 30, 2017 is as follows (in thousands):

				Net Change			Remeasurement
				in Working			of Assets and
	January 1, 2017			Capital (1)			Liabilities			Consolidation (2)			September 30, 2017
Assets:
Estimated net inflows from investments in real estate	$	58,303		$	(73,071	)	$	(77,736	)	$	(1,572	)	$	(94,076	)
Liabilities:
Sales costs		(69,524	)		4,708			3,972			(57,334	)		(118,178	)
Corporate expenditures		(67,360	)		48,413			(3,519	)		—			(22,466	)
		(136,884	)		53,121			453			(57,334	)		(140,644	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(78,581	)	$	(19,950	)	$	(77,283	)	$	(58,906	)	$	(234,720	)

(1) Represents changes in cash, restricted cash, accounts receivable, accounts payable and accrued expenses as a result of the Company’s operating activity for the period ended September 30, 2017.

(2) Represents adjustments necessary to reflect the consolidation of Worldwide Plaza following the Company’s acquisition of an additional 49.9% equity interest on June 1, 2017. (See Note 6).

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Net Assets in Liquidation (Tables)

9 Months Ended

Sep. 30, 2017

Text Block [Abstract]

Reconciliation of Equity under Going Concern Basis of Accounting

The following is a reconciliation of Total Equity under the going concern basis of accounting as of December 31, 2016 to net assets in liquidation presented on an undiscounted basis under the liquidation basis of accounting as of January 1, 2017 (in thousands):

Total Equity as of December 31, 2016	$	941,669
Increase due to estimated net realizable value of investments in real estate		382,985
Increase due to estimated net realizable value of investments in unconsolidated joint venture		319,548
Decrease due to write off of unbilled rent receivables		(52,620	)
Increase due to write off of market lease intangibles		65,187
Decrease due to write-off of assets and liabilities		(25,262	)
Liability for estimated costs in excess of estimated receipts during liquidation		(78,581	)
Adjustment to reflect the change to the liquidation basis of accounting		611,257
Estimated value of net assets in liquidation as of January 1, 2017	$	1,552,926

Summary of Change in Net Asset Value

A summary of the change in net asset value for the nine months ended September 30, 2017 is as follows:

Property sales and signed contracts for property sales	$	(77,958	)
Property value changes due to softening of market		(63,730	)
Worldwide Plaza		(75,534	)
Adjustments for closing costs, debt costs and holding periods		(4,084	)
Change in net asset value	$	(221,306	)

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Real Estate Investments (Tables)

9 Months Ended

Sep. 30, 2017

Real Estate [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

The following table presents future minimum base cash rental payments due to the Company, subsequent to September 30, 2017. These amounts exclude contingent rental payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.

	Future Minimum
(In thousands)	Base Cash Rental Payments
October 1, 2017 - December 31, 2017	$	56,002
2018		223,899
2019		219,700
2020		222,546
2021		217,461
Thereafter		1,234,961
Total	$	2,174,569

Schedule of Annualized Rental Income by Major Tenants

The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent as of September 30, 2017 and 2016:

		September 30,
Property Portfolio	Tenant	2017			2016
Worldwide Plaza	Cravath, Swaine & Moore, LLP		25	%		16	%(1)
Worldwide Plaza	Nomura Holdings America, Inc.		16	%		11	%(1)

(1) Calculated based on the Company’s prorata share of base rent for 2016.

Schedule of Finite-Lived Intangible Assets

Under the liquidation basis of accounting, intangible assets and liabilities are considered in the liquidation value of investments in real estate and are no longer amortized. Acquired intangible assets and liabilities as of December 31, 2016 consisted of the following:

	December 31, 2016
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets:
In-place leases	$	108,253	$	36,645	$	71,608
Other intangibles		3,804		750		3,054
Above-market leases		20,291		5,036		15,255
Total acquired intangible assets	$	132,348	$	42,431	$	89,917
Intangible lease liabilities:
Below-market leases	$	75,484	$	26,864	$	48,620
Above-market ground lease liability		17,968		1,401		16,567
Total market lease intangibles	$	93,452	$	28,265	$	65,187

Finite-lived Intangible Assets Amortization Expense

The following table discloses amounts recognized within the consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2016 (on a going concern basis) related to amortization of in-place leases and other intangibles, amortization and accretion of above- and below-market lease assets and liabilities, net and the amortization of above-market ground lease, for the period presented:

	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2016			September 30, 2016
Amortization of in-place leases and other intangibles (1)	$	2,608		$	8,415
Amortization and (accretion) of above- and below-market leases, net (2)	$	(1,455	)	$	(4,571	)
Amortization of above-market ground lease (3)	$	(112	)	$	(337	)

(1) Reflected within depreciation and amortization expense.

(2) Reflected within rental income.

(3) Reflected within hotel expenses.

Summary of Real Estate Properties Sold

The following table summarizes the properties sold during the nine months ended September 30, 2016.

Property	Borough		Disposition Date		Contract Sales Price		Gain on Sale (1) (2)
					(in thousands)		(in thousands)
Duane Reade		Queens		February 2, 2016	$	12,600	$	126
1623 Kings Highway		Brooklyn		February 17, 2016		17,000		4,293
Foot Locker		Brooklyn		March 30, 2016		8,400		2,211
					$	38,000	$	6,630

(1) Reflected within gain on sale of real estate investments, net in the consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2016.

(2) During the nine months ended September 30, 2016, the Company repaid three mortgage notes payable totaling $18.9 million with the proceeds from of the sales of Duane Reade, 1623 Kings Highway and Foot Locker.

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Mortgage Notes Payable (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Schedule of Mortgage Notes Payable

The Company’s mortgage notes payable as of September 30, 2017 and December 31, 2016 consist of the following (in thousands):

			Outstanding Loan Amount
	Encumbered							Effective
Portfolio	Properties		September 30, 2017		December 31, 2016			Interest Rate			Interest Rate			Maturity
Mortgage Loan (1)		11	$	448,641	$	500,000			3.2	%		Variable	(2)		Dec 2017
Mezzanine Loan (1)		11		233,293		260,000			6.5	%		Variable	(2)		Dec 2017
256 West 38th Street		1		24,500		24,500			3.1	%		Fixed	(5)		Dec 2017
1100 Kings Highway		1		20,200		20,200			3.4	%		Variable			Apr 2018
1440 Broadway (3)		1		305,000		305,000			4.3	%		Variable	(2)		Oct 2019
Design Center		1		19,133		19,380			6.3	%		Variable	(4)		Dec 2021
Worldwide Plaza (6) (8)		1		875,000		—			4.6	%		Fixed			Mar 2023
Mortgage notes payable, gross principal amount				1,925,767		1,129,080
Less: deferred financing costs, net						(21,554	)
Mortgage notes payable, net of deferred financing costs					$	1,107,526			4.4	%(7)

(1) Encumbered properties are 245-249 W 17th Street, 333 W 34th Street, 216-218 W 18th Street, 229 W 36th Street, 122 Greenwich Street, 350 W 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 W 56th Street and 120 W 57th Street (the “POL Loan Properties”). Payments on the Mortgage and Mezzanine loans have been made subsequent to September 30, 2017 as discussed further below.

