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  • 3/16/12 SEC filing Empire State Building Associates
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  • FORM OF PARTICIPATING AGREEMENT OF EMPIRE STATE BUILDING ASSOCIATES L.L.C.
  • No independent representative was retained to negotiate on behalf of the participants
  • S-4 Empire State Equity Trust February 13, 2012 14
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  • Empire State Owners Go Ape Over IPO Tax Issues: Wall Street Journal April 8 2012
  • January 9, 2012 Answer to SEC inquiry
  • REITs Spring an Unnerving Surprise
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  • Wall Street Journal: Tax Terms Amended in Empire State Building IPO
  • How to Ruin a Safe Bet; Did Rockefeller Center Financiers Reach Too Far?
  • May 31 2012 Helmsley Estate Driving Empire State Building IPO, Malkins Say
  • SEC May 11, 2012 :" "There are material risks and conflicts of interest associated with the consolidation."
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  • ESBA number of participants
  • On August 6, 2012, Malkin Holdings L.L.C., the supervisor of Empire State Building Associates L.L.C. (the “Registrant”), provided the following to persons calling participants in the Registrant, to be used as a script for such calls:
  • SEC August 6, 2012 Empire State Realty Trust, Inc
  • Poll of ESBA participants
  • August 9, 2012 Legal Proceedings Empire State Building Associates 10Q
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  • 2012: Observatory increased admission prices over 15%
  • Wells Notice
  • SEC Filing 8/24/12 "legally distinct from a joint venture"‏ malkin empire state sec filings
  • Empire State Realty Trust Empire State Realty Trust, Inc. Empire State Building IPO
  • Top ten reasons to Vote NO to sale of Empire State Building to REIT
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  • Page 1
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  • 50/50 split
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  • S-4
  • 11/5/12 Settlement reached in Empire State Realty Trust suit
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  • Crain's New York: Bidders up ante at Empire State Bldg.
  • Crains New York: Another bidder moves to upset Empire St. Bldg. plan.
  • ESBA purchase of fee title 2001-2
  • Damage and Destruction:
  • ESBA land building cost percentages
  • Revman headed for Empire State Building
  • SL Green says private market will value ESB higher
  • Private market values exceed public market values
  • Thor makes second offer for Empire State Building
  • Empire State Building Investors Again Sue Owners Over IPO
  • Empire State Building Topless Model Lawsuit
  • Empire State Building $500 Million Lawsuit against Malkin Holdings
  • Investors Launch $600M Suit Over Empire State Building Deal
  • Law360: Report Details Malkin's Rebuff Of Empire State Bldg. Bids‏
  • Empire State Building Investor Appeals $55M Settlement
  • Empire State Building Investors Rip Owners Over Discovery
  • SEC Freedom of Information Act Exemptions
  • ESRT SEC filings comments and Malkin Holdings uploaded answers
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  • “[WE] CAN NEITHER CONFIRM NOR DENY THE EXISTENCE OR NONEXISTENCE OF RECORDS RESPONSIVE TO YOUR REQUEST”1 : REFORMING THE GLOMAR RESPONSE UNDER FOIA
  • SEC issues Glomar Response for ESRT-first since 2010
  • Glomar Response-Office of Government Information Services
  • Empire State Building $600 Million lawsuit against Peter Malkin and Tony Malkin
  • SEC FOIA Lawsuit for Empire State Building REIT records
  • Case 1:14-cv-01140 EDELMAN v. SECURITIES AND EXCHANGE COMMISSION Complaint
  • AGREEMENT BETWEEN MALKIN HOLDINGS LLC AND HELMSLEY ENTERPRISES, INC.
  • PARTNERSHIP AGREEMENTS and FORM OF PARTICIPATING AGREEMENT For Lincoln and Fish Buildings
  • Helmsley Management to self manage
