SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: December 12, 2002

SL GREEN REALTY CORP.
(Exact Name of Registrant as Specified in its Charter)

MARYLAND
(State of Incorporation)
     
1-13199
(Commission File Number)
  13-3956775
(IRS Employer ID. Number)
     
420 Lexington Avenue
New York, New York
(Address of Principal Executive Offices)
  10170
(Zip Code)
     
(212) 594-2700
(Registrant's Telephone Number, Including Area Code)

ITEM 5. OTHER EVENTS

        SL Green Realty Corp. announced it had entered into agreements to acquire The News Building located at 220 East 42nd Street for $265 million ($242 per square foot), and condominium interests in 125 Broad Street for $90 million ($172 per square foot). The properties are being acquired from affiliates of The Witkoff Group and other unrelated parties in transactions that are both expected to close in the first quarter of 2003.

        In connection with these transactions, SL Green closed a $150 million unsecured 5-year term facility with Wells Fargo Bank. At closing, SL Green drew down $100 million of the facility and entered into an interest rate swap agreement to fix the interest rate at a blended annual cost of 5.06% for five years. The Company expects to take down the balance of the facility during the next six months. The proceeds of this financing transaction will be used to pay down a significant portion of the Company's outstanding lines of credit.

        The landmark 1.1 million square foot News Building is 100% leased, with 18% of the leases expiring over the next three years.

        In a separate transaction, SL Green entered into an agreement to acquire condominium interests in 125 Broad Street consisting of 524,500 square feet of office space contained on 15 contiguous floors, in a 40-story building. The interests being acquired are 100% leased. Less than 10% of the leased square footage expires prior to 2010.

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) and (b) FINANCIAL STATEMENTS OF PROPERTY ACQUIRED AND PRO FORMA FINANCIAL INFORMATION

        Financial statements and pro forma financial information pursuant to Rule 3-14 of Regulation S-X are currently being prepared. SL Green expects to file such financial statements and information under cover of Form 8-K/A as soon as practicable.


10.1   Contribution and Purchase and Sale Agreement Between 220 News Building LLC, and SL Green Operating Partnership, L.P.

99.1

 

Press release dated December 6, 2002

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    SL GREEN REALTY CORP.

 

 

By:

 

/s/  
THOMAS E. WIRTH      
Thomas E. Wirth
Chief Financial Officer
         
Date:    December 12, 2002
       

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Exhibit 10.1



CONTRIBUTION AND PURCHASE AND SALE AGREEMENT

between

220 NEWS BUILDINGS LLC,

AND

SL GREEN OPERATING PARTNERSHIP, L.P.

Premises:

220 East 42nd Street
New York, New York

As of November    , 2002





TABLE OF CONTENTS

 
   
  Page
1.   AGREEMENT TO CAUSE CONTRIBUTION AND SALE; DESCRIPTION OF PROPERTY   2
2.   EXCEPTIONS TO TITLE; TITLE MATTERS   3
3.   CONSIDERATION AND PAYMENT   7
4.   CLOSING   11
5.   AS IS   12
6.   APPORTIONMENTS   14
7.   REPRESENTATIONS AND WARRANTIES OF THE PARTIES; CERTAIN COVENANTS   23
8.   CLOSING DELIVERIES   34
9.   CONDITIONS TO CLOSING OBLIGATIONS   38
10.   LIMITATION ON LIABILITY OF PARTIES   40
11.   FIRE OR OTHER CASUALTY; CONDEMNATION   41
12.   BROKERAGE   43
13.   CLOSING COSTS; FEES AND DISBURSEMENTS OF COUNSEL, ETC.   43
14.   NOTICES   44
15.   SURVIVAL; GOVERNING LAW   46
16.   COUNTERPARTS; CAPTIONS   46
17.   ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES   46
18.   WAIVERS; EXTENSIONS   46
19.   FURTHER ASSURANCES   47
20.   ASSIGNMENT   47
21.   PRONOUNS   48
22.   SUCCESSORS AND ASSIGNS   48
23.   ESCROW   48
24.   TAX PROCEEDINGS   50
25.   ACCESS; POSSESSION   51
26.   MAINTENANCE OF THE PROPERTY   52
27.   LEASING AND CONTRACTS   52
28.   EXISTING MORTGAGE INDEBTEDNESS; EXISTING MEZZANINE INDEBTEDNESS   53
29.   CONFIDENTIALITY; PUBLIC DISCLOSURE   54
30.   INTENTIONALLY OMITTED   55
31.   UNION AGREEMENTS; OTHER EMPLOYEE MATTERS   55