(2) LIBOR portion is capped through an interest rate cap agreement.

(3) Total commitments of $325 million; additional $20 million available, subject to lender approval, to fund certain tenant allowances, capital expenditures and leasing costs.

(4) The variable interest rate reset in December 2016 and will remain fixed at this rate until December 2017.

(5) Fixed through an interest rate swap agreement. The loan was satisfied in full on November 6, 2017 in connection with the sale of the property discussed in Note 6.

(6) The property was consolidated as of June 1, 2017.

(7) Calculated on a weighted average basis for all mortgages outstanding as of September 30, 2017.

(8) The loan was satisfied in full on October 18, 2017 in connection with the refinancing discussed in Note 6. Terms of the loan are discussed in Note 6.

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Liabilities Measured on Recurring Basis

The following table presents information about the Company’s derivatives that were presented net, measured at fair value on a recurring basis as of December 31, 2016, aggregated by the level in the fair value hierarchy within which those instruments fell:

					Significant
	Quoted Prices in		Significant Other		Unobservable
	Active Markets		Observable Inputs		Inputs
(In thousands)	Level 1		Level 2		Level 3		Total
December 31, 2016
Derivatives, net	$	—	$	91	$	—	$	91

Fair Value, by Balance Sheet Grouping

The carrying amount and fair value of the Company’s financial instruments that were not reported at fair value on the consolidated balance sheet are reported below.

			December 31, 2016
(In thousands)	Level		Carrying Amount		Fair Value
Mortgage notes payable		3	$	1,129,080	$	1,138,576

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Interest Rate Derivatives and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Derivatives

As of December 31, 2016, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk.

	December 31, 2016
	Number of		Notional Amount
Interest Rate Derivative	Instruments		(In thousands)
Interest rate swaps		2	$	44,700

As of December 31, 2016, the Company had the following outstanding interest rate derivatives that were not designated as hedges in qualified hedging relationships.

	December 31, 2016
	Number of		Notional Amount
Interest Rate Derivative	Instruments		(In thousands)
Interest rate caps		4	$	1,065,000

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of December 31, 2016:

(In thousands)	Balance Sheet Location	December 31, 2016
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative liablities, at fair value	$	(74	)
Derivatives not designated as hedging instruments:
Interest rate caps	Derivative assets, at fair value	$	165

Schedule of Income (Loss) Recognized on Interest Rate Derivatives Designated as Cash Flow Hedges

The table below details the location in the financial statements of the income or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2016, respectively:

	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2016			September 30, 2016
Amount of income (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion)	$	350		$	(1,308	)
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion)	$	(310	)	$	(990	)
Amount of loss recognized in loss on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)	$	—		$	(1	)

Schedule of Offsetting Derivative Assets and Liabilities

The table below presents a gross presentation, the potential effects of offsetting, and a potential net presentation of the Company’s derivatives as of December 31, 2016. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheet.

Potential Net Amounts

Gross Amounts Not Offset

Gross Amounts

Gross Amounts

of Assets (Liabilities)

on the Balance Sheet

of Recognized

of Recognized

Presented on the

Financial

Cash Collateral

Net

Derivatives (In thousands)

Assets

Liabilities

Balance Sheet

Instruments

Posted

Amount

December 31, 2016

$

165

$

(74

)

$

91

$

—

$

—

$

91

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

The following table reflects the minimum contractual base cash payments, excluding reimbursements, due from the Company over the next five years and thereafter under these arrangements, including the present value of the net minimum payments due under capital leases. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items.

	Future Minimum
	Base Rent Payments
(In thousands)	Ground Leases
October 1, 2017 - December 31, 2017	$	1,248
2018		5,175
2019		5,432
2020		5,432
2021		5,633
Thereafter		244,051
Total minimum lease payments	$	266,971

Schedule of Capital Leased Assets

The following table discloses assets recorded under capital leases and the accumulated amortization thereon as of December 31, 2016:

(In thousands)	December 31, 2016
Buildings, fixtures and improvements	$	11,785
Less accumulated depreciation and amortization		(2,273	)
Total real estate investments, net	$	9,512

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Related Party Transactions and Arrangements (Tables)

9 Months Ended

Sep. 30, 2017

Schedule of Related Party Transactions

The following table details revenues from related parties at the Viceroy Hotel. The Company did not have any receivables from related parties as of September 30, 2017 or December 31, 2016.

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2017		2016		2017		2016
Hotel revenues	$	—	$	7	$	5	$	36

Winthrop Advisor and its Affiliates [Member]

Schedule of Amount Incurred and Paid in Connection With Operation Related Services

The following table details amounts incurred by the Company to the Winthrop Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Winthrop Advisor as of the dates specified:

	Three Months Ended September 30,				Nine Months Ended September 30,				Payable (Receivable) as of
	2017		2016		2017		2016		September 30,		December 31,
(In thousands)	Incurred		Incurred		Incurred		Incurred		2017		2016
Asset management fees	$	2,511	$	—	$	6,181	$	—	$	—	$	—
Property management fees		166		—		430		—		49		—
Total related party operational fees and reimbursements	$	2,677	$	—	$	6,611	$	—	$	49	$	—

Former Advisor and its Affiliates [Member]

Schedule of Amount Incurred and Paid in Connection With Operation Related Services

The following table details amounts incurred and paid by the Company to, and amounts waived by, the Former Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Former Advisor as of the dates specified:

	Three Months Ended September 30,								Nine Months Ended September 30,								Payable (Receivable) as of
	2017				2016				2017				2016				September 30,		December 31,
(In thousands)	Incurred		Waived		Incurred		Waived		Incurred		Waived		Incurred		Waived		2017		2016
To the Former Advisor and affiliates:
Asset management fees	$	—	$	—	$	3,054	$	—	$	2,339	$	—	$	9,178	$	—	$	—	$	51
Transfer agent and other professional fees		—		—		756		—		414		—		2,107		—		—		299
Property management fees		—		—		446		—		560		—		1,440		994		—		105
Total related party operational fees and reimbursements	$	—	$	—	$	4,256	$	—	$	3,313	$	—	$	12,725	$	994	$	—	$	455

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Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Restricted Share Award Activity

The following table displays restricted share award activity during the nine months ended September 30, 2017:

	Number of Restricted			Weighted-Average Issue
	Shares			Price per Share
Unvested, December 31, 2016		268,780		$	10.50
Vested		(172,314	)	$	10.46
Forfeited		(22,979	)	$	10.30
Unvested, September 30, 2017		73,487		$	10.30

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Performance-Based Units, Performance Schedule

Under the OPP, the Former Advisor’s eligibility to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date was based on the Company’s achievement of certain levels of total return to the Company’s stockholders (“Total Return”), including both share price appreciation and common stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “Three-Year Period”); each 12-month period during the Three-Year Period (the “One-Year Period”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”), as follows:

	Performance Period	Annual Period	Interim Period
Absolute Component: 4% of any excess Total Return if total stockholder return attained above an absolute hurdle measured from the beginning of such period:	21%	7%	14%
Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period:
• 100% will be earned if total stockholder return achieved is at least:	18%	6%	12%
• 50% will be earned if total stockholder return achieved is:	0%	0%	0%
• 0% will be earned if total stockholder return achieved is less than:	0%	0%	0%
• a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between:	0% - 18%	0% - 6%	0% - 12%

* The “Peer Group” was comprised of the companies in the SNL US REIT Office Index as of the Effective Date.

