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): August 5, 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.)

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)	(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 8.01 Other Events.

On August 5, 2014, Empire State Realty Trust, Inc. (the “Company”) issued a press release announcing that its operating partnership, Empire State Realty OP, L.P. (the “Operating Partnership”), had commenced a private offering of $250 million aggregate principal amount of exchangeable senior notes due 2019 pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

On August 6, 2014, the Company issued a press release announcing that the Operating Partnership had priced its previously announced offering of $250 million aggregate principal amount of exchangeable senior notes due 2019. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated August 5, 2014 of Empire State Realty Trust, Inc., titled “Empire State Realty Trust Announces Private Offering Of $250 Million of Exchangeable Senior Notes Due 2019”
99.2	Press release dated August 6, 2014 of Empire State Realty Trust, Inc., titled “Empire State Realty Trust Announces Pricing of Private Offering of $250 Million of 2.625% Exchangeable Senior Notes Due 2019”

2

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: August 7, 2014	By:	/s/ David A. Karp
		Name:	David A. Karp
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

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
Date: August 7, 2014	By:	/s/ David A. Karp
		Name:	David A. Karp
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

3

EX-99.1

Exhibit 99.1

EMPIRE STATE REALTY TRUST ANNOUNCES PRIVATE OFFERING OF $250 MILLION OF EXCHANGEABLE SENIOR NOTES DUE 2019

New York, New York, August 5, 2014 - Empire State Realty Trust, Inc. (NYSE: ESRT) (the “Company”) today announced that its operating partnership Empire State Realty OP, L.P. (the “Operating Partnership”) has commenced a private offering of $250 million aggregate principal amount of the Operating Partnership’s Exchangeable Senior Notes due 2019, which will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The notes will be senior unsecured obligations of the Operating Partnership. Prior to May 15, 2019, the notes will be exchangeable at the option of holders of the notes only upon the satisfaction of certain conditions and during certain periods, and, thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon exchange, the notes will be exchangeable into cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Operating Partnership’s election. The interest rate, exchange rate and other terms of the notes will be determined by negotiations among the Company and the initial purchaser of the notes. The Operating Partnership expects to grant the initial purchaser a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of the notes.

The Operating Partnership expects to use the net proceeds from the offering to reduce amounts outstanding under its revolving credit facility, including amounts used to finance its recent property acquisitions and to repay mortgage debt.

The notes and any shares of the Company’s Class A common stock that may be issued upon exchange of the notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

This release does not constitute an offer to sell or a solicitation of an offer to buy any of the notes or shares of the Company’s Class A common stock, nor shall there be any sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such jurisdiction. Any offers of the securities will be made only by means of a private offering circular.

About Empire State Realty Trust

Empire State Realty Trust, Inc. owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building.

Contact:

Empire State Realty Trust Investor Relations

212-850-2678

IR@empirestaterealtytrust.com

EX-99.2

Exhibit 99.2

EMPIRE STATE REALTY TRUST ANNOUNCES PRICING OF PRIVATE OFFERING OF $250 MILLION OF 2.625% EXCHANGEABLE SENIOR NOTES DUE 2019

New York, New York, August 6, 2014 - Empire State Realty Trust, Inc. (NYSE: ESRT) (the “Company”) today announced that its operating partnership Empire State Realty OP, L.P. (the “Operating Partnership”) has priced a private offering of $250 million aggregate principal amount of the Operating Partnership’s 2.625% Exchangeable Senior Notes due 2019, which will be sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The notes will be senior unsecured obligations of the Operating Partnership. The Operating Partnership also granted the initial purchaser a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of the notes. The closing of the sale of the notes is expected to occur on August 12, 2014, subject to the satisfaction of customary closing conditions.

The notes will pay interest semi-annually at a rate of 2.625% per annum and will mature on August 15, 2019, unless redeemed, repurchased or exchanged in accordance with their terms prior to such date. The notes will have an initial exchange rate, subject to adjustment, of 51.4059 shares of the Company’s Class A common stock per $1,000 principal amount of the notes, representing an exchange price of approximately $19.45 per share of the Company’s Class A common stock and an exchange premium of approximately 22.5% based on the last reported sale price of $15.88 per share of the Company’s Class A common stock on August 6, 2014.

Prior to May 15, 2019, the notes will be exchangeable at the option of holders of the notes only upon the satisfaction of certain conditions and during certain periods, and, thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon exchange, the notes will be exchangeable into cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Operating Partnership’s election.

The Operating Partnership may not redeem the notes pursuant to the terms of the indenture that will govern the notes prior to the maturity date except to the extent necessary to preserve the Company’s status as a real estate investment trust for U.S. federal income tax purposes.

The Operating Partnership estimates that the net proceeds from the offering of the notes will be approximately $247.0 million (or approximately $284.1 million if the initial purchaser exercises its option to purchase additional notes in full), after deducting fees and estimated expenses payable by the Operating Partnership. The Operating Partnership expects to use the net proceeds from the offering to reduce amounts outstanding under its revolving credit facility, including amounts used to finance its recent property acquisitions and to repay mortgage debt.

The notes and any shares of the Company’s Class A common stock that may be issued upon exchange of the notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

This release does not constitute an offer to sell or a solicitation of an offer to buy any of the notes or shares of the Company’s common stock, nor shall there be any sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such jurisdiction. Any offers of the securities will be made only by means of a private offering circular.

About Empire State Realty Trust

Empire State Realty Trust, Inc. owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building.

Contact:

Empire State Realty Trust Investor Relations

212-850-2678

IR@empirestaterealtytrust.com