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32.   TAX DEFERRED EXCHANGE   57
33.   NO PROPERTY DISPOSITION   57
34.   CERTAIN ALLOCATIONS   58
35.   CERTAIN TAX INFORMATION   59

List of Exhibits
Exhibit A   Description of the Land
Exhibit B   Title Exceptions
Exhibit C   Wiring Instructions
Exhibit D   Form of Downpayment Letter of Credit
Exhibit E   Existing Mortgage Indebtedness and List of Mortgage Loan Documents
Exhibit F   Existing Mezzanine Debt and List of Mezzanine Loan Documents
Exhibit G   Reserve Accounts
Exhibit G-1   Pending Draws
Exhibit H   Form of Recipient Agreement
Exhibit I   Space Leases
Exhibit J   Activity Report
Exhibit J-1   Arrearage Schedule
Exhibit J-2   Schedule of Security Deposits
Exhibit K   Payable Commissions and Leasing Brokerage Agreements
Exhibit L   Tenant Improvement Costs
Exhibit M   Overage Rent Base Years
Exhibit N   Service Contracts
Exhibit O   Pending Litigation
Exhibit O-1   Tax Proceedings
Exhibit P   Union Agreements
Exhibit Q   Employees
Exhibit R   Transferor's Casualty Insurance
Exhibit S   Form of Notice to Mortgage Lender
Exhibit S-1   Form of Request for Mezzanine Lender Consent
Exhibit T   Form of Transferor Guaranty
Exhibit U   Space Schedule
Exhibit V   Form of Rent Escrow Agreement
Exhibit W   Form of Deed
Exhibit X   Form of Assignment of Space Leases
Exhibit Y   Form of Notice to Space Lessees
Exhibit Z   Form of Assignment of Service Contracts
Exhibit AA   Form of Omnibus Assignment
Exhibit BB   Form of Estoppel
Exhibit CC   Mandatory Space Lessees
Exhibit DD   Form of Title Affidavit
Exhibit EE   Form of Tax Indemnity

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CONTRIBUTION AND PURCHASE AND SALE AGREEMENT

        THIS CONTRIBUTION AND PURCHASE AND SALE AGREEMENT ("Agreement"), made as of November    , 2002, by and between 220 NEWS BUILDING LLC, a Delaware limited liability company, having an office c/o The Witkoff Group LLC, 220 East 42nd Street, New York, New York 10017 ("Transferor"), and SL GREEN OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an office at 420 Lexington Avenue, New York, New York 10017 ("SLGOP").

W I T N E S S E T H:

        A.    Transferor owns the Property (as hereinafter defined).

        B.    Subject to the terms and conditions set forth below, SLGOP desires to acquire the Property, and Transferor and its beneficial owners wish to contribute, distribute, exchange, sell or otherwise transfer their respective interests in the Property to SLGOP or its Designee (as hereinafter defined).

        C.    The beneficial owners of Transferor intend to cause the transactions described below (collectively, the "Interim Transactions") to occur immediately prior to the Closing (as hereinafter defined):

        D.    As used in this Agreement, DRA, Planet and SCW are individually referred to as a "Transferor Party" and collectively as "Transferor Parties".

        NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

        1.    Agreement to Cause Contribution and Sale; Description of Property.    


        All of the above enumerated property, rights and interests to be contributed or otherwise transferred and conveyed to SLGOP or its Designee pursuant to this Agreement (including, without limitation, the Property and Improvements are hereinafter sometimes collectively referred to as the "Property".

2


        2.    Exceptions to Title; Title Matters.    

        Property to SLGOP or its Designee subject only to the following matters affecting title thereto (collectively the "Permitted Exceptions"):

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4


        3.    Consideration and Payment.    

5


6


7


8


        4.    Closing.    

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        5.    As Is.    

10


11


        6.    Apportionments.    

12


13


14


15


16


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        6.2  If there are water meters measuring water consumption within the Property, Transferor shall endeavor to furnish readings to a date not more than five (5) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer rents, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If Transferor fails or is unable to obtain such readings, the Closing shall nevertheless proceed and the parties shall apportion the meter charges and sewer rents on the basis of the last readings and bills received by Transferor and the same shall be appropriately readjusted after the Closing on the basis of the next subsequent bills. Unpaid water meter and other utility charges as of the Closing Date which (a) are the obligation of Space Lessees under Space Leases who are current in all monetary obligations under their respective Space Lease and (b) are less than sixty (60) days old, shall not be an objection to title and SLGOP shall look solely to such Space Lessees for collection of such amounts.

        6.3  Transferor shall furnish to SLGOP not less than two (2) Business Days prior to the Closing a proposed closing statement setting forth proposed c losing adjustments and other credits and charges to each party pursuant to this Agreement.