Schedule of Fair Value, Liabilities Measured on Recurring Basis

The following table presents information about the Company’s OPP, which was measured at fair value on a recurring basis as of December 31, 2016, aggregated by the fair value hierarchy within which the instrument falls:

					Significant
	Quoted Prices in		Significant Other		Unobservable
	Active Markets		Observable Inputs		Inputs
(In thousands)	Level 1		Level 2		Level 3		Total
December 31, 2016
OPP		—		—	$	5,457	$	5,457

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques

The following table provides quantitative information about significant Level 3 input used:

			Principal Valuation		Unobservable
Financial Instrument	Fair Value		Technique		Inputs		Input Value
December 31, 2016				Monte Carlo
OPP	$	5,457		Simulation		Expected volatility		28.0	%

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Summary of Basic and Diluted Net Loss Per Share Computations

The following is a summary of the basic and diluted net loss per share computations for the periods presented:

	Three Months Ended			Nine Months Ended
(In thousands, except share and per share data)	September 30, 2016			September 30, 2016
Basic and diluted net loss attributable to stockholders	$	(45,267	)	$	(56,320	)
Weighted average shares outstanding, basic and diluted		165,384,074			164,700,025
Net loss per share attributable to stockholders, basic and diluted	$	(0.27	)	$	(0.34	)

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Organization - Additional Information (Detail) - Liquidation Value [Member]	9 Months Ended
	Sep. 30, 2017 ft² Property
Organization [Line Items]
Number of real estate properties | Property	18
Area of real estate properties | ft²	4,200,000
Occupancy percentage	94.80%
Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Office Building [Member]
Organization [Line Items]
Concentration risk percent	89.00%
Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Retail Site [Member]
Organization [Line Items]
Concentration risk percent	8.00%
Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Other Property [Member]
Organization [Line Items]
Concentration risk percent	3.00%

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Sep. 30, 2017	Jan. 01, 2017	Dec. 31, 2016	Oct. 30, 2013
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivatives, at fair value			$ 165,000
Worldwide Plaza [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Liquidation value of property	$ 1,725,000,000
Ownership percentage	48.70%			48.90%
Commitment to fund capital improvement budget	$ 165,000,000
Liquidation Value [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivatives, at fair value		$ 0
Liquidation Value [Member] | Worldwide Plaza [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership percentage	98.80%

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Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation - Summary of Accrued Revenues and Expenses Expected to Earned or Incurred During Liquidation (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Liquidation Basis Of Accounting [Line Items]
Rents and reimbursements	$ 3,895		$ 10,360
Hotel revenues	7,098		18,487
Property operating expenses	(11,539)		(31,994)
Hotel operating expense	(6,856)		(19,710)
Interest expense	$ (8,875)		$ (27,913)
Liquidation Value [Member]
Liquidation Basis Of Accounting [Line Items]
Rents and reimbursements		$ 102,309
Hotel revenues		25,261
Property operating expenses		(27,006)
Hotel operating expense		(21,467)
Interest expense		(39,756)
General and administrative expenses		(40,124)
Capital expenditures		(8,274)
Sales costs		(69,524)
Liability for estimated costs in excess of estimated receipts during liquidation		$ (78,581)

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Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation - Schedule of Changes in Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation (Detail) - Liquidation Value [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Business Acquisition [Line Items]
Liability for estimated costs in excess of estimated receipts during liquidation, beginning balance		$ (78,581)
Net Change in Working Capital		19,950
Remeasurement of Assets and Liabilities	$ 74,029	77,283
Consolidation		(58,906)
Liability for estimated costs in excess of estimated receipts during liquidation, ending balance	(234,720)	(234,720)
Assets [Member]
Business Acquisition [Line Items]
Estimated net inflows from investments in real estate, beginning balance		58,303
Net Change in Working Capital		73,071
Remeasurement of Assets and Liabilities		(77,736)
Consolidation		1,572
Estimated net inflows from investments in real estate, ending balance	(94,076)	(94,076)
Liability [Member]
Business Acquisition [Line Items]
Total liability for estimated costs, beginning balance		(136,884)
Net Change in Working Capital		53,121
Remeasurement of Assets and Liabilities		453
Consolidation		(57,334)
Total liability for estimated costs, ending balance	(140,644)	(140,644)
Liability [Member] | Sales Costs [Member]
Business Acquisition [Line Items]
Total liability for estimated costs, beginning balance		(69,524)
Net Change in Working Capital		4,708
Remeasurement of Assets and Liabilities		3,972
Consolidation		57,334
Total liability for estimated costs, ending balance	(118,178)	(118,178)
Liability [Member] | Corporate Expenditures [Member]
Business Acquisition [Line Items]
Total liability for estimated costs, beginning balance		(67,360)
Net Change in Working Capital		48,413
Remeasurement of Assets and Liabilities		(3,519)
Total liability for estimated costs, ending balance	$ (22,466)	$ (22,466)

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Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation - Schedule of Changes in Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation (Parenthetical) (Detail)	Jun. 01, 2017
Worldwide Plaza [Member] | Liquidation Value [Member]
Business Acquisition [Line Items]
Acquisition of an additional equity interest	49.90%

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Net Assets in Liquidation - Reconciliation of Equity under Going Concern Basis of Accounting (Detail) - USD ($) $ in Thousands	Jan. 01, 2017	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Net Assets In Liquidation [Line Items]
Total Equity as of December 31, 2016				$ 941,669	$ 952,238	$ 1,034,740
Liquidation Value [Member]
Net Assets In Liquidation [Line Items]
Increase due to estimated net realizable value of investments in real estate	$ 382,985
Increase due to estimated net realizable value of investments in unconsolidated joint venture	319,548
Decrease due to write off of unbilled rent receivables	(52,620)
Increase due to write off of market lease intangibles	65,187
Decrease due to write-off of assets and liabilities	(25,262)
Liability for estimated costs in excess of estimated receipts during liquidation	(78,581)
Adjustment to reflect the change to the liquidation basis of accounting	611,257
Estimated value of net assets in liquidation as of January 1, 2017	$ 1,552,926	$ 1,331,620	$ 1,547,052	$ 1,552,926

