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Empire State Realty (NYSE: ESRT) prices $130M 5.99% notes due 2032

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Empire State Realty Trust and its operating partnership entered into a Note Purchase Agreement for a private placement of $130,000,000 aggregate principal amount of 5.99% Series M Senior Notes due July 15, 2032. Funding is scheduled for July 15, 2026 at 100% of principal.

The Notes may be prepaid at par plus a make-whole premium and will be unconditionally guaranteed by certain subsidiaries tied to Material Credit Facilities. The agreement includes leverage and coverage covenants, and the partnership plans to use net proceeds to refinance existing debt and for general corporate purposes.

Positive

  • None.

Negative

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Insights

Empire State Realty adds $130M fixed-rate debt with standard REIT-style covenants.

Empire State Realty OP, L.P. is privately placing $130,000,000 of 5.99% Series M Senior Notes maturing on July 15, 2032. The notes price at 100% of principal, indicating a straightforward par issuance to institutional buyers.

The Note Purchase Agreement sets leverage caps of 60% for total indebtedness to total asset value and 40% for secured indebtedness, plus minimum coverage ratios of 1.50x fixed charges and 1.75x for unencumbered assets versus unsecured interest. These are typical for investment-grade oriented REIT financings.

Net proceeds are intended to refinance existing indebtedness and for general corporate purposes, so the transaction largely reshapes rather than expands the liability profile. Subsequent disclosures in company filings may clarify which specific borrowings are refinanced and any impact on average debt cost and maturity ladder.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series M Notes principal $130,000,000 Aggregate principal amount of 5.99% Series M Senior Notes
Coupon rate 5.99% Interest rate on Series M Senior Notes
Maturity date July 15, 2032 Stated maturity of Series M Senior Notes
Funding date July 15, 2026 Scheduled funding of note sale, subject to conditions
Total leverage covenant 60% Max total indebtedness to total asset value
Secured leverage covenant 40% Max secured indebtedness to total asset value
Fixed charge coverage 1.50x Minimum Adjusted EBITDA to consolidated fixed charges
Unencumbered coverage 1.75x Minimum unencumbered NOI to unsecured interest expense
Note Purchase Agreement financial
"entered into a Note Purchase Agreement with the purchasers named therein"
A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.
Material Credit Facility financial
"indebtedness under any Material Credit Facility of the Company"
Adjusted EBITDA financial
"the ratio of Adjusted EBITDA (as defined in the Purchase Agreement)"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
unencumbered eligible properties financial
"aggregate net operating income with respect to all unencumbered eligible properties"
change of control financial
"the occurrence of certain change of control transactions"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Section 4(a)(2) of the Securities Act regulatory
"offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Understanding 8-K Material Events →
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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): April 15, 2026 (April 15, 2026)
EMPIRE STATE REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland001-3610537-1645259
(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)
Delaware001-3610645-4685158
(State or other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

111 West 33rd Street,
 
12th Floor
New York,New York10120
 (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 shareESRTThe New York Stock Exchange
Empire State Realty OP, L.P.
Series ES Operating Partnership UnitsESBANYSE Arca, Inc.
Series 60 Operating Partnership UnitsOGCPNYSE Arca, Inc.
Series 250 Operating Partnership UnitsFISKNYSE 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 1.01.Entry into a Material Definitive Agreement.

On April 15, 2026, Empire State Realty Trust, Inc. (the "Company") and Empire State Realty OP, L.P. (the "Operating Partnership"), the operating partnership subsidiary of the Company, entered into a Note Purchase Agreement with the purchasers named therein (the "Purchase Agreement") in connection with a private placement of $130,000,000 aggregate principal amount of the Operating Partnership's 5.99% Series M Senior Notes due July 15, 2032 (the "Notes"). The sale and purchase of the Notes is scheduled to fund on July 15, 2026, subject to customary closing conditions. The issue price for the Notes is 100% of the aggregate principal amount thereof.

