SC 14D9/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 1)

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

AMERICAN REALTY CAPITAL NEW YORK CITY, REIT, INC.

(Name of Subject Company)

AMERICAN REALTY CAPITAL NEW YORK CITY, REIT, INC.

(Names of Persons Filing Statement)

COMMON STOCK, PAR VALUE $0.01 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 the persons filing statement)

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

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

INTRODUCTION

This Amendment No. 1 (this “Amendment”) amends and supplements Items 1, 4, 8 and 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on February 6, 2018 (together with any amendments and supplements thereto, including this Amendment, the “Schedule 14D-9”). The Schedule 14D-9 relates to a tender offer (the “Offer”) by Comrit Investments 1, Limited Partnership (the “Offeror”) to purchase up to 1,600,000 shares of the outstanding common stock, par value $0.01 per share (the “Common Stock”), of American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), at a price equal to $16.02 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, as filed under cover of Schedule TO by the Offeror with the SEC, as originally filed on January 29, 2018 and as amended on February 12, 2018 (the “Offer to Purchase”). Pursuant to this amendment, the Offeror (i) increased the purchase price per share from $14.68 to $16.02, and (ii) extended the expiration date of the Offer from March 6, 2018 to March 20, 2018.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as indicated below.

AS DISCUSSED BELOW, THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS (THE “STOCKHOLDERS”) NOT TENDER THEIR SHARES OF COMMON STOCK PURSUANT TO THE OFFER.

Item 2.   Identity and Background of Filing Person.

Item 2 of the Schedule 14D-9 is hereby amended and supplemented by replacing the second paragraph thereof with the following:

“This Schedule 14D-9 relates to the Offer by the Offeror pursuant to which the Offeror has offered to purchase, subject to certain terms and conditions, up to 1,600,000 shares of Common Stock at a price equal to $16.02 per share pursuant to its Offer to Purchase. Unless the Offer is extended by the Offeror, the Offer will expire at 11:59 p.m., Eastern Time, on March 20, 2018.”

Item 4.   The Solicitation or Recommendation.

Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:

The first paragraph under the heading “Solicitation or Recommendation” is hereby replaced with the following:

“On February 6, 2018, the Company commenced a tender offer, which was amended on February 22, 2018 (the “Company Offer”). Pursuant to the Company Offer, the Company is offering to purchase up to 1,600,000 shares of Common Stock at a price of  $17.03 per share of Common Stock. Although the Company Offer is superior to the Offer, for the reasons discussed below, the Company’s board of directors (the “Board”) unanimously recommends that stockholders NOT tender their shares of Common Stock pursuant to the Company Offer or the lower Offer.”

The first paragraph under the heading “Reasons for the Recommendation” is hereby replaced with the following:

“The Board has evaluated the terms of both the Offer and the Company Offer and notes that, although the Company Offer is at a higher price than the Offer, the price in both offers is significantly less than the estimated per-share net asset value of Common Stock (“Estimated Per-Share NAV”) of  $20.26 per share as of June 30, 2017, which was approved by the Board. The price of the Offer is 21% less than Estimated Per-Share NAV, and the price of the Company Offer is 16% less than Estimated Per-Share NAV. For a full description of the methodologies and assumptions, as well as certain qualifications, used to value the Company’s assets and liabilities in connection with the calculation of Estimated Per-Share NAV, see the Company’s Current Report on Form 8-K dated October 27, 2017 filed with the SEC. As noted therein,

because shares of Common Stock are not listed on a national securities exchange and there is no established trading market for shares of Common Stock, Estimated Per-Share NAV does not represent the: (i) the price at which shares of Common Stock would trade at on a national securities exchange or a third party would pay for the Company, (ii) the amount a stockholder would obtain if he or she tried to sell his or her shares of Common Stock or (iii) the amount stockholders would receive if the Company liquidated its assets and distributed the proceeds after paying all of its expenses and liabilities. Further, the Estimated Per-Share NAV was calculated as of a specific date, and the value of shares of Common Stock will fluctuate over time as a result of, among other things, developments related to individual assets, changes in the real estate and capital markets, acquisitions or dispositions of assets, monthly distributions to stockholders and the distribution of proceeds from the sale of real estate to stockholders.”

