To view the original registration statement and prospectus as it appears on the SEC website, click

335 Pages·2013·4.9 MB·English

by  Mickelberry, Jesse

To view the original registration statement and
prospectus as it appears on the SEC website, click here.
S-11/A 1 d283407ds11a.htm AMENDMENT NO. 7 TO FORM S-11
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As filed with the Securities and Exchange Commission on September 19, 2013
Registration Statement No. 333-179485

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 7
TO
FORM S-11
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

EMPIRE STATE REALTY TRUST, INC.
(Exact name of registrant as specified in its governing instruments)

One Grand Central Place
60 East 42nd Street
New York, New York 10165
[phone]
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Anthony E. Malkin
Chairman, Chief Executive Officer and President
c/o Empire State Realty Trust, Inc.
One Grand Central Place
60 East 42nd Street
New York, New York 10165
[phone]
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:
Larry P. Medvinsky, Esq. Stuart A. Barr, Esq.
Jason D. Myers, Esq. Hogan Lovells US LLP
Clifford Chance US LLP 555 Thirteenth Street, NW
31 West 52nd Street Washington, DC 20004
New York, New York 10019 Tel: [phone]
Tel: [phone] Fax: [phone]
Fax: [phone]

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. ¨
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following
box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x (Do not check if a smaller reporting company) Smaller Reporting Company ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and
Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus, dated September 18, 2013
PROSPECTUS
71,500,000 Shares

Class A Common Stock

Empire State Realty Trust, Inc. is a Maryland corporation organized to qualify as a real estate investment trust that owns, manages, operates, acquires and
repositions office and retail properties in Manhattan and the greater New York metropolitan area.
This is our initial public offering and no public market currently exists for our Class A common stock. We are offering shares of our Class A common stock as
described in this prospectus. All of the shares of Class A common stock offered by this prospectus are being sold by us. We currently expect the initial public offering
price to be between $13.00 and $15.00 per share of our Class A common stock. Our Class A common stock has been approved for listing on the New York Stock
Exchange, subject to official notice of issuance, under the symbol “ESRT.”
Shares of our common stock are subject to ownership limitations that are intended to, among other purposes, assist us in qualifying and maintaining our
qualification as a real estate investment trust for U.S. federal income tax purposes. Our charter contains certain restrictions relating to the ownership and transfer of
our common stock, including, subject to certain exceptions, a 9.8% ownership limit for all stockholders. See “Description of Securities—Restrictions on Ownership
and Transfer” beginning on page 284 of this prospectus.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 31 of this prospectus for a
discussion of certain risk factors that you should consider before investing in our Class A common stock.

Per Share Total
Public offering price $ $
Underwriting discounts and commissions(1) $ $
Proceeds, before expenses, to us $ $

(1) See “Underwriting” for additional disclosure regarding the underwriting discounts and expenses payable to the underwriters by us.
We have granted the underwriters the option to purchase an additional 10,725,000 shares of our Class A common stock for 30 days after the date of this
prospectus on the same terms and conditions set forth above if the underwriters sell more than 71,500,000 shares of Class A common stock in this offering.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares of our Class A common stock on or about , 2013.

Joint Book-Running Managers
Goldman, Sachs & Co. BofA Merrill Lynch

Barclays Citigroup Deutsche Bank Securities Wells Fargo Securities

Capital One Securities HSBC KeyBanc Capital Markets PNC Capital Markets LLC RBS Stifel

Lebenthal Capital Markets Loop Capital Markets Ramirez & Co., Inc.

The date of this prospectus is , 2013.
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CONTENTS

Page
PROSPECTUS SUMMARY 1
THE COMPANY 1
RISK FACTORS 31
FORWARD-LOOKING STATEMENTS 71
USE OF PROCEEDS 73
DISTRIBUTION POLICY 75
CAPITALIZATION 80
DILUTION 81
SELECTED FINANCIAL AND OTHER DATA 84
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 87
ECONOMIC AND MARKET OVERVIEW 131
BUSINESS AND PROPERTIES 177
MANAGEMENT 229
PRINCIPAL STOCKHOLDERS 247
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 249
STRUCTURE AND FORMATION OF OUR COMPANY 258
PRICING SENSITIVITY ANALYSIS 268
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES 270
DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF EMPIRE STATE REALTY OP, L.P. 275
DESCRIPTION OF SECURITIES 282
CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OUR CHARTER AND BYLAWS 288
SHARES ELIGIBLE FOR FUTURE SALE 295
U.S. FEDERAL INCOME TAX CONSIDERATIONS 299
ERISA CONSIDERATIONS 325
UNDERWRITING 326
LEGAL MATTERS 333
EXPERTS 334
WHERE YOU CAN FIND MORE INFORMATION 335
INDEX TO FINANCIAL STATEMENTS F-1

