New York REIT,Inc. (NYSE:NYRT) Files An 8-K Entry into a Material Definitive Agreement

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.

Services Agreement

On December 19, 2016, New York REIT, Inc. (the Company) and its
operating partnership, New York Recovery Operating Partnership,
L.P., (the Operating Partnership) entered into an agreement (the
Services Agreement) with Winthrop REIT Advisors LLC (the Service
Provider), to which the Service Provider will serve as (i) the
Companys exclusive advisor with respect to all matters primarily
related to any plan of liquidation and dissolution of the Company
and the Operating Partnership and will also serve as a consultant
to the Board of Directors of the Company (the Board) on certain
other matters described below during the period from January 3,
2017 through the Transition Date (as defined below) (such period,
the Interim Period), and (ii) as exclusive advisor to the Company
and the Operating Partnership from and after the Transition Date.
All services provided to the Services Agreement are subject to
the supervision of the independent directors of the Board (the
Independent Directors).

The Companys stockholders will be asked to approve a plan of
liquidation and dissolution of the Company and the Operating
Partnership previously adopted by the Board (the Proposed Plan of
Liquidation) at a special meeting scheduled to be held on January
3, 2017.

The Transition Date will occur upon the earlier of (i) three
business days after written notice from the Independent Directors
to the Companys current advisor, New York Recovery Advisors, LLC
(NYRA), following the filing of the Companys Annual Report on
Form 10-K for the year ended December 31, 2016 with the
Securities and Exchange Commission (the SEC), but not earlier
than March 3, 2017, and (ii) April 1, 2017.

The Service Provider, together with its affiliates, currently
owns 1,238,140 shares of the Companys common stock. Other than as
described herein, the Company does not have any material
relationships with the Service Provider except in connection with
the settlement agreement between the Company and affiliates of
the Service Provider as described in the Companys Current Report
on Form 8-K filed with the Securities and Exchange Commission
(the SEC) on October 24, 2016.

Prior to the Transition Date, NYRA will continue to provide all
services related to managing the Companys day-to-day operations
that are not related to a Plan of Liquidation, which includes the
Proposed Plan of Liquidation or any other plan of liquidation and
dissolution of the Company approved by the Board (including a
majority of the Independent Directors) and the Companys
stockholders, subject to the supervision of the Independent
Directors. Following the Transition Date, the Service Provider,
and not NYRA, will be responsible for providing these services in
addition to the services with respect to a Plan of Liquidation
that the Service Provider will commence providing to the Company
beginning on January 3, 2017.

The following description of the Services Agreement is a summary
of the material terms of the Services Agreement and is qualified
in its entirety by the full text of the Services Agreement, which
is filed herewith as Exhibit 10.1 and incorporated herein by
reference.

Services

During the Interim Period, the Service Provider has agreed to
serve as the exclusive advisor to the Company with respect to
implementation and oversight of, and the taking of all actions in
connection with, a Plan of Liquidation,, and as a consultant to
the Board on certain other matters relating to the Companys
investment program, consistent with the Companys investment
objectives and policies, and leases or renewals of leases at the
Companys properties..

During the Interim Period, the Service Provider has agreed to use
its reasonable best efforts to cooperate with NYRA, the Company
and the Operating Partnership to enable an orderly transition of
advisory services from NYRA to the Service Provider, and, to the
extent a Plan of Liquidation has not yet been approved and
adopted, to provide advice to the Board with respect to an
investment program consistent with the investment objectives and
policies of the Company and make recommendations to the Board
with respect to any leases, or renewals thereof, for space at any
of the properties owned by the Company.

