NEW YORK--(BUSINESS WIRE)--
Empire State Realty Trust, Inc. (NYSE:ESRT), a leading real
estate investment trust with office and retail properties in Manhattan
and the greater New York metropolitan area, today announced that its
operating partnership Empire State Realty OP, L.P. (“ESRO”) has extended
its offer to exchange up to $250 million of its operating partnership
(“OP”) units (the “Exchange Offer”). The extension responds to inquiries
received and is intended to permit participation, consistent with
regulatory timing requirements, in the exchange by investors in 112 West
34th Street and 1400 Broadway who will receive OP units when
their property interests are acquired by ESRO as now expected in late
July. The Exchange Offer, which was originally scheduled to expire at
midnight, New York City time, on June 26, 2014, has been extended until
midnight New York City time, on August 21, 2014, unless further extended
or earlier terminated.
Upon completion of the Exchange Offer, all OP units tendered will be
converted on a one-for-one basis into Private Perpetual Preferred Units
of ESRO (the “Preferred Units”) paying $0.60 per unit per annum, giving
unitholders an increase in annual distribution of more than 75% from
their current $0.34 per annum.
The transaction is only available to current OP unitholders, is not
being sold to the public, and will continue the tax-deferral status
unitholders achieved in ESRT`s formation transactions. The Exchange
Offer is conditioned on customary conditions that are more fully
described in the Exchange Offer materials, which have been filed with
the Securities and Exchange Commission (the “SEC”) and sent to OP
unitholders. The lead underwriters of ESRT`s initial public offering
have waived certain “lock-up” restrictions to allow participation in the
Exchange Offer by OP unitholders.
Subject to applicable law, ESRO may, in its sole and absolute
discretion, amend, extend or waive conditions to, or terminate, the
Exchange Offer. Holders who tender their OP units may withdraw them at
any time prior to the Expiration Date. In addition, after the Expiration
Date, holders may withdraw any OP units that were tendered but not
accepted for exchange within 40 business days after the commencement of
the Exchange Offer.
The full details of the Exchange Offer, including complete instructions
on how to exchange OP units, are included in the offer to exchange, the
letters of transmittal and related materials. OP unitholders should read
the offer to exchange and other related materials carefully because they
contain important information. OP unitholders may obtain free copies of
the offer to exchange and other related materials from the SEC`s website
at www.sec.gov.
MacKenzie Partners, Inc. will continue to serve as information agent in
connection with the Offer. Requests for documents and questions
regarding the Exchange Offer may be directed to MacKenzie Partners, Inc.
at (888) 410-7850.
This is a purely optional exchange for OP unitholders. None of ESRT, its
directors, officers or employees are making a recommendation to
unitholders as to whether they should tender OP units in the Exchange
Offer. Each holder of OP units must make such holder`s own investment
decision regarding the Exchange Offer based upon such holder`s own
assessment of the value of the OP units, individual liquidity and
investment objectives, and any other factors such holder deems relevant.
The Exchange Offer is being made pursuant to an exemption from
registration under Section 3(a)(9) of the Securities Act of 1933. The
Exchange Offer is not being made in any jurisdiction, or to or from any
person, which would make such offer or solicitation unlawful under
applicable securities laws. This press release is for informational
purposes only and is not an offer to buy or the solicitation of an offer
to sell any securities.
About Empire State Realty Trust
Empire State Realty Trust, Inc. (NYSE: ESRT) (the “Company”), a leading
real estate investment trust (REIT), owns, manages, operates, acquires
and repositions office and retail properties in Manhattan and the
greater New York metropolitan area, including the Empire State Building,
the world's most famous office building. Headquartered in New York, New
York, the Company's office and retail portfolio covers 8.4 million
rentable square feet, as of March 31, 2014, consisting of 7.7 million
rentable square feet in 12 office properties, including seven in
Manhattan, three in Fairfield County, Connecticut and two in Westchester
County, New York; and approximately 623,000 rentable square feet in the
retail portfolio. The Company also owns land at the Stamford,
Connecticut Transportation Center that supports the development of an
approximately 380,000 rentable square foot office building and garage
and has exercised its option to acquire two additional Manhattan office
properties encompassing approximately 1.5 million rentable square feet
of office space and over 150,000 rentable square feet of retail space at
the base of the buildings. Closing under the option is expected shortly.
Forward-Looking Statements
This press release includes “forward looking statements”.
Forward-looking statements may be identified by the use of words such as
“believes,” “expects,” “may,” “will,” “should,” “seeks,”
“approximately,” “intends,” “plans,” “pro forma,” “estimates,”
“contemplates,” “aims,” “continues,” “would” or “anticipates” or the
negative of these words and phrases or similar words or phrases. The
following factors, among others, could cause actual results and future
events to differ materially from those set forth or contemplated in the
forward-looking statements: the factors included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2013, including
those set forth under the headings “Risk Factors,” “Management's
Discussion and Analysis of Financial Condition and Results of
Operations,” “Business” and “Properties.” While forward-looking
statements reflect the Company's good faith beliefs, they are not
guarantees of future performance. The Company disclaims any obligation
to publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, of new information, data
or methods, future events or other changes after the date of this press
release, except as required by applicable law. For a further discussion
of these and other factors that could impact the Company's future
results, performance or transactions, see the section entitled “Risk
Factors” in the Company's Annual Report on Form 10-K for the year ended
December 31, 2013, and other risks described in documents subsequently
filed by the Company from time to time with the Securities and Exchange
Commission. Prospective investors should not place undue reliance on any
forward-looking statements, which are based only on information
currently available to the Company (or to third parties making the
forward-looking statements).
MacKenzie Partners, Inc.
888-410-7850
Source: Empire State Realty Trust, Inc.