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 3, 2016 (March 3, 2016)
SL GREEN REALTY CORP.
(Exact name of registrant as specified in its charter)
Maryland |
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1-13199 |
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13-3956775 |
(State or other |
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(Commission File Number) |
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(I.R.S. Employer |
SL GREEN OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
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333-167793-02 |
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13-3960398 |
(State or other |
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(Commission File Number) |
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(I.R.S. Employer |
420 Lexington Avenue
New York, New York 10170
(Address of principal executive
offices, including zip code)
Registrants telephone number, including area code: (212) 594-2700
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 8.01 Other Events.
This Current Report on Form 8-K files herewith the following Exhibits:
12.1. Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for SL Green Realty Corp. for the years ended December 31, 2015, 2014, 2013, 2012 and 2011; and
12.2 Ratio of Earnings to Combined Fixed Charges and Preferred Unit Distributions for SL Green Operating Partnership, L.P. for the years ended December 31, 2015, 2014, 2013, 2012 and 2011.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
12.1 SL Green Realty Corp. Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
12.2 SL Green Operating Partnership, L.P. Ratio of Earnings to Combined Fixed Charges and Preferred Unit Distributions
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/ Matthew J. DiLiberto |
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Matthew J. DiLiberto |
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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/ Matthew J. DiLiberto |
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Matthew J. DiLiberto |
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Chief Financial Officer |
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Date: March 3, 2016 |
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Exhibit 12.1
SL Green Realty Corp.
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
(Dollars in Thousands)
|
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Year Ended December 31, |
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2015 |
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2014 |
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2013 |
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2012 |
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2011 |
| |||||
Earnings |
|
|
|
|
|
|
|
|
|
|
| |||||
Income from continuing operations |
|
$ |
253,186 |
|
$ |
142,493 |
|
$ |
99,479 |
|
$ |
57,362 |
|
$ |
107,945 |
|
Joint venture cash distributions |
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176,049 |
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438,041 |
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86,631 |
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219,021 |
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133,199 |
| |||||
Interest |
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325,399 |
|
331,439 |
|
329,752 |
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331,969 |
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290,556 |
| |||||
Amortization of interest capitalized |
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549 |
|
305 |
|
44 |
|
44 |
|
44 |
| |||||
Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges |
|
(1,497 |
) |
(1,109 |
) |
(2,054 |
) |
(1,850 |
) |
(2,031 |
) | |||||
Amortization of loan costs expensed |
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27,348 |
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22,811 |
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16,695 |
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19,450 |
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14,291 |
| |||||
Portion of rent expense representative of interest |
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29,375 |
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32,522 |
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35,100 |
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32,714 |
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27,375 |
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Total earnings |
|
$ |
810,409 |
|
$ |
966,502 |
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$ |
565,647 |
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$ |
658,710 |
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$ |
571,379 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Fixed Charges and Preferred Stock Dividends |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest |
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$ |
325,399 |
|
$ |
331,439 |
|
$ |
329,752 |
|
$ |
331,969 |
|
$ |
290,556 |
|
Interest capitalized |
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31,108 |
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26,676 |
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11,853 |
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12,218 |
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5,123 |
| |||||
Amortization of loan costs expensed |
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27,348 |
|
22,811 |
|
16,695 |
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19,450 |
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14,291 |
| |||||
Preferred stock dividends |
|
14,952 |
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14,952 |
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21,881 |
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30,411 |
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30,178 |
| |||||
Portion of rent expense representative of interest |
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29,375 |
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32,522 |
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35,100 |
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32,714 |
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27,375 |
| |||||
Total fixed charges and Preferred Stock dividends |
|
$ |
428,182 |
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$ |
428,400 |
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$ |
415,281 |
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$ |
426,762 |
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$ |
367,523 |
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|
|
|
|
|
|
|
|
|
|
|
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Ratio of earnings to combined fixed charges and Preferred Stock dividends |
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1.89 |
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2.26 |
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1.36 |
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1.54 |
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1.55 |
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The ratios of earnings to combined fixed charges and preferred stock dividends were computed by dividing earnings by fixed charges. For the purpose of calculating the ratios, the earnings have been calculated by adding fixed charges to income from continuing operations before adjustment for noncontrolling interests plus distributions from unconsolidated joint ventures, excluding gains or losses from sale of property, purchase price fair value adjustments, gains and losses on equity investment and the cumulative effect of changes in accounting principles. With respect to SL Green Realty Corp., fixed charges and preferred stock dividends consist of interest expense including the amortization of debt issuance costs, rental expense deemed to represent interest expense and preferred dividends paid on its 7.625% Series C, its 7.875% Series D and its 6.50% Series I cumulative redeemable Preferred Stock.