After the Transition Date, the Service Provider will continue to
execute the Plan of Liquidation, and, if a Plan of Liquidation
has not been approved and adopted by the Transition Date, the
Service Provider will, commencing on the Transition Date and
until a Plan of Liquidation is approved and adopted, use its
reasonable best efforts to provide a continuing and suitable
investment program consistent with the investment objectives and
policies of the Company as determined and adopted from time to
time by the Board

Fees and Expenses

Beginning on March 1, 2017, the Company will pay the Service
Provider an asset management fee equal to 0.325% per annum of the
cost of assets (as defined in the Services Agreement); provided,
however, that if the cost of assets exceeds $3.0 billion on the
applicable determination date, then the asset management fee will
be equal to 0.325% per annum of the cost of assets up to $3.0
billion and 0.25% per annum of the cost of assets in excess of
$3.0 billion. The asset management fee is payable in monthly
installments on the first business day of each month. The cost of
assets (as defined in the Services Agreement) was not in excess
$3.0 billion as of December 19, 2016.

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 Companys stockholders on account of their shares of common
stock in connection with a merger or other change in control
transaction to an agreement with the Company entered into after
the Transition Date (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 Service Provider 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.

On each of January 3, 2017 and February 1, 2017, the Company will
pay the Service Provider a fee of $500,000 in cash as
compensation for advisory services and consulting services
rendered prior to the Transition Date.

If the Service Provider or its affiliates provide any property
management services, the Company will pay the Service Provider
1.75% of gross revenues, inclusive of all third party property
management fees, for any property management services provided to
the Company by the Service Provider or any of its affiliates

The Company is required to pay directly or reimburse the Service
Provider for certain reasonable and documented out-of-pocket
expenses paid or incurred by the Service Provider or its
affiliates in connection with the services provided to the
Company and the Operating Partnership to the Services Agreement.
These expenses may not exceed $100,000 for the period prior to
the Transition Date.

Executives and Personnel

Under the Services Agreement, the Service Provider is required as
of the Transition Date to provide the Company with, among other
personnel, a chief executive officer and a chief financial
officer. The Company has agreed that, on the Transition Date, the
Company will appoint Wendy Silverstein as the chief executive
officer and John Garilli as the chief financial officer of the
Company. The Company will not reimburse either the Service
Provider or any of its affiliates for any internal selling,
general or administrative expense of the Service Provider or its
affiliates, including the salaries and wages, benefits or
overhead of personnel providing services to the Company,
including a chief executive officer and a chief financial
officer.

Standstill

During the term of the Services Agreement, the Service Provider,
together with its affiliates, is required to hold at least
1,000,000 shares of the Companys common stock. Other than with
respect to this stockholding requirement, the Service Provider or
any of its affiliates may not (i) acquire or offer to acquire any
of the Companys assets, whether in connection with a Plan of
Liquidation or otherwise, or (ii) contribute debt or equity
financing to, or otherwise invest in, the Company, the Operating
Partnership or any of their respective subsidiaries.

Term and Termination

The initial term of the Services Agreement expires on February
28, 2018 and thereafter renews automatically for successive six
month periods unless a majority of the Independent Directors or
the Service Provider elects to terminate the Services Agreement
without cause and without penalty, upon written notice thirty
(30) days prior to the end of such term. The Services Agreement
may also be terminated upon thirty (30) days written notice by a
majority of the Independent Directors with cause (as defined in
the Services Agreement) or if Ms. Silverstein resigns or is
otherwise unavailable to serve as the chief executive officer of
the Company for any reason and the Service Provider has not
identified a replacement chief executive officer who is
acceptable to a majority of the Independent Directors.

In addition, the Services Agreement will terminate automatically
upon: (i) the occurrence of a change of control (as defined in
the Services Agreement), other than as a result of the
transactions contemplated by a Plan of Liquidation, or (ii) at
the effective time of the dissolution of the Company in
accordance with a Plan of Liquidation or, (iii) if the assets of
the Company are transferred to a liquidating trust, the final
disposition of the assets transferred by the liquidating trust.

After termination, the Service Provider is entitled to receive
all amounts then accrued and owing to the Service Provider,
including any accrued Incentive Fee, but is not entitled to a
termination fee or any other amounts.

Amendment to Existing Agreement with
NYRA

On December 19, 2016, the Company, the Operating Partnership and
NYRA entered into an amendment (the Advisory Amendment) to the
Seventh Amended and Restated Advisory Agreement (as amended, the
Advisory Agreement) dated as of June 26, 2015, to which NYRA
currently provides advisory services to the Company and the
Operating Partnership.

