Risk Factors

There are risks associated with an investment in American Realty Capital New York City REIT, Inc. The following is a summary of some of these risks. See the section entitled “Item 1A. Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission for a discussion of the risks which should be considered in connection with your investment.

• We have a limited operating history which makes our future performance difficult to predict;
• All of our executive officers are also officers, managers or holders of a direct or indirect controlling interest in our advisor, New York City Advisors, LLC (our "Advisor") and other entities affiliated with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global"); as a result, our executive officers, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor’s compensation arrangements with us and other investor entities advised by AR Global affiliates, and conflicts in allocating time among these entities and us, which could negatively impact our operating results;
• We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants;
• We may not be able to achieve our rental rate objectives on new and renewal leases and our expenses could be greater, which may impact operations;
• Our properties may be adversely affected by economic cycles and risks inherent to the New York metropolitan statistical area ("MSA"), especially New York City;
• We are obligated to pay fees, which may be substantial, to our Advisor and its affiliates;
• We may fail to continue to qualify to be treated as a real estate investment trust for United States federal income tax purposes ("REIT");
• Because investment opportunities that are suitable for us may also be suitable for other AR Global-advised programs or investors, our Advisor and its affiliates may face conflicts of interest relating to the purchase of properties and other investments and such conflicts may not be resolved in our favor, meaning that we could invest in less attractive assets, which could reduce the investment return to our stockholders;
• No public market currently exists, or may ever exist, for shares of our common stock and our shares are, and may continue to be, illiquid;
• Our stockholders are limited in their ability to sell their shares pursuant to our share repurchase program (the "SRP") and may have to hold their shares for an indefinite period of time;
• If we and our Advisor are unable to find suitable investments, then we may not be able to achieve our investment objectives, or pay distributions with cash flows from operations;
• Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions;
• We do not expect to generate sufficient cash flow from operations to fund distributions at our current level, and there can be no assurance we will be able to continue paying cash distributions at our current level or at all;
• We may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and thus subject to regulation under the Investment Company Act; and
• As of December 31, 2016, we owned only six properties and therefore have limited diversification.