0001193125-14-190326.txt : 20140508 0001193125-14-190326.hdr.sgml : 20140508 20140508172033 ACCESSION NUMBER: 0001193125-14-190326 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140508 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140508 DATE AS OF CHANGE: 20140508 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: 14826084 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 d722376d8k.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): May 8, 2014

 

 

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)

  

(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) 687-8700

n/a

(Former name or former address, if changed from 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:

 

¨ 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

Attached as Exhibit 99.1 to this Current Report on Form 8-K is a letter to the holders of Empire State Realty OP, L.P. (“ESRO”) Series ES, 60 and 250 Operating Partnership Units. Empire State Realty Trust Inc. (the “Company”) is the general partner in ESRO.

The information in Item 7.01 of this Current Report 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. Such information 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.

 

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		    Description
99.1    Unitholder Letter

 

3

SIGNATURE

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)

Date: May 8, 2014     By:  

/s/ Thomas N. Keltner, Jr.

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

 

4

EX-99.1 2 d722376dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

[LETTERHEAD OF EMPIRE STATE REALTY TRUST, INC.]

May 8, 2014

To Unitholders in Empire State Realty OP, L.P. (“ESRO”):

We are enclosing Schedule 14D-9, as required under securities laws, to advise you of ESRO’s recommendation that you reject the tender offer being made by affiliates of MacKenzie Capital Management, LP (“MacKenzie”) as described in this enclosure.

Independent of the MacKenzie tender offer, ESRO has preparations underway to engage in an exchange offer to all holders of ESRO’s Operating Partnership Units to exchange their common units for new preferred units which will bear a higher current dividend rate than the current distribution rate of the Units. Any such issuer exchange offer will be subject to certain limits and conditions, which will be described in an offer to purchase. We expect any such exchange offer to commence within a month.

 

Sincerely,
EMPIRE STATE REALTY TRUST, INC., as
General Partner in Empire State Realty OP, L.P.
/s/ Anthony E. Malkin
Anthony E. Malkin
Chairman, CEO and President

Although ESRO has a current intention to conduct such an issuer exchange offer, there is no assurance that such transaction will be completed, and the terms of any such exchange will be determined by Empire State Realty Trust, Inc.’s Board of Directors, on behalf of ESRO, prior to commencement of such exchange.

This filing is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of ESRO. The exchange offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that ESRO intends to distribute to its unitholders and file with the Securities and Exchange Commission (the “SEC”). The full details of the exchange offer, including complete instructions on how to tender units, will be included in the offer to purchase, the letter of transmittal and other related materials, which ESRO will distribute to unitholders and file with the SEC upon commencement of the exchange offer. Unitholders are urged to carefully read the offer to purchase, the letter of transmittal and other related materials when they become available, because they will contain important information, including the terms and conditions of the exchange offer. Unitholders may obtain free copies of the offer to purchase, the letter of transmittal and other related materials that ESRO files with the SEC by going to the SEC’s website at http://www.sec.gov or by calling the person who will be identified for that purpose

in the materials filed with the SEC at the commencement of the exchange offer. In addition, unitholders may obtain free copies of the ESRO’s filings with the SEC from ESRT’s website at http://www.empirestaterealtytrust.com.