Pursuant to the terms of the Purchase Agreement, the Operating Partnership may prepay all or a portion of the Notes upon notice to the holders at a price equal to 100% of the principal amount so prepaid plus a make-whole premium as set forth in the Purchase Agreement. The obligations of the Operating Partnership under the Notes will be unconditionally guaranteed by each of the Company's subsidiaries that guarantees or otherwise becomes liable at any time in respect of indebtedness under any Material Credit Facility (as defined in the Purchase Agreement) of the Company or any of its subsidiaries.

The Purchase Agreement contains customary covenants, including limitations on liens, investment, distributions, incurrence of debt, fundamental changes, and transactions with affiliates, and will require certain customary financial reports. The Purchase Agreement also includes the following financial covenants, subject to customary qualifications (to be in effect as of the last day of each fiscal quarter): (i) the ratio of total indebtedness to total asset value of the Company and its consolidated subsidiaries will not exceed 60%, (ii) the ratio of total secured indebtedness to total asset value of the Company and its consolidated subsidiaries will not exceed 40%, (iii) the ratio of Adjusted EBITDA (as defined in the Purchase Agreement) to consolidated fixed charges will not be less than 1.50x, (iv) the ratio of aggregate net operating income with respect to all unencumbered eligible properties to the portion of interest expense attributable to unsecured indebtedness will not be less than 1.75x, and (v) the ratio of total unsecured indebtedness to unencumbered asset value will not exceed 60%.

The Purchase Agreement contains customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment of principal and interest, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of real estate investment trust qualification.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by this reference.

The Operating Partnership intends to apply the net proceeds from the issuance of the Notes to refinance existing indebtedness and for general corporate purposes. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.Description
10.1
Note Purchase Agreement, dated April 15, 2026, among Empire State Realty OP, L.P., Empire State Realty Trust, Inc. and the purchasers named therein.
104Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).



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: April 15, 2026By:/s/ Stephen V. Horn
Name:Stephen V. Horn
Title:Executive Vice President, Chief Financial Officer

EMPIRE STATE REALTY OP, L.P.
(Registrant)
By: Empire State Realty Trust, Inc., as general partner
Date: April 15, 2026By:/s/ Stephen V. Horn
Name:Stephen V. Horn
Title:Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What type of debt did Empire State Realty Trust (ESRT) agree to issue?

Empire State Realty OP, L.P. agreed to issue 5.99% Series M Senior Notes due July 15, 2032 in a private placement. These unsecured senior notes are governed by a Note Purchase Agreement with institutional purchasers.

How large is the new Empire State Realty (ESRT) note issue and at what price?

The Operating Partnership is issuing $130,000,000 aggregate principal amount of Series M Senior Notes. The issue price is 100% of the aggregate principal amount, meaning the notes are sold at par rather than at a discount or premium.

When will Empire State Realty’s new Series M Notes fund and when do they mature?

The sale and purchase of the Series M Senior Notes are scheduled to fund on July 15, 2026, subject to customary closing conditions. The notes mature on July 15, 2032, providing a long-term fixed-rate financing source for the company.

What financial covenants apply to Empire State Realty’s new notes?

Key covenants include total indebtedness to total asset value not exceeding 60%, secured indebtedness to total asset value not exceeding 40%, Adjusted EBITDA to consolidated fixed charges of at least 1.50x, and an unencumbered interest coverage ratio of at least 1.75x.

How will Empire State Realty (ESRT) use the proceeds from the Series M Senior Notes?

The Operating Partnership intends to apply the net proceeds from the Series M Senior Notes to refinance existing indebtedness and for general corporate purposes. This suggests a focus on liability management rather than purely incremental borrowing.

Are Empire State Realty’s new notes registered with the SEC?

The Series M Senior Notes have not been and will not be registered under the Securities Act of 1933. They are being offered and sold relying on the Section 4(a)(2) exemption, limiting resales to transactions exempt from registration requirements.

Filing Exhibits & Attachments

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