On March 1, 2012, Wolf Haldenstein Adler Freeman & Herz LLP (“Wolf Haldenstein”) filed a class action in the Supreme Court of New York, New York County, on behalf of the investors in (a) Empire State Building Associates L.L.C.; 60 East 42nd St. Associates L.L.C; and 250 West 57th St. Associates L.L.C. (the "Public LLCs"), and (b) Marlboro Building Associates, L.L.C.; 1350 Broadway Associates L.L.C.; and various other privately owned entities (the "Private Entities"); all of which were initially formed for the purpose of acquiring and operating certain real property, including the Empire State Building as well as several other properties in New York, against Anthony E. Malkin, Peter L. Malkin, and Malkin Holdings L.L.C. (the "Supervisor") and various other defendants(collectively, "Defendants").
This action arose out of the proposal to consolidate all of the subject entites into a REIT to be known as Empire State Realty Trust, Inc. (the "REIT), and convert the equity interests owned by the investors in the Private Entities and the Public LLCs into cash or interests in the REIT through a "roll up" transaction (the "Proposed Transaction"). Several additional actions were filed; they were consolidated in June 2012, with Wolf Haldenstein designated as Chair of the committee of co-lead counsel, which also includes the Chimicles, Labaton, and Pomerantz firms.
Following several months of intensive discovery and negotiations, the parties reached a settlement of the consolidated actions. The settlement provides, among other things, for a $55 million cash payment, a tax deferral benefit for the investors valued at approximately $100 million, investor protections for the anticipated IPO of REIT stock, and important additional disclosures for the investors. By Order dated February 21, 2013, Hon. O. Peter Sherwood preliminarily approved the settlement, denied a motion by other parties to intervene, preliminarily certified the class, and set a Final Approval Hearing for May 2, 2013.
AT THE MAY 2, 2013 FINAL APPROVAL HEARING, JUSTICE SHERWOOD STATED THAT HE WAS APPROVING THE SETTLEMENT AND WOULD BE ISSUING A WRITTEN DECISION SHORTLY. ON MAY 17, 2013, HE FORMALLY APPROVED THE SETTLEMENT AND AWARDED ATTORNEYS FEES.
Please click the links provided to the right to view the Summons and Complaint and documents concerning the settlement.