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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): March 20, 2007
SL GREEN REALTY CORP.
(Exact name of registrant as specified in its charter)
| Maryland (State or other jurisdiction of incorporation) |
1-13199 (Commission File Number) |
13-3956775 (IRS Employer Identification Number) |
||
420 Lexington Avenue New York, New York (Address of principal executive offices) |
10170 (Zip Code) |
Registrant's telephone number, including area code: (212) 594-2700
N/A
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
- 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 7.01 Regulation FD Disclosure
A computation of SL Green Realty Corp.'s Ratio of Earnings to Combined Fixed Charges is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01. The information (including the exhibit) being furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This information will not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.
On March 20, 2007, SL Green Realty Corp. (the "Company") announced that its subsidiary, SL Green Operating Partnership, L.P., had commenced a private offering of $500 million aggregate principal amount of 3.00% Exchangeable Senior Notes due 2027 (the "Notes"), plus up to an additional $75 million aggregate principal amount of the Notes that may be issued at the option of the initial purchaser within 30 days of the initial issuance of the Notes. The Notes will be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and any Company common shares that may be issued upon exchange of the Notes have not been registered under the Securities Act or any state securities laws. A copy of the Press Release pursuant to which such announcement was made is attached hereto as Exhibit 99.2.
On March 20, 2007, SL Green Realty Corp. (the "Company") announced that its board of directors has authorized the repurchase of up to $300 million worth of the Company's common stock, or approximately 3.4% of its fully diluted outstanding shares based on the market price as of March 20, 2007. Stock repurchases under this program will be made through the open market or in privately negotiated transactions from time to time. A copy of the Press Release pursuant to which such announcement was made is attached hereto as Exhibit 99.3.
Item 9.01 Financial Statements and Exhibits
- 99.1
- SL
Green Realty Corp. Ratio of Earnings to Fixed Charges.
- 99.2
- Press
Release announcing the commencement of a private offering of exchangeable notes.
- 99.3
- Press Release announcing the authorization to repurchase.
2
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SL GREEN REALTY CORP. | ||||
| Date: March 20, 2007 | By: | /s/ GREGORY F. HUGHES Gregory F. Hughes Chief Financial Officer |
||
3
- 99.1
- SL
Green Realty Corp. Ratio of Earnings to Fixed Charges.
- 99.2
- Press
Release announcing the commencement of a private offering of exchangeable notes.
- 99.3
- Press Release announcing the authorization to repurchase.
4
-
Item 7.01 Regulation FD Disclosure
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
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RATIOS OF EARNINGS TO FIXED CHARGES
The following table shows ratios of earnings to combined fixed charges for SL Green Realty Corp. and us for the periods shown:
| |
Ratio of Earnings to Fixed Charges |
||
|---|---|---|---|
| Year Ended December 31, 2006 | 2.50 | x | |
Year Ended December 31, 2005 |
3.43 |
x |
|
Year Ended December 31, 2004 |
4.03 |
x |
|
Year Ended December 31, 2003 |
2.29 |
x |
|
Year Ended December 31, 2002 |
2.16 |
x |
The ratios of earnings to fixed charges were computed by dividing earnings by fixed charges. For this purpose, earnings consist of income from continuing operations before minority interest and fixed charges. Fixed charges consist of interest expense (including interest costs capitalized), ground rent expense and the amortization of debt issuance costs.
The above ratios were calculated in accordance with Item 503 of Registration S-K. As a result, all years prior to 2005 have been restated to exclude income from discontinued operations and for 2002 include certain costs associated with losses from extinguishment of debt in accordance with Financial Accounting Standards Board Statement No. 145, which was adopted by us on January 1, 2003. The costs were previously reported as extraordinary losses and excluded from prior reported ratios.
RATIOS OF EARNINGS TO FIXED CHARGES
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FOR IMMEDIATE RELEASE
CONTACT
Gregory Hughes
Chief Financial Officer
—or—
Heidi Gillette
Director, Investor Relations
(212) 594-2700
SL Green Realty Corp. Announces Private Offering of $500 Million of 3.00%
Exchangeable Senior Notes Due 2027
New York, NY, March 20, 2007—SL Green Realty Corp. (NYSE: SLG) today announced that its subsidiary, SL Green Operating Partnership, L.P., has commenced a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended, of $500 million aggregate principal amount of 3.00% Exchangeable Senior Notes due 2027, plus up to an additional $75 million aggregate principal amount of such notes that may be issued at the option of the initial purchaser within 30 days of the initial issuance of the notes.
