Attached files
| file | filename |
|---|---|
| EX-10.5 - EX-10.5 - New York REIT Liquidating LLC | a16-10302_4ex10d5.htm |
| EX-10.4 - EX-10.4 - New York REIT Liquidating LLC | a16-10302_4ex10d4.htm |
| EX-10.3 - EX-10.3 - New York REIT Liquidating LLC | a16-10302_4ex10d3.htm |
| EX-10.2 - EX-10.2 - New York REIT Liquidating LLC | a16-10302_4ex10d2.htm |
| EX-10.1 - EX-10.1 - New York REIT Liquidating LLC | a16-10302_4ex10d1.htm |
| EX-2.1 - EX-2.1 - New York REIT Liquidating LLC | a16-10302_4ex2d1.htm |
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): May 26, 2016
New York REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
|
Maryland |
|
001-36416 |
|
27-1065431 |
|
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
|
of incorporation) |
|
|
|
Identification No.) |
|
405 Park Avenue, 14th Floor |
|
|
New York, New York 10022 |
|
|
(Address, including zip code, of Principal Executive Offices) |
|
Registrant’s telephone number, including area code: (212) 415-6500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
On May 25, 2016, New York REIT, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report the entry into a Master Combination Agreement (the “Combination Agreement”) by the Company and New York Recovery Operating Partnership, L.P. with JBG Properties, Inc. and JBG/Operating Partners, L.P. (collectively, the “JBG Management Entities”), and certain pooled investment funds that are affiliates of the JBG Management Entities.
The purpose of this Current Report on Form 8-K is to file as exhibits the Combination Agreement and certain other agreements described in Item 1.01 to the Original Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
|
Description |
|
2.1 |
|
Master Combination Agreement, dated as of May 25, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., JBG Properties Inc., JBG/Operating Partners, L.P., each of the parties listed on Schedule A thereto. † |
|
10.1 |
|
Transition Services Agreement, dated as of May 25, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and New York Recovery Advisors, LLC. |
|
10.2 |
|
Omnibus Amendment and Termination Agreement for the New York REIT, Inc. Second Amended and Restated 2014 Advisor Multi-Year Outperformance Agreement, dated as of May 25, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., New York Recovery Advisors, LLC and each of the persons whose names are set forth on Schedule A thereto. |
|
10.3 |
|
Termination Agreement and Release, dated as of May 25, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., New York Recovery Properties, LLC and New York Recovery Advisors, LLC. |
|
10.4 |
|
Support Agreement, dated as of May 25, 2016, by and among JBG/Operating Partners, L.P., Michael Happel and William Kahane. |
|
10.5 |
|
JBG-HAPPEL Consulting Agreement Terms dated as of May 25, 2016. |
†Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
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: May 26, 2016 |
NEW YORK REIT, INC. | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Michael A. Happel |
|
|
Michael A. Happel | |
|
|
Chief Executive Officer and | |