0001193125-13-486689.txt : 20131230 0001193125-13-486689.hdr.sgml : 20131230 20131230074909 ACCESSION NUMBER: 0001193125-13-486689 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131227 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131230 DATE AS OF CHANGE: 20131230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Empire State Realty Trust, Inc. CENTRAL INDEX KEY: 0001541401 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 371645259 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36105 FILM NUMBER: 131301486 BUSINESS ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-953-0888 MAIL ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10165 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Empire State Realty OP, L.P. CENTRAL INDEX KEY: 0001553079 IRS NUMBER: 371645259 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36106 FILM NUMBER: 131301487 BUSINESS ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-953-0888 MAIL ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10165 8-K 1 d650463d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2013

 

 

EMPIRE STATE REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-36105   37-1645259

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

 

EMPIRE STATE REALTY OP, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36106   45-4685158

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS 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 since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ 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))

 

 

 

ITEM 7.01. Regulation FD Disclosure.

On December 27, 2013, Empire State Realty Trust, Inc. (the “Company”) sent a letter to investors from entities which were consolidated into the Company regarding the Company’s previously announced dividend declaration for the fourth quarter 2013. A copy of the letter is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.		    Description
99.1    Letter dated December 27, 2013

 

- 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    EMPIRE STATE REALTY TRUST, INC.
    (Registrant)
December 27, 2013     By:  

/s/ Thomas N. Keltner, Jr.

    Name:   Thomas N. Keltner, Jr.
    Title:   Executive Vice President & General Counsel

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    EMPIRE STATE REALTY OP, L.P.
    (Registrant)
    By:   Empire State Realty Trust, Inc., as general partner
December 27, 2013     By:  

/s/ Thomas N. Keltner, Jr.

    Name:   Thomas N. Keltner, Jr.
    Title:   Executive Vice President & General Counsel

 

- 3 -

Exhibit Index

 

Exhibit
No.		    Description
99.1    Letter dated December 27, 2013

 

- 4 -

EX-99.1 2 d650463dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

[ESRT Letterhead]

December 27, 2013

To: Investors from Entities Which Have Been Consolidated into Empire State Realty Trust, Inc. (“ESRT”)

You are receiving this letter because you are a former investor in an entity supervised by Malkin Holdings LLC.

Following the process set forth in our filings with the Securities and Exchange Commission (the “SEC”) and approved by a supermajority of investors, on October 7, 2013 Malkin Holdings was consolidated into a subsidiary of ESRT, a REIT listed on the New York Stock Exchange, and your prior interests were transferred into ownership of Class A stock, Class B stock and/or operating partnership units (collectively, “securities”), as applicable, in ESRT or Empire State Realty OP, L.P. (collectively, the “Company”). Your individual holdings were detailed in an October 30, 2013 letter to each investor from ESRT, the parent of the successor supervisor, which is also sending this letter as such successor.

In accord with the Company’s public announcement on December 5, 2013, ESRT’s Board of Directors declared a cash dividend of $0.0795 per share for the fourth quarter 2013. This $0.0795 per share dividend for a partial quarter is based on $0.085 per share for a full quarter, pro rated to reflect the 86 days which elapsed during the quarter after the October 7, 2013 completion of the Company’s formation transactions and initial public offering.

This dividend is payable on December 30, 2013 to the Company’s stockholders and unitholders of record as of December 16, 2013. You are receiving your dividend by check to your last address of record at Malkin Holdings, unless you have made direct deposit arrangements with the transfer agent for the Company’s securities, American Stock Transfer & Trust Company (“AST”). If you have not yet made such arrangements and now wish to do so, you may contact AST at 800-937-5449.

This is the only letter you will receive with regard to the new distribution process. Hereafter, distributions in respect of your ESRT securities are expected to be made quarterly, subject to approval by ESRT’s Board of Directors.

Should you have any question at any time regarding the Company, we invite you to visit its website at EmpireStateRealtyTrust.com, which includes information about the Company, as well as direction for contacting its investor relations agent at 212-850-2678 or IR@EmpireStateRealtyTrust.com.

We are pleased to have been able to conclude successfully the formation of the Company. Remember, you can check on the value of your securities (assuming one-for-one exchange into Class A shares on the terms of our SEC filings) by checking the trading price of Class A shares of ESRT (NYSE: ESRT).

 

Sincerely,

/s/ Anthony E. Malkin

Anthony E. Malkin
Chairman, CEO and President