Malkin Holdings, the company that controls New York's Empire State Building, has garnered about three-quarters of the investor votes it needs to realize a plan to roll the property into a newly created real estate investment trust that could eventually be taken public, according to Securities and Exchange Commission documents filed on Friday,
The company is seeking investor approval to create a REIT called Empire State Realty Trust Inc. A REIT is a property or mortgage company that is exempt from corporate income taxes if it distributes at least 90 percent of its taxable income to shareholders in the form of dividends.
Investors have until March 25 to vote on the move, though that can be extended until the end of next year. Of the investors who have already cast votes, 90 percent have favored the Malkin plan, according to the filing.
"The very strong support we have received from our participants in such a short period of time, both by their votes and kind words, is very encouraging," Anthony Malkin, president of Malkin Holdings, said in a statement.
The proposed REIT includes more than 18 properties. Investors in the two other Manhattan properties that need approval voted more than 95 percent in favor of the plan.
Based on the two-thirds of the votes cast, Malkin Holdings is almost three-quarters of the way to the 80 percent approval needed from each of three groups that owners of the Empire State Building were divided into when they first invested in the building in 1961.
As of March 14, 62 percent to 66 percent of the consent forms have been received, according to the filing. Of those who have voted, 89 percent to 92 percent of each group approved the plan to roll the Empire State Building into the REIT.
Richard Edelman, a member of a group of Empire State Building investors opposed to the plan, challenged those numbers.
"We've polled our investors and it's over a 40 percent 'no' vote," Edelman said.
"Not sending in a ballot is the same as voting 'no.' Most 'no' voters have told us that is how they are expressing their disapproval of the REIT plan," he added
If the 80 percent threshold is reached, the remaining investors would have the choice of voting for the deal or selling each ownership unit for the original $100 investment back to the sponsor. Some investors are challenging that provision, which dates to the original investment agreement.
The units, now held by 2,824 investors, could be worth more than $320,000 apiece if the REIT becomes publicly traded.