As filed with the Securities and Exchange Commission on July 31, 2020
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EMPIRE STATE REALTY TRUST, INC.
EMPIRE STATE REALTY OP, L.P.
(Exact name of registrant as specified in its charter)
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Maryland (Empire State Realty Trust, Inc.)
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37-1645259
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Delaware (Empire State Realty OP, L.P.)
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45-4685158
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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111 West 33rd Street, 12th Floor
New York, New York 10120
(212) 687-8700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Anthony E. Malkin
Chairman, President and Chief Executive Officer
c/o Empire State Realty Trust, Inc.
111 West 33rd Street, 12th Floor
New York, New York 10120
(212) 687-8700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
With copies to:
Yoel Kranz
Goodwin Procter
LLP
620 Eighth Avenue
New York, NY 10018
Tel:
(212) 813-8800
Fax: (212) 355-3333
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller
reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Empire State Realty Trust, Inc.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Empire State Realty OP, L.P.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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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 7(a)(2)(B) of the Securities Act.
Empire State
Realty Trust, Inc. ☐
Empire State Realty OP, L.P. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Empire State Realty Trust, Inc.:
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Class A common stock, par value $0.01 per share
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Preferred stock, par value $0.01 per share
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Warrants
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Guarantees of debt securities of Empire State Realty OP, L.P.(1)
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Empire State Realty OP, L.P.
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Debt
securities(2)(3)
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TOTAL
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(4)
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$(4)
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$(4)
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$(4)
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(1)
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Pursuant to Rule 457(n) under the Securities Act of 1933, as amended (the Securities Act), no
separate registration fee will be paid in respect of any such guarantees.
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(2)
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Debt securities are issuable in series as senior debt securities or subordinated debt securities which may be
convertible into or exchangeable for common stock or preferred stock of Empire State Realty Trust, Inc.
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(3)
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Debt securities issued by Empire State Realty OP, L.P. may be accompanied by guarantees to be issued by Empire
State Realty Trust, Inc.
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(4)
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The amount to be registered consists of an unspecified amount of securities of each identified class as may from
time to time be offered at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act, Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. are deferring payment of all of the registration fees due under
this registration statement, except $24,911.87 that is being offset using part of the $70,594.14 registration fee paid in connection with 29,610,854 shares of Class A common stock (the Unsold Securities) registered under a prior
combined registration statement filed by Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. (Registration Statement Nos. 333-219658 and 333-219658-01) on August 3, 2017 (the Prior Registration Statement), and the related prospectus supplement to the Prior Registration Statement filed with the SEC on August 3, 2017 (the
Prior Prospectus Supplement), which securities were originally registered by Empire State Realty Trust, Inc. under the registration statement on Form S-3 (File
No. 333-199199) filed with the SEC on October 7, 2014 (the Original Registration Statement), and the related prospectus supplement to the Original Registration Statement filed with the
SEC on February 2, 2017. Empire State Realty Trust, Inc. intends to re-register the Unsold Securities, plus an additional 284,015 shares of Class A common stock, on a new prospectus supplement, which
will supersede and replace the Prior Prospectus Supplement, using $24,911.87 of the previously paid $70,594.14 registration fee, and use the $45,682.27 difference to offset any filing fees due for this registration statement, which will be paid on a
pay-as-you-go basis.
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Additionally, pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include
118,490,216 shares of unissued Class A common stock issuable in exchange for common units of partnership interest in Empire State Realty OP, L.P. and Class B common stock of Empire State Realty Trust, Inc., previously registered on the
Prior Registration Statement and related prospectus supplement (the Prior Prospectus Supplement), the latter of which was filed with the SEC on August 3, 2017. The registration fees with respect to any unissued shares of
Class A common stock paid in connection with the Prior Prospectus Supplement will continue to be applied to such securities. Pursuant to Rule 415(a)(6), the offering of any unsold securities registered under the Prior Registration Statement
will be deemed terminated as of the date of effectiveness of this Registration Statement.