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Net Assets in Liquidation - Additional Information (Detail) - Worldwide Plaza [Member] $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2017 USD ($)
Net Assets In Liquidation [Line Items]
Liquidation value of property	$ 1,725.0	$ 1,725.0
Liquidation Value [Member]
Net Assets In Liquidation [Line Items]
Decrease in net operating cash flow	(215.4)	(221.3)
Increase in liability for non-controlling interests	75.5	78.0
Net decrease in estimated liquidation values due to overall softening in the market	63.7	63.7
Decrease in investment primarily due to debt defeasance costs offset by fair value	75.5	75.5
Estimated debt defeasance costs	108.3	108.3
Mortgage debt premium	22.0	22.0
Changes in estimated cash flow during holding period	10.8	10.8
Increase in estimated cash flow primarily as a result of sale of interest and refinancing	$ 0.7	$ 4.1
Percentage of property sold	48.70%	48.70%

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Net Assets in Liquidation - Summary of Change in Net Asset Value (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($)
Net Assets In Liquidation [Line Items]
Property sales and signed contracts for property sales	$ (77,958)
Property value changes due to softening of market	(63,730)
Adjustments for closing costs, debt costs and holding periods	(4,084)
Change in net asset value	(221,306)
Worldwide Plaza [Member]
Net Assets In Liquidation [Line Items]
Worldwide Plaza	$ (75,534)

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Real Estate Investments - Additional Information (Detail) - USD ($) $ in Thousands								9 Months Ended
	Nov. 06, 2017	Oct. 18, 2017	Oct. 11, 2017	Oct. 01, 2017	Sep. 25, 2017	Aug. 07, 2017	Jun. 01, 2017	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Jan. 01, 2017	Dec. 31, 2016	Oct. 30, 2013
Real Estate Properties [Line Items]
Aggregate face amount						$ 267,900
Mortgage notes payable												$ 1,107,526
Debt at fair value												3
Cash received from sale and excess proceeds from financing									$ (3,076)
Mortgages [Member]
Real Estate Properties [Line Items]
Mortgage notes payable												$ 1,129,080
Worldwide Plaza [Member]
Real Estate Properties [Line Items]
Liquidation value of property								$ 1,725,000
Ownership percentage								48.70%					48.90%
Aggregate cost													$ 220,100
Agreed upon value													1,300,000
Notes payable													$ 875,000
Maturity date								2027-11
Worldwide Plaza [Member] | Subsequent Event [Member]
Real Estate Properties [Line Items]
Debt refinance amount		$ 1,200,000
Cash received from sale and excess proceeds from financing		446,500
Defeasance and prepayment costs		108,300
Set aside amount		$ 90,700
Debt blended rate		3.98%
Worldwide Plaza [Member] | SL Green Realty Corp. and RXR Realty LLC [Member] | Subsequent Event [Member]
Real Estate Properties [Line Items]
Liquidation value of property		$ 1,725,000
Ownership percentage		48.70%
50 Varick Street Office Property [Member]
Real Estate Properties [Line Items]
Payment of debt						78,100
245-249 West 17th Street and 218 West 18th Street [Member]
Real Estate Properties [Line Items]
Proceeds from sale of property					$ 514,100
Aggregate face amount					760,000
Payment of debt					347,900
Net proceeds from payment of debt					$ 146,200
Liquidation value of property								$ 514,100		$ 532,600	$ 532,600
Consolidation date					Oct. 11, 2017
245-249 West 17th Street and 218 West 18th Street [Member] | Subsequent Event [Member]
Real Estate Properties [Line Items]
Payment of debt			$ 347,900
229 West 36th Street and 256 West 38th Street [Member]
Real Estate Properties [Line Items]
Liquidation value of property								$ 155,900		152,400	152,400
229 West 36th Street and 256 West 38th Street [Member] | NEW YORK
Real Estate Properties [Line Items]
Consolidation date								Nov. 06, 2017
229 West 36th Street and 256 West 38th Street [Member] | Subsequent Event [Member]
Real Estate Properties [Line Items]
Proceeds from sale of property	$ 155,900
Aggregate face amount	760,000
Payment of debt	66,100
Net proceeds from payment of debt	58,800
229 West 36th Street and 256 West 38th Street [Member] | Mortgages [Member] | Subsequent Event [Member]
Real Estate Properties [Line Items]
Aggregate face amount	$ 24,500
1440 Broadway [Member]
Real Estate Properties [Line Items]
Liquidation value of property								$ 520,000		582,800	582,800
1440 Broadway [Member] | Subsequent Event [Member]
Real Estate Properties [Line Items]
Proceeds from sale of property				$ 520,000
1440 Broadway [Member] | Mortgages [Member] | Subsequent Event [Member]
Real Estate Properties [Line Items]
Aggregate face amount				$ 305,000
Liquidation Value [Member]
Real Estate Properties [Line Items]
Mortgage notes payable								1,925,767
Contractual base cash payments, excluding reimbursements accrued								69,600
Liquidation Value [Member] | Mortgages [Member]
Real Estate Properties [Line Items]
Mortgage notes payable								$ 1,925,767
Debt blended rate								4.40%
Liquidation Value [Member] | Worldwide Plaza [Member]
Real Estate Properties [Line Items]
Consolidation date								Jun. 01, 2017
Ownership percentage								98.80%
Aggregate cost							$ 276,700
Additional acquire percentage							49.90%
Purchase obligation							$ 1,400,000
Mortgage notes payable							875,000
Debt at fair value							$ 897,000
Joint venture partner's right to maintain minimum ownership percentage							1.20%
Liquidation Value [Member] | Worldwide Plaza [Member] | Mortgages [Member]
Real Estate Properties [Line Items]
Mortgage notes payable								$ 875,000
Debt blended rate								4.60%
Liquidation Value [Member] | 50 Varick Street Office Property [Member]
Real Estate Properties [Line Items]
Proceeds from sale of property						135,000
Liquidation value of property										$ 135,000	$ 137,500
Liquidation Value [Member] | 50 Varick Street Office Property [Member] | Mortgages [Member]
Real Estate Properties [Line Items]
Aggregate face amount						760,000
Payment of debt						78,100
Net proceeds from payment of debt						$ 49,100
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | Minimum [Member]
Real Estate Properties [Line Items]
Major tenant rental income, as a percentage of total annualized rental income									10.00%
Customer Concentration Risk [Member] | Liquidation Value [Member] | Sales Revenue, Services, Net [Member] | Minimum [Member]
Real Estate Properties [Line Items]
Major tenant rental income, as a percentage of total annualized rental income								10.00%

