Exhibit (a)(1)(C)
EMPIRE STATE REALTY OP, L.P.
OFFER TO EXCHANGE
SERIES 2019 PRIVATE PERPETUAL PREFERRED OPERATING PARTNERSHIP UNITS
FOR
SERIES ES OPERATING PARTNERSHIP UNITS
SERIES 60 OPERATING PARTNERSHIP UNITS
SERIES 250 OPERATING PARTNERSHIP UNITS
AND
SERIES PR OPERATING PARTNERSHIP UNITS
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 11, 2019
UNLESS EXTENDED OR TERMINATED BY US.
September 4, 2019
To Brokers, Dealers and Other Nominees:
Empire State Realty OP, L.P. (the “Company,” “our,” “we” or “us”) is offering to acquire up to 15,000,000 of the Company’s outstanding common operating partnership units (“OP Units”) on aone-for-one basis in exchange for an equal number of its newly issued Series 2019 Private Perpetual Preferred Operating Partnership Units (“Preferred Units”), with a liquidation preference of $13.52 per unit, which was the closing price of the Class A common stock of our general partner, Empire State Realty Trust, Inc., on the New York Stock Exchange on August 27, 2019, upon the terms and conditions in the Offer to Exchange, dated September 4, 2019 (the “Offer to Exchange”) and the related Letters of Transmittal (which together, as amended or supplemented from time to time, collectively constitute the “Exchange Offer”).
If all conditions to the Exchange Offer are satisfied or waived, the Company will acquire a total of 15,000,000 OP Units, or approximately 11.8% of the total number of outstanding OP Units held by partners other than the general partner, on a pro rata basis from all tendering holders of OP Units, disregarding fractions, according to the number of OP Units tendered by each holder. Any OP Units not accepted will be credited back to the appropriate account promptly following the expiration or termination of the Exchange Offer. The Exchange Offer is conditioned upon, among other things, there being validly tendered and not withdrawn at least 1,000,000 OP Units. We expect that holders of OP Units who tender their OP Units in the Exchange Offer will still receive full distributions for all periods during which they held the OP Units, and that the exchange of OP Units for Preferred Units in the Exchange Offer will not cause a holder to recognize gain for tax purposes. The description of the Exchange Offer in this letter is only a summary and is qualified by all of the terms and conditions of the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER TO OBTAIN THEIR INSTRUCTIONS. THE OFFER WILL EXPIRE AT12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 11, 2019, UNLESS EXTENDED.We request responses by October 2, 2019.
In connection with the Exchange Offer, please forward copies of the enclosed materials to your clients for whom you hold Series ES OP Units, Series 60 OP Units, Series 250 OP Units or Series PR OP Units registered in your name or in the name of your nominee. For your information and for forwarding to your clients, we are enclosing the following documents:
| 1. | cover letter from the Company briefly describing the Exchange Offer; |
| 2. | Offer to Exchange, dated September 4, 2019; |