Current Price – $10.55
Offer Price – $10.75
Upside – 1.9% or $20 for Odd Lot holders
Expiration date – May 12, 2014
Odd Lot holders (less than 100 shares) are not subject to proration
Buy 99 shares of NYRT below $10.75 and tender all your shares before May 12, 2014.
New York REIT, Inc., a Maryland corporation that qualifies as a real estate investment trust for U.S. federal income tax purposes, invites our stockholders to tender up to 23,255,814 shares of our common stock, par value $0.01 per share, for purchase by us at a price of $10.75 per Share.
If the Offer is fully subscribed, we will purchase 23,255,814 Shares, which will represent approximately 13.2% of the issued and outstanding Shares as of immediately after the listing of the Shares on The New York Stock Exchange (“NYSE”) on April 15, 2014.
No proration for Odd Lot holders:
If more than 23,255,814 Shares are properly tendered and not properly withdrawn, we will purchase Shares on the following basis:
– first, we will purchase all the Shares properly tendered and not properly withdrawn by any “odd lot holder” (a stockholder of less than 100 Shares); and;
– second, after the purchase of all the Shares properly tendered by odd lot holders, we will purchase all other Shares properly tendered at the Purchase Price on a pro rata basis, with appropriate adjustment to avoid the purchase of fractional Shares.
Source of Funds:
Assuming that the Offer is fully subscribed, the number of Shares purchased in the Offer will be 23,255,814. We expect that the maximum aggregate cost of these purchases, including all fees and expenses applicable to the Offer, will be approximately $251,500,000. Assuming at least 23,255,814 Shares are properly tendered and not properly withdrawn, we expect to use available cash totaling approximately $234.9 million cash and expect to borrow approximately $16.6 million under the Company’s Credit Facility to purchase shares in the Offer and pay related fees and expenses of this Offer.