The last paragraph under the heading “Reasons for the Recommendation” is hereby replaced with the following:

“More information about the recommendation of the Board with respect to the Company Offer is included in the Company’s Tender Offer Statement on Schedule TO related to the Company Offer (as amended, the “Schedule TO”). Each stockholder must make his or her own decision whether to tender shares, and if so, how many shares to tender. The Schedule TO, which is incorporated herein by reference, contains important information. Stockholders are urged to evaluate carefully all information in the Offer and the Schedule TO, including the offer to purchase and other information incorporated therein by reference, and consult their own investment and tax advisors and make their own decisions whether to tender or refrain from tendering their shares of Common Stock.”

Item 8.   Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by replacing the first paragraph under the heading “Company Offer” with the following:

“On February 6, 2018, the Company commenced the Company Offer for up to 1,935,484 shares of Common Stock at a price of  $15.50 per share of Common Stock, with an expiration date of March 6, 2018. On February 22, 2018, the Company amended the Company Offer to (i) increase the purchase price per share in the Company Offer from $15.50 to $17.03, (ii) decrease the number of shares the Company is offering to purchase pursuant to the Company Offer from 1,935,484 to 1,600,000 shares, and (iii) extend the expiration date in the Company Offer from March 6, 2018 to March 20, 2018. The Company is making the Company Offer in response to the Offer.”

Item 9.   Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

Exhibit	Description
(a)(4)	Schedule TO/A filed by the Company with the SEC on February 22, 2018, incorporated by reference herein
(a)(5)*	Letter to Stockholders, dated February 22, 2018
(a)(6)*	Press Release, dated February 22, 2018

*

Filed herewith

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: February 22, 2018

By:

/s/ Edward M. Weil, Jr.

Name: Edward M. Weil, Jr.
Title: Executive Chairman, Chief Executive Officer, President, and Secretary

EX-99.A.5

 Exhibit (a)(5)​

February 22, 2018

Dear Stockholder,

On February 12, 2018 Comrit Investments 1, Limited Partnership (“Comrit”) filed an amended Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) extending the expiration date and increasing the offer price for its tender offer (the “Amended Comrit Offer”) to purchase up to 1,600,000 shares of common stock of American Realty Capital New York City REIT, Inc. (the “Company”) at a revised price equal to $16.02 per share in cash, increased from $14.68. The Amended Comrit Offer, unless extended, will expire on March 20, 2018, extended from March 6, 2018. Please note that Comrit is not affiliated with the Company or its advisor.

In response to the Amended Comrit Offer, the Company amended its tender offer (the “Amended Company Offer”) on February 22, 2018 to (i) increase the purchase price per share from $15.50 to $17.03 per share, (ii) decrease the total number of shares the Company is offering to purchase from 1,935,484 to 1,600,000 and (iii) extend the expiration date of the offer from March 6, 2018 to March 20, 2018. The Amended Company Offer is at a higher price than the Amended Comrit Offer. As with the original Comrit Offer the Amended Comrit Offer discloses the fact that Comrit will pay third parties a total of 7.5% of the purchase price of the tendered shares, including a 5% commission paid to Independent Financial Group, a broker dealer, on the purchase price of each share tendered.

The Company will not pay any fees or commissions to brokers, dealers or other persons (other than to DST Systems, Inc., the Depositary, Paying Agent and Information Agent) for soliciting tenders of shares pursuant to the Company Offer. The Company will provide, when applicable, tax reporting, including cost basis information, for shares tendered in the Amended Company Offer. The Company and its transfer agent cannot guarantee similar information will be provided for shares tendered in the Amended Comrit Offer.

Enclosed with this letter is an updated Letter of Transmittal. Available upon request are copies of the Amended Offer to Purchase, the Letter of Transmittal, the amended Solicitation/Recommendation Statement on Schedule 14D-9/A, all as filed with the SEC on February 22, 2018 (the “Amended Schedule 14D-9”) in response to the Amended Comrit Offer. On February 6, 2018 we mailed you materials related to the original Company Offer. The material related to the Amended Company Offer differs materially only with respect to the offer price, number of shares the Company is offering to purchase and the expiration date. If you have previously tendered your Shares in connection with the original Company Offer, and you do not wish to withdraw the tender of all or any portion of those Shares, you do not need to take any further action. Any Shares previously tendered into the original Company Offer will now be deemed to have been tendered at $17.03 per Share. Unless extended or withdrawn, the Amended Company Offer will expire at 11:59 p.m., Eastern Time on March 20, 2018. Upon expiration, payment for the shares accepted for purchase in the Amended Company Offer will occur promptly in accordance with applicable law.

