UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 001-36416
CUSIP NUMBER: 64ESC1997
| (Check one): | ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR | |
| For Period Ended: September 30, 2022 | ||
| ☐ Transition Report on Form 10-K | ||
| ☐ Transition Report on Form 20-F | ||
| ☐ Transition Report on Form 11-K | ||
| ☐ Transition Report on Form 10-Q | ||
| ☐ Transition Report on Form N-SAR | ||
| For the Transition Period Ended: | ||
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
|
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
New York REIT Liquidating LLC
Full Name of Registrant
New York REIT, Inc.
Former Name if Applicable
2 Liberty Square
Address of Principal Executive Office (Street and Number)
Boston, MA 02109
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR for Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-K, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
New York REIT Liquidating LLC (the “Company”), without unreasonable effort or expense, is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Q3 Form 10-Q”) by the prescribed filing due date due to management’s ongoing challenges in valuing the Company’s sole significant asset, a 50.1% equity interest in WWP Holdings, LLC. These issues are due to, among other things, higher interest rates, increases in other costs of financing, continued increases in construction costs and other adverse macroeconomic conditions, including the continued impact that the COVID-19 pandemic has had on the business office environment, and the negative impacts these conditions have had on the asset. The Company currently expects to file the Q3 Form 10-Q no later than five calendar days following the prescribed due date.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | |||||||||||
| John Garilli | (617) | 570-4750 | ||||||||||
| (Name) | (Area Code) | (Telephone Number) | ||||||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No | |||||||||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No | |||||||||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||||||||
| New York REIT Liquidating LLC (the “Company”) is an entity in liquidation whose sole remaining significant asset, other than cash, is a 50.1% non-controlling equity interest in a joint venture that owns a mixed-use (primarily office) building in New York, NY. As a liquidating entity, the Company reports on the liquidation basis of accounting and does not report results of operations. The Company is required to report its assets on the basis of what it expects to receive upon the sale or other disposition of the asset held by the joint venture. The recent increases in interest rates, increases in other costs of financing, continued increases in construction costs, and other adverse macroeconomic conditions, including the continued impact that the COVID-19 pandemic has had on the business office environment, have had a significant negative impact on the value of New York City commercial real estate generally and the asset specifically. As a result of these factors, the Company expects to record a significant write down of its estimated value of the asset, effective as of September 30, 2022. The amount of the write down has yet to be finalized, as management works through adjustments to its valuation model to determine a current estimate of value of the asset. | ||||||||||||
New York REIT Liquidating LLC
(Name of Registrant as Specified in its Constituent Document)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 10, 2022 | By: | /s/ John Garilli | ||||
| Name: John Garilli | ||||||
Title: Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
