Form 8-K - Current report

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): August 19, 2024 (August 15, 2024)

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 3.01.			Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Notification of Late Filing on Form 12b-25 filed by Empire State Realty Trust, Inc. ("ESRT") and Empire State Realty OP, L.P. ("ESROP" and together with ESRT, the “Registrants”) with the Securities and Exchange Commission (“SEC”) on August 12, 2024, each Registrant has determined that it is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Form 10-Q”) by the prescribed due date because subsequent to the filing of the Registrants’ Form 10-Ks for the period ended December 31, 2023, the filing of the Registrants’ Form 10-Qs for the quarterly period ended March 31, 2024 and the Registrants’ Q2 2024 earnings release and call, Ernst & Young LLP (“EY”), the Registrants’ independent registered public accounting firm, informed the Registrants that following EY’s internal post-audit quality review of its audit of the Registrants’ consolidated financial statements for the year ended December 31, 2023, EY had identified control deficiencies in the design of certain information technology general controls for the Registrants’ information systems and applications which were relevant to the preparation of consolidated financial statements as of December 31, 2023.

On August 15, 2024, ESRT received a notice (the “NYSE Notice”) from the New York Stock Exchange (“NYSE”) indicating that, as a result of not having timely filed the Form 10-Q with the SEC, ESRT is not in compliance with Section 802.01E of the NYSE Listed Company Manual (the “NYSE Listing Standard”), which requires timely filing of all required periodic financial reports with the SEC. On August 16, 2024, ESROP received a notice (the “NYSE Arca Notice” and together with the NYSE Notice, the “Notices”) from the NYSE Arca, Inc. (“NYSE Arca” and together with “NYSE,” the “Exchanges”) indicating that, as a result of not having timely filed the Form 10-Q with the SEC, ESROP is not in compliance with Rule 5.3-E(i)(1) of the NYSE Arca Listed Company Manual (the “NYSE Arca Listing Standard” and together with the NYSE Listing Standard, the “Listing Standards”), which requires timely filing of all required periodic financial reports with the SEC.

Each Notice indicates that the applicable Registrant can regain compliance with the applicable Listing Standard by filing such Registrant's Form 10-Q within six months of the Form 10-Q’s filing due date. If either Registrant fails to file the Form 10-Q by such date, such Registrant may submit a request for the applicable Exchange's consideration that allows such Registrant’s securities to trade for an additional six-month trading period. If such Exchange determines that an additional six-month trading period is not appropriate, suspension and delisting procedures will commence pursuant to Section 804.00 of the NYSE Listed Company Manual or Rule 5.5-E(m) of the NYSE Arca Listed Company Manual, as applicable. If the applicable Exchange determines that an additional trading period of up to six months is appropriate and the applicable Registrant fails to regain compliance by the end of that period, suspension and delisting procedures for such Registrant will generally commence.

While the Registrants can provide no assurances as to timing, each Registrant is working diligently with EY to complete the assessment of the impacts of EY’s findings described above and plans to file the Form 10-Q as soon as practicably possible to regain compliance with the Listing Standard.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, dated August 19, 2024
104						The cover page from this Report on Form 8-K, formatted in Inline XBRL

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: August 19, 2024

By:

/s/ Stephen V. Horn

Name:

Stephen V. Horn

Title:

Executive Vice President, Chief Financial Officer & Chief Accounting Officer

EMPIRE STATE REALTY OP, L.P.

(Registrant)

By: Empire State Realty Trust, Inc., as general partner

Date: August 19, 2024

By:

/s/ Stephen V. Horn

Name:

Stephen V. Horn

Title:

Executive Vice President, Chief Financial Officer & Chief Accounting Officer

EMPIRE STATE REALTY TRUST RECEIVES EXPECTED NOTICE FROM NYSE RELATED TO DELAYED FILING OF QUARTERLY REPORT ON FORM 10-Q

New York, New York, August 19, 2024 -- Empire State Realty Trust, Inc. (NYSE: ESRT) (“ESRT”) and Empire State Realty OP, L.P. (“ESROP” and together with ESRT, the “Issuers”), today announced that, as previously disclosed in the Notification of Late Filing on Form 12b-25 filed by each Issuer with the Securities and Exchange Commission (“SEC”) on August 12, 2024, each Issuer has determined that it is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Form 10-Q”) by the prescribed due date because subsequent to the filing of the Issuers’ Form 10-Ks for the period ended December 31, 2023, the filing of the Issuers’ Form 10-Qs for the quarterly period ended March 31, 2024 and the Issuers’ Q2 2024 earnings release and call, Ernst & Young LLP (“EY”), the Issuers’ independent registered public accounting firm, informed the Issuers that following EY’s internal post-audit quality review of its audit of the Issuers’ consolidated financial statements for the year ended December 31, 2023, EY had identified control deficiencies in the design of certain information technology general controls for the Issuers’ information systems and applications which were relevant to the preparation of consolidated financial statements as of December 31, 2023.

