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): December 4, 2017 (December 1, 2017)
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 |
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(Commission |
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(IRS Employer |
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of Incorporation) |
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File Number) |
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Identification No.) |
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420 Lexington Avenue |
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10170 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(212) 594-2700
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01. Regulation FD Disclosure
Members of senior management of the Company will make a presentation during the Company’s 2017 Annual Investor Conference on Monday, December 4, 2017 (the “Investor Conference”). At the Investor Conference, the Company will provide its earnings guidance for the year ending December 31, 2018 of net income per share of $2.27 to $2.37, and FFO per share of $6.65 to $6.75. In addition, the Company will affirm its previously announced earnings guidance for the year ending December 31, 2017 of FFO per share of $6.40 to $6.50. The presentation will be available online via webcast on our corporate website at www.slgreen.com under the “Investors — Presentations & Webcasts” section. An audio replay and a copy of the presentation will be available on our corporate website following the Investor Conference.
The following table reconciles estimated earnings per share (diluted) to FFO per share (diluted) for the years ending December 31, 2017 and 2018.
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Year Ending |
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Year Ending |
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2017 |
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2017 |
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2018 |
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2018 |
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Net income per share attributable to SL Green stockholders |
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$ |
1.76 |
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$ |
1.86 |
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$ |
2.27 |
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$ |
2.37 |
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Add: |
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Depreciation and amortization |
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3.95 |
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3.95 |
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3.26 |
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3.26 |
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Joint ventures depreciation and noncontrolling interests adjustments |
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0.93 |
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0.93 |
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1.39 |
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1.39 |
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Net (loss) income attributable to noncontrolling interests |
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(0.15 |
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(0.15 |
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0.04 |
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0.04 |
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Depreciable real estate reserve |
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0.82 |
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0.82 |
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— |
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— |
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Less: |
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Gain on sale of real estate |
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0.73 |
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0.73 |
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0.29 |
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0.29 |
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Equity in net gain on sale of interest in unconsolidated joint venture / real estate |
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0.16 |
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0.16 |
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— |
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— |
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Depreciation on non-real estate assets |
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0.02 |
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0.02 |
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0.02 |
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0.02 |
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Funds From Operations per share attributable to SL Green common stockholders and noncontrolling interests |
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$ |
6.40 |
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$ |
6.50 |
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$ |
6.65 |
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$ |
6.75 |
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The information being furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (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.
Item 8.01 Other Events.
On December 1, 2017, the Company issued a press release announcing that the Company’s Board of Directors authorized an increase to the size of its share repurchase program by an additional $500 million. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On December 1, 2017, the Company issued a press release announcing that the Company’s Board of Directors has increased the Company’s quarterly dividend on its common stock and OP units by 4.8%, resulting in a new annual dividend of $3.25 per share, and declared the fourth quarter dividend of $0.8125 per share of common stock. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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.
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Date: December 4, 2017 |
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SL GREEN REALTY CORP. | |
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By: |
/s/ Matthew J. DiLiberto |
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Matthew J. DiLiberto |
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Chief Financial Officer |
SL Green Realty Corp. Announces $500 Million Increase to
Share Repurchase Program
Program Increased to $1.5 billion
NEW YORK (Date) — SL Green Realty Corp. (NYSE: SLG), New York City’s largest commercial property owner, today announced that the Company’s Board of Directors authorized an increase to the size of its share repurchase program, announced in August 2016, by an additional $500 million of the Company’s common stock, bringing the program to a total of $1.5 billion.
To date, the Company has repurchased 5,673,227 shares at an average price of $101.71.
SL Green’s Chief Executive Officer, Marc Holliday, commented “We continue to utilize available liquidity from asset sales to repurchase our common stock at meaningful discounts to the private market valuations of Manhattan real estate, as well as to our own net asset value. This has proven to be a viable deployment of capital, that is accretive to the Company’s earnings and valuation, and we will continue to evaluate this option as part of a balanced investment strategy.”
About SL Green Realty Corp.
SL Green Realty Corp., an S&P 500 company and New York City’s largest office landlord, is a fully integrated real estate investment trust, or REIT, that is focused primarily on acquiring, managing and maximizing value of Manhattan commercial properties. As of September 30, 2017, SL Green held interests in 118 Manhattan buildings totaling 47.8 million square feet. This included ownership interests in 27.5 million square feet of Manhattan buildings and debt and preferred equity investments secured by 20.3 million square feet of buildings. In addition, SL Green held ownership interests in 27 suburban buildings totaling 4.3 million square feet in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey. 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) 594-2700.
Forward-looking Statement
This press release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, are forward-looking statements. Forward-looking statements are not guarantees of future performance and
we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this press release are subject to a number of risks and uncertainties, many of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. Factors and risks to our business that could cause actual results to differ from those contained in the forward-looking statements are described in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
SLG-FIN
Contacts
Investors:
Matt DiLiberto
Chief Financial Officer
SL Green Realty Corp.
(212) 594-2700
Press:
BerlinRosen
slgreen@berlinrosen.com
646.452.5637
SL Green to Increase Common Dividend for Seventh Consecutive Year
Annual Dividend Will Increase to $3.25 per Share
NEW YORK (Date) — SL Green Realty Corp. (NYSE: SLG), New York City’s largest commercial property owner, today reported that its board of directors has increased the Company’s quarterly dividend on its common stock and OP units by 4.8%, resulting in a new annual dividend of $3.25 per share. In conjunction, the board of directors declared the fourth quarter dividend of $0.8125 per share of common stock. The dividend is payable on January 16, 2018 to shareholders of record at the close of business on January 2, 2018.
Matt DiLiberto, SL Green’s Chief Financial Officer, said, “SL Green has continued to strategically capitalize on its assets to provide investors with an increase to our common dividend for the seventh consecutive year. This increase provides an immediate benefit to our shareholders, while allowing us to remain positioned for future growth with ample liquidity for capital projects and select investment opportunities.”
The board of directors also declared the regular quarterly dividend on the company’s Series I Preferred Stock for the period October 15, 2017 through and including January 14, 2018, of $0.40625 per share, which is the equivalent of an annualized dividend of $1.625 per share. The dividend will be payable January 16, 2018 to shareholders of record at the close of business on January 2, 2018.
About SL Green Realty Corp.
SL Green Realty Corp., an S&P 500 company and New York City’s largest office landlord, is a fully integrated real estate investment trust, or REIT, that is focused primarily on acquiring, managing and maximizing value of Manhattan commercial properties. As of September 30, 2017, SL Green held interests in 118 Manhattan buildings totaling 47.8 million square feet. This included ownership interests in 27.5 million square feet of Manhattan buildings and debt and preferred equity investments secured by 20.3 million square feet of buildings. In addition, SL Green held ownership interests in 27 suburban buildings totaling 4.3 million square feet in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey. 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) 594-2700.
Forward-looking Statement
This press release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than
statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, are forward-looking statements. Forward-looking statements are not guarantees of future performance and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this press release are subject to a number of risks and uncertainties, many of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. Factors and risks to our business that could cause actual results to differ from those contained in the forward-looking statements are described in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
SLG- FIN
Contacts
Investors:
Matt DiLiberto
Chief Financial Officer
SL Green Realty Corp.
(212) 594-2700
Press:
BerlinRosen
slgreen@berlinrosen.com
646.452.5637