You will have a 100% tax deferred, a 98% tax deferred, and a fully taxable choice to select at your option.

You will have the option to pay no tax until you sell your security at a time of your choosing after the consolidation or there is a capital event with respect to the Empire State Building (“ESB”).

The only financial “analysis” of which we are aware is, to our belief, flawed, unsupported, misleading, and based on incorrect assumptions.

Some of the errors we believe are included in the “analysis” circulated by the Edelman group include, but are not limited to:

The “analysis” ignored the tax benefit of the operating partnership unit (“OP Unit”) option and deducted nearly 40% of an investor’s value as if needed to pay taxes, completely disregarding that investors can choose a tax deferred option which requires no payment of tax on the consolidation and IPO.

The “analysis” added back non-cash items of depreciation for ESB, but deducted depreciation from cash flow for the other properties in his comparison.

The “analysis” used the wrong depreciation number for Empire State Realty Trust, Inc. (the “REIT”)

The “analysis” misstated the original and continuing 6% override due to the Malkin group from ESBA and missed completely the $1,000,000 annual priority return to ESBC in his “status quo” presentation, thus overstating his projection of distributions to ESBA investors in the absence of this consolidation.

The “analysis” projected growth for ESB, but not for the other properties in his comparison. Also, the projection for ESB is not based on the actual projections as presented in the Form S-4.

The “analysis” omitted two of the public entities in the calculation of the REIT dividend.

The “analysis” repeated certain one-time IPO expenses as deductions in each year after the IPO, even though they would clearly never be incurred in any year after the IPO.

The “analysis” ignored material future capital expenditure requirements for the Empire State Building which are disclosed in the Form S-4 and disregarded the fact that ESBA cannot borrow any sizeable amount without the consent and cooperation of ESBC.

The “analysis” overstated certain expenses of the REIT, because the required eliminations (such as tenant installation expenses and lease concessions) were calculated solely on ESBA and not the entire portfolio of properties proposed to be consolidated.

The “analysis” was materially flawed as to basic math, the operation of these particular partnerships, and taxes.

A more recent “projection” omitted any back-up material and therefore is difficult to understand and verify. Given the number of errors discussed above in the original presentation, we can only wonder how many errors are in this new calculation. However, we note the following:

The “projection” cherry-picked time periods from projections in the Form S-4 to produce a misleading and unfavorable result showing zero growth for certain properties which he designated as the “Malkin Properties” (which was defined as “eleven investments created by Peter Malkin, and which Larry Wien never had anything to do with”).

The “projection” used numbers from projections in the Form S-4, using only a 10-year period June 2014 to June 2023, rather than using full period covered by such projections: June 2012 to June 2024.

2014 is a year of low leasing costs and exceptionally high cash flow, and 2024, a year of reduced cash flow and exceptionally high leasing costs, to make the statement that these properties show no growth.

Our S-4 draft on file with the SEC includes projections for 2012 and 2013, as part of the disclosure of the projections used by the independent valuer in preparing its valuations, and shows the “Malkin Properties” cash flow growing by $14 million between those years and 2024.

We believe the “projection” is materially flawed and does not even accurately or fairly represent the projections in the S-4, a publicly available document on file with the SEC.

As we make clear in our filings with the SEC, we believe that participants have greater potential for increased distributions as a holder of OP units or common stock than as a participant in ESBA.

Finally, the “Malkin Properties” have been defined as not having Mr. Wien’s involvement, while neglecting to mention that, other than Metro Center development which was begun near the end of Mr. Wien’s life, all these investments were made after Mr. Wien’s death and therefore could not have had his involvement.

We believe the numbers we have provided in our filings with the SEC show this is untrue.

All of the buildings in the proposed consolidation are financially stable, and their relative results and growth prospects were considered when Duff & Phelps, a leading independent valuation expert, calculated how much of the exchange value each building would get in connection with the proposed consolidation.

The Edelman group has stated that other properties received a lower cap rate than ESB in determining value. What they do not say is that ESB has the lowest (and thus most favorable) cap rate as used by Duff & Phelps in preparing its valuation of any office building among the properties proposed to be consolidated.

The cap rate lower than ESB was assigned by Duff & Phelps to the stand-alone New York retail properties, consistent with market sales and this type of asset class.

The value of ESB compared to the other properties proposed to be consolidated is reflected in the fact that the ESB represents 34% of the area of the total portfolio but is receiving 56% of the exchange value. That disproportionate value reflects that the proposed consolidation already recognizes and values ESB’s future growth prospects.

