Maryland | 001-36105 | 37-1645259 |
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Delaware | 001-36106 | 45-4685158 |
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Grand Central Place 60 East 42nd Street New York, New York | 10165 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (212) 953-0888 |
n/a (Former name or former address, if changed from last report) |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit No. | Description |
99.1 | Letter to investors in 112 West 34th Street Associates L.L.C. |
99.2 | Letter to investors in 112 West 34th Street Company L.L.C. |
99.3 | Letter to investors in 1400 Broadway Associates L.L.C. |
Date: December 17, 2013 | EMPIRE STATE REALTY TRUST, INC. (Registrant) By: /s/ Thomas N. Keltner, Jr. Name: Thomas N. Keltner, Jr. Title: Executive Vice President & General Counsel |
Date: December 17, 2013 | EMPIRE STATE REALTY OP, L.P. (Registrant) By: Empire State Realty Trust, Inc., as general partner By: /s/ Thomas N. Keltner, Jr. Name: Thomas N. Keltner, Jr. Title: Executive Vice President & General Counsel |
(a) | Non-accredited investors will receive cash, as required for compliance with securities laws. |
(b) | Accredited investors will receive in accord with their prior elections: |
• | for tax-exempt charitable investors - cash or securities described below (except the Helmsley tax-exempt entity will receive all cash) |
• | for all other investors - securities consisting of: |
◦ | operating partnership units (non-voting) |
◦ | operating partnership units with Class B shares (voting) |
◦ | Class A shares (voting). |
(c) | ESRT must pay at closing an amount of cash and securities to match the foregoing elections, except that if the price of its Class A common stock is then less than its $13 per share IPO price, ESRT may choose to pay cash in lieu of all or part of such securities, pro rata among all investors who elected securities. |
(a) | Non-accredited investors will receive cash, as required for compliance with securities laws. |
(b) | Accredited investors will receive in accord with their prior elections: |
• | for tax-exempt charitable investors - cash or securities described below (except the Helmsley tax-exempt entity will receive all cash) |
• | for all other investors - securities consisting of: |
◦ | operating partnership units (non-voting) |
◦ | operating partnership units with Class B shares (voting) |
◦ | Class A shares (voting). |
(c) | ESRT must pay at closing an amount of cash and securities to match the foregoing elections, except that if the price of its Class A common stock is then less than its $13 per share IPO price, ESRT may choose to pay cash in lieu of all or part of such securities, pro rata among all investors who elected securities. |
(a) | Non-accredited investors will receive cash, as required for compliance with securities laws. |
(b) | Accredited investors will receive in accord with their prior elections: |
• | for tax-exempt charitable investors - cash or securities described below (except the Helmsley tax-exempt entity will receive all cash) |
• | for all other investors - securities consisting of: |
◦ | operating partnership units (non-voting) |
◦ | operating partnership units with Class B shares (voting) |
◦ | Class A shares (voting). |
(c) | ESRT must pay at closing an amount of cash and securities to match the foregoing elections, except that if the price of its Class A common stock is then less than its $13 per share IPO price, ESRT may choose to pay cash in lieu of all or part of such securities, pro rata among all investors who elected securities. |