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Real Estate Investments - Schedule of Future Minimum Rental Payments for Operating Leases (Detail) - Liquidation Value [Member] $ in Thousands	Sep. 30, 2017 USD ($)
Property Subject to or Available for Operating Lease [Line Items]
October 1, 2017 - December 31, 2017	$ 56,002
2018	223,899
2019	219,700
2020	222,546
2021	217,461
Thereafter	1,234,961
Total	$ 2,174,569

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Real Estate Investments - Schedule of Annualized Rental Income by Major Tenants (Detail) - Worldwide Plaza [Member]	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cravath, Swaine & Moore LLP [Member]
Revenue, Major Customer [Line Items]
Percentage of total annualized rental income		16.00%
Cravath, Swaine & Moore LLP [Member] | Liquidation Value [Member]
Revenue, Major Customer [Line Items]
Percentage of total annualized rental income	25.00%
Nomura Holdings America, Inc [Member]
Revenue, Major Customer [Line Items]
Percentage of total annualized rental income		11.00%
Nomura Holdings America, Inc [Member] | Liquidation Value [Member]
Revenue, Major Customer [Line Items]
Percentage of total annualized rental income	16.00%

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Real Estate Investments - Schedule of Finite-Lived Intangible Assets (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total acquired intangible assets, Gross Carrying Amount	$ 132,348
Below-market leases	75,484
Total market lease intangibles, Gross Carrying Amount	93,452
Total acquired intangible assets, Accumulated Amortization	42,431
Below-market leases	26,864
Total market lease intangibles, Accumulated Amortization	28,265
Total acquired intangible assets, Net Carrying Amount	89,917
Below-market leases	48,620
Total market lease intangibles, Net Carrying Amount	65,187
In-place Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Total acquired intangible assets, Gross Carrying Amount	108,253
Total acquired intangible assets, Accumulated Amortization	36,645
Total acquired intangible assets, Net Carrying Amount	71,608
Other Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Total acquired intangible assets, Gross Carrying Amount	3,804
Total acquired intangible assets, Accumulated Amortization	750
Total acquired intangible assets, Net Carrying Amount	3,054
Above-market ground Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Total acquired intangible assets, Gross Carrying Amount	20,291
Total acquired intangible assets, Accumulated Amortization	5,036
Total acquired intangible assets, Net Carrying Amount	15,255
Above-market Ground Lease Liability [Member]
Finite-Lived Intangible Assets [Line Items]
Total market lease intangibles, Gross Carrying Amount	17,968
Total market lease intangibles, Accumulated Amortization	1,401
Total market lease intangibles, Net Carrying Amount	$ 16,567

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Real Estate Investments - Finite-lived Intangible Assets Amortization Expense (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Rental Income [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization and (accretion) of above- and below-market leases, net	$ (1,455)	$ (4,571)
In Place Leases and Other Intangibles [Member] | Depreciation and Amortization Expense [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of above-market ground lease	2,608	8,415
Above-market ground Leases [Member] | Property Operating Expense [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of above-market ground lease	$ (112)	$ (337)

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Real Estate Investments - Summary of Real Estate Properties Sold (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Real Estate Properties [Line Items]
Contract Sales Price	$ 38,000
Gain on Sale	$ 6,630
Duane Reade [Member]
Real Estate Properties [Line Items]
Disposition Date	Feb. 02, 2016
Contract Sales Price	$ 12,600
Gain on Sale	$ 126
1623 Kings Highway [Member]
Real Estate Properties [Line Items]
Disposition Date	Feb. 17, 2016
Contract Sales Price	$ 17,000
Gain on Sale	$ 4,293
Foot Locker [Member]
Real Estate Properties [Line Items]
Disposition Date	Mar. 30, 2016
Contract Sales Price	$ 8,400
Gain on Sale	$ 2,211

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Real Estate Investments - Summary of Real Estate Properties Sold (Parenthetical) (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($) Mortgages
Real Estate [Abstract]
Number of mortgages repaid | Mortgages	3
Repayment of mortgage notes payable | $	$ 19,069

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Mortgage Notes Payable - Additional Information (Detail) - USD ($)						9 Months Ended
	Nov. 06, 2017	Oct. 11, 2017	Sep. 25, 2017	Aug. 07, 2017	Aug. 01, 2017	Sep. 30, 2017	Dec. 31, 2016	Dec. 20, 2016	Sep. 30, 2015
Debt Instrument [Line Items]
Outstanding loan amount							$ 1,107,526,000
Aggregate face amount				$ 267,900,000
Maximum guarantee cap									$ 5,300,000
50 Varick Street Office Property [Member]
Debt Instrument [Line Items]
Payment of debt				78,100,000
245-249 West 17th Street and 218 West 18th Street [Member]
Debt Instrument [Line Items]
Aggregate face amount			$ 760,000,000
Payment of debt			$ 347,900,000
245-249 West 17th Street and 218 West 18th Street [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Payment of debt		$ 347,900,000
229 West 36th Street [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Payment of debt	$ 66,100,000
Mortgages [Member]
Debt Instrument [Line Items]
Outstanding loan amount							1,129,080,000
Liquidation Value [Member]
Debt Instrument [Line Items]
Outstanding loan amount						$ 1,925,767,000
Percentage of outstanding mortgage loan payable under contract for sale					133.00%
Guarantee agreements, required minimum net worth to be reduced pro rata once outstanding debt of the loan is less than						300,000,000
Guarantee agreements, required minimum net worth						150,000,000
Guarantee agreements, required minimum market value of liquid assets before reduction due to repayment of debt						25,000,000
Guarantee agreements, required minimum market value of liquid assets after reduction due to debt repayment						15,000,000
Guarantee agreements, outstanding debt threshold requirement for reduction of liquid asset requirement						100,000,000
Liquidation Value [Member] | Mortgages [Member]
Debt Instrument [Line Items]
Outstanding loan amount						1,925,767,000
Liquidation Value [Member] | Mortgages [Member] | 50 Varick Street Office Property [Member]
Debt Instrument [Line Items]
Aggregate face amount				760,000,000
Payment of debt				$ 78,100,000
Liquidation Value [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Repayments of Long-term Debt						485,000,000
Mortgage Loan [Member] | Mortgages [Member]
Debt Instrument [Line Items]
Outstanding loan amount							500,000,000
Aggregate face amount								$ 500,000,000
Mortgage Loan [Member] | Liquidation Value [Member] | Mortgages [Member]
Debt Instrument [Line Items]
Outstanding loan amount						$ 448,641,000
Monthly interest rate increase upon extension of maturity date						0.25%
Prepayment requirement for release of collateral, percentage of the allocated amount of collateral						110.00%
Mortgage Loan [Member] | Liquidation Value [Member] | Mortgages [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable rate						2.38%
Variable interest rate cap						3.00%
Mezzanine Loan [Member] | Mortgages [Member]
Debt Instrument [Line Items]
Outstanding loan amount							$ 260,000,000
Aggregate face amount								$ 260,000,000
Mezzanine Loan [Member] | Liquidation Value [Member] | Mortgages [Member]
Debt Instrument [Line Items]
Outstanding loan amount						$ 233,293,000
Monthly interest rate increase upon extension of maturity date						0.25%
Mezzanine Loan [Member] | Liquidation Value [Member] | Mortgages [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable rate						5.65%
Variable interest rate cap						3.00%