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You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us or information to which we
have referred you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in
any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any free writing
prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in these documents. Our business,
financial condition, liquidity, results of operations and prospects may have changed since those dates.
Unless the context otherwise requires or indicates, references in this prospectus to “we,” “our,” “us” and “our company” refer to (i) Empire State
Realty Trust, Inc. (formerly known as Empire Realty Trust, Inc.), a Maryland corporation, together with its consolidated subsidiaries, including Empire
State Realty OP, L.P. (formerly known as Empire Realty Trust, L.P.), a Delaware limited partnership, which we refer to in this prospectus as “our
operating partnership,” after giving effect to the formation transactions described in this prospectus and (ii) our predecessor before giving effect to the
formation transactions described in this prospectus. Unless the context otherwise requires or indicates, the information contained in this prospectus assumes
(i) the formation transactions, as described under the caption “Structure and Formation of Our Company” beginning on page 258 have been completed;
(ii) the 71,500,000 shares of Class A common stock to be sold in this offering are sold at $14.00 per share, which is the mid-point of the range of prices set
forth on the front cover of this prospectus; (iii) no exercise by the underwriters of their option to purchase up to an additional 10,725,000 shares of our
Class A common stock; (iv) the Series PR operating partnership units, the Series ES operating partnership units, the Series 60 operating partnership units
and the Series 250 operating partnership units to be issued in the formation transactions are valued at $14.00 per unit; (v) the Class B common stock to be
issued in the formation transactions is valued at $14.00 per share; (vi) our independent directors and executive officers will receive LTIP Units and certain
other employees will receive restricted shares of our Class A common stock in connection with the grants that will be made upon completion of this offering;
and (vii) all property information is as of June 30, 2013. In addition, all references to ownership percentages in this prospectus with respect to the exercise of
the underwriters’ option to purchase additional shares of our Class A common stock assume that up to approximately $77.9 million of the net proceeds
from the issuance of such shares will be used to repurchase the remaining Class A common stock owned by the Helmsley estate following the completion of
this offering and the use of proceeds therefrom (5,563,466 shares of our Class A common stock based on the mid-point of the price range set forth on the
front cover of this prospectus) at a per share price equal to the initial public offering price less the underwriting discount and commission.
Market Data
We use market data and industry forecasts and projections throughout this prospectus, and in particular in the sections entitled “Economic and Market
Overview” and “Business and Properties.” We have obtained all of this information from a market study prepared for us by Rosen Consulting Group, or RCG, a
nationally recognized real estate consulting firm in June 2013. We have paid RCG a fee for such services. Such information is included herein in reliance on RCG’s
authority as an expert on such matters. See “Experts.” We believe the data prepared by RCG is reliable, but we have not independently verified this information. Any
forecasts prepared by RCG are based on data (including third party data), models and experience of various professionals, and are based on various assumptions, all of
which are subject to change without notice. There is no assurance that any of the forecasts will be achieved.
We own, manage, operate, acquire and reposition office and retail properties in Manhattan and the greater New York metropolitan area. We refer to our
properties in Manhattan as our “Manhattan properties.” We use the term “greater New York metropolitan area” to refer only to Fairfield County, Connecticut and
Westchester

