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):
August 2, 2011
SL Green Realty Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Maryland
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1-13199
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13-3956775
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
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(COMMISSION FILE NUMBER)
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(IRS EMPLOYER ID. NUMBER)
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SL Green Operating Partnership, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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33-167793-02
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13-3960398
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
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(COMMISSION FILE NUMBER)
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(IRS EMPLOYER ID. NUMBER)
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Reckson Operating Partnership, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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1-13762
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11-3233647
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
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(COMMISSION FILE NUMBER)
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(IRS EMPLOYER ID. NUMBER)
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420 Lexington Avenue
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10170
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New York, New York
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(ZIP CODE)
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(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 registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 August 2, 2011, SL Green Realty Corp. (the “Company”) announced that the Company, SL Green Operating Partnership, L.P., the Company’s operating partnership, and Reckson Operating Partnership, L.P., as co-obligors (collectively, the “Co-Obligors”), have priced $250.0 million aggregate principal amount of 5.00% senior notes due 2018 (the “Notes”).
The Notes are being offered pursuant to the prospectus supplement, dated August 2, 2011, to the prospectus dated June 17, 2011, which forms part of the Co-Obligors’ shelf registration statement on Form S-3 (File No. 333-163914) filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2009, as amended by Post-Effective Amendment No. 1 thereto, filed with the SEC on June 17, 2011.
A copy of the press release announcing the pricing is hereby incorporated by reference and attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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Press Release announcing the pricing of the Notes, dated August 2, 2011.
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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 their behalf by the undersigned hereunto duly authorized.
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SL GREEN REALTY CORP.
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/s/ James Mead
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James Mead
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Chief Financial Officer
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SL GREEN OPERATING PARTNERSHIP, L.P.
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By: SL GREEN REALTY CORP., its general partner
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/s/ James Mead
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James Mead
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Chief Financial Officer
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RECKSON OPERATING PARTNERSHIP, L.P.
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By: WYOMING ACQUISITION GP LLC, its general partner
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/s/ James Mead
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James Mead
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Treasurer
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Date: August 2, 2011
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT
James Mead
Chief Financial Officer
—or—
Heidi Gillette
Investor Relations
(212) 594-2700
SL Green Realty Corp. Announces Pricing of $250.0 million of 5.00% Senior Notes due 2018
New York, NY, August 2, 2011 - SL Green Realty Corp. (the “Company”) (NYSE: SLG) announced today that the Company, SL Green Operating Partnership, L.P., the Company’s operating partnership, and Reckson Operating Partnership, L.P., as co-obligors (collectively, the “Co-Obligors”), priced $250.0 million aggregate principal amount of 5.00% senior notes due August 15, 2018 (the “Notes”). The offering is expected to close on August 5, 2011, subject to customary closing conditions.
Net proceeds from the sale of the Notes, after underwriting discounts and commissions and the Co-Obligors’ estimated fees and expenses, are expected to be approximately $246.5 million.
Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and J.P. Morgan Securities LLC are the Joint Book-Running Managers of the debt offering.
The offering is being made pursuant to an effective shelf registration statement, and only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained by contacting Wells Fargo Securities, LLC at 1525 West W.T. Harris Blvd., NC0675, Charlotte, North Carolina 28262, Attn: Capital Markets Client Support, toll free: 1-800-326-5897, e-mail: cmClientsupport@wachovia.com, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 100 West 33rd Street, 3rd Floor, New York, NY 10001, Attention: Syndicate Operations or e-mail dg.prospectus_requests@baml.com or Morgan Stanley & Co. LLC at 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department, telephone: (866) 718-1649 or email: prospectus@morganstanley.com. Alternatively, you may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov/. Before you invest, you should read the base prospectus in such shelf registration statement, the prospectus supplement related to the offering and other documents incorporated by reference in the prospectus supplement for more complete information about the Co-Obligors and this offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Company Profile
SL Green Realty Corp., New York City's largest office landlord, is the only fully integrated real estate investment trust, or REIT, that is focused primarily on acquiring, managing and maximizing value of Manhattan commercial properties. As of June 30, 2011, SL Green owned interests in 57 Manhattan properties totaling more than 33.6 million square feet. This included ownership interests in 25.8 million square feet of commercial properties and debt and preferred equity investments secured by 7.6 million square
feet of properties. In addition to its Manhattan investments, SL Green holds ownership interests and debt and preferred equity interests in 32 suburban assets totaling 7.3 million square feet in Brooklyn, Queens, Long Island, Westchester County, Connecticut and New Jersey, along with four development properties in the suburbs encompassing approximately 465,000 square feet.
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