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Mortgage Notes Payable - Schedule of Mortgage Notes Payable (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Jun. 01, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Outstanding loan amount			$ 1,107,526
Liquidation Value [Member]
Debt Instrument [Line Items]
Outstanding loan amount	$ 1,925,767
Liquidation Value [Member] | Worldwide Plaza [Member]
Debt Instrument [Line Items]
Outstanding loan amount		$ 875,000
Mortgages [Member]
Debt Instrument [Line Items]
Outstanding loan amount			1,129,080
Less: deferred financing costs, net			(21,554)
Mortgage notes payable, net of deferred financing costs			1,107,526
Mortgages [Member] | Mortgage Loan [Member]
Debt Instrument [Line Items]
Outstanding loan amount			500,000
Mortgages [Member] | Mezzanine Loan [Member]
Debt Instrument [Line Items]
Outstanding loan amount			260,000
Mortgages [Member] | 256 West 38th Street [Member]
Debt Instrument [Line Items]
Outstanding loan amount			24,500
Mortgages [Member] | 1100 Kings Highway [Member]
Debt Instrument [Line Items]
Outstanding loan amount			20,200
Mortgages [Member] | 1440 Broadway [Member]
Debt Instrument [Line Items]
Outstanding loan amount			305,000
Mortgages [Member] | Design Center [Member]
Debt Instrument [Line Items]
Outstanding loan amount			$ 19,380
Mortgages [Member] | Liquidation Value [Member]
Debt Instrument [Line Items]
Outstanding loan amount	$ 1,925,767
Effective interest rate	4.40%
Mortgages [Member] | Liquidation Value [Member] | Mortgage Loan [Member]
Debt Instrument [Line Items]
Encumbered properties	11
Outstanding loan amount	$ 448,641
Effective interest rate	3.20%
Mortgages [Member] | Liquidation Value [Member] | Mezzanine Loan [Member]
Debt Instrument [Line Items]
Encumbered properties	11
Outstanding loan amount	$ 233,293
Effective interest rate	6.50%
Mortgages [Member] | Liquidation Value [Member] | 256 West 38th Street [Member]
Debt Instrument [Line Items]
Encumbered properties	1
Outstanding loan amount	$ 24,500
Effective interest rate	3.10%
Mortgages [Member] | Liquidation Value [Member] | 1100 Kings Highway [Member]
Debt Instrument [Line Items]
Encumbered properties	1
Outstanding loan amount	$ 20,200
Effective interest rate	3.40%
Mortgages [Member] | Liquidation Value [Member] | 1440 Broadway [Member]
Debt Instrument [Line Items]
Encumbered properties	1
Outstanding loan amount	$ 305,000
Effective interest rate	4.30%
Mortgages [Member] | Liquidation Value [Member] | Design Center [Member]
Debt Instrument [Line Items]
Encumbered properties	1
Outstanding loan amount	$ 19,133
Effective interest rate	6.30%
Mortgages [Member] | Liquidation Value [Member] | Worldwide Plaza [Member]
Debt Instrument [Line Items]
Encumbered properties	1
Outstanding loan amount	$ 875,000
Effective interest rate	4.60%

XML

Mortgage Notes Payable - Schedule of Mortgage Notes Payable (Parenthetical) (Detail) - Secured Debt [Member] - Mortgages [Member] - Liquidation Value [Member] $ in Millions	Sep. 30, 2017 USD ($)
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 325
Additional borrowing capacity	$ 20

XML

Fair Value of Financial Instruments - Schedule of Fair Value, Liabilities Measured on Recurring Basis (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	$ 91
Fair Value, Measurements, Recurring [Member] | Derivatives, Net [Member] | Significant Other Observable Inputs Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	$ 91

XML

Fair Value of Financial Instruments - Fair Value, by Balance Sheet Grouping (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage notes payable	$ 3
Significant Unobservable Inputs Level 3 [Member] | Mortgages [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage notes payable	1,129,080
Significant Unobservable Inputs Level 3 [Member] | Mortgages [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage notes payable	$ 1,138,576

XML

Interest Rate Derivatives and Hedging Activities - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Jan. 01, 2017	Dec. 31, 2016
Derivative [Line Items]
Derivative financial instruments				$ 91,000
Loss on derivative instruments	$ (12,000)	$ (370,000)
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member]
Derivative [Line Items]
Amount required to settle its obligations under the agreement at its aggregate termination value incase of breach				100,000
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest Rate Swaps [Member] | Derivative Financial Instruments, Liabilities [Member]
Derivative [Line Items]
Fair value of derivatives				$ 100,000
Liquidation Value [Member]
Derivative [Line Items]
Derivative financial instruments			$ 0
Derivatives, Net [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Loss on derivative instruments		24,000
Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Gain (loss) on hedging activity	$ (12,000)	$ (400,000)

XML

Interest Rate Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Detail)	Dec. 31, 2016 USD ($) Derivative
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member]
Derivative [Line Items]
Number of Instruments | Derivative	2
Notional Amount | $	$ 44,700,000
Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Number of Instruments | Derivative	4
Notional Amount | $	$ 1,065,000,000

XML

Interest Rate Derivatives and Hedging Activities - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Detail) - Cash Flow Hedging [Member] $ in Thousands	Dec. 31, 2016 USD ($)
Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member] | Derivative Financial Instruments, Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets, at fair value	$ 165
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Derivative Financial Instruments, Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities, at fair value	$ (74)

XML

Interest Rate Derivatives and Hedging Activities - Schedule of Income (Loss) Recognized on Interest Rate Derivatives Designated as Cash Flow Hedges (Detail) - Derivatives, Net [Member] - Cash Flow Hedging [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Amount of income (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion)	$ 350	$ (1,308)
Amount of loss recognized in loss on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)		(1)
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion)	$ (310)	$ (990)

XML

Interest Rate Derivatives and Hedging Activities - Schedule of Offsetting Derivative Assets and Liabilities (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gross Amounts of Recognized Assets	$ 165
Gross Amounts of Recognized Liabilities	(74)
Potential Net Amounts of Assets (Liabilities) Presented on the Balance Sheet	91
Gross Amounts Not Offset on the Balance Sheet, Financial Instruments	0
Gross Amounts Not Offset on the Balance Sheet, Cash Collateral Posted	0
Net Amount	$ 91

