Empire State Realty Trust Announces Pricing of Private Offering of $250
Million of 2.625% Exchangeable Senior Notes Due 2019
NEW YORK -- August 6, 2014
Empire State Realty Trust, Inc. (NYSE:ESRT) (the “Company”) today announced
that its operating partnership Empire State Realty OP, L.P. (the “Operating
Partnership”) has priced a private offering of $250 million aggregate
principal amount of the Operating Partnership’s 2.625% Exchangeable Senior
Notes due 2019, which will be sold only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as amended (the
The notes will be senior unsecured obligations of the Operating Partnership.
The Operating Partnership also granted the initial purchaser a 30-day option
to purchase up to an additional $37.5 million aggregate principal amount of
the notes. The closing of the sale of the notes is expected to occur on August
12, 2014, subject to the satisfaction of customary closing conditions.
The notes will pay interest semi-annually at a rate of 2.625% per annum and
will mature on August 15, 2019, unless redeemed, repurchased or exchanged in
accordance with their terms prior to such date. The notes will have an initial
exchange rate, subject to adjustment, of 51.4059 shares of the Company’s Class
A common stock per $1,000 principal amount of the notes, representing an
exchange price of approximately $19.45 per share of the Company’s Class A
common stock and an exchange premium of approximately 22.5% based on the last
reported sale price of $15.88 per share of the Company’s Class A common stock
on August 6, 2014.
Prior to May 15, 2019, the notes will be exchangeable at the option of holders
of the notes only upon the satisfaction of certain conditions and during
certain periods, and, thereafter, at any time until the close of business on
the second scheduled trading day immediately preceding the maturity date. Upon
exchange, the notes will be exchangeable into cash, shares of the Company’s
Class A common stock or a combination of cash and shares of the Company’s
Class A common stock, at the Operating Partnership’s election.
The Operating Partnership may not redeem the notes pursuant to the terms of
the indenture that will govern the notes prior to the maturity date except to
the extent necessary to preserve the Company’s status as a real estate
investment trust for U.S. federal income tax purposes.
The Operating Partnership estimates that the net proceeds from the offering of
the notes will be approximately $247.0 million (or approximately $284.1
million if the initial purchaser exercises its option to purchase additional
notes in full), after deducting fees and estimated expenses payable by the
Operating Partnership. The Operating Partnership expects to use the net
proceeds from the offering to reduce amounts outstanding under its revolving
credit facility, including amounts used to finance its recent property
acquisitions and to repay mortgage debt.
The notes and any shares of the Company’s Class A common stock that may be
issued upon exchange of the notes have not been registered under the
Securities Act or any state securities laws and, unless so registered, may not
be offered or sold in the United States, except pursuant to an exemption from
the registration requirements of the Securities Act and applicable state laws.
This release does not constitute an offer to sell or a solicitation of an
offer to buy any of the notes or shares of the Company’s common stock, nor
shall there be any sale in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification thereof
under the securities laws of any such jurisdiction. Any offers of the
securities will be made only by means of a private offering circular.
About Empire State Realty Trust
Empire State Realty Trust, Inc. owns, manages, operates, acquires and
repositions office and retail properties in Manhattan and the greater New York
metropolitan area, including the Empire State Building.
Empire State Realty Trust Investor Relations
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