New York REIT Liquidating LLC
09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:59
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
WWP Holdings LLC Agreement
On September 17, 2025, ARC NYWWPJV001, LLC ("ARC"), a subsidiary of New York REIT Liquidating LLC ("NYRT"), and WWP JV LLC ("WWP JV") entered into a Fourth Amended and Restated Limited Liability Company Agreement of WWP Holdings, LLC ("WWP Holdings") (the "LLC Agreement"). Changes to the previous agreement include:
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ARC will transfer a 0.2% interest at par in WWP Holdings to WWP JV, following which ARC will hold a 49.9% interest and WWP JV will hold a 50.1% interest. While WWP JV will act as Managing Member of WWP Holdings, ARC's consent is required for specified fundamental decisions.
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The initial aggregate capital of WWP Holdings is $51,000,000. ARC has the option, but not the obligation, to fund any additional capital needs. All capital, including future capital contributed by ARC and WWP JV, is pari passu.
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WWP JV, as Managing Member, may permit contributions of preferred equity or loans so long as (1) ARC's share of the initial aggregate capital of WWP Holdings is treated pari passu relative to the share of WWP JV, and (2) a subordination fee of 1.5% per annum compounded annually of the amount of ARC's initial capital is paid quarterly to ARC in the event that ARC's initial capital is subordinated to new preferred equity or loans provided by parties other than WWP JV and its affiliates.
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ARC's right to transfer its interest is subject to a right of first offer in favor of WWP JV. WWP JV's ability to transfer its interest is subject to ARC's consent, other than transfers in connection with the admission of additional members as permitted by the terms of the LLC Agreement. ARC has tag-along rights with respect to a sale of any direct or indirect interests by WWP JV other than to specified permitted transferees.
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WWP JV has the right to call 100% of ARC's interest for a price equal to ARC's total capital plus a specified return compounded annually.
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ARC has the right to put its interest to WWP JV at any time commencing on the fifth anniversary of the date of the LLC Agreement and ending 90 days thereafter. The Put Price is ARC's capital at the date of the LLC Agreement plus a specified return compounded annually.
The foregoing is a summary of certain terms of the LLC Agreement and does not purport to be a complete description.
Item 8.01 Other Events.
On September 17, 2025, NYRT and ARC entered into a Settlement Agreement (the "Settlement Agreement") with WWP JV to resolve the previously disclosed actions filed in the Delaware Court of Chancery and the Supreme Court of New York, Commercial Division (the "Pending Actions"), as well as any appeals or motions pending in the Supreme Court of New York, Appellate Division, First Department, related to the Third Amended and Restated Limited Liability Company Agreement of WWP Holdings.
Under the terms of the Settlement Agreement, ARC, NYRT, and WWP JV have agreed to dismiss the Pending Actions, including any pending appeals or motions, with prejudice within one business day of the execution of the Settlement Agreement and the LLC Agreement. Upon the dismissal of the Pending Actions, NYRT shall be under no obligation to maintain or contribute funds that NYRT has set aside in connection with WWP JV's initial investment in WWP Holdings, nor shall NYRT be subject to any limitation, including, but not limited to, any temporary restraining orders, with respect to the disposition of any such funds, and NYRT may, in its discretion, and without limitation, distribute such funds to its unitholders or use them to pay expenses or for any other purpose. In addition, upon the dismissal of the Pending Actions, WWP JV, as Administrative Member of WWP Holdings, shall cause WWP Holdings to distribute approximately $6,750,000 pro rata to WWP JV and ARC in accordance with their respective percentage interests in WWP Holdings, such that ARC receives $3,393,280.25, which includes payment for the 0.2% interest to be transferred by ARC. The Settlement Agreement contains no admission of liability by NYRT or ARC.
New York REIT Liquidating LLC published this content on September 23, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 23, 2025 at 20:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]