Exhibit (a)(1)(D)
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 THE COMPANY.
September 4, 2019
To Our Clients:
We hold for your account securities in Empire State Realty OP, L.P. (the “Company”) which are the subject of an exchange offer, by which you may elect to receive higher current distributions at a permanently fixed rate. If you wish to make such exchange, you must send us the Instructions From Beneficial Owner, a form of which is attached.
Enclosed for your consideration is the Offer to Exchange, dated September 4, 2019 (as amended or supplemented from time to time, the “Exchange Offer”), and a form of Instructions From Beneficial Owner relating to the offer of the Company to acquire up to 15,000,000 of the Company’s outstanding common operating partnership units (“OP Units”) with a current annual distribution rate of $0.42 per unit, 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 distribution rate of $0.70 per unit. The Preferred Units will have a liquidation preference of $13.52 per unit, which was the closing price of the Class A common stock of the Company’s general partner, Empire State Realty Trust, Inc., on the New York Stock Exchange on August 27, 2019.
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 Series ES OP Units, Series 60 OP Units, Series 250 OP Units and Series PR 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 The Exchange Offer is conditioned upon, among other things, there being validly tendered and not withdrawn at least 1,000,000 OP Units.
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 11, 2019, UNLESS EXTENDED (THE “EXPIRATION DATE”).The Company requests that you respond by October 2, 2019.
The Company expects 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.
