NYRT CEO and president Michael Happel expressed support for a sale as early as last fall after activist shareholders vociferously criticized the REIT's stock performance. Letters of dissatification, which included calls for a sale or some sort of course correction, came from Steve Witkoff, chairman and CEO, the Witkoff Group; Michael Ashner, CEO, First Winthrop Corp. and officials with Sorin Capital Management—often repeatedly.

Now, Happel states, “We believe that moving forward with a plan of liquidation and selling our assets in an orderly manner will maximize value for our stockholders, while also preserving the flexibility to pursue a sale of the company should a compelling offer that delivers superior value be made.”

However, the liquidation notice advises, “If at any time, including after the plan of liquidation is approved by stockholders, the company receives an offer for a corporate transaction that, in the view of the board of directors, will provide superior value to our stockholders in comparison to the value of the estimated distributions under the plan of liquidation, taking into account all factors that could affect valuation, including timing and certainty of closing, credit market risks, proposed terms and other factors, the plan of liquidation could be abandoned in favor of such a transaction.”

NEW YORK CITY—Following the calling off of a planned $8.4 billion takeover by JBG Cos. earlier this month, New York REIT has revealed it plans a sell-off and complete dissolution of its assets. Proceeds from the move will go to stockholders—some of whom have been very vocal for some time about their dissatisfaction with the REIT—and then the company will be dissolved.

NYRT also has amended its current credit facility, allowing it to adopt a plan of liquidation. The company's board has approved a plan of complete liquidation and dissolution of the company, which plan must be approved by the company's stockholders. The company plans to hold a special meeting of stockholders to seek approval of the plan and expects to file preliminary proxy materials with the Securities and Exchange Commission in the near future.

Meanwhile, the company will continue its previously announced plans to refinance its credit facility in order to prepay its credit facility in full, to raise the capital it needs to exercise its option to acquire the 51.1% of Worldwide Plaza that the company does not own, and to provide increased flexibility to pursue a Plan of Liquidation and distribute the net proceeds to stockholders. The company extended the maturity date of its credit facility on August 20, 2016, as had been previously planned, in order to give NYRT adequate time to complete the refinancing plan, which is underway.

“This plan of liquidation is the next logical step in our previously announced plan to sell the assets of the Company and distribute the net proceeds to our stockholders,” declares Randolph Read, chairman of the board of NYRT. “There are advantages in a formal plan of liquidation for completing the monetization of the company's assets, and that is why the Board has taken this action. Our stockholders have expressed their support for our plan to sell assets and this Plan of Liquidation will allow us to accomplish that task in the most efficient manner.”

NYRT CEO and president Michael Happel expressed support for a sale as early as last fall after activist shareholders vociferously criticized the REIT's stock performance. Letters of dissatification, which included calls for a sale or some sort of course correction, came from Steve Witkoff, chairman and CEO, the Witkoff Group; Michael Ashner, CEO, First Winthrop Corp. and officials with Sorin Capital Management—often repeatedly.

Now, Happel states, “We believe that moving forward with a plan of liquidation and selling our assets in an orderly manner will maximize value for our stockholders, while also preserving the flexibility to pursue a sale of the company should a compelling offer that delivers superior value be made.”

However, the liquidation notice advises, “If at any time, including after the plan of liquidation is approved by stockholders, the company receives an offer for a corporate transaction that, in the view of the board of directors, will provide superior value to our stockholders in comparison to the value of the estimated distributions under the plan of liquidation, taking into account all factors that could affect valuation, including timing and certainty of closing, credit market risks, proposed terms and other factors, the plan of liquidation could be abandoned in favor of such a transaction.”