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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/26/18 American Realty Cap NY City … Inc SC TO-I/A 1:22K American Realty Cap NY City … Inc Toppan Vintage/FA |
Document/Exhibit Description Pages Size
1: SC TO-I/A Amendment to Tender-Offer Statement - Issuer HTML 17K
Tender Offer
As filed with the Securities and Exchange Commission on March 26, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER 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 (Issuer) and Filing Person (Offeror))
Common Stock, $0.01 par value per share
(Title of Class of Securities)
02918L100
(CUSIP Number of Class of Securities)
Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer, President, and Secretary
American Realty Capital New York City REIT, Inc.
405 Park Avenue, 4th Floor
New York, New York 10022
(212) 415-6500
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
With copies to:
| Peter M. Fass, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036 (212) 969-3000 |
Michael J. Choate, Esq. Proskauer Rose LLP Three First National Plaza 70 West Madison, Suite 3800 Chicago, Illinois 60602 (312) 962-3567 |
CALCULATION OF FILING FEE
Transaction Valuation:
| Amount of
| |||||
| $ | 2,384,200(a) | $ | 296.84(b) | |||
| (a) | Calculated as the maximum aggregate purchase price to be paid for shares of common stock. |
| (b) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2018, equals $124.50 per million dollars of the aggregate value of the transaction. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $3,735.00 | Filing Party: | American Realty Capital New York City REIT, Inc. |
| Form or Registration No.: | 005-90261 | Date Filed: | February 6, 2018 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check the appropriate boxes below to designate any transactions to which the statement relates: |
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | 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: x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer). |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer). |
SCHEDULE TO
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on February 6, 2018 and amended by Amendment No. 1 thereto filed with the SEC on February 22, 2018 and Amendment No. 2 thereto filed with the SEC on March 6, 2018 (as amended by Amendment No. 3, the “Schedule TO”). This Schedule TO relates to the offer by American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), to purchase up to 140,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a purchase price equal to $17.03 per Share, net to the seller in cash, less any applicable withholding taxes and without interest and subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to, but not more than, 2% of the Company’s outstanding Shares (resulting in a commensurate increase in the dollar volume by up to approximately $10.7 million) without amending or extending the offer in accordance with rules promulgated by the SEC. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 6, 2018 (the “Original Offer to Purchase”), as amended and supplemented by Amendment and Supplement No. 1 thereto, dated February 22, 2018 (“Supplement No. 1”), and Amendment and Supplement No. 2 thereto, dated March 6, 2018 (together with Supplement No. 1 and the Original Offer to Purchase, as the same may be further amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal, which, together with any amendments or supplements thereto, constitute the “Offer.”
The purpose of this Amendment No. 3 is to serve as a final amendment to the Schedule TO reporting the final results of the Offer. Only those items amended are reported in this Amendment No. 3.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information thereto:
“The Offer proration period and withdrawal rights expired at 11:59 p.m. Eastern Time, on March 20, 2018, and the Offer was not extended. The Company has been advised by the Depositary that a total 1,425,191 Shares were validly tendered and not validly withdrawn, except for tenders of odd lots, and, therefore, the Offer was oversubscribed. In accordance with the terms of the Offer, the Company has accepted for purchase 140,000 Shares at a purchase price equal to $17.03 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, except for tenders of odd lots, which were accepted in full, for a total cost of approximately $2.4 million, excluding fees and expenses relating to the Offer. Payment for the Shares purchased pursuant to the Offer will commence promptly. The Company has determined that the proration factor for the Offer, after giving effect to the priority of odd lots, is approximately 9.8% of the total number of Shares properly tendered and not properly withdrawn by all stockholders, except for tenders of odd lots. The Shares accepted for purchase in the Offer represent less than 0.01% of the issued and outstanding Shares as of February 28, 2018.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: March 26, 2018 | American Realty Capital New York City REIT, Inc. | |
| By: | /s/ Edward M. Weil, Jr. | |
| Edward M. Weil, Jr. Executive Chairman, Chief Executive Officer, President, and Secretary | ||
| This ‘SC TO-I/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/26/18 | |||
| 3/20/18 | DEF 14A | |||
| 3/6/18 | 8-K, DEFA14A, PRE 14A, SC 14D9/A, SC TO-I/A | |||
| 2/28/18 | ||||
| 2/22/18 | SC 14D9/A, SC TO-I/A | |||
| 2/6/18 | 8-K, SC 14D9, SC TO-I | |||
| List all Filings | ||||