Goldman, Sachs & Co.
200 West Street
New York, New York 10282
September 30, 2013
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | Request for Acceleration of Effectiveness |
Empire State Realty Trust, Inc.
Registration Statement on Form S-11
(File No. 333-179485)
Ladies and Gentlemen:
As underwriters of Empire State Realty Trust, Inc.’s (the “Company”) proposed public offering of up to 71,500,000 shares of Class A common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:30 p.m., New York City time, on October 1, 2013, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that the undersigned effected the following approximate distribution of the Company’s Preliminary Prospectus dated September 18, 2013, through the date hereof:
Preliminary Prospectus dated September 18, 2013:
9,326 copies to prospective Underwriters, institutional investors, dealers and others.
We were advised on September 20, 2013 by the Corporate Financing Department of the Financial Industry Regulatory Authority, Inc. that it has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering.
The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
Very truly yours,
[Signature page follows]
| GOLDMAN, SACHS & CO. | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| As representatives of the several Underwriters | ||
| By: GOLDMAN, SACHS & CO. | ||
| By: | /s/ Ryan Gilliam | |
| Name: | Ryan Gilliam | |
| Title: | Vice President | |
Underwriter Request for Acceleration