This allocation reflects Duff & Phelps’s independent assessment of what is a fair allocation of value for ESB.

The tax protection agreement does not require any payment upon the consolidation.

The tax protection agreement does not require any payment upon the IPO.

The tax protection agreement does not require any payment upon a third-party portfolio sale.

The tax protection agreement would only require a payment if after a successful IPO the independent board directors decided to sell (or failed to maintain certain debt with respect to) one or more of four designated assets within a certain time frame.

The independent board members will be subject to a fiduciary duty which would require them to determine that the sale was in the best interests of the REIT to approve the sale.

Anthony E. Malkin, the only Malkin group board member, would not be involved in any such discussion.

Such a sale is not in any way intended or even contemplated under current plans, and we believe the Edelman group is knowingly misstating the facts as a scare tactic.

The practice of granting tax protection to a sponsor is common in pre-REIT IPO consolidations.

ESBA receives a low basic rent and highly variable overage rent from ESBC to cover costs and to service and repay loans.

ESBC is not required to operate in such a way as to maximize cash flow or overage rent payments.

Based on our experience in financings (more than $2.9 billion in financing since Anthony E. Malkin joined Peter L. Malkin at Malkin Holdings in 1989), including three financings for ESB since 2001, we do not believe that ESBA would be able to borrow the necessary amounts to acquire the Helmsley estate’s interest.

ESBA requires a new consent from ESBA participants for any financing to buy out the Helmsley estate’s interests.

Based on our experience in three financings for ESB since 2001, we believe any substantial borrowing by ESB will require the agreement of ESBC to increase the basic rent it pays to ESBA and to join in the financing. ESBC, which is controlled by the Malkin family and the Helmsley estate, has already committed to the proposed consolidation and IPO.

Their assumptions are based on being able to purchase the interest of the Helmsley estate in ESBC only. Helmsley has agreed to contribute all of its interests, including ESBC, to the proposed consolidation and IPO.

The Edelman group has no relevant experience or relationship with the real estate lending community to support their statement that they can secure a financing of this size on ESB.

The Malkin group has from the inception of ESBA been the recipient of a 6% override from ESBA from operating cash flow.

Capital event override interests were consented to voluntarily by 93.99% of ESBA investors for reasons which included giving Malkin Holdings an incentive to manage the building in a way that would maximize capital proceeds and thereby align the interests of Malkin Holdings with investors.

The proposed consolidation and IPO is a “capital event.”

With the proposed consolidation and IPO, control of the combined enterprise will be transferred from the supervisor, the Malkin Holdings group, and the Helmsley estate to a board comprised of six independent directors out of a seven-member board of directors.

This is not a “sale to ourselves” – the IPO contemplates a substantial portion of the shares being sold to the public, and each investor in a given property is acquiring an interest in all the other properties. Anyone would be able to buy shares on the New York Stock Exchange.

Thus, many existing investors in the private entities and the other public entities who currently do not own interests in ESB (44% by aggregate exchange value) will own collectively an indirect interest in ESB and the other properties, and the existing investors in ESB will own 56% of ESB and each of the other properties, after the IPO through their new interests in the publicly traded REIT, representing a significant transfer of ownership in all the properties.

Thus, this consolidation represents a transfer to a new entity with substantial additional assets, substantial new investors, and a new governance structure—in no way a continuation of the prior entities or the same investors.

We do not believe there is any other viable transaction being proposed or contemplated.

We believe that the Edelmans’ suggestion that ESBA or a consolidated ESB could become its own REIT is implausible – it would require consent from the Malkins and the Helmsley estate, who are already committed to the proposed consolidation, as well as from 80% of ESBA investors.

Moreover, even if it could happen, based on discussions we have had with individuals experienced in the REIT industry, we believe that an initial public offering of a REIT with a single property would not be marketable to IPO investors. An ESBA-only REIT would not even be able to control the operation and cash flow of its only asset because of the continuation of the operating lease.

Absent an IPO transaction, the only realistic way to get liquidity for your interest is through a private sale. While these have been done in the past, they are complex, the timing is uncertain, and when they have been executed, it has been at substantial discounts to the long-term value of the interests.

And so the question is whether you should rely on Malkin Holdings – the same firm and family which wrote the documents which created your investments and has supervised them for more than five decades and which has made detailed filings with the SEC regarding the proposed consolidation and IPO?

Or, should you rely upon the words of individuals who are not investors, have no relevant real estate investment, operation, or finance experience, and have repeatedly provided information that includes what we believe to be false and misleading statements about the proposed consolidation?