Empire State Realty Trust Inc. and Empire State Realty OP, L.P. entered into a Note Purchase Agreement with the purchasers named therein in connection with a private placement of USD 130,000,000 aggregate principal amount of the company's 5.99% Series M Senior Notes due July 15, 2032. 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 company 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 company 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 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): the ratio of total indebtedness to total asset value of the Company and its consolidated subsidiaries will not exceed 60%, the ratio of total secured indebtedness to total asset value of the Company and its consolidated subsidiaries will not exceed 40%, the ratio of Adjusted EBITDA to consolidated fixed charges will not be less than 1.50x, 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 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 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, 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.