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County, New York. We refer to our office and retail properties collectively as “our portfolio.” Our targeted office markets as defined by RCG include the Midtown
Manhattan market, which spans from 30th Street north to Central Park (59th Street) and includes the Penn Station, Times Square South, Grand Central and West Side
submarkets, and the Westchester County and Fairfield County markets. Our targeted retail markets as defined by RCG include Midtown Manhattan, Union Square
(where Park Avenue meets 14th Street), the Upper East Side and Fairfield County. The manner in which we define our property markets and submarkets differs from
how RCG has done so in its market study included herein. Further, RCG’s definition of the New York metropolitan area differs from our definition of the greater
New York metropolitan area. RCG’s definition includes Putnam County and Rockland County in New York and Bergen County, Hudson County, and Passaic County
in Northern New Jersey and excludes Fairfield County in Connecticut.
Predecessor Definition
Our predecessor is not a legal entity but rather a combination of (i) controlling interests in (a) 16 office and retail properties, (b) one development parcel, and
(c) certain management companies, which are owned by certain entities that the sponsors (Anthony E. Malkin and Peter L. Malkin) own interests in and control,
which we collectively refer to as the controlled entities, and (ii) non-controlling interests in four office properties (which include two of the 16 properties set forth in
(i) above), held through entities we collectively refer to as the non-controlled entities, and are presented as uncombined entities in our combined financial statements.
Specifically, the term “our predecessor” means (i) Malkin Holdings LLC, a New York limited liability company that acts as the supervisor of, and performs various
asset management services and routine administration with respect to, certain of the existing entities (as described below), which we refer to as “the supervisor;”
(ii) the limited liability companies or limited partnerships that currently (a) own, directly or indirectly and either through a fee interest or a long-term leasehold in the
underlying land, and/or (b) operate, directly or indirectly and through a fee interest, an operating lease, an operating sublease or an operating sub-sublease, the 18
office and retail properties (which include non-controlling interests in four office properties for which Malkin Holdings LLC acts as the supervisor but that are not
consolidated into our predecessor for accounting purposes) and entitled land that will support the development of an approximately 380,000 rentable square foot
office building and garage that we will own after the formation transactions described in this prospectus, which we refer to as the “existing entities;” (iii) Malkin
Properties, L.L.C., a New York limited liability company that serves as the manager and leasing agent for certain of the existing entities in Manhattan, which we refer
to as “Malkin Properties;” (iv) Malkin Properties of New York, L.L.C., a New York limited liability company that serves as the manager and leasing agent for certain
of the existing entities in Westchester County, New York, which we refer to as “Malkin Properties NY;” (v) Malkin Properties of Connecticut, Inc., a Connecticut
corporation that serves as the manager and leasing agent for certain of the existing entities in the State of Connecticut, which we refer to as “Malkin Properties CT;”
and (vi) Malkin Construction Corp., a Connecticut corporation that is a general contractor and provides services to certain of the existing entities and third parties
(including certain tenants at the properties in our portfolio), which we refer to as “Malkin Construction.” The term “our predecessor’s management companies” refers
to the supervisor, Malkin Properties, Malkin Properties NY, Malkin Properties CT and Malkin Construction, collectively. Our predecessor accounts for its investment
in the non-controlled entities under the equity method of accounting.
Class A and Class B Common Stock and Operating Partnership Units
Following this offering, our company will have two classes of common stock, Class A common stock and Class B common stock. Operating partnership units
have economic rights similar to the Class A common stock but do not have the right to vote on matters presented to holders of Class A common stock and Class B
common stock. The continuing investors that had an option to elect operating partnership units at the time they made their election of consideration in the formation
transactions had an option to elect to receive one share of Class B common stock instead of one operating partnership unit for every 50 operating partnership units
such continuing investor would otherwise receive in the consolidation. The Class B common stock provides its holder with a voting right that is no greater than if
such holder had received solely Class A common stock in the consolidation.

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Each outstanding share of Class B common stock entitles the holder thereof to 50 votes on all matters on which Class A common stockholders are entitled to vote,
including the election of directors, and holders of shares of Class A common stock and Class B common stock will vote together as a single class. Each share of Class
B common stock has the same economic interest as a share of Class A common stock, and one share of Class B common stock and 49 operating partnership units
together represent a similar economic value as 50 shares of Class A common stock. One share of Class B common stock may be converted into one share of Class A
common stock at any time, and one share of Class B common stock is subject to automatic conversion into one share of Class A common stock upon a direct or
indirect transfer of such share of Class B common stock or certain transfers of the operating partnership units held by the holder of Class B common stock (or a
permitted transferee thereof) to a person other than a permitted transferee. Our Class A common stock has been approved for listing on the New York Stock
Exchange, subject to official notice of issuance, under the symbol “ESRT.” Unless the context otherwise requires or indicates, the term “common stock” as used
herein means both our Class A and Class B common stock. For a description of the material terms of our common stock, see “Description of Securities.”
Interests in our operating partnership are denominated in units of limited partnership interest. Following this offering and the formation transactions, our
operating partnership will have two classes of limited partnership interest—operating partnership units and LTIP units. The operating partnership units will have four
series—Series PR operating partnership units, Series ES operating partnership units, Series 60 operating partnership units and Series 250 operating partnership units,
which we refer either collectively, or with respect to one or more series, as the “operating partnership units,” as the context requires or indicates. Operating partnership
units are redeemable for cash, or at our election, exchangeable for shares of our Class A common stock on a one-for-one basis. As used herein, when we refer to our
ownership interest in our operating partnership, we mean the percentage of all operating partnership units that are expected to be held by us. We will hold only
Series PR operating partnership units. When we refer to operating partnership units to be held by the Malkin Group and continuing investors in the private existing
entities, we mean Series PR operating partnership units, which will not be listed on a national securities exchange. When we refer to operating partnership units to be
held by continuing investors in the public existing entities, we mean Series ES operating partnership units, Series 60 operating partnership units and Series 250
operating partnership units, which has been approved for listing on the New York Stock Exchange, subject to official notice of issuance, under the symbols “ESBA,”
“OGCP,” and “FISK,” respectively.
The term “fully diluted basis” means all outstanding shares of our Class A common stock at such time plus shares of Class A common stock that may be
issuable upon the exchange of operating partnership units on a one-for-one basis and shares of Class A common stock issuable upon the conversion of Class B
common stock on a one-for-one basis, which is not the same as the meaning of “fully diluted” under generally accepted accounting principles in the United States of
America, or GAAP. The term “owns” in respect of ownership of securities of our company means the direct beneficial ownership of such securities or the ability to
control the vote or disposition of such securities.
IPO Grants Under our Equity Incentive Plan
Upon completion of this offering, we expect to grant LTIP units and/or restricted shares of our Class A common stock to our independent directors, executive
officers (other than Anthony E. Malkin) and certain other employees, which will be subject to time-based and/or performance-based vesting over a three to four year
period. The aggregate number of LTIP units/shares we intend to grant to such individuals, including a total of 64,286 LTIP units which we intend to grant to our
independent directors, will be in an amount equal to 1.5% of the gross proceeds raised in this offering (excluding proceeds from any exercise of the underwriters’
option to purchase additional shares of our Class A common stock) divided by the initial public offering price. Assuming we receive gross proceeds from this offering
of $1.0 billion (excluding proceeds from any exercise of the underwriters’ option to purchase additional shares of our Class A common stock), which is based on an
initial public offering price of $14.00 per share (the mid-point of the price range set forth on the front cover of this

