Empire State Realty Announces the Extension of Exchange Offer for Up to $250 Million in Private Perpetual Preferred Stock

  Empire State Realty Announces the Extension of Exchange Offer for Up to $250
  Million in Private Perpetual Preferred Stock

Business Wire

NEW YORK -- June 26, 2014

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 34^th 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).

Contact:

MacKenzie Partners, Inc.
888-410-7850
 
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