Each Notice indicates that the applicable Issuer can regain compliance with the applicable Listing Standard by filing such Issuer’s Form 10-Q within six months of the Form 10-Q’s filing due date. If either Issuer fails to file the Form 10-Q by such date, such Issuer may submit a request for the applicable Exchange’s consideration that allows such Issuer’s securities to trade for an additional six-month trading period. If such Exchange determines that an additional six-month trading period is not appropriate, suspension and delisting procedures will commence pursuant to Section 804.00 of the NYSE Listed Company Manual or Rule 5.5-E(m) of the NYSE Arca Listed Company Manual, as applicable. If the applicable Exchange determines that an additional trading period of up to six months is appropriate and the applicable Issuer fails to regain compliance by the end of that period, suspension and delisting procedures for such Issuer will generally commence.

While the Issuers can provide no assurances as to timing, each Issuer is working diligently with EY to complete the assessment of the impacts of EY’s findings described above and plans to file the Form 10-Q as soon as practicably possible to regain compliance with the Listing Standard.

About Empire State Realty Trust

Empire State Realty Trust, Inc. (NYSE: ESRT) is a NYC-focused REIT that owns and operates a portfolio of modernized, amenitized, and well-located office, retail, and multifamily assets. ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observatory that was declared the #1 Attraction in the World – and the #1 Attraction in the U.S. for the third consecutive year – in Tripadvisor’s 2024 Travelers’ Choice Awards: Best of the Best Things to Do. The Company is the recognized leader in energy efficiency and indoor environmental quality. As of June 30, 2024, ESRT’s portfolio is comprised of approximately 7.9 million rentable square feet of office space, 0.7 million rentable square feet of retail space and 727 residential units. More information about Empire State Realty Trust can be found at esrtreit.com and by following ESRT on Facebook, Instagram, TikTok, X, and LinkedIn.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the federal securities laws, including without limitation statements regarding each Issuer’s filing of the Form 10-Q and each Issuer’s ability to regain compliance with the applicable Listing Standards. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. You can identify these statements by use of words such as “aims,” “anticipates,” “approximately,” “believes,” “contemplates,” “continues,” “estimates,” “expects,” “forecasts,” “hope,” “intends,” “may,” “plans,” “seeks,” “should,” “thinks,” “will,” “would” or the negative of these words and phrases or similar words or expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Issuers’ control and could materially affect actual results, performance or achievements. These factors include, without limitation, the risks and uncertainties detailed from time to time in the Issuers’ filings with the SEC and any failure of the conditions or events cited in this release. Except as may be required by law, the Issuers do not undertake a duty to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact:

Investors

Empire State Realty Trust Investor Relations

(212) 850-2678

IR@esrtreit.com

Category: FINANCIAL

# # #

Cover	Aug. 15, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 15, 2024
Entity Registrant Name	EMPIRE STATE REALTY TRUST, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-36105
Entity Tax Identification Number	37-1645259
Entity Address, Address Line One	111 West 33rd Street,
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10120
City Area Code	212
Local Phone Number	687-8700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001541401
Amendment Flag	false
Common Class A
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share
Trading Symbol	ESRT
Security Exchange Name	NYSE
Empire State Realty OP, LP
Entity Information [Line Items]
Entity Registrant Name	EMPIRE STATE REALTY OP, L.P.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36106
Entity Tax Identification Number	45-4685158
Entity Central Index Key	0001553079
Empire State Realty OP, LP \| Series ES Operating Partnership Units
Entity Information [Line Items]
Title of 12(b) Security	Series ES Operating Partnership Units
Trading Symbol	ESBA
Security Exchange Name	NYSEArca
Empire State Realty OP, LP \| Series 60 Operating Partnership Units
Entity Information [Line Items]
Title of 12(b) Security	Series 60 Operating Partnership Units
Trading Symbol	OGCP
Security Exchange Name	NYSEArca
Empire State Realty OP, LP \| Series 250 Operating Partnership Units
Entity Information [Line Items]
Title of 12(b) Security	Series 250 Operating Partnership Units
Trading Symbol	FISK
Security Exchange Name	NYSEArca