At least two very wealthy entities, who have not made one piece of their correspondence clear and transparent, are asking the legacy owners of the Empire State to take the plunge, give up an amazing investment entered into by friends, babysitters, elevator salesmen, etc. known to Larry Wien, who, by reputation was a honest, kind man and sought to offer a good investment to good people. This investment has held up for 50 years, and could be made into a fairer deal or run its full term, (up to the year 2076).
There are 2,800 (or so) of us. There is potential for a much better settlement if we decide to sell later on, or to keep the investment as is. The deal before us is incomprehensible, assaulting us with figures financial people can't understand and lawyer language so outlandish as to be humorous. With a huge investment house, a huge bank and a public relations firm hired with money that should be going to us investors, this deal looks like that "David and Goliath" senario which is getting a lot of mileage in a lot of places these days.
And by taking it to Wall Street as an REIT, we are asked to put a secure investment into one of the world's largest gambling establishments.
What 2,800 individuals with their own needs, their own priorities, could do in the world, far surpasses what a few, already extremely wealthy families can do in the world. Redistribution of wealth causes redistribution of priorities.
The details of this deal can be found out there on the web, so no need to repeat them here. But we have to raise our voices as inspired by the life of Aaron Swartz*, a young man who felt the full weight of greedy, egotistical folks, bringing his genius, his kindness, his wish for the world, to a stop.
You come away from a troubled world and want to change the outcome.Let's not be trampled, let's try to make good, well-informed decisions, demand fair treatment, transparency and inclusion. Do not be pushed in any way in casting your very important vote for a deal that MAKES NO SENSE. Lying and intimidation should be abandoned.
As I tried to put into plain English correspondence Malkin sent to us a while back, I wrote a post (not published until now). I offer it below, just for fun. I know I wasn't the only one wondering if someone was trying to speak to us in hieroglyphics.
Good luck with the 10s of hundreds of double-sided pages in 8 pt. type, single spaced, contained within 2+ books and the clever DVD we all got or are getting.
And, THANK YOU MR. EDELMAN, for your pamphlet making a lot of progress towards understanding this deal.
Cindy
*Critically, Swartz didn't commit himself to these causes merely by talking about them or advocating for them. He repeatedly sacrificed his own interests, even his liberty, in order to defend these values and challenge and subvert the most powerful factions that were their enemies. That's what makes him, in my view, so consummately heroic. --Glenn Greenwald, The Guardian
On to an earlier, unpublished, post:
Heady stuff in this November 19, 2012 letter from Malkin. We are really confused over here. With the way information is being shared (rather obfuscated), how are we to vote intelligently not knowing what the Malkin letters to legacy owners and notes on checks are really saying. It seems, however, that this is not a goal of the correspondents.
"eschew obfuscation, espouse elucidation, please" ...
- settled the class action lawsuits
- claims were baseless and acknowledged no fault
- the named class action plaintiffs have stated they now intend to support fully the transaction as modified.
- the ... settlement payment will be funded by the Helmsley Estate, affiliates of the Malkin family, and certain other investors in Empire State Building Company, LLC
- The net proceeds of the settlement payment will be allocated among class members, including you
- There will be no settlement of payment except upon completion of the proposed consolidation/IPS or third party transaction.
Also, does the above quote translate into an incentive for the owners to vote "yes"? (Even tho settlement money divided is rather small.)
And who paid the attorneys, accountants, etc., for the lawsuit settlement? We or another entity?
Valuation...
- The independent valuer ... has completed its bringdown ...
Dictionary: bringdown |ˈbriNGˌdoun|
noun
a disappointment or letdown; comedown.
well, maybecomedown |ˈkəmˌdoun|
noun informal
1 a loss of status or importance: patrol duty? A comedown for a sergeant.
2 a feeling of disappointment or depression: it's such a comedown after Christmas is over.
• [ in sing. ] a lessening of the sensations generated by a narcotic drug as its effects wear off.
Oops, maybe not. Other ideas on the meaning of bringdown?
REIT Corporate Credit Facility
- The S-4 discloses a planned, new [very expensive] corporate credit facility, including a term loan and revolving credit line, intended to provide the REIT with flexible and cost-efficient access to debt. Closing of this facility is planned for the date of the IPO.
- While the proposed IPO is still months away,
- 50% of the facility is committed. The closing of this facility is subject to the completion of the IPO. certain customary conditions, and finalizing the remaining commitments.
Property Operations and Public Company Readiness
During this period we have remained hard at work on the investments we supervise for you and have also used the time to make key hires for the proposed public company and take necessary steps towards public company readiness.
For example:
- We continue to work with Deloitte Consulting to implement and test new accounting systems, procedures, and controls to meet the standards required for a public company with listed securities.
- We have hired a new Chief Accounting Officer and Director of Property Operations.
- We are preparing new office space for the Company's combined new staff and employees.
? Whoa ... consultants, staff, offices, etc. on board already, without a go-ahead from the owners of the building, land and master lease in the form of a "yes" vote for the IPO? Who is paying for it?
As we said, this is confusing and somehow isn't money flying out the window prematurely. We are open to a plain English interpretation of this whole deal. Please share.
