8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 15, 2018

New York REIT, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-36416	27-1065431
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7 Bulfinch Place, Suite 500

Boston, Massachusetts 02114

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (617) 570-4750

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

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.

(d) Exhibits

Exhibit No.	Description
3.1	Articles of Amendment – Reverse Stock Split.
3.2	Articles of Amendment – Par Value/Authorized Shares Decrease.
99.1	Press Release dated March 15, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 15, 2018	By:	/s/ Wendy Silverstein
		Name:	Wendy Silverstein
		Title:	Chief Executive Officer and President

EX-3.1

Exhibit 3.1

NEW YORK REIT, INC.

ARTICLES OF AMENDMENT

New York REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Company (the “Charter”) is hereby amended to provide that, at 5:00 p.m. Eastern Time on March 15, 2018 (the “Effective Time”), every ten (10) issued and outstanding shares of common stock (the “Common Shares”), $0.01 par value per share, of the Company which were issued and outstanding immediately prior to the Effective Time shall be combined into one issued and outstanding Common Share, $0.10 par value per share.

SECOND: No fractional Common Shares will be or remain issued upon such amendment and each stockholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to the product of the fraction of a share multiplied by ten (10) times the average closing price of the Common Shares as reported by the New York Stock Exchange for the five (5) consecutive trading days ending on the date on which the Effective Time occurs.

THIRD: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by the Maryland General Corporation Law. The amendment set forth herein is limited to a change expressly authorized by Section 2-309(e)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Company.

FOURTH: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.

FIFTH: These Articles of Amendment shall become effective at the Effective Time.

SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

SIGNATURES

IN WITNESS WHEREOF, New York REIT, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President, and attested by its Chief Financial Officer, Treasurer and Secretary, on this 15^th day of March, 2018.

ATTEST:

By:	/s/ John Garilli	By:	/s/ Wendy Silverstein
	Name:  John Garilli		Name:  Wendy Silverstein
	Title:  Chief Financial Officer, Treasurer and Secretary		Title:  Chief Executive Officer and President

EX-3.2

Exhibit 3.2

NEW YORK REIT, INC.

ARTICLES OF AMENDMENT

New York REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Company (the “Charter”) is hereby amended (the “Par Value Decrease Amendment”), effective at 5:01 p.m. Eastern Time on March 15, 2018 (the “Effective Time”), to decrease the par value of the shares of common stock of the Company issued and outstanding immediately prior to the filing of these Articles of Amendment from $0.10 per share to $0.01 per share.

SECOND: The Charter is hereby further amended by deleting therefrom in its entirety the first two sentences of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows (the “Authorized Share Decrease Amendment”):

“The total number of Shares that the Company shall have authority to issue is 35,000,000 Shares, of which (i) 30,000,000 shall be designated as common stock, $0.01 par value per Share (the “Common Shares”); and (ii) 5,000,000 shall be designated as preferred stock, $0.01 par value per share (the “Preferred Shares”). The aggregate par value of all authorized Shares of stock having par value is $350,000.”

THIRD: The amendments to the Charter as set forth above have been duly approved by at least a majority of the entire Board of Directors as required by the Maryland General Corporation Law. The Par Value Decrease Amendment set forth herein is limited to a change expressly authorized by Section 2-605(a)(2) of the Maryland General Corporation Law (the “MGCL”) to be made without action by the stockholders of the Company. The Authorized Share Decrease Amendment set forth herein is limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL to be made without action by the stockholders of the Company.

FOURTH: There has been no increase in the authorized shares of stock of the Company effected by the amendments to the Charter as set forth above.

FIFTH: These Articles of Amendment shall become effective at the Effective Time.

SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

SIGNATURES

IN WITNESS WHEREOF, New York REIT, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President, and attested by its Chief Financial Officer, Treasurer and Secretary, on this 15^th day of March, 2018.

ATTEST:

By:	/s/ John Garilli	By:	/s/ Wendy Silverstein
	Name:  John Garilli		Name:  Wendy Silverstein
	Title:  Chief Financial Officer, Treasurer and Secretary		Title:  Chief Executive Officer and President

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

New York REIT, Inc.

Announces Completion of 1-for-10 Reverse Stock Split

NEW YORK, NY, March 15, 2018– New York REIT, Inc. (the “Company” or “NYRT”) (NYSE: NYRT) announced today that its previously announced 1-for-10 reverse stock split of common stock became effective today at 5:00 p.m. Eastern Time (the “Effective Time”). NYRT’s common stock will continue to trade on the New York Stock Exchange under the symbol “NYRT,” and, starting on March 16, 2018, under a new CUSIP number: 64976L 209.

At the Effective Time, every 10 issued and outstanding shares of common stock were converted into one share of common stock. As a result of the reverse stock split, the number of outstanding shares of NYRT’s common stock was reduced from 167,928,730 to approximately 16,792,873.

No fractional shares were issued in connection with the reverse stock split. Instead, cash will be paid in lieu of any fractional share that would have otherwise resulted from the reverse stock split. The reverse stock split applied to all of NYRT’s outstanding shares of common stock and therefore did not affect any stockholder’s relative ownership percentage. Stockholders will receive information from NYRT’s transfer agent regarding their stockholdings following the reverse stock split as well as any cash in lieu payments that may result from the reverse stock split. Stockholders were not required to take any action to effectuate the exchange of their shares.

The reverse stock split is intended to increase the likelihood that NYRT’s common stock will continue to trade at a market price above $1.00, helping the Company to continue to remain in compliance with New York Stock Exchange listing requirements as it completes its plan of liquidation.

About New York REIT, Inc.

NYRT is a publicly traded real estate investment trust listed on the NYSE that owns income-producing commercial real estate, including office and retail properties, located in New York City. NYRT’s shareholders recently adopted a plan of liquidation pursuant to which NYRT is liquidating and winding down and, in connection therewith, is seeking to sell its assets in an orderly fashion to maximize shareholder value. Additional information about NYRT can be found on its website at www.nyrt.com.

Important Notice

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. In addition, words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Actual results may differ materially from those contemplated by such forward-looking statements, including those set forth in the Risk Factors section of NYRT’s most recent Annual Report on Form 10-K, and in future filings with the SEC. Further, forward-looking statements speak only as of the date they are made, and NYRT undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

Contacts

Media:	Investor Relations:
Jonathan Keehner Mahmoud Siddig Joele Frank, Wilkinson Brimmer Katcher jkeehner@joelefrank.com msiddig@joelefrank.com (212) 355-4449	Wendy Silverstein, Chief Executive Officer and President New York REIT, Inc. wsilverstein@nyrt.com (617) 570-4750	John Garilli, Chief Financial Officer, Treasurer, and Secretary New York REIT, Inc. jgarilli@nyrt.com (617) 570-4750