http://www.sec.gov/Archives/edgar/data/1541401/000119312513371814/d283407ds11a.htm
This Offering
Class A common stock offered by us
71,500,000 shares (plus up to an additional 10,725,000 shares that we may issue and sell upon the exercise of the underwriters’ option in full)Class A common stock to be outstanding after this offering
89,678,299 shares(1)
Class B common stock to be outstanding after the formation transactions
1,130,006 shares
Class A common stock, Class B common stock and operating partnership units to be outstanding after this offering and the formation transactions
240,257,162 shares / units(1)(2)
Use of proceeds
We intend to use the net proceeds of this offering or the secured revolving and term credit facility to:
• pay $78.6 million to certain holders of interests (other than the Helmsley estate) in the existing entities that are non-accredited investors or who elect to receive cash for their equity interests in certain of the existing entities;
• pay $639.2 million to the Helmsley estate for equity interests in certain of the existing entities;
• pay fees of $6.3 million associated with the expected new secured revolving and term credit facility, using the proceeds of the secured revolving and term credit facility;
• pay fees of $10.0 million in connection with the assumption of indebtedness;
• pay expenses of $269.6 million incurred in connection with this offering, including underwriting discounts and commissions, and the formation transactions;
• repay borrowings of $269.0 million (based on June 30, 2013 balance) under our $500.0 million term loan secured by the Empire State Building, using the proceeds of the secured revolving and term credit facility;
• repay a loan of $3.6 million that was made to one of the existing entities by certain of the investors in such entity;
• repay a loan of $1.5 million (based on June 30, 2013 balance) that was made to one of the existing entities by an entity, which is controlled by and interests of which are held by Anthony E. Malkin and Peter L. Malkin, using the proceeds of the secured revolving and term credit facility; and
• apply the remaining amounts for general working capital purposes, if any, and to fund potential future acquisitions.
Risk Factors
Investing in our Class A common stock involves a high degree of risk. You should carefully read and consider the information set forth under the heading “Risk Factors” beginning on page 31 and other information included in this prospectus before investing in our Class A common stock.Proposed New York Stock Exchange symbol
“ESRT”
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http://investors.empirestaterealtytrust.com/file.aspx?IID=4313470&FID=24471923
NEW YORK--(BUSINESS WIRE)-- Empire State Realty Trust, Inc. (NYSE:ESRT) (the "Company"), a leading real estate investment trust with office and retail properties in Manhattan and the greater New York metropolitan area, today announced that it has completed the acquisition of the ground and operating leases at 112 West 34th Street and the ground lease at 1400 Broadway for a total of approximately $734 million in cash, common stock and operating partnership (“OP”) units.
The leaseholds and fee title to a small contiguous property at 112 West 34th Street were acquired for approximately $423.6 million, or approximately $570 per square foot, consisting of $87.7 million by assumption of existing mortgage debt, $106.8 million in cash and $229.1 million in shares of Class A and Class B common stock and Series PR OP units. The leasehold at 1400 Broadway was acquired for $310.0 million, or approximately $346 per square foot, consisting of $80.0 million by assumption of existing mortgage debt, $79.7 million in cash, and $150.3 million in shares of Class A and Class B common stock and Series PR OP units. In connection with these transactions, the Company issued 2.7 million shares of Class A and Class B common stock at a per share price of $16.65 and 20.1 million Series PR OP Units at a unit price of $16.65.
