New York REIT, Inc. (NYSE:NYRT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Completion of 1-for-10 Reverse Stock Split
On March 15, 2018, New York REIT, Inc. (the “Company”) completed a previously announced reverse stock split of the Company’s common stock, at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split took effect at 5:00 p.m. Eastern Time on March 15, 2018.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Charter Amendments
In connection with the Reverse Stock Split, on March 15, 2018, the Company filed two Articles of Amendment (the “Charter Amendments”) to its charter that provided for:
| (i) | a 1-for-10 reverse stock split of the Company’s issued and outstanding common stock (the “Common Stock”), effective at 5:00 p.m. Eastern Time on March 15, 2018; |
| (ii) | the par value of the Common Stock to be decreased from $0.10 per share (as a result of the 1-for-10 Reverse Stock Split) back to $0.01 per share, effective at 5:01 p.m. Eastern Time on March 15, 2018; and |
| (iii) | the total number of shares that the Company has authority to issue to be decreased from 350,000,000 to 35,000,000 shares, of which (a) 30,000,000 is designated as Common Stock; and (b) 5,000,000 is designated as preferred stock, $0.01 par value per share, effective at 5:01 p.m. Eastern Time on March 15, 2018. |
The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the complete Charter Amendments, copies of which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On March 15, 2018, the Company issued a press release. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
New York REIT, Inc. ExhibitEX-3.1 2 tv488585_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 NEW YORK REIT,…To view the full exhibit click here
About New York REIT, Inc. (NYSE:NYRT)
New York REIT, Inc. is a real estate investment trust. The Company focuses on acquiring and owning office and retail properties in Manhattan. The Company’s business is primarily conducted through New York Recovery Operating Partnership, L.P. The Company owns approximately 20 properties in New York City, which aggregate approximately 3.4 million rentable square feet. The Company holds interests in properties of various types, such as office, retail, hotel, parking and storage. The Company’s properties include Design Center, 416 Washington Street, 50 Varick Street, 1440 Broadway, One Worldwide Plaza, 256 West 38th Street, 229 West 36th Street, 333 West 34th Street, 367-387 Bleecker Street, 33 West 56th Street (garage), 350 West 42nd Street, Foot Locker, Duane Reade and 1100 Kings Highway.