SC TO-T 1 a18-2195_1sctot.htm SC TO-T

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC.

(Name of Subject Company)

 

COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP

(Offeror)

 

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

02918L100

(CUSIP Number of Class of Securities)

 

 

Ziv Sapir

Comrit Investments 1, LP

9 Ahad Ha’am Street

Tel Aviv, Israel 6129101

+ 972-3-519-9936

 

Copy to:

 

Amos W. Barclay

Holland & Hart LLP

1800 Broadway, Suite 300

Boulder, Colorado 80302

Phone: (303) 473-2700

(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Offeror)

 

Calculation of Filing Fee:

 

Transaction
Valuation*

 

Amount of
Filing Fee

$

23,488,000

 

$

2,924.26

 

*

 

For purposes of calculating the filing fee only. Assumes the purchase of 1,600,000 shares of Common Stock at a purchase price equal to $14.68 per share in cash.

o

 

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

Amount Previously Paid:

 

 

Form or Registration Number:

 

 

Filing Party:

 

 

Date Filed:

o

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

x

 

third party tender offer subject to Rule 14d-1.

o

 

issuer tender offer subject to Rule 13e-4.

o

 

going private transaction subject to Rule 13e-3

o

 

amendment to Schedule 13D under Rule 13d-2

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o

 

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o

 

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 


 

TENDER OFFER

 

This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by Comrit Investments 1, Limited Partnership (the “Purchaser”) to purchase up to 1,600,000 shares of common stock, par value $0.01 per share (the “Shares”), in American Realty Capital New York City REIT, Inc. (the “Corporation”), the subject company, at a purchase price equal to $14.68 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated January 29, 2018 (the “Offer Date”) and the related Assignment Form, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. Any dividends paid after March 6, 2018, or such other date to which this Offer may be extended (the “Expiration Date”), by the terms of the Offer and as set forth in the Assignment Form, would be assigned by tendering Shareholders to the Purchaser.

 

Tender of Shares will include the tender of any and all securities into which the Shares may be converted and any securities distributed with respect to the Shares from and after the Offer Date. The Purchaser is entitled to all proceeds that are paid after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the tendering Shareholders with respect to the transferred Shares, regardless of when the claims asserted and such action accrued.

 

The Corporation had 13,740 holders of record owning an aggregate of 30,736,654 shares of its common stock as of February 28, 2017, according to its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The Purchaser and its affiliates currently beneficially own approximately 45,202 shares of common stock in the Corporation, or less than 0.15% of the common stock outstanding as of October 31, 2017. The 1,600,000 Shares subject to the Offer constitute approximately 5.12% of the outstanding shares of common stock of the Corporation. Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchaser of up to $23,488,000 in aggregate purchase price, which the Purchaser intends to fund out of its current working capital.

 

The address of the Corporation’s principal executive offices is 405 Park Avenue, 4th Floor, New York, New York 10022, and its phone number is (212) 415-6500.

 

The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement.

 

Item 12. Exhibits.

 

(a)(1)

 

Offer to Purchase dated January 29, 2018

 

 

 

(a)(2)

 

Assignment Form

 

 

 

(a)(3)

 

Form of Letter to Shareholders dated January 29, 2018

 

 

 

(a)(4)

 

Press Release

 

 

 

(b) - (h)

 

Not applicable.

 

Item 13. Information Required by Schedule 13E-3.

 

Not applicable.

 

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SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 29, 2018

 

Comrit Investments 1, LP

 

By: Comrit Investments Ltd., its General Partner

 

 

By:

/s/ Ziv Sapir

 

 

 

Ziv Sapir, Chief Executive Officer

 

 

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