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Empire State Realty Trust (NYSE: ESRT) amends $490M term and delayed draw loans

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

Rhea-AI Filing Summary

Empire State Realty OP, L.P., with Empire State Realty Trust, Inc. as general partner, entered into a First Amendment to its Amended and Restated Credit Agreement with Wells Fargo Bank and a lender group on July 17, 2026. The amended agreement provides a term loan and a delayed draw term loan facility (together, the Facility) with an initial maximum principal amount of up to $490 million, consisting of a $245 million term loan and a $245 million delayed draw term loan. The term loan was fully borrowed before closing, while the delayed draw facility may be drawn during the six months following the closing date. The Operating Partnership may increase aggregate term loan capacity, including through new pari passu tranches, to a maximum of $510 million, to be used for working capital, capital expenditures, acquisitions, and development or redevelopment of real estate, as well as other general corporate purposes.

Amounts outstanding under the Facility bear interest at a floating rate based on either term or daily SOFR plus a spread of 1.50%–2.05%, or a base rate plus 0.50%–1.05%, in each case depending on leverage. If investment-grade ratings are achieved, amounts outstanding under the revolving credit facility may instead bear SOFR plus 0.80%–1.60% or base rate plus 0.00%–0.60%, based on credit ratings. The Operating Partnership will pay a 0.20% unused line fee on delayed draw commitments, subject to a 60-day grace period. The term loan facility matures on January 15, 2029, with extension rights to no later than January 15, 2031, while the delayed draw facility matures on January 12, 2032. Loans may be prepaid at any time without premium or penalty. The agreement includes customary covenants and events of default, including loss of REIT status and change of control, under which all outstanding amounts may become immediately due.

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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.
Initial Facility size up to $490 million Initial maximum principal amount of term loan and delayed draw term loan facilities
Term loan facility $245 million Term loan borrowed in full by the Operating Partnership before the Closing Date
Delayed draw term loan facility $245 million Delayed draw facility available for six months following July 17, 2026
Upsize option $510 million Maximum aggregate principal amount of term loan facilities under the Amended Credit Agreement
SOFR spread range 1.50%–2.05% Spread over SOFR for Facility borrowings based on leverage ratio
Base rate spread range 0.50%–1.05% Spread over base rate for Facility borrowings based on leverage ratio
Unused line fee 0.20% Unused line fee on delayed draw term loan commitments, with a 60-day grace period
Term loan maturity January 15, 2029 Final maturity of term loan facility, extendable to no later than January 15, 2031
Delayed draw maturity January 12, 2032 Date when delayed draw term loan facility terminates and is due
delayed draw term loan facility financial
"The Amended Credit Agreement provides for term loan and delayed draw term loan facilities"
A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.
secured overnight financing rate financial
"provisions in the Amended Credit Agreement provide for the use of rates based on the secured overnight financing rate"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
investment-grade ratings financial
"If the Operating Partnership achieves investment-grade ratings, subject to the terms of the Amended Credit Agreement"
A label assigned by credit rating agencies that signals a borrower — such as a company or government — is judged to have relatively low risk of default and a strong ability to repay debt. Like a consumer credit score for institutions, investment-grade ratings matter because they lower borrowing costs, broaden the pool of potential investors (including conservative funds that only buy investment-grade debt), and influence how risky a security looks in a portfolio.
pari passu term loan tranches financial
"or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount"
unused line fee financial
"including an unused line fee on delayed draw term loan commitments under the delayed draw term loan facility"
A fee a lender charges on the portion of a loan or credit line a borrower has reserved but not used, similar to paying a small charge to hold a hotel room or keep a credit card limit open. It matters to investors because it raises a borrower’s ongoing financing cost even when cash isn’t drawn, reducing net cash available and affecting profit margins, liquidity planning and the attractiveness of debt arrangements.
change of control financial
"loss of real estate investment trust qualification, and occurrence of a change of control"
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.

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FAQ

What credit agreement did ESRT (Empire State Realty Trust) amend on July 17, 2026?
Empire State Realty OP, L.P. and Empire State Realty Trust, Inc. entered into a First Amendment to their Amended and Restated Credit Agreement with Wells Fargo Bank and other lenders. The amendment establishes updated term loan and delayed draw term loan facilities and related terms.

What is the total size of the new loan facilities for ESRT under the amended agreement?
The amended credit agreement provides an initial maximum principal amount of up to $490 million, split between a $245 million term loan and a $245 million delayed draw term loan. Aggregate term loan capacity may be increased to a maximum of $510 million under specified conditions.

How and when can ESRT’s delayed draw term loan facility be used?
The $245 million delayed draw term loan facility for ESRT may be drawn during the six months following the July 17, 2026 closing date. It is intended for working capital, capital expenditures, acquisitions, development and redevelopment of real estate, and other general corporate purposes.

What interest rate does ESRT pay on the amended term loan facilities?
Amounts outstanding under the Facility bear interest at SOFR plus 1.50%–2.05% or a base rate plus 0.50%–1.05%, depending on the Operating Partnership’s leverage ratio. If investment-grade ratings are achieved, revolving borrowings may instead price at lower SOFR- or base rate-based spreads.