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        6.4  Transferor shall at Closing pay those sums required to be paid under Section 9.1.3 of this Agreement in respect of the LLC Agreement.

        6.5  The provisions of this Section 6 shall survive the Closing; provided, however, that any re-prorations or re-apportionments shall be made as and when required under Section 6.1 above. Notwithstanding the foregoing, to the extent that (a) a Space Lessee asserts a claim for overpayment of Overage Rent paid in respect of a period prior to Closing and (b) such Space Lessee has offset or reduced any sum payable under its Space Lease by all or a portion of such claim, or has brought an action against SLGOP (i) Transferor shall remain liable therefor without limitation as to time and (ii) SLGOP may bring such action or proceeding as is necessary against Transferor to enforce performance of the foregoing obligation of Transferor. Any corrected adjustment or proration shall be paid in Wire Transferred Funds to the party entitled thereto.

        7.    Representations and Warranties of the Parties; Certain Covenants.    

        7.1  Transferor warrants, represents and covenants to and with SLGOP that the following are true and correct on the date hereof:

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20


21


22


23


        For the purposes of this Agreement, the terms "to the actual knowledge of Transferor", "to the best of Transferor's actual knowledge", "to Transferor's knowledge", "Transferor has no knowledge" and phrases of similar import shall mean the actual, present knowledge (and not constructive knowledge) of SCW, James F. Stomber, Jr. and Steven Sikora, without investigation or inquiry, which individuals Transferor hereby represents and warrants are the persons at a management or supervisory level who would, in the ordinary course of their responsibilities as employees or agents of Transferor,

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receive notice from other agents or employees of Transferor or from other persons or entities of any of the matters described in the representations and warranties in this Agreement which are limited by the knowledge of Transferor. The representations and warranties of Transferor set forth in this Section 7 are subject to the limitation that to the extent that Transferor has delivered to SLGOP any Space Leases prior to the date hereof, and either such Space Leases or the Permitted Exceptions contain provisions inconsistent with any representation or warranty, then such representation or warranty shall be deemed modified to conform to such provisions.

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        The representations of SLGOP set forth in Sections 7.2.1, 7.2.2, 7.2.4, 7.2.5, 7.2.6 and 7.2.7 shall survive the Closing without limitation as to time, and the representation set forth in Sections 7.2.3 shall survive Closing for a period of 270 days following the Closing.

26


27


28


        The provisions of this Section 7.6 shall survive the Closing.

        8.    Closing Deliveries.    

29


        certified to be true, correct and complete, of all Assigned Contracts.

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        Transferor Guaranty.

31


        9.    Conditions to Closing Obligations.    

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        conditions:

33


        10.    Limitation on Liability of Parties.    

34


        11.    Fire or Other Casualty; Condemnation.    

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        12.    Brokerage.    

        SLGOP and Transferor each represent and warrant to the other that it has not dealt with any broker, consultant, finder or like agent who might be entitled to a commission or compensation on account of introducing the parties hereto, the negotiation or execution of this Agreement or the closing of the transactions contemplated hereby. SLGOP and Transferor each further agree to indemnify and hold the other, their respective successors and assigns, harmless from and against all claims, losses, liabilities and expenses (including, without limitation, reasonable attorneys fees and disbursements) which may be asserted against, imposed upon or incurred by such party by reason of any claim made by any other broker, consultant, finder or like agent for commissions or other compensation for bringing about this transaction or claiming to have introduced the Property to SLGOP. The provisions of this Section 12 shall survive the Closing or other termination of this Agreement.

        13.    Closing Costs; Fees and Disbursements of Counsel, etc.    

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        14.    Notices.    

        Except as otherwise provided in this Agreement, all notices, demands, requests, consents, approvals or other communications (for the purposes of this Section collectively referred to as "Notices") required or permitted to be given hereunder or which are given with respect to this Agreement, in order to constitute effective notice to the other party, shall be in writing and shall be deemed to have been given when (a) personally delivered with signed delivery receipt obtained prior to 4 p.m., (b) upon receipt, when sent by prepaid reputable overnight courier or (c) three (3) days after the date so mailed if sent postage prepaid by registered or certified mail, return receipt requested, in each case addressed as follows:

    If to Transferor, to:        
             
        220 News Building LLC
c/o The Witkoff Group LLC
220 East 42nd Street
New York, New York 10017
Attention: Steven C. Witkoff
Facsimile: (212) 672-4726
   
             
    with copies to:        
             