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prospectus), the aggregate number of LTIP units and/or restricted shares of our Class A common stock we intend to grant to our independent directors, executive
officers (other than Anthony E. Malkin) and certain other employees will be 1,072,500 units/shares and will have an aggregate dollar value of $15.0 million.
Non-GAAP Financial Measures
We use non-GAAP financial measures in this prospectus. For definitions and reconciliations of these non-GAAP financial measures, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Net Operating Income,” “—Funds from Operations” and “—EBITDA.”
Miscellaneous
The term “reposition” means the strategic improvement of one or more of the following characteristics of a building: (i) tenant type, composition and credit
quality, (ii) aggregate rentable square feet, (iii) average space leased per tenant, (iv) aggregate space leased, (v) lease term, (vi) average rent per square foot,
(vii) aggregate rental revenue and/or (viii) branding and associated marketing efforts, and requires significant capital expenditures for physical improvements to the
building and its amenities.
The term “Malkin Group” means all of the following, as a group: Anthony E. Malkin, Peter L. Malkin and each of their spouses and lineal descendants
(including spouses of such descendants), any estates of any of the foregoing, any trusts now or hereafter established for the benefit of any of the foregoing, or any
corporation, partnership, limited liability company or other legal entity controlled by Anthony E. Malkin or any permitted successor in such entity for the benefit of
any of the foregoing; provided, however that solely with respect to tax protection rights and parties who entered into the contribution agreements described in this
prospectus, the Malkin Group shall also include the lineal descendants of Lawrence A. Wien and his spouse (including spouses of such descendants), any estates of
the foregoing, any trusts now or hereafter established for the benefit of any of the foregoing, or any corporation, partnership, limited liability company or other legal
entity controlled by Anthony E. Malkin for the benefit of the foregoing.
We refer to Anthony E. Malkin, our Chairman, Chief Executive Officer and President, David A. Karp, our Chief Financial Officer, Executive Vice President
and Treasurer, Thomas P. Durels, our Executive Vice President and Chief of Property Operations and Leasing, and Thomas N. Keltner, Jr., our Executive Vice
President, General Counsel and Secretary, collectively as our “senior management team.”
The term “the Helmsley estate” means the interests of the estate of Leona M. Helmsley (including any interests in the existing entities transferred from the
Helmsley estate to the Leona M. and Harry B. Helmsley Charitable Trust).
Enterprise Value
The term “enterprise value” means our total market capitalization based on the mid-point of the price range set forth on the cover of this prospectus, on a fully
diluted basis, plus our pro forma total consolidated indebtedness less our pro forma cash and cash equivalents based on June 30, 2013 pro forma outstanding
balances.
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PROSPECTUS SUMMARY
You should read the following summary together with the more detailed information regarding our company, including under the caption “Risk Factors,”
as well as the historical and unaudited pro forma financial statements, including the related notes, appearing elsewhere in this prospectus.
THE COMPANY
Overview
We are a self-administered and self-managed real estate investment trust, or REIT, that owns, manages, operates, acquires and repositions office and retail
properties in Manhattan and the greater New York metropolitan area. We were formed to continue and expand the commercial real estate business of our
predecessor Malkin Holdings LLC and its affiliates. Our primary focus will be to continue to own, manage and operate our current portfolio and to acquire and
reposition office and retail properties in Manhattan and the greater New York metropolitan area.
As of June 30, 2013, we owned 12 office properties (including one long-term ground leasehold interest) encompassing approximately 7.7 million rentable
square feet of office space, which were approximately 83.5% leased (or 86.2% giving effect to leases signed but not yet commenced as of that date). Seven of
these properties are located in the midtown Manhattan market and encompass in the aggregate approximately 5.9 million rentable square feet of office space,
including the Empire State Building. Our Manhattan office properties also contain an aggregate of 440,615 rentable square feet of premier retail space on their
ground floor and/or lower levels. Our remaining five office properties are located in Fairfield County, Connecticut and Westchester County, New York,
encompassing in the aggregate approximately 1.8 million rentable square feet. The majority of square footage for these five properties is located in densely
populated metropolitan communities with immediate access to mass transportation. Additionally, we have entitled land at the Stamford Transportation Center in
Stamford, Connecticut, adjacent to one of our office properties, that will support the development of an approximately 380,000 rentable square foot office
building and garage, which we refer to herein as Metro Tower. As of June 30, 2013, our portfolio also included four standalone retail properties located in
Manhattan and two standalone retail properties located in the city center of Westport, Connecticut, encompassing 204,452 rentable square feet in the aggregate.
As of June 30, 2013, our standalone retail properties were 100% leased in the aggregate.
In addition, we have an option to acquire from affiliates of our predecessor two additional Manhattan office properties encompassing approximately
1.5 million rentable square feet of office space and 153,209 rentable square feet of retail space at the base of the buildings. These option properties were subject
to recently resolved litigation and we have an option to acquire fee, long-term leasehold, sub-leasehold and/or sub-subleasehold interests in these two
properties, as applicable, following the resolution of the recently resolved litigation. We do not intend to exercise the option for either of the interests in the
option properties prior to closing of this offering. We refer to these properties as our option properties. For more information, please see “Business and
Properties—Description of Option Properties.”
From 2002 through 2006, we gradually gained full control of the day-to-day management of our Manhattan office properties (with the Helmsley estate
holding certain approval rights at some of these properties as a result of its interest in the entities owning the properties). Helmsley-Spear, Inc. had provided
property management services to our Manhattan office properties during the period from 2002 through 2006 prior to its removal as property manager. See
“Business and Properties—History” for more information regarding how we gained full control of the day-to-day management of our Manhattan office
properties. Since then, we have been undertaking a comprehensive renovation and repositioning strategy of our Manhattan office properties that has included the
physical improvement through upgrades and modernization of, and tenant upgrades in, such properties. Since we