The notes will pay interest semiannually at a rate of 3.00% per annum and mature on March 30, 2027. The notes will have an initial exchange rate representing an exchange price that is at a 25.0% premium to the last reported sale price of the Company's common stock on March 20, 2007. The initial exchange rate is subject to adjustment under certain circumstances. The notes will be senior unsecured obligations of SL Green's Operating Partnership and will be exchangeable upon the occurrence of specified events, and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of the Company's common stock, if any. The notes will be redeemable at the issuer's option on and after April 5, 2012. The issuer may be required to repurchase the notes on March 30, 2012, 2017 and 2022, and upon the occurrence of certain designated events. The closing of the sale of the notes is expected to occur on or about March 26, 2007. The net proceeds from the offering are estimated to be approximately $489.5 million, after deducting estimated fees and expenses. The proceeds of the offering will be used to repay certain of the Company's existing indebtedness, make investments in additional properties, making open market purchases of the Company's common stock and for general corporate purposes.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities of SL Green Realty Corp. in any jurisdiction. The notes and the shares of SL Green's common stock that may be issuable upon exchange of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any State or other jurisdiction and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the Securities Act and other applicable securities laws.
About SL Green Realty Corp.
SL Green Realty Corp. 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 March 1, 2007, the Company owned 33 New York City office properties totaling approximately 24 million square feet, making it New York's largest office landlord. In addition, SL Green holds investment interests in Manhattan retail properties totaling approximately 300,000 square feet at eight properties, along with ownership of 24 suburban assets totaling 3.6 million square feet in Westchester County and Connecticut.
To be added to the Company's distribution list or to obtain the latest news releases and other Company information, please visit our website at www.slgreen.com or contact Investor Relations at 212-216-1601.
Forward-looking Information
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 real estate markets in New York, competitive market conditions, unanticipated administrative costs, timing of leasing income, general and local economic conditions, interest rates, capital market conditions, tenant bankruptcies and defaults, the availability and cost of comprehensive insurance, including coverage for terrorist acts, and other factors, which are beyond the Company's control. We undertake no obligation to publicly update or revise any of the forward-looking information. For further information, please refer to the Company's filings with the Securities and Exchange Commission.
SL Green Realty Corp. Announces Private Offering of $500 Million of 3.00% Exchangeable Senior Notes Due 2027
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FOR IMMEDIATE RELEASE
CONTACT
Gregory Hughes
Chief Financial Officer
—or—
Heidi Gillette
Director, Investor Relations
(212) 594-2700
SL Green Realty Corp. Announces Authorizations for
Share Repurchase of up to $300 Million
New York, NY, March 20, 2007—SL Green Realty Corp. (NYSE: SLG) today announced that its Board of Directors has authorized the repurchase of up to $300 million worth of SL Green common stock, or approximately 3.4% percent of its fully diluted outstanding shares based on the current market price.
Stock repurchases under this program will be made through the open market or in privately negotiated transactions from time to time. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The stock repurchase program may be suspended or terminated at any time without prior notice, and will expire on December 31, 2008.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities of SL Green Realty Corp. nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes and the shares of SL Green's common stock that may be issuable upon exchange of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any State or other jurisdiction and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the Securities Act and other applicable securities laws.
Company Profile
SL Green Realty Corp. 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 March 1, 2007, the Company owned 33 New York City office properties totaling approximately 24 million square feet, making it New York's largest office landlord. In addition, SL Green holds investment interests in Manhattan retail properties totaling approximately 300,000 square feet at eight properties, along with ownership of 24 suburban assets totaling 3.6 million square feet in Westchester County and Connecticut.
To be added to the Company's distribution list or to obtain the latest news releases and other Company information, please visit our website at www.slgreen.com or contact Investor Relations at 212-216-1601.
Forward-looking Information
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 real estate markets in New York, competitive market conditions, unanticipated administrative costs, timing of leasing income, general and local economic conditions, interest rates,
capital market conditions, tenant bankruptcies and defaults, the availability and cost of comprehensive insurance, including coverage for terrorist acts, and other factors, which are beyond the Company's control. We undertake no obligation to publicly update or revise any of the forward-looking information. For further information, please refer to the Company's filings with the Securities and Exchange Commission.
SL Green Realty Corp. Announces Authorizations for Share Repurchase of up to $300 Million