New York REIT,Inc. (NYSE:NYRT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 of this Current Report
on Form 8-K is hereby incorporated by reference into this Item
1.01.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
Acquisition of Equity Interest in Worldwide Plaza
On June 1, 2017, New York REIT, Inc. (the Company), through a
wholly owned subsidiary (the WWP JV Sub), acquired a 49.9% equity
interest (the Call Interest) in WWP Holdings, LLC (Worldwide
Plaza) to the Companys exercise of its option (the WWP Option)
under the joint venture agreement governing Worldwide Plaza (the
JV Agreement). to the JV Agreement, the purchase price paid by
the Company for the Call Interest (including adjustments and net
of closing costs) was approximately $276.7 million, including
$30.0 million previously deposited in escrow in connection with
the exercise of the WWP Option. Following this acquisition, WWP
JV Sub now owns a total equity interest of 98.8% in Worldwide
Plaza, with the other 1.2% equity interest in Worldwide Plaza
having been retained by WWP JV Subs joint venture partner to its
rights under the JV Agreement. The Companys exercise of the WWP
Option was previously reported in the Companys Current Report on
Form 8-K filed with the Securities and Exchange Commission on
March 31, 2017.
Worldwide Plaza is the indirect owner of the Worldwide Plaza
property, a mixed use building located on Eighth Avenue between
49th and 50th Streets in Manhattan containing approximately 2.05
million rentable square feet including approximately 1.8 million
rentable square feet of office space.
to the JV Agreement, the Companys acquisition of the Call
Interest was subject to the satisfaction of the conditions
relating to WWP JV Sub as the transferee of the Call Interest
under the mortgage and mezzanine indebtedness encumbering the
Worldwide Plaza property to loan agreements dated as of February
25, 2013 (together, the Loan Agreements) for a mortgage loan in
the aggregate amount of $710.0 million (the Mortgage Loan) and a
mezzanine loan in the aggregate amount of $165.0 million (the
Mezzanine Loan and, together with the Mortgage Loan, the Loans).
At the closing of the Companys purchase of the Call Interest, the
Company paid, as required by the Loan Agreements, aggregate fees
of approximately $2.2 million to the current lender under the
Mortgage Loan, U.S. Bank National Association, as trustee for the
benefit of the holders of COMM 2013-WWP Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, and the current
lender under the Mezzanine Loan, CPPIB Credit Investments Inc.
(together, the Current Lenders).
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Worldwide Plaza Mortgage and Mezzanine Loans
As of June 1, 2017, $710.0 million was outstanding under the
Mortgage Loan and $165.0 million was outstanding under the
Mezzanine Loan. to customary security agreements (the Security
Agreements), the Mortgage Loan is secured by a mortgage on the
Worldwide Plaza property and the Mezzanine Loan is secured by a
pledge of indirect equity interests in the wholly owned
subsidiaries of Worldwide Plaza that are borrowers under the
Mezzanine Loan.
The principal balance of the Loans is due on the maturity date of
March 6, 2023 but may be prepaid in whole, but not in part, at
any time following December 6, 2022 without payment of any fee,
penalty or premium. Prior to December 6, 2022, the Loans may not
be prepaid except in connection with casualty or condemnation
upon payment of a premium but may be defeased in their entirety,
with the applicable collateral being released, to customary
defeasance procedures.
The Mortgage Loan bears interest at a rate of 3.99868% per annum
and the Mezzanine Loan bears interest at a rate of 6.75% per
annum for a weighted average interest rate of 4.6% per annum. The
Loans require monthly interest-only payments until April 6, 2018,
when monthly principal amortization payments will also be
required.
The Loans are generally non-recourse except with respect to
liabilities arising out of certain so-called bad boy events and
certain environmental indemnities. On June 1, 2017, as required
under the Loan Agreements in connection with the transfer of the
Call Interest to WWP JV Sub, the Company executed guaranties in
favor of the Current Lenders with respect to these liabilities
(the Guaranties) and environmental indemnity agreements (the
Environmental Indemnities) with respect to these environmental
indemnities. The Guaranties also require the Company to maintain
a minimum net worth of $300.0 million (exclusive of the Companys
interest in the Worldwide Plaza property and any other collateral
for the Loans) and minimum liquid assets of $10.0 million.
The descriptions of the Loan Agreements, the Security Agreements,
the Guaranties and the Environmental Indemnities in this Current
Report on Form 8-K are summaries and are qualified in their
entirety by the complete terms of the Loan Agreements, the
Security Agreements, the Guaranties and the Environmental
Indemnities. Copies of the Loan Agreements, the Security
Agreements, the Guaranties and the Environmental Indemnities are
attached as Exhibits 10.1-10.8 to this Current Report on Form 8-K
and incorporated by reference herein.
Item 7.01. Other Events.
On June 1, 2017, the Company issued a press release announcing
the acquisition of the Call Interest, a copy of which is filed as
Exhibit 99.1 hereto.
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.
(a) Financial Statements of Businesses Acquired
Financial statements of the real estate operations acquired and
any additional information specified by Rule 3-14 of Regulation
S-X will be filed by amendment to this Current Report on Form 8-K
no later than 71 days following the date that this Current Report
on Form 8-K was required to be filed.
(b) Pro Forma Financial Information
Pro forma financial information required to Article 11 of
Regulation S-X will be filed by amendment to this Current Report
on Form 8-K no later than 71 days following the date that this
Current Report is required to be filed.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 |
Loan Agreement, dated as of February 25, 2013 by and among |
|
| 10.2 |
Mezzanine Loan Agreement, dated as of February 25, 2013, by |
|
| 10.3 |
Amended and Restated Mortgage, Assignment of Leases and |
|
| 10.4 |
Pledge and Security Agreement, dated as of February 25, |
|
| 10.5 |
Guaranty of Recourse Obligations, dated as of June 1, 2017, |
|
| 10.6 |
Guaranty of Recourse Obligations (Mezzanine), dated as of |
|
| 10.7 |
Environmental Indemnity Agreement, dated as of June 1, |
|
| 10.8 |
Environmental Indemnity Agreement (Mezzanine), dated as of |
|
| 99.1 | Press Release dated June 1, 2017. |
About New York REIT, Inc. (NYSE:NYRT)
New York REIT, Inc. is a real estate investment trust. The Company owns a portfolio of commercial real estate. The Company’s business is primarily conducted through New York Recovery Operating Partnership, L.P. As of December 31, 2016, the Company owned 19 properties, which aggregated 3.3 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) and 350 West 42nd Street. New York REIT, Inc. (NYSE:NYRT) Recent Trading Information
New York REIT, Inc. (NYSE:NYRT) closed its last trading session up +0.02 at 8.61 with 2,220,611 shares trading hands.