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):

May 21, 2013

 

SL GREEN REALTY CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

MARYLAND

(STATE OF INCORPORATION)

 

1-13199

 

13-3956775

(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

(REGISTRANT’S 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:

 

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 May 21, 2013, SL Green Realty Corp. (the “Company”) announced it will redeem all 7,700,000 outstanding shares of its 7.625% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) (NYSE: SLG PRC – CUSIP no. 78440X309) on June 21, 2013 (the “Redemption Date”).  The shares of Series C Preferred Stock will be redeemed at redemption price of $25.00 per share of Preferred Stock plus $2,690,989.58  in accumulated and unpaid dividends on such Series C Preferred Stock through the Redemption Date.

 

A copy of the press release announcing the redemption of the Series C Preferred Stock 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, dated May 21, 2013.

 

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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 hereunto duly authorized.

 

 

 

SL GREEN REALTY CORP.

 

 

 

 

 

/S/ James Mead

 

James Mead

 

Chief Financial Officer

 

 

Date: May 21, 2013

 

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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 Redemption of All Outstanding Shares of 7.625% Series C
Cumulative Redeemable Preferred Stock

 

New York, NY, May 21, 2013 - SL Green Realty Corp. (“ SL Green” or the “Company”) (NYSE: SLG) announced today it will redeem all 7,700,000 outstanding shares of its 7.625% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) (NYSE: SLG PRC – CUSIP no. 78440X309) on June 21, 2013 (the “Redemption Date”).  The shares of Series C Preferred Stock will be redeemed at redemption price of $25.00 per share of Series C Preferred Stock plus $2,690,989.58 in accumulated and unpaid dividends on such Series C Preferred Stock through the Redemption Date (the “Aggregate Redemption Price”).  From and after the Redemption Date, the only remaining rights of the holders of shares of the Series C Preferred Stock will be to receive payment of the Aggregate Redemption Price.

 

The Notice of Redemption and related materials will be mailed to holders of record of the Series C Preferred Stock on May 21, 2013.  Substantially all of the shares of the Series C Preferred Stock being called for redemption are owned of record by Cede & Co., as nominee of The Depository Trust Company (“DTC”).  Accordingly, shares of Series C Preferred Stock held in book-entry form through DTC will be redeemed according to DTC’s procedures, including payment of the Aggregate Redemption Price.  The Aggregate Redemption Price for any shares of Series C Preferred Stock held through Direct Registration System on the records of the Paying Agent (as defined below) will be paid directly to the registered holders thereof by the Paying Agent on the Redemption Date.

 

Questions relating to the Notice of Redemption and related materials should be directed to Computershare Shareowner Services, the Company’s transfer agent and the paying agent (the “Paying Agent”) for the redemption of the Series C Preferred Stock at (866) 230-9138.  The address of the Paying Agent is Computershare Shareowner Services, Attn: Corporate Action Dept., 27th Fl., 480 Washington Blvd, Jersey City, NJ, 07310.

 

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 March 31, 2013, SL Green owned interests in 89 Manhattan properties totaling 41.6 million square feet. This included ownership interests in 25 million square feet of commercial properties and debt and preferred equity investments secured by 13.8 million square feet of properties. In addition to its Manhattan investments, SL Green holds ownership interests in 31 suburban

 



 

assets totaling 5.4 million square feet in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey, along with four development properties in the suburbs encompassing approximately 0.5 million square feet. The Company also has ownership interests in 31 properties totaling 4.5 million square feet in southern California.

 

Forward-looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release are forward-looking statements. All forward-looking statements speak only as of the date of this press release. Future actions by and results of the Company are subject to numerous possible events, factors and conditions, many of which are beyond the control of the Company and not all of which are known to us, including, without limitation, the strength of the commercial office real estate markets in the New York Metropolitan area, reduced demand for office space, unanticipated increases in financing and other costs, competitive market conditions, unanticipated administrative costs, divergent interests from or the financial condition of our joint venture partners, 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, environmental, regulatory and/or safety requirements, and other factors, all of which are beyond the Company’s control. Additional information or factors that could affect the Company and the forward-looking statements contained herein are included in the Company’s filings with the SEC. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

 

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