The Advisory Amendment extends the term of the Advisory Agreement
to March 31, 2017 (the Initial Extension Period). In addition,
the Company may, with approval of the Independent Directors,
extend the term of the Advisory Agreement for up to five
successive 30-day periods (each, an Additional Extension Period)
upon at least 45 days notice prior to the expiration of the
Initial Extension Period and upon at least 30 days notice prior
to the expiration of any Additional Extension Period.
Notwithstanding the foregoing, the Advisory Amendment also
provides that, following the later of February 28, 2017 and the
filing of the Companys Annual Report on Form 10-K for the year
ending December 31, 2016, the Advisory Agreement may be
terminated upon three business days written notice from the
Independent Directors to NYRA.

Upon termination of the Advisory Agreement, NYRA will no longer
serve as the Companys advisor or have any advisory responsibility
to the Company and the Operating Partnership, and all parties
will remain subject to their existing obligations upon
termination under the Advisory Agreement, which include NYRAs
obligation to cooperate with the Company and the Board in making
an orderly transition of the advisory function and the Companys
obligation to pay all amounts then accrued and owing to the
Advisor.

NYRA has also agreed to work in good faith and cooperate with the
reasonable requests of the Board, the Company and the Operating
Partnership to enable an orderly transition of advisory services
from NYRA to any successor advisor throughout the term of the
Advisory Agreement. NYRA is also required to provide to the
Board, the Company and the Operating Partnership such necessary
information, books and records of the Company and the Operating
Partnership (including property-level information) in the
electronic form as then exists as of the date so requested.

Further, as a result of the Advisory Amendment, the Advisory
Agreement will now terminate automatically upon the occurrence of
a change of control (as defined in the Advisory Agreement).

The Advisory Amendment also eliminates the requirement in the
Advisory Agreement that the Company pay NYRA a property
disposition fee and limits the amount of the expenses incurred by
NYRA that the Company is required to reimburse to the Advisory
Agreement to no more than (i) $722,000 for the Initial Extension
Period and (ii) $240,666.66 per each Additional Extension Period.

Until the Transition Date, NYRA and not the Service Provider will
be responsible for maintaining the Companys accounting, tax,
regulatory and other records and taking all actions necessary to
file any reports required to be filed by the Company with the
SEC, the Internal Revenue Service and other regulatory agencies
or any applicable stock exchange. to the Advisory Amendment, NYRA
will have no responsibility (and no liability) with respect to a
Plan of Liquidation and any liquidation accounting associated
therewith.

The foregoing description of the Advisory Amendment is a summary
of the material terms of the Advisory Amendment and is qualified
in its entirety by the full text of the Advisory Amendment, which
is filed herewith as Exhibit 10.2 and incorporated herein by
reference.

Amendment to Existing Agreement with Property
Manager

On December 19, 2016, the Company, the Operating Partnership and
New York Recovery Properties, LLC (the Property Manager), an
affiliate of NYRA, entered into an amendment (the Property
Manager Amendment) to the Amended and Restated Management
Agreement (the Property Manager Agreement) dated as of September
2, 2010, to which the Property Manager serves as the exclusive
manager and agent of the Companys properties.

The current term of the Property Manager Agreement expires on
September 1, 2017. to the Property Manager Amendment, the
Property Manager Agreement will terminate, if earlier, on the
expiration or termination of the Advisory Agreement, as amended
by the Advisory Amendment.

The foregoing description of the Property Manager Amendment is a
summary of the material terms of the Property Manager Amendment
and is qualified in its entirety by the full text of the Property
Manager Amendment, which is filed herewith as Exhibit 10.3 and
incorporated herein by reference.

Personnel Side Letter

On December 19, 2016, the Company, the Operating Partnership,
NYRA and the Property Manager entered into a letter agreement
(the Personnel Side Letter), requiring the Company to fund, and
NYRA to pay, certain amounts to incentivize and retain certain
personnel of NYRA and its affiliates (the Advisor Employees).
Except for Patrick OMalley, the Companys chief investment
officer, none of the Companys executive officers, all of whom are
employees of NYRA or its affiliates, are included among the
Advisor Employees.