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        220 News Building LLC
c/o The Witkoff Group LLC
220 East 42nd Street
New York, New York 10017
Attention: James F. Stomber, Jr., Esq.
Facsimile: (212) 672-3434
   
             
        and    
             
        Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Attention: Jeffrey A. Lenobel, Esq.
Facsimile: (212) 593-5956
   
             
        and    
             
        DRA Advisors, Inc.
220 East 42nd Street
New York, New York 10017
Attention: Brian T. Summers, Vice President
Facsimile: (212) 697-7403
   
             
        and    
             
        Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Attention: Martin Luskin, Esq.
Facsimile: (212) 885-5003
   
             
    If to SLGOP, to:        
             
        420 Lexington Avenue.
New York, New York 10170
Attention: Marc Holliday
Andrew S. Levine
Facsimile:(212) 216-1785
   
             
    with copies to:        
             
        Solomon and Weinberg LLP
685 Third Avenue
New York, New York 10017
Attention: Craig H. Solomon, Esq.
Howard R. Shapiro, Esq.
Facsimile: (212) 605-0999
   
             

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    If to Escrow Agent, to:        
             
        TSNY Agency of New York City, Inc.
Two Park Avenue, Suite 1420
New York, New York 10016
Attention: Neil Clark
Facsimile: (646) 742-0732
   

        Notices shall be valid only if served in the manner provided above. Notices may be sent by the attorneys for the respective parties and each such Notice so served shall have the same force and effect as if sent by such party.

        15.    Survival; Governing Law.    

        Except as otherwise expressly set forth in this Agreement, the provisions of this Agreement shall not survive the Closing provided for herein. This Agreement has been negotiated, executed and delivered and shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of New York from time to time in effect.

        16.    Counterparts; Captions.    

        This Agreement may be executed in counterparts, each of which shall be deemed an original. The captions are for convenience of reference only and shall not affect the construction to be given any of the provisions hereof.

        17.    Entire Agreement; No Third Party Beneficiaries.    

        This Agreement (including all exhibits annexed hereto), contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, if any, with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto. The provisions of this Section shall survive the Closing.

        18.    Waivers; Extensions.    

        No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained. No extension of time for performance of any obligations or acts shall be deemed an extension of the time for performance of any other obligations or acts.

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        19.    Further Assurances.    

        The parties each agree to do such other and further acts and things, and to execute and deliver such instruments and documents (not creating any obligations additional to those otherwise imposed by this Agreement) as either may reasonably request from time to time, whether at or after the Closing, in furtherance of the purposes of this Agreement. The provisions of this Section 19 shall survive the Closing. Each party shall cooperate with each other and do all acts as may be reasonably required or requested by the other party with regard to the fulfillment of any condition precedent to such other party's obligations hereunder, including execution of any documents, applications or permits, but the representations and warranties of any party made in this Agreement shall not be affected or released by any investigation or inquiry made by any party or any of its agents or consultants or by any waiver or fulfillment of any such condition.

        20.    Assignment.    

        Except as set forth in this Agreement, SLGOP shall neither assign its rights nor delegate its obligations hereunder without obtaining Transferor's prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Section 20, SLGOP may, without the consent of Transferor, assign its rights and delegate its obligations hereunder to any Affiliate (as hereinafter defined) of SLGOP, to whom the Property (or tenancy-in-common interests therein) shall be conveyed in accordance with this Agreement (such assignee, a "Designee"). In connection with any assignment or designation permitted hereunder, such Designee shall assume in writing all of SLGOP's obligations under this Agreement and thereupon, except as provided below, SLGOP shall be relieved of all obligations imposed upon it hereunder; provided, however, that no such assignment shall (a) relieve SLGOP from its obligations (i) to issue the OP Units at Closing and take all other action necessary to vest the OP Units in SCW Recipient, (ii) to indemnify SCW for Income Tax Liability (as hereinafter defined) arising under Section 33, (iii) to pay to Transferor Fixed Rent received during the Rental Escrow Period in respect of a New Space Lease or pursuant to a Defaulted Space Lease, as provided in Section 7.5, (iv) to pay any Sublease Liability (as hereinafter defined), (v) to indemnify Transferor for liability arising under Section 31, or (vi) to observe the tax allocations set forth in Section 34, or (b) delay issuance of the Mortgage Lender Consent and the Mezzanine Lender Consent or submission of Confirmatory Mortgage Documents (as hereinafter defined) beyond the Outside Closing Date, provided, however, that the refusal of either Mortgage Lender or Mezzanine Lender to issue the Mortgage Lender Consent and the Mezzanine Lender Consent by reason of an assignment to an Affiliate shall not be deemed to be a default by SLGOP under this Agreement. Designee shall succeed to the rights, remedies and indemnifications to which SLGOP is entitled hereunder, to the extent the foregoing survive the Closing. Any other purported or attempted assignment or delegation without obtaining Transferor's prior written consent or not otherwise permitted hereunder shall be void and of no effect. SLGOP shall advise Mortgage Lender and Mezzanine Lender of the name and organizational structure of any Designee prior to the assignment of this Agreement. For purposes of this Section 20, the capitalized term "Affiliate" means any limited liability company or other entity in which SLGOP owns, directly or indirectly (through one or more entities, each of which is a disregarded entity for federal income tax purposes), all of the beneficial interests, and which is a disregarded entity for federal income tax purposes. No consent given by Transferor to any transfer or assignment of SLGOP's rights or obligations hereunder shall be construed as a consent to any other transfer or assignment of SLGOP's rights or obligations hereunder.

