UNITED STATES

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 (Date of earliest event reported):

October 6, 2010 (October 5, 2010)

 

SL Green Realty Corp.
(Exact name of registrant as specified in its charter)

 

Maryland

 

1-13199

 

13-3956775

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer ID. Number)

 

SL Green Operating Partnership, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

 

 

13-3960398

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer ID. Number)

 

420 Lexington Avenue

 

 

New York, New York

 

10170

(Address of Principal Executive Offices)

 

(Zip Code)

 

(212) 594-2700

(Registrants’ Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01                                           Other Events

 

On October 5, 2010, SL Green Realty Corp. (the “Company”) announced that its operating partnership,  SL Green Operating Partnership, L.P. (“SL Green OP”),  has commenced an offering of exchangeable senior notes (the “Offering”) in a private offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act, subject to market conditions.

 

A copy the press release announcing the Offering, and which describes the Offering in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.

 

Item 9.01                                           Financial Statements and Exhibits

 

(d)                                 Exhibits

 

99.1                        Press Release announcing the Offering, dated October 5, 2010.

 

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SIGNATURES

 

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

 

 

 

SL GREEN REALTY CORP.

 

 

 

 

 

/s/ Gregory F. Hughes

 

Gregory F. Hughes

 

Chief Financial Officer

 

 

 

SL GREEN OPERATING PARTNERSHIP, L.P.

 

By: SL GREEN REALTY CORP.

 

 

 

 

 

/s/ Gregory F. Hughes

 

Gregory F. Hughes

 

Chief Financial Officer

 

 

Date: October 6, 2010

 

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

CONTACT

Gregory F. Hughes

Chief Operating Officer and

Chief Financial Officer

—or—

Heidi Gillette

Investor Relations

(212) 594-2700

 

SL Green Operating Partnership Announces Exchangeable Senior Notes Offering

 

New York, NY, October 5, 2010 - SL Green Realty Corp. (the “Company”) (NYSE: SLG) announced today that SL Green Operating Partnership, L.P. (“SL Green OP”), its operating partnership, has commenced an offering of exchangeable senior notes (the “Notes”) in a private offering, subject to market conditions.

 

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act.  The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

Company Profile

 

The Company is a self-administered and self-managed real estate investment trust, or REIT, that predominantly acquires, owns, repositions and manages Manhattan office properties. The Company is the only publicly held REIT that specializes in this niche. As of June 30, 2010, the Company owned interests in 30 New York City office properties totaling approximately 22,012,215 square feet, making it New York’s largest office landlord. In addition, at June 30, 2010, the Company held investment interests in, among other things, eight retail properties encompassing approximately 374,812 square feet, three development properties encompassing approximately 399,800 square feet and two land interests, along with ownership interests in 31 suburban assets totaling 6,804,700 square feet in Brooklyn, Queens, Long Island, Westchester County, Connecticut and New Jersey.