The business address and telephone number of each of the above directors and executive
officers is c/o Empire State Realty Trust, Inc., 111 West 33rd Street, 12th Floor, New York, NY 10120, telephone number (212) 687-8700.
Item 4.
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Terms of the Transaction.
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(a) Material Terms. The information set forth in the Offer to Exchange under the headings Summary Term Sheet,
Questions and Answers About the Exchange Offer, The Exchange Offer, Certain U.S. Federal Income Tax Considerations, Comparison of Rights Between the OP Units and the Series 2019 Preferred Units,
Description of the Partnership Agreement and Description of ESRT Common Stock is incorporated by reference herein.
(b) Purchases. Certain OP Units that are the subject of the Exchange Offer are owned by officers, directors or affiliates
of the Company. None of our directors or officers or their affiliates have indicated an intent to tender. The information set forth in the Offer to Exchange under the heading Interests of Directors and Officers is incorporated by
reference herein.
Item 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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(e) Agreements Involving the Subject Companys Securities. The information set forth in the Offer to Exchange under the
heading Interests of Directors and Officers and Description of the Partnership Agreement is incorporated by reference herein.
In addition, the information set forth under the heading Compensation Discussion and Analysis, Compensation of
Directors and Certain Relationships and Related Transactions in Empire State Realty Trust, Inc.s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2019, is incorporated herein by reference.
Item 6.
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Purposes of the Transaction and Plans or Proposals.
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(a) Purposes. The information set forth in the Offer to Exchange under the heading Questions and Answers about the Exchange
OfferWhat is the purpose of the Exchange Offer? is incorporated by reference herein.
(b) Use of Securities
Acquired. The OP Units acquired in the Exchange Offer will be cancelled. The information set forth in the Offer to Exchange under the heading The Exchange OfferTender of OP Units; Acceptance of OP Units is incorporated by
reference herein.
(c) Plans. Not applicable.
Item 7.
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Source and Amount of Funds or Other Consideration.
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(a) Source of Funds. The information set forth in the Offer to Exchange under the heading The Exchange OfferSource and
Amount of Funds is incorporated by reference herein.
(b) Conditions. The Exchange Offer is not conditioned upon
the Companys receipt of financing.
(d) Borrowed Funds. Not applicable.
Item 8.
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Interest in Securities of the Subject Company.
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(a) Securities Ownership. The information set forth in the Offer to Exchange under the heading Interests of Directors and
Officers is incorporated by reference herein.
(b) Securities Transactions. The information set forth in the Offer to
Exchange under the heading Interests of Directors and Officers is incorporated by reference herein.