        21.    Pronouns.    

        All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties may require.

        22.    Successors and Assigns.    

        This Agreement shall bind and inure to the benefit of Transferor, SLGOP and their respective permitted successors and assigns.

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        23.    Escrow.    

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        24.    Tax Proceedings.    

        Transferor shall not settle any Tax Proceedings which relate to any tax year (including the Current Tax Year) without SLGOP's consent, which consent shall not be unreasonably withheld or delayed. Any refunds or credits paid in respect of Tax Proceedings for the periods prior to SLGOP's ownership of the Property shall remain the sole property of Transferor (subject to the rights, if any, of current or former Space Lessees thereto). Transferor shall promptly upon receipt of any tax refund or credit remit such portion thereof to any current or former Space Lessee entitled to receive the same, and Transferor shall indemnify and hold SLGOP harmless from and against all claims asserted by any current or former Space Lessee for any such sum. SLGOP shall promptly upon receipt of any tax refund or credit in respect of the Current Year remit such portion thereof to any current or former Space Lessee entitled to receive same, and SLGOP shall indemnify and hold Transferor harmless from and against all claims asserted by any current or former Space Lessee for any such sum. From and after the date hereof until the Closing, Transferor shall not commence any new Tax Proceedings. The provisions of this Section 24 shall survive the Closing.

        25.    Access; Possession.    

        Possession of the Property shall be delivered to SLGOP at the Closing; provided, however, that prior to the Closing Transferor shall afford SLGOP or its authorized representatives reasonable access to the Property for the purpose of conducting such tests, inspections and reviews as SLGOP deems necessary or appropriate, including, without limitation, environmental investigations. The entry by SLGOP or its representatives upon the Property, and the conduct of tests, inspections and reviews thereon shall be conducted in a manner so as to not interfere in any material respect with the conduct of business by any Space Lessee or violate the terms of any Space Lease. Prior to Closing, SLGOP and its representatives shall be entitled to communicate directly with any Space Lessee, provided that Transferor shall be given reasonable prior notice of an intended communication, and shall be entitled to accompany SLGOP or its representative during any meeting with any Space Lessee.    Transferor shall, upon request of SLGOP, confirm in writing such authorization to any Space Lessee. In connection with any intrusive physical tests ("Tests") conducted by or on behalf of SLGOP at the Property, (a) SLGOP shall keep the Property free and clear of any mechanic's liens or materialmen's liens, (b) Transferor shall be entitled to have a representative of Transferor present during such Tests, and (c) SLGOP shall furnish to Transferor certificates evidencing property damage and liability insurance policies in the amount of (i) $2,000,000.00 for bodily injury or death to any one (1) person, $3,000,000.00 aggregate liability and (ii) $2,000,000.00 property damage reasonably promptly prior to commencing any such Tests. SLGOP shall, upon completion of such Tests, either restore, at SLGOP's sole cost and expense, the Property to its condition existing prior to such Tests, or pay to Transferor the cost of repairing or restoring any damage to the Property caused by SLGOP or its representatives. All inspection fees, appraisal fees, engineering fees and other costs and expenses of any kind incurred by SLGOP or its representatives relating to such inspection and its other due diligence shall be at the sole expense of SLGOP. In the event that the Closing hereunder shall not occur for any reason whatsoever (other than Transferor's willful default), SLGOP shall promptly return to Transferor copies of all due diligence materials delivered by Transferor to SLGOP or its representatives then in SLGOP's possession. SLGOP and its representatives shall not conduct borings of the Property or drilling in or on the Property in connection with the preparation of an environmental audit or in connection with any other inspection of the Property without the prior consent of Transferor, which will not be unreasonably withheld or delayed. SLGOP shall indemnify and hold Transferor harmless from and against all liability, cost and expense incurred by Transferor arising out of the acts or omissions of SLGOP or its representatives in connection with performance of Tests; provided, however, that Transferor agrees to look first to any insurance covering any such liability, cost or expense prior to making any claim against SLGOP under the indemnity given hereunder. The provisions of Section 25 shall survive the Closing or any termination of this Agreement.