The Company’s board of directors (the “Board”) has evaluated the terms of both amended offers and notes that, although the Amended Company Offer is at a higher price than the Amended Comrit Offer, the price in both offers is significantly less than the estimated per-share net asset value of the Company’s common stock (“Estimated Per-Share NAV”) of  $20.26 per share as of June 30, 2017, which was approved by the Board. The price of the Amended Comrit Offer is 21% less than Estimated Per-Share NAV, and the price of the Amended Company Offer is 16% less than Estimated Per-Share NAV. For a full description of the methodologies and assumptions, as well as certain qualifications, used to value the Company’s assets and liabilities in connection with the calculation of Estimated Per-Share NAV, see the Company’s Current Report on Form 8-K dated October 27, 2017 filed with the SEC.

Although the Amended Company Offer is superior to the Amended Comrit Offer, theBoardunanimously recommends that stockholders NOT tender their shares pursuant to the Amended Company Offer or the lower Comrit Offer.

If you do not wish to tender shares in the Amended Company Offer or the Amended Comrit Offer, simply do not respond.

The Board notes that each stockholder must evaluate whether to tender his or her Shares only after a review of the Amended Comrit Offer and the Amended Company Offer and the various factors discussed or noted in the offer materials. In doing so, the Company encourages you to read carefully the Schedule 14D-9, the Amended Offer to Purchase, the Letter of Transmittal and other materials relating to the Amended Company Offer. These materials also contain information as to how to properly tender your shares in the Amended Company Offer. Questions and requests for assistance or requests for additional copies of the Amended Offer to Purchase, the Letter of Transmittal and other related materials may be directed to the Company’s Investor Relations department by calling (866) 902-0063. The Company will promptly furnish to stockholders additional copies of the materials at the Company’s expense.

We appreciate your trust in the Company and the Board and thank you for your continued support.

Sincerely,

Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer,
President and Secretary

EX-99.A.6

 Exhibit (a)(b)​

FOR IMMEDIATE RELEASE

American Realty Capital New York City REIT
Announces Amendment of its Self-Tender Offer for Common Stock

New York, New York, February 22, 2018 — American Realty Capital New York City REIT, Inc. (“NYCR” or the “Company”), a public non-traded real estate investment trust (“REIT”), announced today that it has increased the purchase price in its self-tender offer (the “Company Offer”) for shares of the Company’s common stock, par value $0.01 per share (“Shares”) from $15.50 per Share to $17.03 per Share. The Company also decreased the number of Shares it is offering to purchase from 1,935,484 to 1,600,000 and extended the expiration date of the Company Offer to March 20, 2018, unless extended. The full terms and conditions of the amended Company Offer are described in the Offer to Purchase amendment, the Schedule TO amendment and the other related materials filed today by the Company with the Securities and Exchange Commission.

The amended Company Offer is being made solely in response to a recent amendment to the unsolicited tender offer for Shares by Comrit Investments 1, Limited Partnership (the “Comrit Offer”), pursuant to which the purchase price was increased and the expiration date was extended. Although the amended Company Offer is superior to the Comrit Offer, the Company’s board of directors notes that the purchase price per Share in both offers is substantially lower than the Company’s current estimated net asset value per share. The Company’s board of directors continues to unanimously recommend that stockholders NOT tender their Shares pursuant to the Company Offer or the lower Comrit Offer.

Important Notice

This press release is a summary provided for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company. More information about the Company Offer (including the terms and conditions thereof) and the Comrit Offer is included in the Company’s Tender Offer Statement on Schedule TO related to the Company Offer, as amended, and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 related to the Comrit Offer, as amended, which have been filed with the Securities and Exchange Commission and can be found on the Securities and Exchange Commission’s website, www.sec.gov, or in the “Investor Relations” section of the Company’s website, www.newyorkcityreit.com. The Company encourages stockholders to read these materials carefully as they contain important information about the Company Offer and Comrit Offer, including information as to how to properly tender Shares in the amended Company Offer. Questions and requests for assistance or requests for copies of the Company’s offer materials (including the Offer to Purchase, as amended and supplemented, and the related Letter of Transmittal) may be directed to the Company’s Investor Relations department by calling (866) 902-0063. The Company will promptly furnish to stockholders additional copies of the materials at the Company’s expense.

About NYCR

American Realty Capital New York City REIT, Inc. seeks to provide its investors with a combination of current income and capital appreciation through strategic investments in high-quality commercial real estate located within the five boroughs of New York City, particularly Manhattan. NYCR elected and qualified as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2014. Additional information about NYCR can be found on its website at www.newyorkcityreit.com.

Contacts	​
Katie Kurtz Chief Financial Officer American Realty Capital New York City REIT, Inc. (212) 415-6500	Investor Relations info@ar-global.com (866) 902-0063