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assumed full control of the day-to-day management of our Manhattan office properties beginning with One Grand Central Place in 2002 and through June 30,
2013, we have invested a total of approximately $384.0 million (excluding tenant improvement costs and leasing commissions) in our Manhattan office
properties pursuant to this program. We currently intend to invest between $40.0 million and $70.0 million of additional capital through the end of 2013. We
expect to complete substantially this program by the end of 2013, except with respect to the Empire State Building, which is the last Manhattan office property
that began its renovation program. In addition, we currently estimate that between $95.0 million and $125.0 million of capital is needed beyond 2013 to
complete substantially the renovation program at the Empire State Building, which we expect to occur by the end of 2016, due to the size and scope of our
remaining work and our desire to minimize tenant disruptions at the property. We intend to fund these capital improvements through a combination of operating
cash flow and borrowings.
These improvements, within our renovation and repositioning program, include restored, renovated and upgraded or new lobbies; elevator modernization;
renovated public areas and bathrooms; refurbished or new windows; upgrade and standardization of retail storefront and signage; façade restorations;
modernization of building-wide systems; and enhanced tenant amenities. These improvements are designed to improve the overall value and attractiveness of
our properties and have contributed significantly to our tenant repositioning efforts, which seek to increase our occupancy; raise our rental rates; increase our
rentable square feet; increase our aggregate rental revenue; lengthen our average lease term; increase our average lease size; and improve our tenant credit
quality. We have also aggregated smaller spaces in order to offer larger blocks of office space, including multiple floors, that are attractive to larger, higher