The Personnel Side Letter provides that the 2016 bonus to be paid
by NYRA to each Advisor Employee who remains employed by NYRA or
its affiliates will be no less than 75% of such Advisor Employees
2015 bonus.

The Personnel Side Letter also includes provisions for payments
of retention bonuses allocated among the Advisor Employees. to an
escrow agreement to be entered into among the Company, NYRA and
Chicago Title Insurance Company on or before December 21, 2016,
the Company will deposit an amount equal to $683,887.50 in an
escrow account on December 26, 2016. The amount in the escrow
account will be used to pay the retention bonuses allocated to
each Advisor Employee who remains employed by NYRA or its
affiliates as a retention bonus, with two-thirds of the bonus
payable upon the filing of the Companys Annual Report on Form
10-K for the year ending December 31, 2016 and the remainder
payable on the earlier of the termination of the Advisory
Agreement or the final day of the Initial Extension Period. Upon
the occurrence of a change of control prior to the filing of the
Companys Annual Report on Form 10-K for the year ending December
31, 2016 or the final day of the Initial Extension Period, the
entirety of the amounts to be paid will be paid to those Advisor
Employees who remain employed by NYRA or its affiliates at that
time. No portion of the amount held in escrow will be refundable
to the Company for any reason other than equitable adjustment to
account for any Advisor Employees who are no longer employed by
NYRA or its affiliates as of the date of a payment.

No later than five business days prior to the beginning of each
Additional Extension Period (if any), the Company will pay to
NYRA an additional amount equal to $227,962.50 (equitably
adjusted to account for any Advisor Employee who, as of the
beginning of the Additional Extension Period, is no longer
employed by NYRA or its affiliates), and NYRA will pay the amount
allocated to each Advisor Employee who remains employed by NYRA
or its affiliate on the last regularly scheduled payroll date
during the applicable Additional Extension Period. No portion of
these amounts paid to NYRA will be refundable to the Company for
any reason other than equitable adjustment to account for any
Advisor Employees who are no longer employed by NYRA or its
affiliates as of the date of a payment.

The foregoing description of the Personnel Side Letter is a
summary of the material terms of the Personnel Side Letter and is
qualified in its entirety by the full text of the Advisory
Amendment, which is filed herewith as Exhibit 10.5 and
incorporated herein by reference.

OPP Side Letter

On December 19, 2016, the Company, the Operating Partnership,
NYRA and the Property Manager entered into a letter agreement
(the OPP Side Letter) related to limited partnership units of the
Operating Partnership entitled LTIP Units (LTIP Units) issued to
NYRA to the Companys Second Amended and Restated 2014 Advisor
Multi-Year Outperformance Agreement (the OPP). Specifically:

the 1,172,738 LTIP Units that were previously earned under the OPP will vest automatically on December 26, 2016, and will be converted on a one-for-one basis into unrestricted shares of the Companys common stock;

the number of LTIP Units earned in the third and final year of the OPP (the Year 3 LTIP Units) will be calculated on April 15, 2017 (the Final Valuation Date), in accordance with the terms of the OPP and will be immediately vested and converted on a one-for-one basis into unrestricted shares of the Companys common stock on the Final Valuation Date; and

if a change of control (as defined in the OPP) occurs prior to the Final Valuation Date, the number of Year 3 LTIP Units will be calculated at the close of such change of control and the value of such Year 3 LTIP Units will be paid to NYRA in cash at such time.

to the resolutions adopted by the Board in connection with the
OPP Side Letter, the Board has authorized the Company to file a
Registration Statement on Form S-3 registering the resale of the
shares of the Companys common stock issuable in exchange for the
previously earned LTIP Units and the Year 3 LTIP Units on or
prior to December 26, 2016.

The foregoing description of the OPP Side Letter is a summary of
the material terms of OPP Side Letter and is qualified in its
entirety by the full text of the OPP Side Letter, which is filed
herewith as Exhibit 10.5 and incorporated herein by reference.