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        26.    Maintenance of the Property.    

        Between the date of this Agreement and the Closing, Transferor shall (a) maintain the Property in the same condition and repair as exists on the date hereof, reasonable wear and tear excepted, (b) perform all material obligations to be performed by the landlord under the terms of any Space Lease, and (c) otherwise operate the Property in the same manner as before the making of this Agreement. Transferor shall not remove or transfer to any third party any Personal Property after the date hereof, except for repair or replacement thereof or in the ordinary course of business.

        27.    Leasing and Contracts.    

        Transferor shall not, after the date of this Agreement, enter into any new Space Lease, Service Contract or Union Agreement affecting the Property, or any amendment, expansion, extension or renewal thereof (except those to which a Space Lessee is expressly entitled pursuant to the terms of its applicable Space Lease), or permit any Space Lessee to enter into any sublease, assignment or agreement pertaining to the Property (except as expressly authorized or permitted by such Space Lessee's Space Lease without the consent of the landlord thereunder), or waive, compromise or settle any rights of Transferor under any contract or Space Lease, or return any Security Deposit (except as expressly required by a Space Lessee's Space Lease), or modify, amend, or terminate any Service Contract (collectively a "Material Transaction"), without in each case obtaining SLGOP's prior written consent thereto which, except as provided below, SLGOP may grant or withhold in its sole discretion. If (a) a Space Lessee requests Transferor's approval of any matter pursuant to an express provision in the Space Lease which expressly requires Transferor to act reasonably, (b) upon the written direction of SLGOP, Transferor rejects such request, and (c) any claim is made against Transferor asserting that Transferor acted unreasonably in rejecting such request, SLGOP shall indemnify and hold Transferor harmless from all such loss, cost or damage, including, without limitation, reasonable attorneys fees and disbursements (such damages "Sublease Liability") for which Transferor is found liable to such Space Lessee as a result thereof, provided however, that SLGOP shall be given prompt notice of any such claim, and SLGOP shall be entitled to defend such claim with counsel selected by SLGOP. Transferor shall not propose any new Service Contract which is not terminable without cost or penalty upon not more than thirty (30) days prior notice. When seeking SLGOP's consent to a Material Transaction, Transferor shall provide notice of the identity of the proposed tenant or other party thereto, a term sheet or letter of intent containing material business terms (including, without limitation, with respect to proposed leases the rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) (the "Material Terms") and such credit and background information, if any, Transferor then possesses with respect to such proposed Space Lessee or other party. SLGOP shall not unreasonably withhold or delay its consent to a proposed Space Lease if (i) the Material Terms are in accordance wi th prevailing market conditions, and (ii) the financial condition and general reputation of the proposed Space Lessee is satisfactory to SLGOP. Upon SLGOP's consent to a Material Transaction involving a new Space Lease, Transferor shall use commercially reasonable efforts to negotiate and enter into a Space Lease on SLGOP's standard lease form, without material change other than changes reasonably approved by SLGOP. Transferor shall also provide SLGOP with regular reports and information regarding the status of approved Material Transactions being negotiated. SLGOP shall be responsible for Tenant Improvement Costs, leasing commissions and all other leasing costs payable in connection with any new Space Lease approved by SLGOP pursuant to this Section.

        28.    Existing Mortgage Indebtedness; Existing Mezzanine Indebtedness.    

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        29.    Confidentiality; Public Disclosure.    

        30.    Intentionally Omitted.    

        31.    Union Agreements; Other Employee Matters.    

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        32.    Tax Deferred Exchange.    

        33.    No Property Disposition.    

        Other than pursuant to a Permitted Transfer (as hereinafter defined) or as otherwise set forth below, SLGOP or its Designee(s) covenants that it shall not sell, transfer, distribute or otherwise dispose of the Property in a manner that would cause the recognition of taxable gain allocable to SCW under Section 704(c) of the Code with respect to the SCW Interest for the period (the "Restricted Period") expiring seven (7) years after the Closing. As used herein, "Permitted Transfer" means any one or more of the following:

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        In addition to Permitted Transfers, prior to expiration of the Restricted Period, SLGOP or its Designee(s) may transfer the Property or the Fee Equity Interests, provided that SLGOP or its Designee(s) pays to SCW an amount equal to the federal, state and local income tax that would be payable by an individual resident of New York City (or such other city of which SCW is a resident in the year of such transfer), calculated at the highest applicable federal, state and local income tax rates (the "Income Tax Liability") by reason of recognition of gain prior to expiration of the Restricted Period allocated to SCW under Section 704(c) of the Code ("Built-in-Gain") upon such disposition in a taxable transaction. The provisions of this Section 33 shall survive the Closing through the expiration of the Restricted Period or other payment of any Income Tax Liability, if later.

