Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2025 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Litigation and Regulatory Matters On December 28, 2022, the Company filed suit against WWP JV LLC captioned New York REIT Liquidating LLC v. WWP JV LLC (Del. Ch.). The Company sought declaratory relief that it is not bound by the LLC Agreement and that it is under no obligation to maintain the reserve of more than $90 million (the “Reserve”) that was established in 2017 in connection with a transaction between the Company’s subsidiary, ARC NYWWPJV001, LLC, and WWP JV LLC relating to a proposed investment in Worldwide Plaza, an office and retail mixed-use project located in midtown Manhattan. On May 11, 2023, the Delaware Court of Chancery issued a stay of the case, pending resolution of the New York litigation filed by the Company's subsidiary, ARC NYWWPJV001, LLC, as described below. The Company’s subsidiary, ARC NYWWPJV001, LLC filed suit against WWP JV LLC on December 22, 2022. The suit is captioned ARC NYWWPJV001, LLC v. WWP JV LLC, (Sup. Ct. N.Y. County), and, on February 10, 2023, the Company was named as Counterclaim Defendant and Third-Party Defendant in such action. ARC NYWWPJV001, LLC sought declaratory relief that the LLC Agreement does not require it to fund certain disputed capital contributions that our joint venture partner contends exceed $82 million under the Third Amended and Restated Limited Liability Company Agreement of WWP Holdings, LLC (“LLC Agreement”) related to proposed capital improvements at Worldwide Plaza, because it is ARC NYWWPJV001, LLC's position that the initial budget as defined in the Membership Interest Purchase Agreement (the “Initial Budget”) expired at year end 2018 and the subject capital improvements would require a new Annual Budget (as defined in the LLC Agreement) that has received Board Approval (as defined in the LLC Agreement), which has not occurred. WWP JV LLC’s counterclaim against the Company sought declaratory relief that the Company must continue to maintain the Reserve until such time as a member of WWP Holdings, LLC issues a call notice for the Reserve under the LLC Agreement (the “Counterclaim”). WWP JV LLC’s third party claims against the Company asserted claims under various theories of tort and unjust enrichment and sought damages in excess of $90 million (the “Third Party Claims”). The Supreme Court dismissed the Third Party Claims against the Company on November 14, 2023. On February 4, 2025, the Supreme Court granted summary judgment in favor of ARC NYWWPJV001, LLC and the Company (“NY Summary Judgment Order”), declaring that the Initial Budget expired on December 31, 2018 and ARC NYWWPJV001, LLC does not have an obligation to fund capital expenditures pursuant to the Initial Budget, and that ARC NYWWPJV001, LLC and the Company have no obligation to maintain the Reserve and the LLC Agreement does not preclude them from distributing the Reserve to unitholders. On February 10, 2025, the Company distributed $69.7 million to unitholders from the account holding the Reserve. On March 18, 2025, WWP JV LLC filed a motion seeking sanctions against the Company and ARC NYWWPJV001, LLC arising from the Company’s decision to distribute $69.7 million to unitholders (“Sanctions Motion”). The Company and ARC NYWWPJV001, LLC opposed the Sanctions Motion and the Supreme Court subsequently denied such motion on May 21, 2025. WWP JV LLC appealed the NY Summary Judgment Order ("Appeal") to the Appellate Division, First Department ("Appellate Division") and submitted a series of several motions for an interim stay of such order and a preliminary injunction seeking, among other relief, an order freezing the Reserve, the first of which motions was accepted by the Appellate Division for filing on February 10, 2025. The Company and ARC NYWWPJV001, LLC opposed WWP JV LLC’s serial motions. On April 30, 2025, the Appellate Division entered an injunction freezing the Reserve on an interim basis and later extended the freeze for the duration of the Appeal. The Company and ARC NYWWPJV001, LLC subsequently filed a motion to partially lift the freeze in order to permit the Company and ARC NYWWPJV001, LLC to access what remains of the Reserve in order to fund their operating expenses. On July 31, 2025, the Appellate Division denied the Company’s motion for relief from the injunction freezing the Reserve and for leave to appeal such issue to the New York Court of Appeals. As a result, since April 30, 2025, the Company has been and will continue to be unable to pay its ordinary course expenses, including payments to the Board, the Winthrop Advisor and the Company’s auditors and legal counsel in connection with required SEC filings and the preparation and filing of required tax returns, among other business activities. Additionally, if the Company is unsuccessful in receiving favorable declaratory judgments in the above-referenced actions or is unsuccessful in defending the claims therein, the Company may be required to contribute additional capital to the joint venture or face potential consequences under the LLC Agreement, such as dilution or loss of major decision rights. These circumstances could ultimately render the Company insolvent. The Company and ARC NYWWPJV001, LLC maintain that the Counterclaim and the Third Party Claims, as well as WWP JV LLC’s serial motions, are without merit and continue to vigorously dispute these claims. They may also consider further appeals for relief from the injunction freezing the Reserve. However, the Company cannot predict the outcome of these matters and, accordingly, cannot estimate the range of any reasonably possible loss. In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. Other than the matters described above (about which the Company offers no prediction), there are no legal or regulatory proceedings pending or known to be contemplated against the Company from which the Company expects to incur a material loss. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. Through its joint venture, the Company maintains environmental insurance for its property that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the consolidated results of operations. |