  • SEC Division of Corporation Finance Staff Legal Bulletin No. 1 (with Addendum) "Confidential Treatment Requests"
  • Untitled
  • EDELMAN v. SECURITIES AND EXCHANGE COMMISSION-Case Assigned to Judge Rosemary M. Collyer. (md, )
  • About 20% of the people who were warned over a two-year period that they might be sued by U.S. regulators for allegedly violating securities law ended up not facing charges
  • justice.gov guide-freedom-information-act
  • September 19, 2013
  • September 5, 2013
  • August 12, 2013
  • December 21, 2012
  • December 17, 2012
  • October 19, 2012
  • October 10, 2012
  • October 5, 2012
  • September 24, 2012
  • September 13, 2012 file 1
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  • September 10, 2012 file 1
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  • September 5, 2012
  • August 27, 2012
  • May 8 , 2012
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  • The OGIS Library Vaughn Index
  • FOIA Facts: Inside the Process of Preparing a Vaughn Index
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  • ESRT Equity Interests
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  • Gavin vs. SEC
  • GAVIN v. UNITED STATES SECURITIES EXCHANGE COMM., Civil No. 04-4522 (PAM/JSM). , at 4 (D. Minn. Oct. 13, 2006)
  • Empire State Realty Trust Ownership
  • Improvements ownership
  • Therefore, each of Associates and Lessee will ultimately bear one-half of the cost of the improvement program
  • CF Memo
  • SEC Is Steering More Trials to Judges It Appoints
  • 10/20/14 Activity in Case 1:14-cv-01140-RMC EDELMAN v. SECURITIES AND EXCHANGE COMMISSION Order
  • NYC Rooftop RF Options Widen
  • H.R.1211 - FOIA Act
  • Exemption 5
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  • 11/10/14 ESRT Update on Lawsuits
  • SEC: How Investigations Work
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  • SEC FOIA Requests November 2014
  • FOIA Glomar response conversion to The (c)(1) Exclusion
  • Law360: Empire State Building Investors Launch Another Suit Over IPO
  • 2/17/15: PLAINTIFF’S MEMORANDUM OF LAW IN OPPOSITION TO DEFENDANT'S MOTION FOR SUMMARY JUDGMENT AND IN SUPPORT OF PLAINTIFF’S CROSS MOTION FOR SUMMARY JUDGMENT
  • ESB SEC FOIA Requests Updated List
  • ESB SEC FOIA Requests Updated List March 2015
  • 04/17/15 RICHARD EDELMAN, ) Plaintiff, ) ) v. ) Case No. 1:14-CV-1140 (RDM) ) SECURITIES AND EXCHANGE ) COMMISSION, ) Defendant.
  • Malkin attorneys FOIA requests for ESB investigation files rebuffed by SEC
  • ESRT SEC Enforcement Investigation File
  • FOIA Lawsuit San Diego
  • Malkin Holdings lawyers Dewey Pegno SEC FOIA requests Empire State Building
  • Federal Court to Rule on release of SEC ESRT-Malkin Holdings Investigation Files
  • Peter Malkin Tony Malkin Lose Empire State Building Case Ruling
  • Malkin Holdings, Peter Malkin and Tony Malkin lose counterclaim ruling in Empire State Building Arbitration case.
  • Federal Court to rule on release of SEC ESRT Malkin Holdings ​Empire State Building investigation files.
  • SEC FOIA Lawsuit Empire State Realty Trust Malkin Holdings Consumer Complaints
  • Empire State Realty Trust Income Tax Treatment according to Malkin Holdings LLC
  • February 20, 2013 Re: In re Empire State Realty Trust, MNY-08894
  • SEC 662
  • SEC lawyers Empire State Building sale notes from calls and meetings with Malkin Holdings managers ordered released by Federal Judge
  • Malkin answer to SEC about unauthorized renewal of Empire State Building Master Lease
  • "SEC Ordered To Turn Over Empire State REIT Docs Index"
  • Empire State Building Department of Justice FOIA ruling Malkin Holdings


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”

                                                                                                                26 -

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.