When do ESRT’s amended term loan facilities mature and can they be prepaid?
The term loan facility matures on January 15, 2029, with possible extension to no later than January 15, 2031. The delayed draw term loan facility matures on January 12, 2032. The Operating Partnership may prepay loans under the Facility at any time without premium or penalty.

What covenants and default events affect ESRT under the Amended Credit Agreement?
The Amended Credit Agreement includes customary covenants limiting liens, investments, distributions, debt, fundamental changes, and affiliate transactions, plus reporting requirements. Events of default include non-payment, covenant breaches, certain ERISA events, loss of REIT qualification, and change of control, after which all obligations may become due.
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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): July 17, 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 July 17, 2026 (the “Closing Date”), Empire State Realty OP, L.P. (the “Operating Partnership”) and its general partner, Empire State Realty Trust, Inc. (the “Company”) entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) with Wells Fargo Bank, National Association, as administrative agent, the subsidiary guarantors thereto and the lenders party thereto. The Amendment amends the Amended and Restated Credit Agreement, dated as of November 14, 2025, by and among the Operating Partnership, the Company, Wells Fargo Bank, National Association as administrative agent, Bank of America, N.A. as syndication agent and the lenders party thereto (the “Existing Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”). The Amended Credit Agreement provides for term loan and delayed draw term loan facilities (together, the “Facility”).
The Facility is in the initial maximum principal amount of up to $490 million, which consists of a $245 million term loan credit facility and a $245 million delayed draw term loan facility. The term loan facility was borrowed in full by the Operating Partnership prior to the Closing Date. The delayed draw term loan facility may be drawn in the six months following the Closing Date. The Operating Partnership may request the aggregate principal amount of term loan facilities under the Amended Credit Agreement be increased through one or more increases in the delayed draw term loan credit facility or one or more increases in the term loan facility or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $510 million. The Facility will be used for the working capital needs, capital expenditures, acquisitions, development and redevelopment of real estate properties of the Operating Partnership and its subsidiaries and for other general corporate purposes.
The provisions in the Amended Credit Agreement provide for the use of rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York. Amounts outstanding under the Facility will bear an interest rate at a floating rate equal to, at the Operating Partnership’s election, (1) the SOFR rate for the applicable term or the daily SOFR rate, plus a spread that will range from 1.50% to 2.05%, depending upon the Operating Partnership’s leverage ratio, or (2) a base rate, plus a spread that will range from 0.50% to 1.05%, depending upon the Operating Partnership’s leverage ratio. If the Operating Partnership achieves investment-grade ratings, subject to the terms of the Amended Credit Agreement, it may elect for the amounts outstanding under the revolving credit facility to bear interest at a floating rate equal to, at the Operating Partnership’s election, (1) the SOFR rate for the applicable term or the daily SOFR rate, plus a spread that will range from 0.80% to 1.60%, depending upon the Operating Partnership’s credit rating, or (2) a base rate, plus a spread that will range from 0.00% to 0.60%, depending upon the Operating Partnership’s credit rating.
The Operating Partnership will pay certain customary fees and expense reimbursements in connection with the Facility, including an unused line fee on delayed draw term loan commitments under the delayed draw term loan facility of 0.20%, subject to a grace period of sixty days and the other terms of the Amended Credit Facility.
The term loan facility shall terminate and all amounts outstanding thereunder shall be due and payable on January 15, 2029, subject to extension to no later than January 15, 2031 in accordance with the terms of the Amended Credit Agreement. The delayed draw shall terminate and all amounts outstanding thereunder shall be due and payable on January 12, 2032. The Operating Partnership may prepay loans under the Facility at any time without premium or penalty, subject to the conditions provided in the Amended Credit Agreement.
The Amended Credit Agreement contains customary financial and operating covenants, including covenants relating to limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates, and requires certain customary financial reports. The Amended Credit Agreement also contains customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of real estate investment trust qualification, and occurrence of a change of control (as defined in the Amended Credit Agreement). If an event of default occurs and is continuing under the Amended Credit Agreement, the entire outstanding balance may become immediately due and payable.


Some of the lenders and their affiliates from time to time have provided in the past and may provide in the future, investment banking, commercial lending and financial advisory services to the Operating Partnership, the Company and their affiliates in the ordinary course of business.
The foregoing description of the Amended Credit Agreement is qualified in its entirety by the full terms and conditions of the Amended Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above with respect to the Amended Credit Agreement under Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.
Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
10.1*
First Amendment to the Amended and Restated Credit Agreement, dated July 17, 2026, among Empire State Realty OP, L.P., as borrower, Empire State Realty Trust, Inc., Wells Fargo Bank, National Association, as administrative agent, the subsidiary guarantors thereto and the lenders party thereto.
104Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
* In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company and Operating Partnership hereby agree to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.


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: July 17, 2026
By:/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: July 17, 2026
By:/s/ Stephen V. Horn
Name:Stephen V. Horn
Title:Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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