XML

Common Stock - Additional Information (Detail) - $ / shares		3 Months Ended	9 Months Ended	36 Months Ended
	Jan. 03, 2017	Sep. 30, 2016	Sep. 30, 2016	Oct. 31, 2016	Sep. 30, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Common stock, shares outstanding						167,066,364
Monthly annualized dividend declared		$ 0.12	$ 0.35	$ 0.46
Monthly annualized dividend paid				$ 0.46
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares outstanding						167,100,000
Liquidation Value [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares outstanding					167,900,000
Liquidation Value [Member] | Operating Partnership Unit [Member]
Class of Stock [Line Items]
Shares redeemed	841,660
Outstanding units					0
Liquidation Value [Member] | LTIP Units [Member]
Class of Stock [Line Items]
Outstanding units vested					0
Conversion To Operating Partnership Units [Member] | Liquidation Value [Member] | Common Stock [Member]
Class of Stock [Line Items]
Shares issued	841,660

XML

Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Detail) - Liquidation Value [Member] $ in Thousands	Sep. 30, 2017 USD ($)
Operating leases
2017, Ground Leases	$ 1,248
2018, Ground Leases	5,175
2019, Ground Leases	5,432
2020, Ground Leases	5,432
2021, Ground Leases	5,633
Thereafter, Ground Leases	244,051
Total minimum lease payments	$ 266,971

XML

Commitments and Contingencies - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 1,900,000	$ 5,800,000
Interest expense	$ 16,000	$ 48,000

XML

Commitments and Contingencies - Schedule of Capital Leased Assets (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Capital Leases, Balance Sheet, Assets by Major Class, Net [Abstract]
Buildings, fixtures and improvements	$ 11,785
Less accumulated depreciation and amortization	(2,273)
Total real estate investments, net	$ 9,512

XML

Related Party Transactions and Arrangements - Schedule of Related Party Transactions (Detail) - Affiliated Entity [Member] - Viceroy Hotel [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Related Party Transaction [Line Items]
Hotel revenues	$ 7		$ 36
Liquidation Value [Member]
Related Party Transaction [Line Items]
Hotel revenues		$ 5

XML

Related Party Transactions and Arrangements - Additional Information (Detail) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 01, 2017	Jan. 03, 2017	Mar. 31, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Mar. 07, 2017	Mar. 01, 2017
Advisor [Member] | Property Disposition Fees [Member]
Related Party Transaction [Line Items]
Fees paid to related parties					$ 0		$ 200,000
Liquidation Value [Member] | Advisor [Member]
Related Party Transaction [Line Items]
Asset management fees as a percentage of benchmark								0.50%
Cost of assets maximum								$ 3,000,000,000
Liquidation Value [Member] | Advisor [Member] | Advisory and Consulting Fee [Member]
Related Party Transaction [Line Items]
Fees paid to related parties	$ 500,000	$ 500,000
Liquidation Value [Member] | Service Provider and Affiliates [Member]
Related Party Transaction [Line Items]
Asset management fees as a percentage of benchmark									0.325%
Cost of assets maximum									$ 3,000,000,000
Asset management fees earned above									0.25%
Incentive fee, percentage of excess of hurdle amount			10.00%
Hurdle amount (in dollars per share)			$ 11.00
Property management fees as a percentage of gross revenue			1.75%
Liquidation Value [Member] | Winthrop Advisor and its Affiliates [Member]
Related Party Transaction [Line Items]
Fees paid to related parties				$ 2,677,000		$ 6,611,000
Asset management fees payable				49,000		49,000
Liquidation Value [Member] | Winthrop Advisor and its Affiliates [Member] | Asset Management Fees [Member]
Related Party Transaction [Line Items]
Fees paid to related parties				2,511,000		6,181,000
Asset management fees payable				3,600,000		3,600,000
Asset management fees payable current				$ 2,200,000		$ 2,200,000
Average Invested Assets [Member] | Liquidation Value [Member] | Advisor [Member]
Related Party Transaction [Line Items]
Cost of assets maximum								$ 3,000,000,000
Asset management fees earned above								0.40%
Gross Revenue, Multi-tenant Properties [Member] | Liquidation Value [Member] | Advisor [Member]
Related Party Transaction [Line Items]
Property management fees as a percentage of benchmark								4.00%
Gross Revenue, Multi-tenant Properties [Member] | Liquidation Value [Member] | Advisor [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Oversight fees as a percentage of benchmark								1.00%
Contract Sales Price [Member] | Advisor [Member]
Related Party Transaction [Line Items]
Real estate commission earned by related party					2.00%		2.00%
Contract Sales Price [Member] | Advisor [Member] | Brokerage Commission Fees [Member]
Related Party Transaction [Line Items]
Real estate commission earned by related party					50.00%		50.00%
Contract Sales Price [Member] | Advisor [Member] | Real Estate Commissions [Member]
Related Party Transaction [Line Items]
Real estate commission earned by related party					6.00%		6.00%

XML

Related Party Transactions and Arrangements - Schedule of Amount Incurred and Paid in Connection With Operation Related Services (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Winthrop Advisor and its Affiliates [Member] | Liquidation Value [Member]
Related Party Transaction [Line Items]
Expenses incurred	$ 2,677		$ 6,611
Payable (Receivable)	49		49
Winthrop Advisor and its Affiliates [Member] | Liquidation Value [Member] | Asset Management Fees [Member]
Related Party Transaction [Line Items]
Expenses incurred	2,511		6,181
Payable (Receivable)	3,600		3,600
Winthrop Advisor and its Affiliates [Member] | Liquidation Value [Member] | Property Management Fees [Member]
Related Party Transaction [Line Items]
Expenses incurred	166		430
Payable (Receivable)	$ 49		49
Former Advisor and its Affiliates [Member]
Related Party Transaction [Line Items]
Expenses incurred		$ 4,256		$ 12,725
Expenses waived				994
Payable (Receivable)					$ 455
Former Advisor and its Affiliates [Member] | Asset Management Fees [Member]
Related Party Transaction [Line Items]
Expenses incurred		3,054		9,178
Payable (Receivable)					51
Former Advisor and its Affiliates [Member] | Property Management Fees [Member]
Related Party Transaction [Line Items]
Expenses incurred		446		1,440
Expenses waived				994
Payable (Receivable)					105
Former Advisor and its Affiliates [Member] | Transfer Agent and Other Professional Fees [Member]
Related Party Transaction [Line Items]
Expenses incurred		$ 756		$ 2,107
Payable (Receivable)					$ 299
Former Advisor and its Affiliates [Member] | Liquidation Value [Member]
Related Party Transaction [Line Items]
Expenses incurred			3,313
Former Advisor and its Affiliates [Member] | Liquidation Value [Member] | Asset Management Fees [Member]
Related Party Transaction [Line Items]
Expenses incurred			2,339
Former Advisor and its Affiliates [Member] | Liquidation Value [Member] | Property Management Fees [Member]
Related Party Transaction [Line Items]
Expenses incurred			560
Former Advisor and its Affiliates [Member] | Liquidation Value [Member] | Transfer Agent and Other Professional Fees [Member]
Related Party Transaction [Line Items]
Expenses incurred			$ 414

