Business Context and Reporting Period
This Form 8-K was filed by American Realty Capital New York City REIT, Inc. on August 6, 2015. The filing reports a significant corporate transaction involving the Company's sponsor, AR Capital, LLC ("ARC"), and Apollo Global Management, LLC ("Apollo").
Key Financial Metrics
The filing text does not provide specific financial values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a structural change in the ownership of the Company's sponsor and advisor entities.
Material Changes
- Transaction Agreement: ARC entered into an agreement with AMH Holdings (Cayman), L.P. (an affiliate of Apollo) and a new entity, AR Global Investments, LLC ("AR Global").
- Asset Transfer: ARC will transfer substantially all assets of its ongoing asset management business to AR Global.
- Ownership Structure: Upon consummation, AMH will hold a 60% interest in AR Global, and ARC will hold a 40% interest.
- Management Control: AR Global will be overseen by a ten-member board of managers (six appointed by AMH, four by ARC).
- Dealer Manager Sale: RCS Capital Corporation sold its Wholesale Distribution division, including the Company's former dealer manager, to an Apollo affiliate. The former dealer manager will operate as a stand-alone entity within AR Global under current leadership.
Outlook, Risks, and Management Commentary
- Closing Timeline: The transactions are subject to customary closing conditions and are expected to close in 2015.
- Continuity of Operations: Despite the indirect change of control, the Company's advisor, property manager, and sponsor are expected to continue serving in their respective capacities.
- Board Endorsement: The Company's independent directors unanimously endorsed the transactions.
- Risks: The filing notes the transactions are subject to customary closing conditions, implying a risk of non-completion if conditions are not met.
Investor Verification Checklist
- Verify the final closing date of the transaction between ARC and Apollo.
- Confirm the continued appointment of the current advisor, property manager, and sponsor post-closing.
- Review the specific terms of the 60/40 ownership split in AR Global for potential conflicts of interest.
- Monitor for any subsequent filings regarding the sale of RCS Capital's Wholesale Distribution division.