Item 8.01. Other Events.

On December 19, 2016, the Company issued a press release relating
to NYRA and the Service Provider. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and
incorporated herein by reference.

Forward-Looking Statements

The statements in this Current Report on Form 8-K that are not
historical facts may be forward-looking statements. These
forward-looking statements involve substantial risks and
uncertainties. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in the
forward-looking statements the Company makes. Forward-looking
statements may include, but are not limited to, statements
regarding stockholder liquidity and investment value and returns.
The words anticipates, believes, expects, estimates, projects,
plans, intends, may, will, would, and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words.
Factors that might cause such differences include, but are not
limited to: the impact of current and future regulation; the
impact of credit rating changes; the effects of competition; the
ability to attract, develop and retain executives and other
qualified employees; changes in general economic or market
conditions; the Companys ability to complete asset sales, and
realize the results of the Proposed Plan of Liquidation; the
timing of and the amount of proceeds of asset sales; and other
factors, many of which are beyond Companys control, including
other factors included in the Companys reports filed with the
SEC, particularly in the Risk Factors and Managements Discussion
and Analysis of Financial Condition and Results of Operations
sections of the Companys latest Annual Report on Form 10-K for
the year ended December 31, 2015, filed with the SEC on February
26, 2016, the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016 filed with the SEC on November 9, 2016, and
the Preliminary Proxy Statement on Schedule 14A with respect to
the Proposed Plan of Liquidation filed with the SEC on December
8, 2016 (the Preliminary Liquidation Proxy), as such Risk Factors
may be updated from time to time in subsequent reports. The
Company does not assume any obligation to update any
forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.

Additional Information about the Plan of Liquidation and
the Election of Directors and Where to Find It

The Proposed Plan of Liquidation and the election of directors at
the Companys 2016 annual meeting of stockholders will be
submitted to the stockholders of the Company for their approval.
The Company has filed the Preliminary Liquidation Proxy and a
Definitive Proxy Statement on Schedule 14A with respect to the
Companys 2016 annual meeting of stockholders (the Definitive
Annual Meeting Proxy) which have been or will be mailed or
otherwise disseminated to the Companys stockholders and expects
to file with the SEC other relevant materials, including a
definitive proxy statements with respect to the special meeting,
when available. THE COMPANYS STOCKHOLDERS ARE ENCOURAGED TO READ
ANY PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.

Investors may obtain free copies of the Preliminary Liquidation
Proxy, the Definitive Annual Meeting Proxy and any other proxy
statement and other relevant documents filed by the Company with
the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. Copies of the documents
filed by the Company with the SEC are also available free of
charge on the Companys website at www.nyrt.com.

Participants in Solicitation Relating to the Plan of
Liquidation and the Election of Directors

The Company and its respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the Companys stockholders in respect of the Proposed Plan of
Liquidation and the election of directors at the Annual Meeting.
Information regarding the Companys directors and executive
officers can be found in the Definitive Annual Meeting Proxy.
Additional information regarding the interests of such potential
participants has been included in the Preliminary Liquidation
Proxy and will be included in any other proxy statements or other
relevant documents filed with the SEC in connection with the
Proposed Plan of Liquidation when they become available. These
documents are available free of charge on the SECs website and
from the Companys using the sources indicated above.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and Winthrop REIT Advisors LLC
10.2		Amendment No. 2 to Seventh Amended And Restated Advisory Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., and New York Recovery Advisors, LLC
10.3		First Amendment to Amended and Restated Management Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and New York Recovery Properties, LLC
10.4		Letter Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., New York Recovery Advisors, LLC and New York Recovery Properties, LLC
10.5		Letter Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., New York Recovery Advisors, LLC and New York Recovery Properties, LLC
99.1		Press Release dated December 19, 2016

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. New York REIT, Inc. (NYSE:NYRT) Recent Trading Information
New York REIT, Inc. (NYSE:NYRT) closed its last trading session up +0.14 at 9.75 with 1,901,383 shares trading hands.