Exhibit 12.2
SL Green Operating Partnership, L.P.
Ratio of Earnings to Combined Fixed Charges and Preferred Unit Distributions
(Dollars in Thousands)
|
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Year Ended December 31, |
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|
|
2015 |
|
2014 |
|
2013 |
|
2012 |
|
2011 |
| |||||
Earnings |
|
|
|
|
|
|
|
|
|
|
| |||||
Income from continuing operations |
|
$ |
253,186 |
|
$ |
142,493 |
|
$ |
99,479 |
|
$ |
57,362 |
|
$ |
107,945 |
|
Joint venture cash distributions |
|
176,049 |
|
438,041 |
|
86,631 |
|
219,021 |
|
133,199 |
| |||||
Interest |
|
325,399 |
|
331,439 |
|
329,752 |
|
331,969 |
|
290,556 |
| |||||
Amortization of interest capitalized |
|
549 |
|
305 |
|
44 |
|
44 |
|
44 |
| |||||
Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges |
|
(1,497 |
) |
(1,109 |
) |
(2,054 |
) |
(1,850 |
) |
(2,031 |
) | |||||
Amortization of loan costs expensed |
|
27,348 |
|
22,811 |
|
16,695 |
|
19,450 |
|
14,291 |
| |||||
Portion of rent expense representative of interest |
|
29,375 |
|
32,522 |
|
35,100 |
|
32,714 |
|
27,375 |
| |||||
Total earnings |
|
$ |
810,409 |
|
$ |
966,502 |
|
$ |
565,647 |
|
$ |
658,710 |
|
$ |
571,379 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Fixed Charges and Preferred Unit Distributions |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest |
|
$ |
325,399 |
|
$ |
331,439 |
|
$ |
329,752 |
|
$ |
331,969 |
|
$ |
290,556 |
|
Interest capitalized |
|
31,108 |
|
26,676 |
|
11,853 |
|
12,218 |
|
5,123 |
| |||||
Amortization of loan costs expensed |
|
27,348 |
|
22,811 |
|
16,695 |
|
19,450 |
|
14,291 |
| |||||
Preferred stock dividends |
|
14,952 |
|
14,952 |
|
21,881 |
|
30,411 |
|
30,178 |
| |||||
Portion of rent expense representative of interest |
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29,375 |
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32,522 |
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35,100 |
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32,714 |
|
27,375 |
| |||||
Total fixed charges and Preferred Stock dividends |
|
$ |
428,182 |
|
$ |
428,400 |
|
$ |
415,281 |
|
$ |
426,762 |
|
$ |
367,523 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Ratio of earnings to combined fixed charges and Preferred Unit distributions |
|
1.89 |
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2.26 |
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1.36 |
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1.54 |
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1.55 |
|
The ratios of earnings to combined fixed charges and preferred unit distributions were computed by dividing earnings by fixed charges. For the purpose of calculating the ratios, the earnings have been calculated by adding fixed charges to income from continuing operations before adjustment for noncontrolling interests plus distributions from unconsolidated joint ventures, excluding gains or losses from sale of property, purchase price fair value adjustments, gains and losses on equity investment and the cumulative effect of changes in accounting principles. With respect to SL Green Operating Partnership, L.P., fixed charges and preferred stock distributions consist of interest expense including the amortization of debt issuance costs, rental expense deemed to represent interest expense and preferred distributions paid on its 7.625% Series C, its 7.875% Series D and its 6.50% Series I cumulative redeemable Preferred Units.