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Questions about sales process and 50% split with sublessee. 4
Empire State Building and Sublessee 1961-2012: Changing views
$2.5 Billion Empire State Building Appraisal 6
Sublease
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"The supervisor has represented that historically, agreements have been entered into to share capital expenditure and financing costs"
Sublessee owners 7
Sublessee or Lessee 8
Is sublessee in a joint venture with Empire State Building? 9 empire state building ipo prospectus
Sublessee declines opportunity to become co-owner 10
Owner's relationship with sublessee is contractual 12
There is one owner of Empire State Building 11
Title to all of the improvements shall be in the Lessor 13
News
Lawsuits against Malkin Holdings L.L.C. since 3/1/12
3/1/2012 First Class Action Lawsuit
3/7/12 Second Class Action Suit
3/12/12 Third Class Action Suit
SEC Rules
SEC rules
SEC rules 2
3/16/12 SEC filing Empire State Building Associates
4/4/12 SEC Filing EMPIRE STATE BUILDING ASSOCIATES L.L.C.
May 31 2012 Empire State Building Associates L.L.C. SEC Filing
How much is your ownership worth?
WSJ: High-Stakes Feud over Empire State Building
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
definitions
continued from home page 15
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
Average Rent paid according to Malkin Holdings L.L.C.
Duties of Supervisor of Associates
Reuters: Empire State Building IPO change may help pay tax
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."
Empire State Realty Trust, Inc. Lockup Agreement
Sublease or Lease
Shared Debt Obligation
Eliminating Two-Tier Ownership
Sublease renewals
June 9, 2008 Consent for Loan for Improvement Program
December 27, 1961 Lease Empire State Building Prudential Insurance Company and Empire State Building Associates
Lease renewals
June 8 2008 Loan for Improvements
June 9, 2008 Empire State Building Improvements Budget
$10 million REIT fees paid out 2011 Empire State Building IPO
2011 Empire State Building Company LLC financials
SEC filing July 2, 2012 Empire State Building Associates L.L.C
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
Columbia University Sublesse interest
August 9, 2012 SEC filing of New Risk Factor of More Lawsuits against Management
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
Empire State Building Income
Page 1
Economic Joint Venture
50/50 split
Empire State Building privately owned by Empire State Building Company?
S-4
11/5/12 Settlement reached in Empire State Realty Trust suit
S-4 Red-lined version 11/2/12
Class Action Suit
Empire State Building Company Partnership Agreement
January 28, 2013 $800 Class Action Lawsuit Filed
REIT fees to ESBA investors
1971 Sublessee Operating Agreement and Amendments
1971 Empire State Building Company Participation Agreement
SEC 2/5/13 1971 Sublessee Empire State Building Company Participation Agreement
Top Ten Vote No
Sublease and improvements
Ex-Wien partner: Vote No to REIT
NYC's Towering TV Choice: 1 WTC Or Empire
Observatory
1961 Empire State Building Associates Prospectus
A Yen for Yield Could Rock U.S. REIT
Law360
REfin Blog
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
ESRT SEC Indexed files
FREEDOM OF INFORMATION ACT (FOIA) Annual Report for Fiscal Year 2013 (October 1, 2012 through September 30, 2013)
Freedom of Information Appeal (FOIA) Resources
“MALKIN FAMILY CONTRIBUTORS” to REIT
FOIA Vaughn Index
sec-glomar-response-to-foia-request-for-copies-of-interviews-with-empire-state-building-investors
“[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
September 13, 2012 file 2
September 10, 2012 file 1
September 10, 2012 file 2
September 5, 2012
August 27, 2012
May 8 , 2012
July 3, 2012
The OGIS Library Vaughn Index
FOIA Facts: Inside the Process of Preparing a Vaughn Index
Sample Vaughn Indexes
ESRT Equity Interests
SEC Vaughn Index Lawsuits
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
Exemption 6
11/10/14 ESRT Update on Lawsuits
SEC: How Investigations Work
SEC FOIA Exclusions
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
SEC Ordered To Turn Over Empire State REIT Docs Index - Law360 https://www.law360.com/articles/968927/print?section=assetmanagement[9/28/2017 5:06:22 PM] Portfolio Media. Inc. | 111 West 19th Street, 5th floor | New York, NY 10011 | www.law360.com Phone: +1 646 783 7100 | Fax: +1 646 783 7161 |
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SEC Ordered To Turn Over Empire State REIT Docs Index By Jack Newsham Law360, New York (September 28, 2017, 7:09 PM EDT) -- A California federal judge ordered the U.S. Securities and Exchange Commission on Wednesday to provide a list of 44,000 documents from its investigation of the Empire State Building's primary owner to a small stakeholder who sued for the records under the Freedom of Information Act. Richard Edelman had sought records of the SEC's investigation into Malkin Holdings LLC, which clashed for years with other shareholders in the world-famous tower over its now-completed effort to bundle the building with other properties and sell shares of the real estate investment trust to the public. Edelman was one of several investors with small stakes in the building to accuse Malkin of selling them short when it created Empire State Realty Trust Inc. The requester said the SEC's explanation of its searches and its justification for withholding certain records was plainly inadequate, but U.S. District Judge Roger T. Benitez largely declined to side with either Edelman or the agency. However, the court did rule that the SEC must turn over an index of documents that Malkin produced in class action settlement discussions with a group of small investors, saying that despite the REIT's objections, the exemption in the FOIA statute for business secrets doesn't apply. "It may be that the documents described by the Malkin index fall within a FOIA exemption, but the court finds that an index or spreadsheet describing the existence of potentially exempt documents is not protected by Exemption 4," the judge wrote. Judge Benitez said the SEC's compliance with FOIA was largely unclear. Its attorney's declaration about the searches was "vague and conclusory," he noted, but it didn't lend support to Edelman's allegation that the searches didn't go far enough. Similarly, the judge wrote, the government's Vaughn index — which explains what exemptions allow it to withhold otherwise responsive records — wasn't detailed enough. Its descriptions of how Malkin would be harmed by the release of the records are "speculative and conclusory," deploying boilerplate language ripped from FOIA Exemptions 4 and 5, so the government must file a new motion for summary judgment and update its index and affidavits, Judge Benitez said. Both sides successfully objected to parts of each other's motions and evidence. The judge upheld Edelman's objections to parts of an SEC attorney's declaration, finding that some of it didn't flow from her personal knowledge, and completely upheld his objections to declarations by Empire State Realty Trust general counsel Thomas N. Keltner Jr. because they weren't authenticated. The judge also sustained the SEC's objections to part of Edelman's papers that it called irrelevant and said amounted to "sweeping attacks" on its motive and conduct. Gary J. Aguirre, who represents Edelman, hailed the decision, noting that it requires the SEC to provide a largely unredacted copy of the index within just three days. "The key focus of our motion was to get a copy of this index," he said. "This will be a blueprint of the information that was submitted to the SEC" in the Malkin probe. SEC Ordered To Turn Over Empire State REIT Docs Index - Law360 https://www.law360.com/articles/968927/print?section=assetmanagement[9/28/2017 5:06:22 PM] The SEC doesn't comment on pending litigation, and a representative for Empire State Realty Trust didn't respond to a request for comment Thursday. Edelman is represented by Gary J. Aguirre of Aguirre Law APC. The SEC is represented by assistant U.S. attorney Katherine L. Parker. The case is Edelman v. SEC, case number 3:15-cv-02750, in the U.S. District Court for the Southern District of California. --Editing by Catherine Sum. All Content © 2003-2017, Portfolio Media, Inc