00015530790001541401false 0001541401 2023-05-23 2023-05-23 0001541401 esrt:EmpireStateRealtyOPLPMember 2023-05-23 2023-05-23 0001541401 esrt:EmpireStateRealtyOPLPMember esrt:Series250OperatingPartnershipUnitsMember 2023-05-23 2023-05-23 0001541401 esrt:EmpireStateRealtyOPLPMember esrt:Series60OperatingPartnershipUnitsMember 2023-05-23 2023-05-23 0001541401 esrt:EmpireStateRealtyOPLPMember esrt:SeriesESOperatingPartnershipUnitsMember 2023-05-23 2023-05-23 0001541401 us-gaap:CommonClassAMember 2023-05-23 2023-05-23
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2023
 
 
EMPIRE STATE REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Maryland
  
001-36105
  
37-1645259
(State or other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
 
EMPIRE STATE REALTY OP, L.P.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
  
001-36106
  
45-4685158
(State or other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
111 West 33rd Street, 12th Floor
  
New York, New York
  
10120
(Address of Principal Executive Offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (212)
687-8700
n/a
(Former name or former address, if changed from last report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Empire State Realty Trust, Inc.
    
Class A Common Stock, par value $0.01 per share   ESRT   The New York Stock Exchange
Empire State Realty OP, L.P.
    
Series ES Operating Partnership Units   ESBA   NYSE Arca, Inc.
Series 60 Operating Partnership Units   OGCP   NYSE Arca, Inc.
Series 250 Operating Partnership Units   FISK   NYSE Arca, Inc.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
Item 7.01
Regulation FD Disclosure.
On May 
2
3
, 2023, the Company issued a press release with an update on its premises formerly leased to Signature Bank. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form
8-K,
including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
 
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
No.
   
Description
99.1    Press Release dated May 23, 2023.
104    Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
EMPIRE STATE REALTY TRUST, INC.
(Registrant)
Date: May 
23
, 2023		     By:  
/s/ Christina Chiu
    Name:   Christina Chiu
    Title:   EVP, Chief Operating Officer & Chief Financial Officer
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
EMPIRE STATE REALTY OP, L.P.
(Registrant)
    By:   Empire State Realty Trust, Inc., as general partner
Date: May 
23
, 2023		     By:  
/s/ Christina Chiu
    Name:   Christina Chiu
    Title:   EVP, Chief Operating Officer & Chief Financial Officer