        34.    Certain Allocations.    

        SLGOP shall use the "traditional method with curative allocations," as defined in Treas. Reg. Section 1.704-3(c), of allocating income, gain, loss and deduction to account for the variation between the fair market value and adjusted basis of the SCW Interest. In furtherance thereof, an amount of gross rental income from the Property for each taxable year of SLGOP equal to the Curative Allocation Amount (as hereinafter defined) for such year and which would otherwise have been allocated to partners of SLGOP other than SCW Recipient for income tax purposes shall instead be allocated, solely for income tax purposes, to SCW Recipient. As used herein, "Curative Allocation Amount" means, for any taxable year of SLGOP, an amount equal to 50% of the excess of (a) the amount of depreciation with respect to the SCW Interest allocable to partners of SLGOP other than SCW Recipient for book purposes for such year, over (b) the amount of depreciation with respect to the SCW Interest allocable to such partners of SLGOP for income tax purposes for such year. For purposes of this Section 34, to the extent that SCW Recipient shall own any interest in SLGOP other than the OP Units it receives under this Agreement, it shall be considered a partner of SLGOP other than SCW Recipient. The provisions of this Section 34 shall survive the Closing.

        35.    Certain Tax Information.    

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        [SIGNATURE PAGE TO FOLLOW]

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        IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

    SELLER:
             
    220 NEWS BUILDING LLC,
a Delaware limited liability company
             
    By:   220 News Building MZ LLC,
a Delaware limited liability company,
Sole Member
             
    By:   220 News LLC,
a New York limited liability company,
Managing Member
             
    By:   Daily Planet LLC,
a New York limited liability company,
Manager
             
    By:  
        Name:  
        Title:  
             
    By:   Forty Two News LLC,
a Delaware limited liability company
             
    By:   News Forty Two Corp.,
a New York corporation
             
    By:  
        Name:  
        Title:  

        [SIGNATURE PAGE CONTINUED]

51


                 
        PURCHASER:
                 
        SL GREEN OPERATING PARTNERSHIP L.P.,
a Delaware limited partnership
                 
        By:   SL Green Realty Corp.,
a Maryland corporation
                 
        By:  
            Name:  
            Title:  
                 
THE UNDERSIGNED HEREBY CONFIRMS
ITS AGREEMENT TO BE BOUND BY THE
PROVISIONS OF SECTION 7.4:
           
                 
FORTY TWO NEWS LLC            
                 
By:   Forty Two News LLC,
a Delaware limited liability company
           
                 
By:   News Forty Two Corp.,
a New York corporation
           
                 
By:  
Name:
Title:
           
                 
THE UNDERSIGNED HEREBY JOINS IN THIS
AGREEMENT SOLELY FOR THE PURPOSE OF
(A) CONFIRMING THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN
SECTION 7.1.22, AND (B) CONFIRMING HIS
AGREEMENT TO BE BOUND BY THE
PROVISIONS OF SECTIONS 7.4, 7.6, 13 AND 35:
           
                 

Steven C. Witkoff
           

        [SIGNATURE PAGE CONTINUED]

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THE UNDERSIGNED HEREBY JOINS IN THIS
AGREEMENT SOLELY FOR THE PURPOSE
OF CONFIRMING ITS AGREEMENT TO BE
BOUND BY THE PROVISIONS OF
SECTION 13: DD INVESTMENT
PARTNERS L.P.
           
                 
By:   General Realty, L.L.C.,
a Delaware limited liability company,
General Partner
           
                 
By:   Managers, Inc.
a Delaware corporation
           
                 
By:  
Brian T. Summers
Vice President
           

               
ESCROW AGENT:    
             
SOLELY FOR THE PURPOSES OF CONFIRMING THE PROVISIONS OF ARTICLE 23:    
             
TSNY AGENCY OF NEW YORK CITY, INC.    
             
By:  
   
    Name:   Neil Clark    
    Title:        
       
   

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TABLE OF CONTENTS
CONTRIBUTION AND PURCHASE AND SALE AGREEMENT

Exhibit 99.1

[LOGO]

CONTACT
Marc Holliday
President and Chief
Investment Officer
- -or-
Michael Reid
Chief Operating Officer
(212) 594-2700

FOR IMMEDIATE RELEASE

SL GREEN REALTY CORP. ACQUIRES THE NEWS BUILDING AND INTERESTS IN
125 BROAD STREET FOR $355 MILLION

COMPLETES A $150 MILLION FIVE-YEAR UNSECURED TERM LOAN FACILITY
WITH WELLS FARGO BANK

        New York, NY, December 9, 2002 — SL Green Realty Corp. (NYSE:SLG) announced today it has entered into agreements to acquire The News Building located at 220 East 42nd Street for $265 million ($242 per square foot), and condominium interests in 125 Broad Street for $90 million ($172 per square foot). The properties are being acquired from affiliates of The Witkoff Group in transactions that are both expected to close in the first quarter of 2003.