XML

Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions					3 Months Ended	9 Months Ended		12 Months Ended
	Apr. 15, 2017	Apr. 15, 2016	Apr. 15, 2015	Apr. 15, 2014	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	May 09, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value								$ 0.01
Non-cash compensation expense					$ 0.1		$ 0.5
Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options issued								0
Performance Shares [Member] | LTIP Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
OPP units issued				8,880,579
New Multi-Year Outperformance Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company's market capitalization percentage				5.00%
One-Year Period [Member] | Performance Shares [Member] | New Multi-Year Outperformance Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted			367,059
Two-Year Period [Member] | Performance Shares [Member] | New Multi-Year Outperformance Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted		805,679
Liquidation Value [Member] | Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized						500,000
Stock options issued						0
Liquidation Value [Member] | Performance Shares [Member] | LTIP Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of shares of common stock remaining units									7,664,156
Liquidation Value [Member] | Three -Year Period [Member] | Performance Shares [Member] | New Multi-Year Outperformance Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	43,685
Director [Member] | Liquidation Value [Member] | Restricted Stock [Member] | Restricted Share Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum percent of awards as a percent of total outstanding						10.00%
Common stock, par value						$ 0.01
Vesting period						3 years
Vesting percentage						33.30%

XML

Share-Based Compensation - Schedule of Restricted Share Award Activity (Detail) - Restricted Stock [Member] - Liquidation Value [Member] - Restricted Share Plan [Member]	9 Months Ended
	Sep. 30, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Restricted Shares, Beginning balance | shares	268,780
Number of Restricted Shares, Vested | shares	(172,314)
Number of Restricted Shares, Forfeited | shares	(22,979)
Number of Restricted Shares, Ending balance | shares	73,487
Weighted-Average Issue Price, Beginning balance | $ / shares	$ 10.50
Weighted-Average Issue Price, Vested | $ / shares	10.46
Weighted-Average Issue Price, Forfeited | $ / shares	10.30
Weighted-Average Issue Price, Ending balance | $ / shares	$ 10.30

XML

Share-Based Compensation - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Performance-Based Units, Performance Schedule (Detail) - Liquidation Value [Member] - Performance Shares [Member] - New Multi-Year Outperformance Plan [Member]	Sep. 30, 2017
Performance Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Return if total stockholder return attained above an absolute hurdle measured from the beginning of such period:	21.00%
100% will be earned if total stockholder return achieved is at least:	18.00%
50% will be earned if total stockholder return achieved is:	0.00%
0% will be earned if total stockholder return achieved is less than:	0.00%
Annual Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Return if total stockholder return attained above an absolute hurdle measured from the beginning of such period:	7.00%
100% will be earned if total stockholder return achieved is at least:	6.00%
50% will be earned if total stockholder return achieved is:	0.00%
0% will be earned if total stockholder return achieved is less than:	0.00%
Interim Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Return if total stockholder return attained above an absolute hurdle measured from the beginning of such period:	14.00%
100% will be earned if total stockholder return achieved is at least:	12.00%
50% will be earned if total stockholder return achieved is:	0.00%
0% will be earned if total stockholder return achieved is less than:	0.00%
Minimum [Member] | Relative Component Cumulative Return Above Threshold [Member] | Performance Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Return percentage threshold	0.00%
Minimum [Member] | Relative Component Cumulative Return Above Threshold [Member] | Annual Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Return percentage threshold	0.00%
Minimum [Member] | Relative Component Cumulative Return Above Threshold [Member] | Interim Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Return percentage threshold	0.00%
Maximum [Member] | Relative Component Cumulative Return Above Threshold [Member] | Performance Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Return percentage threshold	18.00%
Maximum [Member] | Relative Component Cumulative Return Above Threshold [Member] | Annual Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Return percentage threshold	6.00%
Maximum [Member] | Relative Component Cumulative Return Above Threshold [Member] | Interim Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Return percentage threshold	12.00%

XML

Share-Based Compensation - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Performance-Based Units, Performance Schedule (Parenthetical) (Detail) - Performance Shares [Member] - New Multi-Year Outperformance Plan [Member] - Liquidation Value [Member]	Sep. 30, 2017
Relative Component Cumulative Return Above Threshold [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares awarded as a percentage of maximum	100.00%
Absolute Component Excess Return Above Peer Group [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized, percentage of benchmark	4.00%
Relative Component Excess Return Above Threshold [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized, percentage of benchmark	4.00%
Relative Component Cumulative Return Equal to Threshold [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares awarded as a percentage of maximum	50.00%
Relative Component Cumulative Return Below Threshold [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares awarded as a percentage of maximum	0.00%

XML

Share-Based Compensation - Schedule of Fair Value, Liabilities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - Multi-year Outperformance Plan [Member] $ in Thousands	Dec. 31, 2016 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OPP	$ 5,457
Significant Unobservable Inputs Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OPP	$ 5,457

XML

Share-Based Compensation - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (Detail) - Share Based Compensation Liability [Member] - Fair Value, Measurements, Recurring [Member] - Monte Carlo Simulation [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
OPP	$ 5,457
Expected volatility	28.00%

XML

Earnings Per Share - Summary of Basic and Diluted Net Loss Per Share Computations (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Earnings Per Share [Abstract]
Basic and diluted net loss attributable to stockholders	$ (45,267)	$ (56,320)
Weighted average shares outstanding, basic and diluted	165,384,074	164,700,025
Net loss per share attributable to stockholders, basic and diluted	$ (0.27)	$ (0.34)

XML

Non-Controlling Interests - Additional Information (Detail) - USD ($) $ in Millions		9 Months Ended
	Jan. 03, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Advisor [Member]
Noncontrolling Interest [Line Items]
Distributions to non-controlling interest holders			$ 1.8
OP Units [Member] | Advisor [Member]
Noncontrolling Interest [Line Items]
Number of units held by Advisor				841,660
LTIP Units [Member] | Advisor [Member]
Noncontrolling Interest [Line Items]
Number of units held by Advisor				7,707,841
Liquidation Value [Member] | Advisor [Member]
Noncontrolling Interest [Line Items]
Distributions to non-controlling interest holders		$ 0.0
Liquidation Value [Member] | OP Units [Member]
Noncontrolling Interest [Line Items]
Redemption of OP units	841,660
Common Stock [Member]
Noncontrolling Interest [Line Items]
Shares issued upon redemption			3,336,430,000
Common Stock [Member] | Liquidation Value [Member]
Noncontrolling Interest [Line Items]
Shares issued upon redemption	841,660