        In connection with these transactions, SL Green has closed a $150 million unsecured 5-year term facility with Wells Fargo Bank. At closing, SL Green drew down $100 million of the facility and fixed the rate at a blended annual cost of 5.06% for five years. The Company expects to fix the balance of the facility during the next six months. The proceeds of the transaction will be used to pay down a significant portion of the Company's outstanding lines of credit.

        The landmark 1.1 million square foot News Building is 100% leased, with 18% of the leases expiring over the next 3 years. The going-in NOI yield is 8.0% based on fully escalated in-place rents averaging $32.85 per square foot in the News Building, 17%-22% below current market. The building's high-quality tenancy includes Omnicom Group, which leases 40% of the building and other notable companies such as Tribune Company, WPIX-TV, Verizon, Value Line, Neuberger Berman, and United Nations Population Fund.

        The transaction will initially be funded by assumption of $186 million of floating-rate debt, redemption of SL Green's existing $53.5 million preferred equity investment, issuance of up to $13 million of units in SL Green Operating Partnership, L.P. to Steven Witkoff, with the balance funded by SL Green's line of credit.

        Marc Holliday, President of SL Green commented, "We are excited to add the News Building, a cornerstone property in the Grand Central and United Nations market place, to our portfolio of owned properties. This transaction demonstrates our ability to convert structured-finance investments into wholly-owned assets on a pre-emptive basis."

        In a separate transaction, SL Green is entering into an agreement to acquire condominium interests in 125 Broad Street consisting of 524,500 square feet of office space contained on 15 contiguous floors, in a 40-story building. The interests being acquired are 100% leased to tenants such as Salomon Smith Barney (63%) and Fahnestock & Co. (13%). Less than 10% of the leased square footage expires prior to 2010.



        The property's going-in NOI yield is 9.4% and is based on fully escalated in-place rents of $29.77 per square foot, 15%-20% below current market rents. The property is located in the New York Plaza Complex, the heart of the eastern financial district of downtown Manhattan.

        The property is subject to a long-term ground lease, which provides SL Green the ability to acquire the fee interest for an allocated purchase price of $6 million, or $11.33 per square foot. The transaction will be funded by assumption of $78 million of fixed-rate mortgage financing, issuance of up to $2 million of units in SL Green Operating Partnership, L.P., with the balance funded by SL Green's line of credit.

        Mr. Holliday further stated, "We are delighted to be purchasing interests in 125 Broad Street, a fully leased Class A asset with a strong tenant profile and a great location overlooking the East River. We believe that we are making a conservative investment in the recovery of the downtown market. There is a national resolve, supported by over $20 billion in grants with $5 billion earmarked to create a state of the art transportation infrastructure, to restore downtown as one of the pre-eminent office markets in the United States."

        Steven Witkoff, President and Chief Executive Officer of The Witkoff Group, added, "I am happy to complete these transactions and to convert my ownership interests in the assets into a significant ownership position in SL Green, a Company with a tremendous track record of performance. I look forward to working with the Company on new opportunities."

        Michael W. Reid, Chief Operating Officer of SL Green, commenting on the Wells Fargo facility, stated that "this unsecured debt transaction meets our corporate goals of locking in historically low interest rates while creating significant financial flexibility and corporate liquidity. We are delighted to further expand our already close relationship with Wells Fargo Bank."

        SL Green Realty Corp. is a self-administered and self-managed real estate investment trust ("REIT") that primarily owns, manages, leases, acquires and repositions office properties in Manhattan.

        To receive SL Green's latest news release and other corporate documents via FAX at no cost, please contact the Investor Relations office at 212-216-1601. All releases and supplemental data can also be downloaded directly from the SL Green website at: www.slgreen.com.

        This press release contains forward-looking information based upon the Company's current best judgment and expectations. Actual results could vary from those presented herein. The risks and uncertainties associated with forward-looking information in this release include the strength of the commercial office and industrial real estate markets in New York, competitive market conditions, unanticipated administrative costs, timing of leasing income, general and local economic growth, interest rates and capital market conditions. For further information, please refer to the Company's filing with the Securities and Exchange Commission